Brewster et al. v. All American Oilfield, LLC

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF ALASKA
GEORGE BREWSTER and RUSSEL
WILSON JR., individually and behalf of
all others similarly situated,
Plaintiffs,
vs.
ALL AMERICAN OILFIELD, LLC,
Defendant.
Case No. 3:21-cv-00007-JMK
ORDER GRANTING JOINT
MOTION FOR SETTLEMENT
APPROVAL
Before the Court is the Parties’ Joint Motion for Settlement Approval (the
“Motion”).1 	On February 24, 2022, this Court ordered supplemental briefing on the
Motion,2 which the parties jointly filed on April 13, 2022.3 	A revised Settlement
Agreement (“the Revised Agreement”) has been filed under seal, 4 along with other
supporting documents.5 	The Court approves the Revised Agreement, and the Motion is
GRANTED.
1 Docket 36.
2 Docket 45.
3 Docket 52 (sealed).
4 Docket 52-1 (sealed); Docket 53 (amendment) (sealed).
5 See generally Docket 52 (sealed).
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I. 	OVERVIEW OF THE PROPOSED SETTLEMENT
Plaintiffs’ Second Amended Complaint alleges that Defendant All American
Oilfield, LLC (“Oilfield”) violated the Fair Labor Standards Act (“FLSA”) by requiring
Plaintiffs and other similarly situated employees to work more than forty hours per
workweek, paid on a day rate basis, without being compensated for overtime.6 Defendant
filed two Motions to Dismiss before the parties entered into settlement negotiations.7 The
parties filed a Notice of Settlement on August 6, 2021,8 and the parties filed the present
Motion on January 13, 2022.9
The Revised Agreement establishes a maximum gross settlement amount of
$375,000,10 including:
1. 	$209,008 in individual settlement awards, paid to Participating
Settlement Class Members based on each member’s estimated overtime;11
2. 	$10,000 in service award payments, specifically, $5,000 to
each named Plaintiff;12
3. 	$150,992 in attorneys’ fees and litigation costs to Class
Counsel;13 and
6 See generally Docket 40.
7 Docket 14; Docket 17. The Court denied the Motions to Dismiss as moot after Plaintiffs
filed a First and Second Amended Complaint. Docket 44.
8 Docket 21.
9 Docket 36.
10 Docket 52-1 at ¶ 9(i) (sealed).
11 Docket 52-1 at ¶ 9(k) (sealed); see also id. at 23 (Exhibit B to Revised Agreement.
12 Docket 52-1 at ¶ 15(a) (sealed).
13 Docket 52-1 at ¶ 15(b) (sealed.
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4. 	$5,000 in settlement administration costs, including payment
of the Settlement Administrator.14
In consideration for these awards, Participating Settlement Class Members
release any wage-related claims against Defendant for work performed during the Class
Period.15 	Named Plaintiffs George Brewster and Russel Wilson are subject to a more
general release from any and all claims against Defendant based on conduct up to and
including the date of this Order.16 Defendant, in turn, releases Plaintiff George Brewster
from any and all claims, including those brought against him in All American Oilfield, LLC
v. George Brewster, Case No. 3AN-21-08351CI, in the District Court for the State of
Alaska Third Judicial District at Anchorage (“the Brewster Litigation”).17
The Revised Agreement provides that Plaintiffs’ counsel will send the Notice
of Settlement to all Settlement Class Members within fourteen days of the Court’s approval
of the Revised Agreement.18 	To opt into the settlement, Class Members must return
executed settlement papers to Plaintiffs’ counsel within sixty days.19
The Revised Agreement stipulates that, solely for settlement purposes, the
requisites for establishing collective action certification under the FLSA pursuant to
29 U.S.C. § 216(b) are met.20 	It further provides that Plaintiffs shall file a Motion for
Approval of Settlement Agreement, requesting that the Court approve the settlement,
14 Docket 52-1 at ¶ 15(c) (sealed).
15 See id. at ¶ 10(b) (sealed); Docket 53 (amendment) (sealed).
16 Docket 52-1 at ¶ 10(a) (sealed).
17 Id. (sealed)
18 Id. at ¶ 11(d) (sealed).
19 Id. at ¶ 19 (sealed).
20 Id. at ¶ 7 (sealed).
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certify the Settlement Class pursuant to 29 U.S.C. § 216(b) for settlement purposes only,
and approve the Notice form.21 Plaintiffs’ initial Motion does not address certification of
the collective action or approval of the Notice form;22 however, the parties’ supplemental
briefing includes those requests. 23
II. 	LEGAL STANDARD
The provisions of the FLSA are not subject to waiver by employees. 24 	As
such, wage claims arising under the FLSA may be settled only with approval from a district
court or the Secretary of Labor.25 To approve settlement of FLSA claims, the Court must
determine whether the settlement agreement represents a “fair and reasonable resolution of
a bona fide dispute.” 26
First, the court decides if a bona fide dispute exists. 	“A bona fide dispute
exists when there are legitimate questions about ‘the existence and extend of Defendant’s
FLSA liability.’ . . . If there is no question that the FLSA entitles plaintiffs to the
compensation they seek, then a court will not approve a settlement because to do so would
allow the employer to avoid the full cost of complying with the statute.”27
21 Id. at ¶ 11(a) (sealed).
22 See Docket 36.
23 Docket 52 at 2–3 (sealed).
24 Lynn’s Food Stores, Inc. v. United States By & Through U.S. Dep’t of Lab., Emp.
Standards Admin., Wage & Hour Div., 679 F.2d 1350, 1352 (11th Cir. 1982).
25 Id. at 1353; see also 29 U.S.C. § 216(c).
26 Lynn’s Food Stores, 679 F.2d at 1355.
27 Selk v. Pioneers Mem’l Healthcare Dist., 159 F. Supp. 3d 1164, 1172 (S.D. Cal. 2016)
(internal citations omitted).
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Next, the court decides whether the agreement is “fair and reasonable.”28 To
this Court’s knowledge, the Ninth Circuit has yet to articulate a test for whether an FLSA
settlement is fair and reasonable. As such, this Court will apply the test described by the
Southern District of California in Selk v. Pioneers Memorial Healthcare District. 29 Under
Selk, the Court will consider the “totality of the circumstances” and, when appropriate,
draw on the criteria for class action settlement under Federal Rule of Civil Procedure
23(e).30 This includes the following factors:
“(1) the plaintiff's range of possible recovery; (2) the stage of
proceedings and amount of discovery completed; (3) the
seriousness of the litigation risks faced by the parties; (4) the
scope of any release provision in the settlement agreement;
(5) the experience and views of counsel and the opinion of
participating plaintiffs; and (6) the possibility of fraud or
collusion.”31
Overall, the Court’s primary duty in scrutinizing a settlement agreement is to protect the
purpose of the FLSA while balancing the parties’ desire to settle.32
28 See Lynn’s Food Stores, 679 F.2d at 1355.
29 Selk, 159 F. Supp. 3d at 1172–73.
30 Id. at 1173 (“This approach replicates the factors relevant to Rule 23 class actions where
appropriate but adjusts or departs from those factors when necessary to account for the labor rights
at issue. This Court adopts a variation of the totality of circumstances approach here.”). As the
parties have recognized, drawing on the criteria for a Rule 23 class action settlement does not
subject an FLSA collective action settlement to its more exacting standards. 	See Beckman v.
KeyBank, N.A., 293 F.R.D. 467, 476 (S.D.N.Y. 2013). The Court notes that, for the purposes of
this Order, it uses the terms “class” and “certification” in an informal sense, as no class is being
certified under Rule 23.
31 Selk, 159 F. Supp. 3d at 1173.
32 Id.
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III. 	DISCUSSION
The Court finds that the Revised Agreement represents a fair and reasonable
resolution of a bona fide dispute under the FLSA. 	The parties’ supplemental briefing
thoroughly details the factors outlined in Selk, and shows that the Revised Agreement
provides substantial relief to all parties.
A. 	Bona Fide Dispute
The litigation is in its infancy; however, the parties have engaged in informal
discovery regarding the merits of the case and met on several occasions to discuss the legal
and factual issues presented by Plaintiffs’ claims, Defendant’s defenses, and potential
issues regarding collective certification.33 Defendant argues that Plaintiffs are exempt from
the overtime requirements of the FLSA as managerial employees under 29 U.S.C.
§ 213(a)(1).34 	Defendant 	explains 	that 	putative 	Class 	Members 	are 	“white 	collar
supervisors” with exempt and nonmanual duties, that each worker was guaranteed to
receive at least $684 per week, and that payment of a day rate does not undermine the
salary requirement of the FLSA’s executive exemption.35 Defendant has articulated “the
reasons for disputing the employee’s rights to a minimum wage or overtime” such that the
Court can ensure there exist “legitimate questions about the existence and extent of
33 Docket 36 at 3; Docket 52 at 13–14 (sealed).
34 Docket 52 at 11 (sealed); see also Docket 17 at 5 (mentioning that Plaintiff’s position
generally is regarded as managerial and supervisory).
35 Docket 52 at 11 (sealed); 29 C.F.R. § 541.
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Defendant’s FLSA liability.”36 The Court can conclude that a bona fide dispute exists over
the right of Plaintiffs to receive overtime pay.
B. 	Plaintiffs’ Range of Possible Recovery
To evaluate the fairness of the settlement amount provided for in the Revised
Agreement, the Court must compare it against Plaintiffs’ range of possible recovery. Here,
Plaintiffs estimated a possible recovery of $593,873.28 in both unpaid overtime wages and
liquidated damages over a two-year period.37 The parties have supported this estimate with
data provided by Defendant that reflects the total number of work weeks for each putative
Class Member, estimates 20.6 hours of overtime per employee per week, and calculates
the value of that overtime. 38 	The net settlement amount of $219,008 represents an
approximate recovery of 63 percent of Plaintiffs’ maximum two-year back wages and
approximately 37 percent of the total possible recovery. 	The Court finds this a fair and
reasonable settlement amount, particularly given the risks associated with complex FLSA
litigation.39
36 See Selk 159 F. Supp. 3d at 1172; Mamani v. Licetti, No. 13-CV-7002 KMW JCF, 2014
WL 2971050, at *2 (S.D.N.Y. July 2, 2014) (explaining that to demonstrate a bona fide dispute
under the FLSA, “[t]he employer should articulate the reasons for disputing the employee’s right
to a minimum wage or overtime, and the employee must articulate the reasons justifying his
entitlement to the disputed wages”).
37 Docket 52 at 12 (sealed); Docket 52-6 (sealed).
38 Docket 52-6 (sealed).
39 See Bellinghausen v. Tractor Supply Co., 306 F.R.D. 245, 256 (N.D. Cal. 2015) (finding
a wage and hour class settlement fair where the settlement fund represented between 11 percent
and 27 percent of the total potential recovery); Jones v. Agilysys, Inc., No. C 12–03516 SBA, 2014
WL 2090034, at *2 (N.D. Cal. May 19, 2014) (finding a FLSA settlement that constituted between
30 percent to 60 percent of recoverable damages to be a “tangible monetary benefit” for the class
members).
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C. 	Stage of Proceedings and Seriousness of Litigation Risks
As discussed, the parties have engaged in informal discovery of Defendant’s
pay records, workweek data for the entire settlement class, and information regarding pay
and worktime data extrapolated from Plaintiffs’ estimates.40 This is sufficient for Plaintiffs
to make an “informed decision” about the risks and merits of settlement,41 particularly
given Plaintiffs’ counsel’s extensive experience in wage and hour class actions.42
D. 	Release Provisions
The Revised Agreement provides that all Participating Settlement Class
Members release any wage-related claims against Defendant for work performed during
the Class Period.43 	As the Court indicated in its previous Order, this release provision
appears fair and reasonable. Additionally, while the FLSA generally guards against broad
releases, 44 the global release governing named Plaintiffs Brewster and Wilson also appears
reasonable. 	Mr. 	Wilson 	and 	Mr. 	Brewster 	were 	represented 	by 	counsel 	during
negotiations, are individual signatories to the Revised Agreement, and each receive $5,000
as consideration for the general release. 45 	Unlike the initial Settlement Agreement, the
40 Docket 52 at 13 (sealed).
41 See In re Mego Fin. Corp. Sec. Litig., 213 F.3d 454, 459 (9th Cir. 2000) (emphasizing
that the touchstone of the analysis is whether “the parties have sufficient information to make an
informed decision about settlement,” including formal and informal discovery).
42 See Docket 52-3 (sealed); Docket 52-4 (sealed); Docket 52-5 (sealed).
43 Docket 52-1 at ¶ 10(b) (sealed); Docket 53 (amendment) (sealed).
44 Moreno v. Regions Bank, 729 F. Supp. 2d 1346, 1352 (M.D. Fla. 2010) (“[A] pervasive
release in an FLSA settlement confers an uncompensated, unevaluated, and unfair benefit on the
employer”).
45 See Selk v. Pioneers Mem’l Healthcare Dist., 159 F. Supp. 3d 1164, 1178–79 (S.D. Cal.
2016) (finding that general release for named plaintiffs was reasonable because named plaintiffs
receive additional consideration); McKeen-Chaplin v. Franklin Am. Mortg. Co., No. C 10-5243
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Revised Agreement includes opt-in plaintiff Keith Carter in the limited, rather than global,
release. 46 The release provisions are appropriately tailored to the lawsuit, and protect the
purposes of the FLSA.
E. 	Views of Counsel and Participating Plaintiffs
Class counsel has significant experience in collective actions under the
FLSA.47 Counsel views the Revised Agreement as an “excellent recovery” for Plaintiffs,48
and the supplemental briefing provided to the Court supports this opinion. While putative
Class Members have not yet been made aware of the Revised Agreement, the parties aver
that participating Plaintiffs do not object to the settlement’s terms and explain that Keith
Carter was removed as a named plaintiff because he was unable to participate in settlement
negotiations.49 This factor is satisfied.
F. 	Fraud or Collusion
The Court requested additional briefing on the pending state court action
against Mr. Brewster, as well as Mr. Carter’s role in this litigation that resulted in his global
release. As mentioned, Mr. Carter’s general release has been removed from the Revised
Agreement. The parties have explained the Brewster Litigation and its independence from
this action.50 	The Court appreciates the parties’ briefing and is satisfied that there is no
risk that the settlement was subject to fraud or collusion.
SBA, 2012 WL 6629608, at *5 (N.D. Cal. Dec. 19, 2012) (finding that general release was not fair
because plaintiffs were not individually compensated for release of non-wage claims).
46 Docket 53 (sealed).
47 See Docket 52-3 (sealed); Docket 52-4 (sealed); Docket 52-5 (sealed).
48 Docket 52 at 17–18 (sealed).
49 Id. at 17 (sealed).
50 Id. at 18 (sealed).
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G. 	Service Awards
The Revised Agreement provides that Plaintiffs Brewster and Wilson shall
receive $5,000 “for their efforts in bringing and prosecuting the Action,” and in
consideration for the general release. 51 	The Court requested clarification on the role
Mr. Brewster and Mr. Wilson played in the litigation considering Mr. Carter’s position as
named Plaintiff until January 27, 2022. 	Although not the original named Plaintiffs, the
parties explain that Mr. Brewster and Mr. Wilson contributed significant investigative
work, faced potential retaliation and future employment risk, and were integral in
settlement negotiations.52 The Court finds the service awards to be appropriate.
H. 	Attorney’s Fees and Costs
“Where a proposed settlement of FLSA claims includes the payment of
attorney’s fees, the court must also assess the reasonableness of the fee award.” 53 	The
Revised Agreement provides for $150,000 in attorney’s fees, representing a 40 percent fee
award, in addition to $992 in costs. 54 The Court requested evidence that provides a factual
basis for the award, and Plaintiffs have provided a table of costs, 55 time records that specify
the date, the hours expended, and the nature of the legal work done,56 and Class Counsel’s
51 Docket 52-1 at ¶ 15(a) (sealed).
52 Docket 52 at 20 (sealed).
53 Wolinsky v. Scholastic Inc., 900 F. Supp. 2d 332, 336 (S.D.N.Y. 2012).
54 Docket 52-1 at ¶ 15(b)(i) (sealed).
55 Docket 52-8 (sealed).
56 Docket 52-7 (sealed); Docket 52-11 (sealed).
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resumes. 57 	Overall, Class Counsel’s lodestar calculations total $61,785, with a 2.43
multiplier to reach $150,000. 58
“In ‘common-fund’ cases where the settlement or award creates a large fund
for distribution to the class, the district court has discretion to use either a percentage or
lodestar method;” however, courts tend to use the former option.59 The district court may
also “cross-check[]” the award using both approaches.60 The ultimate goal, regardless of
method, is to reasonably compensate counsel for their efforts in creating the common
fund.61 In the Ninth Circuit, district courts consider “all of the circumstances of the case,”
including: (1) the results achieved; (2) the risk of litigation; (3) the skill required and the
quality of work; (4) the contingent nature of the fee and the financial burden carried by the
plaintiffs; and (5) awards made in similar cases. 62
While a 40 percent fee exceeds the Ninth Circuit’s benchmark award of
25 percent, the Court finds it appropriate in light of the circumstances and counsel’s
lodestar calculations.63 	As previously discussed, the Revised Agreement provides a
substantial economic benefit to the class in the face of complex litigation and a Circuit-
split in relevant precedent. 	Class Counsel are experienced wage-and-hour attorneys
working on contingency; as such, the 2.43 multiplier on the loadstar figure is appropriate
57 Docket 52-3 (sealed); Docket 52-4 (sealed); Docket 52-5 (sealed).
58 Docket 52 at 27 (sealed).
59 Hanlon v. Chrysler Corp., 150 F.3d 1011, 1029 (9th Cir. 1998), abrogated on other
grounds by Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338 (2011).
60 In re Bluetooth Headset Prod. Liab. Litig., 654 F.3d 935, 944 (9th Cir. 2011).
61 Paul, Johnson, Alston, & Hunt v. Graulty, 886 F.2d 268, 271 (9th Cir. 1989).
62 Vizcaino v. Microsoft Corp., 290 F.3d 1043, 1048–50 (9th Cir. 2002).
63 See id. at 1048 (finding that the 25 percent benchmark is a starting point for analysis but
may not be appropriate in all cases).
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given the risk of non-recovery and the skill required.64 	Further, the multiplier ultimately
will decrease with the additional hours spent by counsel implementing the Revised
Agreement. 	While slightly at the upper range, the 40 percent fee and 2.43 multiplier
comport with precedent.65 The award of costs and attorney’s fees is reasonable.
I. 	Notice and Collective Action Certification
Courts typically do not require collective action certification for approval of
FLSA settlement claims; however, the Revised Agreement provides that Plaintiffs shall
request that the Court certify the class pursuant to 29 U.S.C. § 216(b) and approve the
Notice form.66
The 	Notice 	provides 	information 	regarding 	the 	claims 	made 	against
Defendant, the terms of the Revised Agreement, the recipient’s right to share in the
settlement award, and the recipient’s right to not participate in the settlement.67 The Notice
contains all appropriate information and gives recipients sixty days to return executed
settlement papers. The Court approves its use for the settlement class.
64 See Kerr v. Screen Extras Guild, Inc., 526 F.2d 67, 70 (9th Cir. 1975), abrogated on
other grounds by City of Burlington v. Dague, 505 U.S. 557 (1992); see also Hanlon, 150 F.3d at
1029 (a lodestar figure “may be adjusted upward or downward to account for several factors
including the quality of the representation, the benefit obtained for the class, the complexity and
novelty of the issues presented, and the risk of nonpayment”).
65 See, e.g., Rippee v. Bos. Mkt. Corp., Nos. 05 Civ. 1359, 05 Civ. 1360, 2006 WL
8455400, at *4 (S.D. Cal. Oct. 10, 2006) (approving 40 percent fee and 3.2x multiplier); Vizcaino,
290 F.3d at 1051 n.6 (finding that 83 percent of approved class action settlements had fee
multipliers between 1.5 and 4); Steiner v. Am. Broadcasting Co., Inc., 248 Fed. App’x 780, 783
(9th Cir. 2007) (finding that multiplier of 6.85 falls within acceptable range).
66 Docket 52-1 at ¶ 11(a) (sealed).
67 Id. at 15–18 (sealed).
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The Court also certifies the class for settlement purposes. 	“Conditional
certification requires little more than substantial allegations, supported by declarations or
discovery, that the putative class members were together the victims of a single decision,
policy, or plan.”68 Plaintiffs easily meet the lenient standard for conditional certification:
they have alleged that they and other tool pushers were deprived of overtime under
Defendant’s single policy to pay such employees on a day rate basis.69 Normally, the party
opposing certification may move to decertify the class, and at that point, the Court would
adopt a stricter standard for whether the putative Class Members are “similarly situated.”70
Here, however, the parties have stipulated that, solely for settlement purposes, the
requisites for establishing collective action under the FLSA are met. 71 	Thus, The Court
certifies the class as a collective action under 29 U.S.C. § 216(b) for the purposes of
settlement.
IV. 	CONCLUSION
The Revised Agreement represents a fair and reasonable resolution of a bona
fide dispute under the FLSA, and the Joint Motion for Settlement Approval is GRANTED.
The Court approves the terms and conditions of the Revised Agreement, including its
provision that requests the Court to conditionally certify the class and approve the Notice.
This case is DISMISSED WITH PREJUDICE pursuant to the Revised Agreement.
68 Dualan v. Jacob Transp. Servs., LLC, 172 F. Supp. 3d 1138, 1144 (D. Nev. 2016)
(internal quotation omitted).
69 See generally Docket 40.
70 Dualan, 172 F. Supp. 3d at 1144–45.
71 Docket 52-1 at ¶ 7 (sealed).
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IT IS SO ORDERED this 13th day of May, 2022, at Anchorage, Alaska.
/s/ Joshua M. Kindred
JOSHUA M. KINDRED
United States District Judge
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