Free Proposed Order - District Court of California - California

Case 5:07-cv-04808-JF

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Filed 07/03/2008

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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

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BP WEST COAST PRODUCTS LLC, a Delaware Limited Liability Company,
Plaintiff,

Case No.: C07 04808 JF

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(PROPOSED) ORDER GRANTING BP WEST COAST PRODUCTS LLC'S v. MOTION FOR SUMMARY JUDGMENT, OR IN THE ALTERNATIVE, PARTIAL STTN ENTERPRISES, INC., a California SUMMARY JUDGMENT AS TO THE Corporation; NAZIM FAQUIRYAN, an individual; COUNTERCLAIM
SAYED F AQUIR Y AN, an individual; and MAGHUL F AQUIR Y AN, an individual; and A V A

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GLOBAL ENTERPRISE, LLC, a California limite liability company,
Defendants.

(Filed concurrently with Notice and Motion; Memorandum of Points and Authorities; Declarations of Deborah Y oon Jones, Thomas
Reeder, Brad Christensen, and Cecile
McDonnell; Appendix of

Non-Federal

Authorities. )

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Date: Time:
Crtrm: 3

August 8, 2008 (reserved)
9:00 a.m.

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Honorable Jeremy Fogel

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Filing Date:

September 17,2007

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AND RELATED CROSS-ACTION.

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(PROPOSEDj ORDER GRANTING MOTION FOR SUMARY JUGMENT, OR IN THE AL TERN A TIVE, PARTIAL SUMARY JUGMENT AS TO THE COUNTERCLAIM
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This action came on for hearing before the Court, on August 8, 2008, the Honorable
Jeremy Fogel, United States District Court Judge Presiding, on Plaintiff and Counter-Defendant BP

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West Coast Products LLC's ("BPWCP") Motion for Summar Judgment, Or In the Alternative,
Parial Summary Judgment as to the Counterclaim.
Deborah Yoon Jones, Esq. of Weston,

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Benshoof, Rochefort, Rubalcava and MacCuish, LLP appeared for BPWCP, and John G. Michael,

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Esq. of Baker Manock & Jensen appeared for Defendant and Counterclaimants STTN Enterprises,
Inc.; Sayed Faquiryan; Nazim Faquiryan; Maghul Faquiryan; and A V A Global Enterprises, LLC

(hereinafter collectively "Counterclaimants"). The evidence presented having been fully considered,
the issues having been duly heard and a decision having been duly rendered, the Court hereby

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ORDERS as follows:

After considering all of the evidence, both oral and documentary, filed in connection
with this motion and introduced at the hearing thereon, being fully advised in the premises and good

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cause appearing therefore, the Court hereby GRANTS BPWCP's motion for summary judgment as
follows:
The Court adopts and incorporates BPWCP's Statement of

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Uncontroverted Facts, and

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finds that there are no triable issues of material fact in this action as to the First through Eighth

Causes of Action asserted by the Counterclaimants. BPWCP is entitled to a judgment in its favor as
a matter of law for the following reasons:
1.
Wrongful Terminationliolation of

BPWCP Is Entitled to Summar Judgment On STTN's First Counterclaim for

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the PMPA: BPWCP's decision to terminate was properly based

upon enumerated grounds in the Petroleum Marketing Practices Act, 15 U.S.C. § 2801, et seq.
("PMP A") (see Sections 2802( c )(8) and 2802( c )(9)), the franchise agreements, and the applicable

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legal authority.
2.

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BPWCP Is Entitled to Summar Judgment On STTN's Second Counterclaim

for Breach of the Conditional Commitment Letter: STTN cannot maintain a cause of action for

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breach of the Conditional Commitment Letter ("CCL") because the CCL is not an enforceable
contract.
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(PROPOSED) ORDER GRATING MOTION FOR SUMARY JUDGMENT, OR IN THE ALTERNATIVE, PARTIAL SUMARY JUGMENT AS TO THE COUNTERCLAIM
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3.

BPWCP Is Entitled to Summar Judgment On STTN's Third Counterclaim

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for Breach of the Store Loan Agreement: BPWCP did not breach the Store Loan Agreement
because BPWCP fully funded the $150,000 contemplated in that loan (which has yet to be repaid
even though repayment is owed) and did so pursuant to the terms and conditions of

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the loan.

4.

BPWCP Is Entitled to Summar Judgment On STTN's Fourth and Fifth

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Counterclaims for Breach of the Gasoline Loan Agreement and Disbursement Agreement: BPWCP
did not breach the Gasoline Loan Agreement or Disbursement Agreement because STTN (1) was in

default of the loan agreement and disbursement agreement terms, and never met all the requisite
conditions to funding; and (2) was and continues to owe BPWCP over $126,000 for unpaid gasoline
deliveries.
5.

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BPWCP Is Entitled to Summary Judgment On Counterclaimants' Sixth Cause

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of Action for Breach of the Implied Covenant of Good Faith and Fair Dealing: BPWCP is entitled

to summary judgment against STTN on defendants' claim for Breach of the Implied Covenant of
Good Faith and Fair Dealing because (1) the parties' relationship is governed by detailed written
agreements and a tort claim canot be assert in this commercial setting where no independent

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fiduciary relationship exists; (2) the franchise and lender relationships are not special relationships

under which tort liability attaches when there is a contract; and (3) the covenant does not apply to
rights expressly provided for in the contract.
6.

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BPWCP Is Entitled to Summar Judgment On Counterclaimants' Seventh

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Cause of Action for Fraud: BPWCP is entitled to summar judgment against STTN on defendants'
counterclaims for Fraud because (1) the parties' relationship is governed by detailed written
agreements and a tort claim canot be assert in this commercial setting where no independent

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fiduciary relationship exists; and (2) STTN has no evidence supporting fraud by BPWCP.
7.

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BPWCP Is Entitled to Summary Judgment On Counterclaimants' Eighth

Cause of Action for Negligent Misrepresentation: BPWCP is entitled to summar judgment against

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STTN on defendants' counterclaims for Negligent Misrepresentation because (1) the parties'
relationship is governed by detailed written agreements and a tort claim canot be assert in this

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(PROPOSED) ORDER GRANTING MOTION FOR SUMARY JUGMENT, OR IN THE AL TERNA TIVE, PARTIAL SUMARY JUDGMENT AS TO THE COUNTERCLAIM
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commercial setting where no independent fiduciary relationship exists; and (2) STTN has no
evidence supporting negligent misrepresentation by BPWCP.

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IT is ORDERED AND ADJUDGED that BPWCP's Motion for Summary Judgment
on the Counterclaim is granted, and judgment be entered in favor of BPWCP on these claims by the
Counterclaimants.

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DATED:
Hon. Jeremy Fogel

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Respectfully submitted,

United States District Court

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DATED: July 3, 2008

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KURT OSENBAUGH DEBORAH YOON JONES SAYAKA KARIT ANI WESTON, BENSHOOF, ROCHEFORT, RUBALCA VA & MacCUISH LLP

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1215433.1

(PROPOSED) ORDER GRATING MOTION FOR SUMARY JUGMENT, OR IN THE ALTERNATIVE, PARTIAL SUMARY JUGMENT AS TO THE COUNERCLAIM