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Court Watch
Petroleum Marketers Act Does Not Allow Franchisor to Force Franchisee to Re-Brand
In September 2007, the U.S. District Court for the Eastern District of Pennsylvania found that the implied terms of an ambiguous franchise agreement caused the agreement to terminate when an unanticipated contingency occurred that excluded all products from the scope of the agreement. The court held that because the essence of the agreement was the sale of petroleum products from the wholesaler to the service station operator, when the wholesaler discontinued delivery of the original brand of products contemplated by the agreement and offered to substitute another brand, but the service station operator objected to the substitution ' both of which actions were explicitly permitted by the unambiguous terms of the agreement ' the agreement terminated due to an unstated, but implied contingency being triggered. Getty Petroleum Mktg, Inc. v. Shipley Fuels Mktg, LLC, 2 Bus. Franch. Guide (CCH) '13,729 (E. D. Pa. Sept. 27, 2007).
The case involved a 'Distributor PMPA Motor Fuels Franchise Agreement' entered into on Dec. 30, 1994. The plaintiff, Getty Petroleum Marketing, Inc. ('Getty'), had acquired the rights of the franchisor party under the agreement through a series of assignments that originated from the Federal Trade Commission's investigation of the proposed merger of Exxon Corporation and Mobil Oil Corporation ('Mobil'), the original franchisor party. During that investigation, Mobil had agreed to divest itself of certain assets in Pennsylvania and Maryland, including its rights in the franchise agreement at issue in this case. Mobil assigned its interest in the agreement to TOSCO Corporation, which later merged with ConocoPhillips Company. In 2004, ConocoPhillips assigned its interest in the agreement to Getty, as part of a larger transaction in which Getty purchased certain Mobil-branded assets from ConocoPhillips, including franchise and supply contracts for more than 700 retail outlets in New Jersey and Pennsylvania. Getty's plan was to re-brand the retail outlets with the LUKOIL brand owned by its parent company, LUKOIL Oil Company.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?