Cianfrocco v. Gulf Oil Corp.

594 F. Supp. 360, 1984 U.S. Dist. LEXIS 23727
CourtDistrict Court, N.D. West Virginia
DecidedSeptember 11, 1984
DocketCiv. A. No. 84-0074-C(K)
StatusPublished
Cited by1 cases

This text of 594 F. Supp. 360 (Cianfrocco v. Gulf Oil Corp.) is published on Counsel Stack Legal Research, covering District Court, N.D. West Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Cianfrocco v. Gulf Oil Corp., 594 F. Supp. 360, 1984 U.S. Dist. LEXIS 23727 (N.D.W. Va. 1984).

Opinion

MEMORANDUM OPINION AND ORDER

KIDD, District Judge.

Finding of Facts

On April 5, 1984, the plaintiffs, Thomas J. Cianfrocco and Vincent Cianfrocco, filed their complaint alleging violations of the Sherman Act, Clayton Act, Robinson-Pat-man Act, the Petroleum Marketing Practices Act, and the Uniform Commercial Code. Gulf Oil Corporation, the defendant herein, filed its answer in this matter on May 15, 1984. On July 23, 1984, the Court held a hearing on whether a preliminary injunction should issue in this matter.

1. On December 14, 1972, Gulf Oil Corporation and the plaintiffs entered into their initial contract. Pursuant to the 1972 Agreement the plaintiffs were a wholesale consignee of the various products of the defendant and acted as a distributor of such products. As such, any customer accounts serviced by the plaintiffs were the defendant’s accounts and title to the products passed from Gulf to the customer upon delivery by the plaintiffs to that particular customer. The plaintiffs were under a commission basis based upon the gallon amount of gasoline they sold. The February 1972 agreement terminated on February 12, 1980.

2. On February 12, 1980, the parties entered into a contract which changed the Cianfroccos’ status from consignee to jobber with respect to all Gulf products they purchased except gasoline — i.e., lubricating oil, greases, distillates, and kerosene. As part of this changeover, Gulf assigned the Cianfroccos certain of its accounts for these products. On September 10, 1980, a similar contract and assignment were entered into with respect to gasoline. The Cianfroccos have been a jobber for all Gulf products they have purchased since that date. This jobber arrangement differs significantly from their former consignment arrangement: the Cianfroccos now purchase products from Gulf, and legal title to the products passes to the Cianfroccos. [361]*361They then sell the products to their customer accounts in whatever manner and at' whatever prices they choose. (As consignee, the Cianfroceos never acquired title to the products.)

3. Effective June 1, 1982, the parties entered into new contracts, which are currently in effect. With certain differences; not relevant here, these contract documents are the same as the ones immediately preceding them, which were signed in 1980. The “Brand Jobber Contract of Sale” and certain “Commodity Schedules”are the major documents governing the jobber relationship. Significantly, the Brand Jobber Contract of Sale contains the following integration clause:

This agreement contains each and every agreement and understanding existing between the parties relating to the subject matter of this contract, and no amendments or alterations thereto shall have any authorized manager of seller and by purchaser.

The Commodity Schedule dated June 1, 1982, sets forth the maximum monthly quantities of kerosene and distillates that can be purchased by the Cianfroceos between June 1,1982, and May 31,1983. The “Brand Jobber Commodity Schedule — Gasoline Special Provisions” dated June 1, 1982, sets forth the maximum and minimum gallonage of the various grades of Gulf gasoline to be sold to the Cianfroceos during that one year period. (These documents are attached to the Declaration of James H. White (“White Declaration”) as Exhibits A and B, respectively; together, they will be referred to as the “Contract.”)

4. The duration of the Contract is from year to year, subject to the effective dates provided for therein. The Contract automatically renewed itself on June 1, 1983, and was due to expire on May 31,1984. As will be explained below, Gulf has extended that expiration date to July 31, 1984.

5. Under the Contract, the Cianfroceos pick up petroleum products from Gulf at Gulfs Neville Island Terminal near Pittsburgh, Pennsylvania. The Cianfroceos in turn resell Gulf products to their customers.

6. Under the Contract, the prices to be paid by all jobbers, including the Cianfroccos, for Gulf petroleum products are the applicable prices appearing on Gulfs Schedule of Prices on the date of delivery. The scheduled prices at which Gulf sells products at its Neville Island terminal are set by Gulf in response to changing market conditions.

7. As independent businessmen, the Cianfroccos are free to resell Gulf products in any area they may choose, since no jobber has an exclusive territory. The Cianfroccos have never been limited by Gulf to a particular or exclusive territory and have never been promised one.

8. The Contract sets forth the terms of payment by the Cianfroceos for Gulf products. These terms allow for extension of credit as arranged between Gulf and the Cianfroceos. Extension of credit to a jobber depends on the financial condition of the jobber. For the past year and a half, the Cianfroceos have refused to provide financial information to Gulf which would enable Gulf to determine whether and what amount of credit to extend to them.

9. Although not obligated to do so under its Contract with the Cianfroceos or any other jobber, Gulf paid to all jobbers, including the Cianfroceos, a handling or “hauling” allowance prior to December 15, 1982. This hauling allowance varied in amount among jobbers depending on how far they had to ■ haul products from the terminal and was made in lieu of Gulf’s having to pay a common carrier or incurring its own cost of delivering products to the jobber’s place of business.

10. On December 15, 1982, Gulf changed from “delivered” pricing to “terminal” pricing on its gasolines, to all jobbers, including the Cianfroceos. Accordingly, Gulf discontinued the hauling allowances of all of its jobbers. This was done uniformly, without discrimination, to all jobbers. No jobber has been singled out for special treatment or given special allowances.

[362]*36211. In addition to selling gasoline and distillates to jobbers on a whole-sale basis at “terminal” pricing, Gulf also sells these products directly to certain retail outlets in West Virginia, Western Pennsylvania, and parts of Ohio, from its Neville Island terminal at “delivered” pricing. This “delivered” price is referred to as “DTW” (dealer tank-wagon) price. There is disputed evidence as to whether a “DTW” price for a given area has ever been set by Gulf at a lower level than the terminal price then in effect for all jobbers serving that same area including the Cianfroccos. Gulfs retail-jobber sales manager for the Pittsburgh marketing district testified that, to his knowledge, there had never been such an occasion. Thomas J. Cianfrocco testified to the contrary, based upon his observation of retail pump prices in the Morgan-town area and jobber “terminal” prices posted at the Neville Island terminal. In any event, because a “DTW” price includes the cost of transportation to a particular area and a jobber’s terminal price does not, the two prices are not subject to strict comparison at any particular point in time.

12. By letters dated November 10,1982, and December 14, 1982, the Cianfroccos were given notice that their hauling allowance was being discontinued. Those letters are attached to the White Declaration as Exhibits C and D, respectively. All other Gulf jobbers were also given notice of this change.

13. Unrelated to their jobber relationship with Gulf, the Cianfroccos continue to deliver products for Gulf to some of Gulf’s own industrial and commercial accounts in West Virginia, for which deliveries the Cianfroccos are paid an agreed commission.

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Bluebook (online)
594 F. Supp. 360, 1984 U.S. Dist. LEXIS 23727, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cianfrocco-v-gulf-oil-corp-wvnd-1984.