                                                       United States Court of Appeals
                                                                Fifth Circuit
                                                             F I L E D
               IN THE UNITED STATES COURT OF APPEALS         March 16, 2004

                         FOR THE FIFTH CIRCUIT           Charles R. Fulbruge III
                         _____________________                   Clerk

                              No. 03-60339
                         _____________________

CLAUDIA SMITH; ET AL.,

                                                         Plaintiffs,

CLAUDIA SMITH; WILBERT WALKER,

                                             Plaintiffs - Appellees,

                                versus

REBECCA CRYSTIAN; MARTHA SHAFFER,

                                            Plaintiffs - Appellants,

                                versus

TOWER LOAN OF MISSISSIPPI INC.; AMERICAN FEDERATED INSURANCE
CO.; AMERICAN FEDERATED LIFE INSURANCE CO.; FIRST TOWER LOAN
INC.,

                                             Defendants - Appellees,

                                versus

CLIFTON GRAY; LARRY PICKENS; 693 MOVANT OBJECTORS,

                                                       Appellants.
__________________________________________________________________

           Appeal from the United States District Court
             for the Southern District of Mississippi
                     USDC No. 1:98-CV-212-BrR
_________________________________________________________________

Before JOLLY, DUHÉ and STEWART, Circuit Judges.

PER CURIAM:*

     *
       Pursuant to 5TH CIR. R. 47.5, the Court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in 5TH CIR. R. 47.5.4.
     This    appeal   challenges       the   district   court’s   class

certification under FED. R. CIV. P. 23, its approval of the parties’

settlement, its refusal to hold a third fairness hearing, and the

notice provided for that fairness hearing.          For the following

reasons, we AFFIRM.

     First, we address the district court’s certification of the

class and note the limited nature of our review:

            [T]he district court maintains substantial
            discretion in determining whether to certify a
            class action, a decision we review only for
            abuse. Implicit in this deferential standard
            is a recognition of the essentially factual
            basis of the certification inquiry and of the
            district court’s inherent power to manage and
            control pending litigation.       Whether the
            district court applied the correct legal
            standard in reaching its decision on class
            certification, however, is a legal question
            that we review de novo.

Allison v. Citgo Petroleum Corp., 151 F.3d 402, 408 (5th Cir.

1998)(internal citations omitted); see also Jenkins v. Raymark

Industries, Inc., 782 F.2d 468, 471-72 (5th Cir. 1986) (stating

“[a]ssuming the court considers the Rule 23 criteria, we may

reverse its decision only for abuse of discretion”).

     Against this deferential backdrop, it is clear that the

district court’s certification of a mandatory class under FED. R.

CIV. P. 23 was proper.   First, the district court did not abuse its

discretion in finding that the class action prerequisites listed in

Rule 23(a) were satisfied.   See James v. City of Dallas, Tex., 254

F.3d 551, 571 (5th Cir. 2001).


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     Second, the district did not abuse its discretion when it

found that the requirements listed in FED. R. CIV. P. 23(b)(1)(A)

were met.    In the instant case, numerous claims have already been

filed or are expected to be filed against Tower and each has

requested or probably will request injunctive relief seeking to

modify Tower’s business practices.         Moreover, the plaintiffs’

complaint in this case requested multiple equitable remedies.       See

Allison, 151 F.3d at 421 n.16. (stating that a risk of inconsistent

adjudications is presented when the parties present claims for

injunctive or equitable relief).1

     1
     The plaintiff’s second      amended    complaint   requested   the
following equitable relief:

            (a) A Court determination that the defendant,
            Tower, has violated the terms of that certain
            Consent   Decree   with  the   Federal   Trade
            Commission, which required the defendant to
            include credit life and credit disability
            insurance charges as finance charges on the
            Truth in Lending Statements furnished to its
            borrowers who were charged for Credit Life and
            Credit Disability Insurance.

            (b) A Court determination of the rights of
            plaintiffs and the Class and corresponding
            rights of defendants.

            (c) An order enjoining defendants from
            engaging in further unfair, misleading and
            deceptive practices regarding the manner in
            which it procures and places credit life,
            credit disability and property insurance on
            the plaintiffs and Class Members, as well as
            future borrowers.

            (d) A Court Order requiring defendant to
            refund to plaintiffs and all Class Members all
            premiums and related charges made to defendant

                                  3
    These facts support the district court’s conclusion that this

case presents an inherent risk that different courts could reach

“inconsistent or varying adjudications” which would “establish

incompatible standards of conduct” for Tower.    FED. R. CIV. P.



         or its agents.

         (e) A Court Order requiring the defendant to
         cease and desist from violating Section 75-67-
         121 of Mississippi Code by charging premiums
         not   in  keeping   with   that  usually   and
         customarily paid for like insurance.

         (f) A Court Order requiring the defendant to
         cease and desist from violating Section 85-5-
         35 by engaging in Unfair Competition and
         Practices,    by    making,    publishing  and
         disseminating    to   the   public   false and
         misleading     statements     concerning   the
         availability of loans, the costs of said
         loans, and the collateral to be taken for said
         loans.

         (g) A Court Order requiring the defendants to
         inform all borrowers of the ownership,
         financial connection, and sharing of the
         borrower’s premiums for all insurance charged
         by the defendant, Tower.

         (h) A Court order requiring the defendants to
         terminate all “packing” of credit life, credit
         disability and property insurance unless and
         until the proposed plan is submitted to and
         approved by the Court.

         (i) A Court Order requiring the defendants to
         allow property insurance claims to be filed
         and adjusted without requiring the borrower to
         obtain an appraisal.

         (j) A Court Order establishing a fair method
         by which the borrowers have the option to file
         credit insurance claims directly with the
         insurance company.

                               4
23(b)(1)(A).     For instance, the class sought “[a] Court Order

establishing a fair method by which the borrowers have the option

to   file   credit   insurance   claims   directly   with    the   insurance

company.”    If similar relief is requested in another proceeding, a

risk of incompatible standards of conduct could present itself if

the two courts establish conflicting “fair methods” for filing

credit insurance claims.

      In sum, these considerations persuade us that the district

court did not abuse its discretion when it certified the class

under 23(b)(1)(A).2

      Third, it is similarly clear that the district court did not

abuse its discretion when it approved the parties’ settlement.            We

initially note the “strong judicial policy favoring the resolution

of disputes through settlement.”          Parker v. Anderson, 667 F.2d

1204, 1209 (5th Cir. 1982). Therefore, a district court’s approval

of a settlement is given great deference and “will not be upset

unless the court clearly abused its discretion.”            Id.

      In the instant case, the district court applied the proper

standard and found that the settlement was fair and reasonable.

See id.3    The objectors strenuously contend that the settlement was

      2
     Based upon our decision that the district court did not abuse
its discretion when it certified the class under 23(b)(1)(A), we
need not address the alleged error regarding the district court’s
alternative holding certifying the class under 23(b)(2).
      3
     A district court shall not approve a settlement unless it is
fair, adequate, and reasonable.     Parker, 667 F.2d at 1209. In
evaluating proposed settlements the district court should consider

                                     5
inadequate as evidenced by larger settlements and verdicts that

have been obtained by plaintiffs in other cases.    However, these

cases are not relevant to the fairness of this settlement unless

they are shown to be similar to the plaintiffs’ claims against

Tower -- a showing which has not been made.     Moreover, even if

these cases establish the appropriate benchmark, there is still no

clear abuse of discretion because a number of the claims against

Tower would probably be barred by the statute of limitations or

subject to arbitration if filed individually.    Thus, even if the

monetary and compensatory relief provided by the settlement is not

comparable to the relief provided in other cases, when these awards

are discounted by the probability that the objectors will lose, the

district court did not clearly abuse its discretion in approving

the settlement.




six factors:

          (1) whether the settlement was a product of
          fraud or collusion; (2) the complexity,
          expense,   and    likely   duration   of   the
          litigation; (3) the stage of the proceedings
          and the amount of discovery completed; (4) the
          factual and legal obstacles [to] prevailing on
          the merits; (5) the possible range of recovery
          and the certainty of damages; and (6) the
          respective opinions of the participants,
          including class counsel, class representative,
          and the absent class members.

Id. (citing Pettway v. American Cast Iron Pipe Co., 576 F.2d 1157
(5th Cir. 1978)). Absent a showing of fraud or collusion, “the
most important factor is the probability of the plaintiffs’ success
on the merits.” Id.

                                 6
      Finally, we are not convinced that the district court erred

when it refused to hold a third fairness hearing given the failure

of the objectors to demonstrate before the district court any

substantial issues requiring such a hearing beyond those that had

been presented previously.        See Cotton v. Hinton, 559 F.2d 1326,

1331 (5th Cir. 1977) (recognizing a district court’s right to

“limit its proceeding to whatever is necessary to aid it in

reaching an informed, just and reasoned decision”).             Even assuming

an error, however, it was harmless given the failure of the

objectors to demonstrate prejudice to this court on appeal.                 See

FED. R. CIV. P. 61. Moreover, any allegation that the notice of the

second fairness hearing was inadequate is without merit. FED. R.

CIV. P. 23(e); 5 JAMES WM. MOORE     ET AL.,   MOORE’S FEDERAL PRACTICE § 23.83

(3d ed. 2000).

      In sum, we are convinced that the district court carefully

considered all of the pertinent objections that were made to the

settlement agreement.         Indeed, the district court modified the

settlement in several respects, including narrowing the release to

ensure that certain claims were not barred by the settlement.               It

is   therefore   our   view   that   the   district     court   committed   no

reversible error in its thorough handling of this settlement and we

AFFIRM essentially for the reasons given in its able opinion.

                                                                     AFFIRMED




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