Full opinion text
MEMORANDUM OPINION McLAUGHLIN, District Judge. ■ Presently pending before the Court in this consolidated antitrust class action suit are several motions, including a motion by the Class to approve a proposed settlement of the lawsuit. Specifically, the Class seeks approval of the proposed settlement agreement and the proposed plan of allocation of the settlement proceeds. In addition, Class Counsel seek an award of $6.35 million in attorneys’ fees and $486,165 in unreimbursed expenses. Various absent class members have objected to the proposed settlement, the proposed allocation plan, and/or Class Counsels’ request for attorney fees. Certain of these objectors have further moved for the disqualification or removal of Class Counsel and the creation of a subclass consisting of independent oil producers. Objectors Lazy Oil Co., John B. Andreassi, and Thomas A. Miller Oil Co. also seek an incentive award in the event that the proposed class settlement is approved. This Court has jurisdiction pursuant to 28 U.S.C. §§ 1331 and 1337. The following constitute the Court’s findings of fact and conclusions of law with respect to these motions. I. FINDINGS OF FACT a. The Backgkound Facts 1. Lazy Oil, Co., John B. Andreassi and Thomas A. Miller Oil Co. filed class action complaints on April 19,1994, April 26,1994 and May 17,1994, respectively. On July 7, 1994, the Court entered an order consolidating these actions and appointing as co-lead counsel for the Plaintiffs Howard Sed-ran, of the Philadelphia law firm Levin, Fishbein, Sedran & Berman and Samuel Heins, of the Minneapolis law firm Heins, Mills & Olson. Howard Specter of Pittsburgh, Pennsylvania was appointed as liaison counsel for the Plaintiffs. Subsequently, ■ on October 11, 1994, Plaintiff Wynnewood Drilling Associates (hereinafter, 'Wynnewood”) filed its class action complaint. 2.All of the aforementioned actions were brought on behalf of identical putative classes composed of all persons (except for Defendants and their affiliates) who had directly sold “Penn Grade crude oil” to one or more of the Defendants between January 1, 1981 and the dates on which the actions were commenced. Plaintiffs alleged that Defendants — Witco Corporation (hereinafter, “Witco”), Quaker State Corporation and Quaker State Refining Corporation (collectively, “Quaker State”), Pennzoil Company and Pennzoil Products Company (collectively, “Pennzoil”)' — conspired among themselves and with unnamed co-conspirators to fix, lower, maintain and stabilize the price they paid to direct sellers of Penn Grade crude oil in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1. The complaints sought damages and an injunction prohibiting Defendants from engaging in the alleged conspiracy. 3. On June 30, 1995, the Court entered an order permitting the consolidated action to proceed as a class action pursuant to Rule .23(b)(3) of the Federal Rules of Civil Procedure on behalf of a class consisting of all “direct sellers of Penn Grade crude” to Defendants between January 1, 1981 and June 30, 1995. The Court designated Messrs. Sedran and Heins as Class Counsel. 4. Penn Grade crude oil produced in the Appalachian region of the eastern United States has qualities that make it especially useful in the production of engine lubrication oils. For many years, Penn Grade crude was considered one of the best crude oils for the production of motor oils and its qualities could not be produced synthetically. As time passed and • new technology emerged, refiners throughout the country were able to use synthetic additives to make improved motor oils with qualities equivalent to those of Penn Grade crude oil. (Def.s’ Expert Reports, Kalt and Lave.) By the late 1980s, three principal refiners of Penn Grade crude remained: Pennzoil, Quaker State and Witco. Recently, Witco has sold its refinery in Bradford, Pennsylvania and Quaker State has announced that it seeks to sell its Congo Refinery in Newell, West Virginia. 5. In response to Plaintiffs’ allegations of price fixing, Defendants denied having engaged in any conspiracy to fix prices, denied that producers had suffered any injury, and raised several affirmative defenses. Throughout this litigation, Defendants vigorously defended the case. 6. On September 27, 1995, the Court entered an order that provided for the sending of an approved form of notice (“Notice of Class Action”) to potential members of the Plaintiff class and a period of forty-seven days within which they could request exclusion from the class in accordance with procedures described in the order. Over 80,000 copies of the Notice of Class Action were sent out to potential. class members on October 18, 1995. (See “Notice of Filing of Affidavit Regarding Mailing of Notice and Publication of Summary Notice,” Doc. No. 93, at Ex. 1, Aff. Of Brad Heffler, CPA.) In addition, a summary notice was published in the Wall Street Journal and numerous other newspapers. 7. The names and addresses of the persons to whom notice was sent were drawn from the records of the Defendants reflecting persons to whom Defendants had made payments with respect to Penn Grade crude oil between January 1, 1981 and June 30, 1995. These persons included working interest owners and owners of royalty and overriding interests. Both the working interest and the royalty interest in a single oil well may be divided among many owners. A single individual may be assigned multiple account numbers in Defendants’ payment records. This is true for several reasons. First, a single individual may own royalty, overriding royalty, or working interests in multiple oil wells, and the Defendants’ records may assign a different account number to that individual for each well. Second, oil produced from a single well may be purchased by several buyers in succession over the life of the well and each time the buyer changes, the persons with economic interests in the crude oil may be given new account numbers in the purchaser’s system. Separate class notices were sent to each account number. Accordingly, the actual number of potential class members was substantially less than the number of notices mailed. While the precise number is impossible to determine, the parties’ best estimate put the number of potential class members (including working interest, royalty and overriding royalty interest owners) at between 20,000 and 30,000. 8. The Court previously granted final approval of a settlement with Quaker State in the amount of $4.4 million. The Quaker State settlement was entered into on or about December 20, 1995. It did not provide for any injunctive relief against Quaker State. After notice to class members and a hearing, the Court entered an order on June 13, 1996 approving the Quaker State settlement. Thus, only Pennzoil and Witco remained in the case as Defendants. 9. In mid-January 1997, an Agreement of Settlement Between Plaintiff Class and Pennzoil Company, Pennzoil Products Company and Witco Corporation (hereafter, “the Settlement Agreement” or the “Settlement”) was executed by counsel for Defendants Pennzoil and Witco and by all Plaintiffs’ counsel of record on behalf of the Plaintiff Class and two of the class representatives, Wynnewood and John B. Andreassi. The other two class representatives, Lazy Oil Co. and Thomas A. Miller Oil Co., had previously announced their opposition to the Settlement Agreement. Subsequently, John B. Andreassi announced that he was withdrawing his support for the Settlement Agreement. In light of the opposition of three of the four class representatives to the Settlement Agreement, Class Counsel moved to withdraw as counsel for the objecting class representatives but to continue representing Wynnewood and the Class. The Court conducted a hearing on this motion at which the three dissenting class representatives appeared and were heard. The Court thereafter granted Class Counsels’ motion by order dated February 24, 1997. The three dissident class representatives (hereinafter referred to as the “Lazy Oil Objectors”) later retained new counsel, Joseph E. Altomare of Titusville, Pennsylvania and Wayne Hundertmark of Seneca, Pennsylvania, to represent them in opposing the Pennzoil/Witco Settlement and in seeking other relief. 10. The Settlement Agreement with Pennzoil and Witco resulted after 2 and/6 years of hard fought litigation and a protracted period of arm’s-length negotiations between experienced antitrust lawyers. 11. The parties engaged in over 27 separate negotiating sessions to arrive at the Settlement. (Trans, of Hearing on Proposed Class Settlement, Vol. I at 19.) 12. The Court preliminarily approved the Settlement on February 4, 1997. An approved form of notice of the Settlement was mailed to class members on February 18, 1997 and published in The Wall Street Journal and numerous regional newspapers. The notice program is described in Notice of Filing of Affidavits Regarding Mailing of Notice and Publication of Summary Notice, dated April 16, 1997 [Doc. No. 222], 13. As described in the class notices, the Court scheduled a final approval hearing for 1:30 p.m. on April 23, 1997. In order to hear all the evidence, including witness testimony from the objectors to the'proposed Settlement Agreement, hearings were also held on April 28, 1997 and May 13, 1997. All persons who wished to object or comment upon any aspect of the Settlement were allowed to do so. During the course of the evidentiary hearing, the Court heard testimony from eleven live witnesses, including three expert witnesses. In addition, the Court has considered affidavits of seventeen persons and numerous documentary exhibits offered by the participants in the evidentiary hearing. b. The Pennzoil and Witco Settlement 14. The proposed settlement with Pennzoil and Witco, if approved by the Court, will resolve this litigation. Under the Settlement, Pennzoil and Witco have paid $9,700,000.00 and $4,800,000.00, respectively, into an escrow interest bearing account, for a total amount of $14.5 million. They also have paid $250,000.00 into a separate escrow account to pay for the costs of notice and settlement administration. The Settlement Agreement states that Pennzoil and Witco do not admit liability and have agreed to enter into the Settlement Agreement in order to avoid further expense, burden and distraction arising from this protracted litigation. 15. The Settlement Agreement (¶ 9) also provides that Pennzoil and Witco will agree to the entry of a consent order limiting certain communications with the Ohio Oil and Gas Association (“OOGA”) regarding their competitors’ posted prices for Penn Grade crude. Specifically, Pennzoil and Witco have agreed to stop communications with OOGA about their competitors’ posted price changes and have agreed not to call OOGA for news about their competitors’ posted price announcements, unless there is no other public source of the information. 16. Based upon purchases during the class period, the average market shares of the three refiners are approximately: Quaker State — 40%, Pennzoil — 40%, and Witco — 20%. (Ex. A to Pl.s’ Mem. in Supp. of Settlement, Doc. Nos. 216, 217.) Based upon a market share analysis of purchases from class members, Pennzoil and Witco will each pay approximately double the amount paid by Quaker State to settle this litigation. 17. The Settlement Fund, including both the Pennzoil and Witco funds and the Quaker State funds, less Court approved fees and expenses, will be distributed to members of the Class who submit claims in accordance with a plan of allocation and distribution. The Class has submitted a proposed plan of allocation, which was described in the mailed notice to class members. As we discuss in more detail, infra, certain members of the Class have objected to the proposed plan of allocation. 18. The Settlement provides for the dismissal with prejudice and the release of all claims of Class members that were or could have been asserted against Pennzoil and Witco in this action. If the Settlement is not approved, or if it is otherwise terminated or canceled, the settlement funds, less notice costs, will be returned to Pennzoil and Witco, and the status of the litigation prior to the execution of the Settlement Agreement will be restored. 19. The following objections to the proposed Settlement and positions regarding related matters have been filed or otherwise made known to the Court: a.The three dissenting class representatives, Lazy Oil Co., Thomas A. Miller Oil Co. and John B. Andreassi, joined by approximately 384 class members (collectively referred to herein as the “Lazy Oil Objectors”), object to the amount of the proposed Settlement and its failure to provide for future price relief. In addition, they seek to remove or disqualify Class Counsel, to certify a subclass of Plaintiffs comprised of “independent producers,” and to obtain “incentive awards” in the amount of $100,000 each for their contributions as class representatives; b. Ten additional class members (the “New York Objectors”) object to the amount of the Settlement and to Class Counsels’ application for attorneys’ fees; c. Class member Richard Fry objects to the proposed Settlement and seeks payment of $76,400 for various services he claims to have rendered to Class Counsel; d. Class Member Jack Master objects to the amount of the proposed Settlement and to its failure to include future price relief; e. A group of West Virginia class members (the “West Virginia Objectors”) oppose the proposed plan of allocating the Settlement Fund among class members, and to Class Counsels’ application for attorneys’ fees; and f. An Ohio class member, Beldon & Blake Corporation, objects to Class Counsels’ application for attorneys’ fees. c. The Adequacy of the Pennzoil and Witco Settlement 20. The factors to be considered in evaluating a settlement under Fed. R.Civ.P. 23(e) are: (1) the complexity, expense and likely duration of the litigation; (2) the reaction of the class to the settlement; (3) the stage of the proceedings and the amount of discovery completed; (4) the risks of establishing liability; (5) the risks of establishing damages; (6) the risks of maintaining the class action through the trial; (7) the ability of the Defendants to withstand a greater settlement; (8) the range of reasonableness of the settlement fund in light of the best possible recovery; and (9) the range of reasonableness of the settlement fund in light of all the attendant risks of litigation. See Girsh v. Jepson, 521 F.2d 153, 157 (3d Cir.1975); In re General Motors Corp. Pick-Up Truck Fuel Tank Products Liability Litigation, 55 F.3d 768, 785 (3d Cir.1995) (hereinafter, “GM Trucks Litig.”); cert. denied, General Motors v. French, 516 U.S. 824, 116 S.Ct. 88, 133 L.Ed.2d 45 (1995). 1. The Complexity, Expense and Likely Duration of the Litigation 21. The first factor in evaluating a settlement is the complexity, expense and likely duration of the litigation. This case involved numerous complex factual and legal issues relating to whether the alleged conspiracy took place and, if so, the damages suffered by the Class. The complex issues included, inter alia, the definition of the relevant markets; the effect of an oligopsony on pricing behavior; the inferences to be drawn from evidence of price exchange communications by Defendants; the possible tolling of the statute of limitations because of alleged fraudulent concealment; the determination of the appropriate benchmark crude to calculate damages; and the determination of damages. 22. The complex issues relating to damages were the subject of conflicting testimony by numerous experts on both sides. 23. Given the complexity of this case, the large number of fact and expert witnesses and the voluminous documents relied on by both sides, the preparation for trial and the conduct of the trial itself would have been very time consuming and expensive. Also, absent a settlement, an enormous amount of additional time and expense would have been needed in connection with any motion under Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579, 113 S.Ct. 2786, 125 L.Ed.2d 469 (1993), concerning the admissibility of certain disputed expert testimony. The Defendants had stated to the Court that they were going to move for a Daubert hearing. In addition, it was likely that there would have been a new round of expert discovery arising from the opinions of Plaintiffs’ rebuttal experts. Moreover, regardless of the outcome of the trial, it was highly likely that there would have been an appeal by the party that lost at trial, and such an appeal would have increased the expense and duration of the litigation. 24. During the course of this litigation, Defendants have contested virtually every element of Plaintiffs’ claims concerning both liability and damages. The Settlement provides benefits to the Class years earlier than would be possible if this case proceeded to trial and subsequent appeals. Thus, the Settlement not only avoids the substantial risks and uncertainties inherent in further litigation, it also obviates the need for expensive and protracted litigation. 2. The Reaction of the Class to the Settlement 25. The proposed form of Notice of the Settlement was submitted to the Court for its review on or about January 21, 1997. On February 4, 1997, the Court approved the Notice and directed that it be mailed and published. 26. Notice of the proposed settlement with Pennzoil and Witco was mailed to class members from customer lists developed from the electronic customer files of Quaker State, Pennzoil and Witco. The mailed notice was sent to 75,691 potential class members on February 18, 1997. (Notice of Filing of Affidavits Regarding Mailing of Notice and Publication of Summary Notice, dated April 16, 1997 [Doc. No. 222].) 27. In addition to the mailed class notice, a summary notice describing this Settlement was published in The Wall Street Journal on March 7, 1997 and in more than 30 newspapers in the Appalachian region. (Id.) 28. The Settlement was supported not only by class representative Wynnewood Drilling Associates, but also by the overwhelming majority of other class members. 29. Several of the largest and most sophisticated producers of Penn Grade crude submitted affidavits in support of the Settlement. Jerry Jordan, chairman of Ohio-based CGAS Exploration, Inc. (“CGAS,” formerly known as The Clinton Oil Company), submitted an affidavit in support of the Settlement. CGAS is one of the largest producers in the state of Ohio. (See Pennzoil Ex. G-3, Depo. of Thomas Stewart at 15, 33; Aff. of Jerry Jordan, Ex. B, “Exhibits To Mem. Of PI. Class in Supp. Of Final Approval of Settlement” [Doc. No. 217]; Tr. Vol. Ill at 117.). A tabulation attached to Mr. Jordan’s affidavit shows that CGAS sold approximately four million barrels of crude oil during the period covered by the alleged conspiracy. (Aff. Of Jerry Jordan.) 30. Edward G. Wallace, Jr. likewise filed an affidavit in support of the Settlement. (Aff. of Edward G. Wallace, Jr. [Doc. No. 231].) During the period January 1, 1981 to June 30, 1995, Mr. Wallace was the president of and/or owned a controlling interest in McAlester Fuel Company, U.S. Exploration Company, and Republic Mineral Corporation. Mr. Wallace estimated that these companies had dollar sales of approximately $500,000 to Defendants during the 1981-95 period. (Id.) 31. In addition, Charles Kirkwood, a director and vice president of Pennsylvania General Energy Corp. (“PGE”) submitted an affidavit in support of the Settlement (see Aff. of Charles Kirkwood [Doc. No. 232]) and testified in support of it at the evidentiary hearing. (Tr., Vol. I at 22-47.) Mr. Kirkwood graduated from Harvard Law School in 1960. He testified that his decision to support the Settlement was based upon a review of expert reports, briefs and memoranda filed in this case addressing the various opinions on the range of damages, as well as the affidavit of former Third Circuit jurist Arlin Adams. (Tr., Vol. I at 43-44.) PGE is currently the largest producer of Penn Grade crude in the Commonwealth of Pennsylvania. During the period 1990 through 1995, PGE sold approximately one million barrels of Penn Grade crude to the Defendants. Id. at 23. 32. Together, CGAS, Edward G. Wallace, Jr., and PGE account for approximately 2-3% of all sales of Penn Grade crude to the Defendants. 33. Two West Virginia crude oil producers appeared at the hearing and presented testimony on behalf of the West Virginia Objectors. Barry Lay, Vice President of Engineering for the Waco Oü and Gas Company, testified that his company had sold the Defendants in excess of half a million barrels of oil between 1990 and 1994. (Tr. Vol II, 164-65.) Denny Har-tón, another witness for the West Virginia Objectors, is President and CEO of Gas-Search Corporation, as well as a member of the Board of Directors of the Independent Oil and Gas Association of West Virginia (“IOGA”) — a trade association representing over 300 West Virginia crude oil producers. (Tr. Vol II, 178-180; 189.) These witnesses (and their counsel) stated their opposition to the proposed allocation formula and to Class Counsels’ petition for attorneys’ fees, but did not oppose the Settlement itself. (Tr. Vol II, 159-60,167-68; 180,184,188-89.) 34. Approximately 80% of the Penn Grade crude produced during the class period came from Ohio. (See Ex. “A,” Exhibits to Mem. of PL Class in Supp. of Settlement With Def.s Pennzoil Co. Pennzoil Products Co. and Witco Corp., dated April 14, 1997 (“Plf.s’ Ex.s to Settlement Mem.”)). 35. Very few objections from Ohio producers have been submitted and those Ohio producers who have objected account for a minuscule percentage of sales of Penn Grade crude to the Defendants. See Affidavits of Edward Radetich, Susan Hamric and Patrick Shannon. Only one producer with operations in Ohio, accounting for only about 3000 barrels of crude during the relevant period, is included in either group of objectors. (Pennzoil Ex. B at 5.) The Court accords considerable weight to the absence of significant Ohio opposition to the Settlement. 36. There are two primary groups who oppose the Settlement itself. The first group, previously referred to as the “Lazy Oil Objectors,” consists of three dissident class representatives (Lazy Oil Co., John B. Andreassi, and Thomas A. Miller Oil Co.) and approximately 384 individuals who have filed “Affidavits of Joinder” expressing their desire to join in the dissident class representatives’ objections. The second group consists of ten producers with operations principally in New York (the “New York Objectors”), who are represented by attorneys Loren Bly and William J. Brennan. Neither of these groups has come forward with information regarding the volumes of oil they sold to Defendants during the relevant class period. Affidavits submitted by Defendants and by Class Counsel, reflecting information derived from payment records of the Defendants, indicate that both groups of opponents in the aggregate represent no more than three percent of the Class, both in terms of numbers of class members (if the Class is estimated to include 20,000 or more persons) and volume of oil sold to the Defendants from the Class during the pendency of the alleged conspiracy (estimated by Plaintiffs’ experts to be upwards of 92 million barrels). See Affidavits of Edward Sincavage, Sue Hamric and Patrick Shannon. 37. In addition, individual objections have been submitted by Messrs. Richard Fry and Jack Master. a. The Lazy Oil Objectors 38. Lazy Oil Co., a class representative, has been a very small producer of Penn Grade crude. Bennie Landers, a principal of Lazy Oil, testified that during the period 1987 to June 1995, Lazy Oil sold no Penn Grade crude to Witco and has not sold much Penn Grade crude to Pennzoil. (Tr., Vol. II at 84-85.) For the period 1981 through 1988 and 1990 to 1995, Lazy Oil sold only 135,905.1 barrels to Quaker State. (Id. at 85.) 39. In total, class representative Lazy Oil Co., Bennie Landers and his related company, Kaylor Natural Gas Co., and John B. Andreassi represent 0.0135321894% of total sales to Quaker State for the period 1981 to 1988 and 1990 to 1995. (Aff. of Edward J. Sincavage, dated April 25,1997.) 40. Approximately 384 producers submitted joinders to the objections of Lazy Oil (“Joinders”). Together, all of the Join-ders and Lazy Oil, John Andreassi, and Thomas A. Miller Co. represent only 1.387% of the total sales to Quaker State during the class period (not counting the year 1989 for which data was not available). (Sincavage Aff. dated 4/25/97, at ¶ 8.) 41. Bennie Landers advised class members about his alternative damage theory of lost profits and advised them how they could register an objection to the Settlement. (Tr., Vol. II at 82.) 42. The Court has carefully considered the objections to the Settlement by class representatives Lazy Oil Co., Thomas A. Miller Oil Co., and John B. Andreassi. For reasons described in these findings, the Court finds that, while these class representatives are well-intentioned, their views about this litigation are misguided, as are their objections. The persons who have objected to the proposed Settlement have not advanced valid criticisms of the Settlement. The objectors complain chiefly that the Settlement is inadequate because: (1) it fails to take account of alleged substantial “lost profits” that class members would have received if the price of Penn Grade crude had been higher than it actually was; and (2) it fails to ensure a higher price for Penn Grade crude in the future. As discussed in further detail below, the Lazy Oil Objectors’ “lost profits” damage theory is speculative, contrary to market realities, and otherwise conceptually flawed. Further, the “lost profits” measure of damages would have posed serious problems to the continued maintenance of this case as a class action, since the lost profits of each individual class member are not susceptible to class-wide proof. As is also discussed in more detail below, Plaintiffs would not be entitled to a future crude oil price guarantee even if they were successful at trial. (i) The Lost Profits Measure of Damages 43. As we note above, one of the main arguments advanced by the Lazy Oil Objectors is that Class Counsel purportedly used the wrong measure of damages. Instead of using the price differential measure of damages, the Lazy Oil Objectors contend that Class Counsel should have used the lost profits measure of damages. 44. Under the price differential measure of damages, a comparison is made of the price actually received during the alleged conspiracy period and what the price would have been in the “but for” world. [This involves- comparing the allegedly conspiratorially depressed prices paid for Penn Grade crude with the prices paid for a competitive “benchmark” crude- — i.e. one that was not affected by the alleged conspiracy. In this case, Plaintiffs’ experts used “Illinois Basin” as the competitive “benchmark” crude.] 45. Lazy Oil objects to the damage analysis used by Plaintiffs’ experts, including the experts’ comparison of the values and prices of Penn Grade crude with the “benchmark” crude. (Tr., Vol. II at 56-57.) However, the price differential method is “widely used -and accepted as a valid approach” for calculating damages. (Aff. of Dr. Kevin Neels dated 4/11/97 [Doc. No. 220].) 46. Under the lost profits theory, damages are calculated as the difference between the profits that the Plaintiffs actually earned and the profits they would have earned, but for the alleged conspiracy. (Aff. of Dr. Neels.) The central premise of the Objectors’ theory is that, in the “but for” non-conspiratorial world, higher oil prices would have provided additional income to independent oil producers, which in turn would have allowed them to engage in necessary remedial work on their existing wells and/or the drilling of new wells. This additional production in turn would have spawned further profits. The Lazy Oil Objectors argue that the damages analysis performed by the Class’s experts is patently deficient because it fails to take into account this element of foregone profits. 47. Dr. Neels explained in his April 11, 1997 affidavit that the Lazy Oil Objectors’ lost profits damages theory erroneously inflates the amount of damages sustained by oil producers and, depending on- certain variables such as the cost of drilling new wells, can actually yield a lower estimate of damages than that produced under the price differential theory used by Plaintiffs’ experts. ■ 48. Dr. Neels pointed out other conceptual flaws in the lost profits damages theory. For example, he noted that the Lazy Oil Objectors’ theory rests upon the assumption that there is an unlimited number of new wells of constant productivity that could be drilled in the Appalachian Basin, which appears to be questionable. Also, the objectors’ theory presumes that the market could absorb such, increased production, despite evidence that Defendants, throughout the alleged conspiracy period, were operating at close to full capacity. (Aff. Of Dr. Neels.) 49. Dr. Neels testified that the price differential model of damages undertaken by Dr. House calculated the “vast bulk” of the Class’s damages in the case and was a “substantially complete” model. (Tr. Vol. II at 229.) 50. The Court finds Dr. Neels’s affidavit and testimony persuasive in this regard and therefore credits his opinion relative to the Lazy Oil Objectors’ lost profits damages theory. Consequently, the Court is not persuaded by the Objectors’ argument that, absent further record development concerning the lost profits element of damages, the record is too incomplete to make a meaningful assessment of the adequacy of the Settlement. 51. In addition to the foregoing problems, there are a host of individualized and predominating factual questions in the context of a class action that need to be determined in connection with a damage theory based upon the lost profits measure. Dr. Neels in his April 11, 1997 affidavit observed that a lost profits measure of damages would require individualized information concerning operating costs, exploration and drilling costs, the likely productivity of new wells brought on-line in response to the financial incentives created by higher prices, and the ability of producers to market the new production either to the Defendants or to other refiners. (Aff. Of Dr. Neels dated 4/11/97.) The witnesses who testified on behalf of the Lazy Oil Objectors confirmed the existence of these individualized factual questions. 52. For example, Victor W. Henderson, an expert appraiser of oil and gas properties, opined that it would be possible to calculate, on a class-wide basis, the estimated lost profits suffered by the Class as a result of Defendants’ alleged conduct. Mr. Henderson admitted during his testimony that, in determining the value of an oil producing property, one needs to look at (among other things): the producing horizon of the particular property; its water production, which varies by well; the extent to which the property requires deep drilling; pricing histories of certain wells; production histories; operating expenses and tax burdens. (Tr., Vol. I at 79-81.) He claimed that one could arrive at estimated values for these factors (and thereby calculate an estimate of class-wide damages) by obtaining data about typical operating expenses, tax burdens, etc., for each given area of similar depth within a particular producing horizon. (Id.) 53. Mr. Henderson admitted that, while there is a general relationship between the price of oil and production, if one looked to a given property, one might find a particular producer operating for some odd reason in an unreasonable fashion. (Id. at 82.) 54. Mr. Henderson further acknowledged that, even with an increase in the price of Penn Grade crude, one would not find that there would be remedial well work on each and every property or that there would be new drilling activity. (Id. at 90.) He opined that, in order for there to be additional development drilling or remedial work, there has to be a sustained price increase of six months to a year. (Id. at 92.) However, the actual length of time that a price increase would need to be sustained in order to stimulate increased production varies among producers. Moreover, while Mr. Henderson would attempt to draw general conclusions about the Appalachian Basin as a whole, he admitted that the level of price increase necessary to motívate a particular producer to drill new wells varies from producer to producer. (Id. at 96.) Mr. Henderson also admitted that, at a dollar increase in the price of Penn Grade crude oil, he could not tell whether any particular producer would drill new wells. (Id.) 55. With respect to shut-in wells, the determination of whether an increase in the price of crude oil would result in the start up of a shut-in well, as opposed to the drilling of a new well, must be determined on a case-by-case basis. (Id. at 92-93.) The analysis of the cost to start up a shut-in well also varies well by well. (Id. at 93-94.) Further, whether a particular producer owns idle wells is an important factor affecting the likelihood of new drilling. Bennie Landers testified that he would put any additional resources first into idle wells, rather than new drilling, because idle wells create a cash flow problem as well as environmental problems. (Tr., Vol. II at 102.) 56. Victor Henderson conceded that many of the factors that affect new drilling' — -including the drilling depth, the method of completion, the availability of land space on which to drill, the presence of shut-in wells, etc., all vary among producers. (Tr., Vol. I at 95-96.) 57. In addition, to the extent that an increase in the price of Penn Grade crude oil increased production, the refiner purchasers of Penn Grade crude would most likely first look to those producers that were located closer to their refineries. (Id. at 99.) Therefore, under the lost profits theory, it is possible that there could be an intra-class conflict in showing lost profits among class members, as producers farther away from refineries would theoretically suffer less harm than those located closer to refineries. 58. Further, assuming that higher oil prices would lead to increased oil production, Victor Henderson was unable to distinguish new oil production by, e.g., Pennzoil from new production by class members. (Tr., Vol. I at 102.) This points up a serious flaw in the Lazy Oil Objectors’ damage approach, because production by the Defendants must be eliminated from any calculation of class-wide damages. Mr. Henderson acknowledged that, after developing an estimate of the incremental production that the Appalachian Basin, as a whole, would have theoretically produced in response to higher oil prices, it would be necessary to go back and allocate the production by referring back to individual persons and entities (such as the Defendant refiners) in order to ascertain whether they in fact drilled new wells or produced new oil. (Id.) 59. Victor Henderson admitted that his mass appraisal approach to lost profits has never been applied or tested in the context of a class action lawsuit. (Tr., Vol. I at 71-72.) The Lazy Oil Objectors did not provide any reasonably reliable evidence to persuade the Court that, under their lost profits theory, damages suffered by the Class could be accurately determined on a class-wide basis. 60. Another witness for the Lazy Oil Objectors, Samuel T. Pees, a petroleum geologist, confirmed that there are individual variations with respect to the price level at which wells would come back into production. He agreed that Penn Grade prices had to get to $25-$30 per barrel in order to get wells back into production. (Tr., Vol. I at 123-35.) 61. Mr. Pees also acknowledged that the cost of producing a new well depends primarily on the depth of drilling, which varies widely across the Basin. (Tr., Vol. I at 115.) 62. William C. Henderson (no apparent relation to Victor Henderson) also testified for the Lazy Oil Objectors. He is a producer of crude in the Appalachian region and also has a drilling business. (Tr., Vol. II at 8.) William Henderson testified that, in order for higher oil prices to stimulate additional production, the price increase has to be sustained for at least a year or more. (Id. at 27.) In contrast, Victor Henderson testified that a price increase had to be sustained for six months to one year. Thus, it would appear that there is no consensus among producers as to how long a price increase must remain in effect in order to stimulate increased production. 63. William Henderson testified that his lifting cost (the cost to lift crude) was approximately $21.00 per barrel on average. He acknowledged, however, that costs are higher on some leases than on others. (Tr., Vol. II at 24.) Bennie Lan-ders testified that his lifting cost was $17.00 per barrel. (Id. at 41.) Thus, it is evident that lifting costs vary on an individualized basis. An individual’s lifting costs would necessarily factor into the determination as to what level price is necessary in order to induce additional oil production. 64. In summary, the Court finds that the lost profits damage theory propounded by the Lazy Oil Objectors would necessarily require numerous individualized factual inquiries and, therefore, it is doubtful that such a theory would be susceptible to proof on a class-wide basis. Dr. Neels testified that the many differences among class members in terms of their cost structures, number of wells owned, drilling costs, etc., would require highly individualized factual inquiries under a lost profits theory. (Tr., Vol. II at 239-42.) The Court is persuaded by Dr. Neels’s opinion on this point. 65. In addition, other considerations lead the Court to conclude that the lost profits measure of damages is a less feasible approach than the ■ price differential measure used by Plaintiffs’ experts. The Court acknowledges Victor Henderson’s opinion that lost profits could be reasonably estimated on a class-wide basis. We reiterate our finding that the individualized nature of many of the factors that would impact on such a calculation (as outlined above) render this approach dubious in a class-action context. At worst, the lost profits approach, as outlined by Victor Henderson, could lead to decertifi-cation of the Class. At best, it is an approach founded upon multiple generalized assumptions — including generalizations about the conditions of a “typical” well and how a “typical” producer in a given area would react to certain pricing fluctuations. While the Court recognizes that a certain level of generalization and imprecision inheres in any class-wide damages calculation, the Court finds that a lost profits approach would yield a substantially less precise measurement of damages than the price differential method because it would be less capable of targeting an individual class member’s damages. Indeed, the Court finds that the lost profits approach in the context of this case could well be attacked as speculative. Dr. Neels testified that the highly individualized circumstances of each producer would mean that the probability of additional drilling would vary from producer to, producer. Thus, Dr. Neels did not believe that one could accurately predict the level of drilling that would have occurred in the “but for” world under a mass approach to lost profits. (Tr., Vol. II at 242.) Once again, we find Dr. Neels’s testimony persuasive in this regard. 66.In addition to being ill-suited for class-wide resolution and somewhat speculative in nature, the lost profits model of damages suffers from other conceptual flaws which render questionable its utility. For one, we note that there was some evidence in this record that the Defendants had been operating at or near full capacity throughout the alleged conspiracy period. (See expert report of Dr. Kalt; see also Tr., Vol. II at 235-36.) Thus, there was evidence in this record that could potentially undermine a key assumption of the lost profits theory — that additional oil could have been marketable and would have been profitable. Dr. Neels testified that, if the refiners were operating at economically full rates, introduction of a significant percentage of additional oil into the market would drive prices down. (Tr., Vol. II at 238.). 67. In addition, there was testimony at the hearing that, even assuming a seven percent increase in the price of oil during the conspiracy period (the percentage by which Dr. House calculated that the Class was underpaid), Penn Grade crude prices would not have reached a sustained price level high enough to induce additional drilling. (Tr., Vol. II at 26-27; 231-35.) 68. There was also evidence that other factors beside price affected the rate at which new oil wells were drilled in Pennsylvania, including the Pennsylvania Oil & Gas Act and the Tax Reform Act of 1986. (Tr., Vol. II at 28.) Thus, apart from problems with class-wide proof, the lost profits model of damages suffers from substantive conceptual problems. 69. ■ Finally, we find that adoption of the Lazy Oil Objectors’ lost profits theory would result in tremendous expense and would unduly protract this litigation. Victor Henderson stated that, in order to develop a class-wide lost profits model of damages, he would require a team of the experts, including a geologist and an economist. (Tr., Vol. I at 82-84.) Mr. Henderson1 felt that it would take 2-3 months to develop the damages model. However, Samuel Pees testified that he would require a team of 7-8 individuals working for at least 3-6 months in order to develop a model of the geographic parameters of the Appalachian Basin. (Tr., Vol. I at 120.) The Court concludes that pursuing a lost profits model of damages, as outlined by the Lazy Oil Objectors, would require a tremendous investment of time and money without significantly enhancing the Class’s chances for an increased recovery. Indeed, in light of the many problems presented by the Lazy Oil Objectors’ lost profits model, we find that it was reasonable for Class Counsel to pursue a price differential theory of damages in the context of this case. 70.For all of the foregoing reasons, the Court finds that the lost profits measure of damages is a less feasible approach in the context of this class action lawsuit than the price differential theory of damages employed by the Class’s experts. Accordingly, the Lazy Oil Objectors’ complaint that the proposed Settlement should be rejected because it fails to account for lost profit damages is not persuasive. (ii) The Objection Relative to Future Pricing 71. The Lazy Oil Objectors also oppose the Settlement on the ground that it does not, in their opinion, provide enough security that the price of Penn Grade crude will be maintained at competitive levels in the future. (Tr., Vol. II at 73-74.) Bennie Landers testified that he was looking for a settlement agreement that would stabilize future prices and thereby provide economic security for Penn Grade producers in the future. (Id. at 74-75.) 72. In connection with the settlement negotiations with Pennzoil and Witco, Mr. Landers requested that the Settlement provide that future prices would be pegged to the NYMEX price for crude. (Id. at 113.) This demand was communicated by Class Counsel to Pennzoil and Witco. However, it is undisputed that the Defendants were unwilling to agree to such terms as part of the Settlement. (Id. at 113-14.) 73. Further, Mr. Landers admitted that he was looking for an agreement with the Defendants whereby future oil prices would be stabilized at a particular price for a particular period of time. (Tr., Vol. II at 74.) Mr. Landers admitted to being advised by Mr. Sedran that such an agreement was not possible because it would be in violation of the law. (Id. At 75.) .74. Mr. Landers next suggested that what he actually sought was stronger in-junctive relief. He explained that he was essentially looking “to stop [the Defendants] from doing [in the future] what they were doing [in the past].” (Tr., Vol. II at 76.) This, he felt, would result in a true competitive marketplace and, by implication, higher oil prices. (Id.) 75.However, it is undisputed that, at the time of the settlement hearings Quaker State was in the process of selling its Congo refinery, and Witco had already sold its Bradford refinery. As Mr. Lan-ders acknowledged, neither Witco nor Quaker State will be purchasing Penn Grade crude oil in the future. (Tr., Vol. II at 112-13.) Therefore, any future injunc-tive relief as to these two companies would essentially be meaningless, since Pennzoil would not be in a position to conspire with either Witco or Quaker State relative to the future pricing of Penn Grade crude oil. 76. The absence of the injunctive relief sought by the Lazy Oil Objectors does not render the Settlement Agreement unfair or unreasonable. (iii) The Alleged Procedural Deficiencies 77. The Lazy Oil Objectors also attack the Settlement on the ground that the class members’ due process rights have been compromised by the conduct of Class Counsel and by inadequacies in the class notice. They complain that they had no input into either the negotiating process or the selection of the theory of damages on which the case was to proceed. Mr. Lan-ders claimed that the Settlement was presented to him as a fait accompli and, in addition, he was asked to delay his decision about the Settlement until after the Class had voted. 78. The Court finds, as a factual matter, that Mr. Landers Was involved in the settlement process. As previously noted, Class Counsel demanded, on behalf of Mr. Landers, that future Penn Grade crude oil prices be pegged to the NYMEX prices. This request was rejected by the Defendants. (Tr., Vol. II at 113-14.) 79. Further, there is evidence that Mr. Sedran had contact with Mr. Landers through his personal representative, Reid Eschallier. The Court credits Mr. Sed-ran’s testimony that, while Mr. Landers was not involved in the “back and forth” of every settlement demand and offer, Mr. Eschallier was involved in some of the settlement discussions and was apprised of the general range of settlement. (Tr., Vol. II at 152-54.) 80. The Court further credits Mr. Sed-ran’s testimony that, in the course of his contacts with Mr. Landers, Mr. Landers made settlement demands which Mr. Sed-ran felt were outrageous, not in the best interest of the Class, and incapable of being obtained in this litigation. {Id. at 154.) 81. The objectors complain that they were not given a voice in the selection of the Class’s theory of damages. However, we reiterate our previous finding that, in the context of this case, the lost profits theory advanced by the Lazy Oil Objectors was a less feasible approach to damages than the price differential theory used by the Plaintiffs’ experts. Accordingly, Class Counsel acted reasonably and in the best interests of the Class as a whole in adopting a price differential measurement of damages. 82. Mr. Landers complains that he was presented with the Settlement at the last minute and asked to approve it on short notice. He claims that Mr. Sedran urged him to forego objecting to the Settlement until the Class as a whole had an opportunity to vote on it. The Court credits Mr. Sedran’s testimony that he did not talk Mr. Landers into agreeing to withhold his views pending a class response to the Settlement. Rather, the Court finds that Mr. Sedran initially urged Mr. Landers to think over the terms of the Settlement Agreement and try to absorb the information before arriving at a decision whether or not to support it. (Tr., Vol. II at 145.) Subsequently, when Mr. Landers voiced his opposition to the Settlement, Mr. Sed-ran sought Mr. Landers’s view concerning the propriety of submitting the Settlement Notice to the Class in order to ascertain the Class members’ views about the Settlement. (Tr., Vol. II at 145-46.) We find no evidence that Mr. Sedran engaged in misconduct in this regard. And, in any event, the class members were ultimately advised in the notice that some of the named class representatives did not approve of the proposed Settlement. 83. The Court further finds that, in negotiating the proposed Settlement Agreement, Class Counsel acted responsibly and in the best interests of the Class as a whole. 84. The Lazy Oil Objectors also claim that there were fatal deficiencies in the notice that was sent to Class members to inform them of the proposed Settlement, viz: it incorrectly states that only two (rather than three) of the class representatives opposed the Settlement Agreement; it fails to disclose that the previous settlement with Quaker State was a mere “icebreaker” settlement, not one intended to be a fair, adequate and reasonable compromise of the Class’s claims against Quaker State; and it fails to disclose the total amount of possible recovery being compromised. 85. The Lazy Oil Objectors’ claim that the Class Notice was misleading is unfounded. The Notice adequately advised class members of the terms of the Settlement; the proposed allocation formula for the settlement proceeds; the fact that certain of the class representatives opposed the Settlement; the request of Class Counsel for attorneys’ fees and reimbursement of expenses; the request for incentive awards for the class representatives; the date and time of the final hearing, and the class members’ right to object to the Settlement. To the extent that the Class Notice lacked any pertinent information necessary for class members to arrive at an informed decision about the Settlement, class members were invited to inspect the public file or to contact a toll-free number to obtain additional information. 86. Further, the Court finds that none of the alleged omissions or misstatements in the class notice are so material as to have likely influenced or altered the absent class members’ response to the Settlement in a significant manner. While the purported notice deficiencies may have some relevance in terms of assessing the reaction of absent class members, the Court considers them to be of essentially minor relevance in light of the many factors informing our assessment, of the Settlement Agreement. In any event, none of the alleged notice deficiencies persuade the Court that the Settlement Agreement is unfair, unreasonable, or otherwise not in the best interests of the Class as a whole. b. The New York Objectors 87. A group of ten objectors (referred to hereinafter as the “New York Objectors”) has opposed the Settlement. According to Defendant Pennzoil’s records, the New York Objectors’ sales to Pennzoil between the years 1987 to 1995 total approximately 184,987 barrels, or less than .05% of the Appalachian crude that Pennzoil purchased during that period. (Tr., Vol. Ill at 118.) 88. The New York Objectors, like the Lazy Oil Objectors, oppose the Settlement on the grounds that the monetary component is insufficient and the injunctive relief is not strong enough. These objectors offered no evidence at the hearing in support of these assertions, but instead essentially based their position on the proof submitted by the Lazy Oil Objectors. In addition, they oppose Class Counsels’ request for an award of attorneys’ fees. These issues are dealt with in more detail, infra. c. The Objections of Richard Fry, Jack Master and Others 89. The Court has considered all other objections and is not persuaded that they warrant disapproval of this Settlement. Class member Richard Fry, a very small producer (Tr., Vol. Ill at 20), objects that the settlement amount is insufficient. For the reasons discussed in detail below, the Court finds the settlement amount to be adequate. Consequently, the objections by Mr. Fry are denied. 90. Mr. Fry has also requested that he be awarded $71,000 for unspecified investigative services. That request is denied. Mr. Fry has failed to demonstrate that he has done anything that warrants such a payment. Moreover, the conduct of Mr. Fry in connection with his effort to procure an affidavit from a factual witness, Timothy Weaver, is suspect. It appears that Mr. Fry is seeking payment on account on his attempt to act as a broker to have Mr. Weaver provide additional testimony in this case. (Tr., Vol. Ill at 23-24, 151-155.) The Court does not find that there existed any agreement between Mr. Fry and class counsel that would support Mr. Fry’s request for payment. 91. Jack Master, a producer and the current President of the Pennsylvania Independent Oil Producers also objected to the Settlement. Mr. Master claims that the Settlement fails to ensure a sufficiently high price to producers for Penn Grade crude, whose quality he considers to be superior to that of competing crudes. However, as discussed in more detail below, competitors and parties cannot reach any agreement proscribing a particular price level for Penn Grade crude without running afoul of the antitrust laws. 3. The Stage of the Proceedings and the Amount of Discovery Completed 92. Another factor to consider in evaluating the proposed Settlement is the stage of the proceedings and the amount of discovery completed at the time of the Settlement. 93. The proposed Settlement with Pennzoil and Witco was reached on January 15, 1997, more than 2]é years after the litigation commenced. Before the Settlement was entered into, Plaintiffs had completed merits discovery and much of the expert discovery, as discussed above. 94. During the lengthy discovery process, Defendants produced almost 1.5 million pages of documents which were reviewed and analyzed by Plaintiffs’ counsel. In addition, substantial quantities of information were produced in electronic form and more than 80 depositions were conducted, including depositions of Defendants’ current and former employees as well as third party witnesses. Also, substantial expert discovery was completed, including preparation of numerous expert reports, rebuttal reports and the depositions of Plaintiffs’ and Defendants’ experts. 95. Since the Settlement was reached after the completion of extensive discovery, Plaintiffs’ counsel were fully aware of the strengths and weaknesses of their case and could make an informed decision as to the fairness and reasonableness of the Settlement. 96. With discovery essentially complete, the Defendants were preparing to file dispositive motions attacking every aspect of Plaintiffs’ case. These included a renewed motion for summary judgment and a motion seeking to strike all of Plaintiffs’ expert witnesses for failure to satisfy the requirements of Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579, 113 S.Ct. 2786, 125 L.Ed.2d 469 (1993). Defendants’ motion to strike Plaintiffs’ three rebuttal expert witnesses (on non-Daubert grounds) was pending at the time the Settlement Agreement was reached, but was later denied, without prejudice to re-filing. Thus, it is likely that this motion too will be reasserted by Defendants in the event the Settlement is not approved. 97. The settlement negotiations between counsel for the parties were conducted at arms’-length and were extensive. There were 27 negotiating sessions that spanned a period of 8 months, from March, 1996 to November, 1996. (Tr., Vol. I at 19.) The Settlement that resulted reflected reasonable compromises on both sides. A The Risks in Establishing Liability at Trial 98. If this case had' proceeded to trial, Plaintiffs were confronted with substantial obstacles and risks in establishing liability on the part of the Defendants. 99. This was not a case where the Defendants had been convicted or pleaded guilty to criminal charges of price-fixing. Indeed, although a grand jury investigation of Defendants had been conducted, the evidence was apparently deemed insufficient to warrant the commencement of either criminal or civil proceedings against the Defendants by the government. (Tr. of 3/7/96 Pretrial Hearing [Doc. No. 129] at 15.) Í00. Plaintiffs were unable to adduce any direct, “smoking gun” evidence of a conspiracy among the Defendants to fix prices. The evidence indicates that Defendants’ posted prices for Penn Grade crude were usually, although not always, the same. This evidence would not have sufficed to establish a violation of Section 1. Because the Penn Grade crude oil industry is an oligopsony, price coalescence can be expected, given the pressures of the market place. This is because individual buyers would know, without communicating with other buyers, that if they offered prices that were below those offered by the others, they would not be able to buy oñ, and that if they offered higher prices than the others, the others would probably match the higher price. This view was confirmed by the evidence presented at the hearing. (Lazy Oil Ex. 4C at 699; Pennzoil Ex. D at 25; Pennzoil Ex. G-l at 329; Witco Ex. B (vol.II), Tabs 12, 13, 18, 19, 22, 25, 30, 31, 33, 35.) Thus, Plaintiffs could not rely solely on the evidence of uniform pricing to prove liability in this case. 101. At the final hearing, counsel for the Lazy Oil Objectors pointed to a November 8, 1985 Quaker State interoffice memorandum from Bud Koch to W.E. Kingsley, which counsel described as a “smoking gun.” {See Lazy Oil Ex. 1, “Exhibits to Pl.s’ Mem. in Opp. to Def.s’ Mot. for Summ. Judg.” at Tab L.) The memorandum describes a conversation between Mr. Koch and Robert Chiles of Pennzoil concerning Pennzoil’s policy of refusing to accept crude oil containing more than a specified maximum percentage of water. However, the probative value of this memorandum at trial would have been highly dubious inasmuch as the memorandum did not constitute direct proof of a conspiracy and did not deal with any particular prices. Furthermore, Pennzoil and Quaker State frequently engaged in crude oil purchases, sale and exchange transactions between themselves. (Pennzoil Ex. E, Ex.12 at 31; Pennzoil Ex. G-2 at 226-27.) In light of this fact, communications between them as to whether they should accept crude oil with water in it hardly amounts to smoking gun evidence of a price fixing conspiracy. It would have been entirely proper for Pennzoil, as a recipient of crude oil from Quaker State, to announce its policy on maximum acceptable water levels in crude oil, in view of the fact that water-borne contaminants could cause serious damage to Pennzoil’s refinery. (Pennzoil Ex. G-l at 314-16.) 102. The Lazy Oil Objectors also rely on the deposition testimony of Mr. Lan-ders regarding a conversation he allegedly had with Ann Jones, an employee at Quaker State with no pricing authority. {See Lazy Oil Ex. 1, Tab E and Pennzoil Ex. G-6 at 54-55.) Mr. Landers claimed that, on inquiring how Quaker State intended to react to Pennzoil’s then recent price reduction, Ms. Jones replied, “Somebody from here will get a hold of Pennzoil to see where to leave the price.” (Id.) Ms. Jones emphatically testified that no such conversation about Quaker State getting together with Pennzoil to discuss prices ever occurred. {See Pennzoil Ex. G-4 at 55, 75-78, 83-85.) It is, of course, almost impossible to predict how a jury would resolve this credibility issue. Furthermore, in light of the Defendants’ many challenges to the Plaintiffs’ case, as discussed infra, and the likelihood that resolution of the case would turn largely on expert testimony, the probative force of this alleged remark is by no means certain. Even if such a statement were made, it could be reasonably interpreted to mean only that Quaker State seemed to be following a practice of matching Pennzoil’s posted price, which would have been entirely lawful in the absence of