EFTA01416838.pdf

NAME SEARCHED: Richard Kahn PWM BIS-RESEARCH performed due diligence research in accordance with the standards set by AML Compliance for your business We completed thorough searches on your subject name(s) in the required databases and have attached the search results under the correct heading below. Significant negative media results may require escalation to senior business, Legal and Compliance management. Also, all accounts involving PEPs must be escalated. Search: Result: RDC PCR BIS Yes No Hit Hit No Hit Hit Not Required Not Required No Not Required D&B Smartlinx Court Cases Results? Yes Not Required Results? be Required Yes Not Required Review by Legal May No Results Search not required Prepared by: Prachi Pawa Date: 06/19/2017 Research Analyst Instructions: 1. Review and confirm that all results are returned for your client. 2. Please note that you are still required to perform any Martindale-Hubbell search (if applicable) on each search subject. We have attached the web link below for your convenience:Martindale-Hubbellhttp://www.martindale.com/xp/- Martindale/home.xml 3. As needed, provide comment for any negative results. 4. If applicable, please obtain clearance from Compliance for all alerts. 5. Save any changes you make to this document and attach file to your KYC. Please note: Submission of a signed KYC is your confirmation that you have fully reviewed the research documents. No VII. Smartlinx VIII. Court Cases EFTA01416838 No Click here for results: I. RDC Results II. PCR Results III. Negative Media IV. Non-Negative Media Reviewer Comments (as necessary): RDC alert (mail send separately) No PCR alert (Please see attached) There was no information found There was no information found V. Other Language Media Not Required VI. D&B Not Required Result Found(please see attached) Result Found(please see attached) For internal use only EFTA01416839 OFAC RESULTS RDC: 11602748 Alerted KYC 1791049 Richard Kahn Country:UNITED STATES Date of C20170637921902 Richard Kahn 12893128 NCA customised Closed No Hit 19/06/2017 BIS RESULTS Negative Media: There was no information found Non-Negative Media: There was no information found Other Language Media: Not Required Public Records: 1 OF 1 RECORD(S) FOR INFORMATIONAL PURPOSES ONLY Copyright 2017 LexisNexis a division of Reed Elsevier Inc. All Rights Reserved. Date:6/16/2017 Report processed by: DEUTSCHE BANK AGI I For internal use only EFTA01416840 Page 2 Full Name Address KAHN, RICHARD DANIEL AL INFORMATION SSN Subject Summary Name Variations 1: KAHN, R 2: KAHN, RICHARD 3: KAHN, RICHARD D 4: KAHN, RICHARD DANIEL 5: KAHO, RICHARD D SSNs Summary No. SSN 1: DOBs OBs: ossi e -Mail Addresses Others Using SSN - 0 records found Address Summary - 16 records found No. Address EFTA01416841 EFTA01416842 Pa'e 3 EFTA01416843 Address For internal use only Dates Phone Dates Phone EFTA01416844 Census Data for Geographical Region Median Head of Household Age: 39 Median Income: $81,397 Median Home Value: $429,167 Median Education: 16 years Household Members None Listed Other Associates None Listed 3: Address Household Members None Listed Other Associates None Listed 4: Address Census Data for Geographical Region Median Head of Household Age: 36 Median Income: $28,140 Median Home Value: $78,195 Median Education: 12 years Household Members None Listed Other Associates None Listed 5: Address Census Data for Geographical Region Median Head of Household Age: 35 Median Income: $123,611 Median Home Value: $678,697 Median Education: 16 years Household Members None Listed Other Associates None Listed 6: EFTA01416845 Address Census Data for Geographical Region Median Head of Household Age: 38 Median Income: $225,720 For internal use only Dates 8/1996 - 11/2002 Phone Dates 1/1997 - 3/2003 Phone Dates 8/2007 - 8/2007 Phone Dates 12/2002 - 6/2008 Phone 3/2003 - 9/2008 EFTA01416846 Page 5 Median Home Value: $1,000,000 Median Education: 18 years Household Members BLITSTEIN, CAROL RUBIN KAHN, GARY E LIPUMA, ALISSA B Other Associates RUBIN, LUCILLE L 7: Address Er Census Data for Geographical Region Median Head of Household Age: 27 Median Income: $131,641 Median Home Value: $1,000,000 Median Education: 15 years Household Members None Listed Other Associates None Listed 8: Address M -I Census Data for Geographical Region Median Head of Household Age: 45 Median Income: $156,818 Median Home Value: $896,802 Median Education: 14 years Household Members None Listed Other Associates None Listed 9: Address Mn Census Data for Geographical Region Median Head of Household Age: 22 Median Income: $11,280 Median Home Value: $0 Median Education: 12 years Household Members None Listed Other Associates None Listed EFTA01416847 10: Address Mm• Census Data for Geographical Region For internal use only Dates 4/1995 - 2/1997 Phone Dates 5/1973 - 1/2000 Phone Dates 2/2000 - 2/2000 Phone Dates 2/2001 - 2/2001 Phone EFTA01416848 Page 6 Median Head of Household Age: 35 Median Income: $139,826 Median Home Value: $803,571 Median Education: 15 years Household Members None Listed Other Associates None Listed 11: Address Mmi Census Data for Geographical Region Median Head of Household Age: 46 Median Income: $106,250 Median Home Value: $504,854 Median Education: 13 years Household Members None Listed Other Associates None Listed 12: Address Census Data for Geographical Region Median Head of Household Age: 42 Median Income: $148,281 Median Home Value: $744,932 Median Education: 16 years Household Members KAHN, IRENE L Other Associates None Listed 13: Address Census Data for Geographical Region Median Head of Household Age: 22 Median Income: $17,885 Median Home Value: $0 Median Education: 13 years Household Members None Listed Other Associates None Listed EFTA01416849 14: Address SP - Census Data for Geographical Region For internal use only Dates 5/1973 - 5/1973 Phone Dates 8/1991 - 12/1991 Phone Dates 8/1990 - 10/1993 Phone Dates 6/1994 - 6/1994 Phone EFTA01416850 Page 7 Median Head of Household Age: 39 Median Income: $80,556 Median Home Value: $448,387 Median Education: 15 years Household Members None Listed Other Associates None Listed 15: Address Census Data for Geographical Region Median Head of Household Age: 38 Median Income: $208,387 Median Home Value: $965,909 Median Education: 15 years Household Members None Listed Other Associates None Listed 16: Address ME- Census Data for Geographical Re ion Median Head of Household Age: II Median Income: $123,316 Median Home Value: $1,000,000 Median Education: 16 years Household Members None Listed Other Associates None Listed Voter Registrations - 8 records found 1: New York Voter Registration Registrant Information Name: KAHN, RICHARD D Residential Address: SSN: Date of Birth: Gender: Male Voter Information Registration Date: 10/6/2003 Last Vote Date: 2/5/2008 Party Affiliation: INDEPENDENT EFTA01416851 Active Status: ACTIVE 2: New York Voter Registration Registrant Information Name: KAHN, RICHARD D Residential Address: For internal use only Dates 2/2008 - 6/2017 Phone Dates Phone EFTA01416852 Pa e 8 SSN: Date of Birth: Gender: Male Voter Information Registration Date: 10/6/2003 Last Vote Date: 2/5/2008 Party Affiliation: REPUBLICAN 3: New York Voter Registration Registrant Information Name: KAHN, RICHARD D Residential Address: SSN: Date of Birth: Gender: Male Voter Information Registration Date: 10/6/2003 Last Vote Date: 11/2/2010 Party Affiliation: INDEPENDENT Active Status: ACTIVE 4: New York Voter Registration Registrant Information Name: KAHN, RICHARD D Residential Address: SSN: Date of Birth: Gender: Male Voter Information Registration Date: 10/6/2003 Last Vote Date: 11/2/2010 Party Affiliation: INDEPENDENCE Active Status: ACTIVE 5: New York Voter Registration Registrant Information Name: KAHN, RICHARD D Residential Address: Home Phone: SSN: Date of Birth: Gender: Male Voter Information Registration Date: 10/6/2003 Last Vote Date: 11/8/2016 EFTA01416853 Party Affiliation: INDEPENDENCE Active Status: ACTIVE 6: New York Voter Registration Registrant Information For internal use only EFTA01416854 Page 9 Name: KAHN, RICHARD D Residential Address: Home Phone: SSN: Date of Birth: Gender: Male Voter Information Registration Date: 10/6/2003 Last Vote Date: 2/5/2008 Party Affiliation: INDEPENDENT Active Status: ACTIVE 7: New York Voter Registration Registrant Information Name: KAHN, RICHARD D Residential Address: SSN: Date of Birth: Gender: Male Voter Information Registration Date: 10/6/2003 Last Vote Date: 11/2/2004 Party Affiliation: REPUBLICAN Active Status: ACTIVE 8: New York Voter Registration Registrant Information Name: KAHN, RICHARD D Residential Address: SSN: Date of Birth: Gender: Male Voter Information Registration Date: 9/6/1996 Party Affiliation: REPUBLICAN Driver Licenses - 0 records found Professional Licenses - 1 records found 1: Professional License Licensee Information Name: KAHN, RICHARD SSN: Address: Gender: M License Information License Type: CPA EFTA01416855 License Number: 078502 Health Care Providers - 0 records found Health Care Sanctions - 0 records found For internal use only EFTA01416856 Page 10 Pilot Licenses - 0 records found Sport Licenses - 0 records found Real Property - 0 records found Motor Vehicle Registrations - 5 records found 1: NY MVR Registrant Information Registrant: KAHN, RICHARD D DOB: Address: Registration Information Original Registration Date: 3/17/2011 Registration Date: 3/17/2011 Registration Expiration Date: 3/16/2013 Vehicle Information VIN: 1GNSKKE34BR274132 Class: PASSENGER CAR/LIGHT TRUCK Model Year: 2011 Make: Chevrolet Model: K1500 Series: SUBURBAN LTZ Body Style: 4 Dr Wagon Sport Utility Weight: 5827 Plate Information License Plate Type: Private License Plate Number: FHH6920 Plate State: NY Source Information Data Source: GOVERNMENTAL 2: NY MVR Vehicle Information VIN: 1GNSKKE34BR274132 Class: PASSENGER CAR/LIGHT TRUCK Model Year: 2011 Make: Chevrolet Model: K1500 Series: SUBURBAN LTZ Body Style: 4 Dr Wagon Sport Utility Weight: 5827 Owner Information Name: KAHN, RICHARD D DOB: Address: Title Information Title Transfer Date: 4/7/2011 Title Issue Date: 4/7/2011 Source Information EFTA01416857 Data Source: GOVERNMENTAL 3: NY MVR Registrant Information Registrant: KAHN, RICHARD D DOB: For internal use only EFTA01416858 Page 11 Address: Registration Information Original Registration Date: 5/22/2009 Registration Date: 5/22/2009 Registration Expiration Date: 7/8/2011 Vehicle Information VIN: SALMF15407A257934 Class: PASSENGER CAR/LIGHT TRUCK Model Year: 2007 Make: Land Rover Model: Range Series: ROVER HSE Body Style: 4 Dr Wagon Sport Utility Weight: 5701 Plate Information License Plate Type: Private Previous Plate Number: EAE1027 Previous Plate State: NY License Plate Number: EAE1027 Plate State: NY Source Information Data Source: GOVERNMENTAL 4: NY MVR Vehicle Information VIN: SALMF15407A257934 Class: PASSENGER CAR/LIGHT TRUCK Model Year: 2007 Make: Land Rover Model: Range Series: ROVER HSE Body Style: 4 Dr Wagon Sport Utility Weight: 5701 Owner Information Name: KAHN, RICHARD D DOB: Address: Title Information Title Transfer Date: 8/9/2007 Title Issue Date: 8/9/2007 Source Information Data Source: GOVERNMENTAL 5: NY MVR Registrant Information Registrant: KAHN, RICHARD D DOB: Address: EFTA01416859 Registration Information Original Registration Date: 12/7/2003 Registration Date: 12/7/2003 Registration Expiration Date: 1/6/2006 Vehicle Information VIN: SALPM16412A466707 For internal use only EFTA01416860 Page 12 Class: PASSENGER CAR/LIGHT TRUCK Model Year: 2002 Make: Land Rover Model: Range Series: ROVER HSE Body Style: 4 Dr Wagon Sport Utility Weight: 4960 Plate Information License Plate Type: Private Previous Plate Number: BEV5149 Previous Plate State: NY License Plate Number: BEV5149 Plate State: NY Source Information Data Source: GOVERNMENTAL Boats - 0 records found Aircraft - 0 records found Bankruptcy Information - 0 records found Judgments/Liens - 1 records found 1: NY Judgments and Liens Filings Debtor Information Name: KAHN, RICHARD SSN: Address: Creditor Information Name: SIBA R E L P Filing Information Jurisdiction: NY Amount: $1,783 Filing Date: 5/2/2000 Eviction Y Filing 1 Number: 20000072311 Type: CIVIL NEW FILING Agency: CIVIL COURT OF THE CITY OF NEW YORK Agency State: NY Agency County: NEW YORK UCC Liens - 0 records found Fictitious Businesses - 0 records found Notice Of Defaults - 0 records found Potential Relatives - 10 records found 1st Degree: 10 No. 1. Full Name MINSKY, LISA G • AKA KAHN, LISA G • AKA MINSKY, LISA G EFTA01416861 • AKA MINSKY, LISA GALE • AKA MINSKY, LISA G SSN: DOB: (Age: •) Address/Phone For internal use only EFTA01416862 Page 13 No. Full Name Address/Phone 2. KAHN, GARY E Deceased • AKA AHN, GARY E • AKA KHAN, G • AKA KAHAN, GARY SSN: DOB: (Age 3. BLITSTEIN, CAROL RUBIN • AKA KAHN, CAROL RUBIN • AKA RUBIN, CAROL JAYNE • AKA RUBIN, KAHN CAROL • AKA BLITSTEIN, CAROL JAYNE • AKA RUBIN, CAHN CAROL • AKA KAHN, C R • AKA RUBIN-KAHN, CAROL • AKA RUBIN, BLITSTEIN CAROL • AKA RUBIN CAHN, CAROL • AKA RUBIN KAHN, CAROL • AKA BLISTEIN, CAROL R • AKA LITSTEIN, CAROL R • AKA RUBINKAHN, CAROL SSN: DOB: ) 4. LIPUMA, ALISSA B • AKA KAHN, ALISSA B • AKA PUMA, ALISSA LI EFTA01416863 • AKA KAHNLIPUMA, ALISSA • AKA LIPUMA, AB • AKA LIPUMA, A • AKA KAHN-LIPUMA, ALISSA • AKA LI PUMA, ALISSA B • AKA KAHN, ALISSA L • AKA KHAN, ALISSA • AKA LI, ALISSA B • AKA LIPLUMA, ALISSA B • AKA LIPUMA, ALISSA P • AKA PUMA, ALISSA B LI • AKA KAHN, LIPUMA ALISSA SSN: For internal use only EFTA01416864 Page 14 No. 5. Full Name DOB: ) KAHN, IRENE L • AKA NUGENT, KAHN IRENE SSN: DOB: (Age 6. KAHN, IRWIN A • AKA KAHN, IRWIN A SSN: DOB: (Age: 7. KAHN, GABRIELLE EVE SSN: EFTA01416865 DOB: (Age: III' II . KAHN, IRWIN GRANTEE SSN: DOB: (Age For internal use only Address/Phone EFTA01416866 Page 15 No. 9. Full Name KAHN, IRWIN M • AKA KAHN, IRWIN K • AKA IRWIN, KAHN SSN:MMI DOB: (Age: MI Address/Phone 10. KAHN, FRANCINE L Deceased • AKA CAHN, FRANCINE L • AKA KAHN, FRAN • AKA LEA, KAHN • AKA KAHN, LEA SSN: DOB: (Ag Business Associates - 6 records found 1: ARC HOLDING INC. Name: KAHN, RICHARD Status: INACTIVE State: NY Corporation Number: 2558550 Descriptive Status: INACTIVE Record Type: CURRENT Record Date: 4/18/2017 Filing Date: 9/29/2000 2: ARKAY CAPITAL CORP. Name: KAHN, RICHARD Status: ACTIVE State: NY Corporation Number: 2515783 Descriptive Status: ACTIVE Record Type: CURRENT Record Date: 4/18/2017 EFTA01416867 Filing Date: 5/31/2000 3: HBRK ASSOCIATES INC. Name: KAHN, RICHARD Status: ACTIVE State: NY Corporation Number: 3714818 Descriptive Status: ACTIVE Record Type: CURRENT Record Date: 4/18/2017 For internal use only EFTA01416868 Page 16 Filing Date: 8/29/2008 4: K & F CAPITAL CORP. Name: KAHN, RICHARD Status: INACTIVE State: NY Corporation Number: 2516183 Descriptive Status: INACTIVE Record Type: CURRENT Record Date: 4/18/2017 Filing Date: 6/1/2000 5: RDK ASSET MANAGEMENT INC. Name: KAHN, RICHARD Status: INACTIVE State: NY Corporation Number: 2558561 Descriptive Status: INACTIVE Record Type: CURRENT Record Date: 4/18/2017 Filing Date: 9/29/2000 6: THE C.O.U.Q. FOUNDATION, INC. Name: KAHN, RICHARD Status: INACTIVE State: FL Corporation Number: F08000003048 Descriptive Status: INACTIVE Title: DIRECTOR, TREASURER Record Type: CURRENT Record Date: 12/5/2016 Filing Date: 9/23/2011 Person Associates - 4 records found No. Full Name Address 1: RUBIN, LUCILLE L 2: RUBIN, ISAAC 3 EFTA01416869 RUBIN, I RUBBIN, ISAAC RUBIN, ISAAC RUBIN, JUDGE I EFTA01416870 Page 17 No. Full Name Address 3: SCHEFFLER, ADAM CRAIG SCHEFELER, ADAM C SCHEFFLER, A C SCHLEFFLER, ADAM SHEFFLER, ADAM • SCHEFFER, ADAM SHEFFLER, DAM RUBIN. LUCILLE L Nei•hbors - 9 records found Name MAURO, ANDREA F JR MAURO, CHARLES L JR NEU, CHLOE NEU, FRANCINE M NEU, ROBERT T BENDALL, B J BENDALL, PAULA A LACY, JOHN MOEDER, ALYSSA C MOEDER, CHARLES W ODELL, MRSSPETER M ABRAHAMSON, L R EFTA01416871 BARONOFF, KENNETH D Address SSN Phone DOB For internal use only EFTA01416872 Page 18 MINSKY, LISA G WESELEY, MATTHEW D HENRIPIN, DANIELLE Employment Locator - 24 records found 1: Company Name: ARKAY CAPITAL CORP. Name: KAHN, RICHARD SSN: Confidence: Medium 2: Company Name: HBRK ASSOCIATES INC. Name: KAHN, RICHARD SSN: Confidence: Medium 3: Company Name: RDK ASSET MANAGEMENT INC. Name: KAHN, RICHARD SSN: Confidence: Medium 4: Company Name: ARC HOLDING INC. Name: KAHN, RICHARD SSN: Confidence: Medium 5: Company Name: RDK ASSET MANAGEMENT INC. Name: KAHN, RICHARD SSN: Confidence: Medium 6: Company Name: K & F CAPITAL CORP. Name: KAHN, RICHARD SSN: Confidence: Medium 7: Company Name: THE C O.U.Q. FOUNDATION, INC. Name: KAHN, RICHARD Title: DIRECTOR, TREASURER SSN: Confidence: Medium 8: Company Name: THE C.O.U.Q. FOUNDATION, INC. Name: KAHN, RICHARD EFTA01416873 Title: DIRECTOR SSN: Confidence: Medium 9: Company Name: HBRK ASSOCIATES INC. For internal use only EFTA01416874 Page 19 Name: KAHN, RICHARD SSN: Phone: Confidence: High 10: Company Name: RDK ASSET MANAGEMENT INC. Name: KAHN, RICHARD Address: SSN: Confidence: High 11: Company Name: ARC HOLDING INC. Name: KAHN, RICHARD SSN: Confidence: Medium 12: Company Name: RDK ASSET MANAGEMENT INC. Name: KAHN, RICHARD Address: SSN: Confidence: High 13: Company Name: K & F CAPITAL CORP. Name: KAHN, RICHARD SSN: Confidence: Medium 14: Company Name: ARKAY CAPITAL CORP. Name: KAHN, RICHARD SSN: Phone: Confidence:ii•im 15: Company Name: ALASKA FREEDOM FISHN Name: KAHN, RICHARD SSN: Confidence: High EFTA01416875 16: Company Name: ALASKA FREEDOM FISHN Name: KAHN, RICHARD Title: CONTACT Address: For interns use on y EFTA01416876 Pa e 20 SSN: Confidence: High 17: Company Name: HBRK ASSOCIATES INC Name: KAHN, RICHARD Title: CONTACT Address: SSN: Phone: Confidence: High 18: Company Name: HBRK ASSOCIATES INC Name: KAHN, RICHARD Title: CONTACT Address: SSN: Phone: Confidence: High 19: Company Name: RDK ASSET MANAGEMENT INC Name: KAHN, RICHARD Title: CONTACT Address: SSN: Confidence: High 20: Company Name: RDK ASSET MANAGEMENT INC. Name: KAHN, RICHARD Title: CHAIRMAN OR CHIEF EXECUTIVE OFFICER Address: SSN: Confidence: High 21: Company Name: RDK ASSET MANAGEMENT INC. Name: KAHN, RICHARD Title: CHAIRMAN OR CHIEF EXECUTIVE OFFICER Address: SSN: Confidence: High 22: Company Name: RDK ASSET MANAGEMENT INC. Name: KAHN, RICHARD Title: PRINCIPAL EXECUTIVE OFFICE CONTACT Address: EFTA01416877 SSN: Confidence: High 23: Company Name: RDK ASSET MANAGEMENT INC. Name: KAHN, RICHARD For internal use only EFTA01416878 Page 21 Title: PRINCIPAL EXECUTIVE OFFICE CONTACT Address: SSN: Confidence: High 24: Company Name: RDK ASSET MANAGEMENT INC. Name: KAHN, RICHARD Title: PROCESS ADDRESS CONTACT Address: SSN: Confidence: High Criminal Filings - 0 records found Cellular & Alternate Phones - 1 records found 1: Personal Information Name: KAHN, RICHARD Address: Phone Number: Phone Type: Mobile Carrier Information Carrier: VERIZON WIRELESS-NY Carrier City: NEW YORK CITY Carrier State: NY Sources - 83 records found All Sources Corporate Affiliations Email addresses Historical Person Locator Liens and Judgments Motor Vehicle Registrations Person Locator 1 Person Locator 2 Person Locator 4 Phone PhonesPlus Records Professional Licenses Voter Registrations 83 Source Document(s) 6 Source Document(s) 10 Source Document(s) 30 Source Document(s) 1 Source Document(s) 6 Source Document(s) 7 Source Document(s) 6 Source Document(s) 1 Source Document(s) 6 Source Document(s) EFTA01416879 1 Source Document(s) 1 Source Document(s) 8 Source Document(s) D&B: Not Required For internal use only EFTA01416880 Page 2 Worldbase, 11/30/2013, THE RELATED COMPANIES LP LEGAL RESULTS: Court Cases: Copyright 2017 Info4C, All Rights Reserved Watchlists and Blacklists June 9, 2017 Richard Kahn SOURCE: COUNTRY: United States of America LIST NAME: NYSE Arca Enforcement AUTHORITY: New York Stock Exchange * * * * * * * * * * * * * * PERSONAL INFORMATION * * * * * * * * * * * * * * * COUNTRY: United States of America ADDITIONAL INFORMATION: Decision number: 12-ARCA-3 * * * * * * * * * * * * * * * * OTHER INFORMATION * * * * * * * * * * * * * * * LIST INFORMATION: ENTITY TYPE: I DATE OF PUBLICATION: April 20, 2012 LIST NAME: NYSE Arca Enforcement DATE OF INFORMATION: January 23, 2017 CASE: Name on the list of Arca Disciplinary Actions (Position: ETP Holder Limited Partner) COUNTRY: United States of America For internal use only EFTA01416881 Page 2 Watchlists and Blacklists June 9, 2017 LOAD-DATE: June 9, 2017 JOSHUA SKEEN and LAURIE FREEMAN, on behalf of themselves and all others similarly situated, Plaintiffs, v. BMW OF NORTH AMERICA, LLC, a Delaware limited liability company; BMW (U.S.) HOLDING CORP., a Delaware corporation; and BAYERISCHE MOTORENWERK AKTIENGESELLSCHAFT, a foreign corporation, Defendants. Civ. No. 2:13-cv-1531-WHW-CLW UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY 2016 U.S. Dist. LEXIS 97188 July 26, 2016, Decided July 26, 2016, Filed NOTICE: NOT FOR PUBLICATION PRIOR HISTORY: Skeen v. BMW of N. Am., LLC, 2014 U.S. Dist. LEXIS 9256 (D.N.J., 2014) CORE TERMS: settlement, attorneys' fees, repair, lodestar, timing chain, notice, billing rate, warranty, reimbursement, class action, settlement agreement, per hour, tensioner, class members, engine, documentation, final approval, replacement, billable, calculation, approving, paralegal, mileage, multiplier, partner, weigh, percentage-of - recovery, discovery, billed, oil COUNSEL: [*1] KUNAL A. MIRCHANDANI, Objector, Pro se, LIGHTHOUSE POINT, FL. JODY WILLIAMS, Objector, Pro se, SAN CARLOS, CA. RICHARD ELLENBOGEN, Objector, Pro se, OLD GREENWICH, CT. JERRY D. PHILLIPS, Objector, Pro se, HEALDSBURG, CA. THOMAS BRISCHLER, Objector, Pro se, MILLER PLACE, NY. ANTHONY MAZZARELLA, Objector, Pro se, MARS, PA. For internal use only EFTA01416882 Page 3 2016 U.S. Dist. LEXIS 97188, * JENEAN C. CORDON, Objector, Pro se, NORTH OAKS, MN. OONA ROBINSON, Objector, Pro se, WESTPORT, CT. GARY L. KAUFMAN, Objector, Pro se, LENEXA, KS. LATONYA CURTIS, Objector, Pro se, UPPER MARLBORO, MA. JAMYE C. BROWN, Objector, Pro se, ACWORTH, GA. JAMES M. WARD, Objector, Pro se, MARYSVILLE, OH. GREGORY MUNRO, Objector, Pro se, MISSOULA, MT. JOHN NEMELKA, Objector, Pro se, PROVO, UT. JAMES JONES, Objector, Pro se, HONOLULU, HI. SHIRLEY STIPE-ZENDLE, Objector, Pro se, SALEM, NC. JULIE ANNE CLIFFORD, Objector, Pro se, LAKE HAVASU CITY, AZ. DONALD MANN, Objector, Pro se, PITTSBURGH, PA. ROBIN MACKEY, Objector, Pro se, SAN FRANCISCO, CA. For JOSHUA SKEEN, LAURIE FREEMAN, on behalf of themselves and all others similarly situated, Plaintiffs: JEFFREY ALAN KONCIUS, LEAD ATTORNEY, Kiesel Law LLP, Beverly Hills, CA; WILLIAM J. PINILIS, LEAD ATTORNEY, PINILIS HALPERN, MORRISTOWN, NJ. For Scott Lamb, [*2] Gina Romaggi, Emmanuel Nomikos, Plaintiffs: WILLIAM J. PINILIS, LEAD ATTORNEY, PINILIS HALPERN, MORRISTOWN, NJ. For PATRICIA CURRAN, Plaintiff Consolidated: BRYAN L. CLOBES, LEAD ATTORNEY, CAFFERTY CLOBES MERIWETHER & SPRENGEL LLP, PHILADELPHIA, PA; WILLIAM J. PINILIS, LEAD ATTORNEY, PINILIS HALPERN, MORRISTOWN, NJ. For BMW OF NORTH AMERICA, LLC, a Delaware limited liability company, BAYERISCHE MOTOREN WERKE AKTIENGESELLSCHAFT, a foreign corporation, Defendant: CHRISTOPHER J. DALTON, ROSEMARY JOAN BRUNO, LEAD ATTORNEYS, BUCHANAN, INGERSOLL & ROONEY, PC, NEWARK, NJ; DANIEL ZEV RIVLIN, BUCHANAN INGERSOLL & ROONEY PC, NEW YORK, NY. For internal use only EFTA01416883 Page 4 2016 U.S. Dist. LEXIS 97188, * For BMW (US) HOLDING CORP., a Delaware corporation: CHRISTOPHER J. DALTON, ROSEMARY JOAN BRUNO, LEAD ATTORNEYS, BUCHANAN, INGERSOLL & ROONEY, PC, NEWARK, NJ. JUDGES: William H. Walls, Senior United States District Judge. OPINION BY: William H. Walls OPINION Walls, Senior District Judge In this class action arising from alleged defects in the MINI Cooper, a line of vehicles produced by Defendants BMW of North America, LLC, BMW (U.S.) Holding Corp., and Bayerische Motorenwerk Aktiengesellschaft, Plaintiffs move for final approval of the settlement between Defendants and a nationwide class of vehicle [*3] owners and an award of attorneys' fees and expenses. Defendants do not oppose the motion for final settlement approval but oppose, in part, the motion for attorneys' fees. After conducting a fairness hearing on July 14, 2016, the Court grants final certification of the settlement class, approves the settlement, and grants in part Plaintiffs' motion for attorneys' fees and expenses. FACTUAL AND PROCEDURAL HISTORY I. The second amended complaint A full factual and procedural background of this case is detailed in this Court's January 6, 2016 opinion and order granting preliminary approval of the settlement and is incorporated here. ECF No. 71. This case arises from claims regarding the MINI Cooper, a line of vehicles produced by Defendants. Plaintiffs are owners or lessees of MINI Coopers who allege that, at the time of purchase, their vehicles contained a latent defect in a part of the engine known as the "timing chain tensioner" which causes the part to fail prematurely, eventually requiring replacement of that part or even the entire engine. Second Amended Complaint, ECF No. 53 ¶¶ 6-7, 61. The cars at issue are "second generation" MINI Coopers with an N12 or N14 engine: the MINI Cooper [*4] R56 (Cooper Hardtop), 20072010 model years; the MINI Cooper R55 (MINI Clubman), 2008-2010 model years; and the MINI Cooper R57 (MINI Cooper Convertible), 2009-2010 model years. Id. at 2, ¶¶ 5152. Plaintiffs allege that Defendants made various misrepresentations and omissions in EFTA01416884 relation to the sales and marketing of the vehicles. Id. ¶¶ 49-50, 57, 64-66. Named Plaintiffs in this case include individuals from Georgia, Illinois, New Jersey, Minnesota, Arizona, Pennsylvania, Florida, New York, Texas, Tennessee, and Arkansas who purchased their vehicles between June 2007 and December 2011. Id. ¶¶ 15-41. In the second amended complaint, filed after this action was consolidated with another case dealing with similar subject matter, Curran v. BMW of North America, LLC, 2:13-cv-4625, see Order of Consolidation, ECF No. 36; and after the Court dismissed several federal and state law claims, see ECF No. 9; the named Plaintiffs bring claims on behalf of themselves and a nationwide class of individuals who leased or purchased the cars at issue. ECF No. For internal use only EFTA01416885 Page 5 2016 U.S. Dist. LEXIS 97188, * 53 at 1. Alternatively, the Plaintiffs bring claims on behalf of themselves and twelve statewide classes of individuals who leased or purchased the cars [*5] at issue in Arizona, Arkansas, California, Florida, Georgia, Illinois, Minnesota, New Jersey, New York, Pennsylvania, Texas, and Tennessee. Id. Plaintiffs bring a total of eighteen causes of action, including claims for breach of express warranty, id. ¶¶ 98-105, breach of implied warranty, id. ¶¶ 106-119, and violation of the Magnuson-Moss Warranty Act, 15 U.S.C. § 2301 et seq., id. ¶¶ 132-38, on behalf of themselves and the entire nationwide class. Plaintiffs also bring state law claims on behalf of the twelve statewide classes. Id. ¶¶ 120337. On April 17, 2014, Plaintiff Richard Kahn filed a putative class action against Defendants in the United States District Court for the Eastern District of New York dealing with similar subject matter. Kahn v. BMW of North America, LLC, 2:14-cv-02463-ADS-ARL. Plaintiff Kahn's action has not yet been consolidated with this one. II. The N14 Class settlement agreement On November 30, 2015, Plaintiffs filed an unopposed motion for preliminary approval of class settlement with respect to owners and lessees of vehicles with an N14 engine only (the "N14 Class"). ECF No. 70. On January 6, 2016, the Court granted preliminary approval, certifying the settling Class for purposes [*6] of settlement only and issuing instructions to begin notifying Class members. ECF No. 72. On July 14, 2016, the Court presided over a fairness hearing as required by Federal Rule of Civil Procedure 23(e). In the interim, 5,310 Class members submitted claims under the settlement, 23 class members objected to the settlement, and 123 opted out. P. Mot. Final Approval Settlement Agreement, Supp. Decl. Matthew J. McDermott in Support Supp. Mot. Approve Settlement ("Supp. McDermott Decl."), ECF No. 107-1 ¶¶ 13-18. No objections were raised at the fairness hearing. A. The N14 Class The settlement agreement defines the "N14 Class" and "N14 Vehicles" as: [a]ll persons or entities in the United States, the District of Columbia, EFTA01416886 and Puerto Rico who currently own or lease, or previously owned or leased, a model-year 2007 through 2009 MINI Cooper 'S' Hardtop (R56), a model-year 2008 through 2009 MINI Cooper 'S' Clubman (R55), or a model-year 2009 through 2010 MINI Cooper 'S' Convertible (R57) vehicle, manufactured at any time from start of production in November 2006 through July 2010. Declaration Raymond P. Boucher, ECF No. 69-3 Ex. 1, Settlement Agreement and Release at 4 (the "N14 Class Vehicles" and the "N14 Class"). Named Plaintiffs who [*7] purchased only vehicles containing N12 engines are not included in the N14 Class. Id. at 2 n.l. Also excluded from the N14 Class are: Defendants, as well as Defendants' affiliates, employees, officers and directors, attorneys, agents, insurers, their-party providers of extended warranty/service contracts, franchised dealers, independent repair/service facilities, fleet owners and operators, rental companies and vehicles, the attorneys representing Defendants in this case, the Judges and Mediator to whom this case is assigned and their immediate family members, all persons who request exclusion from (opt-out of) the Settlement, vehicles deemed a total loss (other than vehicles whose engines failed or were damaged due to timing-chain tensioner and/or timing chain failure), vehicles whose true mileage is unknown, all persons who previously released any claims encompassed in this Settlement, and vehicles transported outside the United States. Id. at 4-5. For internal use only EFTA01416887 Page 6 2016 U.S. Dist. LEXIS 97188, * B. The settlement terms 1. Relief for N14 Class members If the Court grants final approval to the settlement agreement, Defendants agree to dismiss this action with prejudice with respect to all Plaintiffs, and N14 Class members "will be forever barred and enjoined [*8] from pursuing any claims" resolved by the settlement. Id. at 16, 31-33. In consideration, Defendants have agreed to provide N14 Class members with four primary types of relief. First, N14 Class Vehicles will receive a warranty extension for the timing-chain tensioner and timing chain for seven years or 100,000 miles from the date when the vehicle was first placed into service, whichever comes first, subject to certain exceptions. Id. Second, N14 Class members who submit claims by the relevant deadlines are entitled to reimbursement for out-of-pocket expenses incurred before the effective settlement date for repair and/or replacement of the timing chain and/or timing-chain tensioner, subject to certain limitations. Id. at 17-18. Class members are entitled to 100% of costs incurred at authorized MINI dealers and up to $120 for timing-chain tensioners and $850 for timing chains repaired or replaced at independent service centers. Id. Third, N14 Class members who submit timely claims are entitled to reimbursement for up to $4,500 in out-of-pocket expenses incurred before the effective settlement date for repair and/or replacement of an engine because of timing-chain tensioner and/or timing chain failure, subject to [*9] discounts based on mileage and the amount of time since their vehicle was first placed into service, as well as certain other limitations. Id. at 19-20. Finally, N14 Class members who submit timely claims are entitled to compensation of up to $2,250 if they had to sell their vehicle at a loss before the effective settlement date due to an unrepaired damaged or failed engine caused by timing-chain tensioner and/or timing chain failure, again subject to discounts based on mileage and the time since their vehicle was first placed into service, as well as certain other limitations. Id. at 21-22. EFTA01416888 The settlement requires N14 Class members to complete and submit a claim form, either online or by mailing a hard copy, providing information and documentation about their N14 Vehicle(s), routine maintenance, repairs, and sale. P. Mot. Final Approval Settlement Agreement, ECF No. 92 at 15; see also Notice and Claim Form, Decl. Matthew 3. McDermott in Support Mot. Approve Settlement ("McDermott Declaration"), ECF No. 92-4 Ex. A. If the Court grants final approval to the settlement agreement, the Settlement Administrator will review each timely claim and initially decide whether to grant or deny each claim. ECF No. 92 at [*10] 15; ECF No. 92-4 Ex. A § K. Granted claims will be submitted to Defendants for final approval. ECF No. 92 at 15-16; Settlement Agreement and Release, ECF No. 69-3 Ex. 1 ¶ III.E.2. The Settlement Administrator will notify each Class member whose claim is denied, in whole or in part, of the reason for the denial and the steps the Class member may take to cure any deficiencies in his or her claim. ECF No 92 at 15; ECF No 69-3 Ex. 1 ¶ III.E.1. Class members who cannot cure the deficiencies may notify Class Counsel of their wish to appeal the denial, eventually submitting any dispute to an agreed-upon Special Master for a binding determination. ECF No. 92 at 16; ECF No. 69-3 Ex. 1 ¶ III.E.3. For internal use only EFTA01416889 Page 7 2016 U.S. Dist. LEXIS 97188, * 2. Attorneys' fees and expenses The Parties agreed that, if the Court grants final approval of the settlement agreement, Class Counsel may seek an award of up to $2,320,000 in fees and expenses. ECF No. 693 Ex. 1 ¶ VIII.B. Defendants will not object to an award of up to $1,820,000. Id. Class Counsel may also move for service awards of up to $4,000 for each of the Named Plaintiffs in the Class without objection from Defendants. Id. ¶ VIII.C. All attorneys' fees and expenses, service awards, and expenses [*11] incurred administering the settlement agreement shall be paid by Defendants in addition to, and will not reduce, any relief paid to Class members who submit valid claims. Id. ¶ VIII.A. C. Notice to N14 Class members In its order granting preliminary approval of the settlement agreement, this Court directed the parties to serve notice of the settlement on all N14 Class members by February 20, 2016, 45 days after the order, and set a deadline of June 20, 2016 for Class members to submit claims, request exclusion from the Class, or object to the settlement. ECF No. 72 at 2 The Parties selected Class Action Administration LLC ("CAA") as the Claims Administrator for this settlement. ECF No. 92-4 ¶ 1; ECF No. 107-1 ¶ 1. CAA located records for 186,031 N14 Class members representing 80,224 N14 Class Vehicles. ECF No. 92-4 ¶ 4. Of these, 185,582 records had mailing addresses, and 111,893 had email addresses. Id. CAA emailed notices of the settlement to addresses associated with 111,843 Class Vehicles on February 19, 2016 and 50 Class Vehicles on May 2, 2016. Id. ¶ 8. Delivery failed for 631 of these addresses, resulting in a success rate of over 94 percent. ECF No. 107-1 ¶ 4. Before February [*12] 19, 2016, CAA also established a website, www.TimingChainTensionerSettlement.com , containing information about the settlement and blank copies of the claim form for N14 Class members, ECF No. 92-4 ¶ 10, and a tollfree telephone number for Class members to seek information about the settlement. Id. ¶ 12. Telephone operators took 3,992 calls from Class members and other individuals between February 19, 2016 and July 6, 2016, and the website had 116,591 EFTA01416890 document downloads and page views during the same period. ECF No. 107-1 ¶¶ 6-9. Because of a "communication error" between the Parties and CAA and delays obtaining Class member contact information from several state motor vehicle agencies, see Letter Request for Supplemental Notice Program, ECF No. 88 at 1, CAA mailed notices and claim forms to only 80,000 N14 Class members on February 19, 2016. ECF No. 92-4 ¶ 6. CAA mailed an additional 92,201 notice packets to Class members on February 26, 2016, 11,366 notice packets on March 23, 2016, 1,221 notice packets on May 2, 2016, and 794 notice packets on May 19, 2016, for a total of 185,582 notice packets mailed to Class members. Id. After multiple attempts, delivery failed for 6,581 of these [*13] addresses, resulting in a success rate of over 96 percent. ECF No. 107-1 ¶ 7. At the request of the Parties, this Court extended the deadline for N14 Class members to submit claims to July 21, 2016 for Class members from Kansas, New Hampshire, Oklahoma, and Pennsylvania; ECF No. 89 at 1-2; August 29, 2016 for Class members For internal use only EFTA01416891 Page 8 2016 U.S. Dist. LEXIS 97188, * from Hawaii, id. at 2; and July 1, 2016 for all other Class members, id. at 2; and extended the deadline for all Class members to opt out of or object to the settlement to July 1, 2016. Id. at 1. CAA updated the settlement website to reflect the extended deadlines before June 20, 2016. ECF No. 107-1 ¶ 11. On June 20, 2016, CAA mailed supplemental notice postcards to a total of 13,141 Class members in Kansas, Oklahoma, New Hampshire, Pennsylvania, and Hawaii, and emailed a supplemental notice to all 111,893 email addresses on file. Id. ¶ 12. D. N14 Class member claims, requests for exclusion, and objections According to Plaintiffs, as of July 6, 2006, a total of 5,310 N14 Class members have submitted claims under the settlement agreement, and 2,064 claims have been approved. The remaining claims are under review or are awaiting supplemental documentation from Class members Id. ¶¶ 17-18. One [*14] hundred and twenty three Class members have opted out of the settlement, and 23 Class members have submitted objections to the settlement on various grounds. Id. at ¶¶ 13-16; see ECF Nos. 75, 77-85, 96-98, 100-01, 103-04, 106. The Court will address each of these objections individually in this opinion. E. Motions for final approval of settlement and attorneys' fees On May 19, 2016, Plaintiffs moved for an award of $2,320,000 in attorneys' fees and expenses for Class Counsel. ECF No. 86. Defendants filed a brief in opposition on June 16, 2016, arguing that the Court should award Class Counsel only $1,820,000 in attorneys' fees and expenses. ECF No. 90. On June 20, 2016, Plaintiffs filed an unopposed motion seeking an order granting final certification of the N14 Class for settlement purposes, final approval of the settlement, and relief for N14 Class members under the terms of the settlement agreement. ECF No. 92. Plaintiffs filed a supplemental motion on July 7, 2016 containing updated information about Class member responses and discussing objections filed after June 20, 2016. ECF No. 107. The Court held a fairness hearing regarding both issues as required by Federal Rule of EFTA01416892 Civil Procedure 23(e) on July 14, 2016. DISCUSSION [*15] Before granting approval of the settlement agreement, the Court must consider: (1) whether the N14 Class can be certified under Federal Rule of Civil Procedure 23; (2) whether notice to the Class was adequate; (3) whether the settlement is fair, reasonable, and adequate; and (4) whether Plaintiffs' proposed provision for attorneys' fees and costs is reasonable. I. Final Class certification is appropriate The Court earlier granted conditional N14 Class certification, and now "final settlement depends on the finding that the class met all the requisites of Rule 23." In re Gen. Motors Corp. Pick-Up Truck Fuel Tank Products Liab. Litig. ("GM Truck Prods."), 55 F.3d 768, 797 (3d Cir. 1995). Under Rule 23(a), the Court must find that (1) the Class is so numerous For internal use only EFTA01416893 Page 9 2016 U.S. Dist. LEXIS 97188, * that joinder of all members is impracticable, (2) there are questions of law or fact common to the Class, (3) the claims 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) Rule 23(b)(3), under which Plaintiffs seek class certification, additionally requires that "questions of law or fact common to class members predominate over any questions affecting only individual members, and that [*16] a class action is superior to other available methods for fairly and efficiently adjudicating the controversy." Fed. R. Civ. P. 23(b)(3). Plaintiffs bear the burden of demonstrating that Rule 23's requirements are met by a preponderance of the evidence, and the Court "must make whatever factual and legal inquiries are necessary and must consider all relevant evidence and arguments presented by the parties." In re Hydrogen Peroxide Antitrust Litig., 552 F.3d 305, 306 (3d Cir. 2008). 1. Numerosity Rule 23(a)(1) requires that it be impracticable to join all class members, but there is "no minimum number of members needed for a suit to proceed as a class action." Marcus v. BMW of N. Am., LLC, 687 F.3d 583, 595 (3d Cir. 2012). Though Rule 23(a)(1) "requires examination of the specific facts of each case," the numerosity requirement is generally met "if the named plaintiff demonstrates that the potential number of plaintiffs exceeds 40." Id. (citations omitted). Here CAA identified 186,031 N14 Class members representing 80,224 N14 Class Vehicles. ECF No. 92-4. ¶ 4. The Court finds that the numerosity requirement is satisfied. 2. Commonality Under Rule 23(a)(2), the Named Plaintiffs must "share at least one question of law or fact with the grievances of the prospective class." Stewart v. Abraham, 275 F.3d 220, 227 (3d Cir. 2001) (citations omitted). Class claims "must depend upon a common contention . . . of such a nature that it is capable of classwide [*17] resolution -- which means that determination of its truth or falsity will resolve an issue that is central EFTA01416894 to the validity of each one of the claims in one stroke." Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338, 131 S. Ct. 2541, 2551, 180 L. Ed. 2d 374 (2011). The commonality requirement is met here. Because, as Plaintiffs represented when seeking preliminary approval of the settlement, "[a]ll Class Vehicles had the allegedly defective timing chain tensioner installed," P. Mot. Preliminary Approval, ECF No. 70 at 21, "the claims of the Class Representatives and the Settlement Class are predicated on the core common issue as to whether Defendants are liable for the damages suffered" by Class members as a result of the defective part. Id. 3. Typicality Under Rule 23(a)(3), the Named Plaintiffs' claims must be "typical of the claims or defenses of the class." Fed. R. Civ. P. 23(a)(3). "The typical inquiry is intended to assess . . . whether the named plaintiffs have incentives that align with those of absent class members so as to assure that the absentees' interests will be fairly represented." Baby Neal for & by Kanter v. Casey, 43 F.3d 48, 57-58 (3d Cir. 1994). "This investigation properly focuses on the similarity of the legal theory and legal claims; the similarity of the For internal use only EFTA01416895 Page 10 2016 U.S. Dist. LEXIS 97188, * individual circumstances on which those theories and claims are based; and the extent to which the proposed representative [*18] may face significant unique or atypical defenses to her claims." In re Schering Plough Corp. ERISA Litig., 589 F.3d 585, 597-98 (3d Cir. 2009). Plaintiffs' claims, "for settlement purposes only," are identical to the N14 Class claims. ECF No. 70 at 22. Plaintiffs represent that 101 Class Members assert that Defendants knowingly placed Class Vehicles containing the alleged defect into the stream of commerce and refused to honor its warranty obligations" and that "all Class Members assert the same or similar legal theories of liability against Defendants." Id. The Court finds that the typicality requirement is satisfied. 4. Adequacy of representation The Court must determine whether "the representative parties will fairly and adequately protect the interests of the class." Fed. R. Civ. P. 23(a)(4). The Court considers whether the Named Plaintiffs have "the ability and the incentive to represent the claims of the class vigorously, that [they have] obtained adequate counsel, and that there is no conflict between the [Named Plaintiffs'] claims and those asserted on behalf of the class." Hassine v. Jeffes, 846 F.2d 169, 179 (3d Cir. 1988). In this case, counsel is adequate. Plaintiffs claim that counsel are "exceedingly experienced and competent in complex litigation and have an established track record in litigating complex class action suits." [*19] ECF No. 70 at 22. As discussed, Plaintiffs' claims are also representative of those of all N14 Class members, and Plaintiffs "have no interests antagonistic to the class." Id. at 23. Though the Named Plaintiffs stand to recover payments of $4,000 each above the other consideration provided in the proposed settlement, thereby out-recovering other Class members, "this amount accords with the effort Plaintiff[ s have] taken to purse the class' claims." Weissman v. Gutworth, 2015 U.S. Dist. LEXIS 8543, 2015 WL 333465 at *4 (D.N.J. May 26, 2015) (Walls, J.). The Court finds that the adequacy requirement of Rule 23(a)(4) is EFTA01416896 satisfied. 5. Rule 23(b)(3) Rule 23(b)(3) includes two requirements: that "questions of law or fact common to class members predominate over any questions affecting only individual members, and that a class action is superior to other available methods for fairly and efficiently adjudicating the controversy." Fed. R. Civ. P. 23(b)(3). The "predominance" requirement demands that "proposed classes are sufficiently cohesive to warrant adjudication by representation." Amchem v. Windsor, 521 U.S. 591, 624, 117 S. Ct. 2231, 138 L. Ed. 2d 689 (1997). "[T]he focus of the predominance inquiry is on whether the defendant's conduct was common as to all of the class members, and whether all of the class members were harmed by the defendant's conduct." Sullivan v. DB Investments, Inc., 667 F.3d 273, 298 (3d Cir. 2011). As explained, Plaintiffs alleged in their motion for preliminary approval [*20] that Defendants installed the defective timing chain tensioner in all N14 Class Vehicles. ECF No. 70 at 21. Because the claims of each N14 Class member -- under federal and/or state law -- proceed from this common factual nucleus, all of the claims uniformly turn on "(a) whether Defendants knew or should have known that the Class Vehicles contained the For internal use only