UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT No. 21-2093 ARTEM V. GELIS; BHAWAR PATEL; ROBERT MCDONALD; JAMES V. OLSON; GREGORY HEYMAN; SUSAN HEYMAN; DEBRA P. WARD; DARRIAN STOVALL; ALEX MARTINEZ; AMANDA GOREY; CHRIS WILLIAMS; ASHOK PATEL; KENNETH GAGNON; MICHAEL CERNY; MARIA MEZA; ANDRE MALSKE; NICOLE GUY; DAVID RICHARDSON; STACEY TURNER; ERIC T. ZINN, individually and on behalf of all others similarly situated V. BMW OF NORTH AMERICA, LLC, Appellant

Appeal from the United States District Court for the District of New Jersey (D.C. Civil Action No. 2-17-cv-07386) Magistrate Judge: Cathy L. Waldor

Argued on June 7, 2022 Before: AMBRO, RENDELL, and FUENTES, Circuit Judges (Opinion Filed: September 9, 2022) Christopher J. Dalton (Argued) 550 Broad Street, Suite 810 Newark, NJ 07102 Jacqueline M. Weyand Buchanan Ingersoll & Rooney 640 5th Avenue, 9th Floor New York, NY 10019 Counsel for Appellant Jay I. Brody Gary S. Graifman (Argued) Kantrowitz Goldhamer & Graifman 135 Chestnut Ridge Road, Suite 200 Montvale, NJ 07645 Randee Matloff Bruce H. Nagel (Argued) Nagle Rice 103 Eisenhower Parkway Roseland, NJ 07068 Thomas P. Sobran 7 Evergreen Lane Hingham, MA 02043 Counsel for Appellees OPINION AMBRO, Circuit Judge After the dust settles in a class action lawsuit, lawyers often remain to squabble over class counsel fees. Trying to avoid that fate, the parties here made an agreement: Appellant BMW of North America, LLC would not object to an award up to $1,500,000, and class counsel would not request an award above $3,700,000. BMW now appeals the District Court’s approval of a fee award at the upper limit of that range. It argues (1) that the Court’s calculation of the “lodestar” (essentially a multiplication of the hours counsel reasonably bill on a case by a reasonable hourly rate) was based on an insufficient record, and (2) that the Court erred in applying a lodestar multiplier to the fee award. We agree with BMW that the lodestar was based on an insufficient record and so vacate the District Court’s judgment and remand for further proceedings. I. Background This appeal stems from the settlement of a consumer class action suit filed in 2017 against BMW and its German parent,’ claiming they knowingly manufactured and sold vehicles equipped with defective N20 and N26 engines. After the District Court granted in part and denied in part BMW’s

' The parties later stipulated to the dismissal of BMW’s parent, Bayerische Motoren Werke Aktiengesellschaft, as a defendant. motion to dismiss, the named plaintiffs filed a Second Consolidated Amended Complaint bringing 20 causes of action under federal and state law, including an alleged breach of warranty under the Magnuson-Moss Warranty Act, 15 U.S.C. § 2301 et seq. (a federal fee-shifting statute), breach of the implied warranty of merchantability, violation of various state consumer fraud and deceptive trade practice statutes, and unjust enrichment. The parties subsequently engaged a mediator and reached a settlement to reimburse class members for expenses incutred and provide them extended warranties. Because they did not know how many consumers would be eligible or make claims for certain benefits, the total value of the settlement was unknown. The District Court nonetheless concluded it was worth at least $27 million. As part of the settlement, the parties “agree[d] to submit the issue of attorneys’ fees” to a Magistrate Judge “for final evaluation and decision of the exact amount of ... fees... that should reasonably be awarded in this case.” While the Court would have the final say, the parties decided to resolve the fee issue with a “high-low” provision, stipulating that Settlement Class Counsel may apply to the Court for an award of attorneys’ fees ... and [BMW] may object to or oppose that application, although [BMW] will not object to Settlement Class Counsel’s application for an award of attorneys’ fees [of] . . . up to $1,500,000 in the ageregate. While not agreeing t