## Facts

- Thillens, Inc., an Illinois corporation, operated a mobile check-cashing and currency-exchange service using armored vehicles in the Chicago area.
- The Community Currency Exchange Association of Illinois, Inc. was a trade association of fixed-location currency exchanges; it represented members’ business interests and agreed to indemnify members for liabilities arising from membership.
- Thillens alleged the Association and approximately 300 member exchanges conspired with each other and with public officials to restrain and monopolize the local currency-exchange market.
- The alleged scheme included price-fixing and bribery to influence regulatory actions by the Illinois Department of Financial Institutions that disadvantaged mobile services and favored fixed-site exchanges.
- In a separate criminal proceeding, the Association admitted maintaining a political-bribery fund.
- Thillens brought claims including federal and state antitrust violations, § 1983, RICO, and related common-law theories.
- Thillens moved to certify a defendant class consisting of all Association members and the exchanges they owned, proposing the Association as class representative; the Association opposed certification, arguing conflicts and inadequacy due to its prior bribery-fund admission and indemnification relationship.

## Issues

1. Whether a defendant class of approximately 300 currency exchanges and their owners/operators satisfied Rule 23’s prerequisites for class certification.
2. Whether the trade association could adequately represent the defendant class under Rule 23(a)(4) given (a) its prior admission about a political-bribery fund and (b) its indemnification obligations to members.

## Decision

- The court granted the motion to certify a defendant class of Association members and their currency exchanges.
- The court held the Rule 23(a) requirements were met, including numerosity, commonality, and typicality based on allegations of a single overarching conspiracy and overlapping liability questions.
- The court held the Association was an adequate class representative notwithstanding its bribery-fund admission and indemnification relationship.
- The court found class treatment appropriate under Rule 23(b) because common liability questions predominated and class adjudication was a superior method to resolve claims against a large number of defendants.

## Legal Principles

- Defendant classes may be certified where joinder is impracticable and the case turns on common questions about an alleged coordinated course of conduct.
- In assessing adequacy under Rule 23(a)(4), the court considers whether the proposed representative will vigorously defend and whether conflicts of interest would materially impair representation.
- A trade association’s prior admission relevant to the litigation does not automatically render it an inadequate representative when members can still litigate individualized issues (e.g., degree of participation, causation, and damages) and the core defense objective remains shared.
- An indemnification arrangement between an association and its members does not necessarily create disqualifying conflicts; it may align incentives to present a unified defense where common liability questions predominate.

## Conclusion

The court certified a defendant class of currency exchanges and approved the trade association as class representative, concluding that common conspiracy-related issues predominated and that the association’s prior admission and indemnification obligations did not create conflicts sufficient to defeat adequacy under Rule 23.


Thillens, Inc. v. Cmty. Currency Exch. Ass’n of Ill., Inc., 97 F.R.D. 668 (N.D. Ill. 1983)