12-3074-cv
Cohen v. Gerson Lehrman Grp., Inc.
UNITED STATES COURT OF APPEALS
FOR THE SECOND CIRCUIT
SUMMARY ORDER
RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED ON OR AFTER JANUARY 1,
2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1.
WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN
ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON
ANY PARTY NOT REPRESENTED BY COUNSEL.
1 At a stated term of the United States Court of Appeals
2 for the Second Circuit, held at the Thurgood Marshall United
3 States Courthouse, 40 Foley Square, in the City of New York,
4 on the 14th day of May, two thousand thirteen.
5
6 PRESENT: ROBERT D. SACK,
7 RICHARD C. WESLEY,
8 SUSAN L. CARNEY,
9 Circuit Judges.
10
11
12
13 JEFFREY COHEN, ON BEHALF OF HIMSELF
14 INDIVIDUALLY, ON BEHALF OF ALL SIMILARLY
15 SITUATED EMPLOYEES,
16
17 Plaintiff-Counter-Defendant-Appellant,
18
19 -v.- 12-3074-cv
20
21 GERSON LEHRMAN GROUP, INC.,
22
23 Defendant-Counter-Claimant-Appellee.
24
25
26 FOR APPELLANT: DOUGLAS H. WIGDOR, Thompson Wigdor LLP,
27 New York, NY.
28
29 FOR APPELLEE: MICHAEL J. PUMA, Morgan, Lewis & Bockius
30 LLP, Philadelphia, PA.
31
32 Appeal from the United States District Court for the
33 Southern District of New York (Castel, J.).
1 UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED
2 AND DECREED that the judgment of the United States District
3 Court for the Southern District of New York is AFFIRMED.
4 Plaintiff-Appellant Jeffrey Cohen appeals from a July
5 10, 2012 judgment of the United States District Court for
6 the Southern District of New York (Castel, J.) granting
7 final approval of the parties’ Joint Stipulation of Class
8 Settlement and Release (“Stipulation”), denying enhancement
9 payments to three named class representatives, and awarding
10 Plaintiff-Appellant’s counsel a total of $97,487 in
11 attorney’s fees. We assume the parties’ familiarity with
12 the underlying facts, the procedural history, and the issues
13 presented for review.
14 Plaintiff-Appellant argues that the district court
15 abused its discretion by denying enhancement payments to the
16 named class representatives and by awarding a fraction of
17 the $575,000 requested in attorney’s fees in this Fair Labor
18 Standards Act class action. Plaintiff-Appellant and
19 Defendant-Appellee Gerson Lehrman Group, Inc., entered into
20 a Stipulation establishing a $900,000 qualified settlement
21 fund to provide for class members’ unpaid back overtime
22 wages, enhancement payments, attorney’s fees, and
23 administrative costs. The Stipulation included a waiver of
2
1 the parties’ right to appeal “[p]rovided that the Final
2 Approval Order is consistent with the terms and conditions
3 of this [Stipulation] in all material respects.” The
4 Stipulation also contained language specifying that an award
5 of enhancement payments or attorney’s fees “in an amount
6 less than that sought . . . will not constitute . . . a
7 material modification of the [Stipulation].”
8 As agreed, the parties submitted the Stipulation for
9 final approval to the district court and Defendant-Appellee
10 did not contest Plaintiff-Appellant’s request for the
11 enhancement payments or attorney’s fees specified in the
12 Stipulation. The district court granted final approval of
13 the Stipulation but declined to award enhancement payments
14 or the full sum of attorney’s fees. We find that Plaintiff-
15 Appellant’s appeal of the district court’s judgment is
16 foreclosed by the plain language of the Stipulation.1
17 “It is well established that ‘[s]ettlement agreements
18 are contracts and must therefore be construed according to
19 general principles of contract law.’” Collins v. Harrison-
20 Bode, 303 F.3d 429, 433 (2d Cir. 2002) (quoting Red Ball
1
We neither express nor imply a view as to the propriety
vel non of the amount of attorney’s fees awarded by the district
court or the somewhat opaque methodology it used to arrive at
that figure.
3
1 Interior Demolition Corp. v. Palmadessa, 173 F.3d 481, 484
2 (2d Cir. 1999)). Under New York law, which governs the
3 Stipulation, we assess whether the parties’ agreement is
4 ambiguous on its face, rather than referring to extrinsic
5 evidence. Id. (citing Kass v. Kass, 91 N.Y.2d 554, 566
6 (1998)). “Contract language is ambiguous if it is capable
7 of more than one meaning when viewed objectively by a
8 reasonably intelligent person who has examined the context
9 of the entire integrated agreement.” Id. (internal
10 quotation marks omitted).
11 There is no ambiguity here. The Stipulation explicitly
12 states that an award of enhancement payments or attorney’s
13 fees in an amount less than requested does not materially
14 alter the contract. Indeed, this provision is sensible in
15 light of the parties’ awareness that the district court
16 retained discretion to award a lesser amount of payments and
17 fees. Thus, a reduced award is “consistent” with the
18 Stipulation “in all material respects.” Plaintiff-Appellant
19 waived the right to appeal on this basis.
20 For the foregoing reasons, the judgment of the district
21
22 court is hereby AFFIRMED.
23 FOR THE COURT:
24 Catherine O’Hagan Wolfe, Clerk
25
26
4