Common use of Procedural History and Recitals Clause in Contracts

Procedural History and Recitals. 1. Plaintiff Golden filed a putative class action Complaint on October 1, 2020, alleging claims for breach of contract, breach of the implied covenant of good faith and fair dealing and/or unjust enrichment, and violation of the U.S. Virgin Islands unfair and deceptive trade practices law on his behalf and on behalf of persons similarly situated. 2. The claims are based on BPPR’s standardized checking account agreement drafted by BPPR. Plaintiff Golden alleged that in breach of certain contractual promises in BPPR’s checking account agreement, BPPR assessed overdraft (“OD”) fees on what he calls Authorize Positive, Purportedly Settle Negative Transactions” (“APPSN Transaction” or “APPSN Transactions”), where a bank assesses OD Fees on a transaction that overdraws the account when it settles although the transaction had previously been the subject of an authorization to the merchant that was issued against sufficient funds. 1 All capitalized terms herein have the meanings ascribed to them in Section II or various places in the Agreement. 3. BPPR moved to dismiss the complaint on January 4, 2021, and Plaintiff Golden withdrew his U.S. Virgin Islands statutory claim. The motion to dismiss was outstanding when the settlement was reached. 4. Plaintiff Golden served extensive written discovery while the motion to dismiss was pending. Discovery was ongoing at the time the Parties agreed to a mediation in this case. 5. Defendant produced, on a confidential basis and subject to the Stipulated Confidentiality Order issued at Docket No. 77, documents and a large quantity of transactional data regarding OD fees on APPSN Transactions, which Plaintiff’s counsel analyzed. 6. On October 14, 2022, the Parties participated in a full-day mediation session with Xxx. Xxxx Xxxxx (Xxx.), in San Xxxx, Puerto Rico. The Parties reached an agreement in principle and signed a Term Sheet that day. 7. On October 19, 2022, the Parties filed a Notice of Settlement, confirming their agreement in principle and requesting that the Court stay all deadlines in the Action. 8. The Parties now agree to settle the Action in its entirety, without any admission of liability, with respect to all Released Claims of the Releasing Parties. Defendant has entered into this Agreement to resolve any and all controversies and disputes arising out of or relating to the allegations made in the Action, and to avoid the burden, risk, uncertainty, expense, and disruption to its business operations associated with further litigation. Defendant does not in any way acknowledge admit to or concede any of the allegations made in the Complaint, and expressly disclaims and denies any fault or liability, or any charges of wrongdoing that have been or could have been asserted in the Action. Nothing contained in this Agreement shall be used or construed as an admission of liability and this Agreement shall not be offered or received in evidence in any action or proceeding in any court or other forum as an admission or concession of liability or wrongdoing of any nature or for any other purpose other than to enforce the terms of this Agreement. Plaintiff has entered into this Agreement to liquidate and recover on the claims asserted in the Complaints, and to avoid the risk, delay, and uncertainty of continued litigation. Plaintiff does not in any way concede that the claims alleged in the Complaints lack merit or are subject to any defenses. The Parties intend this Agreement to bind Plaintiff, Defendant, and all Settlement Class Members.

Procedural History and Recitals. 1. Plaintiff Golden Xxxxxxx filed a putative class action Complaint on October 1May 13, 20202022, alleging claims a claim for breach Breach of contract, breach of the implied covenant of good faith and fair dealing and/or unjust enrichment, and violation of the U.S. Virgin Islands unfair and deceptive trade practices law Contract on his behalf and on behalf of persons similarly situated. 2. The claims are based on BPPRPopular Bank’s standardized checking account agreement Personal Banking Disclosure Agreement (PBDA), drafted by BPPRPopular Bank. Plaintiff Golden Xxxxxxx alleged that in breach of certain contractual promises in BPPR’s checking account agreementthe PBDA, BPPR Popular Bank assessed overdraft fees (“ODOD Fees”) fees on what he calls are sometimes called “Authorize Positive, Purportedly Settle Negative Transactions” (“APPSN APSN Transaction” or “APPSN APSN Transactions”), where a bank assesses OD Fees on a transaction that overdraws the account when it settles although the transaction had previously been the subject of an authorization to the merchant that was issued against sufficient available funds. 3. Popular Bank moved to compel arbitration on September 8, 2022, which the District Court denied December 9, 2022. 4. Popular Bank appealed December 22, 2022, and the case was stayed pending appeal on January 9, 2023. 1 All capitalized terms herein have the meanings ascribed to them in Section II or various places in the Agreement. 35. BPPR moved The Court of Appeals affirmed the denial of the Motion to dismiss the complaint on January 4, 2021Compel Arbitration by Summary Order, and Plaintiff Golden withdrew his U.S. Virgin Islands statutory claim. The motion to dismiss was outstanding when the settlement was reachedMandate issued January 31, 2024. 46. Plaintiff Golden served extensive written discovery while After the motion Action was remanded, before Defendant filed its planned Motion to dismiss was pending. Dismiss, and before Discovery was ongoing at the time resumed, the Parties agreed to scheduled a mediation in this caseand requested an adjournment of the scheduled case management conference pending mediation. On March 19, 2024, the Court adjourned all deadlines sine die. 57. Defendant produced, on a confidential basis and subject to the Stipulated Confidentiality Order issued at Docket No. 77mediation privilege, documents and a large quantity of transactional data regarding OD fees Fees on APPSN APSN Transactions, which Plaintiff’s counsel analyzed. 68. On October 14May 2, 20222024, the Parties participated in a full-day mediation session with Xxx. Xxxx Xxxxx (Xxx.), in San Xxxx, Puerto Rico. The Parties reached an agreement in principle and signed a Term Sheet that day. 79. On October 19May 9, 20222024, the Parties filed a Notice notified the Court of the Settlement, confirming their agreement in principle and requesting that the Court stay all deadlines in the ActionAction until July 11, 2024, for the Parties to finalize this Agreement. The Court granted that application on May 9, 2024. 810. The Parties now agree to settle the Action in its entirety, without any admission of liability, with respect to all Released Claims of the Releasing Parties. Defendant has entered into this Agreement to resolve any and all controversies and disputes arising out of or relating to the allegations made in the Action, and to avoid the burden, risk, uncertainty, expense, and disruption to its business operations associated with further litigation. Defendant does not in any way acknowledge acknowledge, admit to or concede any of the allegations made in the Complaint, and expressly disclaims and denies any fault or liability, or any charges of wrongdoing that have been or could have been asserted in the Action. Nothing contained in this Agreement shall be used or construed as an admission of liability and this Agreement shall not be offered or received in evidence in any action or proceeding in any court or other forum as an admission or concession of liability or wrongdoing of any nature or for any other purpose other than to enforce the terms of this Agreement. Plaintiff has entered into this Agreement to liquidate and recover on the claims asserted in the ComplaintsComplaint, and to avoid the risk, delay, and uncertainty of continued litigation. Plaintiff does not in any way concede that the claims alleged in the Complaints Complaint lack merit or are subject to any defenses. The Parties intend this Agreement to bind Plaintiff, Defendant, and all Settlement Class Members.

Procedural History and Recitals. 1. On July 23, 2021, Plaintiff Golden filed a putative class action Complaint on October 1complaint in the Action seeking – among other things – damages, 2020, alleging claims for breach of contract, breach of the implied covenant of good faith and fair dealing and/or unjust enrichmentrestitution, and violation of declaratory relief arising from the U.S. Virgin Islands allegedly unfair and deceptive trade practices law on his behalf unconscionable assessment and on behalf collection of persons similarly situatedretry NSF/overdraft fees, allegedly, in violation of, inter alia, Workers’ contracts with its credit union members. 2. The claims are based Defendant timely filed a Motion to Dismiss on BPPR’s standardized checking account agreement drafted by BPPRSeptember 17, 2021. Plaintiff Golden alleged opposed that in breach of certain contractual promises in BPPR’s checking account agreementMotion. The Court denied the Motion to Dismiss on April 14, BPPR assessed overdraft (“OD”) fees on what he calls Authorize Positive, Purportedly Settle Negative Transactions” (“APPSN Transaction” or “APPSN Transactions”), where a bank assesses OD Fees on a transaction that overdraws the account when it settles although the transaction had previously been the subject of an authorization to the merchant that was issued against sufficient funds2022. 3. The Court issued several scheduling orders throughout the litigation of the Case and the Parties vigorously pursued discovery pursuant to those Order. In particular, Plaintiff served document requests and interrogatories on Workers, to which Workers served its written responses, including sample transactional data. The Parties met and conferred several times discovery issues. 4. Negotiations by the Parties resulted in the Settlement reflected in this Agreement. 1 All capitalized terms herein have the meanings ascribed to them in Section II or various places in the Agreement. 3. BPPR moved to dismiss the complaint on January 4, 2021, and Plaintiff Golden withdrew his U.S. Virgin Islands statutory claim. The motion to dismiss was outstanding when the settlement was reached. 4. Plaintiff Golden served extensive written discovery while the motion to dismiss was pending. Discovery was ongoing at the time the Parties agreed to a mediation in this case. 5. Defendant produced, on a confidential basis and subject to the Stipulated Confidentiality Order issued at Docket No. 77, documents and a large quantity of transactional data regarding OD fees on APPSN Transactions, which Plaintiff’s counsel analyzed. 6. On October 14, 2022, the Parties participated in a full-day mediation session with Xxx. Xxxx Xxxxx (Xxx.), in San Xxxx, Puerto Rico. The Parties reached an agreement in principle and signed a Term Sheet that day. 7. On October 19, 2022, the Parties filed a Notice of Settlement, confirming their agreement in principle and requesting that the Court stay all deadlines in the Action. 8. The Parties now agree to settle the Action in its entirety, without any admission of liability, with respect to all Released Claims of the Releasing Parties. Defendant Workers has entered into this Agreement to resolve any and all controversies and disputes arising out of or relating to the allegations made in the Action, and to avoid the burden, risk, uncertainty, expense, and disruption to its business operations associated with further litigation. Defendant Workers does not in any way acknowledge acknowledge, admit to to, or concede any of the allegations made raised or which could have been raised in the Complaint, and expressly disclaims and denies any fault or liability, or any charges of wrongdoing that have been or could have been asserted in the ActionComplaint. Nothing contained in this Agreement shall be used or construed as an admission of liability and this Agreement shall not be offered or received in evidence in any action or proceeding in any court or other forum as an admission or concession of liability or wrongdoing of any nature or for any other purpose other than to enforce the terms of this Agreement. Plaintiff has entered into this Agreement to liquidate and recover on the claims asserted in the ComplaintsComplaint, and to avoid the risk, delay, and uncertainty of continued litigation. Plaintiff does not in any way concede that the claims alleged in the Complaints Complaint lack merit or are subject to any defensesdefense. The Parties intend this Agreement to bind Plaintiff, DefendantWorkers, and all Settlement Class Members.

Procedural History and Recitals. 1. Plaintiff Golden filed a putative class action Complaint on October 1, 2020, alleging claims for breach of contract, breach of the implied covenant of good faith and fair dealing and/or unjust enrichment, and violation of the U.S. Virgin Islands unfair and deceptive trade practices law on his behalf and on behalf of persons similarly situated. 2. The claims are based on BPPR’s standardized checking account agreement drafted by BPPR. Plaintiff Golden alleged that in breach of certain contractual promises in BPPR’s checking account agreement, BPPR assessed overdraft (“OD”) fees on what he calls Authorize Positive, Purportedly Settle Negative Transactions” (“APPSN Transaction” 2.1 On or “APPSN Transactions”), where a bank assesses OD Fees on a transaction that overdraws the account when it settles although the transaction had previously been the subject of an authorization to the merchant that was issued against sufficient funds. 1 All capitalized terms herein have the meanings ascribed to them in Section II or various places in the Agreement. about November 3. BPPR moved to dismiss the complaint on January 4, 2021, and Plaintiff Golden withdrew his U.S. Virgin Islands statutory claim. The motion sent the PAGA Notice thereby authorizing him to dismiss was outstanding when represent the settlement was reachedState of California as a private attorney general for the purposes of PAGA after the expiration of the applicable 65-day exhaustion period. 2.2 Plaintiff filed the original Complaint in the Action on or about November 10, 2021. Complaint alleges causes of action for: (1) failure to pay overtime wages; (2) failure to pay minimum wage; (3) failure to provide meal periods; (4. Plaintiff Golden served extensive written discovery while the motion ) failure to dismiss was pending. Discovery was ongoing at the provide rest periods; (5) waiting time the Parties agreed penalties; (6) wage statement violations; (7) failure to a mediation in this caseindemnify; (8) failure to timely pay wages; and (9) unfair competition. 52.3 Thereafter, individual defendant Xxxxx Xxxxxx was dismissed without prejudice. Defendant producedAs a result, the only remaining defendant in the Action was The Xxxxxx-Xxxxxx Company, L.L.C. 2.4 Plaintiff filed a separate Complaint in the PAGA Action on a confidential basis and subject to the Stipulated Confidentiality Order issued at Docket No. 77or about January 10, documents and a large quantity of transactional data regarding OD fees on APPSN Transactions, which Plaintiff’s counsel analyzed2022. 6. 2.5 On October 14December 15, 2022, the Parties participated in a full-day mediation session with Xxx. before mediator Xxxx Xxxxx (Xxx.), in San Xxxx, Puerto Ricoan experienced mediator who has mediated numerous wage-hour class actions. The Parties reached an agreement in principle and signed a Term Sheet that day. 7. On October 19, 2022After the mediation session, the Parties filed reached the basic terms of a Notice settlement of Settlement, confirming their agreement in principle the Action and requesting that the Court stay all deadlines in the PAGA Action. 8. The Parties now agree to settle the Action in its entirety, without any admission of liability, with respect to all Released Claims 2.6 As a condition of the Releasing Parties. Defendant has entered into settlement, Plaintiff agrees to file, within fifteen (15) days of the date this Settlement Agreement to resolve any and is fully executed, a First Amended Complaint adding all controversies and disputes arising out of or relating to potential claims under the allegations made in FCRA, the ActionCCCRAA, the ICRAA, and to avoid add a claim for PAGA civil penalties based on the burden, risk, uncertainty, expense, and disruption to its business operations associated with further litigation. Defendant does not in any way acknowledge admit to or concede any of the allegations made Labor Code violations alleged in the Complaint, and expressly disclaims and denies any fault or liability, or any charges of wrongdoing that have been or could have been asserted Complaint in the Action. Nothing contained Plaintiff further agreed to file all documents needed to effect dismissal without prejudice of the separately pending PAGA Action, thereby effectively consolidating the two (2) actions. 2.7 Defendant denies each of the claims in this Agreement shall be used the Operative Complaint, and further denies that it is liable to Plaintiff or construed as an admission the Class, or the State of liability California, or the PAGA Members, and this Agreement shall not be offered or received in evidence in any action or proceeding in any court or other forum as an admission or concession of liability or wrongdoing of any nature or further denies that, for any other purpose other than settling the Action, this Action is appropriate for class or representative action treatment. 2.8 Prior to enforce the terms of this Agreement. mediation Plaintiff has entered into this Agreement to liquidate obtained, through informal discovery: (1) time and recover on the claims asserted in the Complaints, and to avoid the risk, delay, and uncertainty of continued litigation. Plaintiff does not in any way concede that the claims alleged in the Complaints lack merit or are subject to any defenses. The Parties intend this Agreement to bind Plaintiff, Defendant, and all Settlement payroll records for 605 Class Members.; (2) all wage statements for ten (10) Class Members who worked throughout the entire Class Period; (3) applicable collective bargaining agreements;