Rosedale Plaza Group v. Bp West Coast Products
| Decision Date | 14 October 2009 |
| Docket Number | No. CV-F-08-1874 OWW/GSA.,CV-F-08-1874 OWW/GSA. |
| Parties | ROSEDALE PLAZA GROUP, LLC, Plaintiff, v. BP WEST COAST PRODUCTS LLC, Defendant. |
| Court | U.S. District Court — Eastern District of California |
Martin Robert Fox, Thomas P. Bleau, Bleau Fox, A P.L.C., Los Angeles, CA, for Plaintiff.
Erin G. Frazor, Jeffrey M. Hamerling, DLA Piper LLP, San Francisco, CA, for Defendant.
Plaintiff Rosedale Plaza Group, LLC (hereafter referred to as Rosedale) has filed a Complaint for injunctive and/or declaratory relief and damages against Defendant BP West Coast Products LLC (hereafter referred to as BP) for BP's allegedly wrongful refusal to renew or wrongful termination of a Contract Dealer Gasoline Agreement (sometimes referred to by Rosedale as the PMPA Gasoline Franchise) in violation of the Petroleum Marketing Practices Act, (PMPA), 15 U.S.C. § 2801 et seq. by requiring Rosedale to also execute an am/pm convenience store franchise agreement. BP has filed a counterclaim for declaratory relief that BP's "termination/nonrenewal of the franchise relationship is legal and enforceable pursuant to the Dealer Agreements, the am/pm Mini Market Agreements, and state and federal law, including without limitation the PMPA . . . and that Rosedale has no legal right to purchase ARCO branded gasoline or display any of the ARCO marks, trademarks, trade name, and trade dress."
On July 9, 2009, a Preliminary Injunction was issued requiring the parties inter alia to comply with all terms and conditions of the am/pm Mini Market Agreement and the Contract Dealer Gasoline Agreement as if those agreements were in full force and effect.
Rosedale and BP have filed cross-motions for summary judgment and/or summary adjudication whether: (1) BP had the legal right to require Rosedale, as a condition of renewal of its franchise relationship with BP, to renew its entire Renewal Contracts, which included an am/pm Mini-Market Agreement and a PMPA Gas Agreement; (2) whether BP's decision to require its franchisees with expiring am/pm Mini Market Agreements and PMPA Gasoline Agreements to renew both agreements if they wished to continue a PMPA franchise relationship, was made in good faith and in the normal course of business; and (3) whether BP's Notice of Termination met the PMPA's procedural requirements under 15 U.S.C. § 2804.
The parties' cross motions for summary judgment are DENIED; material issues of disputed fact exist which preclude summary 2 judgment for either party.
Summary judgment is proper when it is shown that there exists "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. A fact is "material" if it is relevant to an element of a claim or a defense, the existence of which may affect the outcome of the suit. T.W. Elec. Serv., Inc. v. Pacific Elec. Contractors Ass'n, 809 F.2d 626, 630 (9th Cir.1987). Materiality is determined by the substantive law governing a claim or a defense. Id. The evidence and all inferences drawn from it must be construed in the light most favorable to the nonmoving party. Id.
The initial burden in a motion for summary judgment is on the moving party. The moving party satisfies this initial burden by identifying the parts of the materials on file it believes demonstrate an "absence of evidence to support the non-moving party's case." Celotex Corp. v. Catrett, 477 U.S. 317, 325, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). The burden then shifts to the nonmoving party to defeat summary judgment. T.W. Elec., 809 F.2d at 630. The nonmoving party "may not rely on the mere allegations in the pleadings in order to preclude summary judgment," but must set forth by affidavit or other appropriate evidence "specific facts showing there is a genuine issue for trial." Id. The nonmoving party may not simply state that it will discredit the moving party's evidence at trial; it must produce at least some "significant probative evidence tending to support the complaint." Id. The question to be resolved is not whether the "evidence unmistakably favors one side or the other, but whether a fair-minded jury could return a verdict for the plaintiff on the evidence presented." United States ex rel. Anderson v. N. Telecom, Inc., 52 F.3d 810, 815 (9th Cir.1995). This requires more than the "mere existence of a scintilla of evidence in support of the plaintiff's position"; there must be "evidence on which the jury could reasonably find for the plaintiff." Id. The more implausible the claim or defense asserted by the nonmoving party, the more persuasive its evidence must be to avoid summary judgment. Id. As explained in Nissan Fire & Marine Ins. Co. v. Fritz Companies, 210 F.3d 1099 (9th Cir.2000):
The vocabulary used for discussing summary judgments is somewhat abstract. Because either a plaintiff or a defendant can move for summary judgment, we customarily refer to the moving and nonmoving party rather than to plaintiff and defendant. Further, because either plaintiff or defendant can have the ultimate burden of persuasion at trial, we refer to the party with and without the ultimate burden of persuasion at trial rather than to plaintiff and defendant. Finally, we distinguish among the initial burden of production and two kinds of ultimate burdens of persuasion: The initial burden of production refers to the burden of producing evidence, or showing the absence of evidence, on the motion for summary judgment; the ultimate burden of persuasion can refer either to the burden of persuasion on the motion or to the burden of persuasion at trial.
A moving party without the ultimate burden of persuasion at trial—usually, but not always, a defendant—has both the initial burden of production and the ultimate burden of persuasion on a motion for summary judgment . . . In order to carry its burden of production, the moving party must either produce evidence negating an essential element of the nonmoving party's claim or defense or show that the nonmoving party does not have enough evidence of an essential element to carry its ultimate burden of persuasion at trial . . . In order to carry its ultimate burden of persuasion on the motion, the moving party must persuade the court that there is no genuine issue of material fact . . . .
If a moving party fails to carry its initial burden of production, the nonmoving party has no obligation to produce anything, even if the nonmoving party would have the ultimate burden of persuasion at trial . . . In such a case, the nonmoving party may defeat the motion for summary judgment without producing anything . . . If, however, a moving party carries its burden of production, the nonmoving party must produce evidence to support its claim or defense . . . If the nonmoving party fails to produce enough evidence to create a genuine issue of material fact, the moving party wins the motion for summary judgment . . . But if the nonmoving party produces enough evidence to create a genuine issue of material fact, the nonmoving party defeats the motion.
Rosedale moves for summary judgment on the ground that BP cannot require renewal of Rosedale's PMPA motor fuel franchise agreement upon the condition that Rosedale, a PMPA protected franchisee, also enter into a "non-motor fuel, non-necessary, mini market convenience store franchise agreement." BP cross-moves for summary judgment that it had the legal right to require Rosedale, as a condition of renewal of its franchise relationship with BP, to renew all BP's Renewal Contracts, which included an am/pm Mini-Market Agreement and a PMPA Gas Agreement.
"The PMPA is intended to protect gas station franchise owners from arbitrary termination or nonrenewal of their franchises with large oil corporations and gasoline distributors, and to remedy the disparity in bargaining power between parties to gasoline franchise contracts." DuFresne's Auto Service, Inc. v. Shell Oil Co., 992 F.2d 920, 925 (9th Cir.1993). 15 U.S.C. § 2802 precludes franchisors from terminating any franchise or failing to renew any franchise relationship unless notification requirements are met and the termination or nonrenewal is based on specified grounds. Id. Section 2802 states:
(a) Except as provided in subsection (b) of this section . . ., no franchisor engaged in the sale, consignment, or distribution of motor fuel in commerce may—
(1) terminate any franchise (entered into or renewed on or after June 19, 1978) prior to the conclusion of the term, or the expiration date, stated in the franchise; or
(2) fail to renew any franchise relationship (without regard to the date on which the relevant franchise was entered into or renewed).
(b)(1) Any franchisor may terminate any franchise . . . or may fail to renew any franchise relationship, if—
(A) the notification requirements of section 2804 are met; and
(B) such termination is based upon a ground described in paragraph (2) or such nonrenewal is based upon a ground described in paragraph (2) or (3).
The PMPA distinguishes between a "franchise" and a "franchise relationship." A "franchise" is a contract between a refiner and a retailer, or between a distributor and a retailer, under which the refiner or distributor permits the retailer to use the refiner's trademark in connection with the sale of motor fuel or premises to be used for motor fuel sales. DuFresne's Auto Service, Inc., id., at 925; 15 U.S.C. § 2801(1)(A). A "franchise relationship" means "the respective motor fuel marketing or distribution obligations and responsibilities of a franchisor and franchisee which result from the marketing of motor fuel under a franchise." Id.; 15 U.S.C. § 2801(2).
There is no dispute that a franchise and franchise relationship existed between Rosedale and BP.
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