Westco Petroleum Distributors, Inc. v. MCW Fuels, LLC CA2/3

FACTS AND PROCEDURAL BACKGROUND

In 2012, MCW was a fuel distribution company. It bought fuel from refineries, including Phillips, and distributed it to local gas stations. Westco similarly bought and distributed fuel. Both MCW and Westco were resellers and distributors of fuel for Phillips under separate “Master Branded Reseller Fuel Distribution Agreement[s]” with Phillips (reseller or master reseller agreements). At the time, Sami Dabbas was MCW’s COO. Antone Nino ran Westco. He was its CEO and president, a director, and majority shareholder.2 Westco’s then-legal- counsel Kamal A. Bilal also was one of its officers and directors and had a 24 percent shareholder interest in the company.3 1. 2012 Master Agreement In June 2012, MCW entered into a written “Master Agreement” with Westco and Nino for the purchase of 16 branded reseller fuel distribution agreements (fuel contracts)—through

MCW alleged Nino claimed to be Westco’s sole shareholder. Nino died in January 2014. MCW sued Nino’s personal representative, and Westco named the administrator of his estate as a cross-defendant. Neither is a party to this appeal. Bilal is a defendant and cross-complainant in this…