
USCA1 Opinion

	




                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                                                                      ____________________        No. 95-2285                  IN RE SAN JUAN DUPONT PLAZA HOTEL FIRE LITIGATION                              PASQUALE MASSARO, ET AL.,                                     Appellants,                                          v.                               STANLEY CHESLEY, ET AL.,                                      Appellees.                                                                                      ____________________        No. 96-1142                  IN RE SAN JUAN DUPONT PLAZA HOTEL FIRE LITIGATION                               RICHARD BIEDER, ET AL.,                                     Appellants,                                          v.                               STANLEY CHESLEY, ET AL.,                                      Appellees.                                                                                      ____________________                    APPEALS FROM THE UNITED STATES DISTRICT COURT                           FOR THE DISTRICT OF PUERTO RICO                 [Hon. Raymond L. Acosta, Senior U.S. District Judge]                                          __________________________                                                                                      ____________________                                        Before                                Selya, Cyr and Lynch,                                   Circuit Judges.                                   ______________                                                                                      ____________________             Judith Resnik,  with whom Dennis  E. Curtis,  Richard A.  Bieder,             _____________             _________________   __________________        Koskoff, Koskoff & Bieder and Jos  E. Fernandez-Sein were on brief for        _________________________     ______________________        appellants.             Will Kemp, with  whom Harrison, Kemp &  Jones, CHTD was  on brief             _________             _____________________________        for appellees.                                                                                       ____________________                                    April 22, 1997                                                                                      ____________________                                          2                    CYR,  Circuit  Judge.   Plaintiffs  and  their  counsel                    CYR,  Circuit  Judge.                          ______________          appeal  from  a district  court  order  awarding the  Plaintiffs'          Steering  Committee  ("the  PSC") approximately  $10,670,000  for          costs  incurred  in  representing  plaintiffs  in this  mass-tort          litigation.   We affirm  the district court  order in substantial          part and  direct appellees to  remit $1,023,903 ($913,503  in PSC          "expert" fees, and $110,400 in photocopying charges).                                          I                                          I                                     BACKGROUND1                                     BACKGROUND                                     __________                    Ninety-seven people perished in a tragic New Year's Eve          fire at the San Juan Dupont Plaza Hotel on December 31, 1986, and          many  others sustained  serious  personal injuries  and  property          losses.  After thousands  of individual plaintiffs filed hundreds          of claims against a  host of defendants in many  different juris-          dictions  ("multidistrict  litigation"  or "MDL"),  the  Judicial          Panel  on Multidistrict  Litigation  consolidated  all cases  for          trial in the  United States  District Court for  the District  of                                        ____________________               1We  relate  only  the  record facts  directly  material  on               1          appeal.   The  following  cases offer  the  hardy reader  a  more          complete history  of these marathon proceedings  at the appellate          level.  See In re Three Additional Appeals Arising Out of the San                  ___ _____________________________________________________          Juan Dupont Plaza Hotel  Fire Litig., 93 F.3d 1  (1st Cir. 1996);          ____________________________________          In re Thirteen Appeals Arising Out  of the San Juan Dupont  Plaza          _________________________________________________________________          Hotel Fire  Litig., 56 F.3d 295  (1st Cir. 1995); In  re San Juan          __________________                                _______________          Dupont Plaza Hotel Fire  Litig., 45 F.3d 569 (1st Cir.  1995); In          _______________________________                                __          re San Juan Dupont Plaza Hotel Fire Litig., 45 F.3d 564 (1st Cir.          __________________________________________          1995); In re Two Appeals Arising Out of the San Juan Dupont Plaza                 __________________________________________________________          Hotel  Fire Litig., 994 F.2d 569 (1st  Cir. 1993); In re San Juan          __________________                                 ______________          Dupont  Plaza Hotel Fire Litig., 989 F.2d  36 (1st Cir. 1993); In          _______________________________                                __          re  Nineteen Appeals  Arising Out  of the  San Juan  Dupont Plaza          _________________________________________________________________          Hotel  Fire Litig., 982 F.2d 603 (1st  Cir. 1992); In re San Juan          __________________                                 ______________          Dupont Plaza Hotel Fire Litig., 907 F.2d 4 (1st Cir. 1990); In re          ______________________________                              _____          San Juan Dupont Plaza  Hotel Fire Litig., 888 F.2d  940 (1st Cir.          ________________________________________          1989).                                          3          Puerto Rico (Acosta, J.), see 28 U.S.C.   1407.                                      ___                    As  most  plaintiffs  had already  retained  their  own          counsel (hereinafter: "individually  retained plaintiffs'  attor-          neys"  or "IRPAs"),  the district  court recognized  the  need to          coordinate  their representation  through  the PSC.    Eventually          comprised of eleven attorneys with expertise in mass-tort litiga-          tion, the PSC served as plaintiffs' lead counsel, responsible for          coordinating  discovery, settlement  negotiations and,  if neces-          sary, trial matters  common to  all plaintiffs.   The eleven  PSC          members  nonetheless  retained their  respective roles  as IRPAs,          directly  representing  approximately  seventy  percent   of  the          individual plaintiffs.   The IRPAs,  on the other  hand, were  to          focus their  efforts on  litigation tasks idiosyncratic  to their          respective clients' cases.            A.   Pretrial Case-Management Orders          A.   Pretrial Case-Management Orders               _______________________________                    In  two pretrial  orders, the  district court  directed          plaintiffs, who would derive common benefit from PSC services, to          pay PSC attorney fees  and costs from the common  fund ultimately          recovered in the litigation.  See Pretrial Order No. 127 (Dec. 2,                                        ___          1988); Pretrial  Order No. 2 (Mar.  23, 1987).  At  the time, the          district  court tentatively proposed to  limit the PSC  to a com-          bined attorney fee/cost  award not exceeding  ten percent of  the          eventual  common fund, see Pretrial  Order No. 127,  at 48, which                                 ___          ultimately approximated $220 million.   The district court estab-          lished  the  following cost-submission  and  reimbursement guide-                                          4          lines:                         [A]ssessments2  will  be deposited  in a                    fund that will defray the reasonable expenses                    of the PSC in  the performance of its duties.                    The PSC shall maintain a careful statement of                    account on  the  fund, that  is, prepare  and                    keep   accurate,  contemporaneous,   detailed                           ________   _______________    ________                    records  of  the receipts,  deposits, accumu-                    _______          ________                    lated interest  and subsequent disbursements.                    The fund shall be used only to make disburse-                    ments  (whether directly  to creditors  or to                    reimburse  the PSC) for expenses incurred for                    the benefit of all plaintiffs.  Any disburse-                    ments made  for the  benefit of  a particular                    plaintiff represented by a member of the  PSC                    shall  be  the  sole  responsibility  of  the                    plaintiff in question.   The  PSC   shall  be                    authorized to periodically expend monies from                    the fund  as needed  to defray the  necessary                                                        _________                    "hard" costs  of  its work,  such  as  office                    overhead, staff salaries, warehousing, dupli-                    cation, expert fees,  deposition costs,  etc.                    The members  of the  PSC shall  be reimbursed                    from time to time  for the "hard" expenses of                    the  PSC-related  work  incurred by  them  or                    their  employees/appointees,   provided  they                    submit to the  PSC careful,  contemporaneous,                                       _______   _______________                    detailed records of their expenditures.                      ________ _______                         "Soft"  costs  such  as  travel,  meals,                    transportation, lodging, etc., shall be borne                    by  the individual  PSC members who  shall be                    reimbursed at the conclusion of  this litiga-                    tion or as otherwise  provided by the  Court.                    All  persons   interested  in  reimbursement,                    particularly  members of  the PSC,  must keep                    careful, contemporaneous, detailed records of                    _______  _______________  ________ _______                    individual  expenses.    Only reasonable  and                                                  __________                    necessary  expenses will be  reimbursed.  For                    _________                    example,   airplane/transportation   expenses                    should  be  at  economical rates,  not  first                    class; and  hotel accommodations/meals should                    be moderate, not deluxe, etc.  Reimbursements                       ________  ___ ______                    are  conditioned, of  course,  on the  proper                                                           ______                                        ____________________               2As commonly occurs  in mass-tort  MDLs, plaintiffs'  attor-          neys, inter alios, were  required to advance and pool  the monies                _____ _____          needed to fund their  clients' litigation, including the interim-          cost petitions filed  by the PSC  and its members.   See Pretrial                                                               ___          Order No. 127, at  37-43.  Reimbursement for their  advances were          contingent upon their recoveries from defendants.                                            5                    verification of expenses.                    ____________                         The  PSC and/or  its members,  as perti-                    nent, shall  submit to the Court  for its ap-                                                      ___ ___ ___                    proval  a  statement for  reimbursable "hard"                    ______                    expenses and  another for "soft"  expenses as                    well  as statements  of account  beginning on                    August 1,  1987  and every  sixty  (60)  days                                         _____  _____        ____                    thereafter.          Id. at 44-45 (emphasis added). See also  Pretrial Order No. 2, at          ___                            ___ ____          14.            B.   The PSC-Office Cost Regimen           B.   The PSC-Office Cost Regimen                ___________________________                    Although  individual PSC  members  performed  some  PSC          litigation tasks through their individual law firms, the district          court  also authorized  the PSC  to recover  its direct  costs in          establishing, staffing,  and operating  a centralized  PSC Office          (hereinafter:  "PSC-Office  costs").   Further,  the  PSC  bylaws          required prior approval, by five  PSC members, for any PSC-office          cost reimbursement above $500,  as well as payment of  such costs          by PSC check.                    In  March  1987,  certified public  accountant  ("CPA")          Donald  Kevane was  retained  to review  and  submit to  the  PSC          monthly reports summarizing PSC-office  costs.  In February 1991,          the  PSC submitted its final report to the district court, claim-          ing $6,956,368 in PSC-office  costs attributable to Phases  I and          II of the litigation.3                                        ____________________               3Phase I involved liability claims against the hotel and its          affiliates, whereas Phase II  involved claims against the suppli-          ers of goods and services  to the hotel.  The district  court has          yet to rule on attorney fees and costs attributable to Phase III,          which  allocated liability  among  defendants' various  insurers.          See  In re Nineteen Appeals, 982 F.2d at 608-10 (determining that          ___  ______________________          Phase I and II cost awards were final, appealable orders).                                          6          C.   The PSC-Member Cost Regimen           C.   The PSC-Member Cost Regimen                ___________________________                    Similarly, the district court authorized reimbursements          of  costs incurred by the  eleven individual PSC  members in per-          forming PSC litigation  tasks (hereinafter: "PSC-member  costs"),          as  distinguished from their  respective duties as  IRPAs.  Every          sixty  days, the PSC submitted,  under seal and  "for [court] ap-                                                            ___         ___          proval,"  a  consolidated  report summarizing  each  PSC member's          ______          individual "hard" and "soft" costs. (Emphasis added.)4                      In  September 1989,  the  district  court appointed  C.          Terry Raben, a CPA, to "review the [PSC-member cost]  information          supplied  to . .  . date to  ensure it is  complete, accurate and                                                     ________  ________          contemporaneous[,] as well as to organize the reports  before the          _______________          sheer number of them unduly complicates any reasonable accounting          procedures."  Order No. 222 (docket No. 12671, entered under seal          Sept. 15,  1989).  Raben previously had performed comparable cost          oversight responsibilities in  another mass-tort litigation.  See                                                                        ___          generally In re MGM Grand Hotel Fire Litig., 660 F. Supp. 522 (D.          _________ _________________________________                                        ____________________               4On July 2,  1987, the district  court approved PSC  bylaws.          Article XI, entitled "Accounting and Expense Management," provid-          ed, inter  alia, that:  (1)  all PSC members were  to "insure the              _____  ____          exact  and  efficient  management  of  plaintiffs'  resources  by          strictly complying  with proper accounting and expense management          principles  . . . [as]  set forth in the Orders  of the Court, in          the  Manual  for Complex  Litigation,  and herein,"  id.    11.01               _______________________________                 ___          (emphasis added);   (2) PSC  members were  to submit  to the  PSC          secretary every 60 days a  standardized form listing their  total          costs, broken down into  ten broadly enumerated categories (e.g.,                                                                      ____          "air travel," "hotels and  meals"), id.     11.02, 11.03 & 11.05;                                              ___          (3) the PSC Secretary was to consolidate these member reports for          submission to  the district  court, with the  individual members'          summary reports attached, id.   11.04;  and (4) the PSC Secretary                                    ___          would nominate an  auditor for  appointment by the  court, id.                                                                        ___          11.07.                                          7          Nev.  1987) (or  "the MGM  case").   The district  court directed                                ___          Raben  to scrutinize the PSC files for compliance with the crite-          ria  in Pretrial Order No.  127, supra, to  obtain any additional                                           _____          documentation deemed  appropriate,  and submit  findings  to  the          court.                      In November 1990, almost four years into these proceed-          ings,  the PSC  became  concerned that  outside accountants  like          Raben,  who were not  attorneys and lacked  intimate knowledge of          the PSC's  litigation responsibilities and inner  workings, might          not adequately appreciate whether  PSC-member cost claims met the          compliance  criteria  prescribed  in  Pretrial  Order   No.  127.          Accordingly, the PSC directed Monita Sterling, a paralegal  for a          PSC-member law firm  with prior exposure to PSC litigation tasks,          to review  each PSC-member cost claim  independently to determine          whether  the  expenditures  were "necessary"  to  legitimate  PSC          litigation tasks, "reasonable" in  amount, and not duplicative of          other  PSC-member  cost  claims.   Sterling  thereafter  reviewed          "every receipt or other piece of documentation submitted," noting          each  questionable claim.5   Sterling  submitted her  reports and                                        ____________________               5Sterling, who had  acquired extensive  prior experience  in          the MGM case, established eleven criteria for determining whether              ___          PSC-member  costs were reimbursable:  (1) major expenditures only          if documented  by receipts;  (2) minor expenditures  (e.g., tips,                                                                ____          pay-phone charges), for which the use of receipts was impractica-          ble, only if supported by affidavit; (3) coach air fare only; (4)          federal express  charges if  documented  by airbills  designating          origin  and  destination;  (5)  long distance  phone  charges  if          documented  according to  date, number,  duration, and  cost; (6)          photocopying  expenditures  at  25  cents per  page  and  postage          charges at  actual cost if  the member indicated  compliance with          normal in-house procedure  at the member's law firm  for tracking          these  costs; (7)  telefax charges at  actual cost, not at a page                                          8          supporting documentation to Adamina Soto, a CPA who reviewed  the          Sterling report  and randomly  checked its  underlying documenta-          tion, then contacted PSC members about problem items and request-          ed further documentation.  Soto eventually disallowed $207,475 in          costs and submitted her reports to Raben.                    Raben submitted  three final  reports  to the  district          court, covering PSC-member cost claims through January 31, 1991.6          He disallowed an  additional $138,569 of the total  $3,847,233 in          claimed  expenditures.   The district  court approved  each Raben          report as submitted.  See In re San Juan Dupont  Plaza Hotel Fire                                ___ _______________________________________          Litig., 768 F.  Supp. 912,  934 (D.P.R. 1991),  vacated on  other          ______                                          _______ __  _____          grounds, 982  F.2d 603 (1st  Cir. 1992).  PSC members  ultimately          _______          recovered $3,708,665.  Id.                                 ___          D.   Attorney Fee/Cost Rulings          D.   Attorney Fee/Cost Rulings               _________________________                    In February 1991, the  PSC submitted its final applica-          tion  for cost  reimbursements, attaching  the report  previously          prepared by Donald Kevane and requesting $6,956,368 in PSC-office          costs  attributable to Phases I  and II.  See  supra p. 6.  Three                                                    ___  _____          months later, the district  court abandoned its earlier tentative                                        ____________________          rate; (8)  secretarial expense if specifically  authorized by the          PSC; (9) costs relating to equipment placed at the PSC Office for          use  by PSC staff; (10)  no reimbursement for court-ordered mone-          tary  sanctions imposed  on  the PSC;  and  (11) duly  authorized          miscellaneous  costs only  if  "reasonable and  necessary in  the          prosecution of the case, . . . for the benefit of the PSC and the          plaintiffs as a whole, and not for individual clients."                6These  reports  were dated:    March 13,  1990  (costs from          January 1987  to September 1989);  October 12,  1990 (costs  from          October  1989 to March 1990);  and February 20,  1991 (costs from          April 1990 to January 1991).                                          9          proposal,  see supra p. 4,  to limit the  PSC's combined attorney                     ___ _____          fee/cost  award to ten percent  of the common  fund.  Thereafter,          the  court approved  the  entire PSC  fee/cost application.   See                                                                        ___          Order No. 346 (June 21, 1991).                                            10                    On appeal, we vacated the fee/cost award for failure to          afford the plaintiffs and IRPAs a meaningful opportunity to chal-          lenge the PSC attorney fee application on the merits.  According-          ly,  we remanded  for further  proceedings.   See In  re Nineteen                                                        ___ _______________          Appeals  Arising  Out of  the San  Juan  Dupont Plaza  Hotel Fire          _________________________________________________________________          Litig., 982  F.2d 603, 608,  615-16 (1st Cir.  1992) [hereinafter          ______          "Nineteen Appeals"].  Following  the remand and a  second appeal,           ________________          the  PSC and IRPAs were directed to share the available attorney-          fee fund ($68 million) equally.  See In re Thirteen Appeals Aris-                                           ___ ____________________________          ing  Out of the San Juan Dupont  Plaza Hotel Fire Litig., 56 F.3d          ________________________________________________________          295, 312 (1st Cir. 1995) [hereinafter "Thirteen Appeals"].                                                  ________________                    Following the remand in Nineteen Appeals, the  district                                            ________________          court  separately  reconsidered the  PSC  application for  costs,          fixing March 12,  1993, as  the deadline for  the plaintiffs  and          IRPAs  to submit  "specific/detailed written  objections" to  all          PSC-cost submissions through January 31, 1991.  See Order No. 478                                                          ___          (Jan.  15, 1993).  The court further directed three categories of          documents to  be filed in  the joint document  depository ("JDD")          for review  by the  plaintiffs and  IRPAs:   (1) the  three Raben          reports  analyzing  PSC-member  costs;  (2)  the  Kevane  monthly          reports summarizing PSC-office costs; and (3) the PSC-member cost          documentation.  See Order No. 479 (Jan.  20, 1993).  Although the                          ___          court  rejected a request by  the plaintiffs and  IRPAs for addi-          tional  formal discovery,  see Thirteen  Appeals, 56 F.3d  at 303                                     ___ _________________          (noting that  mandated  exchanges of  documentation, rather  than          "searching discovery,"  are appropriate where  only attorney fees                                          11          and expenses are  at issue), it ordered both  Raben and Kevane to          submit  descriptions of  their auditing  procedures and  directed          Kevane to  produce his working papers,  correspondence, and docu-          mentation.  See Order No. 485 (Mar. 3, 1993).                      ___                    Within the extended deadline for further objections  to          costs, the  plaintiffs and IRPAs submitted a report and affidavit          by William Torres,  a CPA  newly retained to  audit the  PSC-cost          submissions,  attesting that he had requested the PSC to "provide          [him] with access  to all  of the records  documenting the  costs          incurred  in this  case, .  .  . including  but  not limited  to,          original bills or  statements kept by  the PSC  staff or any  PSC          member, and any summaries or supporting documentation  (including          charge  account bills) of the same."   Even though necessary to a          "meaningful analysis," Torres attested, the PSC failed to provide          the requested documents, including the Raben working papers; and,          until March 10, 1993,  the "critical" Kevane working  papers were          not made  available; many  documents made available  were unread-          able; the PSC  did not allow access  to the PSC-member-cost-reim-          bursement policies or the  PSC-policy meeting minutes relating to          cost reimbursements; and, finally, the  PSC refused to permit him          to depose Raben, Kevane or any PSC member  regarding questionable          cost submissions or documentation.                     On November 24, 1993, the district court overruled most          major objections to the PSC-cost submissions.  See Order No. 510-                                                         ___          A.  For example, as regards hotel charges, the court rejected the          contention that the  maximum per  diem rate should  be $116,  the                                          12          rate considered "reasonable" by the IRS for tax-deduction purpos-          es.  It ruled  that reasonableness must be assessed case by case,          to reflect  such variants as locale,  seasonal fluctuations, room          availability, the number of persons sharing a room, accessibility          of equipment and facilities essential  to the litigation task  at          hand, as  well as other exigencies.  Id. at 7-8.  The court ruled                                               ___          that, like the IRPAs,  PSC members were entitled  to "reasonable"          reimbursement  for photocopying  costs and  had not  "profit[ed]"          from the authorized twenty-five-cents-per-copy rate.  Id. at 9.                                                                  ___                    The district court further  noted, inter alia, that the                                                       _____ ____          objections the plaintiffs and IRPAs  made to the PSC-cost submis-          sions were  so voluminous and  entwined with  issues relating  to          attorney  fees that it was  difficult to determine the particular          costs  to  which the  plaintiffs and  IRPAs  were objecting.   It          directed the plaintiffs and  IRPAs to "sort out this  chaos," id.                                                                        ___          at 12; Torres  and Sterling to  meet and consult  at the JDD  not          later  than December  10; and  the plaintiffs  and IRPAs  to file          particularized objections to the remaining expenditures not later          than January 12, 1994.                      The  district court conducted an evidentiary hearing in          December 1993, to determine  whether to allow the PSC  to recover          its final cost installment  for retaining Thomas Foulds, Esquire,          as an expert.  The PSC maintained that Foulds, who had worked for          many years in the insurance industry before attending law school,          had been retained as an insurance  expert, to interpret insurance                                  _________  ______          contracts, rather than as an attorney, and that his fee therefore                                          13          was  fully reimbursable as a PSC-office cost.  See Pretrial Order                                                         ___          No. 127, at 48.   Although the plaintiffs and IRPAs objected that          Foulds  had  performed  many  litigation tasks,  including  legal          research and conducting depositions, normally performed by attor-          neys and not by insurance experts, the district court allowed the          Foulds fee  reimbursement as  a PSC-office cost  after concluding          that  Foulds  "was  not contracted  merely  as  an attorney"  but          primarily for his insurance expertise.  See Order No. 520, at 3-4                                                  ___          (Jan. 28, 1994).  The final installment brought the total Foulds-          fee reimbursement to $913,503.7                    The  plaintiffs and IRPAs  filed their final objections          to PSC-member costs in January 1995, essentially reiterating that          the cost  review and  verification process had  proven hopelessly          inadequate to document either the necessariness or reasonableness          of the claimed  costs, and that it was unfair  to require them to          sort through the chaotic documentation created by the PSC and its          members.    Alternatively,  the  plaintiffs  and  IRPAs  asserted          specific objections to a sampling of allegedly inappropriate PSC-          member  costs (e.g.,  phone  calls, tips,  charges for  "drinks,"                         ____          etc.)  and urged  an across-the-board  reduction of  all PSC-cost          claims by  a fixed percentage  (25-33%) to reflect  the sampling-          based  estimate of alleged PSC  overcharges.  Finally, the plain-                                        ____________________               7The district  court had  approved two prior  PSC reimburse-          ments relating  to Foulds, totaling  $850,000.  See  Margin Order                                                          ___          No.  755 (filed under  seal Dec. 27, 1990);  Order No. 398 (filed          under seal Oct. 15, 1991).  The final PSC installment  of $84,107          was disallowed  in part,  due to deficiencies  in contemporaneous          documentation.                                          14          tiffs and IRPAs  complained that Monita  Sterling had refused  to          allow CPA Torres to inspect  the documentation pertaining to PSC-          office costs at the joint meeting required by Order No. 510-A.                    The district court once again overruled the bulk of the          objections.   See Order No. 584 (Aug. 29, 1995).  First, it found                        ___          the PSC review process  adequate, noting that it had  resulted in          disallowance of  several questionable  expenditures based on  the          independent review  conducted by Raben, Sterling,  and Soto under          objective criteria.  Second,  except for a handful of  de minimis                                                                 __ _______          mischarges  totaling less  than  $2,000, the  court rejected  the          specific challenges asserted by the plaintiffs and IRPAs based on          their samplings of alleged overcharges.  Finally, the court ruled          that its Pretrial Order No. 510-A, see supra pp. 11-12, had envi-                                                                                                               ___ _____          sioned  only  that  Sterling  and  Torres  inspect  documentation          relating to  "outstanding issues"     those  involving PSC-member          costs, not PSC-office-cost issues.                     In due course,  the plaintiffs and IRPAs  [hereinafter:          "appellants"] appealed from the various orders approving PSC-cost          reimbursements (Order Nos. 478, 485, 510-A, 520, and 584).                                          II                                          II                                      DISCUSSION                                      DISCUSSION                                      __________          A.   The PSC-Cost Reimbursement Regimen           A.   The PSC-Cost Reimbursement Regimen                __________________________________                    1.   Appellants' Position                    1.   Appellants' Position                         ____________________                    Appellants  aim  their main  broadside  at  the regimen          established  for documenting, monitoring, submitting, and approv-          ing  PSC costs.  Although the PSC, IRPAs, and plaintiffs in mass-                                          15          tort MDLs share the same litigation goal (viz., an optimum common                                                    ____          fund),  internecine  differences  as  to  subsidiary  matters              particularly the appropriate allocations from the common fund for          their respective attorney fees and costs    are commonplace.  The          greater the attorney fees  and costs awarded the PSC,  of course,          the less  available for the  IRPAs and their  individual clients.          Appellants  maintain that these conflicting self-interests neces-          sarily entail  heightened oversight responsibilities on  the part          of  the district  courts in  mass-tort MDLs  to ensure  stringent          monitoring and review procedures adequate to protect the individ-          ual plaintiffs and IRPAs from overreaching by the PSC.                      Appellants  fault  the   district  court  for  adopting          reimbursement  procedures  which   delegate  important   judicial          oversight responsibilities  to auditors  appointed either by  the          court or  the PSC.   It  is the PSC,  they say,  rather than  the          appellants, which  must bear the ultimate  burden in establishing          entitlement to reimbursement, see  Grendel's Den, Inc. v. Larkin,                                        ___  ___________________    ______          749  F.2d 945, 956-57 (1st Cir. 1984), which in turn necessitates          three distinct showings  by the PSC  for each claimed  reimburse-          ment; viz., that it  document:  (i) the actual  expenditure; (ii)                ____                              ______  ___________          its necessariness to the assigned litigation task; and  (iii) its              _____________          reasonableness, see, e.g., In re Agent Orange Prod. Liab. Litig.,          ______________  ___  ____  _____________________________________          611 F. Supp. 1296,  1314 (E.D.N.Y. 1985) ("Expenses must  be both          reasonable in amount and  reasonably related to the interests  of          the class."), aff'd in pertinent part, 818 F.2d 226, 238 (2d Cir.                        _____ __ _________ ____          1987).                                            16                    Appellants contend  that the Raben and  Kevane "audits"          did not inform the  district court adequately regarding potential          PSC excesses.  Raben and Kevane were accountants, neither trained          in the law nor familiar with the litigation tasks assigned to the          PSC.   At best they  could verify  that the PSC  and its  members          actually made the claimed expenditures, but in many instances PSC          members maintained no detailed  records relating to their reason-          ableness and  necessariness.  Moreover, appellants  argue, though          Monita  Sterling  and  others  similarly designated  by  the  PSC          undoubtedly  were more  familiar than Kevane  and Raben  with the          nature and  demands  of the  PSC's  litigation  responsibilities,          their  assessments of  claimed  expenses were  inherently  biased          because their employment with the PSC gave them a vested interest          in justifying PSC reimbursements.                    Appellants  contend that  the district  court erred  in          suggesting  that it was incumbent upon them, rather than the PSC,          to demonstrate  that particular  PSC expenditures were  not reim-          bursable.  See, e.g., Order No. 520, at 1 n.1 ("Parties question-                     ___  ____          ing payments  previously approved  carried the burden  of setting          them aside  whereas the PSC/Mr.  Foulds were required  to justify          the pending request.").  The court based its ruling on the ground          that most PSC cost-reimbursement  claims during earlier stages in          the litigation had been  approved, without opposition, as submit-          ted.                      Appellants  complain not only  that the  district court          thereby subverted the well-established burden of proof  incumbent                                          17          upon the PSC, see Grendel's Den, 749 F.2d at 956-57, but  foisted                        ___ _____________          on the plaintiffs  and IRPAs the impracticable  task of rummaging          through mountainous PSC documentation to determine    within very          restrictive court-ordered deadlines    which PSC-cost submissions          were either inadequately documented or otherwise nonreimbursable.          Appellants therefore urge  that all otherwise  allowable PSC-cost          reimbursements  be reduced  by  a fixed  (if somewhat  arbitrary)          discount  (25% to 33%), see, e.g., Mokover v. Neco Enters., Inc.,                                  ___  ____  _______    __________________          785 F. Supp. 1083,  1093-94 (D.R.I. 1992), to reflect  the likely          extent  to which the PSC inferably overcharged due to its failure          to maintain "appropriate" documentation.                     2.   Standard of Review                    2.   Standard of Review                         __________________                    District  court  orders  awarding  costs  normally  are          reviewed  only for abuse of  discretion.  See  Grendel's Den, 749                                                    ___  _____________          F.2d at  950; see also  Anderson v. Secretary  of Health &  Human                        ___ ____  ________    _____________________________          Servs.,  80  F.3d 1500,  1507  (10th Cir.  1996);  National Info.          ______                                             ______________          Servs., Inc.  v. TRW, Inc.,  51 F.3d 1470, 1471  (9th Cir. 1995);          ____________     _________          Estate  of Borst  v. O'Brien, 979  F.2d 511, 517  (7th Cir. 1992)          ________________     _______          ("The  award of  costs 'is  the type  of discretionary  ruling to          which  appellate courts  should give "virtually  complete" defer-          ence.'") (citations omitted).                      3.   "Burdens of Proof"                    3.   "Burdens of Proof"                          ________________                    The  PSC and  its  members  undoubtedly must  establish          their entitlement  to reimbursement.  See Grendel's Den, 749 F.2d                                                ___ _____________          at 956-57.  Furthermore, there can be no quarrel that the respec-          tive  self-interests of the plaintiffs, the IRPAs, and the PSC in                                          18          mass-tort  MDLs often diverge, nor for that matter that the cost-          containment regimen initiated at the outset in this case (without          benefit  of  hindsight)  ultimately  proved inadequate  and  even          chaotic,  see supra  Section I.D,  as the  district  court itself                    ___ _____          acknowledged several years later.                    We nevertheless  part company with  appellants' conten-          tion  that the  belatedly perceived  shortcomings in  the adopted          safeguards  against  PSC  overreaching  proximately   caused  the                                                                ______          unsatisfactory  regimen in  this case,  or that  the PSC  and its          members  must therefore be required  to bear the  entire brunt of          its  failure to  function as  envisioned by  the district  court.          Quite  apart from  formal  burdens of  proof, all  litigants must          share in their mutual obligation to collaborate with the district          court ab initio in fashioning adequate case  management and trial                __ ______          procedures, or  bear the reasonably foreseeable  consequences for          their failure to do so.  See, e.g., Reilly v.  United States, 863                                   ___  ____  ______     _____________          F.2d 149, 160 (1st Cir. 1988) (noting that district court reason-          ably  may presume affected parties, which take no exception to an          announced course of action, have no objection); see also Clemente                                                          ___ ____ ________          v.  Carnicon-Puerto Rico Mgt. Assocs., 52 F.3d 383, 387 (1st Cir.              _________________________________          1995);  K-Mart Corp. v. Oriental  Plaza, Inc., 875  F.2d 907, 913                  ____________    _____________________          (1st Cir. 1989);  Austin v. Unarco Indus.,  Inc., 705 F.2d 1,  15                            ______    ____________________          (1st Cir.), cert. dismissed, 463 U.S. 1247 (1983).                      _____ _________                    As  the lawbooks  bear out,  in many respects  this has          been a groundbreaking mass-tort MDL from its onset in 1987.  See,                                                                       ___          e.g., supra n.1.  The district court was confronted not only with          ____  _____                                          19          the  daunting task  of  devising (sometimes  from "whole  cloth")          mechanisms for streamlining case  administration (e.g., the JDD),                                                            ____          but with establishing  auxiliary administrative entities, includ-          ing the PSC  itself, which would permit adequate ongoing judicial          oversight to  be  reserved for  the most  pressing and  essential          litigation.   The PSC,  IRPAs, and plaintiffs  were indispensable          partners in this important endeavor.  Spurred by their respective          self-interests, these  broadly allied  litigants were  far better          positioned  than  the trial  judge  to  propose the  prophylactic          procedures believed necessary to protect  their respective inter-          ests from undue encroachment by potential  adversaries, including          one another.                    These complex and unwieldy "mass tort cases are a breed          apart,"   Thirteen Appeals,  56 F.3d  at 311,  to the  point that                    ________________          efficient,  and  often  innovative,  administrative  arrangements          become absolutely essential to  enable the "court[] [to]  run [a]          tight  ship[] to ensure  that [the] litigation  stays on course."          Nineteen Appeals, 982 F.2d at  614. See In re Reticel  Foam Corp.          ________________                    ___ _________________________          (In re San  Juan Dupont Plaza Hotel Fire Litig.),  859 F.2d 1000,           ______________________________________________          1004 (1st Cir. 1988) ("In multi-party, multi-case litigation, the          district court's success is largely dependent upon its ability to          uncomplicate matters.").   Trial  judges newly immersed  in mass-          tort  MDLs simply  cannot reasonably  be expected  to anticipate,          from  the  inception,  all  potential flaws  in  their  unopposed          procedural and administrative initiatives.                    It  is essential,  therefore, that  counsel collaborate                                          20          with  the  trial judge  from  the outset  in  fashioning workable          programmatic  procedures, and  thereafter  alert the  court in  a          timely  manner  as  operating  experience points  up  infirmities          warranting further judicial attention.  Absent this collaborative          administrative monitoring, there inevitably remains  an unaccept-          able potential for internecine conflicts among the PSC, IRPAs and          plaintiffs  over their  respective dormant  claims to  the common          fund, which threaten to convert their cost-reimbursement disputes          into wasteful  satellite litigations.  See  Hensley v. Eckerhart,                                                 ___  _______    _________          461 U.S. 424, 437 (1983) (cautioning that cost claims "should not          [be allowed to] result in a second major litigation").                      Even at the outset,  while their primary focus remained          on establishing defendants' liability, the PSC, IRPAs, and plain-          tiffs  surely could  anticipate that  their  respective financial          stakes in future PSC-cost reimbursement rulings would be substan-          tial  (e.g., $10  million,  or 4  1/2  percent of  common  fund),                 ____          especially  since the district  court had authorized  the PSC not          only  to take over certain IRPA litigation tasks but to establish          and finance its own ad hoc law firm at a centralized and inevita-                              __ ___          bly costly adjunct  office.  Confronted with  this serious poten-          tial  for conflicting  self-interests, see  Pretrial Order  No. 2                                                 ___          (cautioning counsel  that "your  working relationship  will occa-          sionally be  strained, communication  hampered, and  mutual trust          impeded"), and  the virtually  certain prospect that  the massive          litigation would be protracted,  see id. (cautioning that counsel                                           ___ ___          would "probably be laboring together [in strained  relationships]                                          21          for  several  years"), the  PSC,  IRPAs, and  plaintiffs  were on          reasonable  notice from  the  outset  that establishing  adequate          prophylactic procedures was a priority matter.                    Thus forewarned,  the  PSC, IRPAs,  and plaintiffs  all                                                                        ___          were fairly  alerted that the  massive cost-submission documenta-          tion  generated  over the  years  ahead  would become  critically          important to them;  viz., to  satisfy the PSC's  burden of  proof                              ____          under Grendel's Den and  enable both the IRPAs and  plaintiffs to                _____________          assert informed  objections to inappropriate  PSC cost-reimburse-          ment  submissions.   Clearly,  then, their  timely fashioning  of          mutually  satisfactory  documentation  and monitoring  procedures          offered the  most reasonable prospect for  forfending this satel-          lite litigation.   See Hensley, 461 U.S. at 437.                              ___ _______                    As  appellants acknowledge  that  there  are  no  legal          precedents which  provide detailed models for  designing suitable          mass-tort cost-reimbursement procedures, they now urge, after the          fact, that we define the relevant responsibilities incumbent upon          the district  court and  the PSC  in these matters.   We  decline          their request, however,  in large  part for the  reason that  the          guidance  presently  available  plainly  runs  counter  to  their          premise  that the  primary  responsibility  for  designing  cost-          submission procedures, ab initio, rests with the district court.                                 __ ______                    Although the Manual for  Complex Litigation ("the MCL")                                                                      ___          itself  includes no  detailed provisions  on the  subject, opting          instead to encourage counsel  for the principal parties  to forge                                          22          ad  hoc  prophylactic procedures  by  mutual  agreement from  the          __  ___          outset,8 it  envisions that  prescriptive procedural  models will          emerge, and deserving ones  gain currency, through the litigants'          own collaborative  ad hoc  initiatives, rather than  originate in                             __ ___          appellate  case  law. See  Pretrial Order  No.  127, at  22 ("The                                ___          Manual for Complex Litigation . . . has been and will continue to                                        ____________________               8The MCL provides, in relevant part:                    Expenses  incurred and  fees earned  by designated               counsel  acting in  that capacity  should not  be borne               solely by their clients, but rather shared equitably by               all benefiting  from their services.   If possible, the               terms and  procedures for payment should be established               _____ ___  __________               by agreement  among  counsel, but  subject to  judicial                  _________  _____  _______               approval and control (see infra section 24.214, compen-                                     ___ _____               sation for designated counsel).   Whether or not agree-               ment is reached,  the judge has the authority  to order               reimbursement  and compensation  and the  obligation to               ensure  that the  amounts  are reasonable.   Terms  and               procedures  should  be  established before  substantial               __________                          ______               services are  rendered  and should  provide for,  among               other things,  the following: periodic  billings during                                             ________  ________               the litigation or creation of a fund through advance or               ongoing assessments of members  of the group; appropri-               ate contributions  from parties making  partial settle-               ments  with  respect to  services  already  rendered by               designated counsel; and  contributions from parties  in               later  filed or  assigned  cases who  benefit from  the               earlier work of designated counsel.                    Designated  counsel  should  render   services  as               economically  as  possible  under   the  circumstances,               avoiding  unnecessary activity and  limiting the number               of  persons attending  conferences and  depositions and               working on briefs and  other tasks.   The  court should               make clear  at the first pretrial  conference that com-               pensation  will  not  be approved  for  unnecessary  or               duplicative  activities or  services. The  court should               also  inform counsel  what records  should be  kept and               when they  should be submitted to the  court to support               applications to recover  fees and expenses from  copar-               ties.  See infra  section 24.21, which discusses ground                      ___ _____               rules and  record  keeping where  attorneys'  fees  are               awarded by the court.          MCL   20.223 (3d ed. 1995) (emphasis added).                                                 ___                                          23          be a primary  reference text  in this litigation.   Counsel  must          become familiar with  the Manual.").  Furthermore,  ex post facto                                                              __ ____ _____          pronouncements detailing  model procedures would  be particularly          inappropriate in  these circumstances  as it is  readily apparent          that the present dispute sprang inexorably from the flawed proce-          dural design  in which appellants acquiesced from the outset, and          for  six  years thereafter,  to the  point that  its deficiencies          became both systemic and  irremediable.  Appellants simply waited          too long before  asking the  district court to  undo, with  their          broad axe (viz., a 25% to 33% across-the-board cut), the documen-                     ____          tary muddle allowed to accumulate.                      Moreover, pressed on many  other fronts since 1987, it          was not practicable  for the district  court alone to  scrutinize          all cost-related  documentation maintained by the  PSC for nearly          half a decade.   See Grendel's Den, 749 F.2d  at 950 (noting that                           ___ _____________          courts  must strive  for  cost-setting processes  which are  "not          unnecessarily burdensome to the courts themselves").  Unlike less          attenuated and  complex litigation, mass-tort MDLs  by their very          nature  predetermine that detailed monitoring of case-administra-          tion-related responsibilities be  delegated.  The  early pretrial          orders entered  by the district court,  with appellants' acquies-          cence,  accordingly  established a  cost-monitoring  regime which          required  the PSC to submit  cost summaries every  sixty days for          interim  approval by  the court.   The PSC-cost  summaries, which          _______          merely  reflected total  expenses by  general type  and category,          represented  the  cumulative, edited  product  of  the Raben  and                                          24          Kevane "audits," without the underlying documentation.  Thus, the          interim-approval regime  was reasonably  designed to  ensure that          cost verification and containment by the parties not simply await          an end to the  entire litigation, by which time  the accompanying          avalanche of documentation would all but preclude cogent review.                     Nevertheless, two  serious deficiencies made  their way          into  these interim-approval procedures with appellants' acquies-          cence:  (1) the failure to include defined criteria for assessing          "reasonableness" and "necessariness"; and (2) the failure explic-          itly to authorize or require appellants to monitor the underlying          documentation as interim PSC-cost summaries were submitted to the          district court.9  Thus, appellants settled from the outset simply          for the broad, undefined  general criteria that claimed-PSC costs          be "necessary"  and  "reasonable," thereby  implicitly  foregoing          such  ongoing prophylactic  measures  as particularized  monetary          guidelines and/or ceilings on major cost categories; for example,          maximum per diem  rates for hotels and page-rates  for photocopy-          ing.10                                          ____________________               9The record  discloses no indication that  appellants either          objected to  these deficiencies  or  proposed alternative  proce-          dures.  See  Silva v. Witschen,  19 F.3d 725,  729 n.4 (1st  Cir.                  ___  _____    ________          1994)  (appellant bears  brunt  of failure  to include  pertinent          material in record).               10The MCL notes:                         Rules  and  practices  vary widely  with                    respect to reimbursement of expenses incurred                    by lawyers in the course of the case out of a                    fee  award.  Charges for  paralegals  and law                    clerks at market rates and the fees of neces-                    sary experts are generally reimbursable. Sec-                    retarial assistance, on the  other hand, is a                                          25                    Yet  more fundamentally, the pretrial procedural orders          did not identify a  minimum level of detail in  the documentation          required to  substantiate that  a particular PSC-member  cost was          "necessary" to a  PSC litigation task and "reasonable" in amount.          Rather, the  orders  simply directed  the PSC  to keep  "careful,          contemporaneous, detailed records"  and provide "proper verifica-          tion" of its  expenditures.  Although  Grendel's Den makes  clear                                                 _____________          that an entity requesting  reimbursement must document its actual                                                                     ______          expenditures, normally by itemized receipt,  see 749 F.2d at 956-          ____________                                 ___          57, the more amorphous and subjective criteria for substantiating          that a given expenditure was "necessary" and "reasonable" may not          be  so readily documented.  For example, in some instances courts          do  not require exacting documentation  even for major cost reim-          bursements, such as overhead expenses incurred in connection with          the PSC  office, relying instead  on their intimate  knowledge of          the litigation for determining whether entire categories of costs          pass the  reasonableness test;  viz., whether the  nature of  the                                          ____          expenditure  strikes  the court  as  clearly  superfluous or  its          amount  transcends  the broad  bounds  of  reasonableness in  the                                        ____________________                    normal  part of  overhead,  but  courts  have                    differed over whether  overtime is  reimburs-                    able.  Similarly, rulings vary  on such items                    as copy and printing costs, certain meals and                    travel,  and  fax,  telephone,  and  delivery                    charges. The determination of these  kinds of                    claims should  not  be  left  to  costly  and                    time-consuming adversary  adjudication at the                    end of  the litigation; ground rules on reim-                    bursement should be  established at the  out-                                                     __ ___  ____                    set.                    ___          MCL   24.215 (emphasis added).            ___                                          26          circumstances.11                    Furthermore, the early pretrial orders afforded both an          obvious  and ready  opportunity for  appellants, inter  alios, to                                                           _____  _____          propose,  with  somewhat  greater  particularity  at  least, more          definite  contours  for monitoring,  testing,  and verifying  PSC          compliance  with the  amorphous "necessariness"  and "reasonable-          ness" criteria laid down by the  district court.  As this litiga-                                        ____________________               11The district  courts differ  quite  sharply regarding  the          detail needed in cost-reimbursement submissions:               The defendants next object that the  plaintiffs' attor-               neys  have not  documented their  request for  expenses               with receipts.   It is  not necessary or  desirable for               federal courts to review receipts for every five dollar               expenditure.   Judges,  being former  practicing attor-               neys, are quite capable of  determining the reasonable-               ness of expenses incurred  during litigation.   Neither               is it  necessary to  itemize expenses in  great detail.               For example,  it is  sufficient that copying costs were               submitted without listing how many pages of which docu-               ments were copied during the three years of litigation.               Law firms generally do not keep such records and little               would  be served by requiring them except to make liti-               gation  more expensive.    The amount  of the  expenses               submitted is certainly reasonable given the  length and               complexity of this case.           Duke v. Uniroyal Inc.,  743 F. Supp. 1218, 1227  (E.D.N.C. 1990),          ____    _____________          aff'd,  928  F.2d 1413  (4th Cir.),  cert.  denied, 502  U.S. 963          _____                                _____  ______          (1991).  See  Laffey v.  Northwest Airlines, Inc.,  572 F.  Supp.                   ___  ______     ________________________          354,  383 (D.D.C. 1983) ("It  is not necessary  for plaintiffs to          explain the purpose of every photocopy that is produced and every          expenditure  that is made in connection with the litigation.  For          most  out-of-pocket costs,  it is  enough for  the plaintiffs  to          identify the expenses by category, with a  general description of          the  types of charges included in each  category.  In the case of          particularly  large  or  unusual  expenditures,  some  additional          explanation of the purpose  of the expense may be  necessary, but          it is  not the norm."), aff'd  in pertinent part, 746  F.2d 4, 30                                  _____  __ _________ ____          (D.C. Cir.  1984), cert. denied, 472 U.S.  1021 (1985).  But cf.,                             _____ ______                          ___ ___          e.g.,  Starnes v. Hill, 635  F. Supp. 1270,  1273 (W.D.N.C. 1986)          ____   _______    ____          (requiring exquisite detail).                                          27          tion demonstrates all too well, the terms "detailed records"  and          "proper  verification"      though  perhaps   perfectly  adequate          benchmarks in a smaller, non-MDL litigation    simply were not up          to the task in this mass-tort MDL.   See MCL   20.223 ("The court                                               ___ ___          should also inform counsel what records should be kept . . . .").          For example,  even though  early pretrial orders  forewarned that          the  litigation would be prolonged and that it would be impracti-          cable  for the  PSC to  submit  all its  underlying documentation                                          ___          directly to  the district court for  interim-approval review, the          PSC, IRPAs, and  plaintiffs nonetheless refrained from  proposing          any  further  definition of  the  required  level of  documentary          particularity.   Thus, these  matters were left  unattended until          the end of the litigation at their peril.                                     __ _____ _____                    Moreover, appellants exacerbated the documentary muddle          from  the start by opting to forego ongoing monitoring of the PSC          documentation.   Unlike  less prolonged  and complex  litigation,          wherein interim-cost reimbursement claims may  be deferable until          the litigation nears completion,  the hands-off approach taken by          appellants is  utterly impracticable in these  large and enduring          mass-tort proceedings.                    Given the potential for serious, long-term overreaching          by  the PSC under the relaxed regime envisioned by these pretrial          orders, we discern no sound justification for appellants' failure          to propose in 1987 that one  of their own number be designated to                     __ ____      ___  __ _____ ___ ______          conduct closer review of the underlying PSC-cost documentation on                                          28          an ongoing basis.12   See Francis Bacon, Of Suspicion  ("There is                                ___                __ _________          nothing  makes a man suspect  much, more than  to know little.").          Alternatively, the IRPAs could  have sought district court autho-          rization  to  retain an  auditor  to  monitor these  interim-cost          reports on an ongoing  basis for "necessariness" and "reasonable-          ness."  Thus, appellants'  failure even to attempt interim  moni-          toring directly  contributed to the serious  and otherwise avoid-          able  consequences ultimately  brought  to  the district  court's          attention at a  time when  corrective action could  no longer  be          considered practicable.                    Nor are appellants absolved of their  primary responsi-                                                          _______ _________          bility  for protecting their own interests based on the mere fact          ______  ___ __________ _____ ___ _________          that  the  pretrial  orders  did not  explicitly  direct  interim          monitoring.   Rather, the  record is  clear that  appellants were                                        ____________________               12The  PSC submitted  its  interim-cost claims  under  seal,          presumably  to  preclude  their perusal  by  "adverse"  litigants          (i.e., the defendants).   In some attorney fee and  cost shifting           ____      __________          disputes, the  requesting  party may  not  wish to  disclose  its          documentation to  a party-opponent during the  litigation, out of          fear that its litigation strategies  may be divulged, even though          the party-opponent  eventually  may be  liable  for the  fees  or          costs.  See, e.g., Ring v.  Commercial Union Ins. Co., 159 F.R.D.                  ___  ____  ____     _________________________          653, 659-60 (M.D.N.C. 1995) (party-opponent barred from obtaining          fee statements in circumstances where  it could "examine the bill          to find out the nature of the services in order  to discover what          advice  the attorney was providing defendants  and to learn other          details about defendants' investigation of her claim");  Colonial                                                                   ________          Gas  Co. v.  Aetna Cas. &  Sur. Co.,  144 F.R.D.  600, 607-08 (D.          ________     ______________________          Mass.  1992) ("To  the extent  that time  records and  statements          reveal the nature of the  services provided, however, such  docu-          ments are privileged.").                 Of  course, these  IRPAs  and plaintiffs  were not  opposing          parties in the underlying litigation.  Thus, there was no privacy          impediment to allowing them access to the PSC's interim materials          and supporting  documentation simply on  request.   In fact,  the          appellees note that their  cost documentation was always accessi-          ble to the IRPAs and plaintiffs on request.                                          29          neither precluded  nor incapacitated from taking  appropriate and          timely precautions.  First and foremost, fundamental deficiencies          in  the interim  PSC-cost  submissions to  the court,  especially          their lack  of particularity,  readily could have  been addressed          and corrected  ab initio, rather than  at the end of  the litiga-                         __ ______          tion.  Second, appellants  placed too much reliance upon  non-MDL                                                                    ___          case authority, see,  e.g., Grendel's Den,  supra, in failing  to                          ___   ____  _____________   _____          conduct interim monitoring, based on their ill-advised assumption          that  the PSC's  ultimate burden  of proving  its entitlement  to          reimbursement  relieved appellants of their independent responsi-                         ________ __________ __ _____ ___________ _________          bility to collaborate  with the district court  and other parties          ______          to develop and monitor appropriate cost-containment procedures.                                            30                    Appellants were well aware, throughout the proceedings,          that the PSC had  not been directed to submit its voluminous cost          documentation  to the  district court  together with  the interim          summaries.   Thus,  appellants knowingly  failed to  assume their          rightful responsibilities for safeguarding their own interests by          monitoring interim  PSC-cost submissions  as  required to  ensure          that the  evolving documentation  practices actually utilized  by          the PSC were equal to the task and, if  not, to broach the matter          first with the  PSC and, as need  be, with the court,  in time to          permit   effective  preventive  and  corrective  measures  before          matters became completely unmanageable.13                    We underscore  the central administrative  necessity in          mass-tort MDLs, that  the PSC, IRPAs, and plaintiffs attempt very          early on to work out mutually acceptable procedures for document-          ing and monitoring costs for which reimbursement is to be sought.          No less importantly,  both at  the outset  and thereafter,  where          cooperative efforts fail  to produce  agreement, or  cost-benefit          considerations   independently  warrant,   judicial  intervention                                        ____________________               13For example, in 1993  Torres and Sterling were at  logger-          heads  over  whether  the  PSC  cost-documentation  records  were          adequate.    Torres considered  them an  incomprehensible muddle.          Sterling countered that the  records were thoroughly organized at          the outset  but  that Torres  had  "disorganized" them  with  his          haphazard  rummaging.    The   district  court,  after  crediting          Sterling's account, attempted to resolve the impasse by directing          Torres  and Sterling to  meet and consult  at the JDD.   By then,                                   ____ ___ _______          however, the  damage had  been  done and  the resultant  adminis-          trative "chaos" alluded to by the district court made it impossi-          ble even  to ascertain  whether the  PSC had  maintained suitable          documentation for the  vast majority  of its cost  claims.   With          prudent  ongoing monitoring  by  appellants from  the outset,  of          course, the  administrative confusion need never  have gotten out          of hand.                                          31          should be promptly sought before matters worsen or become irreme-          diable.   See Jaquette v. Black Hawk  County, Iowa, 710 F.2d 455,                    ___ ________    ________________________          463 (8th Cir. 1983) ("[T]he key to avoiding excessive costs . . .          is early and stringent judicial management of the case.") (empha-             _____          sis added).                    The  individual  plaintiffs and  IRPAs  have enough  at          stake in these matters  to prompt their early intervention.   For          example,  if  overly  particularized  PSC-cost  documentation  on          "reasonableness" and "necessariness" were  to be required without          regard  to sound  cost-benefit  considerations,  its  unnecessary          procedural  costs ultimately  would  be borne  by the  individual          plaintiffs.  See Laffey v. Northwest Airlines, Inc., 572 F. Supp.                       ___ ______    ________________________          354, 383 (D.D.C. 1983) ("Indeed, the amount of time that would be          required to document each item of expense in the detail apparent-          ly suggested  by Defendant would be  prohibitive; the compensable          time required to  generate the detail  would exceed the  expenses          claimed.").  Conversely, if appellants were to designate an IRPA,          or  retain an  independent auditor,  to monitor  PSC-cost submis-          sions,  the  expense  conceivably  could  exceed  whatever direct          savings might be derived through any resulting cost-reimbursement          disallowances.    Thus, as  the  ultimate  payors the  individual          plaintiffs  and IRPAs have enough  at stake to warrant reasonable          efforts at ensuring that adequate documentation and cost-monitor-          ing procedures also make cost-benefit sense.                      An adequate cost containment and monitoring system in a          mass-tort  litigation  cannot  be  economically  and  efficiently                                          32          designed  and  implemented from  the  outset absent  a  series of          tradeoffs among the PSC,  IRPAs, and plaintiffs, all of  whom are          under  a  mutual obligation  to engage  in  an earnest  effort to          resolve their  differences early  on.   These appellants, on  the          other hand, elected  to acquiesce  for four years  in the  flawed          cost containment  and monitoring  system first  set  in place  in          1987, awaiting an end  to the principal litigation  before coming          forward  with  their objections.   See  Reilly,  863 F.2d  at 160                                             ___  ______          (litigants share mutual burden to collaborate with district court          in fashioning workable litigation procedures).                      4.   Evidence of PSC Overreaching                    4.   Evidence of PSC Overreaching                         ____________________________                    Next  we consider  whether the  PSC-cost reimbursements          should be  subjected to  the across-the-board  cuts (25% to  33%)          urged  by appellants  notwithstanding their  own failure  to take          appropriate preventive  or corrective action.  In our view, their          crude cuts ought  not be  imposed in  these circumstances  absent          evidence that the PSC acted in bad faith or took unfair advantage          of the procedural deficiencies.   Not only have we found  no such          evidence, but we can discern no appreciable PSC overreaching from          the record.                    First,  there  should  be  no  ready  presumption  that          counsel appointed to  the PSC  expended its funds  in bad  faith;          that is,  with intent  to inflate PSC-cost  reimbursement submis-          sions.   This  is especially  true in the  present circumstances,          since the PSC members repeatedly attested that their cost submis-          sions were bona fide.   See, e.g., Alabama Power  Co. v. Gorsuch,                                  ___  ____  __________________    _______                                          33          672  F.2d 1,  5 (D.C.  Cir.  1982) ("[I]n  most cases,  the court          should  be content  to rely  upon the  integrity of  counsel, and          allow the[] expenses  [claimed]."); Greenspan v. Automobile  Club                                              _________    ________________          of Mich., 536 F. Supp. 411, 413-14 (E.D. Mich. 1992) (refusing to          ________          "second-guess"  necessariness of  costs  and relying  in part  on          affidavits filed by requesting  parties and their attorneys); cf.                                                                        ___          also, e.g., In re Agent  Orange Prod. Liab. Litig., 611  F. Supp.          ____  ____  ______________________________________          at   1322  ("If  there  was  doubt  about  the  reason  for  a[n]          [attorney's  phone] call,  it was  allowed."); 28  U.S.C.    1924          (permitting  attorneys  to  vouch  for necessariness  of  costs).          Whether  or  not there  is  a  direct or  formal  attorney-client          relationship between plaintiffs and the PSC, the PSC and its IRPA          members  necessarily owed  a fiduciary  obligation to  the plain-          tiffs. Cf. In re Agent Orange Prod. Liab. Litig., 818 F.2d at 223                 ___ _____________________________________          (noting  that lead  counsel owes  fiduciary duty to  class plain-          tiffs);  see also  MCL    20.22 (counseling  court to  remind PSC                   ___ ____  ___          members of "their  responsibility to the court and  their obliga-          tion to act  fairly, efficiently, and economically  in the inter-          ests  of all parties and their counsel").  Furthermore, these PSC          members simultaneously  were acting in their  respective roles as          IRPAs, with  direct professional responsibility  for representing          approximately  seventy percent of the  plaintiff class.  In these          circumstances especially, given their professional obligations to          the  court  and  their individual  clients,  we  would  be highly          reluctant to  suppose that the PSC  members promoted overreaching          by the PSC.                                          34                    Second, the PSC "auditing"  which did occur, whether or          not adequate,  cannot be dismissed  as perfunctory, since  it did          screen out some significant cost excesses.  For  example, Adamina          Soto attested  that she contacted PSC  members concerning problem          expenses and followed up with requests for further documentation.          Indeed,  the Raben  and Soto  audits resulted in  cost reductions          exceeding  $346,000.   Although appellants  object that  some PSC          auditing was conducted at  random, particularly that performed by          Kevane and Soto,  as it did  not purport to  verify each  expense          claim,  the  reviews conducted  by  Raben and  Sterling  were not          random.   Finally, even  the random  "audit" procedures  were not          conducted under PSC control.  Thus, we are not persuaded that the                    _____ ___ _______          random review procedures were flawed to the point that they could          provide no effective deterrent to substantial PSC overreaching.                     Third, appellants emphasize that  Kevane and Raben were          accountants, with little personal knowledge regarding the precise          litigation tasks  assigned to  the PSC.   Both were  professional          CPAs, however,  and Raben in  particular was no  neophyte, having          been responsible  for comparable cost oversight in  the MGM case,          itself a hotel fire  litigation.  It does not  seem unreasonable,          therefore, absent evidence to the contrary, to expect  that Raben          was reasonably  qualified for  the professional task  assigned to          him.                    Fourth,  as there  is  no indication  in the  appellate          record that the  PSC ever  attempted to  prevent appellants  from          examining its  underlying cost  documentation prior to  1991, the                                          35          reasonably   foreseeable  prospect  that  appellants  might  well          (indeed should)  have requested interim access  to the documenta-          tion presumably had some  deterrent effect upon PSC overreaching.          Not only did the  pretrial orders not preclude ongoing  access by          appellants  to the PSC  documentation, but there  would appear to          have  been no  conflict of  interest or "work  product" privilege          which  would have  prevented the  individual plaintiffs  or IRPAs          from  inspecting the  PSC documentation  at  any time  during the          litigation.  See supra note 12.14                         ___ _____                    Finally,  and  most  importantly,  the  district  court          initially proposed  to limit  PSC attorney  fees and  costs, com-                                                                       ____          bined, to ten percent of the eventual common fund, thus providing          _____          PSC members a substantial  inducement to exert reasonable efforts          to minimize PSC costs with a view to  preserving a larger balance          with which to fund their attorney fees as PSC members.  See In re                                                                  ___ _____          Wells Fargo Sec.  Litig., 157  F.R.D. 467, 470  (N.D. Cal.  1994)          ________________________          ("[A]n attorney generally has no incentive to minimize litigation          expenses  unless  his fee  award  is  inversely related  to  such          expenses.").  Appellants respond that the ten percent ceiling did          not  deter inflated  costs, however,  because the  district court                                        ____________________               14Appellants point out that the PSC refused Torres access to          certain "derivative" documents after 1991, such as the Raben work          papers.   Nevertheless, Torres  had access  to the  raw materials          examined by Raben (viz., actual PSC receipts and other documenta-                             ____          tion).   Moreover,  appellants were  not necessarily  entitled to          full-fledged discovery, at  least absent district court  authori-          zation.   See  Thirteen  Appeals, 56  F.3d  at 303  (noting  that                    ___  _________________          normally  it is  sufficient, for  purposes of  a fee  and expense          application, to order exchange of the "raw materials" or "all the          data  reasonably necessary to formulate . . . objections") (cita-          tion omitted).                                            36          announced in January  1991 that  it would not  be enforced  after          all.  See  Thirteen Appeals,  56 F.3d at  307 n.10 (holding  that                ___  ________________          tentative  cap  was  not  binding on  district  court);  Nineteen                                                                   ________          Appeals, 982  F.2d at  612 (same).   Nevertheless, until  January          _______          1991, by  which time the lion's share of its $10 million in costs                                   ______ _____          had accrued, the PSC could not have known that the district court          would discard the ten percent ceiling.                    We therefore conclude, based on the foregoing consider-          ations, particularly  the absence  of reliable evidence  of over-          reaching or bad  faith on the part  of the PSC, that it  would be          inequitable to resort to the crude cost-cutting bludgeon proposed          by appellants, who share at least equal responsibility  for these          procedural lapses.   Although  the  procedural deficiencies  dis-          cussed  above may have  led to  some unnecessary  or unreasonable          expenditures,  appellants clearly  failed to  alert the  district          court  until  it had  become impracticable  either to  prevent or          assess,  let alone correct them in any reliable or cost-effective          manner.          B.   Individualized Objections          B.   Individualized Objections               _________________________                    Next  we consider appellants'  objections to particular          categories of cost-reimbursement claims.15                                        ____________________               15We  see no  need to  catalog certain  meritless challenges          appellants raise to various miscellaneous expenses, especially in          light of  the deferential standard of review.   See Order No. 584                                                          ___          (Aug. 29, 1995).  We note simply that our review has disclosed no          abuse of discretion in these regards.                                           37               1.   PSC-Office Costs16                1.   PSC-Office Costs                    ________________                    Appellants  contend  that  the  $913,503  fee  paid  to          Attorney Thomas H. Foulds by  the PSC for services rendered as  a          putative "insurance  expert" should  not have  been treated as  a          PSC-office cost,  see Order No.  520 (Jan.  28, 1994), but  as an                            ___          attorney fee  chargeable against the  fifty percent share  of the          attorney-fee fund already recovered by PSC members.  The district          court  determined that Foulds, who had worked for twenty years as          an insurance claims manager before attending law school, had been          hired  not  as an  attorney, but  primarily  to consult  with PSC          attorneys regarding the nuts-and-bolts interpretation  of various          insurance policies.  The PSC concedes that Foulds handled certain          litigation tasks normally  performed by attorneys  (e.g., deposi-                                                              ____          tions  in  the liability  case  against  defendant Alexander  and          Alexander), but  nonetheless insists that this was the most cost-          efficient  approach, especially  given  Foulds'  intimate  under-          standing  of the  pertinent insurance  policies.17   Although the          parties cite no authority  regarding the appropriate criteria for                                        ____________________               16Appellants likewise  attack the district  court determina-          tion that  they waived  objection to  any PSC-office  costs other          than the  Foulds fee.   We need not  resolve the issue,  however,          since appellants'  objections to these  cost-reimbursement claims          are based  on their contention  that the  PSC failed to  meet its          burden of proof  and verification under Grendel's Den, a position                                                  _____________          which we have already rejected.  See supra Section II.A; see also                                           ___ _____               ___ ____          In  re Agent  Orange Prod.  Liab.  Litig., 611  F. Supp.  at 1331          _________________________________________          (allowing "[a]ll reasonable, verifiable expenses for running" the          PMC's centralized office).                17The PSC also  protests that  it came as  no "surprise"  to          appellants  that Foulds  was retained.   But  this is  beside the          point.   Appellants simply maintain that they were never informed          that Foulds would be used as an "attorney."                                           38          determining whether one in  Foulds' position should be considered          an insurance expert  or an  attorney, we are  persuaded that  the          district  court  ruling  constituted  error in  these  particular          circumstances.18                    As  a general rule,  a PSC  member who  serves simulta-          neously as  an IRPA in  a mass-tort  MDL is  entitled to  recover          separate compensation from the common fund for the legal services          performed in  each distinctive  role.  See  Thirteen Appeals,  56                        ____                     ___  ________________          F.3d  at 300  n.2.  The  prospect of  more lucrative  returns for          their services  prompted many IRPAs to compete  for these coveted          PSC appointments  in 1987, respectively urging  upon the district          court their particular experience and expertise in previous mass-          tort suits. See Nineteen Appeals, 982 F.2d at 605 ("[A]ppointment                      ___ ________________          to the PSC was much coveted . . . .").                    On the other hand, all the unsuccessful IRPA candidates          for PSC appointment must nevertheless contribute toward defraying          PSC attorney  fees/costs, since the district  court's decision to          establish a PSC diverts a significant portion of their respective                                        ____________________               18The applicable standard of review is not clear and we find          no controlling precedent.   Nonetheless, the basic  determination          as to  what work Foulds  performed would  call for  fact-finding,          reviewable only  for clear error.  See Damon v. Sun Co., Inc., 87                                             ___ _____    _____________          F.3d  1467,  1483 (1st  Cir.1996).   In  this case,  however, the          parties agree  as to what  work Foulds performed.   On  the other          hand, the determination as to which fund    attorney fee or  cost              should bear  the expense  incurred for  a particular  type of          service, would appear to be a legal question, or a mixed question          in  which  the  legal  component predominates,  either  of  which          normally would be reviewed de novo.  As we are persuaded that the                                     __ ____          district  court  ruling  cannot  withstand  review  under  either          standard,  we need  not determine  the  precise standard  at this                                                                              juncture.                                          39          contingent fees toward  funding the PSC.  Cf.  id. at 310 (noting                                                    ___  ___          that though the PSC  may be "a necessary concomitant  to skillful          case management of mass tort suits, it nevertheless significantly          interferes  with [the  respective IRPAs']  expectations regarding          the fees  that his or her client has agreed to pay").  According-          ly, due  regard should be  had for these  nonmember-IRPAs' dimin-          ished fee  expectations, at least to the extent that "the judge .          . . attempt to  avoid any perception of favoritism"  in mediating          disputes between PSC  members and nonmember IRPAs.   See Nineteen                                                               ___ ________          Appeals, 982 F.2d at 605.            _______                    At the time the nine original PSC members were appoint-          ed,  from among  forty applicants,  the district  court expressly          directed, inter alia, that the PSC "shall neither be enlarged nor                    _____ ____          diminished in size or membership without Court approval," Pretri-          al Order  No. 127,  at 29,  that  the PSC  "conduct all  pretrial          liability  and damage discovery," id.  at 30, and  that "only two                                            ___          members  of  the PSC,  or counsel  duly  authorized by  them, may          question [] deponent[s],"  id.  Given the  acknowledgement by the                                     ___          appellees  that Foulds,  on occasion,  served as  a de  facto PSC                                                              __  _____          attorney without prior  district court authorization,  his reten-          tion, to that extent at least, directly contravened  the explicit          pretrial orders prohibiting any de facto expansion of PSC member-                                          __ _____          ship.   Thus,  the district  court's subsequent  authorization of          reimbursement  to  the PSC  for the  Foulds  fee as  an insurance          expert  cannot cure the  PSC's unauthorized, unilateral expansion          of its attorney ranks, without inviting similar circumventions in                                          40          the future.                    We therefore  reject the  suggestion that we  remand to          permit the  district  court  to  apportion the  $913,503  fee  as          between the "insurance expert" and "attorney"  services performed          by Foulds.  We wish  to make clear, however, that the PSC was not          precluded from retaining Foulds based on a reasonable belief that          he  was the  best  qualified insurance  expert available,  simply          because he happened to be an attorney.  Nonetheless, once the PSC          did retain Foulds, it owed nonmember IRPAs a duty of fair dealing          to  ensure that  he  undertook no  unauthorized "attorney"  tasks          which might  have been  performed by some  disappointed candidate          for PSC membership.                2.   PSC-Member Costs                2.   PSC-Member Costs                     ________________                    a)   Photocopying Costs                    a)   Photocopying Costs                         __________________                    Appellants  oppose the  twenty-five-cent  page rate  at          which the  district court permitted reimbursement  to PSC members          for  photocopying; in all,  amounting to $184,000.   The district          court explained that  it "fail[ed] to see  the difference between          PSC  members and any IRPA  charging a client  a reasonable amount          for  copying charges."  Order No.  510-A, at  8 (Nov.  24, 1993).          Appellants cite  numerous decisions  which hold the  twenty-five-          cent  rate unreasonable, and argue that the PSC provided no proof          that it actually incurred that cost to copy each page.                     The  PSC  members offer  three  justifications  for the          approved  rate.   First, most  photocopying was  done at  the PSC          office and no  reimbursement claim was made.   Second, appellants                                          41          knew early on in the litigation that the PSC had  voted to permit          its members to claim reimbursement at twenty-five cents per page.          Third, the  twenty-five-cent rate, standard in  many law offices,          had  been allowed in the MGM case.  Although the district court's          cost-allowance  rulings  are  entitled  to   deferential  review,          Grendel's Den, 749 F.2d at 950, we are persuaded  that its ruling          _____________          does not withstand scrutiny.                    Unlike  the PSC, the IRPAs are free to assess their own          clients  for photocopying  in  accordance  with their  respective          contingent fee agreements and any  applicable ethical-code provi-          sion.  On  the other hand, the PSC is a  creature of the district          court, whose mission is to promote more efficient litigation, see                                                                        ___          MCL     20.223 ("Designated  counsel  should  render services  as          ___          economically  as  possible  under  the circumstances.").    In  a          "common  benefit" case  of this  sort, therefore, the  court must          ensure  that PSC members recover only their actual costs, with no                                                      ______          "profit" margin.  See Fogleman v. Aramco, 920 F.2d  278, 286 (5th                            ___ ________    ______          Cir. 1991) ("To the extent that counsel charges a party more than          actual cost for any  service, be it reproduction of  documents or          telephone calls, counsel is recovering additional fees."); Spicer                                                                     ______          v. Chicago Bd. Options Exch., Inc., 844 F. Supp. 1226, 1260 (N.D.             _______________________________          Ill.  1993); In re Washington Pub. Power Supply Sys. Sec. Litig.,                       ___________________________________________________          779  F. Supp. 1063,  1111-12 (D.  Ariz. 1990)  (reducing in-house          photocopying  costs  claimed  at  twenty  or  twenty-five  cents:          "[t]hat  this amount  may be  charged to  regular clients  by the          firm, or that it is 'standard' in the firm's area of practice, is                                          42          not controlling,  [and] Class  members  will not  be assessed  an          amount  that produces  a  clear and  unwarranted  profit for  the          firm"), rev'd on other grounds, 19 F.3d 1306 (9th Cir. 1994).19                   _____ __ _____ _______                    Unlike  the  PSC's  alleged  failure  to  document  the          "necessariness" and  "reasonableness" of other  types of expenses          (e.g.,  hotel charges,  air fares),  see supra Section  II.A, its           ____                                ___ _____          failure to document its  own in-house photocopying costs presents          a  fundamental problem.   As in-house photocopying  costs are not          incurred with "outside" providers  (e.g., hotel, airline, or even                                              ____          an outside photocopying service), there is no third-party receipt          to verify the expenditure and its amount.20                                        ____________________               19See also ABA Comm. on Ethics and Professional Responsibil-                 ___ ____          ity,  Formal Op. 379 (1993)  (noting that counsel  is "obliged to          charge  the client no more  than the direct  cost associated with          the service  (i.e.,  the actual  cost  of making  a copy  on  the                        ____          photocopy  machine)  plus  a  reasonable  allocation of  overhead          expenses directly  associated with  the provision of  the service          (e.g., the salary of a  photocopy machine operator)"); id. ("[I]t           ____                                                  ___          is impermissible for a  lawyer to create an additional  source of          profit for the  law firm beyond  that which  is contained in  the          provision of professional services themselves. The lawyer's stock          in trade is the sale of legal services, not photocopy paper, tuna          fish sandwiches,  computer  time or  messenger  services.");  cf.                                                                        ___          Alpine Pharmacy, Inc. v. Chas. Pfizer & Co., Inc., 481 F.2d 1045,          _____________________    ________________________          1050 (2d Cir. 1973)  (counsel in class actions "serve[]  in some-          thing of a position of public trust  . . . [and] share[] with the          court the  burden of protecting  the class action  device against          public  apprehensions   that  it  encourages  .   .  .  excessive          attorneys' fees).               20See In re Motor  Freight Express, 80 B.R. 44  (Bankr. E.D.                 ___ ____________________________          Pa. 1987)) ("In  the case of photocopying,  counsel should inform          the  Court of the  number of copies,  the cost of  each copy, and          provide, if possible, a breakdown of the reasons why photocopying          of certain  documents was necessary.");  In re Old  South Transp.                                                   ________________________          Co.,  134 B.R.  660,  667 (Bankr.  M.D.  Ala. 1991)  (same);  cf.          ___                                                           ___          Berryman  v.  Hofbauer, 161  F.R.D.  341, 344  (E.D.  Mich. 1995)          ________      ________          (noting  that,   under  28  U.S.C.      1920,  cost-reimbursement          claimant's conclusory statement that copying costs were necessary          is insufficient).                                          43                    Even if only by  reasoned approximation, therefore, the          PSC needed  either to demonstrate  the various components  of its          in-house photocopying costs (e.g.,  the prorated cost of purchas-                                       ____          ing  or leasing  the photocopier,  the copy  paper,  and salaries          attributable to making the copies),  or show the prevailing  cost          of comparable outside copy  services, see, e.g., Haroco, Inc.  v.                                                ___  ____  ____________          American Nat'l  Bank and Trust Co. of Chicago, 38 F.3d 1429, 1441          _____________________________________________          (7th Cir. 1994) (holding  that "charges for in-house reproduction          may not  exceed the  charges  of an  outside print  shop").   See                                                                        ___          Grendel's  Den, 749 F.2d at 950 (noting that the district court's          ______________          discretion "must,  of  course, be  exercised  within  evidentiary          bounds,"  and the court must "provide a 'clear explanation of its          reasons for the fee award'").                                           44                    The PSC does  not pretend to  have established that  it          actually incurred a twenty-five-cent-per-page  photocopying cost.          ________ ________          As all  three PSC  justifications for the  requested twenty-five-          cent rate, supra,  are inapposite to  this essential showing,  we                     _____          vacate the district court  ruling, and direct the PSC  members to          reimburse appellants  for  all  PSC  in-house  photocopying  cost          claims calculated  at a rate exceeding ten cents per page.  Thus,          appellees  are to remit $110,400 of the $184,000 disbursed to the          PSC.                    b)   Hotel Rates                    b)   Hotel Rates                         ___________                    Lastly,  appellants  contend  that  the  district court          abused its  discretion by  allowing reimbursement to  various PSC          members for hotel-room charges ranging from $180 to $450 per day,          notwithstanding its  pretrial order cautioning that "hotel accom-          modations/meals should be moderate, not deluxe . . . ."  Pretrial          Order No. 127, at  44-45.  Appellants assert that  any hotel-room          charge above the $116 per diem rate then deemed deductible by the          Internal Revenue  Service, should not have  been reimbursed, that          less expensive rooms were  available in Puerto Rico, and  that on          occasion PSC members obtained less expensive rates.  There was no          abuse of discretion.                    First, the district court correctly noted that substan-          tial leeway was due PSC members regarding  their scheduling needs          during  the frenetic  early stages  of the litigation,  when most          investigation and discovery had  to be conducted.  See  Order No.                                                             ___          584, at 9 (noting  that the PSC conducted over  2300 depositions,                                          45          and retained  twenty-nine expert witnesses); id.  ("[The investi-                                                       ___          gative]  stage was  decisive in  terms of  immediately preserving          evidence  and conducting  valuable  investigations regarding  the          fire  origin and spread.  Time was  of the essence and because of          this,  the activity  was feverish,  leaving scant  opportunity to          fine-tune  the  preparation  and  justification  of  expenses.").          Consequently, the appropriate inquiry  here is not simply whether          an individual attorney  might have booked a room at  a lower rate          during  a  given time  period.   Rather,  the PSC  frequently was          required to  coordinate lodging for many  individuals and without          much advance notice.                    Thus, the appropriate inquiry  must be whether the rate          was reasonable in  relation to the legitimate needs occasioned by          the litigation tasks at hand.  Against  this backdrop, appellants          have failed to demonstrate  an abuse of discretion.   None of the          hotel rates strike  us as  facially abusive  in these  particular          circumstances.  Cf. Grendel's Den, 749 F.2d at 957 (finding abuse                          ___ _____________          of  discretion  where hotel  bill  of  $917 could  be  considered          "unreasonable on its face").                     Second,  as  with other  PSC-costs,  see supra  Section                                                         ___ _____          II.A, appellants  settled, from  the outset and  without protest,          for  amorphous general  standards,  such as  "moderate" and  non-          "deluxe" hotel  accommodations, whereas  they were free  from the          start  to propose  the  $116  per-diem  rate  they  now  suggest.                    _______          Furthermore, there has been no showing that the hotel charges for          which  reimbursement  was  sought  were either  "deluxe"  or  not                                          46          "moderate"  in   the  circumstances.21    Finally,   as  concerns                      __   ___  _____________          appellants'  contention that  PSC members  did not  keep adequate          supporting  documentation  relating  to the  "necessariness"  and          "reasonableness" of  each hotel expense, their  position is fore-          closed.  See supra Section II.A.                    ___ _____                                         III                                         III                                      CONCLUSION                                      CONCLUSION                                      __________                    We  acknowledge  the  rational  force   in  appellants'          contention that inherent conflicts  of interest exist between the          PSC  and individual  plaintiffs  in mass-tort  MDLs, yet  serious          deficiencies  in  the  cost-submission   procedures  nevertheless          persisted  throughout  this  litigation.    Nonetheless,  despite          reasonable notice  of the  obvious peril  to their own  financial          interests, and their clear obligation to forfend  against it from          the outset, appellants did not turn serious attention to the PSC-          cost  reimbursement regime  deficiencies until  the Gordian  knot          could no longer  be undone.   Consequently, we  determine, as  we          must, that the requested  relief has been rendered impracticable,          through appellants' inaction, to  the extent that further redress          at this point would extend this satellite litigation for no cost-          effective purpose.  See Hensley, 461 U.S. at 437.                                ___ _______                    Accordingly, within  30 days, appellees shall  remit to                    Accordingly, within  30 days, appellees shall  remit to          the Clerk of the United States District Court for the District of          the Clerk of the United States District Court for the District of                                        ____________________               21With respect to the $450 per diem rate, the district court          supportably  made the specific finding that  the room in question          was  a suite, shared by several members and situated near facili-          ties necessary to the litigation tasks to be performed.                                          47          Puerto  Rico $1,023,903  (consisting of  the $913,503  previously          Puerto  Rico $1,023,903  (consisting of  the $913,503  previously          received  as reimbursement  for PSC  costs incurred  for services          received  as reimbursement  for PSC  costs incurred  for services          rendered by  Mr.  Foulds  and  the $110,400  for  the  PSC-Member          rendered by  Mr.  Foulds  and  the $110,400  for  the  PSC-Member          photocopying costs),  plus interest calculated at  the legal rate          photocopying costs),  plus interest calculated at  the legal rate          (6% per annum), P.R. Laws Ann. tit. 31,   3025, from the dates of          (6% per annum), P.R. Laws Ann. tit. 31,   3025, from the dates of          the  respective  disbursements to  the  PSC  from the  litigation          the  respective  disbursements to  the  PSC  from the  litigation          expense  fund  established in  Pretrial Order  No.  127.   In due          expense  fund  established in  Pretrial Order  No.  127.   In due          course,  the Clerk shall  distribute the remitted  funds to those          course,  the Clerk shall  distribute the remitted  funds to those          plaintiffs who  prosecuted the  instant appeal, in  equal shares.          plaintiffs who  prosecuted the  instant appeal, in  equal shares.          In  turn,  these  plaintiffs  shall pay  their  respective  IRPAs          In  turn,  these  plaintiffs  shall pay  their  respective  IRPAs          whatever share of the rebated funds (if any) may be due the IRPAs          whatever share of the rebated funds (if any) may be due the IRPAs          under  their respective  contingent  fee contracts  for  services          under  their respective  contingent  fee contracts  for  services          rendered  in prosecuting this appeal.  In all other respects, the          rendered  in prosecuting this appeal.  In all other respects, the          district court order is  affirmed.  The parties shall  bear their          district court order is  affirmed.  The parties shall  bear their          own costs on appeal.  SO ORDERED.          own costs on appeal.  SO ORDERED.                                __ _______                                          48
