Amchem Products, Inc. v. Windsor,
521 U.S. 591 (1997)

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No. 96-270. Argued February 18, 1997-Decided June 25, 1997

This case concerns the legitimacy under Rule 23 of the Federal Rules of Civil Procedure of a class-action certification sought to achieve global settlement of current and future asbestos-related claims. Never intending to litigate, the settling parties-petitioners and the representatives of the plaintiff class described below-presented to the District Court a class-action complaint, an answer, a proposed settlement agreement, and a joint motion for conditional class certification. The complaint identifies nine lead plaintiffs, designating them and members of their families as representatives of a class comprised of all persons who had not previously sued any of the asbestos-manufacturing companies that are petitioners in this suit, but who (1) had been exposed-occupationally or through the occupational exposure of a spouse or household member-to asbestos attributable to a petitioner, or (2) whose spouse or family member had been so exposed. Potentially hundreds of thousands, perhaps millions, of individuals may fit this description. All named plaintiffs alleged exposure; more than half of them alleged already manifested physical injuries; the others, so-called "exposure-only" claimants, alleged that they had not yet manifested any asbestos-related condition. The complaint delineated no subclasses; all named plaintiffs were designated as representatives of the entire class.

The exhaustive agreement, inter alia, (1) proposed to settle, and to preclude nearly all class members from litigating, claims not previously filed against petitioners; (2) detailed an administrative mechanism and a schedule of payments to compensate class members who meet defined exposure and medical criteria; (3) described four categories of compensable cancers and nonmalignant conditions, and specified the range of damages to be paid qualifying claimants for each; (4) did not adjust payments for inflation; (5) capped the number of claims payable annually for each disease; and (6) denied compensation for family members' loss-ofconsortium claims, for exposure-only plaintiffs' claims for emotional distress, enhanced risk of disease, and medical monitoring, and for "pleural" claims involving lung plaques but no physical impairment, even if otherwise applicable state law recognized such claims.



The District Court approved the settling parties' plan for giving notice to the class and certified the proposed class for settlement only. The court found, over numerous challenges raised by the objectors, that the settlement was fair, the court's jurisdiction properly invoked, and representation and notice adequate. Pending the issuance of a final order, the District Court enjoined class members from separately pursuing asbestos suits in any federal or state court. The Third Circuit ultimately vacated the District Court's orders. Although the objectors maintained that the case was not justiciable and that the exposure-only claimants lacked standing to sue, the Court of Appeals declined to reach these issues, reasoning that they would not exist but for the class certification. The court acknowledged that a class action may be certified for settlement only, but held that the certification requirements of Rule 23 must be met as if the case were going to be litigated, without taking the settlement into account. The court nevertheless homed in on the settlement's terms in examining aspects of the case under Rule 23 criteria. The Court of Appeals explained that certification was inappropriate because the class failed to satisfy, among other provisions, Rule 23(b)(3)'s requirement that questions common to the class "predominate over" other questions, and Rule 23(a)(4)'s adequacy of representation requirement. The court therefore ordered the class decertified.


1. The class certification issues are dispositive here in that their resolution is logically antecedent to the existence of any Article III issues. This Court therefore declines to resolve objectors' assertions that no justiciable case or controversy is presented and that the exposure-only claimants lack standing to sue. Cf. Arizonans for Official English v. Arizona, 520 U. S. 43, 66-67. The Court follows this path mindful that Rule 23's requirements must be interpreted in keeping with Article III constraints, and with the Rules Enabling Act's instruction that procedural rules not abridge, enlarge, or modify any substantive right. Pp. 612-613.

2. The sprawling class the District Court certified does not satisfy Rule 23's requirements. Pp. 613-629.

(a) Rule 23 gained its current shape in a 1966 revision. Its subdivisions (a) and (b) enumerate criteria that must be met for a class to be certified. Rule 23(b)(3) was the most adventuresome innovation of the 1966 Amendments, permitting judgments for money that would bind all class members save those who opt out. To gain certification under Rule 23(b)(3), a class must satisfy the requirements of Rule 23(a), among them, that named class representatives will fairly and adequately protect class interests; the class must also meet the Rule 23(b)(3) criteria

Full Text of Opinion

Primary Holding

When a class is certified only for settlement purposes, all of the certification requirements in Federal Rule of Civil Procedure 23 still apply.


The federal court system consolidated all of its asbestos exposure cases and transferred them to one court for resolution. Settlement negotiations started, and the steering committee of Amchem Products offered to settle all pending and future cases through the creation of a fund for paying claims. Two separate settlements were reached, one for pending cases and another for potential future claims. The parties sought to have the potential plaintiffs certified as a class for the purposes of the latter settlement. Nine individuals were selected as representatives of the putative class of victims and family members who had been exposed to asbestos but had not yet brought a claim.

The class was certified by the court, and the settlement was approved. The remaining class members were enjoined from bringing additional actions. However, Windsor and other members of the class opposed the settlement on the grounds that it disfavored people who did not have current problems. The class was de-certified by the appellate court, which ruled that the certification requirements in Federal Rule of Civil Procedure 23 were not met.



  • Ruth Bader Ginsburg (Author)
  • William Hubbs Rehnquist
  • Antonin Scalia
  • Anthony M. Kennedy
  • David H. Souter
  • Clarence Thomas

A court's impression that a settlement is appropriate and reasonable does not mean that it can cast aside the interests of class members who may not be fairly represented. The court erred in finding that the requirement of common questions of law or fact among the members was satisfied. Their shared interest in setting up a compensation scheme is insufficient to meet that requirement. Also, the named representatives did not fairly and adequately protect the interests of the class because they had a wide range of medical conditions and related interests. Notice could not be properly provided because many potential members would be unable to know whether they were members because their asbestos exposure had not been determined.

All of these issues should be evaluated as carefully for a certification related to a settlement as for a certification in advance of a trial, except for any concerns about the ease of administering a trial.

Concurrence/Dissent In Part

  • Stephen G. Breyer (Author)
  • John Paul Stevens

Mass tort cases demand a settlement mechanism that is easily available. A court should be more ready to find common issues of law and fact if the certification is based on a settlement, and the fact that the class is seeking a settlement should weigh in favor of certification.


  • Sandra Day O'Connor (Author)

Case Commentary

Future claims that are relevant to the class are just as relevant in evaluating a settlement as present claims. Certifying a class for a settlement that disposes of absent class members' claims is not permissible if there is a possible conflict among class members.

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