ATTENTION HARLEQUIN AUTHORS
A federal court has authorized this notice. This is not a solicitation from a lawyer.
•

A proposed settlement of a class action lawsuit has been reached between Plaintiffs Barbara Keiler, Mona Gay
Thomas, and Linda Barrett (“Plaintiffs”) and Defendants Harlequin Enterprises Limited, Harlequin Books S.A., and
Harlequin Enterprises B.V. (“Defendants” or “Harlequin”). Your legal rights may be affected whether you act
or do not act. Read this notice carefully.

•

The lawsuit alleges that Defendants breached a material provision in the class members’ book publishing
contracts with Harlequin, thereby depriving class members of a portion of the royalties to which they are entitled
for the publication by Harlequin of their romance novels as e-books. Defendants deny all wrongdoing and liability,
but have concluded that it is in their best interests to settle the litigation to avoid the expense, inconvenience, and
interference with ongoing business operations.

•

Under the Settlement, Harlequin has agreed to pay a total amount of $4.1 million, which will be distributed to
qualified Harlequin novelists, after payment for the costs of settlement administration, Plaintiffs’ attorneys’ fees
and costs, and service awards to the three Plaintiffs, all as described further below.
YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

Automatic Benefits

You do NOT need to submit a claim form to obtain these benefits. They will be provided
automatically.

Exclude Yourself

You may exclude yourself from the case and retain your rights to start or remain part of any
other lawsuit against Defendants about the conduct challenged in this case.

Object

You may submit a written statement to the Court about why you don’t like the Settlement.

Go to Fairness
Hearing

You may ask to speak in Court about the fairness of the Settlement.

Do Nothing

You will receive the full benefits of the Settlement, and will give up your rights to start or remain
part of any lawsuit against Defendants about its conduct challenged in this case or related
conduct.
** These rights – and the deadlines to exercise them – are explained in this Notice. **
WHAT THIS NOTICE CONTAINS

BASIC INFORMATION ................................................................................................................................................................. 2
1. Why is this Notice being provided?
2. What is this lawsuit about?
3. Why is this a Class Action?
4. Why is there a Settlement?
WHO IS IN INCLUDED IN THE SETTLEMENT................................................................................................................................... 3
5. How do I know if I am part of the Settlement?
6. What if I signed multiple publishing agreements?
7. What if I’m still not sure if I’m included?
THE SETTLEMENT – WHAT YOU GET AND GIVE UP IF YOU QUALIFY ........................................................................................... 4
8. What does the Settlement provide?
9. What am I giving up if the Settlement is given final approval?
EXCLUDING YOURSELF FROM THE SETTLEMENT ........................................................................................................................ 4
10. If I do not exclude myself, can I sue later?
11. How do I exclude myself from the Settlement?
OBJECTING TO THE SETTLEMENT ............................................................................................................................................... 5
12. How can I tell the Court I don’t like the Settlement?
13. What is the difference between objecting and asking to be excluded?
14. What happens if I object and the Settlement is approved?
THE LAWYERS WHO REPRESENT YOU ....................................................................................................................................... 5
15. Do I have a lawyer in the case?
16. How will the lawyers in the case be paid?

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 THE COURT’S FAIRNESS HEARING ............................................................................................................................................ 6
17. How will the Court decide whether to approve the Settlement?
18. When and where will the Court decide whether to approve the Settlement?
19. Do I need to come to the hearing?
20. May I speak at the hearing?
OTHER INFORMATION ................................................................................................................................................................ 6
21. How do I get more information?
B ASIC IN F ORM AT ION
1.

Why is this Notice being provided?

Judge William H. Pauley of the United States District Court for the Southern District of New York authorized this
Notice to inform you about a proposed Settlement of this class action lawsuit and about all of your rights and options
before the Court decides whether to approve the Settlement. This Notice explains the lawsuit, the Settlement, and your
legal rights.
The case is known as Keiler, et al. v. Harlequin Enterprises Limited, et al., Case No. 12-Civ-5558 (WHP). This
Notice summarizes the Settlement, but you can view the complete Settlement Agreement at
www.harlequinsettlement.com (the “Settlement website”).
2.

What is this lawsuit about?

Plaintiffs filed a class action Complaint on July 19, 2012, which they amended on November 5, 2012, on behalf of
authors who entered into book publishing agreements with Harlequin Books S.A. and Harlequin Enterprises B.V. between
1990 and 2004. This lawsuit is about the payment of royalties for the sale of e-books under those publishing agreements.
The publishing agreements at issue do not contain a specific term setting forth the royalty for e-books. Because
there is no specific e-books royalty in those agreements, e-books are covered by an “All Other Rights” clause. That
clause reads as follows (or in similar language):
On all other rights exercised by Publisher or its Related Licensees fifty percent (50%) of the Net Amount
Received by Publisher for the license or sale of said rights. The Net Amount Received for the exercise,
sale or license of said rights by Publisher from a Related Licensee shall, in Publisher's estimate, be
equivalent to the amount reasonably obtainable by Publisher from an Unrelated Licensee for the license
or sale of the said rights.
Plaintiffs contend that calculating the amount due to authors under this All Other Rights clause is complicated by
the relationship between the various Harlequin entities. Authors entered into these publishing agreements with foreign
subsidiaries, Harlequin Books S.A. or Harlequin Enterprises B.V (which, for simplicity, are referred to in this Notice as
“Harlequin Switzerland”). The publishing agreements define Harlequin Switzerland as the “Publisher.” Harlequin
Switzerland then licensed the works to Harlequin Enterprises (a “Related Licensee” under the publishing agreements),
which in turn actually published the works as e-books. Thus, the royalties paid to authors for e-book sales has been
calculated at 50% of the amount paid by Harlequin Enterprises to Harlequin Switzerland, which Plaintiffs contend is less
than the amount reasonably obtainable from an unrelated licensee.
Plaintiffs claim that Defendants breached the publishing agreements because the licensing fees Harlequin
Enterprises paid to Harlequin Switzerland did not comply with the contractual language quoted above.
Defendants deny Plaintiffs’ allegations, and deny any wrongdoing.
3.

Why is this a Class Action?

In a class action, one or more people sue on behalf of other people who have similar claims. If allowed by a
court, all of these other people become part of a “class” or “class members.” One lawsuit resolves the claims of all class
members, except for any who exclude themselves from the class.

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 4.

Why is there a Settlement?

The Court has not decided in favor of Plaintiffs or Defendants as to the merits of Plaintiffs’ claims. Instead, both
sides agreed to settle this case to avoid the burden, cost, and risk of further litigation. The Settlement does not mean that
any law was broken or that Defendants did anything wrong. By settling, Defendants are not admitting any wrongdoing or
liability. Defendants continue to deny all legal claims in this case. Plaintiffs and their lawyers believe the Settlement is in
the best interests of all class members.
WHO IS INCLUDED IN THE SETTLEMENT
5.

How do I know if I am part of the Settlement?
You are a member of the Settlement Class if:
•

You are a person or other entity, in the United States, Canada, the United Kingdom, the Republic of Ireland,
Australia, or New Zealand;

•

You entered into, or acquired the author’s rights in, one or more standard form book publishing agreements with
Harlequin Switzerland between 1990 and 2004;

•

That publishing agreement includes an All Other Rights clause, with either this or similar language:
On all other rights exercised by Publisher or its Related Licensees fifty percent (50%) of the Net
Amount Received by Publisher for the license or sale of said rights. The Net Amount Received for
the exercise, sale or license of said rights by Publisher from a Related Licensee shall, in
Publisher’s estimate, be equivalent to the amount reasonably obtainable by Publisher from an
Unrelated Licensee for the license or sale of the said rights;

•

The written work published pursuant to that book publishing agreement has been published as an e-book;
and

•

You do not exclude yourself from the Settlement, as described in questions 10 and 11 below.

You should review any Harlequin publishing agreements that you have signed to determine whether you are a
Settlement Class member. Because these terms were standard in Harlequin publishing agreement between 1990 and
2004, it is likely that if you signed a Harlequin publishing agreement during that time, it included these terms.
Additionally, you are a member of the Settlement Class if you are the heir of someone who was a class member
or if someone who was a class member assigned you his or her rights. For example, if your deceased parent was an
author who signed a Harlequin publishing agreement that satisfies the criteria listed above, and you inherited her right to
receive royalties under that publishing agreement, then you are a class member. Similarly, if you are a corporation, and
an author who signed a Harlequin publishing agreement that satisfies the criteria listed above assigned her rights to you,
then you are a class member.
6.

What if I signed multiple publishing agreements?

If you have signed multiple Harlequin publishing agreements for different works, you are a class member as long
as at least one of those agreements satisfies the criteria listed in response to question 5, above. For example, if you
signed a Harlequin publishing agreement for one work in 2002 that satisfies those criteria, and signed a separate
publishing agreement publishing agreement for another work you wrote in 2007, you are a class member. This action and
the Settlement would only relate, however, to your rights as to the 2002 publishing agreement.
7.

What if I’m still not sure if I’m included?

If you are still not sure whether you are included in the Settlement, visit www.harlequinsettlement.com for more
information. You may also send an email to info@harlequinsettlement.com, call 1-800-231-1815 or write to: Harlequin
Class Action Settlement, c/o GCG, PO Box 9349, Dublin, OH 43017-4249.

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 T HE SET T LEM ENT – W HAT Y OU G ET AN D GIVE UP IF Y OU Q U AL IFY
8.

9.

What does the Settlement provide?
•

A Settlement Fund in the total amount of $4.1 million.

•

The Settlement Fund, net of all settlement administration expenses, attorneys’ fees and costs, and service
awards, will be allocated to the Settlement Class members pro rata based on the amount of royalties they
received from, or were owed by, Harlequin pursuant to the All Other Rights Clause for sales of e-books through
December 31, 2015.

•

If you signed an amendment to any of your book publishing agreements that changed your e-book royalty
from one based on the All Other Rights clause quoted above to a percentage of net digital receipts, only
the sales of your e-books from prior to the effective date of the amendment will be included.
What am I giving up if the Settlement is given Final Approval?

If the Settlement is given Final Approval, you and all other Settlement Class members will release certain claims
defined in the Settlement as “Released Claims.” In general terms, Settlement Class members (i.e., class members who
do not timely and validly exclude themselves from the Settlement) will release all Defendants from any claims that have
been or could have been asserted based upon the facts alleged in the complaint, as well as claims that may in the future
arise out of, or relate to, author royalties claimed to be due in connection with the past or future publication of e-books
pursuant to an All Other Rights Clause at or above the royalty rates made effective by Harlequin in 2012, which are equal
to 50% of (a) intercompany royalties of 24% of NDR for series, and (b) 32% of NDR for single title works, or their
equivalent. If the Settlement is given Final Approval, the claims that were asserted against Defendants in the lawsuit will
be dismissed with prejudice.
EXCLUDING YOURSELF FROM THE SETTLEMENT
If you do not want to participate in this Settlement and you want to keep the right to sue Defendants about the
dispute in this case, then you must take steps to get out of the Settlement. This is called asking to be excluded from-or
“opting out” of-the Settlement. Class members who exclude themselves from this Settlement will not be entitled to any
portion of the Settlement Fund.
10.

If I do not exclude myself, can I sue later?

No. Unless you exclude yourself, you give up the right to sue Defendants for any of the claims that this
Settlement resolves. You must exclude yourself from the Settlement to start your own lawsuit, continue with a lawsuit, or
be part of any other lawsuit against Defendants relating to the “Released Claims” described in the Settlement Agreement.
11.

How do I exclude myself from the Settlement?

To exclude yourself from the Settlement, you must send a letter by email or postal mail clearly stating that you
want to be excluded from the Settlement in Keiler, et al. v. Harlequin Enterprises Limited, et al., Case No. 12-Civ-5558
(WHP). Include your name, address, telephone number, signature, and date.
You must send your request for exclusion by e-mail at info@harlequinsettlement.com, or by postal mail
postmarked by June 6, 2016 to:
Harlequin Class Action Settlement
c/o GCG
PO Box 9349
Dublin, OH 43017-4249
You cannot exclude yourself on the phone. If you exclude yourself, you will not be legally bound by any judgment
in this lawsuit.

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 OBJECTING TO THE SETTLEMENT
12.

How can I tell the Court I don’t like the Settlement?

You can object to the Settlement if you do not like some part or all of it. You must give reasons why you think the
Court should not approve the Settlement. You may also object to Plaintiffs’ Counsel’s request for attorneys’ fees,
reimbursement of expenses, and Plaintiffs’ service awards. To object, send a letter to the addresses below, explaining
why you object to the Settlement in Keiler, et al. v. Harlequin Enterprises Limited, et al., Case No. 12-Civ-5558 (WHP),
and file your objection with the Court. Be sure to include any papers or briefs that support your objections.
You must file your objection with the Court no later than June 6, 2016 and mail your objection to these two
addresses postmarked no later than June 6, 2016:
PLAINTIFFS’ COUNSEL
David B. Wolf (DW-2077)
DAVIDW OLFLAW PLLC
One Grand Central Place
60 East 42nd Street, Suite 4700
New York, NY 10165

13.

COUNSEL FOR DEFENDANTS
Jay Cohen
Daniel J. Leffell
Jesse S. Crew
PAUL, W EISS, RIFKIND, W HARTON
& GARRISON LLP
1285 Avenue of the Americas
New York, New York 10019-6064

What is the difference between objecting and asking to be excluded?

Objecting is telling the Court that you do not like something about the Settlement. You can object only if you stay
in the Settlement Class. Excluding yourself is telling the Court you do not want to be part of the Settlement. If you exclude
yourself, you cannot object to the Settlement because the Settlement no longer affects you.
14.

What happens if I object and the Settlement is approved?

If the Settlement is finally approved and you did not request to be excluded from the Settlement, you will remain a
Settlement Class member regardless of whether you objected. You will remain bound by the terms of the Settlement and
will not be able to sue Defendants about the claims in this case.
T HE L AW Y ERS W HO REPR ESENT Y OU
15.

Do I have a lawyer in this case?

The Court appointed DavidWolfLaw PLLC and Boni & Zack LLC to represent the Settlement Class. These firms
are called “Plaintiffs’ Counsel.” You will not be charged for these lawyers. If you want to be represented by your own
lawyer in this case, you may hire one at your own expense.
16.

How will the lawyers in the case be paid?

Plaintiffs’ Counsel will ask the Court for attorneys’ fees and reimbursement of the expenses they incurred in this
case. Plaintiffs’ Counsel’s application for attorneys’ fees and expenses will be filed with the Court by May 5, 2016 and
posted on the Settlement website. Plaintiffs’ Counsel will request $1,025,000 in fees, and reimbursement of $28,091.56,
which are the litigation expenses they have incurred up until the Execution Date of the Settlement Agreement. In addition,
Class Counsel will ask the Court for reimbursement of the costs they accrue from the Execution Date to the date of the
Fairness Hearing, up to a maximum reimbursement of $1,000.
Plaintiffs’ Counsel will also ask for service awards of $5,000 for each of the three Plaintiffs, for their services on
behalf of the Settlement Class.
The Court may award less than the amounts requested by Plaintiffs’ Counsel.

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 T HE CO URT ’S F AIRNESS HE ARING
17.

How will the Court decide whether to approve the Settlement?

At the Fairness Hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate. The
Court will also consider Plaintiffs’ Counsel’s request for attorneys’ fees and expenses and Plaintiffs’ service awards. If
there are objections, the Court will consider them. After the Fairness Hearing, the Court will decide whether to approve
the Settlement and how much to award for fees, expenses and service awards.
18.

When and where will the Court decide whether to approve the Settlement?

The Court will hold the Fairness Hearing at 11:00 a.m., on June 30 2016, at the United States Courthouse, 500
Pearl Street, New York, New York 10007-1312, in Courtroom 20B. A motion for final approval of the Settlement will be
filed by Plaintiffs’ Counsel by June 16, 2016. The motion will also be posted on the Settlement website.
The Fairness Hearing may be moved to a different date or time without additional notice, so it is recommended that you
periodically check the Settlement website, www.harlequinsettlement.com, for updated information.
19.

Do I need to come to the hearing?

No. Plaintiffs’ Counsel will answer any questions the Court may have. However, you are welcome to attend the
hearing at your own expense. If you send in a written objection, you do not have to come to the Fairness Hearing to talk
about it. As long as you filed your written objection on time, the Court will consider it. You also may pay your own lawyer
to attend the Fairness Hearing, but his or her attendance is not necessary.
20.

May I speak at the hearing?

You may speak at the Fairness Hearing if you submitted an objection as described in the answer to question 12
and stated in your objection that you wish to be heard at the Fairness Hearing. You cannot speak at the hearing if you
exclude yourself from the Settlement.
If you choose to appear in person at the Fairness Hearing, you can appear yourself or by retaining an attorney at
your own expense to appear on your behalf. If the attorney is appearing on behalf of more than one Settlement Class
member, he or she must identify each of those members.
OT HER INFO RM AT IO N
21.

How do I get more information?

This notice summarizes the Settlement. More details are in the Settlement Agreement, which is available at
www.harlequinsettlement.com. If you still have questions, please send an email to info@harlequinsettlement.com or write
to Harlequin Class Action Settlement, c/o GCG, PO Box 9349, Dublin, OH 43017-4249.
Please do not contact Defendants, their counsel, the Court or the Clerk’s office.

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