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Settlement Agreement

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EXHIBIT 10.44 SETTLEMENT AGREEMENT This Settlement Agreement (together with all appendices, exhibits, schedules and attachments hereto, the " Agreement" or " Settlement" ), dated March 6, 2007, is made by and among Rewards Network Inc., Rewards Network Establishment Services Inc., Rewards Network Services Inc., and RTR Funding LLC (collectively, " Rewards Network" ), on the one hand, and Bistro Executive, Inc., dba Tournesol; Patrice Lambert; Westward Beach Restaurant Holdings, LLC, formerly dba The Gray Whale; Thomas Averna; Minibar, Inc., dba Minibar Lounge; and Rebekah Barrow, all suing individually and as the " Representative Plaintiffs," subject to judicial approval, on behalf of the Class as defined in Part B, Paragraph 5, on the other hand. Rewards Network and the Representative Plaintiffs are the " Settling Parties" or " Parties." This Agreement supersedes the Initial Settlement Agreement dated December 21, 2006, and is intended to fully, finally, and forever compromise, resolve, discharge, and settle the Released Claims subject to the terms and conditions set forth below. A. SETTLING PARTIES' CLAIMS AND RECITALS 1. On May 25, 2004, a class action was filed in the Los Angeles County Superior Court, No. BC316029, against Rewards Network. The Complaint alleged that Rewards Network violated California Usury Laws (Cal. Const. Art. XV a71) and California' s Unfair Business Practices Act (Cal. Bus. & Prof. Code a717200 et seq.). The Complaint sought equitable relief, restitution, and treble damages. 2. On June 25, 2004, Rewards Network removed the case to the United States District Court for the Central District of California (the " Court" ). The caption of the case reads Bistro Executive, Inc., dba Tournesol, et al. v. Rewards Network Inc., et al. , Case No. CV-04-4640-CBM (MCx).


3. On October 11, 2005, the Court entered an order certifying two classes: a Restaurant Class and a Guarantor Class. The " Restaurant Class" included all California merchants which, from May 25, 2000, to the filing of the Complaint on May 25, 2004, participated in Rewards Network' s Cash Advance Program and which took a cash advance from Rewards Network pursuant to the terms of the Old Form Cash Advance Contracts. The " Guarantor Class" included all persons who, from May 25, 2000, to the filing of the Complaint on May 25, 2004, guaranteed payment of interest and principal on cash advances pursuant to the Old Form Cash Advance Contracts. 4. On July 20, 2006, the Court entered an order granting the Representative Plaintiffs partial summary judgment (the " Summary Judgment Order" ), concluding in part that the business transactions at issue were " loans" based on an application of the doctrine of judicial estoppel. On August 23, 2006, the Court granted Rewards Network' s motion to certify an interlocutory appeal pursuant to 28 U.S.C. a7 1292(b). On October 16, 2006, the United States Court of Appeals for the Ninth Circuit granted Rewards Network' s petition for interlocutory appeal, and the appeal is currently pending in the Ninth Circuit. 5. Over the past two and a half years, Class Counsel have conducted an investigation of the facts, including reviews of Rewards Network' s relevant documents and depositions of Rewards Network' s representatives, and analyzed the relevant legal issues. Although the Representative Plaintiffs and Class Counsel believe that the claims asserted in the Complaint have merit, they have examined the benefits to be obtained under the Settlement compared to the costs, risks, and delays associated with the continued litigation of these claims, including the uncertainty of the outcome of the pending appeal in the United States Court of Appeals for the Ninth Circuit. The factors considered include the following:

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(a) In imposing liability in its Summary Judgment Order, the Court relied in part on judicial estoppel and consequently did not consider Rewards Network' s evidence or argument on the element of whether the transactions at issue were " loans" ; (b) The basis of the Court' s Summary Judgment Order is subject to uncertainty upon appeal or reconsideration; (c) There is authority for the proposition that calling a transaction a " loan" does not make it a loan for usury purposes and that usury depends upon the overall economic substance of the transaction; (d) A New York state court found that certain Rewards Network cash advance agreements, which Rewards Network contends are substantially similar to those at issue in this Action, are not loans. Transmedia Restaurant Co. v. 33 E. 61st Street Restaurant Corp. , 710 N.Y.S.2d 756, 760 (N.Y. App. Div. 2000); (e) Rewards Network has raised both defenses and setoff claims with respect to the promotional and marketing services that it alleges to have provided to the Class Members; (f) Any award of treble damages is uncertain and would have been subject to the Court' s discretion after an examination of all of Rewards Network' s defenses and the facts and circumstances of the transactions; (g) In November 2003 and again in October 2004, Rewards Network made changes to its standard form cash advance agreement that together (i) clarified and expressly recognized that Rewards Network' s promotional and marketing efforts are part of the consideration received by participating merchants in the transactions, and (ii) eliminated certain provisions of the prior agreements cited by the Court in its Summary Judgment Order; and

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(h) The October 2004 form and all forms of cash advance agreements used by Rewards Network thereafter contain a choice-of-law provision selecting Illinois law, which does not permit civil usury claims for commercial transactions. 6. The Representative Plaintiffs were exposed to the risks and burdens attendant to pursuing this Action as a class action, as well as exposure to counterclaims asserted by Rewards Network, which sought collection of amounts alleged to be due and owing, as well as attorneys' fees. 7. The Representative Plaintiffs and Class Counsel believe that, in consideration of all the circumstances and as a consequence of vigorous and extensive arms-length settlement negotiations, the Settlement embodied in this Agreement is fair, reasonable, adequate, and in the best interests of the Class. 8. Rewards Network has vigorously denied, and continues to deny, all liability with respect to any and all of the facts or claims alleged in the Complaint or other actions, denies that it engaged in any wrongdoing, denies that it acted improperly in any way, and denies any liability to the Representative Plaintiffs, to the Class, or to any third party. Rewards Network nevertheless desires to settle the Action on the terms and conditions set forth in this Agreement solely for the purpose of avoiding the burden, expense, risk, and uncertainty of continuing the proceedings in the Action, and for the purpose of putting to rest all controversies among the Parties. 9. In no event is this Agreement to be construed as, or is to be deemed evidence of, an admission or concession on the part of Rewards Network or Released Parties (as defined herein) with respect to any claim by the Representative Plaintiffs including, without limitation, whether cash advanced pursuant to Rewards Network' s Cash Advance Program constituted a

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" loan," or with respect to any assertion of fault, liability, wrongdoing, damage, or the propriety of class certification of the Class if the Action were to be litigated rather than settled. 10. In no event is this Agreement to be construed as, or is to be deemed evidence of, an admission or concession on the part of the Representative Plaintiffs or any Class Member as to the viability, efficacy, or sufficiency of any defense, setoff claim, or counterclaim that Rewards Network has asserted or could assert if the Action were to be litigated rather than settled. 11. The Settling Parties intend that the proposed settlement embodied in this Agreement resolves all claims and disputes between the Representative Plaintiffs, the Class Members, Rewards Network, and all Released Parties with respect to the Released Claims. B. DEFINITIONS In addition to the terms defined elsewhere in this Agreement, for purposes of this Agreement and all its Appendices or Exhibits, the following terms shall have the meanings as set forth below. 1. " Action" means the lawsuit filed by the Representative Plaintiffs in the Los Angeles County Superior Court, which was removed to the United States District Court for the Central District of California (the " Court" ), and is now captioned Bistro Executive, Inc. , dba Tournesol, et al. v. Rewards Network Inc., et al. , Case No. CV-04-4640-CBM (MCx). 2. " Administration" or " Administration Costs" means the act of, and the costs associated with, administering the settlement, including, but not limited to, processing claims, processing returned and/or undeliverable mail, responding to class member inquiries, distributing payments and airline mileage awards to Class Members, preparing and disseminating reports about administrative issues, maintaining a web site devoted to the Action, and post-distribution settlement administration and related activities.

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3. " Administrator" means Rust Consulting, Inc., the independent third party administrator to be hired by Rewards Network to handle in good faith all or parts of the Notice and Administration. 4. " Cash Advance Program" means the program whereby Rewards Network advanced cash to participating merchants in exchange for credits to be redeemed by Rewards Network members when they dined at the participating merchants' restaurants (as such program was operated from May 25, 2000 through December 31, 2004 under the Old Form Cash Advance Contracts). 5. The " Class" or " Settlement Class" means the following: (a) All California merchants which, from May 25, 2000 through December 31, 2004, participated in Rewards Network' s Cash Advance Program and received a cash advance from Rewards Network pursuant to the terms of any Old Form Cash Advance Contract. (b) All persons who, from May 25, 2000 through December 31, 2004, guaranteed a Merchant Class Member' s obligations under any Old Form Cash Advance Contract. 6. " Class Members," " Members of the Class," or " Settlement Class Members," as the context may require, means all persons or entities that are included in the Class definition in Part B, Paragraph 5 above, but does not include: (a) Persons or entities with claims based exclusively upon cash advances made by Rewards Network prior to May 25, 2000. (b) Any persons or entity that previously opted out of the class in this Action. (c) Persons or entities that validly and timely elect exclusion from the Settlement Class pursuant to Fed. R. Civ. P. 23 and under the conditions and procedures as

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determined by the Court and described in any Notice of the settlement of the Action as set forth in Part F, Paragraph 2. 7. " Class Counsel" means the following: Kenneth R. Chiate, Esq.
Daniel L. Brockett, Esq.
Quinn Emanuel Urquhart
Oliver & Hedges, LLP
865 South Figueora Street, 10th Floor
Los Angeles, CA 90017
Phone: 213-443-3000
Fax: 213-443-3100 Anat Levy, Esq.
Anat Levy & Associates, P.C.
8840 Wilshire Blvd., Third Floor
Beverly Hills, CA 90211
Phone: 310 -358-3138
Fax: 310-358-3104 8. The " Class Period" means May 25, 2000 through December 31, 2004. 9. " Class Representatives" means the individually named Plaintiffs in this Action who have been determined by the Court to adequately represent the interests of the Class Members. 10. " Complete Settlement Approval" means the date on which all appeals related to the Final Order of the Settlement are resolved, or 31 days after the Final Order if no appeal is commenced. 11. " Eligible Base Amount" means the total amount Rewards Network received from or on behalf of a Class Member through December 31, 2006 in excess of the total amount Rewards Network advanced to that Class Member under all Old Form Cash Advance Contracts. In calculating the Eligible Base Amount for any given Class Member, all advances by Rewards Network to or on behalf of the Class Member and all amounts received by Rewards Network (including from any collection action) under all applicable Old Form Cash Advance Contracts shall be netted against each other.

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12. " Final Order" means the Final Order of Judgment and Dismissal to be entered at the Final Approval Hearing if the Court grants final approval to this Settlement as proposed on behalf of the Class, substantially in the form of Exhibit B. 13. " Merchant Account" means that Rewards Network account with a unique identifying account number used in the ordinary course of business by Rewards Network to identify the restaurant or merchant that received cash advances under Old Form Cash Advance Contracts. 14. " Merchant Class Member" means any merchant described in Paragraph 5(a) above. 15. " Notice" means the notice to the members of the Class as approved by the Court in the Preliminary Approval Order. 16. " Notice Costs" means the entire cost of providing the notice of the settlement to all Class Members ordered by the Court. 17. " Old Form Cash Advance Contract" means the pre-October 2004 form of contract used by Rewards Network in its Cash Advance Program in California and executed by or on behalf of Class Members during the period May 25, 2000 through December 31, 2004. 18. " Preliminary Approval Order" means the order to be entered if the Court grants preliminary approval of this Agreement and certifies the Class for settlement purposes only, substantially in the form attached as Exhibit A. 19. (a) Subject to Paragraph 19(b) of this Part B, " Released Claims" means any claims, Unknown Claims, demands, obligations, actions, causes of action, suits, cross-claims, matters, issues, liens, liabilities, costs, and expenses of any nature by the Settlement Class Members against the Released Parties arising out of, or in connection with, or in any way related

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to any Rewards Network cash advance program. This includes any claim related to activity engaged in or any services performed directly or indirectly in connection with any cash advance transaction, whether for damages, punitive damages, exemplary damages, treble damages, penalties, restitution, disgorgement, or any declaratory, injunctive or any other equitable relief of any kind, whether based on any federal or state statute, regulation or common law theory (specifically including, but not limited to, any claim asserting that any cash advance transaction violated usury laws or constituted any unfair or deceptive trade or business practice or violation of the California Business & Professions Code). (b) " Released Claims" do not include (i) any claim to enforce this Agreement; or (ii) any claim by a Class Member against Rewards Network based on any contract entered after December 31, 2006. In the event Rewards Network brings any claim against a Class Member for amounts Rewards Network advanced under any Old Form Cash Advance Contract, or for any amounts under any cash advance contract entered into from October 1, 2004, through December 31, 2006, that is not an Old Form Cash Advance Contract, then the Class Member may raise any claim, defense, counterclaim, or cross-claim, except for a claim or claims asserting that the transaction violated usury laws or constituted any unfair or deceptive trade or business practice or violation of the California Business & Professions Code. 20. " Released Parties" means, collectively, Rewards Network Inc., Rewards Network Establishment Services Inc., Rewards Network Services Inc. and RTR Funding LLC, and (a) any and all of their respective past, present and future parent companies, subsidiaries, divisions, affiliates, predecessors, successors, and assigns; (b) the respective present and former general partners, limited partners, principals, members, directors, and their attorneys, officers, employees, stockholders, owners, agents, subrogees, heirs, executors, representatives,

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administrators, trustees, transferees, and assigns of any of them; and (c) all persons or entities acting on behalf or at the direction of any of the foregoing. 21. " Unknown Claims" means all claims arising out of facts relating to any matter covered by the Released Claims, which in the future are or may be found to be other than or different from the facts now believed to be true, so that each person or entity so affected shall be deemed to have expressly waived all of the rights and benefits of any provision of the law, either state or federal, providing that a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor, including without limitation Section 1542 of the California Civil Code, which reads as follows:Section 1542. General Release: extent. A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.All persons or entities providing releases under this Agreement, including all Class Members, upon Complete Settlement Approval shall be deemed to have, and by operation of the Final Order shall have, waived any and all provisions, rights or benefits conferred by Section 1542 of the California Civil Code or any comparable law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to Section 1542 of the California Civil Code with respect to the Released Claims. All persons or entities providing releases under t
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