In Re: NFL Players' Concussion v. ( 2020 )

PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
_____________
No. 19-2085
_____________
In Re: NATIONAL FOOTBALL LEAGUE PLAYERS’
CONCUSSION INJURY LITIGATION
*Melvin Aldridge; Patrise Alexander; Charlie Anderson;
Charles E. Arbuckle; Cassandra Bailey, Individually and as
the Representative of the Estate of Johnny Bailey; Rod
Bernstine; Reatha Brown, Individually and as the
Representative of the Estate of Aaron Brown, Jr.; Curtis
Ceasar, Jr.; Larry Centers; Trevor Cobb; Darrell Colbert;
Elbert Crawford III; Christopher Crooms; Gary Cutsinger;
Jerry W. Davis; Tim Denton; Leland C. Douglas, Jr.; Michael
Dumas; Corris Ervin; Robert Evans; Doak Field; James
Francis; Baldwin Malcolm Frank; Derrick Frazier; Murray E.
Garrett; Clyde P. Glosson; Anthony Guillory; Roderick W.
Harris; Wilmer K. Hicks, Jr.; Patrick Jackson; Fulton
Johnson; Richard Johnson; Gary Jones; Eric Kelly; Patsy
Lewis, Individually and as the Representative of the Estate of
Mark Lewis; Ryan McCoy; Emanuel McNeil; Gerald
McNeil; Jerry James Moses, Jr.; Anthony E.
Newsom; Winslow Oliver; John Owens; Robert Pollard;
Derrick Pope; Jimmy Robinson; Thomas Sanders; Todd
Scott; Nilo Silvan; Matthew Sinclair; Dwight A. Scales;
Richard A. Siler; Frankie Smith; Eric J. Swann; Anthony
Toney; Herbert E. Williams; James Williams, Jr.; Butch
Woolfolk; Keith Woodside; Milton Wynn; James A. Young,
Sr.,
Appellants
*(Pursuant to Rule 12(a), Fed. R. App. P.)
______________
Appeal from the United States District Court
for the Eastern District of Pennsylvania
(D.C. Civil No. 2-12-md-02323)
District Judge: Honorable Anita B. Brody
______________
Submitted Under Third Circuit L.A.R. 34.1(a)
January 14, 2020
______________
Before: JORDAN, GREENAWAY, JR., and KRAUSE,
Circuit Judges.
(Opinion Filed: June 12, 2020)
Charles L. Becker
Kline & Specter
1525 Locust Street
19th Floor
Philadelphia, PA 19102
Lance H. Lubel
Adam Q. Voyles
Justin R. Goodman
Lubel Voyles LLP
2
675 Bering Drive
Suite 850
Houston, TX 77057
Mickey Washington
Washington & Associates
1314 Texas Ave.
Houston, TX 77002
James Carlos Canady
The Canady Law Firm
2323 South Shepherd Drive
Suite 805
Houston, TX 77019
Attorneys for Appellants
Scott A. George
Seeger Weiss
1515 Market Street
Suite 1380
Philadelphia, PA 19102
Samuel Issacharoff
New York University Law School
40 Washington Square South
New York, NY 10012
Diogenes P. Kekatos
Seeger Weiss
77 Water Street
8th Floor
New York, NY 10005
3
Christopher A. Seeger
Seeger Weiss
55 Challenger Road
6th Floor
Ridgefield Park, NJ 07660
Counsel for the Settlement Class
Brad S. Karp
Bruce A. Birenboim
Lynn B. Bayard
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Attorneys for Appellees
Orran L. Brown, Sr.
BrownGreer PLC
250 Rocketts Way
Richmond, VA 23231
Attorney for Non-Party Appellee Claims Administrator
______________
OPINION
______________
GREENAWAY, JR., Circuit Judge.
Football is a beloved American pastime; however, experts have
found that professional football players are at a significantly
increased risk for serious brain injury. This lawsuit is the latest
in a series of actions related to a settlement agreement (the
4
“Settlement Agreement”), which seeks to address the claims of
former players who believe they suffered brain damage while
playing football. Specifically, the Settlement Agreement is
between the National Football League (“NFL”) and a
subsidiary on one hand and specified, eligible retired NFL
players, respective claimants, and derivative claimants on the
other. The purpose of the Settlement Agreement is to provide
monetary awards to former players who receive a qualifying
diagnosis after following the necessary protocol outlined in the
Settlement Agreement.
Relevant to this appeal, the Settlement Agreement’s claims
administrator (the “Claims Administrator”) and the District
Court, respectively, created and adopted a set of clarifying,
revised rules relating to the “successful operation” of a specific
aspect of the monetary award program created by the
Settlement Agreement. A2. Appellants Melvin Aldridge and
59 other retired NFL players or their estates (“Appellants”)
appeal the District Court’s orders dated April 11, 2019, and
May 16, 2019 (collectively, the “Orders”), which adopted and
implemented the revised rules devised by the Claims
Administrator.
Appellants are concerned with four of those revised rules,
arguing that (1) the revised rules amended the Settlement
Agreement, and (2) alternatively, if the revised rules did not
amend the Settlement Agreement, the District Court abused its
discretion by adopting the four revised rules.1 Defendants-
1
Specifically, Appellants are concerned with revised rules 9,
10(b), 13(k), and 23. See infra footnote 9 (discussing the rules
in more detail). These four rules were all either additions to or
revisions of previously promulgated and adopted rules
clarifying an aspect of the Settlement Agreement. See Quick
5
Appellees National Football League and NFL Properties LLC,
successor-in-interest to NFL Properties, Inc. (collectively
“NFL-Appellees” or “Defendants”), and Appellee
BrownGreer PLC, the District Court-appointed Claims
Administrator, believe the District Court’s Orders were
correct. For the reasons set forth below, we will affirm the
Orders of the District Court.
Reference Guide: Qualified MAF Physician Rules, In re:
National Football League Players’ Concussion Injury
Litigation No. 2:12-md-02323 (E.D. Pa.),
https://www.nflconcussionsettlement.com/Docs/Rules_Qualif
ied_MAF_Physicians.pdf (last visited June 12, 2020)
(explaining that Revised Rules 9 and 23 are additions, that
Revised Rule 10(b) was a partial addition, and that Revised
Rule 13(k) was a revision). Herein, they will all be referred to
as “Revised Rules.”
6
I. FACTUAL AND PROCEDURAL BACKGROUND
A. The Settlement Agreement and the Rules Governing
Qualified Monetary Award Fund Physicians2
The Settlement Agreement at the heart of this case resolved a
class action lawsuit brought by former NFL players. See In re
Nat’l Football League Players’ Concussion Injury Litig., 821
F.3d 410, 420–25 (3d Cir. 2016), as amended (May 2, 2016)
(explaining the origin of the concussion lawsuits, providing
background on the Settlement Agreement, and affirming the
District Court’s class certification and approval of the
Settlement Agreement); see also In re Nat’l Football League
Players’ Concussion Injury Litig., 923 F.3d 96, 101 (3d Cir.
2019) (“Under the settlement agreement, approximately
200,000 class members gave up their claims in exchange for
potential proceeds from an uncapped settlement fund.”). The
2
For reference, and discussed below, a qualified monetary
award fund physician (“Qualified MAF Physician”) is, as
defined by the Settlement Agreement, “a board-certified
neurologist, board-certified neurosurgeon, or other board-
certified neuro-specialist physician, who is part of an approved
list of physicians authorized to make” specific diagnoses on
eligible retired NFL players seeking a monetary award under
the Settlement Agreement. A729. Per the Settlement
Agreement, an eligible, retired NFL player who seeks a
monetary award, for injuries sustained while playing football
for the NFL, must have a qualifying diagnosis from a pre-
approved physician. “The Qualified MAF Physicians across
the country . . . perform a crucial role in carrying out the
Settlement Program in examining Retired NFL Football
Players to determine if they have” any of the qualifying
diagnoses. A1157.
7
crux of the matter before us centers on whether the District
Court erroneously interpreted the Settlement Agreement by
finding that the Revised Rules were not amendments, or, if the
interpretation was sound and there were no amendments,
whether the District Court abused its discretion in adopting and
approving the Revised Rules governing qualified monetary
award fund physicians (“Qualified MAF Physicians”)
promulgated by the Claims Administrator. As we work
through this issue, three matters provide the critical backdrop
for our analysis: (1) the District Court’s continuing jurisdiction
and role regarding the Settlement Agreement, (2) the
Settlement Agreement’s program for submitting claims and
obtaining a monetary award, and (3) the Claims
Administrator’s role and duties.
First, Article XXVII of the Settlement Agreement focuses on
jurisdiction, and is aptly titled “Continuing Jurisdiction.”
A807. It details the District Court’s “continuing and exclusive
jurisdiction over” the Settlement Agreement’s “interpretation,
implementation, administration, and enforcement.” Id.
Specifically, it explains that the parties to the Settlement
Agreement, including “each Settlement Class Member, are
hereby deemed to have submitted to the exclusive jurisdiction
of [the District] Court for any suit, action, proceeding or
dispute arising out of, or relating to, this Settlement
Agreement.” Id.
Second, as we have already explained, the Settlement
Agreement establishes that former players must have a
qualifying diagnosis to be eligible for a monetary award
pursuant to the Settlement Agreement. See In re Nat’l Football
League, 923 F.3d at 101 (“In order to receive an award [per the
Settlement Agreement], a class member must first submit a
claim package including medical records reflecting a
8
qualifying diagnosis, among other things.”).3 Other than for
death with CTE, a player may obtain a qualifying diagnosis
necessary for a successful claim package from a Qualified
MAF Physician.4 A Qualified MAF Physician can provide a
diagnosis on a Level 1.5 neurocognitive impairment, a Level 2
neurocognitive impairment, Alzheimer’s disease, Parkinson’s
disease, and ALS. Further, a Qualified MAF Physician’s
diagnosis of Level 1.5 and Level 2 neurocognitive impairment
is to be “generally consistent” with the Baseline Assessment
3
There are six potential qualifying diagnoses: (1) Level 1.5
neurocognitive impairment, (2) Level 2 neurocognitive
impairment, (3) Alzheimer’s disease, (4) Parkinson’s disease,
(5) death with chronic traumatic encephalopathy (“CTE”), and
(6) Amyotrophic Lateral Sclerosis (“ALS”).
4
The Qualified MAF Physicians are chosen by the Claims
Administrator and must be approved by class counsel and
counsel for the NFL. Of note, “91% of the [eligible retired
NFL players] . . . live within 150 miles of one or more
Qualified MAF Physicians.” A1158. Further, and
alternatively, though not specifically relevant here, an eligible,
retired player could, in some instances, seek to obtain a
qualifying diagnosis of either a Level 1.5 neurocognitive
impairment or a Level 2 neurocognitive impairment from a
Baseline Assessment Program (“BAP”) provider. See In re
Nat’l Football League, 923 F.3d at 101 (explaining that players
“without a diagnosis prior to January 7, 2017, were required to
receive a diagnosis from a practitioner approved through the
settlement Baseline Assessment Program (BAP).”). Qualified
BAP Provider-diagnoses were to be made in accordance with
the Settlement Agreement’s criteria.
9
Program (“BAP”) diagnostic criteria as set forth in the
Settlement Agreement.5 If a player receives a qualifying
diagnosis and submits a claim package, the claim package is
then reviewed by the Claims Administrator who determines the
player’s monetary award. See id. (explaining that the Claims
Administrator reviews a claim package “for deficiencies,
investigates . . . claim[s] as appropriate, and . . . [determines]
whether the class member qualifies for a monetary award.
Either the class member or the NFL can then appeal the
monetary award determination. Only after any appeals are
completed does the Claims Administrator pay out the
individual’s award.”).
Third, in addition to defining the Claims Administrator, the
Settlement Agreement sets forth numerous duties for the
Claims Administrator to perform.6 For example, as mentioned,
the Claims Administrator processes and reviews claim
packages. The Claims Administrator also must “take all steps
necessary to faithfully implement and administer the
5
The BAP diagnostic criteria for Level 1.5 and Level 2
neurocognitive impairment are generalized guidelines
regarding what a diagnosis must include and consider, such as:
“The cognitive deficits do not occur exclusively in the context
of a delirium, acute substance abuse, or as a result of
medication side effects.” A819.
6
The Claims Administrator is defined as: “that person(s) or
entity, agreed to and jointly recommended by Co-Lead Class
Counsel and Counsel for the NFL Parties, and appointed by the
Court, to perform the responsibilities assigned to the Claims
Administrator under this Settlement Agreement, including,
without limitation, as set forth in Section 10.2.” A722. As
noted, BrownGreer PLC is the Claims Administrator.
10
Settlement Agreement,” A768, and must “establish and
implement procedures to detect and prevent fraudulent
submissions to, and payments of fraudulent claims from, the
Monetary Award Fund,” A770. Indeed, the Claims
Administrator “will also establish system-wide processes to
detect and prevent fraud, including, without limitation, claims
processing quality training and review and data analytics to
spot ‘red flags’ of fraud, including . . . the number of claims
from similar addresses or supported by the same physician or
office of physicians[.]” A774
Given these duties, the Claims Administrator is obligated,
should there be a need, to promulgate rules at various times
regarding the proper administration of the Settlement
Agreement. See, e.g., A1158–59 (explaining the
promulgation, in 2018, of 16 rules governing Qualified MAF
Physicians, “covering various aspects of physician enrollment
and training, submission of appointment and diagnosis
information, ethical requirements and suspension and
termination” (herein called, the “Rules Governing Qualified
MAF Physicians”)); see also Governing Rules, NFL
Concussion Settlement,
https://www.nflconcussionsettlement.com/Governing_Rules.a
spx (last visited June 12, 2020) (outlining sets of rules
governing the Settlement Program generally).7
7
Appellants did not appeal the Rules Governing Qualified
MAF Physicians when they were originally promulgated and
adopted, respectively, by the Claims Administrator and the
District Court.
11
B. The District Court and the Revised Rules Governing
Qualified MAF Physicians
Following a directive from the District Court, the Claims
Administrator developed, for review and approval,
clarifications and revisions regarding the already existing
Rules Governing Qualified MAF Physicians.8 Thus—to
“[i]mplement[] the [District] Court’s . . . [directive] and [in an]
effort[] to promote the successful operation of the network of
Qualified MAF Physicians”—the Revised Rules Governing
Qualified MAF Physicians (a/k/a the “Revised Rules”) were
developed. A1159.
Where the original Rules Governing Qualified MAF
Physicians sought to provide “greater clarity . . . to all
participants,” A1157, the goal of the Revised Rules was “to
help [the] Program deliver benefits quickly and correctly to
Settlement Class Members who deserve them,” A1159.
Specifically, the Revised Rules sought to: (1) provide clear
guidance to Qualified MAF Physicians, (2) reduce processing
delays, (3) help the program run efficiently, (4) further the
fairness of the program, and (5) get the medicine right. See
A1159–60. The District Court approved and adopted the
8
The District Court explained that after reviewing exhibits
submitted by parties in a separate but still related to the
Settlement Agreement-appeal, “a number of reports and
certifications submitted by Qualified MAF Physicians . . .
failed to set forth the doctor’s analysis as to why the diagnosis
of Level 1.5 Neurocognitive Impairment . . . or Level 2
Neurocognitive Impairment . . . was ‘generally consistent’ with
the BAP diagnostic criteria.” A1060.
12
Revised Rules on April 11, 2019 (i.e., the “April 11 Order”).
See A2.
The Revised Rules added an additional nine rules/revisions to
the previously created and approved Rules Governing
Qualified MAF Physicians—the original rules are not the
subject of this appeal and were not contested by the Appellants
in this case.
Relevant to this appeal are four of the nine rules: Revised Rule
9, Revised Rule 10(b), Revised Rule 13(k), and Revised Rule
23.9 Additionally, while former-Co-Lead Class Counsel and
9
Generally, with exceptions provided, Rule 9 is the “150-Mile
Rule for MAF Examinations,” requiring a player to see a
Qualified MAF Physician located within 150 miles of the
player’s primary residence. A8. Rule 10(b), again with
exceptions provided, concerns the “50-Mile Rule for
Examining Neuropsychologists” that requires a
neuropsychologist assisting a Qualified MAF Physician to be
located within 50 miles of the Qualified MAF Physician’s
office. A9. Rule 13(k), a sub-rule under “Avoidance of
Questionable Practices,” prevents a Qualified MAF Physician
from examining or diagnosing a player who is “represented by
a lawyer or law firm for whom or for which the Qualified MAF
Physician provides services as a consulting or testifying expert
witness.” A10–11. And Rule 23 falls under the general
category pertaining to “Assistance by the Claims
Administrator” and relates to the “[Appeals Advisory Panel
(“AAP”)] Leadership Council.” A13–14; see also A721
(defining, in § 2.1(g) of the Settlement Agreement, the AAP).
Rule 23 articulates the type of work the AAP Members can
assist with and who may appoint the AAP Members. See A14
(“Two AAP Members serve as the Claims Administrator’s
13
Class Counsel filed a Motion for Reconsideration of the April
11 Order adopting the Revised Rules, they did not file appeals
after the District Court denied their Motion for
Reconsideration on May 16, 2019 (i.e., the “May 16 Order”).
Thus, Appellants in this case—members of the class—are
appealing the District Court’s Orders.10 Appellants’ Notices of
Appeal were timely.
II. JURISDICTION AND STANDARD OF REVIEW
The District Court had original jurisdiction pursuant to 28
U.S.C. §§ 1331 and 1332, see In re Nat’l Football League, 775
F.3d 570, 574 (3d Cir. 2014), and it retained jurisdiction over
the administration of the Settlement Agreement, see, e.g., In
re Nat’l Football League., 923 F.3d at 109 (“Pursuant to the
settlement agreement and the District Court order approving
and adopting the agreement, the District Court retained the
authority to enforce the terms of, and administer, the
AAP Leadership Counsel to provide the Claims Administrator
advice and assistance on any medical issues arising in the
monitoring of the work of Qualified MAF Physicians. This
includes review of specific claims or groups of claims . . . to
determine compliance by Qualified MAF Physicians with the
Settlement Agreement[.]”).
10
As a point of interest, now sole-Class Counsel Christopher
A. Seeger submitted a 28(i) letter in this case. See generally
Class Counsel 28(i) letter dated Sept. 23, 2019. The 28(i) letter
concluded with Mr. Seeger adopting “the arguments and
authorities contained in the respective briefs of the Appellees
NFL Parties and Claims Administrator[.]” Id. at 3.
14
settlement.”). We have jurisdiction pursuant to 28 U.S.C.
§ 1291.
We review a district court’s interpretation of a contract for
clear error. In re Nat’l Football League, 923 F.3d at 107 n.8.
Clear error is a deferential standard of review. Karlo v.
Pittsburgh Glass Works, LLC, 849 F.3d 61, 86 (3d Cir. 2017).
We review a district court’s exercise of its “authority to
administer and implement a class action settlement for abuse
of discretion.” In re Diet Drugs Prods. Liab. Litig., 543 F.3d
179, 184 n.10 (3d Cir. 2008). “[T]o find an abuse of discretion
the District Court’s decision must rest on ‘a clearly erroneous
finding of fact, an errant conclusion of law or an improper
application of law to fact.’” Id. (quoting In re Nutraquest, Inc.,
434 F.3d 639, 645 (3d Cir.2006)).
III. ANALYSIS
We will affirm the District Court’s Orders. First, the District
Court correctly determined—after interpreting the contract—
that Revised Rules 9, 10(b), 13(k), and 23 are permissible
clarifications created for the Settlement Agreement’s proper
and successful administration—for example, to prevent
fraud—and were not amendments. See A1-2, 19-23 (the
Orders); see also A807 (detailing in Article XXVII of the
Settlement Agreement the District Court’s “continuing and
exclusive jurisdiction over” the Settlement Agreement’s
“interpretation, implementation, administration, and
enforcement” (emphasis added)); see also In re Nat’l Football
League, 923 F.3d at 107 n.8 (restating that contract
interpretation is reviewed for clear error). Second, the District
Court’s adoption of the Revised Rules and continued
administration of the Settlement Agreement was reasonable
and does not constitute an abuse of discretion. Id. at 108
15
(noting the District Court’s “broad jurisdiction to administer
the settlement and resolve issues relating to it”); see also In re
Diet Drugs, 543 F.3d at 184 n.10.
A. The District Court’s Interpretation of the Settlement
Agreement Was Not Clearly Erroneous
The District Court’s interpretation of the Settlement
Agreement, and its determination that Revised Rules 9, 10(b),
13(k), and 23 did not constitute amendments, was not clearly
erroneous. See In re Nat’l Football League, 923 F.3d at 107
n.8; see also A809 (requiring Class Counsel’s written consent
for any “change, modification, amendment, or addition” to the
Settlement Agreement). District courts may interpret contracts
to determine whether alterations to bargained-for terms have
occurred. See, e.g., Cendant Corp. Prides Litig., 233 F.3d 188,
189, 193 (3d Cir. 2000) (affirming the district court’s
interpretation of a settlement agreement in a securities class
action suit, and finding the district court’s interpretation of the
agreement was not clearly erroneous and that the deadline for
submitting claims was not part of the parties’ bargained-for-
agreement and thus could be changed); see also Sullivan v. DB
Invs., Inc., 667 F.3d 273, 312 (3d Cir. 2011) (noting that a
district court cannot “modify the terms of
a voluntary settlement agreement between parties” (citation
and emphasis omitted)); Collins v. Educ. Therapy Ctr., 184
F.3d 617, 621 (7th Cir. 1999) (rejecting “the notion . . . that the
court effectively amended the settlement . . . [because the]
order does not alter the terms of the settlement.”).
Here, the District Court correctly interpreted the Settlement
Agreement and found that what was promised to eligible
players, in part, was the ability to see a Qualified MAF
16
Physician. See, e.g., A21 (finding for example that “Retired
Players have [no] absolute right to choose a MAF Physician,”
only the right to go to one and receive a diagnosis (emphasis
added)). Revised Rules 9, 10(b), 13(k), and 23 do not negate
that promise. Rather, they provide clarifications as to how
Qualified MAF Physicians may be seen, how diagnoses are to
be made ethically, and how diagnoses are to be reviewed
efficiently.
Indeed, as explained by the District Court, Revised Rules 9,
10(b), 13(k), and 23 were permissible clarifications that
“facilitate the efficient and successful operation of the network
of Qualified MAF Physicians.” A2. The “Revised Rules
advance the fundamental goal of the Settlement: to process all
meritorious claims as efficiently as possible, while ensuring
non-meritorious claims are not paid.” A20. Thus, as the
Revised Rules do not change any fundamental purpose of the
Agreement, and only help to facilitate its successful
administration, there was no clear error in the District Court’s
interpretation and conclusion. See In re Cendant Corp. Prides
Litig., 233 F.3d at 193 (applying the clearly erroneous standard
to contract interpretation, which is a question of fact).
Specifically, Revised Rules 9 and 10(b) denote geographical
restrictions that eligible retired NFL players must abide by
when obtaining a diagnosis (i.e., how far a player may travel to
see a doctor, provided there are certain exceptions). The
geographical restrictions found in Revised Rules 9 and 10(b)
are consistent with the Settlement Agreement’s general and
broad mandate that a qualifying diagnosis must be made by a
Qualified MAF Physician.
As the District Court correctly noted, there is no language in
the Settlement Agreement that gives a retired NFL player a
17
“unilateral right to choose a MAF Physician.” A21. “[W]hile
Retired Players have the choice of seeking certain Qualifying
Diagnoses from . . . MAF Physicians, Retired Players do not
have an unfettered right to choose their . . . MAF Physician.”
A21 (emphasis added). Further, Revised Rules 9 and 10(b)
were designed not to curtail a player’s ability to see a Qualified
MAF Physician but to prevent potentially fraudulent diagnoses
by stopping “forum shopping” for favorable, and potentially
unethical, MAF physicians. A22. As such, these two rules
directly relate to the concern that certain class members were
traveling far distances to see specific doctors that might
provide favorable diagnoses. These two rules are not
prohibited by any term of the Settlement Agreement, and the
District Court’s interpretation—that these rules do not amend
or alter the Agreement—was not clearly erroneous.
Revised Rule 13(k) likewise seeks to eliminate or reduce
potential conflicts of interest by preventing a retired NFL
player from seeing a physician who works with the player’s
law firm as a consultant or testifying expert witness. Revised
Rule 13(k) likewise, as the District Court found, is not an
amendment to the Settlement Agreement that alters its effect,
but “is a commonsense rule designed to remove a possible
conflict of interest from the claims process.” A23. Nowhere
does the Settlement Agreement state that eligible players must
be permitted to see doctors with potential conflicts of interest.
Revised Rule 13(k) thus helps the Settlement Program remain
ethically sound and is not an alteration to the terms of
Settlement Agreement. Collins, 184 F.3d at 621.
Finally, Revised Rule 23 “merely formalizes part of the role of
the AAP,” A23, and assists the Claims Administrator to carry
out its duties to detect and prevent fraud. See, e.g., A759 (“The
Claims Administrator will have the discretion to undertake or
18
cause to be undertaken further verification and investigation . .
. of any Claim Package . . . .”). Subsection 2.1(g) of the
Settlement Agreement explains that AAP members may
“advise the Court or the Special Master with respect to medical
aspects of the Class Action Settlement,” A721, and Revised
Rule 23 provides details on how that can occur, such as, two
AAP members will “serve as the Claims Administrator’s AAP
Leadership Counsel to provide . . . advice and assistance on
any medical issues arising in the monitoring of the work of
Qualified MAF Physicians” and may “review . . . specific
claims . . . to determine compliance by Qualified MAF
Physicians.” A14. Therefore, Revised Rule 23, as the District
Court also correctly found, “is not a change to the Settlement
Agreement, but only formalizes one of the Settlement’s
provisions” (i.e., the specific way that AAP members can help
the Claims Administrator fulfil its role and successfully
determine that players and doctors are complying with the
Settlement Agreement’s provisions). A23.
B. The District Court Did Not Abuse Its Discretion
When Adopting the Revised Rules11
We have already recognized the District Court’s broad
jurisdiction over the Settlement Agreement’s administration.
In re Nat’l Football League, 923 F.3d at 102 (citing to § 27.1
of the Settlement Agreement that details the District Court’s
“continuing and exclusive jurisdiction over . . . [a]ny disputes
or controversies arising out of, or related to, the interpretation,
implementation, administration, and enforcement of th[e]
Settlement Agreement”). Similarly, per the Settlement
11
We note that Appellants apparently argue that only the
adoption of Rules 9 and 10(b) constituted an abuse of
discretion, and thus speak to those two rules herein.
19
Agreement, the Claims Administrator must “take all steps
necessary to faithfully implement and administer the
Settlement Agreement[.]” A768; see also A770 (detailing the
“Roles and Responsibilities” of the Claims Administrator). It
is thus abundantly clear that under the Settlement Agreement,
the District Court and the Claims Administrator had the
authority to request clarifying revised rules—which do not
alter the Agreement—that would permit the efficient
administration of the Settlement Agreement, including but not
limited to the prevention of fraudulent activities. See, e.g.,
A770 (directing the Claims Administrator to “establish and
implement procedures to detect and prevent fraudulent
submissions to, and payments of fraudulent claims from, the
Monetary Award Fund”). The District Court’s directive to the
Claims Administrator and adoption of the Revised Rule was
thus not unreasonable and does not constitute an abuse of
discretion. See In re Diet Drugs, 543 F.3d at 184 n.10.
The Revised Rules were, as the District Court explained,
adopted to “facilitate the efficient and successful operation of
the network of Qualified MAF Physicians.” A2. Indeed, the
rationale for the initial Rules Governing Qualified MAF
Physicians, communicated by the neutral Claims
Administrator, was “[t]o promote certainty and uniformity in
[the Physicians’] performance.” A1158. Thus, the Revised
Rules were designed “to help th[e] [Settlement] Program
deliver benefits quickly and correctly to Settlement Class
Members who deserve them.” A1159. This aligns with the
District Court’s January 9, 2019 mandate that the Claims
Administrator should develop clarifications regarding the then
existing Rules Governing Qualified MAF Physicians, as well
as with the provisions of the Settlement Agreement itself that
20
direct the Claims Administrator to ferret out fraud and promote
the efficient administration of the Agreement.
As such, it is clear that the Revised Rules were created, in part,
due to the Claims Administrator’s concerns, after having
reviewed many claim submissions, that there were certain
“clients of a law firm traveling thousands of miles to see the
same physician rather than those available to them in their
hometowns and excessively high numbers and rates of payable
diagnoses from those doctors[.]” A1160–61. Therefore,
because the Revised Rules were not amendments to the
Settlement Agreement, and because the Revised Rules aided
the proper administration of the Settlement Agreement, the
District Court acted reasonably in adopting the Revised Rules.
In re Diet Drugs, 543 F.3d at 184 n.10.
IV. CONCLUSION
For the reasons set forth above, we will affirm the District
Court’s April 11 and May 16 Orders.
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