Abrahim & Sons Enterprises v. Equilon Enterprises, LLC

ORDER

The request to publish the unpublished Memorandum disposition is GRANTED. The Memorandum disposition filed-April 4, 2002, is redesignated as an authored Opinion by Judge T.G. Nelson.

OPINION

Appellants, a group of independent dealers who operate gas stations leased from Shell or Texaco, allege that the oil companies violated California law by transferring the gas stations to a limited liability company without first offering Appellants a chance to buy the stations. Appellees argue that California law does not apply to this' situation because Appellees merely contributed their assets to a limited liability company that they controlled. The district court agreed with Appellees and granted their summary judgment motion. We reverse the district court.

Í.

Appellants are forty-three independent dealers who operate' Shell or Texaco gasoline stations in southern California. All appellants leased their stations from, and had dealer agreements with, Shell or Texaco. In 1998, Shell and Texaco addressed growing concerns about declining oil prices, declining profits, and increased competition by combining their retail marketing and refining activities into a limited liability…