Monroe County Oil Co., Inc. v. Amoco Oil Co.

• Decision Date: 23 June 1987
• Docket Number: No. IP 85-498-C.,IP 85-498-C.
• Citation: 75 BR 158
• Parties: MONROE COUNTY OIL CO., INC. v. AMOCO OIL COMPANY.
• Court: U.S. District Court — Southern District of Indiana

75 B.R. 158 (1987)

MONROE COUNTY OIL CO., INC. v. AMOCO OIL COMPANY.

No. IP 85-498-C.

United States District Court, S.D. Indiana, Indianapolis Division.

June 23, 1987.

H. Kennard Bennett, Indianapolis, Ind., for plaintiff.

William P. Wooden, Indianapolis, Ind., for defendant.

STECKLER, District Judge.

This matter is before the Court upon the defendant's motion for summary judgment pursuant to Fed.R.Civ.P. 56. This rule states, in part, that:

The judgment sought shall be rendered forthwith if the pleadings, depositions, answers to interrogatories and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.

Fed.R.Civ.P. 56(c). In ruling on a summary judgment motion, the district court must examine the evidence in the light most favorable to the nonmoving party by drawing all reasonable inferences in favor of that party. See United States Shoe Corp. v. Hackett, 793 F.2d 161, 166 (7th Cir.1986); Black v. Henry Pratt Co., 778 F.2d 1278, 1281 (7th Cir.1985). The Court, having examined the motion, the memorandums and the exhibits, finds that there is no genuine issue as to any material fact and that the defendant is entitled to judgment as a matter of law. The Court now enters the following findings of fact and conclusions of law.

Findings of Fact

1. The plaintiff, Monroe County Oil Co., Inc. (Monroe), is an Indiana corporation with its principal place of business in Bloomington, Indiana. The defendant, Amoco Oil Company (Amoco), is a Maryland corporation with its principal place of business in Chicago, Illinois. The amount in controversy exceeds ten thousand dollars ($10,000.00) exclusive of costs and interest.

2. Monroe and Amoco entered a written Jobber Contract on May 21, 1981. Under the contract, Monroe operated as an Amoco jobber in Monroe County, Indiana. As an Amoco jobber, Monroe purchased petroleum products directly from Amoco and then sold the products to others, such as gasoline service stations.

3. The Jobber Contract between Monroe and Amoco stated, in part, that:

VI. — Credit Terms: Credit terms shall be as set forth in Seller\'s Amoco\'s Terms of Sale contained in Seller\'s Price Guide or other posting at its regional office, as same are applicable to Buyer\'s Monroe\'s class of trade for the respective product and delivery point on date of delivery. Seller reserves the right to change such credit terms at any time, either for the class of trade generally, or, with cause, for Buyer alone, and Seller shall have the right at any time to demand cash payment on or before delivery. Failure of Buyer to make payment according to authorized credit terms shall entitle Seller to suspend deliveries and/or to terminate this Contract, at Seller\'s election.

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XIX. — Option: Buyer shall not sell, lease or otherwise dispose of Buyer\'s business as related to this contract, or any major segment thereof (such as the distillate segment or the gasoline segment), or all of its real or personal property used in connection therewith or any bulk plant or terminal used therein without first giving Seller an option to purchase or otherwise acquire the same on the same terms and conditions as those the Buyer is willing to enter into with any other party. Buyer shall promptly submit to Seller the complete terms and conditions of any bona fide offer received from or made to any third party which is acceptable to Buyer, and Seller shall thereafter have forty-five (45) days within which to exercise said option by written notice. Closing shall be held at a time and place mutually agreeable to the parties not earlier than the thirtieth (30th) day after Seller\'s notice exercising the option, and at the closing Buyer shall convey, assign, and transfer all real property with good and marketable record title to Seller by full covenants and warranty deeds and as to other property by assignments, bills of sale and other documents that may be necessary, in form satisfactory to Seller, subject only to such liens and encumbrances as are specifically acceptable to such third party.

* * * * * *

XXII. — Assignment: Buyer shall not assign this contract (voluntarily or by operation of law or otherwise) without Seller\'s prior written consent; provided, however, Seller shall not unreasonably withhold its consent, and further provided, that in giving any consent to any assignment (voluntary or by operation of law or otherwise), Seller may, at its election, condition the consent upon the agreement of the proposed assignee or transferee to: (1) enter into a Trial Franchise in conformity to the provisions of the Petroleum Marketing Practices Act; and (2) simultaneously therewith, enter into a Mutual Cancellation of this Jobber Contract. Refusal of the proposed assignee or transferee to enter into such Trial Franchise and Mutual Cancellation shall conclusively be adequate reason for Seller to withhold its consent to the assignment. In situations where clause 3 of the third subparagraph of Paragraph XVI is or might be applicable, the provisions of that clause shall govern and shall supersede the provisions hereinabove contained in this Paragraph XXII.

4. Monroe failed to make timely payments to Amoco under the Jobber Contract. Amoco required Monroe to pay cash on delivery for future shipments of Amoco petroleum products and pay an additional $3,000.00 on each shipment to cure its delinquency. During March and April of 1983, Monroe gave Amoco eleven bad checks in the total amount of $72,700.54.

5. On April 18, 1983, Monroe sent Amoco a letter of intent which Kiel Brothers Oil Co., Inc. (Kiel) had executed on April 14, 1983. The letter of intent contained Kiel's proposal to purchase certain assets of Monroe. The letter stated in paragraph 10 that

This document is not to be construed to be an offer or purchase agreement. It is, however, a statement of the intentions upon which a forthcoming offer will be proposed.

6. On April 19, 1983, Amoco sent Monroe a letter by certified mail. The letter stated that Amoco was terminating the Jobber Contract with Monroe effective July 19, 1983, for the reason that Monroe had failed to make timely payment of all sums due Amoco. The letter further stated:

We acknowledge receipt of your letter dated April 18, 1983, to our Mr. Stan Hampton, district manager Indianapolis district enclosing two letters of intent, namely one from Monroe County Bank and one from Kiel Bros. Oil Company. Upon review, it is apparent that these documents do not reflect a binding bona fide offer as is contemplated by Paragraph XIX of the Jobber Contract and, for this reason, we must decline to consider same.

7. On April 26, 1983, Monroe filed a voluntary petition in bankruptcy for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Indiana, Bankruptcy No. IP 83-1661V.

8. On June 14, 1983, the Bankruptcy Court allowed Monroe to accept the offer of the Stuart Moore Oil Corporation to purchase some of Monroe's assets.

9. On August 22, 1984, the Bankruptcy Court approved Monroe's amended plan of reorganization. Under the amended plan, Amoco received 50% of its $180,000.00 claim against Monroe.

10. On April 15, 1985, Monroe filed this lawsuit against Amoco. Monroe has voluntarily dismissed some counts of its original complaint. Monroe has also amended the original complaint to add new counts. Monroe's theories of liability in the complaint, as amended, are as follows:

Count I — Alleges violation of section 2 of the Sherman Antitrust Act (15 U.S.C. § 2).

Count II — Alleges violation of Ind. Code § 24-1-2-2 (Indiana Antitrust statute).

Count IV — Alleges breach of contract by unreasonable

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