Calhoun v. Exxon Corp., 94-1345
| Decision Date | 11 August 1995 |
| Docket Number | No. 94-1345,94-1345 |
| Citation | 64 F.3d 656 |
| Parties | NOTICE: Fourth Circuit Local Rule 36(c) states that citation of unpublished dispositions is disfavored except for establishing res judicata, estoppel, or the law of the case and requires service of copies of cited unpublished dispositions of the Fourth Circuit. Randy W. CALHOUN, Plaintiff-Appellant, v. EXXON CORPORATION, Defendant-Appellee. |
| Court | U.S. Court of Appeals — Fourth Circuit |
Before RUSSELL and MURNAGHAN, Circuit Judges, and CHASANOW, United States District Judge for the District of Maryland, sitting by designation.
Randy W. Calhoun (Calhoun), 1 a former franchisee of the Exxon Corporation (Exxon), appeals the dismissal of his complaint, which alleged Exxon failed to comply with the Petroleum Marketing Practices Act (PMPA), 15 U.S.C. Sec. 2801, et seq., and asserted pendent state law claims of fraud and negligent misrepresentation. We review de novo an order of dismissal entered pursuant to Federal Rule of Civil Procedure 12(b)(6) for Calhoun's failure to state a claim. For the reasons that follow, we find no error in the district court's order dismissing the complaint.
In the mid 1980's, Calhoun and Exxon entered into a Franchise Agreement and a Retail Service Station Lease for the premises located at the intersection of Libbie and Broad Streets in Richmond, Virginia. Paragraph 4 of the Retail Service Station Lease provided in part that:
4. UNDERLYING ESTATES: (This Section 4 shall be inoperative unless the blanks herein have been completed.) Lessee has been notified in writing prior to the commencement of the term of this lease:
(a) that Exxon is not the owner of the premises herein but holds the premises under a lease which: (1) expires on October 31, 1992, and (2) may be cancelled by Exxon's Lessor upon .... (days, months) notice to Exxon, and (3) might be extended to expire October 31, 2002 or N/A, and
(b) that such underlying lease might expire and not be renewed or extended beyond its expiration date.... (J.A. 30.) In Paragraph 23, the Retail Service Station Lease stated that:
THIS LEASE CONTAINS THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN EXXON AND LESSEE PERTAINING TO THE SUBJECT MATTER OF THIS LEASE AND THERE ARE NO ORAL REPRESENTATIONS, STIPULATIONS, WARRANTIES OR UNDERSTANDINGS RELATING THERETO WHICH ARE NOT FULLY SET FORTH HEREIN.
(J.A. 34.) In 1988, Calhoun assigned his rights under the Franchise Agreement and Retail Service Station Lease to a third party.
In early 1990, Calhoun became interested in purchasing an Exxon service station. Calhoun alleged in Paragraph 10 of his complaint that Calhoun inquired of C.W. Holland, Exxon's regional Sales Representative, whether Exxon was "going to exercise its option and renew or extend the lease [for the service station located at the intersection of Libbie and Broad Streets in Richmond, Virginia] for another ten years past its expiration date in 1992 for another ten years?". Holland replied, "yes." Calhoun then purchased the service station.
On or about March 19, 1990, Exxon and Calhoun signed a "Consent to Assignment of the Retail Service Station Franchise," incorporating by reference the Retail Service Station Lease between Exxon and the third party who owned the franchise in the interim between Calhoun's first and second bouts as a franchisee. (J.A. 95-96.) That lease, as did the lease previously signed by Calhoun, provided that Exxon did not own the premises, and stated in part:
4. UNDERLYING ESTATES: (This Section 4 shall be inoperative unless the blanks herein have been completed.) Lessee has been notified in writing prior to the commencement of the term of this lease:
(a) that Exxon is not the owner of the premises herein leased but holds the premises under a lease which: (1) expires on OCTOBER 31, 1992, ... and
(b) that such underlying lease might expire and not be renewed or extended beyond its expiration date.... Exxon shall be under no obligation to seek an extension or renewal of such underlying lease or to exercise any extension or renewal rights Exxon has or may have under such underlying lease....
(J.A. 100.) The lease further recited that the written document constituted the entire agreement between the parties. (J.A. 104.)
A document entitled "Information to Prospective Dealer" furnished to and signed by Calhoun on March 19, 1990 also informed Calhoun that the underlying lease might not be renewed, stated that Exxon was under no obligation to continue to do business with him, and disclaimed reliance on any oral representations. (J.A. 138-140.) By letter dated February 21, 1992, Exxon notified Calhoun that it was not renewing the franchise agreement and that the underlying lease and franchise relationship terminated on October 31, 1992. (J.A. 144-45.)
Calhoun filed his complaint in the United States District Court for the District of Columbia, asserting that Exxon's failure to renew the franchise was improper both because Exxon failed to comply with provisions of the PMPA and because Exxon orally represented that it intended to renew the underlying lease. By Exxon's motion, the case was transferred to the District Court for Eastern District of Virginia. After further briefing, Judge Claude M. Hilton heard argument on February 11, 1994, and granted Exxon's motion to dismiss. The court found that Exxon complied with the governing ninety (90) day notice provision and that there was no clause in the agreements requiring Exxon to extend the lease. The district court...
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...unjustifiably relied on oral representations that were contradicted by written subscription agreement). See also Calhoun v. Exxon Corp., 64 F.3d 656 (4th Cir.1995) (stating that plaintiff failed to state a claim under Federal Rule of Civil Procedure 12(b)(6) where plaintiff allegedly relied......