The opinion of the court was delivered by: Richard Mills, District Judge:
We deal here with the Petroleum Marketing Practices Act.
And the issues are raised by cross-motions for summary
In early 1984, Texaco Inc. purchased Getty Oil Company which
had marketed gasoline and other petroleum products under the
"Getty" brand name. After the Getty acquisition, Texaco, Inc.
reorganized its corporate structure. This resulted in the
creation of Defendant Texaco Refining and Marketing, Inc., (TRMI)
as a wholly-owned subsidiary of Texaco Inc. to perform the
refining and marketing operations associated with the Texaco
brand of motor fuels, as well as other petroleum products, at
both the wholesale and retail levels.
Plaintiffs V.W. Bowman Oil Co., Inc., Warfield Oil CO. and Beck
Oil Co. were Texaco brand distributors who had franchises with
Texaco in 1984. Plaintiffs Wabash Independent Oil Co. and Becker
Inc. were Getty brand distributors under Getty distributor
agreements entered into in 1983. Each of the franchises were for
a period of three years. As a result of the merger and Texaco's
reorganization, each agreement was assigned to TRMI as of
December 31, 1984.
In January 1985, TRMI decided to withdraw from marketing motor
fuels at retail in a contiguous area located within the states of
Illinois, Wisconsin, Indiana, and Kentucky, and to consequently
terminate all franchise agreements whose marketing premises were
located in the withdrawal area, effective September 30, 1985.
Specifically, the withdrawal area was composed of 69 counties in
Illinois, 47 counties in Wisconsin, 88 counties in Kentucky, and
74 counties in Indiana. Initially, TRMI did not withdraw from the
five county Chicago metropolitan area because of its national
significance; however, when a long term reasonable and economical
means of supply for Chicago could not be located, TRMI withdrew
from the Chicago area in 1986.
Around March 11, 1985, TRMI sent written notices to the
Governors of the states within the withdrawal area notifying them
of it's plans. On March 27, 1985, TRMI sent written notices of
termination to all of the Texaco and Getty franchisees whose
marketing premises were located in the withdrawal area.
Plaintiffs originally filed this action in 1985 as case No.
85-3437 against Texaco, Inc. Thereafter, TRMI was voluntarily
substituted for Texaco Inc. as the real party in interest. By
agreement, the case was dismissed in 1989; however, Plaintiffs
were given six months in which to refile the action.
Under Fed.R.Civ.P. 56(c), summary judgment shall be granted if
the record shows that "there is no genuine issue as to any
material fact and that the moving party is entitled to a judgment
as a matter of law. Black v. Henry Pratt Co., 778 F.2d 1278,
1281 (7th Cir. 1985). The moving party has the burden of
providing proper documentary evidence to show the absence of a
genuine issue of material fact. Celotex Corp. v. Catrett,
477 U.S. 317, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). A genuine issue
of material fact exists when "there is sufficient evidence
favoring the nonmoving party for a jury to return a verdict for
that party." Anderson v. Liberty Lobby, Inc., 477 U.S. 242,
249, 106 S.Ct. 2505, 2510, 91 L.Ed.2d 202 (1986). Unquestionably,
in determining whether a genuine issue of material facts exists,
the evidence is to be taken in the light
most favorable to the non-moving party. Adickes v. S.H. Kress &
Co., 398 U.S. 144, 90 S.Ct. 1598, 26 L.Ed.2d 142 (1970). Once
the moving party has met its burden, the opposing party must come
forward with specific evidence, not mere allegations or denials
of the pleadings, which demonstrates that there is a genuine
issue for trial. Howland v. Kilquist, 833 F.2d 639 (7th Cir.
1987). "A scintilla of evidence in support of the non-movant's
position is insufficient to successfully oppose summary judgment;
`there must be evidence on which the jury could reasonably find
for the [nonmoving party].'" Brownell v. Figel, 950 F.2d 1285
(7th Cir. 1991) (quoting Anderson v. Liberty Lobby, Inc.,
477 U.S. 242, 251-52, 106 S.Ct. 2505, 2511-12, 91 L.Ed.2d 202
The parties have stipulated that the sole issues to be resolved
1. Whether Defendant's determination to withdraw was
made in good faith and in the normal course of
business, as required by 2802(b)(2)(E) of the