Summary
The Nebraska Supreme Court affirmed summary judgment in a declaratory judgment action concerning a fuel supply agreement and an incorporated Electronic Dealer Delivery Plan. The court held that the agreements, construed together, unambiguously permitted Ray Anderson, Inc. to rebrand fuel at some stations, while granting Buck’s, Inc. the sole contractual right to terminate the agreement. The court also declined to provide Anderson an additional termination right under Nebraska’s Uniform Commercial Code.
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Practice areas
Questions Presented
- Whether the Subjobber Supply Agreement and the Electronic Dealer Delivery Plan prohibited Anderson from rebranding fuel sold at some of its stations and purchasing fuel from a competitor.
- Whether the Electronic Dealer Delivery Plan was part of the parties' agreement and controlled any conflicting provisions in the Subjobber Supply Agreement.
- Whether contractual ambiguity required a trial rather than summary judgment.
- Whether the agreements gave Anderson a contractual right to terminate, including a right to terminate upon reasonable notice under Nebraska's Uniform Commercial Code.
Holdings
- The unambiguous terms of the Subjobber Supply Agreement and the Electronic Dealer Delivery Plan permitted Anderson to rebrand fuel sold at some of its stations and did not impose an affirmative duty preventing that conduct.
- The agreements were unambiguous and gave Buck's, but not Anderson, the sole contractual right to terminate; Anderson had no uncontracted-for right to terminate upon reasonable notice.
- Because the agreements were unambiguous, the court did not need to address Buck's argument that contractual ambiguities should have been resolved through a trial.
Key quotations
“Section 12 makes clear that there is nothing in the Agreement (or EDDP) that precludes Anderson from rebranding.” (443)
“We therefore affirm the judgment of the district court.” (445)
Factual background
Ray Anderson, Inc. operated gasoline stations and convenience stores and had previously purchased BP-branded fuel directly from BP. In 2007, Buck's assumed Anderson's BP jobber obligations and liability and entered into a Jobber Purchase and Sale Agreement and a Subjobber Supply Agreement incorporating an Electronic Dealer Delivery Plan. In 2015, Anderson negotiated with Western Oil to sell Shell-branded gasoline at four stations, prompting Buck's to issue cease-and-desist letters asserting that the agreements prohibited rebranding. The agreements included language permitting the sale of competitive-brand products and providing that the Electronic Dealer Delivery Plan would control over conflicting provisions.
Procedural history
Anderson sued under Nebraska's Uniform Declaratory Judgments Act for declarations concerning its rights under a fuel supply agreement with Buck's. Buck's counterclaimed for declaratory relief, injunctive relief, and damages, asserting that Anderson's proposed agreement with Western Oil would breach the contract. The Douglas County District Court granted Anderson summary judgment on the rebranding issue, denied Buck's summary judgment motion, and separately ruled that Buck's held the unilateral right to terminate. The Nebraska Supreme Court moved the appeal and cross-appeal to its docket and affirmed.