Bajwa v. Sunoco, Inc.
| Decision Date | 26 May 2004 |
| Docket Number | No. CIV. 1:03CV1085.,CIV. 1:03CV1085. |
| Citation | 320 F.Supp.2d 454 |
| Parties | Jagdev S. BAJWA, Plaintiff, v. SUNOCO, INC. Defendant. |
| Court | U.S. District Court — Eastern District of Virginia |
W. MacCauley Arnold, Fairfax, VA, for Plaintiff.
Michael Lockerby, Richmond, VA, for Defendant.
Plaintiff Bajwa, a gas station franchisor, brought this action against Defendant Sunoco, Inc. for an alleged breach of a franchise agreement and for compensation in connection with the Commonwealth's purchase of the property. This matter comes before the Court on Defendant's Renewed Motion for Summary Judgment. The issue is whether the sale price paid by Commonwealth to Sunoco contained a "separate award" for the value of Bajwa's leasehold. The Court concludes that it did not and and will grant the Defendant's motion.
The Court will briefly review the facts giving rise to this case. On April 11, 2001, Bajwa and Sunoco entered into a Dealer Franchise Agreement (the "Agreement"), under which Bajwa would operate a Sunoco gas station at 5928 Richmond Highway, Alexandria, VA 22303 (the "Property"). (Def.Ex. 1.) The term of the contract extended from May 22, 2001 to May 21, 2004. (Id.) At all times relevant to this action, Bajwa operated the gas station in compliance with the terms of the lease.
The Agreement contained a condemnation clause. Part III, paragraph 3.06 of the Agreement provides:
a. Should Premises in whole or in part, be condemned or otherwise taken pursuant to power of eminent domain, Company may terminate this Franchise at any time thereafter upon notice to Dealer
b. Dealer shall have no claim to any portion of a condemnation award payable to Company arising from any such taking or from damages to Premises resulting therefrom however Dealer may be entitled to any separate award payable to Dealer for taking of Dealer's leasehold interest, loss of business opportunity, or goodwill.
(Def. Ex. 1 at 13.)1
On July 10, 2002, the Virginia Department of Transportation ("VDOT"), through its contractor, the Terra Company, Inc.,2 notified Sunoco that the property would be "affected by the widening of the right of way" for the Woodrow Wilson Bridge. (Def. Ex. 2.) By letter of December 16, 2002, Terra offered to buy the property for $1,650,000. (Def. Ex. 3.) The letter informed Sunoco that its property was in the "fee take area" and the state's acquisition constituted a "total take of the property." (Id.)
On January 8, 2003, Terra notified Bajwa and Sunoco that the property was "being acquired by [VDOT]." (Def. Ex. 4.) Bajwa and Sunoco were notified to vacate the premises by April 8, 2003. (Id.) On February 3, 2003, Sunoco received a letter from Terra, stating that the property had to be vacated by April 7, 2003. (Def. Ex. 5.) Furthermore, the letter reported that the discussions regarding the property acquisitions had been "inconclusive" and that it "appeared that this matter will not be resolved in the near future." (Id.) Therefore, Terra declared that it would "begin the process of acquiring title through eminent domain proceedings with the court." (Id.) Terra stated that it would notify Sunoco when the certificate of eminent domain was filed with the court. (Id.)
On January 9, 2003, Sunoco notified Bajwa that it was terminating the Agreement, because of VDOT's taking of the property. (Def. Ex. at 6.) Sunoco stated that the taking would occur on April 8, 2003. (Id.)
On March 5, 2003, Sunoco granted the Commonwealth of Virginia an option to purchase the property for $1,750,000. (Def.Ex. 7.) The option extended for a period of one year. (Id.) On April 8, 2003, the Commonwealth acquired the property from Sunoco for $1,750,000. Bajwa received none of the proceeds. Bajwa's franchise terminated that same day, and Sunoco removed its signs, pumps, and gasoline from the premises.
VDOT paid Bajwa $50,000 pursuant to the Relocation Assistance Program. This program was intended to provide benefits to businesses displaced by the Woodrow Wilson Bridge project. (Donahue Dep. Ex. 8.) Plaintiff received a fixed payment of $50,000 instead of actual cost reimbursement for relocating his business. (Donahue Dep. Tr. at 33-34.)
Bajwa filed suit in Fairfax Count Circuit Court on July 25, 2003. The Defendant removed the matter to this Court on August 6, 2003. Both parties moved for summary judgment. On January 16, 2004, the Court granted in part and denied in part the Defendant's Motion for Summary Judgment. The Court held that Sunoco did not wrongfully terminate Plaintiff's franchise, because the sale of the property to the state was a "taking" within § 2802 of the PMPA and ¶ 3.06(a) of the Agreement.3 The Court also denied Defendant's Motion for Summary Judgment in part, holding that there were outstanding issues of material fact with regards to (1) the inclusion of the value of Bajwa's leasehold interest in the sale price of the property; and (2) the value of that leasehold interest. Plaintiff's Motion for Partial Summary Judgment was denied in its entirety.
On February 19, 2004, Sunoco renewed its motion for Summary Judgment. This matter came before the Court for oral argument on March 5, 2004.
Summary judgment is appropriate only if the record shows that "there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed.R.Civ.P. 56(c); see also Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); Evans v. Techs. Apps. & Serv., Co., 80 F.3d 954, 958-59 (4th Cir.1996) (citations omitted). In reviewing the record on summary judgment, "the court must draw any inferences in the light most favorable to the non-movant" and "determine whether the record taken as a whole could lead a reasonable trier of fact to find for the non-movant." Brock v. Entre Computer Ctrs., 933 F.2d 1253, 1259 (4th Cir.1991) (citations omitted).
The very existence of a scintilla of evidence or of unsubstantiated conclusory allegations however, is insufficient to avoid summary judgment. Anderson, 477 U.S. at 248-52, 106 S.Ct. 2505. Rather, the Court must determine whether the record as a whole could lead a reasonable trier of fact to find for the non-movant. Id. at 248, 106 S.Ct. 2505.
Having reviewed the submissions of the parties, there seems to be some confusion as to the Court's earlier opinion. In the January 16th opinion, the Court resolved two issues: "(A) Did Sunoco violate either the PMPA or the Agreement in terminating Bajwa's franchise; and (B) If Sunoco did not wrongfully terminate the franchise, is Bajwa owed compensation under the lease, the PMPA, or state law." (Mem. Op. at 5.) The Court held that Sunoco did not wrongfully terminate Bajwa's franchise. (Id. at 16.) The Court went on to hold that Bajwa may be entitled to recover a "separate award" under Virginia law and the Agreement, but there were material issues of fact as to whether the value of Bajwa's leasehold was included in the sale price to Sunoco. (Id. at 20.)
There are two unresolved issues in this case. (Id.) The first issue is whether the sale price of the property included the value of Bajwa's leasehold interest. The second is what the value of that leasehold interest would be were the Court to find that the sale price included compensation for the leasehold. (Id.)
Bajwa's Opposition to Sunoco's Renewed Motion for Summary Judgment reveals a number of misunderstandings of the Court's opinion. Bajwa misinterprets the Court's description of the parties' arguments as holdings: The Court did not rule that "Bajwa is entitled to compensation." (Pl. Mem. at 1.) The part of the January 16th opinion cited by Bajwa simply does not support that proposition. The Court ruled that "Bajwa, under the contract, would only be entitled to a separate award...." (Mem. Op. at 20.) The Court also did not rule that "Bajwa did not waive his right to compensation in the event of condemnation." (Pl. Mem. at 2.). The Court only held that the agreement "specifically states that Bajwa did not waive any right to a separate award for the taking of the leasehold interest." (Mem. Op. at 19.) Bajwa waived any right to a portion of the general condemnation award. The Court will discuss the waiver issue in section IV:F, infra.
Bajwa contends that 5 sources of law entitle him to compensation: (1) the Virginia and United States constitutions; (2) the PMPA; (3) the Virginia Condemnation Statutes; (4) the Option agreement between the Commonwealth and Sunoco; and (5) the Agreement between the parties. The Court will discuss each in turn.
The Takings Clause of the Fifth Amendment to the United State Constitution prohibits a taking of private property for "public use, without just compensation." U.S. Const. amend. V. This prohibition equally applies to the states through the Fourteenth Amendment.4 Multi-Channel TV Cable Co. v. Charlottesville Quality Cable Corp., 65 F.3d 1113, 1123 (4th Cir.1995) (citing Chicago Burlington & Quincy R.R. Co. v. City of Chicago, 166 U.S. 226, 17 S.Ct. 581, 41 L.Ed. 979 (1897)). Governmental action is required to trigger the application of this clause; it does not apply to private parties who are not state or governmental actors. See Flagg v. Yonkers Sav. & Loan Ass'n, FA, 307 F.Supp.2d 565, 585 (S.D.N.Y.2004); N.Y., N.H. & H.R. Co., First Mortgage 4% Bondholders' Comm. v. United States, 305 F.Supp. 1049, 1055 (S.D.N.Y.1969), vacated on other grounds sub. nom., New Haven Inclusion Cases, 399 U.S. 392, 90 S.Ct. 2054, 26 L.Ed.2d 691 (1970).
The Takings clause of the Fifth Amendment, as applied to Virginia through the Fourteenth Amendment, does not entitle Bajwa to compensation. Bajwa has not shown the required governmental action. Sunoco is a private entity; the takings clause does not...
To continue reading
Request your trial
-
Utah Dep't of Transp. v. Kmart Corp.
...(7th Cir. 1991) ; U.S. v. Right to Use and Occupy 3.38 Acres of Land, More ... , 484 F.2d 1140 (4th Cir. 1973) ; Bajwa v. Sunoco, Inc ., 320 F.Supp.2d 454 (E.D. Va. 2004) ; Heir v. Delaware River Port Authority , 218 F.Supp.2d 627, 638 (U.S. District Court, New Jersey 2002) ; Vanek , 193 P.......
-
Mamo v. District of Columbia, 06-CV-845.
...15 U.S.C. § 2802(d)(1) of the federal Petroleum Marketing Practices Act ("the PMPA").5 What the court declared in Bajwa v. Sunoco, Inc., 320 F.Supp.2d 454 (E.D.Va.2004) is directly applicable in this situation. There, the Commonwealth of Virginia exercised its eminent domain power to take p......
-
People ex rel. Dept. of Transportation v. Acosta
...restricted to an equitable share of any award of goodwill to the franchisor. Caltrans cites as support Bajwa v. Sunoco, Inc. (E.D.Va. 2004) 320 F.Supp.2d 454, 459 (Bajwa), where the court said: "The PMPA does not entitle a franchisee to compensation from the owner for his leasehold in the e......
-
Department of Transp. v. Singh
...only where, consistent with state law, the franchisor has itself received an award for lost business. See Bajwa v. Sunoco, Inc., 320 F.Supp.2d 454, 459 (E.D.Va.2004); Mamo v. District of Columbia, 934 A.2d 376, 385 (D.C.App.2007); Jersey City Redevelopment Agency v. Exxon Corp., 208 N.J.Sup......