Hunter v. Booz Allen Hamilton Inc.
| Docket Number | 2:19-cv-00411 |
| Decision Date | 02 May 2023 |
| Parties | SARAH J. HUNTER and DAVID N. YOUTZ, on behalf of themselves and all others similarly situated, Plaintiffs, v. BOOZ ALLEN HAMILTON INC., et al., Defendants. |
| Court | U.S. District Court — Southern District of Ohio |
Plaintiffs Sarah J. Hunter and David N. Youtz, on behalf of themselves and all others similarly situated, allege that Defendants Booz Allen Hamilton, Inc. (“Booz Allen”), Mission Essential Personnel, LLC (“ME”), CACI International, Inc., and CACI Technologies LLC (“CACI”), unlawfully entered into agreements not to hire, recruit, or solicit one another's employees at Joint Intelligence Operations Center Europe (“JIOCEUR”) Analytic Center (“JAC”) in Molesworth, England, in violation of the Sherman Antitrust Act of 1890, 15 U.S.C. §§ 1-7. After three years of litigation, Plaintiffs reached Settlement Agreements with Defendants; in December 2022, this Court preliminarily certified the Settlement Class pursuant to Rule 23 and approved the Settlement Agreements. (See Op. & Order, ECF No. 257). The Settlement Agreements provide a total of $5,275,000, including $1,325,000 for the Settlement Class and $3,950,000 in attorneys' fees and costs.
(ECF No. 274). Both motions are unopposed by Defendants, and no class member has objected. This Court held a Fairness Hearing on April 12, 2023, at 9:30 a.m. Pursuant to Fed.R.Civ.P. 23(e), and for the reasons set forth more fully below, the Court finds that settlement of this action, as embodied in the terms of the Settlement Agreements between the parties, is fair, reasonable, and adequate in light of the factual, legal, practical and procedural considerations raised by this suit. The Court hereby GRANTS Plaintiffs' request for final approval of the Settlement Agreements and certifies the Settlement Class for settlement purposes. The Court further GRANTS Plaintiffs' request for attorneys' fees and costs.
Defendants are defense contractors, who provide intelligence services to the United States government pursuant to contracts with the U.S. Defense Intelligence Agency (“DIA”). Some of that work takes place at JAC: a former Royal Air Force base in Molesworth, United Kingdom, that now serves as the military intelligence analysis center for the U.S. European Command. Plaintiffs, who were employed by Defendants at JAC, allege that Defendants entered into agreements not to hire one another's employees (also referred to as “no-poach agreements”), which served to eliminate competition and depress compensation. Defendants, on the other hand, suggest that their hiring activities were justified as part of a lawful team-building approach; Defendants continue to deny all allegations of wrongdoing.
Plaintiff Sarah Hunter initiated this action on February 7, 2019. (See Compl., ECF No. 1). Plaintiff David Youtz was added on May 3, 2019. (See First Am. Compl., ECF No. 28). Over the next three years, the parties litigated this action vigorously. Defendants filed a motion to dismiss in May 2019, arguing that Plaintiffs' allegations are barred under the Foreign Trade Antitrust Improvements Act of 1982, Pub. L. No. 97-290, 96 Stat. 1246 (codified at 15 U.S.C. § 6a), and otherwise fail to state a claim, which the Court denied. (Op. & Order, ECF No. 49; see Mot. to Dismiss, ECF No. 30). The parties also fully briefed motions on class certification, summary judgment, and evidentiary issues. (See generally ECF, No. 2:19-cv-00411). The parties further participated in a hearing on class certification before this Court, including arguments from counsel and testimony and examination of expert witnesses. (See generally Tr. Class Certification Hr'g, ECF No. 187). The parties engaged in extensive fact and expert discovery, including the review of more than one million pages of documents produced by Defendants, three dozen depositions, and an evidentiary hearing before this Court. (See Declaration of Joseph R. Saveri (“Saveri Decl.”) ¶ 11, ECF No. 274-1). Each side retained expert witnesses, Dr. Phillip Johnson and Mr. Ted Tatos for Plaintiffs and Mr. Justin McCrary for Defendants. (See id. ¶¶ 44-46). Finally, between April 29, 2021, and April 20, 2022, the parties participated in three mediation sessions, first between Plaintiffs and CACI and two further sessions between Plaintiffs and Booz Allen and ME, through which the parties reached settlement agreements. .
Plaintiffs executed a settlement agreement with CACI on June 8, 2021 (“the CACI Settlement”), and a separate agreement with Booz Allen and ME on September 2, 2022 (“the Booz Allen/ME Settlement”) (collectively, “the Settlement Agreements” or “the Settlement”). (Id. ¶¶ 12-15; see CACI Settlement Agreement, ECF No. 170-2; Booz Allen/ME Settlement Agreement, ECF No. 253-2). The Settlement Agreements resolve all claims by Plaintiffs and the Settlement Class against Defendants, with the Settlement Class defined as:
(See Booz Allen/ME Settlement Agreement at 7, ECF No. 253-2). The total value of the Settlement Agreements stands at $5,275,000, with $1,325,000 allocated for the Settlement Class and $3,950,000 in fees and costs for Class Counsel.
The Booz Allen/ME Settlement Agreement creates an all-cash Settlement Fund of $1,325,000 (plus interest, if any), to be distributed to the Settlement Class. The funds will be paid into an escrow account at Citibank, N.A., within 30 business days of the agreement becoming effective. (See Saveri Decl. ¶ 15, ECF No. 274-1). The amount each class member will receive from the fund will be calculated by dividing her estimated total salary during the Class Period by the combined estimated total salaries paid to all Class Members during the Class Period, and multiplying that fraction by the total fund amount. (See Am. Mot. for Final Approval at 9 n.4, ECF No. 274). Any remaining funds will be given to the Settlement Class or distributed cy pres. (Id.).
The Settlement Agreements also contemplate compensation for Plaintiffs' attorneys' fees and costs and incentive awards for the class representatives, Hunter and Youtz, in addition to the Settlement Fund. In total, Plaintiffs seek $3,950,000 ($3,750,000 from Booz Allen and ME and $200,000 from CACI[1]) in fees and costs. (Saveri Decl. ¶ 15, ECF No. 274-1; see also Am. Mot. for Award of Att'ys' Fees, ECF No. 273). Plaintiffs explain that Class Counsel have incurred approximately $2,129,065 in litigation expenses, plus $82,500 for settlement administration; Class Counsel also seek $20,000 for incentive awards and $1,718,435 in attorneys' fees. .
On December 19, 2022, this Court granted in part and denied in part Plaintiffs' Motions for Preliminary Approval of Class Settlement (ECF Nos. 170, 253). (See generally Op. & Order, ECF No. 257). The Court preliminarily certified the Settlement Class for settlement purposes only, preliminarily approved the Settlement Agreements, and appointed Plaintiffs' counsel Joseph Saveri Law Firm (“JSLF”) and Gibbs Law Group LLP (“GLG”) as Class Counsel and Rust Consulting, Inc., as Settlement Administrator, but required Plaintiffs amend the class notices to provide further specificity regarding the plan of distribution and the opt-out/objection deadline. (See id. ¶ 9). Plaintiffs provided amended notices within 14 days thereafter, which the Court approved on January 9, 2023, thus commencing the notice period. (See Order, ECF No. 261).
On February 6, 2023, the Settlement Administrator mailed class notices to 609 members of the Settlement Class for whom Defendants had provided mailing addresses over the preceding months. (Saveri Decl. ¶¶ 29-30, ECF No. 274-1; see also ECF No. 259 (amended class notices)). The Settlement Administrators also emailed class notices to 568 members of the Settlement Class for whom Defendants had provided email addresses. (Saveri Decl. ¶ 30, ECF No 274-1). The parties realized later that month, however, that there were 38 additional current or former ME employees who were part of the Settlement Class but had not been identified by ME, and thus had not been sent class notices; with permission from the Court, the Settlement Administrator mailed class notices to these additional class members on February 24, 2023, but inadvertently did not send the email notices until March 7, 2023. (See id. ¶¶ 31-35). The additional class members have now all received notice by at least one method of delivery. In addition, all class members, including the late-identified current or former ME employees, were given 28 days to object or opt-out. (See id. ¶¶ 34-36). The cover letters for the mailed notices listed each Class Members' total base salary during the Class Period (which forms the basis of each individual's proposed pro rata distribution), to ensure that members had full transparency about the settlement distribution ahead of the Fairness Hearing. (See Declaration of Kevin Rayhill (“Rayhill...
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