Khalil Zaghian v. THQ Inc et al

Filing 93

FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE by Judge Manuel L. Real: Upon the motion of the Lead Plaintiff for final approval of the Settlement set forth in the Stipulation and Agreement of Settlement dated 4/21/2017 81 , IT IS HEREBY ORDER ED, ADJUDGED AND DECREED that this Court hereby approves the Settlement set forth in the Stipulation and finds that said Settlement is, in all respects, fair, just, reasonable and adequate to the Settlement Class. The Court hereby dismisses the Litigation and all Settled Claims of the Settlement Class with prejudice, without costs as to any Settling Party. See document for further details. (gk)

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UNITED STATES DISTRICT COURT

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CENTRAL DISTRICT OF CALIFORNIA

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WESTERN DIVISION – LOS ANGELES

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KHALIL ZAGHIAN, Individually and
on Behalf of All Others Similarly
Situated,
Plaintiff,

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v.
THQ INC., BRIAN J. FARRELL, and
PAUL J. PUCINO,

Case No. 2:12-cv-05227-R
FINAL JUDGMENT AND ORDER
OF DISMISSAL WITH
PREJUDICE
Date: November 6, 2017
Time: 10:00 a.m.
Room: Courtroom 880, 8th Floor
Judge: Hon. Manuel L. Real

Defendants.

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Final Judgment
Case No. 2:12-cv-05227-R

This matter came before the Court for hearing pursuant to the Order of this
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Court, dated August 7, 2017, on the motion of the Lead Plaintiff for final approval of
the Settlement set forth in the Stipulation and Agreement of Settlement dated April
21, 2017 (the “Stipulation”). Due and adequate notice having been given to the
Settlement Class as required in said Order, and the Court having considered all papers
filed and proceedings had herein and otherwise being fully informed in the premises
and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED AND
DECREED that:
1.

This Judgment hereby incorporates by reference the definitions in the

Stipulation, and all capitalized terms used herein, unless otherwise defined, shall have
the same meanings as set forth in the Stipulation.
2.

This Court has jurisdiction over the subject matter of the Litigation and

over all parties to the Litigation, including all members of the Settlement Class.
3.

Pursuant to Federal Rule of Civil Procedure 23, this Court hereby

approves the Settlement set forth in the Stipulation and finds that said Settlement is,
in all respects, fair, just, reasonable and adequate to the Settlement Class. The Court
also hereby reaffirms its findings and conclusion, set forth in the Preliminary
Approval Order, that, for purposes of the Settlement only, the Settlement Class meets
the prerequisites for bringing a class action set forth in Federal Rule of Civil
Procedure Rule 23(a) and the requirements for maintenance of a class action under
Rule 23(b)(3). The Court hereby makes final its previously conditional certification
of the Settlement Class.
4.

Except as to any individual claim of those Persons (identified in Exhibit

1 attached hereto, if any) who have validly and timely requested exclusion from the
Settlement Class, the Litigation and all claims contained therein, as well as all of the
Settled Claims are dismissed with prejudice by the Lead Plaintiff and the other

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Final Judgment Order
Case No. 2:12-cv-05227-R

1 members of the Settlement Class, and as against the Released Parties. The Settling
2 Parties are to bear their own costs, except as otherwise provided in the Stipulation.
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5.

The Court finds that the Stipulation and Settlement contained therein,

4 and the Plan of Allocation are fair, reasonable and adequate as to each of the Settling
5 Parties, and that the Stipulation and Settlement contained therein and the Plan of
6 Allocation are hereby finally approved in all respects, and the Settling Parties are
7 hereby directed to perform its terms.
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6.

The Settling Parties expect the Settlement Fund to be fully consumed,

9 but if that does not happen, no portion of the Settlement Fund will revert to
10 Defendants. If any amounts remain in the Settlement Fund (after payment of all
11 notice and claim administration expenses, necessary taxes and tax expenses,
12 attorneys’ fees and expenses and eligible claims, including after the upward
13 adjustments of eligible claims), the amount remaining in the Settlement Fund will be
14 distributed pursuant to the cy pres doctrine to the Investor Protection Trust with
15 specific directions that such funds be used for investor education, or such other
16 organization as the Court directs.
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7.

Upon the Effective Date hereof, the Lead Plaintiff and each member of

18 the Settlement Class shall be deemed to have, and by operation of this Judgment shall
19 have, fully, finally, and forever released, relinquished and discharged all Settled
20 Claims (including Unknown Claims) against each and all of the Defendant Releasees,
21 whether or not such member of the Settlement Class executes and delivers the Proof
22 of Claim and Release. The Settling Parties acknowledge and the members of the
23 Settlement Class shall be deemed by operation of law to acknowledge, that the waiver
24 of Unknown Claims, and of the provisions, rights, and benefits of Section 1542 of
25 the California Civil Code, was bargained for and is a key element of the Settlement
26 of which the release in this paragraph is a part.
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Final Judgment
Case No. 2:12-cv-05227R

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8.

Lead Plaintiff, all members of the Settlement Class and anyone claiming

2 through or on behalf of any of them, are forever barred and enjoined from
3 commencing, instituting, or continuing to prosecute any action or proceeding in any
4 court of law or equity, arbitration tribunal, administrative forum, or other forum of
5 any kind, asserting against any of the Released Parties, and each of them, any of the
6 Settled Claims.
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9.

Upon the Effective Date, each of the Defendants shall be deemed to

8 have, and by operation of this Judgment shall have, fully, finally, and forever
9 released, relinquished and discharged each and all members of the Settlement Class
10 and counsel to the Lead Plaintiff from all claims (including Unknown Claims),
11 arising out of, relating to, or in connection with the institution, prosecution, assertion,
12 settlement or resolution of (i) the Litigation, or (ii) the Settled Claims, other than the
13 obligations provided in the Stipulation.
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10.

The Notice of Pendency and Proposed Settlement of Class Action given

15 to the Settlement Class was the best notice practicable under the circumstances,
16 including the individual notice to all members of the Settlement Class who could be
17 identified through reasonable effort. Said notice provided the best notice practicable
18 under the circumstances of those proceedings and of the matters set forth therein,
19 including the proposed Settlement set forth in the Stipulation, to all Persons entitled
20 to such notice, and said notice fully satisfied the requirements of Federal Rule of Civil
21 Procedure 23 and the requirements of due process.
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11.

Any Plan of Allocation submitted by Lead Counsel or any order entered

23 regarding the attorneys’ fees application shall in no way disturb, affect, or delay the
24 entry of this Judgment and shall be considered separate from this Judgment.
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12.

Neither the Stipulation nor the Settlement contained therein, nor any act

26 performed or document executed pursuant to or in furtherance of the Stipulation or
27 the Settlement: (i) is or may be deemed to be or may be used as an admission of, or
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Final Judgment
Case No. 2:12-cv-05227-R

1 evidence of, the validity of any Settled Claim, or of any wrongdoing or liability of
2 the Defendants, or (ii) is or may be deemed to be or may be used as an admission of,
3 or evidence of, any fault or omission of any of the Defendants in any civil, criminal
4 or administrative proceeding in any court, administrative agency or other tribunal.
5 The Defendant Releasees may file the Stipulation and/or the Judgment from this
6 action in any other action that may be brought against them in order to support a
7 defense or counterclaim based on principles of res judicata, collateral estoppel,
8 release, good faith settlement, judgment bar or reduction or any theory of claim
9 preclusion or issue preclusion or similar defense or counterclaim.
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13.

Without affecting the finality of this Judgment in any way, this Court

11 hereby retains continuing jurisdiction over (a) implementation of this Settlement and
12 any award or distribution of the Settlement Fund, including interest earned thereon;
13 (b) disposition of the Settlement Fund; (c) hearing and determining applications for
14 attorneys’ fees, interest and reimbursement of expenses in the Litigation; and (d) all
15 parties hereto for the purpose of construing, enforcing and administering the
16 Stipulation.
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14.

The Court finds that during the course of the Litigation, the Settling

18 Parties and their respective counsel at all times prosecuted and defended the
19 Litigation in good faith and at all times complied with the requirements of Federal
20 Rule of Civil Procedure 11.
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15.

In the event that the Settlement does not become effective in accordance

22 with the terms of the Stipulation or in the event that the Settlement Fund, or any
23 portion thereof, is returned to the Defendants except as provided for in the
24 Stipulation, then this Judgment shall be rendered null and void to the extent provided
25 by and in accordance with the Stipulation and shall be vacated and, in such event, all
26 orders entered and releases delivered in connection herewith shall be null and void to
27 the extent provided by and in accordance with the Stipulation.
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Final Judgment
Case No. 2:12-cv-05227-R

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16.

The Court hereby dismisses the Litigation and all Settled Claims of the

2 Settlement Class with prejudice, without costs as to any Settling Party. There is no
3 reason for delay in the entry of this Final Judgment and Order of Dismissal with
4 prejudice and immediate entry by the Clerk of the Court is expressly directed
5 pursuant to Rule 54 of the Federal Rules of Civil Procedure.
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IT IS SO ORDERED.

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DATED: November 6, 2017
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_____________________________________
HONORABLE MANUEL L. REAL
UNITED STATES DISTRICT JUDGE

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[Proposed] Final Judgment
Case No. 2:12-cv-05227-R