Branded Jobber Contract – Checklist
(State “Trial Franchise,” if applicable)
Branded Jobber Contract
BJC (4 2012)
This branded jobber contract (“Contract”) is by and between BP Products North America Inc. and hereinafter referred to “Company,” and with a principal office located a 30 S. Wacker Drive, Suite 900, Chicago, IL 60606,
and The Pantry Inc (“Jobber”), a Corporation ,
(State exact legal name of Jobber)(State legal entity)
with its principal offices located at 305 Gregson Drive, Cary, NC 27511
(complete address of principal office A post office box is not sufficient)
Now, Therefore, Company and Jobber, intending to be legally bound, agree to the following:
1. Term. The term (“Term”) covered by this Contract will be for a period of Seven (7) year(s) beginning January 1, 2013 and ending on December 31, 2019, unless terminated earlier by law or by the terms of this Contract or unless extended by Company for a period of time designated by Company in a written notice delivered to Jobber. If the franchise relationship underlying this Contract continues for any reason beyond the expiration date indicated above, as the same may have been extended by Company, this Contract will be automatically extended through the expiration or termination of such franchise relationship, unless otherwise terminated, or until Jobber receives written notice that Company is not renewing the Contract, or until the parties enter into a new branded jobber contract, if offered by Company.
2. Products, Approved Retail Sites, and Annual Volume Requirement.
(a) Products to be purchased. Company agrees to sell and, to the extent permitted by law, Jobber agrees to purchase and receive Company’s currently offered and available branded motor fuel products as determined and designated by Company (“Products”). The Products may include branded diesel (“Branded Diesel”) and/or branded Renewable Fuel (defined below); provided, however, that Company makes no representations or warranties that Branded Diesel or branded Renewable Fuel will be offered or available during any part of the Term of this Contract.
(b) Renewable Fuel.
(i) Jobber may sell Renewable Fuel where required or mandated by law; provided any such Renewable Fuel must meet all federal, state and local standards. “Renewable Fuel” is (i) fuel where no less than 10 percent and no more than 85 percent of the volume consists of ethanol; and (ii) any mixture of biodiesel and diesel or renewable diesel (as defined in regulations adopted pursuant to Section 211(o) of the Clean Air Act (40 CFR part 80), determined without regard to any use of kerosene and containing at least 20 percent biodiesel or renewable diesel. To the extent the definition of Renewable Fuel is inconsistent with the definition of renewable fuel as set forth in 15 U.S.C. §2807(a)(1), as the same may be amended from time to time (“Renewable Fuel Statute”), then the definition of “Renewable Fuel” herein will be the same as the definition of renewable fuel contained in the Renewable Fuel Statute.
(ii) If Company is offering Renewable Fuel for resale at the Approved Retail Sites, then all of Jobber’s Renewable Fuel must be purchased from Company, subject to all applicable laws. If Jobber is required or mandated to sell Renewable Fuel at a time when Company is not offering Renewable Fuel for resale at the Approved Retail Sites, then Jobber may purchase such Renewable Fuel from another source, provided that Jobber begins purchasing such Renewable Fuel from Company immediately after Jobber receives notice from Company that it is offering Renewable Fuel to Jobber for resale at the Approved Retail Sites.
(i) If Company is offering diesel for resale at the Approved Retail Sites, then all of Jobber’s diesel must be purchased from Company. If Company is not offering diesel for resale at the Approved Retail Sites, then Jobber may purchase diesel from another source, provided that (A) the diesel is sold as unbranded diesel, and (B) Jobber begins purchasing diesel from Company immediately after Jobber receives notice from Company that it is offering diesel to Jobber for resale at the Approved Retail Sites.
(ii) Jobber acknowledges that it has received a copy of Company’s current on-site winterization guidelines for diesel and Jobber covenants that it will at all times comply with such guidelines and complete all documentation required by Company to confirm such compliance. Jobber further acknowledges and agrees that on and after the date Company
Branded Jobber Contract – The Pantry Inc.
installs its own terminal winterization, that Jobber has the option to purchase such blended diesel product from Company in lieu of on-site winterization.
(d) Approved Retail Sites. Attachment A will set forth, among other things, the retail sites approved under Paragraph 6(a) below from which the Products purchased from Company may be resold (“Approved Retail Sites”). Jobber will provide Company with, among other things, the complete address for each Approved Retail Site. All retail locations at which Company’s approval has been revoked will be deemed automatically removed from Attachment A on the date approval is revoked.
(e) Resale of Products. Products purchased under this Contract will not be resold, under Company’s Trade Identities (as defined in Paragraph 5(a) below), from any location unless and until said location is set forth on Attachment A and/or unless and until said location has been approved pursuant to Paragraph 6(a) below. Jobber will not sell, supply or deliver any Products purchased under this Contract to any retail location that is directly-supplied by Company or that is designated by Company as a directly supplied location.
(f) Total - Minimum Annual Volume Requirement. Jobber will be required to purchase a minimum number of gallons of Products during every continuous 12-month period during the Term as set forth in Attachment A-1 (“Annual Volume Requirement”), with the first period commencing on the beginning date of the Term. In the event that Jobber fails for any reason to acquire from Company the minimum amount of Total Annual Volume Requirement required for each applicable 12-month period, Jobber will be in breach of this Contract, and Company may terminate this Contract and/or non-renew any franchise relationship as described in Paragraph 16 of this Contract. Jobber also acknowledges and agrees that Company’s rights and remedies pursuant to the Contract will be without prejudice to all other rights and remedies available to Company pursuant to the Contract, at law, or in equity, including, but not limited to, the right to seek actual and any consequential damages caused by or related to Jobber’s breach of the Contract.
(g) Per Site - Minimum Annual Volume Requirement. Jobber will be required to purchase a minimum of [***] gallons of Products during every continuous 12-month period during the terms for each and every Approved Retail Site (“Per Site Annual Volume Requirement”), with the first period commencing on the beginning of the Term. In the event that Jobber fails for any reason to acquire from Company the minimum amount of Per Site Annual Site Volume Requirement required for each applicable 12-month period for any one Approved Retail Site, Company may revoke its approval of such Approved Retail Site, at which time it will automatically be removed from the list of Approved Retail Sites set forth on Attachment A of this Contract. Jobber also acknowledges and agrees that Company’s rights and remedies pursuant to the Contract will be without prejudice to all other rights and remedies available to Company pursuant to the Contract, at law, or in equity, including, but not limited to, the right to seek actual and any consequential damages caused by or related to Jobber’s breach of the Contract.
(h) Trial Franchise. If this Contract states that this is a “Trial Franchise”, then Jobber will provide to Company, prior to the beginning of the Term, Jobber’s estimate of the quantities of all Products that it expects to purchase and supply during the first year for each and every Approved Retail Site.
(I) Updates to Attachment A. Company may provide to Jobber an updated, amended and/or revised Attachment A from time to time during the Term (“Updated Attachment A”), which will immediately supersede the previous Attachment A received by Jobber. Jobber will immediately notify Company in writing if it notices an error in such Attachment A, or if it is no longer able to supply an Approved Retail Site listed in Attachment A. If such written notice isn’t received by Company within five (5) days of the date Company delivered the Updated Attachment A, the information contained in the Updated Attachment A shall be deemed by Jobber to be true, complete and accurate.
3. Jobber’s Designated Terminals, Price of Products, Title and Risk of Loss.
(a) Prices. All terminals where Jobber will take delivery of the Products sold under this Contract will be determined and designated by Company (“Jobber’s Designated Terminals”) and set forth in Attachment A, as amended from time to time. The price which Jobber will pay for each Product sold under this Contract will be Company’s jobber buying price, as recorded at the applicable Company business unit office, principal business office or such other office as Company may designate from time to time, in effect on the date and at the time of sale for each of Jobber’s Designated Terminals (“Jobber Buying Price”). In addition to the applicable Jobber Buying Price, Jobber will also pay all other applicable charges, including, but not limited to, those charges categorized in Paragraph 25 below.
(b) Title and risk of loss. Title and risk of loss to all Products sold to Jobber under this Contract will pass to Jobber f.o.b. Jobber’s Designated Terminals at the time of loading into Jobber’s transport equipment, including any contract carrier equipment engaged by Jobber.
[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
Branded Jobber Contract – The Pantry Inc.
4. Payment Terms.
(a) Credit. Nothing in this Contract will be construed as obligating Company to extend credit to Jobber. If Company, in its sole discretion, determines to extend credit to Jobber, it will do so: (i) in accordance with Company’s then current credit policies, as amended from time to time; (ii) subject to Jobber timely providing annual financial statements; and (iii) subject to the execution of a guaranty by Jobber’s principal or by a third party provided such guaranty is deemed satisfactory by Company. Upon Company’s request, in accordance with Company’s then current credit policies, Jobber will also provide Company with interim financial statements and a letter of credit, cash deposit and/or other form of security acceptable to Company. Company reserves the right to change its credit terms and policies at any time either for the class of trade generally or for Jobber individually and, among other things, to revoke Jobber’s credit (if previously extended), and require that Jobber pay for all Products and services under this Contract via the advance payment methods set forth in Paragraph 4(b) below. Payment discounts are not applicable to taxes, inspection fees and the like.
(b) Jobber payments method. Jobber will pay for all Products, open account items and all other items and services under this Contract via the payment method designated for Jobber by Company, which may include electronic funds transfer (“EFT”), advance payment via bank wire transfer, or such other comparable payment methods then required by Company. Company reserves the right to change Jobber’s payment method at any time either for the class of trade generally or for Jobber individually. Jobber will establish an account with a financial institution, on terms acceptable to Company, that provides EFT services and will authorize Company to initiate transfers of funds between Jobber’s account and Company’s accounts for payment of any and all amounts due to Company under this or any other agreement. Jobber will provide Company with all information and authorization necessary to debit and credit Jobber’s account via EFT. These drafting authorities will remain in full force and effect during the entire Term of this Contract giving Company the right, at all times, to withdraw funds for sums owed to Company from Jobber’s account, via EFT.
(c) Rights of Company. Company is entitled to restrict deliveries, as determined by Company, require additional security and/or terminate or non-renew this Contract, in addition to exercising any other rights Company may have under this Contract at law or in equity in the event of: (i) one or more incidents of a failure by Jobber to timely or fully pay, including the inability for Company to withdraw sums via EFT because of nonsufficient or uncollected funds, a bank wire transfer that was not authorized or had a stop payment, or any other stop payment or nonpayment reason; or (ii) Jobber’s failure to supply required or requested financial information or security acceptable to Company; or (iii) Jobber s financial distress; or (iv) a determination by Company that Jobber may be unable to timely or fully pay in the future.
(d) Finance and service charges. Company will, at its election, assess finance charges on all amounts not paid by Jobber on the net due date. Finance charges will be assessed monthly at an annualized rate equal to the greater of (i) 8%, or (ii) 2% over the highest Prime Rate published in the Wall Street Journal (“Money Rates” section) on the last business day of the month preceding the assessed charge (or if such rate exceeds the highest rate allowable by law, then the highest rate allowable by law), or in the event such rate ceases to be determined and reported in such publication, any comparable rate determined in good faith by Company. Company reserves the right to change this finance charge rate at any time without prior notice to Jobber. Company will also impose a service charge for each attempted withdrawal via EFT which is dishonored for nonsufficient or uncollected funds, whether or not subsequently paid by Jobber. All charges assessed by Company will be collected by withdrawing funds from Jobber’s account via EFT.
(e) Company invoices. Other than those disputes governed by Paragraph 20 below, Jobber must notify Company in writing of disputes regarding any charges or other items on any Company invoice or statement within 60 days after Jobber’s receipt of same. If Jobber fails to dispute a charge or other item within this 60 day period, the invoice or statement in question will be presumed to be accurate.
5. Company’s Trade identities and image.
(a) Use of Trade Identities generally. Jobber will be permitted to use, and will be permitted to allow the dealers and others it supplies with Products purchased under this Contract (“Jobber Marketer”) to use -- on a non-exclusive, limited, site-specific basis at Approved Retail Sites -- certain and specifically designated Company trademarks, service marks, trade names, brand names, trade dress, logos, color patterns, color schemes, design schemes, insignia, image standards and the like (individually and collectively, “Trade Identities”) in connection with the advertising, distribution and/or resale of the Products authorized by, supplied by and/or purchased from Company under this Contract. Company’s Trade Identities may include those in use at the time this Contract is executed and may also include, in the Company’s sole discretion, those Trade Identities that the Company may subsequently develop, adopt or otherwise obtain through licenses or other means. Company will retain, at all times, the right to determine which Trade Identities will be used or displayed, and the manner of their use or display, at an Approved Retail Site and the right to restrict the use or display of certain Trade Identities to certain Approved Retail Sites (or to certain locations at an Approved Retail Site). Company will also have the right, at any time and for any reason, to revoke its approval to use certain or all of its Trade Identities at certain or all Approved Retail Sites (or at certain locations at an Approved Retail Site) -- as further provided in Paragraphs 5(e) and 6(b) below -- and, where applicable and in its sole discretion, to substitute any other Trade Identities in their place. Jobber will not directly or indirectly cause any Trade Identity to become fixtures or part of the real property.
(b) Use of Trade Identities governed by this Contract, related agreements and related guidelines, etc. The permission to use Company’s Trade Identities will be governed by the terms and conditions of this Contract and related agreements, including all attachments, schedules, appendices and amendments attached to and incorporated in those agreements. In addition, Company’s Trade Identities will only be used in accordance with -- and only if Jobber complies with -- the guidelines, policies, procedures, programs, requirements, specifications, standards (both operational and visual) and strategies issued by Company, as amended from time to time.
Branded Jobber Contract – The Pantry Inc.
(c) Use of Trade Identities on signage. Jobber will be permitted to acquire and display approved signage bearing Company’s Trade Identities (“Trade Identity Signage”), in connection with the advertising, distribution and/or resale of Products under this Contract, on an Approved Retail Site-specific basis. Under no circumstances will Jobber be allowed to relocate signage bearing Company’s Trade Identities to another Approved Retail Site or other retail location without Company’s consent. Jobber will provide Company with a list of all signage bearing Company’s Trade Identities in Jobber’s possession and/or control and the exact location of said signage at the Approved Retail Site, upon Company’s request.
(d) Use of Trade Identities in conjunction with the sale of Representative Amounts of certain Products. At all times at each Approved Retail Site, including each Jobber Marketer Approved Retail Site, Jobber will offer for sale, or cause to be offered for sale, representative amounts of each grade of Company-branded Products that are necessary, in Company’s discretion, to satisfy public demand (“Representative Amounts”). If Jobber ceases to offer or make available one or more of these designated Products in the required Representative Amounts at an Approved Retail Site, Company may revoke its prior approval to use certain or all of its Trade Identities at the Approved Retail Site, in which case Jobber will cease using or displaying, or cause its Jobber Marketers to cease using or displaying, certain or all of Company’s Trade Identities at that site.
(e) Use of Trade Identities in conjunction with Company’s retail marketing strategies and development plans, image programs and standards. At each Approved Retail Site, including each Jobber Marketer Approved Retail Site, Jobber will comply with, and ensure that all of its Jobber Marketers comply with, Company’s then current image programs and standards (both operational and visual), as amended from time to time, which may include programs and standards for the design, construction, maintenance, appearance and cleanliness of the Approved Retail Sites at which the Trade Identities is installed and displayed. As part of this image compliance requirement, Jobber will ensure that no items of a pornographic or sexually explicit nature are displayed, used, stored, offered, rented or sold at any Approved Retail Site, items of this nature will include, but will not be limited to, magazines, videotapes, compact disks, digital video disks, or like materials which are pornographic, sexually explicit or so-called “adult” in nature. Additionally, as part of this image compliance requirement, Jobber will ensure that no illegal drugs, synthetic drugs produced to mimic illegal drugs, (including, but not limited to cannabinoids), or items that are intended or designed for use in ingesting, inhaling or otherwise consuming an illegal drug are displayed, used, stored, offered, rented or sold at any Approved Retail Site, items of this nature will include, but not be limited to, pipes, tubes, roach clips, instructions or descriptive materials, or containers for concealing illegal drugs or paraphernalia. Jobber further agrees, as part of this image compliance requirement, that no gambling devices, machine or equipment are displayed, used, stored, offered, rented or sold at any Approved Retail Site, items of this nature will include, but not be limited to, slot machines, pinball machines (except those that do not return to the player anything but free additional games), cane racks, knife racks, artful dodgers, punch boards, roll downs, merchandise wheels, roulette wheels, video poker, video pull-tabs or similar devices. Items of this nature shall specifically exclude equipment used for sale of lottery tickets endorsed by the State in which the Approved Retail Site is located. Jobber also agrees that its right to use Company’s Trade Identities under this Contract will be subject to Company’s then current retail marketing strategies and development plans, as amended from time to time. If an Approved Retail Site no longer conforms or fails to conform to Company’s then current retail marketing strategies and development plans, as amended from time to time, or to Company’s then current image programs or standards (both operational and visual), as amended from time to time, or to the foregoing image compliance requirements, Company may revoke its prior approval to use certain or all of its Trade Identities at the Approved Retail Site, in which case Jobber will cease using or displaying, or cause the offending Jobber Marketer to cease using or displaying, certain or all of Company’s Trade Identities at that site.
(f) Use of Trade Identities on Jobber’s property including websites. Jobber will be permitted to display Company’s Trade Identities in conjunction with Jobber’s websites, business forms, advertising materials, structures, vehicles, and other Jobber property directly related to the advertising, distribution and/or resale of Products under this Contract. Jobber may only do so, however, if the words “Products Distributor” or “Products Jobber” appear immediately adjacent to the displayed location of said Trade Identities. Company will have the right to approve such use of its Trade Identities in advance and to revoke its approval at any time and for any reason. If Company exercises its right to revoke, terminate or nonrenew, or if the property in question is sold or otherwise transferred, Jobber will immediately (i) cease using or displaying, remove, cover or obliterate, or (ii) cause any third party to immediately cease using or displaying, remove, cover or obliterate the Trade Identities on the property in question.
(g) Misuse of Trade Identities with Jobber’s company name or Jobber’s own trade Identities. Jobber will not use any of Company’s Trade Identities as part of Jobber’s company name. If Jobber has formed a company or has acquired a company that uses any of Company’s Trade Identities as part of Jobber’s company name, it will be required to amend its articles of incorporation or organization so as to delete Company’s Trade Identities from its company name. Likewise, Jobber will not use any of Company’s Trade Identities as part of Jobber’s own trade identities. If Jobber has developed trade identities or has acquired trade identities that incorporate any of Company’s Trade Identities as part of Jobber’s trade identities, it will be required to delete Company’s Trade Identities from its own trade identities.
(h) Misuse of Trade Identities in connection with certain sales. Jobber will not use any of Company’s Trade Identities in connection with the advertising, distribution and/or resale of: (i) any dilution or adulteration of a Product authorized by, supplied by and/or purchased from Company; (ii) any mixture or blend of Products authorized by, supplied by and/or purchased from Company, without Company’s prior written consent (which consent may be revoked at any time and for any reason); (iii) any Product authorized by, supplied by and/or purchased from Company but sold under an incorrect or inappropriate Company Trade Identities or sold through unapproved or disapproved packages, containers or equipment; or (iv) any product not authorized by, supplied by and/or purchased from Company. In furtherance thereof, Jobber shall not introduce any Products into any storage tank(s), transportation vehicle(s), or pump(s) that has supplied or been used for storage, transportation or dispensing of any motor fuels other than the Products until such tank, vehicle or pump has been purged of all such motor fuels. Company must be provided with fourteen (14) days advance written notice if Jobber intends to introduce any of the Products into a storage tank or pump that
Branded Jobber Contract – The Pantry Inc.
has been supplied or been used for storage or dispensing of motor fuels other than the Product. In addition, Jobber will not use or display at any Approved Retail Site, any trademarks, service marks, or brand names of any company or entity that is affiliated with the sale of motor fuel products other than Company’s Trade Identities or Jobber’s trade identities. In the event Company believes Jobber or any Approved Retail Site is in violation of this paragraph, Company may, but shall not be obligated to, perform tests at such Approved Retail Sites, the costs of which shall be paid in full by Jobber
(i) Company’s right to audit. To verify Jobber’s performance under this Contract and related agreements or as part of a Company compliance program, as issued and amended from time to time, Company will have the right to: audit records in the possession or control of Jobber or its Jobber Marketers; inspect all Approved Retail Sites; and sample all Products in the possession or control of Jobber and/or its Jobber Marketers. Jobber will cooperate fully and completely throughout the audit and inspection processes, and ensure that its Jobber Marketers cooperate fully and completely. If Jobber designates its records as confidential, Company will not voluntarily disclose said information to anyone without Jobber’s written consent, except to those directors, officers, shareholders, employees, agents, principals or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (“Agents”) of Company with a need to know.
(j) Discontinued use of Trade Identities.
(i) Upon expiration or termination of this Contract, for any reason, Jobber will immediately cease using or displaying, and cause all of its Jobber Marketers to cease using or displaying, Company’s Trade Identities and will dispose of all signage in accordance with this Contract. All remaining evidence of Company’s Trade Identities will be immediately obliterated by Jobber.
(ii) Company will have the right to cause any and all signage bearing Company’s Trade Identities to be removed, or to cause Company’s Trade Identities on said signage to be removed, covered or obliterated, from any disapproved retail location or from any retail location at which Company’s approval has been revoked, including those Trade Identities on any personal property sold or transferred by Jobber or a Jobber Marketer.
(iii) If Jobber does not immediately cease using or displaying, and cause its Jobber Marketers to cease using or displaying, Company’s Trade Identities when required in this Contract, Company will have the irrevocable right to use any means necessary to remove, cover or obliterate the Trade Identities, including entering upon the relevant premises or filing a legal action, with Jobber’s full and complete cooperation, and at Jobber’s expense. Jobber will reimburse Company for all expenditures incurred in removing, covering and obliterating Company’s Trade Identities hereunder, including, but not limited to, attorneys’ fees and court costs.
SUPREME COURT OF THE UNITED STATES
MAC’S SHELL SERVICE, INC., et al. , PETITIONERS
SHELL OIL PRODUCTS COMPANY LLC, et al.
SHELL OIL PRODUCTS COMPANY LLC, et al. , PETITIONERS
MAC’S SHELL SERVICE, INC., et al.
on writs of certiorari to the united states court of appeals for the first circuit
[March 2, 2010]
Justice Alito delivered the opinion of the Court.
The Petroleum Marketing Practices Act (PMPA or Act), 92 Stat. 322, 15 U. S. C. §2801 et seq ., limits the circumstances in which petroleum franchisors may “terminate” a franchise or “fail to renew” a franchise relationship. §2802. In these consolidated cases, service-station franchisees brought suit under the Act, alleging that a franchisor had constructively “terminate[d]” their franchises and had constructively “fail[ed] to renew” their franchise relationships. They asserted these claims even though the conduct of which they complained had not compelled any of them to abandon their franchises and even though they had been offered and had accepted renewal agreements. We hold that a franchisee cannot recover for constructive termination under the PMPA if the franchisor’s allegedly wrongful conduct did not compel the franchisee to abandon its franchise. Additionally, we conclude that a franchisee who signs and operates under a renewal agreement with a franchisor may not maintain a claim for constructive nonrenewal. We therefore reverse in part and affirm in part.
Petroleum refiners and distributors supply motor fuel to the public through service stations that often are operated by independent franchisees. In the typical franchise arrangement, the franchisor leases the service-station premises to the franchisee, grants the franchisee the right to use the franchisor’s trademark, and agrees to sell motor fuel to the franchisee for resale. Franchise agreements remain in effect for a stated term, after which the parties can opt to renew the franchise relationship by executing a new agreement.
Enacted in 1978, the PMPA was a response to widespread concern over increasing numbers of allegedly unfair franchise terminations and nonrenewals in the petroleum industry. See, e.g. , Comment, 1980 Duke L. J. 522, 524–531. The Act establishes minimum federal standards governing the termination and nonrenewal of petroleum franchises. Under the Act’s operative provisions, a franchisor may “terminate” a “franchise” during the term stated in the franchise agreement and may “fail to renew” a “franchise relationship” at the conclusion of that term only if the franchisor provides written notice and takes the action in question for a reason specifically recognized in the statute. 15 U. S. C. §§2802. Consistent with the typical franchise arrangement, a “franchise” is defined as “any contract” that authorizes a franchisee to use the franchisor’s trademark, as well as any associated agreement providing for the supply of motor fuel or authorizing the franchisee to occupy a service station owned by the franchisor. 1 §2801(1). The Act defines a “franchise relationship” in more general terms: the parties’ “respective motor fuel marketing or distribution obligations and responsibilities” that result from the franchise arrangement. §2801(2).
To enforce these provisions, a franchisee may bring suit in federal court against any franchisor that fails to comply with the Act’s restrictions on terminations and nonrenewals. See §2805. Successful franchisees can benefit from a wide range of remedies, including compensatory and punitive damages, reasonable attorney’s fees and expert costs, and equitable relief. See §2805(b), (d). The Act also requires district courts to grant preliminary injunctive relief to aggrieved franchisees, if there are “sufficiently serious questions going to the merits” that present “a fair ground for litigation” and the balance of hardships favors such relief. §2805(b)(2).
This litigation involves a dispute between Shell Oil Company (Shell), a petroleum franchisor, and several Shell franchisees in Massachusetts. 2 Pursuant to their franchise agreements with Shell, each franchisee was required to pay Shell monthly rent for use of the service-station premises. For many years, Shell offered the franchisees a rent subsidy that reduced the monthly rent by a set amount for every gallon of motor fuel a franchisee sold above a specified threshold. Shell renewed the subsidy annually through notices that “explicitly provided for cancellation [of the rent subsidy] with thirty days’ notice.” Marcoux v. Shell Oil Prods. Co. , 524 F. 3d 33, 38 (CA1 2008). Nonetheless, Shell representatives made various oral representations to the franchisees “that the [s]ubsidy or something like it would always exist.” Ibid .
In 1998, Shell joined with two other oil companies to create Motiva Enterprises LLC (Motiva), a joint venture that combined the companies’ petroleum-marketing operations in the eastern United States. Id ., at 37. Shell assigned to Motiva its rights and obligations under the relevant franchise agreements. Motiva, in turn, took two actions that led to this lawsuit. First, effective January 1, 2000, Motiva ended the volume-based rent subsidy, thus increasing the franchisees’ rent. Id ., at 38. Second, as each franchise agreement expired, Motiva offered the franchisees new agreements that contained a different formula for calculating rent. For some (but not all) of the franchisees, annual rent was greater under the new formula.
In July 2001, 63 Shell franchisees (hereinafter dealers) filed suit against Shell and Motiva in Federal District Court. Their complaint alleged that Motiva’s discontinuation of the rent subsidy constituted a breach of contract under state law. Additionally, the dealers asserted two claims under the PMPA. First, they maintained that Shell and Motiva, by eliminating the rent subsidy, had “constructively terminated” their franchises in violation of the Act. Second, they claimed that Motiva’s offer of new franchise agreements that calculated rent using a different formula amounted to a “constructive nonrenewal” of their franchise relationships. 3
After a 2-week trial involving eight of the dealers, the jury found against Shell and Motiva on all claims. Both before and after the jury’s verdict, Shell and Motiva moved for judgment as a matter of law on the dealers’ two PMPA claims. They argued that they could not be found liable for constructive termination under the Act because none of the dealers had abandoned their franchises in response to Motiva’s elimination of the rent subsidy––something Shell and Motiva said was a necessary element of any constructive termination claim. Similarly, they argued that the dealers’ constructive nonrenewal claims necessarily failed because seven of the eight dealers had signed and operated under renewal agreements with Motiva, and the eighth had sold his franchise prior to the expiration of his franchise agreement. The District Court denied these motions, and Shell and Motiva appealed.
The First Circuit affirmed in part and reversed in part. In affirming the judgment on the dealers’ constructive termination claims, the Court of Appeals held that a franchisee is not required to abandon its franchise to recover for constructive termination under the PMPA. See 524 F. 3d, at 45–47. Instead, the court ruled, a simple breach of contract by an assignee of a franchise agreement can amount to constructive termination under the Act, so long as the breach resulted in “such a material change that it effectively ended the lease, even though the [franchisee] continued to operate [its franchise].” Id ., at 46 (internal quotation marks omitted). Turning to the dealers’ constructive nonrenewal claims, the First Circuit agreed with Shell and Motiva that a franchisee cannot maintain a claim for unlawful nonrenewal under the PMPA “where the franchisee has signed and operates under the renewal agreement complained of.” Id ., at 49. The court thus reversed the judgment on those claims.
We granted certiorari. See 557 U. S. ___ (2009).
The first question we are asked to decide is whether a service-station franchisee may recover for constructive termination under the PMPA when the franchisor’s allegedly wrongful conduct did not force the franchisee to abandon its franchise. For the reasons that follow, we conclude that a necessary element of any constructive termination claim under the Act is that the franchisor’s conduct forced an end to the franchisee’s use of the franchisor’s trademark, purchase of the franchisor’s fuel, or occupation of the franchisor’s service station. 4
When given its ordinary meaning, the text of the PMPA prohibits only that franchisor conduct that has the effect of ending a franchise. As relevant here, the Act provides that “no franchisor … may … terminate any franchise,” except for an enumerated reason and after providing written notice. 15 U. S. C. §2802(a)–(b). The Act specifies that “[t]he term ‘termination’ includes cancellation,” §2801(17), but it does not further define the term “terminate” or the incorporated term “cancel.” We therefore give those terms their ordinary meanings. See Asgrow Seed Co. v. Winterboer , 513 U. S. 179, 187 (1995) .
The word “terminate” ordinarily means “put an end to.” Webster’s New International Dictionary 2605 (2d ed. 1957); see also The Random House Dictionary of the English Language 1465 (1967). The term “cancel” carries a similar meaning: to “annul or destroy.” Webster’s, supra , at 389; see also Random House, supra , at 215 (“to make void; revoke; annul”). The object of the verb “terminate” is the noun “franchise,” a term the Act defines as “any contract” for the provision of one (or more) of the three elements of a typical petroleum franchise. §2801(1). Thus, when given its ordinary meaning, the Act is violated only if an agreement for the use of a trademark, purchase of motor fuel, or lease of a premises is “put [to] an end” or “annul[ed] or destroy[ed].” Conduct that does not force an end to the franchise, in contrast, is not prohibited by the Act’s plain terms.
The same conclusion follows even if Congress was using the words “terminate” and “cancel” in their technical, rather than ordinary, senses. When Congress enacted the PMPA, those terms had established meanings under the Uniform Commercial Code. 5 Under both definitions, however, a “termination” or “cancellation” occurs only when a contracting party “puts an end to the contract.” U. C. C. §2–106(3)–(4) (1972 ed.); see also U. C. C. §2–106(3)–(4), 1 U. L. A. 695, 695–696 (2004). Thus, a franchisee who continues operating a franchise—occupying the same premises, receiving the same fuel, and using the same trademark—has not had the franchise “terminate[d]” in either the ordinary or technical sense of the word.
Requiring franchisees to abandon their franchises before claiming constructive termination is also consistent with the general understanding of the doctrine of constructive termination. As applied in analogous legal contexts—both now and at the time Congress enacted the PMPA—a plaintiff must actually sever a particular legal relationship in order to maintain a claim for constructive termination. For example, courts have long recognized a theory of constructive discharge in the field of employment law. See Pennsylvania State Police v. Suders , 542 U. S. 129, 141–143 (2004) (tracing the doctrine to the 1930’s). To recover for constructive discharge, however, an employee generally is required to quit his or her job. See 1 B. Lindemann & P. Grossman, Employment Discrimination Law 1449 (4th ed. 2007); 3 L. Larson, Labor and Employment Law §59.05 (2009); 2 EEOC Compliance Manual §612.9(a) (2008); cf. Suders , supra , at 141–143, 148; Young v. Southwestern Savings & Loan Assn. , 509 F. 2d 140, 144 (CA5 1975); Muller v. United States Steel Corp ., 509 F. 2d 923, 929 (CA10 1975). Similarly, landlord-tenant law has long recognized the concept of constructive eviction. See Rapacz, Origin and Evolution of Constructive Eviction in the United States, 1 DePaul L. Rev. 69 (1951). The general rule under that doctrine is that a tenant must actually move out in order to claim constructive eviction. See id ., at 75; Glendon, The Transformation of American Landlord-Tenant Law, 23 Boston College L. Rev. 503, 513–514 (1982); 1 H. Tiffany, Real Property §§141, 143 (3d ed. 1939). 6
As generally understood in these and other contexts, a termination is deemed “constructive” because it is the plaintiff, rather than the defendant, who formally puts an end to the particular legal relationship—not because there is no end to the relationship at all. There is no reason why a different understanding should apply to constructive termination claims under the PMPA. At the time when it enacted the statute, Congress presumably was aware of how courts applied the doctrine of constructive termination in these analogous legal contexts. See Fitzgerald v. Barnstable School Comm. , 555 U. S. ___, ___ (2009) (slip op, at 11–12). And in the absence of any contrary evidence, we think it reasonable to interpret the Act in a way that is consistent with this well-established body of law.
The Court of Appeals was of the view that analogizing to doctrines of constructive termination in other contexts was inappropriate because “sunk costs, optimism, and the habit of years might lead franchisees to try to make the new arrangements work, even when the terms have changed so materially as to make success impossible.” 524 F. 3d, at 46. But surely these same factors compel employees and tenants—no less than service-station franchisees—to try to make their changed arrangements work. Nonetheless, courts have long required plaintiffs asserting such claims to show an actual severance of the relevant legal relationship. We see no reason for a different rule here.
Additionally, allowing franchisees to obtain PMPA relief for conduct that does not force an end to a franchise would extend the reach of the Act much further than its text and structure suggest. Prior to 1978, the regulation of petroleum franchise agreements was largely a matter of state law. See Dersch Energies, Inc. v. Shell Oil Co ., 314 F. 3d 846, 861 (CA7 2002); Comment, 32 Emory L. J. 273, 277–283 (1983). In enacting the PMPA, Congress did not regulate every aspect of the petroleum franchise relationship but instead federalized only the two parts of that relationship with which it was most concerned: the circumstances in which franchisors may terminate a franchise or decline to renew a franchise relationship. See 15 U. S. C. §2802; Dersch Energies , supra , at 861–862. Congress left undisturbed state-law regulation of other types of disputes between petroleum franchisors and franchisees. See §2806(a) (pre-empting only those state laws governing franchise terminations or nonrenewals).
The dealers would have us interpret the PMPA in a manner that ignores the Act’s limited scope. On their view, and in the view of the Court of Appeals, the PMPA prohibits, not just unlawful terminations and nonrenewals, but also certain serious breaches of contract that do not cause an end to the franchise. See Brief for Respondents in No. 08–372, pp. 28–35 (hereinafter Respondents’ Brief); 524 F. 3d, at 44–47. Reading the Act to prohibit simple breaches of contract, however, would be inconsistent with the Act’s limited purpose and would further expand federal law into a domain traditionally reserved for the States. Without a clearer indication that Congress intended to federalize such a broad swath of the law governing petroleum franchise agreements, we decline to adopt an interpretation of the Act that would have such sweeping consequences. See, e.g. , United States v. Bass , 404 U. S. 336, 349 (1971) . 7
Finally, important practical considerations inform our decision. Adopting the dealers’ reading of the PMPA would require us to articulate a standard for identifying those breaches of contract that should be treated as effectively ending a franchise, even though the franchisee in fact continues to use the franchisor’s trademark, purchase the franchisor’s fuel, and occupy the service-station premises. 8 We think any such standard would be indeterminate and unworkable. How is a court to determine whether a breach is serious enough effectively to end a franchise when the franchisee is still willing and able to continue its operations? And how is a franchisor to know in advance which breaches a court will later determine to have been so serious? The dealers have not provided answers to these questions. Nor could they. Any standard for identifying when a simple breach of contract amounts to a PMPA termination, when all three statutory elements remain operational, simply evades coherent formulation.
The dealers suggest that this interpretation of the PMPA fails to provide franchisees with much-needed protection from unfair and coercive franchisor conduct that does not force an end to the franchise. That argument, however, ignores the fact that franchisees still have state-law remedies available to them. The pre-emptive scope of the PMPA is limited: The Act pre-empts only those state or local laws that govern the termination of petroleum franchises or the nonrenewal of petroleum franchise relationships. See 15 U. S. C. §2806(a). Outside of those areas, therefore, franchisees can still rely on state-law remedies to address wrongful franchisor conduct that does not have the effect of ending the franchise. Indeed, that happened in this very lawsuit. The dealers argued in the District Court that Motiva’s elimination of the rent subsidy not only constructively terminated their franchises in violation of the PMPA but also amounted to a breach of contract under state law. The jury found in their favor on their state-law claims and awarded them almost $1.3 million in damages. See App. 376–379. Thus, the dealers’ own experience demonstrates that franchisees do not need a PMPA remedy to have meaningful protection from abusive franchisor conduct.
The dealers also charge that this interpretation of the PMPA cannot be correct because it renders other provisions of the Act meaningless. Respondents’ Brief 21–22, 24–25. While we agree that we normally should construe statutes “in a manner that gives effect to all of their provisions,” we believe our interpretation is faithful to this “well-established principl[e] of statutory interpretation.” United States ex rel. Eisenstein v. City of New York , 556 U. S. ___, ___ (2009) (slip op., at 5)
To begin, the dealers insist that our reading of the term “terminate” will require franchisees to go out of business before they can obtain preliminary relief and thus will render useless the Act’s preliminary injunction mechanism. We disagree. To obtain a preliminary injunction, it is true, a franchisee must show, among other things, that “the franchise of which he is a party has been terminated .” 15 U. S. C. §2805(b)(2)(A)(i) (emphasis added). But that does not necessarily mean that a franchisee must go out of business before obtaining an injunction. For example, in cases of actual termination, the Act requires franchisors to provide franchisees with written notice of termination well in advance of the date on which the termination “takes effect.” §2804(a). A franchisee that receives notice of termination “has been terminated” within the meaning of §2805(b)(2)(A)(i), even though the termination “takes effect” on a later date, just as an employee who receives notice of discharge can be accurately described as having been discharged, even though the employee’s last day at work may perhaps be weeks later. Thus, franchisees that receive notice of impending termination can invoke the protections of the Act’s preliminary injunction mechanism well before having to go out of business. 9 Contrary to the dealers’ assertions, therefore, our interpretation of the Act gives meaningful effect to the PMPA’s preliminary injunction provisions.
Our interpretation also gives effect to the Act’s alternative statute-of-limitations accrual dates. The 1-year limitations period governing PMPA claims runs from the later of either (1) “the date of termination of the franchise” or (2) “the date the franchisor fails to comply with the requirements of” the Act. §2805(a). Some violations of the PMPA, however, cannot occur until after a franchise has been terminated. See, e.g. , §2802(d)(1) (franchisor must share with a franchisee certain parts of a condemnation award when the termination was the result of a condemnation or taking); §2802(d)(2) (franchisor must grant a franchisee a right of first refusal if the franchise was terminated due to the destruction of the service station and the station subsequently is rebuilt). The second accrual date listed in §2805(a), therefore, shows only that the limitations period runs from the date of these types of post-termination violations. It does not suggest that Congress intended franchisees to maintain claims under the PMPA to redress franchisor conduct that does not force an end to the franchise.
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We therefore hold that a necessary element of any constructive termination claim under the PMPA is that the complained-of conduct forced an end to the franchisee’s use of the franchisor’s trademark, purchase of the franchisor’s fuel, or occupation of the franchisor’s service station. Because none of the dealers in this litigation abandoned any element of their franchise operations in response to Motiva’s elimination of the rent subsidy, 10 they cannot maintain a constructive termination claim on the basis of that conduct.
The second question we are asked to decide is whether a franchisee who is offered and signs a renewal agreement can nonetheless maintain a claim for “constructive nonrenewal” under the PMPA. For reasons similar to those given above, we agree with the Court of Appeals that a franchisee that chooses to accept a renewal agreement cannot thereafter assert a claim for unlawful nonrenewal under the Act. 11
The plain text of the statute leaves no room for a franchisee to claim that a franchisor has unlawfully declined to renew a franchise relationship—constructively or otherwise—when the franchisee has in fact accepted a new franchise agreement. As relevant here, a franchisor violates the PMPA only when it “fail[s] to renew” a franchise relationship for a reason not provided for in the Act or after not providing the required notice. See 15 U. S. C. §2802. The Act defines the term “fail to renew,” in turn, as a “failure to reinstate, continue, or extend the franchise relationship.” §2801(14). Thus, the threshold requirement of any unlawful nonrenewal action—a requirement the franchisee bears the burden of establishing, see §2805(c)—is that the franchisor did not “reinstate, continue, or renew” the franchise relationship once a franchise agreement expired. But if a franchisee signs a renewal agreement, the franchisor clearly has “reinstate[d], continue[d], or extend[ed]” the franchise relationship. True, the franchisee might find some of the terms in the new agreement objectionable. But the Act prohibits only unlawful “fail[ures] to renew” a franchise relationship, not renewals of a franchise relationship on terms that are less than favorable to the franchisee. A franchisee that signs a renewal agreement, in short, cannot carry the threshold burden of showing a “nonrenewal of the franchise relationship,” §2805(c), and thus necessarily cannot establish that the franchisor has violated the Act.
The dealers point out that several of them signed their renewal agreements “under protest,” and they argue that they thereby explicitly preserved their ability to assert a claim for unlawful nonrenewal under the PMPA. That argument misunderstands the legal significance of signing a renewal agreement. Signing a renewal agreement does not constitute a waiver of a franchisee’s legal rights—something that signing “under protest” can sometimes help avoid. See, e.g. , U. C. C. §1–207, 1 U. L. A. 318. Instead, signing a renewal agreement negates the very possibility of a violation of the PMPA. When a franchisee signs a renewal agreement—even “under protest”—there has been no “fail[ure] to renew,” and thus the franchisee has no cause of action under the Act. See 15 U. S. C. §2805(a).
The Act’s structure and purpose confirm this interpretation. By requiring franchisors to renew only the “franchise relationship,” as opposed to the same franchise agreement, see §2802; see also §2801(2), the PMPA contemplates that franchisors can respond to market demands by proposing new and different terms at the expiration of a franchise agreement. To that end, the Act authorizes franchisors to decline to renew a franchise relationship if the franchisee refuses to accept changes or additions that are proposed “in good faith and in the normal course of business” and that are not designed to convert the service station to direct operation by the franchisor. §2802(b)(3)(A). Additionally, the Act creates a procedural mechanism for resolving disputes over the legality of proposed new terms. If the parties cannot agree, the franchisor has the option of either modifying the objectionable terms or pursuing nonrenewal, in which case it must provide the franchisee with written notice well in advance of the date when the nonrenewal takes effect. §2804(a)(2). Once the franchisee receives notice of nonrenewal, it can seek a preliminary injunction under the Act’s relaxed injunctive standard, maintaining the status quo while a court determines the lawfulness of the proposed changes. See §2805(b)(2); supra, at 13. 12
Allowing franchisees to pursue nonrenewal claims even after they have signed renewal agreements would undermine this procedural mechanism and, in the process, would frustrate franchisors’ ability to propose new terms. Under the dealers’ theory, franchisees have no incentive to object to burdensome new terms and seek a preliminary injunction if a franchisor pursues nonrenewal. Instead, a franchisee could simply sign the new franchise agreement and decide later whether to sue under the PMPA. Franchisees would then have the option of either continuing to operate under the new agreement or, if the terms of the agreement later proved unfavorable, bringing suit under the PMPA alleging that the newly imposed terms are unlawful. And because the PMPA has a 1-year statute of limitations, see §2805(a), franchisees would retain that option for the entire first year of a new franchise agreement. Accepting the dealers’ argument, therefore, would cast a cloud of uncertainty over all renewal agreements and could chill franchisors from proposing new terms in response to changing market conditions and consumer needs.
Finally, accepting the dealers’ argument would greatly expand the PMPA’s reach. Under the balance struck by the plain text of the statute, a franchisee faced with objectionable new terms must decide whether challenging those terms is worth risking the nonrenewal of the franchise relationship; if the franchisee rejects the terms and the franchisor seeks nonrenewal, the franchisee runs the risk that a court will ultimately determine that the proposed terms were lawful under the PMPA. See §2802(b)(3)(A). That risk acts as a restraint, limiting the scope of franchisor liability under the Act to that with which Congress was most concerned: the imposition of arbitrary and unreasonable new terms on a franchisee that are designed to force an end to the petroleum franchise relationship. See, e.g. , ibid . ; Comment, 32 Emory L. J., at 277–283. Allowing franchisees both to sign a franchise agreement and to pursue a claim under the PMPA would eliminate that restraint and thus permit franchisees to challenge a much broader range of franchisor conduct—conduct to which the dealer might object but not consider so serious as to risk the nonrenewal of the franchise by mounting a legal challenge. As explained, the PMPA was enacted to address the narrow areas of franchise terminations and nonrenewals, not to govern every aspect of the petroleum franchise relationship. See supra , at 10; Dersch Energies , 314 F. 3d, at 861. We thus decline to adopt an interpretation that would expand the Act in such a fashion. 13
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We hold that a franchisee who is offered and signs a renewed franchise agreement cannot maintain a claim for unlawful nonrenewal under the PMPA. We therefore affirm the judgment of the Court of Appeals with respect to the dealers’ nonrenewal claims.
The judgment of the Court of Appeals is reversed in part and affirmed in part. The cases are remanded for further proceedings consistent with this opinion.
It is so ordered.