Graham Oil Co., an Oregon Corporation v. Arco Products Co., a Division of Atlantic Richfield Co., a Delaware Corporation

43 F.3d 1244
CourtCourt of Appeals for the Ninth Circuit
DecidedMarch 13, 1995
Docket92-35007, 92-35380
StatusPublished
Cited by105 cases

This text of 43 F.3d 1244 (Graham Oil Co., an Oregon Corporation v. Arco Products Co., a Division of Atlantic Richfield Co., a Delaware Corporation) is published on Counsel Stack Legal Research, covering Court of Appeals for the Ninth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Graham Oil Co., an Oregon Corporation v. Arco Products Co., a Division of Atlantic Richfield Co., a Delaware Corporation, 43 F.3d 1244 (9th Cir. 1995).

Opinions

Opinion by Judge REINHARDT; Dissent by Judge FERNANDEZ.

REINHARDT, Circuit Judge:

I. INTRODUCTION

Graham Oil Co. (“Graham Oil”) appeals the judgment of the district court, which dismissed, with prejudice, all of its claims against ARCO Products Co. (“ARCO”). The claims were dismissed because Graham Oil [1246]*1246refused to submit to arbitration as required by an arbitration clause in its distributorship agreement with ARCO.

Graham Oil contends that the arbitration clause is invalid because it requires the surrender of certain rights provided under the Petroleum Marketing Practices Act (“PMPA”), 15 U.S.C. §§ 2801-2806. Accordingly, it argues that the district court — not an arbitrator — must decide the merits of its claims under the PMPA. We agree.

II. FACTS

For nearly forty years, Graham Oil was a branded distributor of ARCO gasoline in Coos Bay, Oregon. On October 2,1990, Graham Oil and ARCO entered into a Branded Distributor Gasoline Agreement (“Agreement”), which was effective from January 1, 1991, to December 31, 1993. Among other things, the parties agreed that Graham Oil would purchase a minimum amount of gasoline each month during the two-year period of the Agreement.

On November 10, 1991, ARCO notified Graham Oil that it intended to terminate the Agreement as of October 31, 1991, because Graham Oil had not been purchasing the required minimum amount of gasoline as specified in the Agreement. On November 27, 1991, Graham Oil filed a motion for a preliminary injunction against ARCO in federal district court. Graham Oil argued that ARCO had violated the PMPA by deliberately raising its prices so that Graham Oil would be unable, to meet the minimum gasoline requirements. Accordingly, Graham Oil argued that ARCO should not be allowed to terminate the Agreement.

On December 3, 1991,. the district court issued a preliminary injunction that prohibited ARCO from terminating the Agreement for 9Ó days. Instead of reaching the merits of Graham Oil’s claims under the PMPA, however, the court found that arbitration was Graham Oil’s exclusive remedy. The court' required the parties to complete the arbitration within 90 days.

Graham Oil appealed the district court’s order and refused to submit to arbitration. Upon the expiration of .the 90 days, ARCO moved for summary judgment. Graham Oil filed a cross-motion to keep the court’s preliminary injunction in force pending the resolution of its appeal. The court denied Graham Oil’s cross-motion and granted summary judgment in favor of ARCO. On appeal, Graham Oil argues that the arbitration clause in the Agreement is invalid and that the court must determine the merits of its claims under the PMPA.

III. ANALYSIS

This case involves the validity of an arbitration clause that, in addition to specifying arbitration as the means by which disputes are to be resolved, purports to waive certain statutory rights conferred upon petroleum franchisees by the PMPA. We conclude that the clause is invalid. As a result, we strike it and remand for further proceedings.

A Validity of the Clause.

. 1. Purpose of the PMPA. In determining the validity of the arbitration clause, we first review the purpose of the PMPA. Congress enacted the PMPA with the primary goal of “protecting franchisees.” See Khorenian v. Union Oil Co., 761 F.2d 533, 535 (9th Cir.1985) (internal quotes omitted). Such protection was needed in order to correct the great “disparity of bargaining power” between petroleum franchisors and franchisees. See S.Rep. No. 731, 95th Cong., 2d Sess., in 1978 U.S.C.C.A.N. 873, 876 [hereinafter Legislative History ]. According to the legislative history of the PMPA, petroleum franchise agreements generally are nothing more than “contracts of adhesion” that perpetuate the “continuing vulnerability of the franchisee to the demands and actions of the franchisor.” Id.

In order to correct some of the effects of this disparity in bargaining power, Congress enacted certain protections for franchisees like Graham Oil. Essentially, the Act affords franchisees statutory remedies for the arbitrary or discriminatory termination (or non-renewal) of franchises by their franchisors. Id. Among other things, these protections include exemplary damages, reasonable attorney’s fees, and a one-year statute of limitations. See 15 U.S.C. § 2805; Legislative History at 899. These rights and benefits are, of course, not only designed to compen[1247]*1247sate for injury, but also to deter unfair conduct.

2. Arbitration Clause. Turning to the arbitration clause, we note as an initial matter that arbitration is a form of dispute resolution that finds favor in the courts. In a number of instances, the Supreme Court has upheld agreements to submit statutory claims to arbitration, see, e.g., Gilmer v. Interstate/Johnson Lane Corporation, 500 U.S. 20, 26, 111 S.Ct. 1647, 1652, 114 L.Ed.2d 26 (1991) (“It is by now clear that statutory claims may be the subject of an arbitration agreement, enforceable pursuant to the [Federal Arbitration Act, 9 U.S.C. §2 et seq.].”), including claims involving unfair business practices. Among the claims in that category are those arising under the Sherman Act, the Securities Exchange Act of 1934, and the Securities Act of 1933. See, e.g., Rodriguez de Quijas v. Shearson/American Express, Inc., 490 U.S. 477, 109 S.Ct. 1917, 104 L.Ed.2d 526 (1989); Shearson/American Express Inc. v. McMahon, 482 U.S. 220, 107 S.Ct. 2332, 96 L.Ed.2d 185 (1987); Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 105 S.Ct. 3346, 87 L.Ed.2d 444 (1985). Some of the arbitration provisions — like the provisions here — have been contained in form agreements executed before the dispute arose. See, e.g., De Quijas, 490 U.S. at 478, 109 S.Ct. at 1918; McMahon, 482 U.S. at 223, 107 S.Ct. at 2335.

3. Analysis. Nothing in the PMPA suggests that Congress intended to change the general presumption in favor of upholding agreements to submit statutory claims to arbitration. A simple agreement for arbitration of disputes is valid, whether or not contained in a franchise agreement. Such a provision constitutes nothing more than an agreement to substitute one legitimate dispute resolution forum for another and involves no surrender of statutory protections or benefits.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Ramos v. Monschein Industries, Inc. CA5
California Court of Appeal, 2022
Caremark, LLC v. Chickasaw Nation
43 F.4th 1021 (Ninth Circuit, 2022)
Castillo v. Cleannet USA, Inc.
358 F. Supp. 3d 912 (N.D. California, 2018)
James Dillon v. BMO Harris Bank, N.A.
856 F.3d 330 (Fourth Circuit, 2017)
James Hayes v. Delbert Services Corporation
811 F.3d 666 (Fourth Circuit, 2016)
White v. Four Seasons Hotels and Resorts
999 F. Supp. 2d 250 (District of Columbia, 2013)
Zaborowski v. MHN Government Services, Inc.
936 F. Supp. 2d 1145 (N.D. California, 2013)
Lara v. Onsite Health, Inc.
896 F. Supp. 2d 831 (N.D. California, 2012)
Newton v. American Debt Services, Inc.
854 F. Supp. 2d 712 (N.D. California, 2012)
Adams v. AT & T MOBILITY, LLC
816 F. Supp. 2d 1077 (W.D. Washington, 2011)
D'ANTUONO v. Service Road Corp.
789 F. Supp. 2d 308 (D. Connecticut, 2011)
Nino v. JEWELRY EXCHANGE, INC.
609 F.3d 191 (Third Circuit, 2010)
D.C. v. Harvard-Westlake School
176 Cal. App. 4th 836 (California Court of Appeal, 2009)
Santiago-Sepulveda v. Esso Standard Oil Co.
634 F. Supp. 2d 201 (D. Puerto Rico, 2009)
Faust v. COMMAND CENTER, INC.
484 F. Supp. 2d 953 (S.D. Iowa, 2007)

Cite This Page — Counsel Stack

Bluebook (online)
43 F.3d 1244, Counsel Stack Legal Research, https://law.counselstack.com/opinion/graham-oil-co-an-oregon-corporation-v-arco-products-co-a-division-of-ca9-1995.