                             In the
 United States Court of Appeals
               For the Seventh Circuit
                          ____________

No. 03-3569
GERALDINE TROPP, as Administrator of the
Estate of MARY E. MIKOS, individually and
on behalf of all other persons and entities
similarly situated,
                                               Plaintiff-Appellant,
                                 v.


WESTERN-SOUTHERN LIFE INSURANCE CO.,
d/b/a WESTERN-SOUTHERN FINANCIAL GROUP,
                                              Defendant-Appellee.

                          ____________
            Appeal from the United States District Court
       for the Northern District of Illinois, Eastern Division.
          No. 02 C 8341—Rebecca R. Pallmeyer, Judge.
                          ____________
     ARGUED MAY 21, 2004—DECIDED AUGUST 20, 2004
                     ____________



 Before BAUER, KANNE, and DIANE P. WOOD, Circuit
Judges.
  KANNE, Circuit Judge. On September 27, 2002, Geraldine
Tropp, administrator of her mother’s estate, filed a class-
action complaint against Western-Southern Life Insurance
Co. in the Circuit Court of Cook County, Illinois. After
Western-Southern removed the case to federal court, Tropp
2                                                No. 03-3569

filed an amended class-action complaint. The amended com-
plaint included her original claim that Western-Southern
violated the Illinois Consumer Fraud and Deceptive
Business Practices Act, 815 Ill. Comp. Stat. 505/1, et seq.
The district court, finding that the interests of the estate
were governed by a prior class-action settlement approved
by an Ohio state court, granted summary judgment to
Western-Southern on that count. Tropp also alleged (as
claims in the alternative) that Western-Southern improp-
erly administered the class-action settlement. The district
court, after ensuring that the estate was paid an undisputed
amount under the settlement, dismissed the remaining
counts. We affirm in all respects.


                        I. History
  Tropp is a resident of Frankfort, Illinois, and is the ad-
ministrator of the estate of her mother, Mary Mikos, form-
erly a resident of Blue Island, Illinois. Mikos held a life
insurance policy issued by Western-Southern, a national
insurance company incorporated and with its principal
place of business in Ohio. Western-Southern specializes in
selling relatively low-limit life insurance policies, with
moderate premiums, to older individuals.
   Mikos purchased the policy on May 1, 1983. She was
seventy-four years old at the time. Complying with the
terms of the policy, Mikos made monthly payments for the
first three years. Thereafter, she had the choice of paying
monthly, quarterly, semiannually, or annually; the pre-
mium rates were higher if she chose to continue paying
through an installment plan rather than a single yearly
payment. Mikos chose to pay the premium annually after
the three-year period. But she was inappropriately charged
(and in fact paid) the higher monthly premium rate, mul-
tiplied by twelve, rather than the lower annual premium
rate. As a result, by the time Mikos had fully paid the policy
No. 03-3569                                                         3

on October 1, 1995, she had paid $5,544.99 in total premi-
ums, whereas had she paid the proper amounts, she would
have paid only $4,962.28.
  On January 16, 2002, Mikos died. Tropp contacted
Western-Southern by telephone the week of January 21
regarding her mother’s death. Tropp and her brother met
with two of Western-Southern’s agents later that week.
Tropp asserts that she provided the agents with a copy of
Mikos’s death certificate at that time. The agents explained
that the death benefit on the policy was $1,756 (including
accumulated dividends of $129), and on January 28,
Western-Southern issued a check in that amount to its local
office. Neither the agents nor anyone else at Western-
Southern informed Tropp that Mikos had the right to en-
hanced benefits under a class-action settlement, approved
by an Ohio state court the previous October. Tropp, de-
spite her ignorance of the settlement, was suspicious of the
amount her mother had paid in premiums, so she refused
to cash the check in order to preserve her legal rights.1
  The Ohio class-action lawsuit, Kriedler v. Western-Southern
Life Assurance Co., was a nationwide class action brought
by policyholders. The Kriedler plaintiffs sought damages in
connection with Western-Southern’s marketing practices
and administration of class members’ insurance policies.
The second amended complaint in Kriedler alleges expan-
sively that “[t]he case is brought . . . on behalf of all persons
or entities who have or had an interest in individual


1
  Tropp insists that she submitted a death certificate to Western-
Southern and that she refused to cash a check from Western-
Southern. Western-Southern’s business records, on the other hand,
indicate that on January 28, 2002, it notified Tropp that the check
was being sent to the local office and would be released when she
provided the required documents. It claims that no check was
issued to Tropp because the death certificate was never received.
Ultimately, this dispute is irrelevant to the disposition of the case.
4                                                No. 03-3569

permanent life insurance policies . . . issued by [Western-
Southern] . . . and taken from January 1, 1981 through and
including December 31, 1998.” The Kriedler complaint goes
on to allege a broad range of deceptive practices by
Western-Southern in connection with these policies. The
same day the second amended complaint was filed, June 14,
2001, the parties entered into a settlement agreement.
   On approximately August 20, 2001, Rust Consulting, a
firm hired by Western-Southern to notify potential class
members of the litigation and settlement, mailed a Class
Notice package to Mikos at her address of record in Blue
Island. The package contained a detailed description of the
litigation, the settlement, a definition of the class, instruc-
tions on how to opt out of the settlement, and a complete
copy of the release and waiver of rights that would be ef-
fective against settlement participants. The release is very
broad, stating that the releasing parties shall not bring any
cause of action against Western-Southern for any of the
“Released Transactions.” The “Released Transactions” are
defined as the “marketing, solicitation, application, un-
derwriting, acceptance, sale, purchase, face amount charge,
operation, retention, administration, interest crediting, ser-
vicing, or replacement . . . of the Policies, or any insurance
policy . . . sold in connection with, or relating in any way
directly or indirectly to the sale or solicitation of, the
Policies . . . .” Mikos did not opt out of the class.
  On October 23, 2001, the Ohio trial court approved the
settlement and expressly retained “exclusive jurisdiction
over the administration, consummation, enforcement, and
interpretation of the Settlement.” (R. 8, Ex. A at 25-26.) The
court certified a class of “all persons who are or were
owners of a Policy or Policies, except . . . any owner of a
Policy or Policies who timely excludes himself or herself
from the Class . . . .” By virtue of the settlement agreement,
class members were eligible for either “General Relief” or
“Claim Evaluation Process (CEP) Relief.”
No. 03-3569                                               5

  Under the General Relief option, class members would
“receive coverage under a Settlement Death Benefit simply
by remaining in the Class and not electing to participate in
CEP.” The Settlement Death Benefit increases the ben-
eficiary’s policy payment by six percent, following Western-
Southern’s receipt of proof that the insured died within a
year of the date that the settlement agreement was entered.
  Under the alternative CEP relief, any class member who
believed he or she was harmed by wrongdoing in connection
with a policy was invited, in the notices sent by Rust
Consulting, to complete and submit a CEP election form by
September 23, 2001. Following the approval of the settle-
ment by the Ohio court, class members who elected the CEP
remedy could submit claim forms to be reviewed by a third
party. Mikos did not elect to participate in the CEP.
   Tropp’s suit claimed that Western-Southern violated the
Illinois Consumer Fraud Act by overcharging her mother
for her policy premiums. In her original complaint, filed in
Illinois state court, she requested both monetary and in-
junctive relief for the alleged Illinois Consumer Fraud Act
violations. Once the case had been removed to federal court,
Tropp also asserted in her amended complaint that if the
class action foreclosed her Illinois Consumer Fraud Act
claim, then Western-Southern’s failure to pay the Mikos es-
tate (and other similarly situated parties) according to the
Ohio settlement entitled the Mikos estate to payment under
breach of contract, breach of fiduciary duty, unjust enrich-
ment, and an accounting. Western-Southern moved for
summary judgment, insisting that Mikos was covered by
the Kriedler settlement and could only recover pursuant to
that agreement, not in a separate lawsuit. Western-South-
ern acknowledged its obligations under the Kriedler
settlement and asserted that it stood ready to pay as soon
as it received a death certificate from Tropp.
  The district court granted summary judgment to Western-
Southern on Tropp’s Illinois Consumer Fraud Act claim,
holding that Mikos indeed was a party to the Kriedler set-
6                                                No. 03-3569

tlement. The district judge also denied Tropp’s class certi-
fication motion, holding that the Ohio trial court had retained
jurisdiction over all issues pertaining to the administration
of the settlement and that the additional counts should be
dismissed for that reason. In addition, the district court
ordered Western-Southern to obtain Mikos’s death certifi-
cate and to tender any undisputed payments owed under
the policy. Western-Southern promptly complied with this
order, obtaining the death certificate and paying the
Settlement Death Benefit to the Mikos estate.


                        II. Analysis
  A litigant may invoke diversity jurisdiction in federal
court when all parties are citizens of different states and
the amount in controversy exceeds $75,000. 28 U.S.C.
§ 1332. Western-Southern, the removing party, must offer
evidence that proves to a reasonable probability that jur-
isdiction, including the requisite amount in controversy,
exists. See Smith v. Am. Gen. Life & Accident Ins. Co., 337
F.3d 888, 892 (7th Cir. 2003). Tropp is (and Mikos was) a
citizen of Illinois. Western-Southern is organized and has
its principal place of business in Ohio. And because “the
citizenship requirement for purposes of diversity jurisdic-
tion in a class action hinges entirely on the citizenship of
the named plaintiffs[,]” Payton v. County of Kane, 308 F.3d
673, 681 (7th Cir. 2002), there is complete diversity among
the parties.
  There is also a reasonable probability that the amount in
controversy at the time of removal exceeded $75,000.
Tropp’s original complaint, filed at the time of removal (not
the subsequent amended complaint), is considered for
jurisdictional purposes. Gossmeyer v. McDonald, 128 F.3d
481, 487-88 (7th Cir. 1997). In that complaint, Tropp’s indi-
vidual compensatory damages, potential punitive damages,
and pre-filing attorneys’ fees could not reasonably amount
No. 03-3569                                                    7

to $75,000. But because the cost a defendant incurs in
complying with injunctive relief is a legitimate consid-
eration in a jurisdictional inquiry, In re Brand Name
Prescription Drugs Antitrust Litig., 123 F.3d 599, 609 (7th
Cir. 1997), we are satisfied that Western-Southern’s affi-
davits establish that the costs of implementing the injunc-
tive relief requested by Tropp in the original complaint
would exceed $75,000.2
  As a federal court sitting in diversity, we apply state sub-
stantive law and federal procedural law. Musser v. Gentiva
Health Servs., 356 F.3d 751, 754 (7th Cir. 2004).


A. The Effect of the Kriedler Settlement on Tropp’s
   Claims
  We review de novo the district court’s grant of summary
judgment, construing all facts and inferences in the light
most favorable to the non-moving party. Dykema v. Skoumal,
261 F.3d 701, 704 (7th Cir. 2001). Summary judgment is
proper when “the pleadings, depositions, answers to inter-
rogatories, and admissions on file, together with the affida-
vits, if any, show that there is no genuine issue of material
fact and that the moving party is entitled to a judgment as
a matter of law.” Fed. R. Civ. P. 56(c).
  As the district court noted, both parties “recognize that
the resolution of [Western-Southern’s] summary judgment
motion hinges on whether or not Mikos was a class member in
the Kriedler class action lawsuit.” This is because a release
incorporated into an order approving a class action set-
tlement bars subsequent litigation based on the released
claims. Cf. Uhl v. Thoroughbred Tech. & Telecomms., Inc., 309
F.3d 978, 985 (7th Cir. 2002) (“The fact that each individual
class member did not know the full extent of the burden she


2
  Tropp subsequently chose not to pursue injunctive relief in her
amended complaint, filed after removal.
8                                                No. 03-3569

would suffer is unimportant.”), (citing Williams v. Gen. Elec.
Capital Auto Lease, 159 F.3d 266, 274 (7th Cir. 1998) (“It is
not at all uncommon for settlements to include a global
release of all claims past, present, and future, that the
parties might have brought against each other.”)).
   Here, Tropp’s claim that Western-Southern collected ex-
cessive premiums from Mikos on her 1983 insurance policy, in
violation of the Illinois Consumer Fraud Act, is barred by
the terms of release in the Kriedler class-action settlement.
“Where the terms of the release are clear and explicit, the
court must enforce the release as written.” Loberg v. Hallwood
Realty Partners, L.P., 753 N.E.2d 1020, 1025 (Ill. App.
2001). The settlement agreement, which covered purchasers
of policies from 1981 to 1998 (with non-applicable excep-
tions), included Mikos as a member of the class. There is no
dispute that Mikos was properly notified by Rust Consulting,
the firm hired to provide notification materials to all class
members. Mikos could have opted out of the class after she
received notice of the settlement, but did not do so.
  In addition, Tropp’s claim is covered by the definition of
“Released Transactions” in the settlement. The settlement
agreement barred claims related to “policy charges” or “pre-
mium charges,” including the “adequacy of the description
of those items.” (R. 8, Ex. A at 15-18.) Tropp’s claim that
Western-Southern charged Mikos and others too much in
annual premiums is therefore foreclosed by the settlement.


B. The Dismissal of the Additional Counts
  Tropp’s four additional counts were premised on the
argument that Western-Southern had violated the Kriedler
settlement by failing to immediately pay the settlement
benefit to the Mikos estate upon her death (and, of course,
that further discovery is needed to determine if this same
thing has happened to other class members). Western-
Southern counters that it simply has been waiting to re-
ceive the death certificate to complete the processing of the
No. 03-3569                                                      9

claim before payment.
  After ensuring that Western-Southern obtained a copy
of the death certificate and that Tropp was paid the life
insurance benefit (with the additional settlement amount),3
the district court properly dismissed the four remaining
counts because the Ohio trial court had retained exclusive
jurisdiction over the administration of the settlement, and
Tropp’s claims alleged nothing more than violations of the
settlement agreement. By retaining exclusive jurisdiction,
the Ohio court asserted that it was in the best position to
effectively monitor the administration of the settlement so
that the interests of all class members are protected. See
generally In re VMS Sec. Litig., 103 F.3d 1317, 1321 (7th
Cir. 1996); Alexander v. Chicago Park Dist., 927 F.2d 1014,
1022-23 (7th Cir. 1991). If Tropp wishes to contest the pro-
priety of the Kriedler settlement and its administration, the
proper place to litigate such a claim is the Kriedler trial
court.4


3
  Tropp’s counsel refused to submit the death certificate to
Western-Southern, claiming that Tropp had already submitted a
death certificate. Eventually, Western-Southern retrieved a copy of
the certificate itself and paid the claim. We commend the district
court for ensuring that the Mikos estate received the undisputed
funds, despite the misguided efforts of Tropp’s counsel to avoid
collecting the settlement funds for his client. Western-Southern
did not dispute that it owed the Mikos estate this money; there
was no legal issue to decide.
4
   Before the claims were ultimately dismissed on August 29, 2003,
the district court had considered, on August 1, a motion by Tropp
to certify a class based on her allegations that Western-Southern
improperly failed to pay the settlement amount promptly. Because
we agree that dismissal of the substantive complaint is proper,
there is no need to consider whether class certification was
appropriate. As the district judge noted at the August 1 hearing,
“[t]hat would be a class issue potentially with respect to the Ohio
                                                     (continued...)
10                                                 No. 03-3569

                      III. Conclusion
  For the foregoing reasons, we AFFIRM the district court’s
dismissal of Tropp’s lawsuit.

A true Copy:
       Teste:

                          ________________________________
                          Clerk of the United States Court of
                            Appeals for the Seventh Circuit




4
   (...continued)
litigation. I don’t think it would be for this Court to determine
what relief is appropriate to class members there. I think that’s
a matter to go back before the Ohio judge and say there has been
a breach of the settlement.”


                    USCA-02-C-0072—8-20-04
