Lippo v. Mobil Oil Corp.

802 F.2d 975
CourtCourt of Appeals for the Seventh Circuit
DecidedOctober 7, 1986
DocketNo. 85-2770
StatusPublished
Cited by10 cases

This text of 802 F.2d 975 (Lippo v. Mobil Oil Corp.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Seventh Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Lippo v. Mobil Oil Corp., 802 F.2d 975 (7th Cir. 1986).

Opinion

FLAUM, Circuit Judge.

For approximately nine years plaintiff-appellant Bruce Lippo (Lippo) operated a gasoline service station in Schaumburg, Illinois, as a franchisee of the defendant-appellee Mobil Oil Corporation (Mobil). This case arises from the parties’ failure to renew the franchise agreement upon the expiration of its term. From October 1, 1979 through September 30, 1982 the franchise relationship between Lippo and Mobil was governed by a contract, a service station lease, and several other documents executed on March 1, 1979, as well as the Petroleum Marketing Practices Act, Pub.L. No. 95-297, 92 Stat. 322 (1978), codified at 15 U.S.C. §§ 2801-2841 (PMPA or “the Act”) which became effective upon enactment on June 19, 1978. During March 1982, Mobil presented Lippo with proposed franchise documents for a three-year term beginning October 1, 1982. The key element for purposes of this action was the proposed rental amount. Lippo did not execute the proposed documents. On March 26, 1982, Mobil sent Lippo a notice of non-renewal.

Lippo commenced this action alleging that the nonrenewal violated the contract and the PMPA. Summary judgment was granted in favor of Mobil. Lippo has appealed, contending that Mobil’s refusal to renew the franchise agreement violated the PMPA. For the reasons set forth below, we see no error in the district court’s rulings and therefore affirm.

According to the contract and supporting documents, Mobil had the unconditional right not to renew the franchise. However, the PMPA, which must be read into the contract and lease, was enacted to protect petroleum franchisees from overbearing and discriminatory termination practices by franchisors. See, e.g., Brack v. Amoco Oil Co., 677 F.2d 1213, 1220 (7th Cir. 1982).

The relevant portion of the Act provides:
(b)(3) For purposes of this subsection, the following are grounds for nonrenewal of a franchise relationship:
(A) The failure of the franchisor and the franchisee to agree to changes or additions to the provisions of the franchise, if:
(i) such changes or additions are the result of determinations made by the franchisor in good faith and in the normal course of business; and
(ii) such failure is not the result of the franchisor’s insistence upon such changes or additions for the purpose of preventing the renewal of the franchise relationship.

15 U.S.C. § 2802(b)(3)(A).

In a civil action under the PMPA, the parties’ burdens are clearly delineated. The franchisee has the burden of demonstrating: (1) the existence of a franchise relationship; (2) his status as a franchisee; and (3) the nonrenewal of the franchise relationship by the franchisor. Then, “[t]he franchisor shall bear the burden of going forward with evidence to establish as an affirmative defense that such ... nonrenewal was [permissible] under section 2802(b)....” 15 U.S.C. § 2805(c). See H.R.Rep. No. 95-297, 95th Cong., 2d Sess. 41, reprinted in 1978 U.S. Code Cong. & Ad. News 873, 899. The focus in this case is whether Mobil’s proposed changes to the franchise agreement were made in good faith, in the normal course of business, and not as a pretext for nonrenewal. See, e.g., Munno v. Amoco Oil Co., 488 F.Supp. 1114 (D.Conn.1980). The franchisor’s obligation to deal in good faith has been recognized as a subjective one:

[I]t is appropriate to note that considerable debate has focused upon recognition of so-called “reasonable business judgments” of the franchisor as grounds for termination or non-renewal. This standard has not been adopted by the committee. Instead, a two-fold test has been utilized to judge certain specified determinations____
One test is whether the determination was made “in good faith.” This good faith test is meant to preclude sham determinations from being used as an artifice for termination or non-renewal. The [978]*978second test is whether the determination was made “in the normal course of business.” Under this test, the determination must have been the result of the franchisor’s normal decisionmaking process. These tests provide adequate protection of franchisees from arbitrary or discriminatory termination or non-renewal, yet avoid judicial scrutiny of the business judgment itself.

Senate Report No. 95-731, 95th Cong. 2d Sess. 37, reprinted in 1978 U.S. Code Cong. & Ad. News 873, 895-96. See also Brack v. Amoco Oil Co., 677 F.2d 1213, 1222 (7th Cir.1982); Siecko v. Amerada Hess Corp., 569 F.Supp. 768, 771-72 (E.D. Penn.1982); Palmieri v. Mobil Oil Corp., 529 F.Supp. 506, 511-12 (D.Conn.), aff'd, 682 F.2d 295 (2d Cir.1982); Bellmore v. Mobil Oil Corp., 524 F.Supp. 850, 853 (D.Conn.1981); Munno v. Amoco Oil Co., 488 F.Supp. 1114, 1118-21 (D.Conn.1980).

On appeal, both parties allege that their adversary misrepresented the pertinent facts. We find no such misrepresentation, but rather that the parties disagree on the inferences to be drawn from the relevant facts. Summary judgment should not be substituted for a trial on the merits. Instead, summary judgment is proper and will be upheld on appeal when the pleadings and supporting papers in the record demonstrate 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). The movant for summary judgment bears the burden of establishing the absence of a genuine issue of material fact and the entitlement to judgment as a matter of law. E.g., Yorger v. Pittsburgh Coming Corp., 733 F.2d 1215, 1218 (7th Cir.1984). All doubts are to be resolved against the movant. The non-moving party’s reasonable allegations are to be accepted as true for purposes of summary judgment. E.g., United States v. Diebold, Inc., 369 U.S. 654, 655, 82 S.Ct. 993, 994, 8 L.Ed.2d 176 (1962). Based on the foregoing standard, the following facts are apparent from the record.

In early March, 1982 an Area Manager (Boyer) and a Marketing Representative (Chowdhury) of Mobil met with Lippo to explain the proposed terms of a new franchise agreement between Mobil and Lippo. However, the final copies of the documents were not reviewed at that time. On March 17, 1982 Boyer and a different Marketing Representative (Perry) brought the documents pertaining to the franchise renewal to Lippo at his service station and a meeting was arranged for March 24, 1982 to obtain the executed copies of the agreement from Lippo.

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