United States District Court, D. Massachusetts
OPINION AND ORDER
A. O'Toole, Jr. United States District Judge
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
PMG has moved to dismiss all the claims but the breach of
contract claim under Federal Rule of Civil Procedure
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.
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.
Gulf are also parties to a number of other apparently related
agreements, the substance of which is not relevant to the
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.
Standard of Review
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
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.
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.
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 ...