Petroleum Sales, Inc. v. Valero Refining Co.

MEMORANDUM **

This case involves a contract dispute between Petroleum Sales, Inc. (PSI) and Valero Refining Company. PSI sued Valero for breach of contract, price discrimination in violation of the Robinson-Patman Act and California Business and Professions Code (CBPC) § 21200, and unfair competition in violation of the CBPC § 17200. The district court granted summary judgment for Valero and awarded attorneys’ fees to Valero. For the reasons that follow, we AFFIRM the judgment of the district court.

I.

PSI first argues that the district court erred in granting summary judgment on its contract claim. PSI contends that a provision in its contract with Valero permitting Valero to withhold Facilities Allowance payments is unconscionable. Under California law, a contract or clause is unenforceable if it is both procedurally and substantively unconscionable. See Armendariz v. Found. Health Psychcare Servs., Inc., 24 Cal.4th 83, 114 , 99 Cal.Rptr.2d 745 , 6 P.3d 669 (2000). The procedural prong focuses on oppression due to unequal bargaining power; the substantive prong focuses on overly harsh results. Discover Bank v. Superior Court, 36 Cal.4th 148, 160 , 30 Cal.Rptr.3d 76 , 113 P.3d…