Midwest Petroleum Co. v. American Petrofina, Inc., 83-93C(1).

• Citation: 603 F. Supp. 1099
• Decision Date: 05 March 1985
• Docket Number: No. 83-93C(1).,83-93C(1).
• Parties: MIDWEST PETROLEUM COMPANY, Plaintiff, v. AMERICAN PETROFINA, INCORPORATED, and American Petrofina Marketing, Inc., Defendants.
• Court: U.S. District Court — Eastern District of Missouri

603 F. Supp. 1099

MIDWEST PETROLEUM COMPANY, Plaintiff, v. AMERICAN PETROFINA, INCORPORATED, and American Petrofina Marketing, Inc., Defendants.

No. 83-93C(1).

United States District Court, E.D. Missouri, E.D.

March 5, 1985.

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James P. Tierney, Alfred R. Hupp, Jr., Lathrop, Koontz, Righter, Clagett & Norquist, Kansas City, Mo., and Paul Brackman, Thomas G. Brackman, Brackman, Copeland, Oetting, Copeland, Walther & Schmidt, Clayton, Mo., for plaintiff.

Kenneth R. Heineman, Ellen E. Bonacorsi, Coburn, Croft & Putzell, St. Louis, for both defendants.

MEMORANDUM

NANGLE, Chief Judge.

This case is now before this Court on plaintiff's motion for partial summary judgment. For the reasons stated infra, plaintiff's motion is granted in part and denied in part.

I. OVERVIEW OF PLEADINGS

Plaintiff Midwest Petroleum Company's (hereinafter "Midwest") cause of action arises out of the Petroleum Marketing Practices Act (hereinafter "PMPA"), 15 U.S.C. §§ 2801-2806, 2821-2824, 2841, and other federal statutes that regulate the purchase and sale of petroleum products.¹ Plaintiff's one-count complaint alleges that defendants violated the PMPA by refusing to offer to transfer or assign to Midwest defendants' interests in certain leases and sub-leases of retail gas stations. Plaintiff further alleges that defendants wrongfully offset rents allegedly due defendants against payments due Midwest under a Consent Order between the Department of Energy (hereinafter "DOE") and defendants. Plaintiff seeks $150,000.00 in actual damages and exemplary damages in the amount of $250,000.00.

Defendants' answer asserted several affirmative defenses and counterclaims. Both defendant American Petrofina Marketing, Inc. (hereinafter "APMI") and defendant American Petrofina, Incorporated (hereinafter "API") asserted the following affirmative defenses: 1) that defendants' conduct was permitted by the PMPA; 2) that plaintiff suffered no injury as a result of defendants' allegedly illegal conduct; 3) that plaintiff's action is barred by the PMPA statute of limitations; 4) that plaintiff's action is barred by the doctrines of waiver, estoppel and laches; and 5) that plaintiff's action is barred by a valid release. APMI asserted the additional defense of setoff and API asserted the additional defense of lack of personal jurisdiction.² AMPI also responded with a three (3)-count counterclaim, each count of which rests on a breach-of-lease theory. Count I alleges that rent is due but unpaid under five (5) service station leases. Count II alleges that plaintiff breached its obligation to keep several leased service stations in good repair. Count III alleges that plaintiff is liable under several service station leases for property taxes and penalties paid by APMI.

Plaintiff filed the instant motion for summary judgment, seeking summary judgment on the issue of defendants' liability as alleged in plaintiff's complaint, as well as the validity of several of defendants' affirmative defenses.

II. STANDARD FOR SUMMARY JUDGMENT

Under Rule 56 of the Federal Rules of Civil Procedure, a movant is entitled to summary judgment if he can "show that there is no genuine issue as to any material fact and that he is entitled to a judgment as a matter of law." Fed.R.Civ.P. 56(c). See also Poller v. Columbia Broadcasting System, Inc., 368 U.S. 464, 82 S.Ct. 486, 7 L.Ed.2d 458 (1962). In passing on a motion for summary judgment, a court is required to view the facts and inferences that may be derived therefrom in the light most favorable to the non-moving party. Buller v. Buechler, 706 F.2d 844, 846 (8th Cir.1983); Vette Co. v. Aetna Casualty and Surety Co., 612 F.2d 1076, 1077 (8th Cir.1980). The burden of proof is on the moving party and a court should not grant a summary judgment motion unless it is convinced that there is no evidence to sustain a recovery under any circumstances. Buller, 706 F.2d at 846. However, under Rule 56(e), a party opposing a motion for summary judgment may not rest upon the allegations of his pleadings but "must set forth specific facts showing that there is a genuine issue for trial." Fed.R.Civ.P. 56(e). See also 10A Wright, Miller and Kane, Federal Practice and Procedure: Civil 2d, § 2739 (1983).

III. FACTS

Midwest is a Missouri corporation having its principal place of business in St. Louis, Missouri. Midwest purchases gasoline for resale both to the wholesale market and the general public in the St. Louis, Missouri, area. Midwest also leases service station premises to independent dealers and operates stations itself. API and APMI are Delaware corporations having their principal places of business in Dallas, Texas. It is undisputed that APMI is qualified to and is doing business in the State of Missouri. American Petrofina Company of Texas (hereinafter "APCOT") is a wholly-owned subsidiary of API. APCOT owns sixty percent (60%) and API owns forty percent (40%) of the stock of APMI. APMI, since its creation on or about December 20, 1979, sells petroleum products through a branded program. APCOT refines and sells petroleum products.

On or about January 7, 1959, Midwest and APCOT entered into a "Jobber Sales Contract" (hereinafter "JSC"), effective January 15, 1959. The JSC provided that Midwest was to purchase petroleum products from APCOT and APCOT was to sell petroleum products to Midwest. The contract specified the minimum quantity that Midwest was required to buy and the maximum quantity that APCOT was required to sell. Included in the JSC was a license for Midwest to sell, distribute, and job petroleum products under the brand name "Fina." The JSC required Midwest to sell products purchased under the JSC only under the "Fina" name. After the expiration of its initial term, the JSC was renewed annually pursuant to the automatic renewal provisions contained therein and continued in effect until 1982. As part of its branded program, which included the JSC with Midwest, APCOT instituted "Fina" advertising programs and made a credit card program available to its jobbers, including Midwest. To this end, on August 1, 1969, APCOT entered into a "Fina Credit Card Service Agreement" with Midwest. Under this agreement, APCOT accepted Midwest's sales tickets representing credit card sales and credited Midwest's account for the value thereof. By an instrument dated December 20, 1979, APCOT assigned the JSC to APMI. At that time, APMI also undertook APCOT's other obligations associated with the branded program, but APCOT performed several accounting functions for APMI.

During the period between 1959 and 1982, Midwest's dealings with APCOT and APMI also consisted of various service station leasing arrangements.³ In 1962, Midwest sub-leased from APCOT the service stations located at 3655 California, St. Louis, Missouri (hereinafter "California station"), and at Manchester Road, Pond, Missouri (hereinafter "Manchester station"). In 1969, Midwest leased from APCOT the service station located at I-70 and Natural Bridge Road in Edmundson, Missouri (hereinafter "Airport station"). In 1971, Midwest leased from APCOT the service station at Second and Broadway in Mount Vernon, Illinois (hereinafter "Mount Vernon"). Also in 1971, Midwest subleased from APCOT the following six (6) service stations, collectively known as the "Fischer Fleet" stations: 1) 9855 Halls Ferry Road, St. Louis County, Missouri (hereinafter "Halls Ferry station"); 2) 8455 Gravois Road, St. Louis County, Missouri (hereinafter "Gravois station"); 3) 1310 Lemay Ferry Road, St. Louis County, Missouri (hereinafter "Lemay station"); 4) 2815 Woodson Road, Overland, Missouri (hereinafter "Woodson station"); 5) 6525 Page Avenue, Pagedale, Missouri (hereinafter "Page station"); and 6) 7001 South Lindbergh, St. Louis County, Missouri (hereinafter "Lindbergh station"). In 1972, Midwest sub-leased from APCOT the service station located at 1617 South Florissant, Cool Valley, Missouri (hereinafter "South Florissant station"). Finally, in 1980 Midwest sub-leased from APMI⁴ the service station located at 1069 Gravois, Fenton, Missouri (hereinafter "Fenton station"), and leased from APMI the service station at I-70 and Missouri Highway 161, Danville, Missouri (hereinafter "Danville station"). Thus, as of August 21, 1981, Midwest was leasing or sub-leasing thirteen (13) station sites from APMI.

The terms of all the service station leases and sub-leases were, for the most part, uniform. Like the JSC, the leases and sub-leases licensed Midwest to use the Fina name in connection with sales of petroleum products purchased from APMI.⁵ Unlike the JSC, the lease and sub-leases did not require APMI to sell or Midwest to buy petroleum products. None of the sub-leases, nor the lease, mentions or refers to the JSC. However, nothing in the leases or sub-leases prevented Midwest from selling at the various station sites petroleum products purchased from distributors other than APMI. Said instruments prevented Midwest only from selling under the "Fina" brand petroleum products purchased from distributors other than APMI.

During the period between 1959 and 1976, Midwest purchased considerable amounts of gasoline from APCOT. However, Midwest's purchases under the JSC dropped off gradually between 1976 and 1978 and then dropped off sharply through 1981. The quantities purchased for the years 1974 through 1981 were, as follows:

                  1974 — 50,300,812 gallons
                  1975 — 58,063,123 gallons
                  1976 — 54,630,319 gallons
                  1977 — 43,564,703 gallons
                  1978 — 38,902,026 gallons
                  1979 — 30,093,532 gallons
                  1980 — 28,414,719 gallons
                  1981 —  9,623,075 gallons
                

During 1980 and 1981, Midwest purchased gasoline from other suppliers in addition to purchasing gasoline under the JSC. From mid-1980 through 1981, APMI expressed its discontent to Midwest over the amount of gasoline Midwest was purchasing from APMI,⁶ and Midwest expressed to APMI...