In Re: Western States Wholesale Natural Gas Antitrust Litigation (MDL 1566)

Filing 2903

FINAL JUDGMENT OF DISMISSAL WITH PREJUDICE AS TO CORAL ENERGY RESOURCES, L.P. re ECF No. 2894 Proposed Order, Signed by Judge Robert C. Jones on 6/5/2017. (Copies have been distributed pursuant to the NEF - DRM)

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UNITED STATES DISTRICT COURT
DISTRICT OF NEVADA

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THIS DOCUMENT RELATES TO:
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Learjet, Inc., et al. v. ONEOK Inc., et al.
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Heartland Regional Medical Center, et al. v. )
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ONEOK Inc., et al.
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Arandell Corp., et al. v. Xcel Energy, Inc., et
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al.
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NewPage Wisconsin System Inc. v. CMS
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Energy Resource Management Co., et al.
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IN RE WESTERN STATES WHOLESALE
4 NATURAL GAS ANTITRUST
LITIGATION
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Base Case No. 2:03-cv-01431-RCJ-PAL

Case No. 2:06-cv-00233-RCJ-PAL
Case No. 2:07-cv-00987-RCJ-PAL

Case No. 2:07-cv-01019-RCJ-PAL

Case No. 2:09-cv-00915-RCJ-PAL

FINAL JUDGMENT OF DISMISSAL WITH PREJUDICE
AS TO CORAL ENERGY RESOURCES, L.P.

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MDL Docket No. 1566

This matter has come before the Court to determine whether there is any cause why this

17 Court should not approve the settlement between Plaintiffs in the above-captioned Actions on behalf
18 of the Midwest Classes, and Coral Energy Resources, L.P., as succeeded by Shell Energy North
19 America (US), L.P. through merger (“Coral”), as set forth in the Settlement Agreement dated
20 September 1, 2016 (the “Agreement”). The Court, after carefully considering all papers filed and
21 proceedings held herein and otherwise being fully informed in the premises, has determined (1) that
22 the settlement should be approved, and (2) that there is no just reason for delay of the entry of this
23 Final Judgment approving the Agreement. Accordingly, the Court directs entry of Judgment which
24 shall constitute a final adjudication of the above-captioned Actions on the merits in accordance with
25 the terms of the Agreement. Good cause appearing therefor, it is:
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ORDERED, ADJUDGED AND DECREED THAT:

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1.

The Court has jurisdiction over the subject matter of the Actions and over all parties

28 to the Agreement, including all members of the Midwest Classes based upon the Court’s findings

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1 and conclusions herein that such settlement class members have been afforded the due process
2 protections of notice, an opportunity to be heard, a right to exclude themselves from the Midwest
3 Classes and adequate representation. Phillips Petroleum Co. v. Shutts, 472 U.S. 797 (1985).
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2.

All terms which are defined in the Agreement and used but not otherwise defined

5 herein shall have the meanings ascribed to them in the Agreement, all of which are incorporated
6 herein as though fully set forth in this Final Judgment.
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3.

By its Preliminary Approval Order, the Court certified, for purposes of settlement

8 only, these Actions as class actions against Coral under Federal Rule of Civil Procedure 23(b)(3).
9 The Classes are defined as follows:
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A.

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For purposes of the Kansas Class definition, a “direct purchaser”
means an industrial or commercial entity that bought natural gas for its
own use or consumption directly from any of the defendants in the
Actions, or from a seller other than a local distribution company.

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“Kansas Class” means:
All industrial and commercial direct purchasers of natural gas for their
own use or consumption during the period from January 1, 2000
through October 31, 2002, and which gas was used or consumed by
them in Kansas. Excluded from the Class are (a) entities that
purchased natural gas for resale (to the extent of such purchase(s) for
resale); (b) entities that purchased natural gas for generation of
electricity for the purpose of sale (to the extent of such purchase(s) for
generation); (c) defendants and their predecessors, affiliates, and
subsidiaries; (d) the federal government and its agencies; and (e)
Reorganized FLI, Inc. (f/k/a Farmland Industries, Inc.).

B.

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“Missouri Class” means:
All industrial and commercial direct purchasers of natural gas for their
own use or consumption during the period from January 1, 2000
through October 31, 2002, and which gas was used or consumed by
them in Missouri. Excluded from the Class are (a) entities that
purchased natural gas for resale (to the extent of such purchase(s) for
resale); (b) entities that purchased natural gas for generation of
electricity for the purpose of sale (to the extent of such purchase(s) for
generation); (c) defendants and their predecessors, affiliates, and
subsidiaries; (d) the federal government and its agencies; and (e)
Reorganized FLI, Inc. (f/k/a Farmland Industries, Inc.).
For purposes of the Missouri Class definition, a “direct purchaser”
means an industrial or commercial entity that bought natural gas for

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its own use or consumption directly from any of the defendants in the
Actions, or from a seller other than a local distribution company.

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C.

“Wisconsin Class” means:
All industrial and commercial purchasers of natural gas for their own
use and consumption during the period from January 1, 2000 through
October 31, 2002, which gas was used or consumed by them in
Wisconsin. Excluded from the class are (a) entities that purchased
natural gas for resale (to the extent of such purchase(s) for resale); (b)
entities that purchased natural gas for generation of electricity for the
purpose of sale (to the extent of such purchase(s) for generation); (c)
entities that purchased natural gas from entities that sold natural gas
at rates approved by a State regulatory entity or public service
commission (to the extent of such purchases at such approved rates);
(d) defendants and their predecessors, affiliates and subsidiaries; (e)
the federal government and its agencies; and (f) Reorganized FLI, Inc.
(f/k/a Farmland Industries, Inc.).

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“Midwest Classes” means, collectively, the Kansas Class, the Missouri Class, and the

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Wisconsin Class.

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E.

“Class Member” means each member of any one or more of the Midwest Classes.

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F.

“Class Period” means, with respect to each of the Midwest Classes, the period from

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January 1, 2000 through October 31, 2002.
4.

The Actions are, for settlement purposes, certified as class actions against Coral

18 pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure for each and all of the
19 Midwest Classes defined in paragraph 3 above and with respect to the Class Period defined in
20 paragraph 3 above. Certification of the Midwest Classes is appropriate because:
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a.

The Court finds that the requirements of Rule 23(a) of the Federal Rules of Civil

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Procedure have been met:

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(i)

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The Midwest Classes, are so numerous that joinder of all members is
impracticable;

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(ii)

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The Plaintiffs’ claims against Coral and the defenses thereto present questions
of law or fact common to the Midwest Classes;

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(iii)

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The claims against Coral brought by the Plaintiffs in the Actions, as industrial
and commercial purchasers of natural gas for their own use and consumption
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during the Class Period, are typical of the claims of, or defenses to the claims

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of, members of the Midwest Classes against Coral;
(iv)

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Class Counsel for the Midwest Classes have fairly, adequately and vigorously

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represented the interests of the Midwest Classes as respects claims against

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Coral; and
(v)

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Based on their active participation in discovery and the settlement, the

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Plaintiffs in the Actions have fairly, adequately and vigorously represented the

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interests of the Midwest Classes as respects Coral.

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b.

The Court finds that the requirements of Rule 23(b)(3) of the Federal Rules of Civil

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Procedure have been met:

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(i)

Questions of law or fact relating to whether Coral engaged in false or

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inaccurate reporting of natural gas transactions to the publishers of natural gas

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price indexes, or engaged in other unlawful conduct including natural gas

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wash trading or churning transactions, in furtherance of a conspiracy to

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manipulate prices for natural gas during the Class Period predominate over

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any questions affecting only individual members of any of the Midwest

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Classes;
(ii)

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There are no competing actions or any suggestions that a more efficient

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alternative to the Actions against Coral exists, and the Actions are the superior

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method for the fair and efficient adjudication of this controversy; and
(iii)

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Manageability for trial purposes is not an issue and need not be considered in

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determining whether to certify the Midwest Classes herein for purposes of

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settlement. See Amchem v. Windsor, 512 U.S. 591, 619 (1997).

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c.

desirable to facilitate resolution of complex litigation such as this litigation.

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Certification of class actions, such as the Actions, for the purpose of settlement, is

5.

The Court hereby finally approves and confirms the settlement set forth in the

27 Agreement and finds that said settlement is, in all respects, fair, reasonable, and adequate to the
28 Midwest Classes pursuant to Rule 23 of the Federal Rules of Civil Procedure. In reaching this
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1 determination, the Court has, based upon the evidence presented and its independent inquiry,
2 analysis and due diligence, considered: the serious questions of fact and law raised by Plaintiffs’
3 claims and Coral’s potential defenses in the Actions; the risk, expense, complexity, and likely
4 duration of further litigation; the risk of obtaining, and maintaining throughout trial and potential
5 appeal, class action status; the benefits of the settlement; the extent of discovery completed and the
6 stage of the proceedings; the experience and views of counsel that the settlement is fair and
7 reasonable; and the reaction(s) of the Midwest Class members to the settlement (both as to the
8 number of requests for exclusion from the Midwest Classes and as to the number and nature of the
9 objections to the settlement).
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6.

The Court hereby finds and concludes that the notice given to the Midwest Classes

11 complied with this Court’s Preliminary Approval Order , and that said notice was the best notice
12 practicable under the circumstances and fully satisfies the requirements of Rule 23 of the Federal
13 Rules of Civil Procedure and the requirements of due process, including, but not limited to, the form
14 of notice and methods of identifying and giving notice to the Midwest Classes of, inter alia, the
15 settlement terms, their rights to object to or exclude themselves from the settlement (and the
16 procedures to do so), and the Fairness Hearing.
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7.

Pursuant to Fed. R. Civ. P. 23(g), Polsinelli PC, McCallister Law Group, LLC, and

18 Barry Law Offices, LLC are appointed as co-counsel for the Kansas Class; Polsinelli PC and Barry
19 Law Offices, LLC are appointed as co-counsel for the Missouri Class, and Polsinelli PC, Kohner,
20 Mann & Kailas S.C., and Barry Law Offices, LLC are appointed as co-counsel for the Wisconsin
21 Class. These firms have and will fairly, adequately, vigorously and competently represent the
22 interests of the Midwest Classes. In particular, the Court finds that the Agreement is the result of
23 extensive, good-faith arm’s-length negotiations between the parties, and not the result of any
24 collusion or reverse auction.
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8.

As of the April 11, 2017 deadline designated in this Court’s Preliminary Approval

26 Order, no persons/entities requested exclusion from the Midwest Classes. Because no member of
27 any of the Midwest Classes submitted a timely and valid request, or indeed, any request, for
28 exclusion from the Midwest Classes, all members of any of the Midwest Classes are hereby (i)
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1 barred from asserting otherwise and (ii) bound by the terms of the Agreement, including the releases
2 of claims, and by this Final Judgment.
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9.

There were no objections filed to this settlement. Any member of the Midwest

4 Classes who failed to object or seek to intervene is conclusively deemed to have waived the right to
5 object or intervene and is barred from raising any objection to the settlement or this Final Judgment
6 in this or any other proceeding, including in an appeal.
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10.

This Court hereby dismisses on the merits and with prejudice, with each party to bear

8 its own costs and attorneys’ fees, these Actions as against Coral and as to all members of any of the
9 Midwest Classes.
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11.

Pursuant to paragraph 20 of the Agreement, the Releasees are hereby and forever

11 released and discharged from and with respect to any and all claims, demands, actions, suits, causes
12 of action for injuries, losses, damages or other consequences of every nature (whether known or
13 unknown, foreseen or unforeseen, suspected or unsuspected, actual or contingent, liquidated or
14 unliquidated, legal or equitable) that Releasors or any of them ever had, now has, or hereafter can,
15 shall, or may have in any capacity (whether class, individual, direct, derivative, representative or any
16 other capacity) on account of, or in any way arising out of, or relating in any way to any act or
17 omission of the Releasees or the other named defendants/alleged co-conspirators or any third party
18 alleged co-conspirators (or any of them) that is alleged in the Actions up to the date of the execution
19 of this Agreement or that could have been alleged in the Actions or in any other proceeding alleging
20 such acts or omissions (the “Released Claims”). All persons and entities who are Releasors are
21 hereby barred and permanently enjoined from commencing, prosecuting or continuing, either
22 directly or indirectly, against any of the Releasees, in this or any other jurisdiction, any and all
23 Released Claims and any other claims arising from any conduct alleged in any of the Actions. The
24 Released Claims shall not preclude Plaintiffs from pursuing any and all claims against any
25 defendants in the Actions other than Coral. Likewise, the Released Claims shall not impede
26 Plaintiffs’ rights to pursue claims against the non-settling defendants to recover for the full amount
27 of Plaintiffs’ and Class Members’ alleged damages as provided by applicable law.
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12.

Neither the Agreement, the preliminary approval of the settlement and conditional

2 certification for settlement purposes of the Midwest Classes, nor this Final Judgment (nor any
3 negotiations or documents associated with them) are to be deemed an admission of liability or fault
4 by Coral or by any of the Releasees, or a finding of the validity of any facts, allegations or claims
5 asserted in the Actions, or of any wrongdoing or of any violation of law by Coral or any of the
6 Releasees, or that any person has suffered any damage attributable to Coral or any of the Releasees,
7 or an admission by Coral or any of the Releasees as to the certifiability of a litigation class in the
8 Actions or in any other case. Neither the Agreement, nor any of its terms and provisions, nor any of
9 the negotiations or proceedings connected with it, nor any other action taken to carry out the
10 Agreement by any of the settling parties shall be referred to, offered as evidence or received in
11 evidence in any pending or future civil, criminal, or administrative action or proceedings, except in a
12 proceeding to enforce the Agreement, or to defend against the assertion of Released Claims, or as
13 otherwise required by law.
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13.

If for any reason this Final Judgment does not become “final” as provided in

15 paragraph 17 of the Agreement, and if either Coral or Plaintiffs thereafter exercise their unilateral
16 option(s) to rescind the settlement, terminate the Agreement and withdraw that Party’s consent to the
17 entry of this Final Judgment, then: (i) any preliminary or final certification of the Midwest Classes
18 shall be automatically vacated, nunc pro tunc; (ii) all other provisions set forth in paragraph 16 of
19 the Agreement shall apply; and (iii) any and all amounts paid by Coral into the Settlement Fund
20 and/or deposited in the Escrow Account (including interest earned thereon) shall be returned to Coral
21 within thirty (30) calendar days, less only disbursements made in accordance with paragraphs 23 and
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14.

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

24 continuing jurisdiction over: (a) implementation of this settlement and any distribution to Class
25 Members pursuant to further orders of this Court; (b) disposition of the Settlement Fund; (c) hearing
26 and determining applications by Plaintiffs’ counsel for attorneys’ fees, costs, expenses, and interest;
27 (d) the Actions until the Final Judgment contemplated hereby has become effective and each and
28 every act agreed to be performed by the parties has been performed pursuant to the Agreement;
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1 (e) hearing and ruling on any matters relating to the plan of allocation of settlement proceeds; and
2 (f) all parties to the Actions and Releasors, for the purpose of enforcing and administering the
3 Agreement and the releases and other documents contemplated by, or executed in connection with,
4 the Agreement.
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The Court finds, pursuant to Rules 54(a) and (b) of the Federal Rules of Civil

6 Procedure, that this Final Judgment should be entered and further finds that there is no just reason
7 for delay in the entry of this Judgment, as a Final Judgment, as to the parties to the Agreement.
8 Accordingly, the Clerk is hereby directed to enter Judgment forthwith.
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16.

Nothing in this Order shall be construed to expand the obligations of Coral under the

10 Agreement or to impose on Coral any obligations other than those contained in the Agreement.
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IT IS SO ORDERED.

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14 Dated: ___________________________
June 5, 2017
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_______________________________________
Hon. Robert C. Jones
United States District Judge

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