W.R.C.P.Ch.C. 23

(a) Prerequisites. One or more members of a class may sue or be sued as

representative parties on behalf of all members only if:

(1) the class is so numerous that joinder of all members is impracticable;

(2) there are questions of law or fact common to the class;

(3) the claims or defenses of the representative parties are typical of the

claims or defenses of the class; and

(4) the representative parties will fairly and adequately protect the

interests of the class.

(b) Types of Class Actions. A class action may be maintained if Rule 23(a) is

satisfied and if:

(1) prosecuting separate actions by or against individual class members

would create a risk of:

(A) inconsistent or varying adjudications with respect to individual

class members that would establish incompatible standards of conduct for

the party opposing the class; or

(B) adjudications with respect to individual class members that, as a

practical matter, would be dispositive of the interests of the other

members not parties to the individual adjudications or would substantially impair or impede their ability to protect their interests;

(2) the party opposing the class has acted or refused to act on grounds that

apply generally to the class, so that final injunctive relief or corresponding

declaratory relief is appropriate respecting the class as a whole; or

(3) the chancery court finds that the questions of law or fact common to

class members predominate over any questions affecting only individual

members, and that a class action is superior to other available methods for

fairly and efficiently adjudicating the controversy. The matters pertinent to

these findings include:

(A) the class members’ interests in individually controlling the prosecution or defense of separate actions;

(B) the extent and nature of any litigation concerning the controversy

already begun by or against class members;

(C) the desirability or undesirability of concentrating the litigation of

the claims in the particular forum; and

(D) the likely difficulties in managing a class action.

(c) Certification Order; Notice to Class Members; Judgment; Issues Classes;

Subclasses.

(1) Certification Order.

(A) Time to Issue. At an early practicable time after a person sues or is

sued as a class representative, the chancery court must determine by

order whether to certify the action as a class action.

(B) Defining the Class; Appointing Class Counsel. An order that certifies a class action must define the class and the class claims, issues, or

defenses, and must appoint class counsel under Rule 23(f).

(C) Altering or Amending the Order. An order that grants or denies

class certification may be altered or amended before final judgment.

(2) Notice.

(A) For (b)(1) or (b)(2) Classes. For any class certified under Rule

23(b)(1) or (b)(2), the chancery court may direct appropriate notice to the

class.

(B) For (b)(3) Classes. For any class certified under Rule 23(b)(3), the

chancery court must direct to class members the best notice that is

practicable under the circumstances, including individual notice to all

members who can be identified through reasonable effort. The notice must

clearly and concisely state in plain, easily understood language:

(i) the nature of the action;

(ii) the definition of the class certified;

(iii) the class claims, issues, or defenses;

(iv) that a class member may enter an appearance through an

attorney if the member so desires;

(v) that the chancery court will exclude from the class any member

who requests exclusion;

(vi) the time and manner for requesting exclusion; and

(vii) the binding effect of a class judgment on members under Rule

23(c)(3).

(3) Judgment. Whether or not favorable to the class, the judgment in a

class action must:

(A) for any class certified under Rule 23(b)(1) or (b)(2), include and

describe those whom the chancery court finds to be class members; and

(B) for any class certified under Rule 23(b)(3), include and specify or

describe those to whom the Rule 23(c)(2) notice was directed, who have not

requested exclusion, and whom the chancery court finds to be class

members.

(4) Particular Issues. When appropriate, an action may be brought or

maintained as a class action with respect to particular issues.

(5) Subclasses. When appropriate, a class may be divided into subclasses

that are each treated as a class under this rule.

(d) Conducting the Action.

(1) In General. In conducting an action under this rule, the chancery court

may issue orders that:

(A) determine the course of proceedings or prescribe measures to

prevent undue repetition or complication in presenting evidence or argument;

(B) require--to protect class members and fairly conduct the action--

giving appropriate notice to some or all class members of:

(i) any step in the action;

(ii) the proposed extent of the judgment; or

(iii) the members’ opportunity to signify whether they consider the

representation fair and adequate, to intervene and present claims or

defenses, or to otherwise come into the action;

(C) impose conditions on the representative parties or on intervenors;

(D) require that the pleadings be amended to eliminate allegations

about representation of absent persons and that the action proceed

accordingly; or

(E) deal with similar procedural matters.

(2) Combining and Amending Orders. An order under Rule 23(d)(1) may

be altered or amended from time to time and may be combined with an order

under Rule 16.

(e) Settlement, Voluntary Dismissal, or Compromise. The claims, issues, or

defenses of a certified class may be settled, voluntarily dismissed, or compro-

mised only with the chancery court’s approval. The following procedures apply

to a proposed settlement, voluntary dismissal, or compromise:

(1) The chancery court must direct notice in a reasonable manner to all

class members who would be bound by the proposal.

(2) If the proposal would bind class members, the chancery court may

approve it only after a hearing and on finding that it is fair, reasonable, and

adequate.

(3) The parties seeking approval must file a statement identifying any

agreement made in connection with the proposal.

(4) If the class action was previously certified under Rule 23(b)(3), the

court may refuse to approve a settlement unless it affords a new opportunity

to request exclusion to individual class members who had an earlier

opportunity to request exclusion but did not do so.

(5) Any class member may object to the proposal if it requires court

approval under this subdivision (e); the objection may be withdrawn only

with the court’s approval.

(f) Class Counsel.

(1) Appointing Class Counsel. Unless a statute provides otherwise, a

chancery court that certifies a class must appoint class counsel. In appointing class counsel, the chancery court:

(A) must consider:

(i) the work counsel has done in identifying or investigating potential

claims in the action;

(ii) counsel’s experience in handling class actions, other complex

litigation, and the types of claims asserted in the action;

(iii) counsel’s knowledge of the applicable law; and

(iv) the resources that counsel will commit to representing the class;

(B) may consider any other matter pertinent to counsel’s ability to fairly

and adequately represent the interests of the class;

(C) may order potential class counsel to provide information on any

subject pertinent to the appointment and to propose terms for attorney’s

fees and nontaxable costs;

(D) may include in the appointing order provisions about the award of

attorney’s fees or nontaxable costs under Rule 23(g); and

(E) may make further orders in connection with the appointment.

(2) Standard for Appointing Class Counsel. When one applicant seeks

appointment as class counsel, the chancery court may appoint that applicant

only if the applicant is adequate under Rule 23(f)(1) and (4). If more than one

adequate applicant seeks appointment, the chancery court must appoint the

applicant best able to represent the interests of the class.

(3) Interim Counsel. The chancery court may designate interim counsel to

act on behalf of a putative class before determining whether to certify the

action as a class action.

(4) Duty of Class Counsel. Class counsel must fairly and adequately

represent the interests of the class.

(g) Attorney’s Fees and Nontaxable Costs. In a certified class action, the

chancery court may award reasonable attorney’s fees and nontaxable costs

that are authorized by law or by the parties’ agreement. The following

procedures apply:

(1) A claim for an award must be made by motion under Rule 54(d)(2),

subject to the provisions of this subdivision (h), at a time the chancery court

sets. Notice of the motion must be served on all parties and, for motions by

class counsel, directed to class members in a reasonable manner.

(2) A class member, or a party from whom payment is sought, may object

to the motion.

(3) The chancery court may hold a hearing and must find the facts and

state its legal conclusions under Rule 52(a).

(4) The chancery court may refer issues related to the amount of the

award to a master, as provided in Rule 54(d)(2)(D).