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CLASS SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release ("Settlement Agreement") is made and entered into this ___ day of _________, 2010 (the "Execution Date") by American Benefit Concepts, Inc., Jason Juberg, and Matthew Harper (hereinafter collectively referred to as "Defendants") who are Defendant Representatives on behalf of Settling Defendants, Donald Juberg, Robert Bolhuis, Terry Madison, Amy Mattingly, Robert Miller, Erin Bush, Richard Mann, Nancy Reid, and David Arent, Janet Morgenthau, and Norman Westrate (hereinafter collectively referred to as "Plaintiffs") who are the designated Class Representatives in the following actions David Arent et al, v. American Benefit Concepts Inc. et al, Kalamazoo County Circuit Court No. 2009-0510-CZ, Janet Morgenthau v. American Benefit Concepts Inc. et al, Kalamazoo County Circuit Court No. 2009-0433-CZ, and Norman Westrate v. American Benefit Concepts Inc. et al, Kalamazoo County Circuit Court No. 2009-0509-CZ (hereinafter collectively referred to as the "Lawsuits"). Plaintiffs enter this Settlement Agreement both individually and on behalf of the "Class" as defined below. WHEREAS, on or about September 24, 2009, certain plaintiffs filed David Arent et al, v. American Benefit Concepts Inc. et al, Kalamazoo County Circuit Court No. 2009-0510-CZ, as a class action against Defendants alleging damages in connection with investments in Diversified Liquidating Asset Holdings; WHEREAS, on or about August 10, 2009, certain plaintiffs filed Janet Morgenthau v. American Benefit Concepts Inc. et al, Kalamazoo County Circuit Court No. 2009-0433-CZ, as a class action against Defendants alleging damages in connection with investments in Diversified Lending Group; WHEREAS, on or about September 24, 2009, certain plaintiffs filed Norman Westrate v. American Benefit Concepts Inc. et al, Kalamazoo County Circuit Court No. 2009-0509-CZ, as a class action against Defendants alleging damages in connection with investments in Diversified Global Finance; WHEREAS, the lawsuits have been administratively consolidated under Janet Morgenthau v. American Benefit Concepts Inc. et al, Kalamazoo County Circuit Court No. 20090433-CZ; WHEREAS, Defendants agree to the certification of a class action in the Lawsuit for settlement purposes only; WHEREAS, Defendants have denied any wrongdoing, deny Plaintiffs' allegations, have not conceded or admitted any liability, and have asserted affirmative and other defenses to Plaintiffs' claims; WHEREAS, Plaintiffs and their counsel have conducted an investigation into the facts and the law regarding the Litigation and the financial situation of each Defendant and have concluded that a settlement with Defendants according to the terms set forth herein is in the best interest of Plaintiffs and the Class;

WHEREAS, Defendants have concluded, despite their belief that they have valid defenses to the claims asserted, to enter into this Settlement Agreement in order to avoid further expense, inconvenience, and the distraction of burdensome and protracted litigation, to obtain the releases, orders and judgment contemplated by this Settlement Agreement; and WHEREAS, arm's-length settlement negotiations have taken place between counsel for Plaintiffs and Defendants ("Parties"). NOW, THEREFORE, in consideration of the covenants, agreements, and releases set forth herein, it is agreed by and among the undersigned that the Litigation be settled, compromised, and dismissed on the merits with prejudice as to Defendants only, without costs except as expressly provided in this Settlement Agreement as to Plaintiffs, the Class, or Defendants, subject to the approval of the Court, on the following terms and conditions: DEFINITIONS The following terms, as used in this Settlement Agreement, have the following meanings: 1. 2. "Claims Administrator" means an individual or entity approved by the Court which shall administer the settlement. "Class" means all members of Subclasses A, B and C as defined herein and shall consist of all persons or entities that purchased any contract of or investment in Diversified Liquidating Asset Holdings, Diversified Lending Group, Inc. and/or Diversified Global Finance from or through Defendants. "Class Counsel" means the law firms of Joseph H. Spiegel, PC, and Anthony V. Trogan, PLLC, or such different or additional counsel as may be appointed as counsel for the Class Members by the Court. "Class Member" means each member of the Class who does not timely and validly elect to be excluded from the Settlement Class. "Court" means the Circuit Court for Kalamazoo County, Michigan, in which the Litigation is pending. "Defendants" means American Benefit Concepts, Inc., Jason Juberg, and Matthew Harper, Donald Juberg, Robert Bolhuis, Terry Madison, Amy Mattingly, Robert Miller, Erin Bush, Richard Mann and Nancy Reid. "Distribution Payments" means any and all payments made to Class Members by the Claims Administrator. The "Effective Date" shall mean the date by which all of the following shall have occurred: (i) entry of a order in accordance with MCR 3.501 approving this Settlement Agreement in all respects, dismissing with prejudice all of the Claims, including the Complaint filed in the Lawsuit, asserted against Defendants, and determining that there is no just reason for delay in the entry of the Judgment; and (ii) the order is no longer subject

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to further appeal or reargument, either because the time for an appeal as of right has expired with no further right of appeal being taken, or an appeal has been taken, but has been dismissed with no further right to appeal or reargument, or the order has otherwise become final. 9. "Escrow Account" means an account, established with the consent of Defendants and subject to an agreed escrow agreement by Class Counsel and administered in accordance with the terms of this Settlement Agreement for receipt of the Settlement Payments. "Opt-Out" means a person who would have been a member of the Settlement Class except for his or her timely and valid request for exclusion as set forth in the class notice. "Releasees" shall refer jointly and severally, individually and collectively to Defendants, those individuals identified in Exhibit A, and the predecessors, successors, heirs, executors, administrators, and assigns of each of the foregoing. Releasees expressly does not include any insurer of the Releases. "Releasors" shall refer jointly and severally, individually and collectively to Plaintiffs, the Class Members, and the predecessors, successors, heirs, executors, administrators, and assigns of each of the foregoing. "Settlement Amount" means $4,640,000.00 USD and sums received by Jason Juberg from Penny Hodge up to $500,000 and sums received by Matt Harper from Penny Hodge up to $50,000. "Settlement Class" means all members of the Class who do not timely and validly elect to be excluded from the Settlement Class. "Settlement Payments" means payments described in Paragraph 23 herein. "Subclass A" means all persons or entities that purchased any contract of or investment in Diversified Liquidating Asset Holdings from or through Defendants. "Subclass B" means all persons all persons or entities that purchased any contract of or investment in Diversified Lending Group, Inc from or through Defendants. "Subclass C" means all persons or entities that purchased any contract of or investment in Diversified Global Finance from or through Defendants. "Taxes" means any sums due to be paid to governmental taxing authorities from the Settlement Fund, including taxes, estimated taxes, interest and penalties. "Tax Expenses" means any and all reasonable fees and costs due to be paid to tax preparers, tax consultants or others for determining the tax liability of the Settlement Fund.

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SUBMISSION OF SETTLEMENT TO THE COURT 21. Promptly following execution of this Settlement Agreement, Plaintiffs and Defendants shall file with the Court motions to (a) approve Plaintiffs as class representatives, (b) to

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certify a class or classes, and (c) preliminarily approve the settlement. The parties further will present to the Court, in the form attached as Exhibit B, an Order: a. b. c. d. e. f. g. h. i. Approving David Arent as the class representative of Sub-Class A; Approving Janet Morgenthau as the class representative of Sub-Class B; Approving Norman Westrate as the class representative of Sub-Class C; Approving Plaintiffs as class representatives of the Class; Approving preliminarily certification of the Class Action pursuant to MCR 3.501(B)(3); Preliminarily approving the Settlement Agreement; Prescribing the method of giving notice to the Class, which notice shall be by mail notice as set forth below; Prescribing a period of time during which members of the Class may file requests to be excluded from the Class; Prescribing a period of time during which written objections to the Settlement Agreement or request for attorneys fees and expenses by Class Counsel may be served; Setting a hearing, after notice to the Class, on the question of whether this Settlement Agreement should be approved as having been entered in good faith and as fair, adequate and reasonable to the Class, and on any issues presented by Class Counsel, including any requests for attorney fees and reimbursement of expenses (the "Settlement Hearing"); and Entry of a Judgment upon final approval of the Settlement in the form of Exhibit C that dismisses with prejudice all claims of the Class Members against Defendants, but preserves all remedies afforded the Class pursuant to this Agreement should Defendants breach their obligations under this Agreement as set forth in Paragraph 23.

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Plaintiffs shall use their best efforts to effectuate this Settlement Agreement, and shall timely seek to obtain the Court's approval of class certification and this settlement. Plaintiffs shall use their best efforts to secure the prompt, complete and final dismissal with prejudice of the Litigation as to Defendants. Defendants shall use their reasonable efforts to cooperate in the foregoing.

CONSIDERATION FOR CLASS DISMISSAL AND RELEASE OF ALL CLAIMS 23. In consideration for class dismissal and release of claims, and subject to Court approval, American Benefit Concepts shall pay Plaintiffs $100,000 within 30 days of entry of final Court approval of this Settlement. Within 120 days of the entry of the final Court

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approval of this Settlement, American Benefit Concepts shall pay Plaintiffs an additional $100,000. Beginning the first month after the entry of final Court approval of this Settlement, American Benefit Concepts shall make the following monthly payments: · · · $30,000 per month for the first 12 months; $40,000 per month for the second 12 months; and $50,000 per month for 72 months thereafter.

Monthly payments shall be made within the first five days of each month. The total of all payments by American Benefit Concepts will be $4,640,000. The Defendants further agree to provide the additional consideration: a. Jason Juberg will pay to the Class all sums he receives from Penny Hodge up to $500,000 or will assign to the Class Representatives, acting on behalf of the Class, his claims against Penny Hodge up to $500,000 should Plaintiffs request such an assignment. Jason Juberg shall assign to the Class Representatives, acting on behalf of the Class, his interests in any automotive vehicles he has purchased in the 18 months preceding the date of this Agreement. Matt Harper will pay to the Class all sums he receives from Penny Hodge up to $50,000 or will assign to the Class Representatives, acting on behalf of the Class, his claims against Penny Hodge up to $50,000 should Plaintiffs request such an assignment. Defendants shall assign to the Class all claims they have against any insurer or insurance company for insurance coverage of the claims asserted against them by the Class. Upon the approval and authorization of the Court, Class Counsel shall be retained by the Class to pursue any such claims assigned pursuant to this Paragraph.

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Settlement Payments will be made into a Court-approved Escrow Account to be administered by the Class Administrator.

CLASS CERTIFICATION 25. Plaintiffs shall seek to be approved as class representatives, and certification of the Class and/or Subclasses as defined above for the purposes of this Settlement Agreement only, and appointment of Class Counsel as lead counsel for the Class. The motion shall include the definition of the Class or Subclasses to be certified by the Court pursuant to this Settlement Agreement. Defendants agree to stipulate to certification of a Class or Subclasses as defined herein for settlement purposes only, without prejudice to their right to contest or to advance any argument against certification of a liability class in the event that this Settlement Agreement does not become final. Defendants further agree not to oppose appointment of the Class Counsel identified by Plaintiffs herein as lead counsel for

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the Class.

NOTICE AND ITS EFFECT 26. Notice of class certification and this Settlement Agreement shall be given to the Class as directed by the Court. Plaintiffs and Defendants agree that the most appropriate method of providing notice of class certification and this Settlement Agreement to the members of the Class is written notice in a form approved by the Court and sent by first class mail, postage prepaid, to the addresses of investors as maintained on the records of American Benefit Concepts and by any necessary follow up to provide an investor notice should an address be found to be outdated. Consistent with MCR 3.501, the Settlement Class shall pay the costs of providing publication and mail notice. Any person desiring to be excluded from the Class must submit a written notice to that effect to Joseph H. Spiegel, PC, 825 Victors Way, Suite 300, Ann Arbor, Michigan 48108, which notice must be postmarked or personally served no later than a date approved by the Court. Each such notice must be individually signed by each person seeking to be excluded from the Class. Class Counsel shall immediately send all such notices to counsel for Defendants by facsimile and/or hand delivery. The Judgment entered and this Settlement Agreement shall be binding on all Class Members who do not opt out of the Class, as described above. All Class Members who do not opt out of the Class shall be deemed to have released all Claims against Defendants and are barred from instituting or prosecuting, either directly or representatively, any other action in any court or tribunal asserting or making any Claims against Defendants, except to enforce the terms and conditions of this Settlement Agreement. Class Counsel shall take all necessary and appropriate steps to ensure that notice of the Settlement Hearing is provided to Class Members in accordance with this Settlement Agreement and the orders of the Court. Defendants shall have no liability with respect to the giving of any notice provided for in this Settlement Agreement.

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RELEASE AND DISCHARGE 31. Upon the occurrence of the Effective Date, the Releasees shall be completely released, acquitted, and forever discharged from any and all claims, demands, actions, suits, and causes of action, whether class, individual, or otherwise in nature, damages whenever incurred, liabilities of any nature whatsoever, including costs, expenses, penalties, and attorneys' fees that Releasors, or any one of them, whether directly, representatively, derivatively, or in any other capacity, ever had, now have, or hereafter can, shall, or may have against the Releasees, whether known or unknown, relating in any way to the subject matter of the Lawsuits. This release does not apply to claims for breach of this Settlement Agreement. This release also expressly does not apply to any claims the Releasees may have against any insurance

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carrier or company concerning the coverage of any insurance policy. 32. In exchange for the consideration described above, each of the Plaintiffs shall execute, on behalf of themselves and as class representatives, a Release in the form of Exhibit D. Furthermore, Plaintiffs agree that if they violate the provisions of this Settlement Agreement, or initiate a lawsuit or other proceeding against Defendants that is barred or prohibited, in whole or in part, by the Release and/or this Settlement Agreement, Plaintiffs shall not be entitled to any recovery under this Agreement and will be required to pay to Defendants any amounts Plaintiffs received pursuant to this Agreement.

SETTLEMENT PAYMENTS 33. Each Class Member shall look solely to the Settlement Payments for settlement and satisfaction, as provided herein, of all claims released by the Releasors. Except as provided by order of the Court, no Class Member shall have any interest in the Settlement Payments or any portion thereof. Notwithstanding any other provision of this Settlement Agreement, Defendants' responsibility for any expenses, costs, damages or fees of any nature is limited to the Settlement Amount and Defendants shall not bear any other expenses, costs, damages or fees of any nature alleged or incurred by Class Members, Class Counsel, or their attorneys, experts, advisors, agents or representatives, including, without limitation, the Claims Administrator. With Court approval, the Settlement Payments may be distributed to pay the following expenses as they are incurred: Taxes, Tax Expenses, and charges of the Claims Administrator including notice costs incurred before final approval of the Settlement Agreement. Except as otherwise provided in this Settlement Agreement, the approval of the Court shall be required prior to the distribution of any monies from the Escrow Account. Within 30 days of the final approval of the Settlement by the Court, the Class Administrator shall mail to class members a proof of claim form and instructions for class members to document their claims and participate in Settlement Payments. The Settlement Payments shall be distributed after the Effective Date in accordance with a Plan of Allocation as set forth in Exhibit E or as otherwise approved by the Court. Defendants shall have no responsibility, financial obligation or liability whatsoever for the allocation or distribution of the Settlement Payments and shall not be responsible or otherwise liable for any disputes relating to the amount, allocation, or distribution of any fees, costs, or awards. Further, Defendants shall not be liable for any additional payments to the Class Members, Class Counsel, or to other entities, pursuant to this Settlement Agreement, including, without limitation, payments to any local, state or federal authority arising from distribution of any payments to the Plaintiffs, Class Members, or Class Counsel and the employer tax or any other obligation that results. Plaintiffs and Class Counsel shall be reimbursed and paid solely out of the Settlement Payments for all expenses including, but not limited to, attorneys' fees and past, current, or future litigation expenses (including, but not limited to, experts' and consultants' fees and expenses).

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AGREEMENT CONTINGENT ON CERTAIN APPROVALS 40. The Agreement will not become effective and no Party shall have any obligation under this Agreement if American Benefit Concepts, Inc., Matthew Harper, and/or Jason Juberg do not receive written approval from their lender, Citizens Bank, to enter into this Agreement.

CLAIMS OF NON-PARTIES TO THIS AGREEMENT 41. Plaintiffs and Defendants recognize that American Benefit Concepts, Inc.'s ability to make the Settlement Payments depends upon being free of substantial costs associated with the subject matter of the Lawsuits. Further, the parties believe that because the Defendants are resolving the class claims in good faith, Defendants are not subject to any third-party claims, including claims for indemnification and contribution, that arise out of class members' claims against non-parties to this Agreement. Accordingly, Plaintiffs and Defendants agree to seek final approval of a judgment that contains a provision barring claims, including clams for indemnity and contribution, against Defendants by non-parties to this Agreement that arise out of class members' claims against said non-parties to this Agreement. The Defendants, in their sole discretion, have the option to rescind this Settlement Agreement in its entirety if the Court fails to approve such a provision barring claims of non-parties to this Agreement.

RESCISSION IF THIS SETTLEMENT AGREEMENT IS NOT APPROVED 42. If the Court declines preliminarily to approve this Settlement Agreement substantially on the terms set forth herein, or if the Court declines to finally approve the Settlement Agreement at or after the Settlement Hearing substantially on the terms set forth herein or as modified by stipulation by the Parties, or if the Court does not enter Judgment, or if such approval or Judgment is materially modified or otherwise not approved on appeal then Defendants shall, in their sole discretion, have the option to rescind this Settlement Agreement in its entirety. Defendants shall, in their sole discretion, have the option to rescind this Settlement Agreement in its entirety if members of the Class, whose claims in the aggregate total more than $250,000, opt out of the agreement. Defendants shall provide to Class Counsel notice of their intent to rescind within ten business days of receipt of notice of the Opt-Outs. If there is a dispute as to the aggregate amount of the Opt-Outs' claims, it shall be resolved by the Court. Defendants expressly reserve all of their respective rights to the extent that this Settlement Agreement does not become effective or if this Settlement Agreement is rescinded or terminated by Defendants pursuant to the terms of this Settlement Agreement.

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DEFAULT 45. Failure of any Defendant to pay the sums set forth in Paragraph 23 shall constitute default. Upon default of American Benefit Concepts, Inc., and after notice and 90 days to cure, Plaintiffs may enter a judgment in the form of Exhibit F against American Benefit Concepts, Jason Juberg, and Matt Harper in the amount of $8,000,000 less the amount

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American Benefit Concepts, Inc. has already paid under the Settlement Agreement. 46. Prior to entry of the default judgment, Defendants, individually or collectively, may petition the Court for modification of the payment terms of the Settlement Agreement. The Court may modify the payment terms if Defendants demonstrate a change of circumstances justifying the modification and the Court finds that it is in the best interest of the Class to modify the payment terms. Further, Plaintiffs and Defendants may jointly petition the Court for modification of Defendants' payment obligations and the Court may grant such modification if the Court finds that it is in the best interest of the Class.

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TAXES 48. Class Counsel shall be solely responsible for directing the Claims Administrator to file all informational and other tax returns necessary to report any taxable and/or net taxable income earned by the Settlement Payments. Further, Class Counsel shall be solely responsible for directing the Claims Administrator to make any tax payments, including interest and penalties due, on income earned by the Settlement Payments. Defendants shall have no responsibility to make any tax filings relating to this Settlement Agreement or the Settlement Payments. Other than as specifically set forth herein, Defendants shall have no responsibility for the payment of Taxes or Tax Expenses. For the purpose of § 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the "Administrator" of the Escrow Accounts or QSF shall be the Claims Administrator, who shall timely and properly file or cause to be filed on a timely basis, all tax returns necessary or advisable with respect to the Escrow Accounts or QSF (including without limitation all income tax returns, all informational returns, and all returns described in Treas. Reg. § 1.468B-2(1)). The Claims Administrator shall assure compliance with all applicable local, state and federal statutes, rules and regulations and shall prepare and distribute all necessary or appropriate tax forms and perform any customary or appropriate procedures attendant to processing or issuing payments and tax forms.

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USE OF THIS AGREEMENT 51. This Agreement and the fact of settlement of Plaintiffs' claims, including all negotiation and discussions leading up to the settlement, shall not constitute any admission of liability or other evidence of any violation of any statute or law or of any liability or wrongdoing by a Releasee or of the truth of any of the claims or allegations Plaintiffs may have asserted against Releasees.

MISCELLANEOUS 52. This Settlement Agreement including its Attachments constitutes the entire agreement among Plaintiffs and Defendants pertaining to the settlement of the Litigation against Defendants only and supersede any and all prior and contemporaneous

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undertakings of Plaintiffs and Defendants in connection therewith. No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by any party hereto to any other party concerning the subject matter hereof. Any and all prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants and warranties concerning the subject matter hereof are merged herein. This is an integrated agreement. This Settlement Agreement may be modified or amended only by a writing executed by Class Counsel and Defendants, which is then approved by the Court. 53. All terms of this Settlement Agreement shall be governed by and interpreted according to the substantive laws of Michigan without regard to its choice of law or conflict of law principles. The Circuit Court for Kalamazoo County, Michigan shall retain exclusive jurisdiction over all matters relating to the implementation and enforcement of the Settlement Agreement. Neither Defendants nor Plaintiffs, nor any of them, shall be considered to be the drafter of this Settlement Agreement, or any of their provisions for the purpose of any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter of this Settlement Agreement. Nothing expressed or implied in this Settlement Agreement is intended to or shall be construed to confer upon or give any person or entity other than Plaintiffs, Class Members, Defendants, Releasors, and Releasees any right or remedy under or by reason of this Settlement Agreement. This Settlement Agreement shall be binding upon, and inure to the benefit of the successors and assigns of Releasors and Releasees. Without limiting the generality of the foregoing, (a) each and every covenant and agreement made herein by Plaintiffs shall be binding upon all Class Members and Releasors; and (b) the covenants and agreements made in Paragraphs 21, 23, and 24 shall be binding on Defendants and its attorneys. Where this Settlement Agreement requires any party to provide notice or any other communication or document to any other party, such notice, communication, or document shall be provided by facsimile or letter by overnight delivery at the address reflected on the signature pages, with notice to be considered received on the day of receipt; provided, however, that any notice of non-delivery shall cause such notice to be invalid. This Settlement Agreement may be executed in counterparts by Plaintiffs and Defendants, and a facsimile or emailed image of a signature shall be deemed an original signature for purposes of executing this Settlement Agreement. Each of the undersigned attorneys represents that he or she is fully authorized to enter into the terms and conditions of, and to execute, this Settlement Agreement, by and on behalf of his or her respective clients.

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IN WITNESS WHEREOF, the Parties hereto, through their fully authorized representatives, have agreed to this Settlement Agreement, including Exhibits A through F, as of the date first herein written above.

_________________________________ David Arent _________________________________ Janet Morgenthau _________________________________ Norman Westrate _________________________________ American Benefit Concepts, Inc. By:______________________________ Its:_______________________________ __________________________________ Jason Juberg __________________________________ Matthew Harper

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