Andrew Armaswalker v. Equilon Enterprises LLC

MEMORANDUM

In these consolidated appeals, Plaintiffs Aid, Inc. and Andrew Armaswalker (collectively, the “Franchisees”) appeal the district court’s grant of summary judgment in favor of Defendant Equilon Enterprises, LLC. We affirm the grant of summary judgment in Armaswalker v. Equilon Enterprises, LLC, reverse the grant of summary judgment in Aid v. Equilon Enterprises, LLC, and reverse the award of expert fees in both Armaswalker and Aid.

1. Statutory Framework — The Petroleum Marketing Practices Act (“PMPA”) forbids a franchisor from “failing] to renew any franchise relationship,” except for reasons specified by statute. 15 U.S.C. § 2802 (a)(2). One such reason, at issue in this appeal, allows for termination or non-renewal of a franchise relationship if the franchisor determines to sell the premises of a retail station “in good faith and in the normal course of business.” Id. § 2802(b)(8)(D). As applicable to these cases, the franchisor must either (1) “ma[ke] a bona fide offer to sell, transfer, or assign to the franchisee such franchisor’s interest in such premises” or (2) “offer[ ] the franchisee a right of first refusal of at least 45-days duration of an offer, made by…