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UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF PENNSYLVANIA
DOUGLAS S. CHABOT, et al.,
Individually and on Behalf of All
Others Similarly Situated,
Plaintiffs,
vs.
WALGREENS BOOTS ALLIANCE,
INC., et al.,
Defendants.
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Civ. Action No. 1:18-cv-02118-JPW
CLASS ACTION
FINAL JUDGMENT AND ORDER OF
DISMISSAL WITH PREJUDICE
Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 1 of 12
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This matter came before the Court for hearing pursuant to the Order of this
Court, dated October 23, 2023, on the application of the Settling Parties for approval
of the Settlement set forth in the Stipulation of Settlement dated October 18, 2023 (the
“Stipulation”). Due and adequate notice having been given to the Class as required in
the Order, the Court having considered all papers filed and proceedings held herein
and otherwise being fully informed of the premises and good cause appearing
therefore, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:
1. This Judgment incorporates by reference the definitions in the
Stipulation, and all terms used herein shall have the same meanings as set forth in the
Stipulation, unless otherwise stated herein.
2. This Court has jurisdiction over the subject matter of the Action and over
all parties to the Action, including all members of the Class.
3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court
hereby approves the Settlement set forth in the Stipulation and finds that:
(a) the Stipulation and the Settlement contained therein are, in all
respects, fair, reasonable, and adequate;
(b) there was no collusion in connection with the Stipulation;
(c) the Stipulation was the product of informed, arm’s-length
negotiations among competent, able counsel; and
Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 2 of 12
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(d) the record is sufficiently developed and complete to have enabled
Plaintiffs and Defendants to have adequately evaluated and considered their positions.
4. Accordingly, the Court authorizes and directs implementation and
performance of all the terms and provisions of the Stipulation, as well as the terms and
provisions hereof. Except as to any individual claim of those Persons who have
validly and timely requested exclusion from the Class pursuant to the Class Notice
(identified in Exhibit 1 hereto), the Action and all claims contained therein are
dismissed with prejudice as to the Plaintiffs and the other Class Members, and as
against each and all of the Released Defendant Parties. The Settling Parties are to
bear their own costs except as otherwise provided in the Stipulation.
5. No Person shall have any claim against the Plaintiffs, the Class,
Plaintiffs’ Counsel, Released Defendant Parties, Defendants’ Counsel, or the Claims
Administrator based on distributions made substantially in accordance with the
Settlement, the Stipulation and the Plan of Allocation, or otherwise as further ordered
by the Court.
6. Upon the Effective Date, Plaintiffs and each of the Class Members (who
have not validly opted out of the Class), on behalf of themselves, and their respective
former and present officers, directors, employees, agents, affiliates, parents,
subsidiaries, insurers, reinsurers, heirs, executors, administrators, predecessors,
successors, and assigns in their capacities as such, shall be deemed to have, and by
Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 3 of 12
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operation of law and of this Judgment shall have, fully, finally, and forever released,
relinquished, waived, and discharged any or all of the Released Plaintiffs’ Claims,
including, without limitation, Unknown Claims, against Defendants and the other
Released Defendant Parties, whether or not such Class Members execute and deliver a
Proof of Claim, and shall be permanently barred and enjoined from the institution,
maintenance, prosecution, or enforcement of any and all Released Plaintiffs’ Claims,
including, without limitation, Unknown Claims, against Defendants and the other
Released Defendant Parties, in any state or federal court or arbitral forum, or in the
court of any foreign jurisdiction. Claims to enforce the terms of the Stipulation are
not released.
7. Upon the Effective Date, each of the Released Defendant Parties, on
behalf of themselves, and their respective former and present officers, directors,
employees, agents, affiliates, parents, subsidiaries, insurers, reinsurers, heirs,
executors, administrators, predecessors, successors, and assigns in their capacities as
such, shall be deemed to have, and by operation of this Judgment shall have, fully,
finally, and forever released, relinquished, and discharged any or all of the Released
Defendants’ Claims, including, without limitation, Unknown Claims, against the
Released Plaintiff Parties, including Plaintiffs’ Counsel, and shall be permanently
barred and enjoined from the institution, maintenance, prosecution, or enforcement of
any and all Released Defendants’ Claims, including, without limitation, Unknown
Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 4 of 12
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Claims, against Plaintiffs and the other Released Plaintiff Parties, in any state or
federal court or arbitral forum, or in the court of any foreign jurisdiction. Claims to
enforce the terms of the Stipulation are not released.
8. The distribution of the Notice and publication of the Summary Notice as
provided for in the Preliminary Approval Order constituted the best notice practicable
under the circumstances, including individual notice to Class Members who could be
identified through reasonable effort. The notice provided was the best notice
practicable under the circumstances of those proceedings and of the matters set forth
therein, including the proposed Settlement set forth in the Stipulation, to all Persons
entitled to such notice, and said notice fully satisfied the requirements of Rule 23 of
the Federal Rules of Civil Procedure, due process and any other applicable law,
including the Private Securities Litigation Reform Act of 1995. No Class Member is
relieved from the terms of the Settlement, including the releases provided for therein,
based upon the contention or proof that such Class Member failed to receive actual or
adequate notice. A full opportunity has been offered to the Class Members to object
to the proposed Settlement and to participate in the hearing thereon. The Court further
finds that the notice provisions of the Class Action Fairness Act, 28 U.S.C. §1715,
were fully discharged and that the statutory waiting period has elapsed. Thus, it is
hereby determined that all members of the Class are bound by this Judgment, except
those persons listed on Exhibit 1 to this Judgment.
Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 5 of 12
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9. Any Plan of Allocation submitted by Lead Counsel or any order entered
regarding any attorneys’ fee and expense application shall in no way disturb or affect
this Judgment and shall be considered separate from this Judgment. Any order or
proceeding relating to the Plan of Allocation or any order entered regarding any
attorneys’ fee and expense application, or any appeal from any order relating thereto
or reversal or modification thereof, shall not affect or delay the finality of the Final
Judgment in this Action.
10. Neither the Stipulation, nor any of its terms or provisions, nor any of the
negotiations or proceedings connected with it, (a) shall be offered against any of the
Released Defendant Parties as evidence of, or construed as, or deemed to be evidence
of any presumption, concession, or admission by any of the Released Defendant
Parties with respect to the truth of any allegation by Plaintiffs or the validity of any
claim that was or could have been asserted or the deficiency of any defense that has
been or could have been asserted in this Action or in any other litigation, or of any
liability, negligence, fault, or other wrongdoing of any kind of any of the Released
Defendant Parties or in any way referred to for any other reason as against any of the
Released Defendant Parties, in any arbitration proceeding or other civil, criminal, or
administrative action or proceeding, other than such proceedings as may be necessary
to effectuate the provisions of the Stipulation; or (b) shall be offered against any of the
Released Plaintiff Parties as evidence of, or construed as, or deemed to be evidence of
Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 6 of 12
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any presumption, concession, or admission by any of the Released Plaintiff Parties
that any of their claims are without merit, that any of the Released Defendant Parties
had meritorious defenses, or that damages recoverable under the Complaint would not
have exceeded the Settlement Amount or with respect to any liability, negligence,
fault, or wrongdoing of any kind, or in any way referred to for any other reason as
against any of the Released Plaintiff Parties, in any arbitration proceeding or other
civil, criminal, or administrative action or proceeding, other than such proceedings as
may be necessary to effectuate the provisions of the Stipulation; or (c) shall be
construed against any of the Released Parties as an admission, concession, or
presumption that the consideration to be given hereunder represents the amount which
could be or would have been recovered after trial; provided, however, that,
notwithstanding the foregoing, if the Stipulation is approved by the Court, the Parties
and the Released Parties and their respective counsel may file or refer to it to
effectuate the protections from liability granted hereunder or otherwise to enforce the
terms of the Settlement; provided, however, that, notwithstanding the foregoing, the
Released Defendant Parties may file the Stipulation and/or this Judgment in any other
action that may be brought against them in order to support a defense or counterclaim
based on principles of res judicata, collateral estoppel, release, good faith settlement,
judgment bar or reduction, or any other theory of claim preclusion or issue preclusion
or similar defense or counterclaim.
Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 7 of 12
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11. Without affecting the finality of this Judgment in any way, this Court
hereby retains continuing jurisdiction over: (a) payment of the Settlement Amount by
Defendants in accordance with the Stipulation; (b) implementation of the Settlement
and any award or distribution of the Settlement Fund, including interest earned
thereon; (c) disposition of the Settlement Fund; (d) hearing and determining
applications for attorneys’ fees and expenses in the Action; and (e) all parties hereto
for the purpose of construing, enforcing, and administering the Settlement.
12. The Court finds that during the course of the Action, Plaintiffs, Plaintiffs’
Counsel, Defendants, and Defendants’ Counsel at all times complied with the
requirements of Rule 11 of the Federal Rules of Civil Procedure.
13. In the event that the Settlement does not become effective in accordance
with the terms of the Stipulation, or the Effective Date does not occur, or in the event
that the Settlement Fund, or any portion thereof, is returned to the Defendants or their
insurers, then this Judgment shall be rendered null and void to the extent provided by
and in accordance with the Stipulation and shall be vacated; and in such event, all
orders entered and releases delivered in connection herewith shall be null and void to
the extent provided by and in accordance with the Stipulation.
14. The Released Parties shall bear their own costs and expenses except as
otherwise provided in the Stipulation or in this Judgment.
Case 1:18-cv-02118-JPW Document 325 Filed 02/07/24 Page 8 of 12
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