William T. Pride Pride Enterprises, Inc. Robert J. Weber v. Exxon Corporation Texaco Refining and Marketing, Inc.

Pride and Pride Enterprises, Inc. (Pride) and Weber appeal from a summary judgment entered by the district court in favor of Exxon Corporation (Exxon) and Texaco Refining and Marketing, Inc. (Texaco). The district court had jurisdiction pursuant to 15 U.S.C. § 2805 and possessed pendent jurisdiction over Pride and Weber's state claims. We have jurisdiction over this timely appeal pursuant to 28 U.S.C. § 1291 . We affirm in part and reverse and remand in part.

I

Texaco negotiated with Exxon to exchange Texaco’s Northern California service stations for Exxon service stations in Southern California, Nevada, Oregon, and Washington. In April 1988, Texaco submitted and Exxon accepted an offer to exchange these stations. A few days later, Exxon sent notices of termination and withdrawal to its franchises in the Portland area, including the separate stations operated by Pride and Weber. A few weeks later, Texaco sent offers to the terminated Exxon franchises inviting them to become Texaco franchisees. Both Pride and Weber accepted this offer and since November 1988 have been operating their service stations as Texaco brand dealers.

Pride and Weber filed an action alleging that Exxon…