Del Sesto et al v. Prospect CharterCARE, LLC et al

Filing 164

MEMORANDUM AND ORDER Entering Final Approval of the Settlement pursuant to #124 Memorandum and Order granting preliminary approval of the Joint Motion for Settlement Class Certification, Appointment of Class Counsel, and Preliminary Approval by Plaintiffs and Defendants SJHSRI, RWH, and CCCB. So Ordered by Chief Judge William E. Smith on 10/9/2019. (Jackson, Ryan)

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF RHODE ISLAND
___________________________________
)
STEPHEN DEL SESTO, AS RECEIVER AND )
ADMINISTRATOR OF THE ST. JOSEPH
)
HEALTH SERVICES OF RHODE ISLAND
)
RETIREMENT PLAN, ET AL.
)
)
Plaintiffs,
)
)
C.A. No. 18-328 WES
v.
)
)
PROSPECT CHARTERCARE, LLC, ET AL., )
)
Defendants.
)
___________________________________)
MEMORANDUM AND ORDER
WILLIAM E. SMITH, Chief Judge.
Before
settlement

the

Court

reached

is

a

request

between

for

Plaintiff

final

approval

Stephen

Del

of

a

Sesto

(“Receiver”), as state appointed receiver and administrator of the
St.

Joseph

Health

Services

of

Rhode

Island

Retirement

Plan

(“Plan”), Named Plaintiffs Gail J. Major, Nancy Zompa, Ralph
Bryden, Dorothy Willner, Caroll Short, Donna Boutelle, and Eugenia
Levesque, individually and on behalf of others similarly situated
(collectively, “Plaintiffs”), and Defendants St. Joseph Health
Services

of

Rhode

Island

(“SJHSRI”),

Roger

Williams

Hospital

(“RWH”), and CharterCARE Community Board (“CCCB”)(collectively,
the

“Settling

Defendants”).

Two

1

groups

of

defendants

-

the

Diocesan Defendants 1 and the Prospect Entities 2 (collectively, the
“Non-Settling Defendants”) - object to approval of the settlement.
Following preliminary approval of the settlement, a fairness
hearing was held on September 10, 2019.
10, 2019.

See Min. Entry for Sept.

For the reasons stated in this memorandum and order,

the Court GRANTS final approval of the settlement and certifies
the class, class representatives, and class counsel. 3
I.

Background
This action stems from alleged underfunding of a retirement

plan for nurses and other hospital workers employed by SJHSRI. Am.
Compl. ¶ 54, ECF No. 60.

According to the amended complaint, the

Plan, which has 2,729 participants, is insolvent.

Id.

After the

Plan was placed into receivership in 2017, the Receiver and several
named participants, individually and on behalf of a purported class
of plan participants, filed a twenty-three-count complaint in this
Court

against

several

defendants,

alleging

violations

of

the

Employee Retirement Income Security Act (“ERISA”) for failure to

1

The Diocesan Defendants consist of the Roman Catholic Bishop of
Providence, a corporation sole, the Diocesan Administration
Corporation, and the Diocesan Service Corporation.
2
The Prospect Entities include Prospect CharterCARE, LLC, Prospect
CharterCARE SJHSRI, LLC, Prospect CharterCARE RWMC, LLC, Prospect
East Holdings, Inc., and Prospect Medical Holdings, Inc.
3 This memorandum and order addresses only the merits of this
settlement agreement. Plaintiffs’ Motion for Attorneys’ Fees in
connection with the settlement, ECF No. 64, is currently being
reviewed by the Special Master appointed by the Court on September
5, 2019. See Order Appointing Special Master 4, ECF No. 152.
2

meet minimum funding requirements and breach of fiduciary duty, as
well as various state law claims.

See generally Am. Compl.

A number of defendants have agreed to settle with Plaintiffs,
resulting

in

two

separate

settlement

agreements.

The

Court

approved the settlement reached between Plaintiffs and SJHSRI,
RWH, CCCB, and CharterCARE Foundation (“CCF”) (“Settlement B”) for
the reasons stated in its Memorandum of Decision Entering Final
Approval of the Settlement, ECF No. 162.

The settlement currently

before the Court, “Settlement A,” was reached between Plaintiffs
and SJHSRI, RWH, and CCCB. See Joint Mot. for Class Certification,
Appointment of Class Counsel, and Preliminary Settlement Approval
(“Joint Mot. for Prelim. Approval”) 1, ECF No. 63.
The terms of Settlement A are set forth in the parties’
settlement agreement, ECF No. 63-2.

In sum, following approval,

the Settling Defendants will transfer to the Receiver an initial
lump sum payment in an amount not less than $11,150,000.
Settlement A ¶¶ 1(q), 10.

See

Additionally, the Settling Defendants

will assign to the Receiver all rights in an escrow account held
by the Rhode Island Department of Labor and Training with a current
balance of $750,000.

Id. ¶¶ 15-16.

CCCB will also assign its

rights in CCF to the Receiver, and the Settling Defendants will
hold

CCCB’s

interest

in

non-settling

CharterCARE in trust for the Receiver.
17.

defendant

Prospect

See id. ¶¶ 1(c), 1(d), 13,

Finally, the Settling Defendants agree to petition the Rhode
3

Island

Superior

Court

to

initiate

judicial

liquidation

proceedings, pursuant to which their remaining assets will be
distributed to creditors, including Plaintiffs.
26.

See id. ¶¶ 21-

In exchange, Plaintiffs will release the Settling Defendants

and their agents, officers, and directors serving after June 20,
2014 from liability as it relates to the Plan. 4

See id. ¶ 11, Exs.

9, 10, 11 at 1-2.
Plaintiffs

and

Settling

Defendants

sought

preliminary

approval of the settlement, to which the Non-Settling Defendants
objected.

See generally Joint Mot. for Prelim. Approval; Diocesan

Defs. Resp. in Opp’n To Joint Mot. for Prelim. Approval (“Diocesan
Opp’n to Prelim. Approval”), ECF No. 73;

Prospect Entities Opp’n

To Joint Mot. for Prelim. Approval (“Prospect Opp’n to Prelim.
Approval”), ECF No 75.

On June 6, 2019, the Court preliminarily

approved the settlement and directed the settling parties to give
notice to the purported class.

Order Granting Prelim. Approval

15, 20, ECF No. 124.
Plaintiffs and Settling Defendants now seek final approval of
the settlement.

See Pl. Mem. in Supp. of Mot. for Final Approval

of Class Action Partial Settlement 1, ECF No. 149 (“Final Approval
Mem.”).

The Non-Settling Defendants object to final approval on

4

Certain categories of claims are excepted from these releases.
See Settlement A ¶ 11, Exs. 9, 10, 11 at 2.
The release also
excludes one current officer. See id.
4

several grounds.

Some of the objections relate to the merits of

the case - whether ERISA applies to the Plan and the consequences
flowing from that determination. See Diocesan Opp’n to Final
Approval 2.

The Non-Settling Defendants also object on the basis

that R.I. Gen. Laws § 23-17.14-35 is unconstitutional or preempted
by ERISA.

See id.

The Non-Settling Defendants’ central argument,

however, is that the settlement should not be approved because it
is the product of collusion between the Receiver and the Settling
Defendants.

Id. at 3; Prospect Entities’ Obj. to Final Settlement

Approval 1 (“Prospect Obj. to Final Approval”), ECF No. 147.
II.

Discussion
a. Jurisdiction 5
In order to approve the settlement, the Court must first

determine that it has jurisdiction over the dispute.

A federal

court has subject matter jurisdiction under 28 U.S.C. § 1331 so
long as “the plaintiff’s well-pleaded complaint. . . exhibit[s],
within its four corners, either an explicit federal cause of action
or a state-law cause of action that contains an embedded question
of federal law that is both substantial and disputed.”

R.I.

Fishermen’s All. v. R.I. Dept. of Envtl. Mgmt., 585 F.3d 42, 48

5

As the analysis is the same for both settlements, the Court
takes this section from its Memorandum of Decision Entering Final
Settlement Approval of the Settlement for Settlement B 4-7, ECF
No. 162.
5

(1st Cir. 2009); see 28 U.S.C. § 1331. Plaintiffs’ complaint
alleges four claims which arise under ERISA - a federal statute.
Moreover, Plaintiffs must meet statutory and constitutional
requirements for standing as part of the threshold jurisdictional
analysis.

See In re Deepwater Horizon, 739 F.3d 790, 798 (5th

Cir. 2014).

As to statutory standing, the civil enforcement

provision under ERISA, 29 U.S.C. § 1132, allows claims by plan
participants,

beneficiaries,

and

fiduciary duty and equitable relief.
& (3).
Plan,

for

breach

of

See 29 U.S.C. § 1132(a)(2)

The named plaintiffs are all current participants of the
and

the

purported

beneficiaries of the Plan.
the

fiduciaries

Receiver

is

an

class

includes

participants

Am. Compl. ¶¶ 3-9, 35.

ERISA

fiduciary

because

and

Furthermore,
he,

as

Plan

administrator, “exercises discretionary control or authority over
the plan’s management, administration, or assets[.]”

Mertens v.

Hewitt Assoc., 508 U.S. 248, 251 (1993); 29 U.S.C. § 1102(a).
Constitutional standing under Article III requires an injury
in fact, a causal connection between the injury and the defendant’s
conduct, and the likelihood that a favorable outcome will redress
the injury.
(1992).

Lujan v. Defenders of Wildlife, 504 U.S. 555, 560-61

While an injury must be particularized and concrete,

“[t]his does not mean, however, that the risk of real harm cannot
satisfy the requirement of concreteness.”
136 S.Ct. 1540, 1549 (2016).

Spokeo, Inc. v. Robins,

“At the pleading stage, general
6

factual

allegations

of

injury

conduct may suffice[.]”
Deepwater

Horizon,

739

resulting

from

the

defendant’s

Lujan, 504 U.S. at 561; see In re
F.3d

at

804

(“[I]t

is

sufficient

for

standing purposes that the plaintiffs seek recovery for an economic
harm that they allege they have suffered because for each class
member we must assume arguendo the merits of his or her legal claim
at the Rule 23 stage.”) (internal citation omitted).
In the amended complaint, Plaintiffs allege that the Plan is
“grossly underfunded” because the Plan’s sponsor did not make
required contributions for many years, particularly from 2010 to
2016, and that Defendants knew that the sponsor of the Plan faced
liabilities well exceeding its assets as of 2014.
63, 448.

Am. Compl. ¶

Plaintiffs also allege that, “[a]s a result of SJHSRI’s

failure to fund the Plan in accordance with ERISA’s minimum funding
standards, Plaintiffs pensions will be lost or at least severely
reduced.” 6

Id. ¶ 458.

Given that the Court must accept these

allegations as true at this stage of the proceedings, the Court is
satisfied that Plaintiffs have alleged an injury sufficient for
standing.

See Dezelan v. Voya Ret. Ins. Annuity Co., No. 3:16-

cv-1251, 2017 WL 2909714, at *5 (D. Conn. July 6, 2017)(“Generally,
a

plaintiff

has

standing

to

bring

6

an

ERISA

claim

where

the

The Plaintiffs further allege that when the Plan was placed
into receivership, there was a request that “the Rhode Island
Superior Court approve a virtually immediate 40% across-the-board
reduction in benefits.” Am. Compl. ¶ 54.
7

plaintiff alleges a causal connection between defendants’ actions
and

actual

harm

to

an

ERISA

plan

in

which

the

plaintiff

participates.”)(citing LaRue v. DeWolff, Boberg & Assoc., Inc.,
552 U.S. 248, 255-56 (2008)(recognizing that an ERISA claim for
breach of fiduciary duty “does not provide a remedy for individual
injuries

distinct

from

plan

injuries”

and

stating

that

“[m]isconduct by the administrators of a defined benefit plan will
not affect an individual’s entitlement to a defined benefit unless
it creates or enhances the risk of default by the entire plan.”)).
Therefore, the Court finds that it has jurisdiction over the
subject matter and parties in this dispute.
b. Final Approval Under Rule 23(e)
i. Legal Standard
A Court may approve a settlement in a class action only upon
a finding that the settlement is “fair, reasonable, and adequate.”
Fed.

R.

Civ.

P.

23(e)(2).

Some

of

the

factors

in

consideration include:
(1) the complexity, expense and likely duration of the
litigation, (2) the reaction of the class to the
settlement, (3) the stage of the proceedings and the
amount of discovery completed, (4) the risks of
establishing liability, (5) the risks of establishing
damages, (6) the risks of maintaining the class action
through the trial, (7) the ability of the defendants to
withstand a greater judgment, (8) the range of
reasonableness of the settlement fund in light of the
best
possible
recovery,
and
(9)
the
range
of
reasonableness of the settlement fund to a possible
recovery in light of all the attendant risks of
litigation.
8

this

Baptista v. Mutual of Omaha Ins. Co., 859 F. Supp. 2d 236, 240-41
(D.R.I. 2012) (citing City of Detroit v. Grinnell Corp., 495 F.2d
448, 463 (2d Cir. 1974)). However, although “[t]he case law offers
‘laundry lists of factors’ pertaining to reasonableness . . . ‘the
ultimate decision by the judge involves balancing the advantages
and

disadvantages

of

the

proposed

settlement

as

against

the

consequences of going to trial or other possible but perhaps
unattainable variations on the proffered settlement.’”

Bezdek v.

Vibram USA, Inc., 809 F.3d 78, 82 (1st Cir. 2015) (quoting Nat’l
Ass’n

of

Benefits

Chain
Fund,

Drug
582

Stores
F.3d

v.

30,

New

44

England

(1st

Cir.

Carpenters
2009)).

Health

“When

a

settlement is reached before the class is certified, the settlement
agreement is subject to heightened scrutiny for fairness.” Tromley
v. Bank of America Corp., No. 08-CV-456-JD, 2012 WL 1599041, at *3
(D.R.I. May 4, 2012).
Additionally, “there is a presumption that the settlement has
been made in good faith, and the burden is on the challenging party
to show that the settlement is infected with collusion or other
tortious or wrongful conduct.”

Gray v. Derderian, Nos. CA 04-

312L, CA03-483L, 2009 WL 1575193, at *4 (D.R.I. June 4, 2009); see
In re Pharm. Indus. Average Wholesale Price Litig., 588 F.3d 24,
32-33 (1st Cir. 2009)(“If the parties negotiated at arm’s length
and

conducted

sufficient

discovery,

9

the

district

court

must

presume the settlement is reasonable.”).

“[T]he lack of any

serious objection to the settlement agreement from members of the
class weighs in favor of approving the settlement.”

Medoff v. CVS

Caremark Corp., No. 09-cv-554-JNL, 2016 WL 632238, at *6 (D.R.I.
Feb. 17, 2016); see Wal-Mart Stores, Inc. v. Visa U.S.A. Inc., 396
F.3d 96, 118 (2d Cir. 2005) (“If only a small number of objections
are received, that fact can be viewed as indicative of the adequacy
of the settlement.”)(internal citation omitted).
Moreover, it is also true that “[i]f third parties will be
affected, [the court must find that the settlement] will not be
unreasonable or legally impermissible as to them.”

Nat’l Assoc.

of Chain Drug Stores v. New England Carpenters Health Benefits
Fund, 582 F.3d 30, 44 (1st Cir. 2009) (quoting Durrett v. Housing
Auth. Of City of Providence, 896 F.2d 600, 604 (1st Cir. 1990)).
ii. Non-Settling

Defendants’

Objections

as

to

Good

Faith
Non-Settling Defendants object to Settlement A on the basis
that it was not negotiated in good faith.

After raising these

concerns at the preliminary approval stage, the Court permitted
the Non-Settling Defendants to conduct limited discovery on this
issue.

See Order Granting Prelim. Approval 7-8.

In objecting to

final approval, the Non-Settling Defendants assert that Settlement
A is “the product of naked collusion between the Receiver and the

10

Settling Parties to benefit the Receiver to the detriment of the
[Non-Settling
Parties.”

Defendants]

and

the

creditors

of

the

Settling

Prospect Obj. to Final Approval 1.

The Non-Settling Defendants direct this Court to several
factors

they

claim

demonstrate

a

collusive

settlement.

Specifically, the Non-Settling Defendants point to the fact that
the Settling Defendants will transfer substantially all of their
assets

to

Plaintiffs,

save

$600,000,

and

leave

the

Settling

Defendants’ creditors - including the Prospect Defendants and,
following this settlement, Plaintiffs - to seek indemnification or
payment of debts out of that limited amount of funds in a judicial
liquidation proceeding. Id. at 10-11. The Non-Settling Defendants
take issue with two specific provisions of Settlement A: (1)
Settling Defendants’ admission of liability for breach of contract
in

an

amount

not

less

than

$125

million

and

(2)

Settling

Defendants’ assertion that their proportionate fault is less than
that

of

the

Settlement

A

Non-Settling
¶¶

28,

30.

Defendants.
They

aver

Id.

at

that

14-15,
these

20;

see

provisions

effectively allow the Receiver to establish priority ahead of other
creditors and that they are included to prejudice the Non-Settling
Defendants.

Prospect Obj. to Final Approval 10, 15, 21.

Furthermore,

the

Non-Settling

Defendants

state

that

the

Settling Defendants “completely capitulated” to Plaintiffs’ terms
in exchange for releases of its current officers, and that the
11

Settling Defendants had initially proposed the opposite solution
— commencing judicial liquidation proceedings prior to paying out
any assets to the Plan.

Id. at 12-13, 15.

The Non-Settling

Defendants also argue, inter alia, that the two-month length of
negotiations, limited number of drafts, and admission that the
Settling Defendants expressed a willingness to settle prior to
commencement of this action evidence a collusive settlement.

Id.

at 12, 15-16.
iii. Analysis
1. Good-Faith Settlement
R.I. General Laws § 23-17.14-35 (“Settlement Statute”), a
statute enacted to govern settlements related to the Plan, defines
a “good-faith settlement” as “one that does not exhibit collusion,
fraud, dishonesty, or other wrongful or tortious conduct intended
to prejudice the non-settling tortfeasor(s), irrespective of the
settling

or

non-settling

tortfeasors’

proportionate

share

of

liability.” 7

“Collusion” is typically associated with some type

of

illegal,

wrongful,

or

tortious

conduct.

See

Black’s

Law

Dictionary (11th ed. 2019) (defining collusion as “[a]n agreement
to defraud another or to do or obtain something forbidden by law”).

7

For the reasons explained later in this memorandum, the Court
makes no findings as to the constitutionality or potential
preemption of the Settlement Statute. See infra Part II(c). This
quoted section of the Settlement Statute is, however, helpful in
explaining the conduct necessary to establish bad faith.
12

This type of wrongful act occurs “when the release is given with
the tortious purpose of intentionally injuring the interests of
nonsettling parties, rather than as the product of arm’s length
bargaining based on the facts of the case and the merits of the
claim.”

Dacotah Marketing and Research, L.L.C. v. Versatility,

Inc., 21 F. Supp. 2d 570, 578 (E.D.Va. 1998).

“[A]ny negotiated

settlement involves cooperation, but not necessarily collusion.”
Fairfax Radiological Consultants, P.A. v. My Q. Bui, No. 199570,
2002 WL 34463989, at *3 (Va. Cir. Aug. 16, 2002)(internal citation
omitted).
The Court is satisfied, after considering all of the factors
highlighted by the Non-Settling Defendants, that neither the terms
of the agreement nor the conduct of the parties in reaching the
agreement

evidence

an

nonsettling parties.”

intent

to

“injur[e]

the

interests

of

Dacotah Marketing, 21 F. Supp. 2d at 578.

As to the payment amount, Settling Defendants face liability for
nearly twenty of the twenty-three counts alleged in the Amended
Complaint – for both violations of ERISA and state law - and, if
found liable, could face a judgment well exceeding the amount of
their liquid assets.

See generally Am. Compl.

Settling

admission

Defendants’

of

liability

Moreover, while
and

assertion

of

proportionate fault are perhaps unusual in a settlement agreement,
this does not necessarily lead to the conclusion that these terms
demonstrate collusion.

In fact, these provisions are not binding
13

on this Court or on the Non-Settling Defendants.

Approval of this

settlement in no way precludes the Non-Settling Defendants from
challenging their potential liability in relation to the Settling
Defendants moving forward in this case or in a future judicial
liquidation proceeding.

Furthermore, the releases given to the

Settling Defendants are limited in that they only apply to those
entities, their agents, officers, and directors since June 20,
2014, and exclude certain types of claims.

See Settlement A Exs.

9-11 at 1-2.
The settling parties’ conduct in negotiating the settlement
also fails to demonstrate collusion or other bad faith.

The fact

that the settlement negotiations lasted two months, included a
shift in the Settling Defendants’ position, and resulted in a
limited number of drafts does not lead the Court to conclude that
the negotiation was not the result of arm’s length bargaining or
that the settling parties intended to prejudice the Non-Settling
Defendants. See Bowling v. Pfizer, Inc., 143 F.R.D. 141, 153 (S.D.
Ohio Aug. 19, 1992) (“Merely because a settlement is negotiated in
a month or two does not mean that the settlement is collusive.”)
For these reasons, the Non-Settling Defendants objections as to
collusion are overruled.

14

2. Fair, Adequate, and Reasonable
Having determined that the settlement was reached in good
faith and was not the product of collusion, the Court now turns to
whether the settlement was “fair, adequate, and reasonable” as
required by Rule 23(e).

The Court finds that Settlement A meets

that standard.
As

the

Court

noted

in

its

Order

Granting

Preliminary

Approval, the “fundamental terms of the settlement appear fair,
reasonable, and adequate with respect to the proposed class[.]”
Order Granting Prelim. Approval 5.

The “relief provided for the

class” is more than adequate given the potential costs and risks
of proceeding forward with these claims.

Rule 23(e)(2)(C)(i).

The legal questions in this case are complex and likely to lead to
a costly and time-consuming trial.

See Kemp-DeLisser v. Saint

Francis Hospital and Medical Center, No. 15-CV-1113(VAB), 2016 WL
6542707, at *7 (D. Conn. Nov. 3, 2016)(“Many courts recognize the
particular complexity of ERISA breach of fiduciary duty cases such
as this one.”)

These complex questions also add to Plaintiffs’

risk in establishing liability and damages.
Moreover, as noted above, the Court is satisfied that this
settlement is the product of an arm’s length transaction, and
furthermore, that the class representatives and class counsel have
adequately represented the class. Rule 23(e)(2). Weighing further
in

favor

of

approval,

no

class
15

member

has

objected

to

this

settlement.

In

fact,

Plaintiffs’

filings

demonstrate

hundreds of class members support Settlement A.

that

See Declaration

of Christopher Callaci, ECF No. 141; Affidavit of Arlene Violet,
ECF No. 142; Declaration of Jeffrey W. Kasle, ECF No. 143.
For these reasons, the Court finds that the settlement is the
product of good faith and is fair, adequate, and reasonable.
c.
At

Non-Settling Defendants’ Other Objections
the

preliminary

approval

stage,

the

Non-Settling

Defendants pressed several additional objections, including some
which necessarily revolve around the determination of a major legal
question in the case - whether ERISA applies to the Plan or whether
the Plan is exempt from ERISA as a “church plan.”
Opp’n to Prelim. Approval 4-5;
9-10.

See Diocesan

Prospect Opp’n to Prelim. Approval

To the extent that the parties have presented these issues

in opposition to final settlement approval, those objections are
overruled.
satisfied

See Diocesan Opp’n to Final Approval 2.
that

it

need

not

address

questions

The Court is

related

to

applicability of ERISA in order to approve this settlement.

the
See

Kemp-DeLisser, 2016 WL 6542707, at *7-8 (approving settlement
prior to determining ERISA church-plan exemption issue).
approval

shall

Defendants’

be

right

without
to

assert

prejudice
these

proceedings.

16

to

the

arguments

However,

Non-Settling
later

in

the

The Non-Settling Defendants also argue that the Settlement
Statute

is

preempted

by

ERISA

or

Diocesan Opp’n to Final Approval 2.

is

unconstitutional. 8

See

Similarly, the Court need not

determine the potential preemption or constitutionality of the
Settlement Statute, and therefore expressly declines to rule on
these issues at this time. The Court’s approval of this settlement
shall be without prejudice to the Non-Settling Defendants’ right
to assert these arguments later in this litigation or in future
proceedings.

Moreover, the Settling Defendants acknowledged at

8

The Settlement Statute allows a settling tortfeasor to avoid
liability for contribution if the settlement has been judicially
approved and is the product of good faith. R.I. Gen. Laws § 2317.14-35. The Settlement Statute reads, in full:
The following provisions apply solely and exclusively to
judicially approved good-faith settlements of claims
relating to the St. Joseph Health Services of Rhode
Island retirement plan, also sometimes known as the St.
Joseph Health Services of Rhode Island pension plan:
(1) A release by a claimant of one joint tortfeasor,
whether before or after judgment, does not discharge the
other joint tortfeasors unless the release so provides,
but the release shall reduce the claim against the other
joint tortfeasors in the amount of the consideration
paid for the release.
(2) A release by a claimant of one joint tortfeasor
relieves them from liability to make contribution to
another joint tortfeasor.
(3) For purposes of this section, a good-faith
settlement is one that does not exhibit collusion,
fraud, dishonesty, or other wrongful or tortious conduct
intended to prejudice the non-settling tortfeasor(s),
irrespective
of
the
settling
or
non-settling
tortfeasors’ proportionate share of liability.
17

oral argument that any protection they receive by virtue of the
Settlement Statute may be lost if the Court finds it preempted or
unconstitutional; this is a risk they accept with open eyes.
d. Certification of Class, Class Representatives, and Class
Counsel
The

Settling

certification

of

Parties
the

counsel under Rule 23.

also

class,

ask

class

the

Court

to

grant

representatives,

final

and

class

Pl. Final Approval Mem. 52-53. In order to

meet the standard for class certification, the purported class
must

meet

the

requirements

categories of Rule 23(b).
U.S. 591, 621 (1997).

under

Rule

23(a)

and

one

of

the

See Amchem Prods., Inc. v. Windsor, 521

A class satisfies Rule 23(a) if

(1) the class is so numerous that joinder of all members
is impracticable; (2) there are questions of law or fact
common to the class; (3) the class or defenses of the
representative parties are typical of the claims or
defenses of the class; and (4) the representative
parties will fairly and adequately protect the interests
of the class.
Fed. R. Civ. P. 23(a).

Moreover, Rule 23(b)(1)(B) requires a

purported class to demonstrate that separate actions by individual
members “would create a risk of. . . adjudications with respect to
individual class members that, as a practical matter, would be
dispositive of the interests of the other members not parties to
the individual adjudications or would substantially impair or
impede their ability to protect their interests[.]”

18

The Court outlined its reasons for finding these factors to
have been met in the order granting preliminary approval of the
settlement.

See Order Granting Prelim. Settlement Approval 9-12.

The Court is satisfied that its analysis of these factors has not
changed for purposes of final settlement approval.
the

Non-Settling

Defendants’

objections

do

Additionally,

not

relate

to

certification of the class, its representatives, or its counsel.
Accordingly, for purposes of this settlement only, the Court
certifies the following class: All participants of the St. Joseph
Health Services of Rhode Island Retirement Plan, including all
surviving former employees of St. Joseph Health Services of Rhode
Island

who

are

entitled

to

benefits

under

the

Plan

and

all

representatives and beneficiaries of deceased former employees of
St. Joseph Health Services of Rhode Island who are entitled to
benefits under the Plan.

Furthermore, the Court appoints Gail J.

Major, Nancy Zompa, Ralph Bryden, Dorothy Willner, Caroll Short,
Donna

Boutelle,

representatives

and
and

Eugenia

Wistow,

Levesque

Sheehan

counsel.

19

&

as

settlement

Lovely,

P.C.

as

class
class

III. Conclusion
For the reasons set forth above, the Court GRANTS final
approval

of

the

Settlement

and

representatives, and class counsel.

IT IS SO ORDERED.

William E. Smith
Chief Judge
Date: October 9, 2019

20

certifies

the

class,

class