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Akshayraj, Inc. v. Getty Petroleum Marketing

April 8, 2009

AKSHAYRAJ, INC., ET AL., PLAINTIFFS,
v.
GETTY PETROLEUM MARKETING, INC. AND LUKOIL AMERICAS CORPORATION, DEFENDANTS.



The opinion of the court was delivered by: Hillman, District Judge

OPINION

I. BACKGROUND

This case, which began with plaintiffs' request for a preliminary injunction to prevent the rebranding of their Mobil gasoline stations to Lukoil, has a long procedural history. The preliminary injunction was denied, and all of plaintiffs' claims have been dismissed from the case except for Count IV for breach of the implied covenant of good faith and fair dealing, which survived defendants' motion to dismiss pursuant to Federal Civil Procedure Rule 12(b)(6). Defendants have now moved for judgment on the pleadings pursuant to Rule 12(c) as to Count IV with regard to the three remaining plaintiffs, Heritage Fuels Inc., Heritage Gas Inc., and Heritage Oil Inc. Plaintiffs have opposed defendants' motion.

Also before the Court is plaintiffs' appeal of the magistrate judge's order denying the extension of discovery, and defendants' cross-appeal of the magistrate judge's order sealing plaintiffs' motion to withdraw as counsel. Oral argument on all three pending motions was held on April 7, 2009. For the reasons expressed below, defendants' motion for judgment on the pleadings will be granted, and the parties' appeals of the magistrate judge's orders will be denied as moot.

II. DISCUSSION

A. Standard for Judgment on the Pleadings

A Rule 12(c) motion for judgment on the pleadings may be filed after the pleadings are closed. Fed. R. Civ. P. 12(c); Turbe v. Gov't of V.I., 938 F.2d 427, 428 (3d Cir. 1991). In analyzing a Rule 12(c) motion, a court applies the same legal standards as applicable to a motion filed pursuant to Rule 12(b)(6). Turbe, 938 F.2d at 428. Thus, a court must accept all well-pleaded allegations in the complaint as true and view them in the light most favorable to the plaintiff. Evancho v. Fisher, 423 F.3d 347, 351 (3d Cir. 2005).

B. Defendants' Motion For Judgment On the Pleadings

Plaintiffs' remaining claim against defendants alleges that defendants' actions breached the implied covenant of good faith and fair dealing by defendants' "pricing under the open pricing terms contained in the Franchise Agreement," and by defendants setting prices for Lukoil gasoline "arbitrarily, unreasonably, and capriciously and with the objective of depriving the Plaintiffs of their reasonable contractual expectations" (Count IV).

Defendants argue that they are entitled to judgment on the pleadings because a claim for breach of the implied covenant of good faith and fair dealing is not cognizable in these circumstances under Pennsylvania law. Plaintiffs counter that New Jersey law applies, and New Jersey allows for such a claim. Plaintiffs also argue that even if Pennsylvania law applies, their claim is permitted.

Defendants' arguments are availing. First, Pennsylvania law applies, because pursuant to the Petroleum Practice Marketing Act, the substantive law of the franchisee's principal place of business determines the law governing the construction of the franchise agreement. See 15 U.S.C. § 2805(f)(2) ("No provision of any franchise shall be valid or enforceable if the provision specifies that the interpretation or enforcement of the franchise shall be governed by the law of any State other than the State in which the franchisee has the principal place of business of the franchisee."); Getty Petroleum Marketing, Inc. v. Shipley Fuels Marketing, LLC, 2007 WL 2844872, 12 (E.D. Pa. 2007) (finding that because the franchisee maintained its principal place of business within Pennsylvania, Pennsylvania law applied to the Agreement). Here, because the plaintiffs' gas stations are located in Pennsylvania, Pennsylvania law applies.*fn1

In Pennsylvania, the Third Circuit has interpreted and predicted Pennsylvania law on the issue of whether a plaintiff can maintain a claim for the breach of the implied covenant of good faith and fair dealing when a valid contract exists. The Third Circuit has held that under Pennsylvania law the implied covenant of good faith cannot modify or override express contractual terms. Bishop v. GNC Franchising LLC, 248 Fed. Appx. 298, 300 (3d Cir. 2007) (affirming Bishop v. GNC Franchising LLC 403, F. Supp. 2d 411, 418-19 (W.D. Pa. 2005) and citing Witmer v. Exxon Corp., 434 A.2d 1222, 1226-27 (Pa. 1981)). Even though courts have noted an exception to this rule in cases of franchise relationships, the implied covenant of good faith overrides contractual terms only in the context of franchise terminations. Id. (citing Atlantic Richfield Co. v. Razumic, 390 A.2d 736, 742 (Pa. 1978)).*fn2

Here, plaintiffs claim that defendants breached the implied covenant of good faith and fair dealing by their "pricing under the open pricing terms contained in the Franchise Agreement." Thus, if the Franchise Agreement contains a provision that expressly deals with pricing and the remaining claim in this action, fairly construed, amounts to a challenge to the contractual provision as written then plaintiffs' claim is not cognizable.

The Franchise Agreement provides, 2.2 Prices. For each type or grade of Products purchased under this Agreement, Franchise Dealer shall pay GETTY the price that is in effect at the time and place of delivery for that type or grade of Products sold and delivered to Franchise Dealer's Marketing Premises at the time the Product is loaded into the truck at GETTY'S terminal or bulk plant for delivery to the Marketing Premises. Unless otherwise ...


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