The class in this asbestos action proposed for certification potentially encompassed 100,000’s and maybe even 1,000,000’s of parties. All of the parties were exposed to asbestos products manufactured by 20 or more different companies. There was no litigation intended for this class as the settling parties presented a complaint to the District Court, an answer, a proposed settlement agreement, and a motion to conditional class certification. Various class members raised objections, and the judge granted them full rights to participate in the subsequent proceedings. Their main objection was that the settlement unfairly disadvantaged those with currently compensable conditions, it failed to adjust for inflation, and in advances in medical science. Objections were also made with respect to 23(a)(4), wherein the class counsel and class representatives had disqualifying conflicts of interest. The contention was that parties with injuries and parties currently without any injuries should not be represented by the same counsel. The court conditionally certified under 23(b)(3). The United States Court for the Eastern District of Pennsylvania certified the class for settlement only finding that the proposed settlement was fair and that representation and notice had been adequate. The Court enjoined members of the class from separately pursuing asbestos-related suits in any court, federal, or state pending the issuance of a final order. The objectors appealed that decision, and the Third Circuit held that class certification failed to satisfy Rule 23's requirements. It found that serious intra-class conflicts precluded the class from meeting the adequacy of representation requirement under 23(a)(4). The Supreme Court granted certiorari.