Medina

FACTS

Shell was the owner of more than 300 Shell branded gas stations in 1 California. The operation of these stations was conducted through what Shell calls its “Multi-Site Operated” or “MSO” model. Under the MSO model, for each station Shell entered a set of nonnegotiable form agreements with an “MSO operator,” which, in turn, operated the station. The agreements created a lease of the station’s convenience store and car wash to the operator for certain monthly rent and required the operator’s employees to perform all work at the station, including the motor fuel services which were outside the lease. For the fuel services, the operators received a $2,000 monthly fee and a reimbursement amount unilaterally set by Shell, which was designed primarily to reimburse the operator for its labor expenses. Typically, these stations were leased as groups in nonnegotiable “clusters.” The MSO contracts could be terminated by Shell on six months’ notice, though stations could be added or withdrawn from the operator’s cluster at any time, for any reason. The MSO operators were required to use Shell’s electronic point of sale cash register system, with the proceeds paid directly to Shell, not…