F. C. Brooks & Sons, Inc. v. Shell Oil Co., 25781
| Decision Date | 09 June 1970 |
| Docket Number | No. 25781,25781 |
| Citation | 175 S.E.2d 557,226 Ga. 435 |
| Court | Georgia Supreme Court |
| Parties | F. C. BROOKS & SONS, INC. v. SHELL OIL COMPANY. |
Syllabus by the Court
The motion to dismiss the complaint was properly sustained.
F. C. Brooks & Sons, Inc. brought an action against Shell Oil Company. The complaint as amended alleged substantially as follows:
Plaintiff was an authorized commission distributor for Shell in the Marietta, Cobb County area from 1937 until the termination of their then-current agreement (Exhibit 'A') under its provisions on November 30, 1968. During the course of its business relationship with Shell, the plaintiff leased nine tracts of land at various locations throughout Cobb County for use as automobile service station sites. Each of the leasing instruments contained a provision for termination of the lease by either party, except for a 15-year lease entered into in 1960 (Exhibit 'B'), which gave termination rights only to Shell. At that time 'a spirit of congeniality and trustworthiness' existed between the parties and this spirit, together wtih the legal relationship between them, led plaintiff to feel that a close examination and strict adherence to the prior plan of termination was not necessary. Further, this feeling was strengthened by verbal statements by defendant's representatives at that time and thereafter, to the effect that defendant 'had never been known to terminate a commission distributor agreement without releasing all of its stations and properties.' The above circumstances and the fact that plaintiff was receiving distributor's commission for sales of Shell's products at the leased station sites led plaintiff to rent the latter site for $325 per month, which was substantially below the fair rental value. Plaintiff erected at his own expense a $26,000 service station on said site. Plaintiff's commission income from this site averaged over $10,000 annually. In August 1968, defendant notified plaintiff that on December 1, 1968, it would take over a large portion of the profit-making activity which plaintiff had theretofore performed under their agreement and that, approximately one year from August, 1969, the defendant would take over the sale of all Shell products in that area and cancel their commission distributor agreement. In order to protect its rights and business interests in the eight locations with mutual lease termination rights, plaintiff terminated said leases in August, 1968 and the distributorship agreement effective November 30, 1968. Relying on defendant's previous representation and stated policy, plaintiff made formal demand (Exhibit 'C') for termination of the 1960 lease, which defendant refused to do. Defendant made additions to the subject property, causing plaintiff's taxes to increase and profits to decrease. Defendant has not dealt in good faith with plaintiff and the subject lease was not an arm's-length transaction. Defendant has taken unfair advantage of plaintiff from a position of superior strength by canceling the distributorship agreement without cause without also canceling the subject lease agreement, under which circumstances plaintiff is leasing the property for much less than the fair rental value. The continuation of the distributorship agreement during the term of the subject lease was an implied covenant to said lease and the termination of said agreement constitutes a violation of such covenant and the subject lease should be rescinded and declared a nullity. '(B)y reason of the facts as hereinabove set forth the defendant has breached the oral contract as hereinabove alleged and...
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...subsequent written contract, and an additional obligation cannot be granted thereon by parol testimony." F.C. Brooks & Sons v. Shell Oil Co., 226 Ga. 435, 437(1), 175 S.E.2d 557 (1970). While as a general rule if a writing does not encompass the entire agreement between parties, parol evide......
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...(Cits.)" Dixie Belle Mills v. Specialty Mach. Co., 217 Ga. 104, 105, 120 S.E.2d 771, 773 (1961); F. C. Brooks & Sons v. Shell Oil Co., 226 Ga. 435, 437(1), 175 S.E.2d 557 (1970). See also Fields v. Davies, 235 Ga. 87(2), 218 S.E.2d 828; Harper v. Hesterlee, 152 Ga. 251(1), 109 S.E. 902 The ......
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