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Gulf Oil Limited Partnership v. Petroleum Marketing Group, Inc

United States District Court, D. Massachusetts

March 30, 2018



          George A. O'Toole, Jr. United States District Judge

         The plaintiff, Gulf Oil Limited Partnership, alleges claims against Petroleum Marketing Group, Inc. (“PMG”) for breach of contract (Count I); breach of the implied covenant of good faith and fair dealing (Count II); unjust enrichment (Count III); fraudulent inducement (Count IV); tortious interference with contract and advantageous business relations or business expectancy (Count V); violation of Massachusetts General Laws Chapter 93A (Count VII); conspiracy under Virginia Code § 18.2-499, et seq. (Count VIII); and civil conspiracy (Count IX).[1] PMG has moved to dismiss all the claims but the breach of contract claim under Federal Rule of Civil Procedure 12(b)(6).

         I. Factual Background

         According to the allegations of the complaint, Gulf, a Delaware limited partnership with a principal place of business in Massachusetts, is a wholesaler of refined petroleum products, including diesel fuel and gasoline. Gulf utilizes a distribution network that supplies fuel products through its seventeen owned and operated terminals and more than 1800 Gulf-branded gas and service stations. PMG is incorporated in Maryland and has a principal place of business in Virginia.

         In 2016, PMG acquired 223 northeast and mid-Atlantic dealer-operated convenience stores and gas stations from Gulf. Subsequently, PMG entered into a Distributor Agreement with Gulf that required, among other things, that PMG purchase from Gulf a specific minimum annual and monthly volume of Gulf products according to payment terms set out in the Distributor Agreement.

         PMG and Gulf are also parties to a number of other apparently related agreements, the substance of which is not relevant to the present motion.

         By letter dated April 21, 2017, PMG advised Gulf that it had entered into an agreement with BP under which PMG would lease seventy-six of its recently acquired Gulf-branded sites to BP that BP intended to use to sell BP-branded fuels. These stations were located in New York and New Jersey. None of the sites being converted were located in Massachusetts. Gulf became concerned both with the potential loss of revenue under the Distributor Agreement from the conversion of Gulf stations to BP stations and with the adverse public relations effect of what might be seen as a substantial withdrawal from the retail market by Gulf. The complaint alleges a variety of damages suffered by Gulf.

         II. Standard of Review

         To survive a Rule 12(b)(6) motion, a complaint must allege facts that “raise a right to relief above the speculative level on the assumption that all the allegations in the complaint are true, ” even if there is doubt about the truth of those allegations. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (footnote omitted) (internal citation omitted). A complaint must also contain “sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.'” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Twombly, 550 U.S. at 570). The court also must disregard “statements in the complaint that merely offer ‘legal conclusion[s] couched as . . . fact[].'” Ocasio-Hernández v. Fortuño-Burset, 640 F.3d 1, 12 (1st Cir. 2011) (alteration in original) (quoting Iqbal, 556 U.S. at 678).

         III. Discussion

         PMG's motion does not include the claim asserted in Count I for breach of contract, which it concedes is adequately pled. Gulf agreed at the oral argument on the present motion that Count III for unjust enrichment has been waived. Accordingly, the pleading adequacy of the claims alleged in Counts II, IV, V, VII, VIII and IX are presently at issue.

         After review, I am satisfied that Counts II, IV, V, VIII and IX plausibly, and therefore adequately, allege claims against PMG. Whether Gulf can prove those claims is a matter for another day. However, I agree with PMG that Count VII, alleging a claim under Chapter 93A, does not state a claim upon which relief can be granted.

         Count VII alleges that PMG engaged in unfair and deceptive practices in violation of Chapter 93A, Section 11. That section includes an important limitation on the scope of the cause of action authorized:

No action shall be brought or maintained under this section unless the actions and transactions constituting the alleged unfair method of competition or the unfair or deceptive act or practice occurred ...

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