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CLASS ACTION COMPLAINT

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UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN

JOSEPH BUDRIUNAS, on behalf of himself and all others similarly situated, Plaintiff, vs. DENSO CORPORATION, and DENSO INTERNATIONAL AMERICA, INC, Defendants.

) ) ) ) ) ) ) ) ) ) ) ) )

Case No. CLASS ACTION COMPLAINT FOR DAMAGES AND INJUNCTIVE RELIEF JURY TRIAL DEMANDED

Joseph Budriunas (“Plaintiff”), on behalf of himself and all those similarly situated,

brings this action to recover damages and to obtain injunctive and other relief pursuant to

federal antitrust laws and state antitrust, unfair competition, and consumer protection laws

against Defendants Denso Corporation, and Denso International America, Inc. (collectively

“Denso” or “Defendants”), which are or were operating in the markets selling automobile parts

to original equipment manufacturers (“OEM”) and suppliers consisting of Heating Control

Panels in the United States between January 2000 and February 2010. Plaintiff demands a trial

by jury and alleges the following on information and belief.

NATURE OF THE ACTION

1. This case arises out of a conspiracy among Defendants and their co-conspirators

with the purpose and effect of fixing prices in the market for Heating Control Panels (as

defined below). During the Class Period (as defined below), and earlier, Defendants

contracted, combined or conspired to fix, raise, maintain and/or stabilize prices and allocate

customers for Heating Control Panels in the United States and globally, the purpose and effect

of which is to maintain supracompetitive prices, by means and mechanisms described herein.

As set forth below, the conspiracy was carried out during meetings and conversations between

and among executives and employees of Defendants and their co-conspirators who have

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communicated with one another to fix prices and allocate customers in a massive, decade-long

conspiracy targeted at the United States automotive industry.

2. This case is brought as a class action on behalf of all persons and entities who

purchased Heating Control Panels from firms that purchased Heating Control Panels directly

from one or more of the Defendants or their co-conspirators, during the period from and

including January 2000 up to and including February 2010 (hereinafter, the “Class Period”).

3. As alleged herein, Defendants and other co-conspirators (as yet unknown)

explicitly agreed with each other to charge inflated prices for Heating Control Panels. Price

increases during the Class Period were the result of conspiratorial and anticompetitive

discussions among Defendants and other co-conspirators to fix prices. Defendants and other

co-conspirators also engaged in a combination and conspiracy among themselves to allocate

customers in specific communications between each other.

4. As a direct and proximate result of the unlawful conduct and price-fixing

conspiracy of Defendants and their co-conspirators, as alleged in this Complaint, Plaintiff and

the other members of the Classes (defined below) have paid more during the Class Period for

Heating Control Panels than they otherwise would have paid in a competitive market, and

therefore have suffered injury their businesses and property.

5. Plaintiff has been an indirect purchaser of Heating Control Panels from Denso

during the Class Period. Plaintiff brings this lawsuit as a class action pursuant to Section 16 of

the Clayton Act (15 U.S.C. § 26) to obtain injunctive relief and to recover damages arising

from Defendants’ violations of Section 1 of the Sherman Act (15 U.S.C. § 1). Plaintiff also

asserts claims for actual and exemplary damages pursuant to state antitrust, unfair competition,

and consumer protection laws, and seeks to obtain restitution, recover damages and secure

other relief against Defendants for violation of those state laws. Plaintiff and the Classes also

seek attorneys’ fees, costs, and other expenses under federal and state law.

PLAINTIFF

6. Plaintiff Budriunas is a California resident who purchased a Heating Control

Panel indirectly from one or more of the Defendants and their co-conspirators, and suffered



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injury as a result of Defendants’ unlawful conduct.

7. The price Plaintiff paid for his Heating Control Panel was greater than the price

he would have paid in the absence of Defendants’ unlawful conduct alleged herein. Plaintiff

has therefore been injured in his business and property by reason of Defendants’ antitrust

violations. Plaintiff brings this lawsuit as a class action on behalf of himself and all persons

and entities that purchased Heating Control Panels from firms that purchased Heating Control

Panels directly from one or more of the Defendants or their co-conspirators during the Class

Period.

DEFENDANTS

8. Defendant DENSO CORPORATION (“Denso-Japan”) is a Japanese company

with its principal place of business at 1-1, Showa-cho, Kariya, Aichi 448-8661, Japan. Denso-

Japan manufactured, marketed and/or sold Heating Control Panels that were purchased

throughout the United States, including in this district, during the Class Period.

9. Defendant DENSO INTERNATIONAL AMERICA, INC. (“Denso-America”)

is a Delaware company with a principal place of business at 24777 Denso Dr., Southfield,

Michigan 48033. Denso America is a wholly-owned and controlled subsidiary of Denso-Japan.

Denso America manufactured, marketed and/or sold Heating Control Panels that were

purchased throughout the United States, including in this district, during the Class Period.

10. Defendants Denso-Japan and Denso-America and are referred to collectively

herein as “Denso.”

11. To the extent that subsidiaries, divisions and other affiliates within Defendants’

corporate families sold or distributed Heating Control Panels, these related entities played a

material role in the conspiracy alleged in this complaint because Defendants wished to ensure

that the prices paid for such Heating Control Panels would not undercut the artificially raised

and inflated pricing that was the aim and intended result of Defendants’ coordinated and

collusive behavior as alleged herein. Thus, all such entities within the corporate family were

active, knowing participants in the conspiracy alleged herein, and their conduct in selling,

pricing, distributing and collecting monies from Plaintiff and the members of the Classes for



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Heating Control Panels was known to and approved by their respective corporate parent named

as a Defendant in this complaint.

AGENTS AND CO-CONSPIRATORS

12. The acts alleged against the Defendants in this Complaint were authorized,

ordered, or done by their officers, agents, employees, or representatives, while actively engaged

in the management and operation of Defendants’ businesses or affairs.

13. Various persons and/or firms not named as defendants herein may have

participated as co-conspirators in the violations alleged herein and may have performed acts

and made statements in furtherance thereof.

14. Each Defendant acted as the principal, agent, or joint venturer of, or for, other

Defendants with respect to the acts, violations, and common course of conduct alleged by

Plaintiff.

JURISDICTION AND VENUE

15. Plaintiff brings this action under Section 16 of the Clayton Act (15 U.S.C. § 26)

to obtain injunctive relief and to recover damages arising from Defendants’ violations of

Section 1 of the Sherman Act (15 U.S.C. § 1). Plaintiff also asserts claims for actual and

exemplary damages pursuant to state antitrust, unfair competition, and consumer protection

laws, and seeks to obtain restitution, recover damages and secure other relief against

Defendants for violation of those state laws. Plaintiff and the Classes also seek attorneys’ fees,

costs, and other expenses under federal and state law.

16. Jurisdiction is conferred upon this District pursuant to Section 16 of the Clayton

Act (15 U.S.C. § 26), Section 1 of the Sherman Act (15 U.S.C. § 1), and 28 U.S.C. §§ 1331 and

1337. This court has subject matter jurisdiction over the state law claims in this action pursuant

to 28 U.S.C. §§ 1332(d) and 1367, as this is a class action in which the matter or controversy

exceeds the sum of $5,000,000, exclusive of interests and costs, and in which some members of

the proposed Classes are citizens of different states than some Defendants.

17. Venue is proper in this District pursuant to Section 12 of the Clayton Act (15

U.S.C. § 22), and pursuant to 28 U.S.C. § 1391(b), (c) and (d), because at all times relevant to



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the Complaint, Defendants transacted business, were found, or acted through subsidiaries or

agents present in this District. Additionally, a substantial part of the interstate trade and

commerce involved and affected by the alleged violations of the antitrust laws was and is

carried on in part within this District. The acts complaint of have had, and will have,

substantial anti-competitive effects within this District.

18. This Court has in personam jurisdiction over each of the Defendants because,

inter alia, each of the Defendants: (a) committed acts in furtherance of the conspiracy alleged

herein in this District and directed the unlawful conspiracy through persons and entities located

in this District, including fixing the prices of Heating Control Panels sold to purchasers in this

District; (b) transacted business in Heating Control Panels in this District; (c) maintains and has

maintained continuous and systemic contacts with this District over a period of years; (d)

purposefully availed itself of the benefits of doing business in this District. Accordingly, each

of the Defendants maintains minimum contacts with this District more than sufficient to subject

it to service of process and sufficient to comply with due process of law.

FACTUAL ALLEGATIONS

TIER 1 AUTOMOBILE PARTS

19. The claims within this Complaint arise out of the closed and consolidated nature

of the market for automobile parts. Original equipment manufacturers (“OEMs”), for example

Ford, General Motors Corporation, Toyota Motor Corporation, Honda, and Nissan, do not

design and manufacture most of the parts and sub-systems that are in the modern automobile,

which resembles a computer on wheels. A handful of entities, commonly referred to as Tier 1

suppliers, dominate the market for sub-systems that are installed into vehicles by the OEMs.

20. As explained herein, when the parties agreed to fix the prices for Heating

Control Panels, they also collaborated with some of the same co-conspirators to fix the prices

for other automobile parts, such as electronic control units. As a result of the relationships

developed between Denso and its co-conspirators in fixing the prices for one product, some of

the conspirators agreed to fix the market for similar products as part of the same conspiracy.

21. A Morgan Stanley report in November 2011 estimated the ongoing global probe



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“covers several components/end-markets within the auto sector and we believe (it) includes up

to 80 suppliers” in at least five specific industry segments of the auto supply chain.

i.

HEATING CONTROL PANELS

22. Heating Control Panels are located in the center console of an automobile and

control the temperature of the interior environment of a vehicle.

23. Heating Control Panels are installed by automobile original equipment

manufacturers (“OEMs”) in new cars as part of the automotive manufacturing process. They

are also installed in cars to replace worn out, defective or damaged Heating Control Panels.

ii.

THE NATURE OF THE TIER 1 AUTOMOTIVE SUPPLIER INDUSTRY

24. For new cars, OEMs—mostly large automotive manufacturers—purchase

Heating Control Panels directly from Defendants. As part of their supply chain and

procurement process, major OEMs issue Requests for Quotation (“RFQs”) to automotive parts

suppliers on a model-by model basis for model-specific Heating Control Panels.

25. RFQs are a standard business practice that allows automotive parts suppliers to

submit price quotations or bids on specific products or services.

26. Foreign automobile manufacturers participate in RFQs to procure parts for U.S.-

manufactured vehicles both abroad and in the United States.

27. Automobile manufacturers’ RFQs typically include specifications and other

relevant information for each automotive product. In response to RFQs, automotive parts

suppliers submit price quotations, or bids, to automobile manufacturers to be considered for an

award.

28. After receiving RFQs from each respective bidder, automotive manufacturers

then award the business to the selected automotive parts suppliers for its annual requirements or

the lifespan of the vehicle model.

29. Defendants and other automotive parts suppliers submit quotations, or bids, to

OEMs in response to RFQs, and the OEMs usually award the business to the selected



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automotive parts supplier for four to six years. Typically, the bidding process begins

approximately three years prior to the start of production of a new model. Japanese OEMs

procure parts for U.S.-manufactured vehicles both in Japan and the United States. Defendants

and their co-conspirators supplied Heating Control Panels to OEMs for installation in vehicles

manufactured and sold in the United States and elsewhere. Defendants and their co-

conspirators manufactured Heating Control Panels (a) in the United States for installation in

vehicles manufactured and sold in the United States, (b) in Japan for export to the United States

and installation in vehicles manufactured and sold in the United States, and (c) in Japan for

installation in vehicles manufactured in Japan for export to and sale in the United States.

iii.

HIGH BARRIERS TO ENTRY

30. In a competitive market, economies of scale and decreasing costs would lead to

lower prices because manufacturers typically will reduce pricing rather than lose market share.

31. In a market subject to a conspiracy to fixed prices, however, competitors do not

have the same incentive to lower prices despite steady or decreasing input costs because based

on a conspiratorial agreement, there is a smaller risk of losing sales to lower-priced

competitors.

32. A collusive arrangement that raises product prices above competitive levels

would, under basic economic principles, attract new entrants seeking to benefit from the supra-

competitive pricing. Where, however, there are significant barriers to entry, new entrants are

less likely. Thus, high barriers to entry help to facilitate the formation and maintenance of a

cartel.

33. There are high barriers to entry into the Heating Control Panels market that

preclude, reduce, or make more difficult entry into the Heating Control Panels market. It is

critically important for parts suppliers to maintain minimum viable scale in order to efficiently

produce parts within the price and quantity parameters established by the major OEMs. As

such, loss of a supplier of choice position could have severe consequences to the business

models of Defendants and their co-conspirators.



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34. In addition, Denso owns several patents for the component parts that make up

Heating Control Panels. These patents place a significant and costly burden on potential new

market entrants, who must avoid infringing on the patents when entering the Heating Control

Panels market with a new product.

iv.

INELASTIC DEMAND

35. “Elasticity” is a term used to describe the sensitivity of supply and demand to

changes in one or the other. For example, demand is said to be “inelastic” if an increase in the

price of a product results in only a small, decline in the quantity sold of that product, if any. In

other words, customers have nowhere to turn for alternative, cheaper products of similar

quality, and so continue to purchase despite a price increase.

36. For a cartel to profit from raising prices above competitive levels, demand must

be relatively inelastic at competitive prices. Otherwise, increased prices would result in

declining sales, revenues and profits, as customers purchased substitute products or declined to

buy altogether.

37. Demand for Heating Control Panels is relatively inelastic because there are no

close substitutes for these products. In addition, customers must purchase Heating Control

Panels as an essential part of a vehicle, even if the prices are kept at a supracompetitive level.

v.

DEFENDANTS HAD AMPLE OPPORTUNITIES TO CONSPIRE

38. Defendants attended industry events where they had the opportunity to meet

with co-conspirators, have improper discussions under the guise of legitimate business

contacts, and perform acts necessary for the operation and furtherance of the conspiracy. For

example, Defendants have regularly attended the annual Detroit Auto Show, which provided

the means and opportunity to further the conspiracy alleged herein.

vi.

ACTS IN FURTHERANCE OF THE CONSPIRACY

39. During the Class Period, Defendants and their co-conspirators formed an



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international cartel to suppress and eliminate competition for Heating Control Panels by

agreeing to rig bids for, and to fix, stabilize, and/or maintain the prices of Heating Control

Panels.

40. Defendants and their co-conspirators participated in meetings, conversations,

and communications in the United States and abroad to discuss bids and price quotations of

Heating Control Panels to be submitted to automobile manufacturers in the United States.

41. Defendants and their co-conspirators agreed during those meetings,

conversations, and communications to allocate the supply of Heating Control Panels sold to

automobile manufacturers in the United States.

42. Defendants and their co-conspirators agreed during those meetings,

conversations, and communications to coordinate price adjustments requested by automobile

manufacturers in the United States.

43. Defendants and their co-conspirators submitted bids, price quotations, and price

adjustments to automobile manufacturers in the United States in accordance with their

conspiratorial agreements.

44. Defendants knew and intended that their pricing actions regarding their sales of

Heating Control Panels to automobile manufacturers would have a direct and correlated impact

on prices for Heating Control Panels for all buyers or purchasers of Heating Control Panels

throughout the United States.

45. Defendants and their co-conspirators held meetings and conversations in the

United States to monitor and police the agreed-upon bid-rigging and price-fixing conspiracy.

46. Defendants and their co-conspirators undertook measures to maintain the

secretive nature of their unlawful conduct, including but not limited to, using code names and

meeting at private residences or remote locations.

vii.

EFFORTS TO ENFORCE THE CONSPIRACY

47. Defendants also undertook efforts to police the conspiracy. Participants

followed up after discussions with competitors to see if the specific price increases and



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effective dates were actually being implemented.

viii.

TRADE ASSOCIATIONS AND BUSINESS ORGANIZATIONS

48. Various industry trade organizations or events facilitated Defendants’ illegal

conduct. Representatives of Defendants and their co-conspirators attended industry events that

provided the opportunity to meet, disguise their improper discussions, and perform acts in

furtherance of the conspiracy. For example, Defendants and their co-conspirators have

regularly attended the annual North American International Auto Show (“NAIAS”) in Detroit,

Michigan and the Automotive Aftermarket Products Expo in Las Vegas, Nevada. Indeed,

according to the NAIAS website, Defendant Denso was a premier sponsor of the 2012 event

held from January 9 to January 22.

49. Representatives of Defendants and their co-conspirators disguised their

attendance at these events as information gathering and merely used them as an opportunity to

fix prices and divvy up customers in person.

50. Representatives of Defendants and their co-conspirators not only had no

intention of learning about the market at these meetings, they essentially controlled the market,

and attended these meetings to further demonstrate their control.

ix.

GOVERNMENT INVESTIGATIONS

51. A globally coordinated antitrust investigation has been taking place in the

United States, Europe, and Japan, aimed at Tier 1 suppliers/producers of Heating Control

Panels and other automobile parts.

52. The investigation began in Europe as the result of several European OEMs

joining together to bring a complaint to the European Commission (“EC”). One of the OEMs

failed to attract competitive bids for automotive wire harness systems, leading the company to

join with several other carmakers to take their complaint to the EC.

53. On February 8, 2010, the EC executed surprise raids at the European offices of

several automotive parts makers as part of an investigation into anti-competitive conduct



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related to the manufacturing and sale of certain automotive parts. The EC also carried out

additional raids at the European offices of several automotive parts makers on June 7, 2010.

Specifically, EC investigators raided the offices of Leoni AG, S-Y Systems Technologies

Europe GmbH, and Yazaki Corporation (“Yazaki”). An EC official said in a statement that

“[t]he Commission has reason to believe that the companies concerned may have violated

European Union antitrust rules that prohibit cartels and restrictive business practices.”

54. Also in February 2010, the Japanese Fair Trade Commission (“JFTC”) raided

the Tokyo offices of Furukawa Electric Co. (“Furukawa”), Ltd., Sumitomo Electric Industries,

Ltd., and Yazaki as part of an expansive investigation into collusion in the automotive industry

dating back to at least 2003.

55. On July 20, 2011, the JFTC raided seven Japanese auto parts makers, including

Defendant Denso Corporation. The Japan Times reported that the JFTC “suspects the parts

manufacturers had meetings from 2002 or earlier to set parts prices and decided which

companies would win contracts before bidding for orders from automakers.”

56. The United States Department of Justice (“DOJ”) also has been conducting an

investigation of potential antitrust activity and coordinating its investigation with the antitrust

regulators in Europe. “The antitrust division is investigating the possibility of anticompetitive

cartel conduct of automotive electronic component suppliers,” Justice Department

Spokeswoman Gina Talamona said.

57. Indeed, on February 23, 2010, around the same time as the raids by the Japanese

and European competition authorities, investigators from the FBI raided three Detroit-area

Japanese auto parts makers as part of a federal antitrust investigation. The FBI executed

warrants and searched the offices of these companies, including Denso’s subsidiary in

Southfield, Michigan, Denso International America, Inc. Special Agent Sandra Berchtold said

the affidavits supporting issuance of the warrants were sealed in federal court.

58. To obtain search warrants, the United States was legally required to have

probable cause, accepted by a magistrate, to believe that it would obtain evidence of an

antitrust violation as a result of executing the search warrant. In other words, the United States



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had to have evidence sufficient to warrant a person of reasonable caution to believe that raiding

the offices of a seemingly lawful business would uncover evidence of antitrust violations, and

that claimed evidence must have been examined and accepted by a magistrate. That belief,

which was recounted in sworn affidavits or testimony, must be grounded on reasonably

trustworthy information.

x.

DENSO GUILTY PLEA

59. The DOJ announced on January 30, 2012, that Denso has agreed to pay a total

of $78 million in criminal fines and plead guilty to a two count criminal information charging

Denso with: (1) participating in a combination and conspiracy with its co-conspirators to

suppress and eliminate competition in the automotive parts industry by agreeing to rig bids for,

and to fix, stabilize, and maintain the prices of Heating Control Panels sold to an automobile

manufacturer in the United States and elsewhere from at least as early as January 2000 and

continuing until at least February 2010 in violation of the Sherman Act, 15 U.S.C. § 1; and (2)

participating in a combination and conspiracy with its co-conspirators to suppress and eliminate

competition in the automotive parts industry by agreeing to rig bids for, and to fix, stabilize,

and maintain the prices of electronic control units sold to an automobile manufacturer in the

United States and elsewhere from at least as early as January 2000 and continuing until at least

February 2010 in violation of the Sherman Act, 15 U.S.C. § 1.

60. According to the criminal information filed against Denso, Denso and its co-

conspirators carried out the conspiracies by:

(a) Participating in meetings, conversations, and communications in the United

States and Japan to discuss the bids and price quotations to be submitted to certain

automobile manufacturers in the United States and elsewhere;

(b) Agreeing, during those meetings, conversations, and communications, on bids

and price quotations to be submitted to certain automobile manufacturers in the United

States and elsewhere;

(c) Agreeing, during those meetings, conversations, and communications, to



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allocate the supply of Heating Control Panels sold to certain automobile manufacturers

in the United States and elsewhere on a model-by-model basis;

(d) Agreeing, during those meetings, conversations, and communications, to

coordinate price adjustments requested by certain automobile manufacturers in the

United States and elsewhere;

(e) Submitting bids, price quotations, and price adjustments to certain automobile

manufacturers in the United States and elsewhere in accordance with the agreements

reached;

(f) Selling Heating Control Panels to certain automobile manufacturers in the

United States and elsewhere at collusive and noncompetitive prices;

(g) Accepting payment for Heating Control Panels sold to certain automobile

manufacturers in the United States and elsewhere at collusive and noncompetitive

prices;

(h) Engaging in meetings, conversations, and communications in the United States

and elsewhere for the purpose of monitoring and enforcing adherence to the agreed-

upon bid-rigging and price-fixing scheme; and

(i) Employing measures to keep their conduct secret, including but not limited to

using code names and meeting at private residences or remote locations.

61. The plea agreement was an outgrowth of the DOJ’s initial charges in its ongoing

international cartel investigation of price-fixing and bid rigging in the automotive parts

industry.

xi.

OTHER GUILTY PLEAS IN THE AUTOMOTIVE PARTS INDUSTRY

62. In addition to the Denso guilty plea, other automotive parts makers and

individuals have entered into plea agreements relating to their participation in conspiracies to

fix prices and rig bids for automotive parts.

63. On January 30, 2012, the DOJ announced that Yazaki had agreed to pay a $470

million criminal fine, the second largest criminal fine obtained for a Sherman Act antitrust



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violation, and plead guilty to a three count criminal information charging Yazaki with: (1)



and maintain the prices of, automotive wire harnesses and related products sold to certain

automobile manufacturers in the United States and elsewhere from at least as early as January

2000 and continuing until at least February 2010 in violation of the Sherman Act, 15 U.S.C. § 1

(2) participating in a combination and conspiracy with its co-conspirators to suppress and

eliminate competition in the automotive parts industry by agreeing to rig bids for, and to fix,

stabilize, and maintain the prices of, instrument panel clusters sold to certain automobile

manufacturers in the United States and elsewhere from at least as early as December 2002 and

continuing until at least February 2010 in violation of the Sherman Act, 15 U.S.C. § 1; and (3)



and maintain the prices of, fuel senders sold to an automobile manufacturer in the United States

and elsewhere from at least as early as March 2004 and continuing until at least February 2010

in violation of the Sherman Act, 15 U.S.C. § 1.

64. Four executives from Yazaki (all Japanese nationals) – Tsuneaki Hanamura,

Ryoji Kuwai, Shigeru Ogawa, and Hisamitsu Takada – also have pleaded guilty to their

participation in a conspiracy to suppress and eliminate competition in the automotive parts

industry by agreeing to rig bids for, and to fix, stabilize, and maintain the prices of automotive

wire harnesses sold to certain automobile manufacturers in the United States and elsewhere in

violation of the Sherman Act, 15 U.S.C. § 1. These four executives of Yazaki will serve prison

time ranging from 15 months to two years. The two-year sentences would be the longest term

of imprisonment imposed on a foreign national voluntarily submitting to U.S. jurisdiction for a

Sherman Act antitrust violation.

65. On September 29, 2011, the DOJ announced that Furukawa had agreed to plead

guilty and to pay a $200 million fine for its role in a criminal price-fixing and bid-rigging

conspiracy involving the sale of automotive wire harnesses and related products to automobile



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manufacturers. Three executives, who are Japanese nationals, also agreed to plead guilty and

to serve prison time in the United States ranging from a year and a day to 18 months.

66. “As a result of this international price-fixing and bid-rigging conspiracy,

automobile manufacturers paid noncompetitive and higher prices for parts in cars sold to U.S.

consumers,” said Sharis A. Pozen, Acting Assistant Attorney General in charge of the

Department of Justice’s Antitrust Division. “This cartel harmed an important industry in our

nation’s economy, and the Antitrust Division with the Federal Bureau of Investigation will

continue to work together to ensure that these kinds of conspiracies are stopped.”

67. FBI Special Agent in Charge Andrew G. Arena also said that “[w]hen

companies partner to control and price fix bids or contracts, it undermines the foundation of the

United States’ economic system. . . . The FBI is committed to aggressively pursuing any

company involved in antitrust crimes.”

68. According to the plea agreements, Furukawa and its three executives have all

agreed to assist the DOJ in its ongoing investigation into the automotive parts industry.

69. Pursuant to Furukawa’s plea agreement, the government agreed not to bring

criminal charges against any other current or former director, officer or employee involved in

an antitrust conspiracy surrounding the manufacture and sale of automotive wire harnesses and

related products, with the exception of Shuji Hayashida, Chief Executive Officer of Furukawa

America. According to the Michigan Department of Licensing and Regulatory Affairs,

Hayashida served as Furukawa America’s Chief Executive Officer from 2001 to 2010. To

date, no charges have been filed against Hayashida.

70. On the basis of the foregoing charges, guilty pleas and market structure, on

behalf of themselves and the members of the Classes, Plaintiff adopts and incorporates such

allegations with respect to the totality of the Heating Control Panels market as alleged herein.

ACCRUAL OF CLAIM, CONTINUING VIOLATION,

EQUITABLE TOLLING, AND FRAUDULENT CONCEALMENT

71. Plaintiff did not discover and could not discover through the exercise of

reasonable diligence the existence of the conspiracy alleged herein prior to disclosure of



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Denso’ cooperation with the DOJ.

72. Defendants and their co-conspirators have committed continuing violations of

the antitrust laws resulting in monetary injury to Plaintiff and members of the Classes. These

violations constitute injurious acts which restart the applicable statute of limitations

73. In addition, Defendants’ and their co-conspirators’ agreement, understanding

and conspiracy in violation of the antitrust laws was kept secret. As a result, Plaintiff and the

members of the Classes were unaware of Defendants’ unlawful conduct alleged herein and did

not know that they were paying artificially high prices for Heating Control Panels throughout

the United States throughout the Class Period. Defendants and their co-conspirators

affirmatively and fraudulently concealed their unlawful conduct.

74. Plaintiff and the members of the Classes did not discover, nor could have

discovered through reasonable diligence, that Defendants and their co-conspirators were

violating the antitrust laws until shortly before this litigation was initially commenced, because

Defendants and their co-conspirators used deceptive and secret methods to avoid detection and

to affirmatively conceal their violations.

75. Neither Defendants nor their co-conspirators told Plaintiff or other members of

the Classes that they were fixing prices and allocating customers, or engaging in the other

unlawful collusive practices alleged herein. By its very nature, Defendants’ and their co-

conspirators’ conspiracy was inherently self-concealing.

76. Defendants and their co-conspirators engaged in a successful price-fixing and

customer allocation conspiracy, which they affirmatively concealed:

a. by meeting secretly (including use of private telephonic

communications) to discuss prices, customers, and markets of Heating Control Panels

sold in the United States and elsewhere;

b. by agreeing among themselves at meetings and in communications not to

discuss publicly, or otherwise reveal, the nature and substance of the acts and

communications in furtherance of their illegal scheme;

c. by holding secret meetings outside and separate from the formal trade



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association meetings Defendants were publicly attending; and

d. by disguising price-fixing meetings and communications as technical and

operational meetings.

ANTITRUST INJURY

77. The unlawful contract, combination and/or conspiracy alleged above had and is

having, inter alia, the following effects:

a. Prices charged by Defendants and their co-conspirators to Plaintiff and

the members of Classes for Heating Control Panels were maintained at artificially high

and supracompetitive levels;

b. Plaintiff and members of the Classes were required to pay more for

Heating Control Panels than they would have paid in a competitive marketplace

unfettered by Defendants’ and their co-conspirators’ collusive and unlawful price-

fixing; and

c. Plaintiff and members of the Classes have been deprived of the benefits

of free, open and unrestricted competition in the market for Heating Control Panels.

78. During and throughout the period of the contract, combination or conspiracy

alleged above, Plaintiff and members of the Classes paid supracompetitive prices for Heating

Control Panels in the United States.

79. The market for Heating Control Panels and the market for vehicles are

inextricably linked and intertwined because the market for Heating Control Panels exists to

serve the automotive market. Without the vehicles, Heating Control Panels have little to no

value because they have no independent utility.

80. Heating Control Panels are identifiable, discrete physical products that Plaintiff

and members of the Classes purchased. As a result, Heating Control Panels follow a traceable

physical chain of distribution from the Defendants to Plaintiff and the members of the Classes,

and any costs attributable to Heating Control Panels can be traced through the chain of

distribution to Plaintiff and the members of the Classes.

81. Plaintiff and the other members of the Classes paid more for the Heating Control



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Panels than they would have paid under conditions of free and open competition.

82. As a direct and proximate result of the illegal combination, contract or

conspiracy alleged above, Plaintiff and the members of the Classes were injured and financially

damaged in their businesses and property, in amounts that are not presently determined.

83. This is antitrust injury of the type that the antitrust laws were meant to punish

and prevent.

CLASS ACTION ALLEGATIONS

84. Plaintiff incorporates by reference as if fully set forth herein the allegations

contained in the preceding paragraphs of this Complaint.

85. Plaintiff brings this action on his own behalf and as a class action pursuant to

Federal Rules of Civil Procedure 23(a) and (b)(2), seeking equitable and injunctive relief on

behalf of the following Class (the “Nationwide Class”):

All persons and entities that indirectly purchased, during the Class Period,

Heating Control Panels, for personal use and not for resale, including as a stand-

alone replacement product or as a component of a new or leased motor vehicle

from any Defendant or any current or former subsidiary or affiliate thereof, or

any co-conspirator.

86. Plaintiff also brings this action on its own behalf and as a class action pursuant

to Federal Rules of Civil Procedure 23(a) and (b)(3), seeking damages pursuant to the state

antitrust, unfair competition, and consumer protections laws on behalf of the following Class

(the “Damages Class”):

All persons and entities that indirectly purchased, during the Class Period, in

states (as listed herein) having indirect purchaser laws, Heating Control Panels,

for personal use and not for resale, including as a stand-alone replacement

product or as a component of a new or leased motor vehicle from any Defendant

or any current or former subsidiary or affiliate thereof, or any co-conspirator.

87. Alternatively, Plaintiff brings Damages Classes on behalf of all persons

similarly situated pursuant to Rule 23 of the Federal Rules of Civil Procedure and/or respective



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state statute(s), on behalf of all members of the following classes (collectively, the “State

Classes”), referred to together with the Damages Class as the “Damages Classes”:

a. Arizona: All persons and entities that indirectly purchased, during the Class

Period, Heating Control Panels, for personal use and not for resale, including as

a stand-alone replacement product or as a component of a new or leased motor

vehicle from any Defendant or any current or former subsidiary or affiliate

thereof, or any co-conspirator.

b. Arkansas: All persons and entities that indirectly purchased, during the Class





c. California: All persons and entities that indirectly purchased, during the Class





d. District of Columbia: All persons and entities that indirectly purchased, during

the Class Period, Heating Control Panels, for personal use and not for resale,

including as a stand-alone replacement product or as a component of a new or

leased motor vehicle from any Defendant or any current or former subsidiary or

affiliate thereof, or any co-conspirator.

e. Florida: All persons and entities that indirectly purchased, during the Class





f. Hawaii: All persons and entities that indirectly purchased, during the Class



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g. Illinois: All persons and entities that indirectly purchased, during the Class





h. Iowa: All persons and entities that indirectly purchased, during the Class Period,




any co-conspirator.

i. Kansas: All persons and entities that indirectly purchased, during the Class





j. Maine: All persons and entities that indirectly purchased, during the Class





k. Massachusetts: All persons and entities that indirectly purchased, during the

Class Period, Heating Control Panels, for personal use and not for resale,





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l. Michigan: All persons and entities that indirectly purchased, during the Class





m. Minnesota: All persons and entities that indirectly purchased, during the Class





n. Mississippi: All persons and entities that indirectly purchased, during the Class





o. Montana: All persons and entities that indirectly purchased, during the Class





p. Nebraska: All persons and entities that indirectly purchased, during the Class





q. Nevada: All persons and entities that indirectly purchased, during the Class




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r. New Hampshire: All persons and entities that indirectly purchased, during the





s. New Mexico: All persons and entities that indirectly purchased, during the Class





t. New York: All persons and entities that indirectly purchased, during the Class





u. North Carolina: All persons and entities that indirectly purchased, during the





v. North Dakota: All persons and entities that indirectly purchased, during the







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w. Oregon: All persons and entities that indirectly purchased, during the Class





x. South Carolina: All persons and entities that indirectly purchased, during the





y. South Dakota: All persons and entities that indirectly purchased, during the





z. Tennessee: All persons and entities that indirectly purchased, during the Class





aa. Utah: All persons and entities that indirectly purchased, during the Class Period,




any co-conspirator.

bb. Vermont: All persons and entities that indirectly purchased, during the Class





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cc. West Virginia: All persons and entities that indirectly purchased, during the





dd. Wisconsin: All persons and entities that indirectly purchased, during the Class





88. The Nationwide Classes and the Damages Classes are referred to herein as the

“Classes.” Excluded from the Classes are Defendants, their parent companies, subsidiaries and

affiliates, any co-conspirators, federal governmental entities and instrumentalities of the federal

government, states and their subdivisions, agencies and instrumentalities, and persons who

purchased Heating Control Panels directly from Defendants.

89. The precise number of members of the Classes is unknown to Plaintiff.

However, due to the nature of the trade and commerce involved, Plaintiff is informed and

believes, and thereon alleges, that there are at least thousands of members in each Class.

90. The Classes are each so numerous and geographically dispersed that joinder of

all members is impracticable.

91. There are questions of law and fact common to the all members of the Classes.

These common questions relate to the existence of the conspiracy alleged, and to the type and

common pattern of injury sustained as a result thereof. The questions include, but are not

limited to:

a. Whether Defendants and their co-conspirators engaged in a combination

and conspiracy among themselves to fix, raise, maintain and/or stabilize the price



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charged for Heating Control Panels sold in the United States;

b. The identity of participants in the conspiracy;

c. The duration of the conspiracy alleged in this Complaint and the nature

and character of the acts performed by Defendants and their co-conspirators in the

furtherance of the conspiracy;

d. Whether the alleged conspiracy violated Section 1 of the Sherman Act;

e. Whether alleged conspiracy violated state antitrust and unfair

competition laws;

f. Whether Defendants unjustly enriched themselves to the detriment of the

Plaintiff and the members of the Classes, thereby entitling Plaintiff and the members of

the Damages Classes to disgorgement of all benefits derived by Defendants;

g. Whether the conduct of Defendants and their co-conspirators, as alleged

in this Complaint, caused injury to the business and property of Plaintiff and other

members of the Classes;

h. The effect of Defendants’ conspiracy on the prices of Heating Control

Panels in the United States during the Class Period;

i. Whether the Defendants and their co-conspirators fraudulently concealed

the conspiracy’s existence from the Plaintiff and the members of the Classes;

j. The appropriate nature of injunctive and related equitable relief for the

Nationwide Classes; and

k. The appropriate class-wide measure of damages for the Damages

Classes.

92. Plaintiff’s claims are typical of the claims of other members of the Classes, and

Plaintiff will fairly and adequately protect the interests of the members of the Classes. Plaintiff

and all members of the Classes are similarly affected by Defendants’ wrongful conduct in that

they paid artificially inflated prices for Heating Control Panels purchased from firms who

purchased Heating Control Panels from one or more Defendants and/or their co-conspirators.

Plaintiff’s interests are aligned with, and not antagonistic to, those of the other members of the



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Classes. In addition, Plaintiff is represented by competent counsel experienced in the

prosecution of class action antitrust litigation.

93. The prosecution of separate actions by individual members of the Classes would

create a risk of inconsistent or varying adjudications, establishing incompatible standards of

conduct for Defendants.

94. The questions of law and fact common to the members of the Classes

predominate over any questions affecting only individual members, including legal and factual

issues relating to liability and damages.

95. Class action treatment is a superior method for the fair and efficient adjudication

of this controversy because:

a. It will avoid a multiplicity of suits and consequent burden on the courts

and Defendants;

b. It would be virtually impossible for all members of the Classes to

intervene as parties-plaintiff in this action;

c. It will allow numerous individuals with claims too small to adjudicate on

an individual basis because of the prohibitive cost of this litigation, to obtain redress for

their economic injuries;

d. The prosecution of separate actions by individual Class members would

create the risk of inconsistent or varying adjudications, establishing incompatible

standards of conduct for Defendants; and

e. It will provide court oversight of the claims process, once Defendants’

liability is adjudicated.

96. This class action presents no difficulties of management that would preclude its

maintenance as a class action.

INTERSTATE TRADE AND COMMERCE

97. The conduct of Defendants and their co-conspirators has taken place in, and

affected the continuous flow of interstate trade and commerce of the United States, in that, inter

alia:



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a. Defendants and their co-conspirators have sold Heating Control Panels

throughout the United States;

b. Defendants and their co-conspirators have each used instrumentalities of

interstate commerce to sell Heating Control Panels throughout the United States;

c. In furtherance of the conspiracy alleged herein, Defendants have traveled

between states and have exchanged communications through interstate wire

communications and via U.S. mail; and

d. The conspiracy alleged herein has affected billions of dollars of

commerce. Defendants and their co-conspirators have inflicted antitrust injury by

artificially raising prices paid by Plaintiff and other entities who are themselves engaged

in commerce.

CLAIM FOR RELIEF/CAUSES OF ACTION

Count I

Violation of Section 1 of the Sherman Act

(on behalf of Plaintiff and the Nationwide Classes)



99. Beginning at a time presently unknown to Plaintiff, but at least as early as

January 2000 and continuing through at least February 2010, Defendants and their co-

conspirators entered into a continuing agreement, understanding, and conspiracy in restraint of

trade in violations of Section 1 of the Sherman Act, 15 U.S.C. § 1.

100. In furtherance of the unlawful conspiracy, each of the Defendants and their co-

conspirators has committed overt acts, including, inter alia:

a. agreeing to charge prices at certain levels and otherwise to fix, increase,

maintain and/or stabilize prices of Heating Control Panels sold in the United States;

b. participating in meetings, conversations, and communications with co-

conspirators regarding prices to be charged for Heating Control Panels;

c. agreeing to allocate customers;



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d. meeting with co-conspirators in order to keep the existence of the

conspiracy unknown as to foster the illegal anti-competitive conduct described herein;

and

e. refraining from competing by refusing to offer Heating Control Panels at

prices below the agreed-upon fixed price.

101. The combination and conspiracy alleged herein has had the following effects,

among others:

a. Price competition in the sale of Heating Control Panels has been

restrained, suppressed, and/or eliminated;

b. Prices for Heating Control Panels sold by Defendants and their co-

conspirators have been fixed, raised, maintained and stabilized at artificially high, non-

competitive levels; and

c. Plaintiff and members of the Nationwide Class have been deprived of the

benefits of free, open and unrestricted competition in the market for Heating Control

Panels.

102. Defendants and their co-conspirators engaged in the activities described above

for the purpose of effectuating unlawful arrangements to fix, maintain, raise and/or stabilize

prices of Heating Control Panels.

103. The conduct of Defendants and their co-conspirators constitutes a per se

violation of Section 1 of the Sherman Act, 15 U.S.C. § 1.

104. Plaintiff and members of the Nationwide Class are entitled to an injunction

against Defendants, pursuant to 15 U.S.C. § 26, preventing and restraining the violations

alleged herein.

Count II

Violation of State Antitrust and Consumer Protection Statutes

(on behalf of Plaintiff and the Damages Classes)





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106. Beginning at a time presently unknown to Plaintiff, but at least as early as

January 2000 and continuing through at least February 2010, Defendants and their co-

conspirators engaged in a continuing contract, combination or conspiracy with respect to the

sale of Heating Control Panels in an unreasonable restraint of trade and commerce and in

violation of the various state antitrust and other statutes set forth below.

107. The contract, combination, or conspiracy consisted of an agreement among the

Defendants and their co-conspirators to fix, raise, inflate, stabilize, and/or maintain artificially

supracompetitive prices for Heating Control Panels and to allocate customers for Heating

Control Panels in the United States.

108. In formulating and effectuating this conspiracy, Defendants and their co-

conspirators performed acts in furtherance of the combination and conspiracy, including:

a. Participating in meetings and conversations among themselves during which

they agreed to price Heating Control Panels at certain levels and otherwise to fix,

increase, inflate, maintain, or stabilize effective prices paid by Plaintiff and members of

the Damages Classes with respect to Heating Control Panels sold in the United States;

b. Allocating customers and markets and rigging bids for Heating Control Panels

in the United States in furtherance of their agreements; and

c. Participating in meetings and conversations among themselves to implement,

adhere to and police the unlawful agreements they reached.

109. Defendants and their co-conspirators engaged in the actions described above for

the purpose of carrying out their unlawful agreements to fix, maintain, decrease, or stabilize

prices, to rig bids and to allocate customers with respect to Heating Control Panels.

110. Defendants' anticompetitive acts described above were knowing, willful and

constitute violations or flagrant violations of the below-listed state antitrust and consumer

protection statutes.

111. Defendants have entered into an unlawful agreement in restraint of trade in

violation of the Arizona Revised Statutes, §§ 44-1401, et seq.




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violation of the Arkansas Code Annotated, § 4-88-107(a)(10).


violation of the California Business and Professions Code, §§ 16700, et seq. and §§ 17200 et

seq.


violation of the District of Columbia Code Annotated §§ 284501, et seq.


violation of the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. §§ 501.201, et seq.


violation of the Hawaii Revised Statutes Annotated §§ 480-1, et seq.


violation of the Illinois Antitrust Act, 740 Illinois Compiled Statutes 1011, et seq.


violation of the Iowa Code §§ 553.1, et seq.


violation of the Kansas Statutes Annotated, §§ 50-10 1, et seq.


violation of the Maine Revised Statutes, 10 M.R.S. §§ 1101, et seq.


violation of the Massachusetts Gen. Laws, Ch 93 A, § II.


violation of the Michigan Compiled Laws Annotated §§ 445.771, et seq.


violation of the Minnesota Annotated Statutes §§ 325D.49, et seq.


violation of the Mississippi Code Annotated §§ 75-21-1, et seq.


violation of the Montana Unfair Trade Practices and Consumer Protection Act of 1970, Mont.



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Code, §§ 30-14-103, et seq.


violation of the Nebraska Revised Statutes §§ 59-801, et seq.


violation of the Nevada Revised Statutes Annotated §§ 598A.010, et seq.


violation of the New Hampshire Revised Statutes §§ 356:1, et seq.


violation of the New Mexico Statutes Annotated §§ 57-1-1, et seq.


violation of the New York General Business Laws §§ 340, et seq.


violation of the North Carolina General Statutes §§ 75-1, et seq.


violation of the North Dakota Century Code §§ 51-08.1-01, et seq.


violation of the Oregon Revised Statutes §§ 646.705, et seq.


violation of the South Carolina Unfair Trade Practices Act, S.C. Code Ann. §§ 39-5-10, et seq.


violation of the South Dakota Codified Laws §§ 37-1-3.1, et seq.


violation of the Tennessee Code Annotated §§ 47-25-101, et seq.


violation of the Utah Code Annotated §§ 76-10-911, et seq.


violation of the Vermont Statutes Annotated §§ 2453, et seq.




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violation of the West Virginia Code §§ 47-18-1, et seq.


violation of the Wisconsin Statutes §§ 133.01, et seq.

141. Plaintiff and members of the Damages Classes in each of the above states have

been injured in their business and property by reason of Defendants’ unlawful combination,

contract, conspiracy and agreement. Plaintiff and members of the Damages Classes have paid

more for Heating Control Panels than they otherwise would have paid in the absence of

Defendants’ unlawful conduct. This injury is of the type the antitrust laws of the above states

were designed to prevent and flows from Defendants’ unlawful conduct.

142. Defendants’ violations of the above-listed state laws have proximately caused

the injuries sustained by Plaintiff and the members of the Damages Classes.

143. In addition, Defendants have profited significantly from the aforesaid

conspiracy. Defendants’ profits derived from their anticompetitive conduct come at the

expense and detriment of Plaintiff and the members of the Damages Classes.

144. Accordingly, Plaintiff and the members of the Damages Classes in each of the

above jurisdictions seek damages (including statutory damages where applicable), to be trebled

or otherwise increased as permitted by a particular jurisdiction's antitrust or consumer

protection law, and costs of suit, including reasonable attorneys' fees, to the extent permitted by

the above state laws.

Count III

Unjust Enrichment

(on behalf of Plaintiff and the Damages Classes)



146. As a result of their unlawful conduct described above, Defendants have been

and will continue to be unjustly enriched. Defendants have been unjustly enriched by the

receipt of, at a minimum, unlawfully inflated prices and unlawful profits on sales of Heating

Control Panels.



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147. Defendants have benefited from their unlawful acts, at the expense of Plaintiff

and the Damages Classes, and it would be inequitable for Defendants to be permitted to retain

any of the ill-gotten gains resulting from the overpayments made by Plaintiff or the members of

the Damages Classes for Heating Control Panels. The amounts of such overpayments lawfully

belong to Plaintiff and the Damages Classes.

148. Plaintiff and the members of the Damages Classes are entitled to the amount of

Defendants’ ill-gotten gains resulting from their unlawful, unjust and inequitable conduct.

Plaintiff and the members of the Damages Classes are entitled to the establishment of a

constructive trust consisting of all ill-gotten gains from which Plaintiff and the members of the

Damages Classes may make claims on a pro rata basis.

PETITION FOR RELIEF

WHEREFORE, Plaintiff petitions that:

A. The Court determine that this action may be maintained as a class action under

Rule 23 of the Federal Rules of Civil Procedure, that Plaintiff be appointed class

representative and that Plaintiff’s counsel be appointed as counsel for the Classes, and

direct that reasonable notice of this action, as provided by Rule 23(c)(2) of the Federal

Rules of Civil Procedure, be given to each and every member of the Classes.

B. That the unlawful conduct, contract, conspiracy or combination alleged herein

be adjudged and decreed:

a. An unreasonable restraint of trade or commerce in violation of Section 1 of the

Sherman Act;

b. A per se violation of Section 1 of the Sherman Act;

c. An unlawful combination, trust, agreement, understanding and/or concert of

action in violation of the state antitrust and unfair competition and consumer

protection laws as set forth herein; and

d. Acts of unjust enrichment by Defendants as set forth herein.

C. Plaintiff and the members of the Damages Classes recover damages, to the

maximum extent allowed under such laws, and that a joint and several judgment in



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favor of Plaintiff and the members of the Damages Classes be entered against

Defendants in an amount to be trebled to the extent such laws permit;

D. Plaintiff and the members of the Damages Classes recover damages, to the

maximum extent allowed by such laws, in the form of restitution and/or disgorgement

of profits unlawfully gained from them;

E. Each of the Defendants, successors, assigns, parents, subsidiaries, affiliates and

transferees, and their respective officers, directors, agents and representatives, and all

other persons acting or claiming to act on behalf of Defendants or in concert with them,

be permanently enjoined and restrained from, in any manner, directly or indirectly,

continuing, maintaining or renewing the combinations, conspiracy, agreement,

understanding or concert of action as alleged herein;

F. Plaintiff and the members of the Damages Classes be awarded restitution,

including disgorgement of profits Defendants obtained as a result of their acts of unfair

competition and acts of unjust enrichment;

G. Plaintiff and the members of the Classes be awarded pre- and post- judgment

interest as provided by law, and that such interest be awarded at the highest legal rate

from and after the date of service of this Complaint;

H. Plaintiff and the members of the Classes recover their costs of suit, including

reasonable attorneys' fees, as provided by law; and

I. The Court award Plaintiff and members of the Classes such other, further and

different relief as may be necessary and appropriate.

JURY DEMAND

Pursuant to Rule 38(a) of the Federal Rules of Civil Procedure, Plaintiff demands a trial

by jury trial of all claims asserted in this Complaint so triable.



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Dated: March 12, 2012 STRANGE & CARPENTER

___/s/________________________ Brian R. Strange

STRANGE & CARPENTER BRIAN R. STRANGE 12100 Wilshire Blvd., Suite 1900 Los Angeles, California 90025 Telephone: (310) 207-5055 Facsimile: (310) 826-3210 [email protected] HILBORN & HILBORN, P.C. CRAIG HILBORN (Mi. Bar. No. P43661) GEORGE HILBORN (Mi. Bar. No. P14955) 999 Haynes Street, Suite 205 Birmingham, Michigan 48009 Telephone: (248) 642-8350 Facsimile: (248) 642-3016 [email protected] [email protected] CARPENTER, ZUCKERMAN & ROWLEY, LLP PAUL S. ZUCKERMAN 8827 West Olympic Blvd. Beverly Hills, California 90211 Telephone: (310) 273-1230 Facsimile: (310) 858-1063 [email protected] NEWMAN | DU WORS LLP DEREK A. NEWMAN 1201 Third Avenue, Suite 1600 Seattle, Washington 98101 Telephone: (206) 274-2800 Facsimile: (206) 274-2801 [email protected] Attorneys for Plaintiff and all others similarly situated


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