Wine Country Gateway Recreational etc. v. Eagle Energy CA2/6

Filed 10/4/21 Wine Country Gateway Recreational etc. v. Eagle Energy CA2/6 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION SIX

THE WINE COUNTRY 2d Civ. No. B306375 GATEWAY RECREATIONAL (Super. Ct. No. 19CVP-0217) VEHICLE PARK, LLC et al., (San Luis Obispo County)

Plaintiffs and Appellants,

v.

EAGLE ENERGY, INC. et al.,

Defendants and Respondents.

Here a party who brings an action for breach of contract based on alleged overcharges under the contract is collaterally estopped from bringing a second action for violating Business and Professions Code section 17045, prohibiting secret rebates that tend to destroy competition.1 We affirm.

All statutory references are to the Business and 1

Professions Code unless otherwise stated.

FACTS The Wine Country Gateway Recreational Vehicle Park, LLC (WCG); Templeton Market and Deli, Inc.; Letters, Inc.; John Letters; and Abby Allen (collectively Plaintiffs) each operate independent service stations in Paso Robles, Templeton, and Santa Maria. Eagle Energy, Inc. (Eagle) is a fuel distributor. Eagle acts as a middleman between Phillips 66 Company, the manufacturer of 76 brand fuel, and independent service stations. In 2010 and 2013, Plaintiffs entered into 10-year contracts with Eagle to supply fuel to their service stations. Because fuel prices can fluctuate daily, sometimes even hourly, the contracts contain no set price for the fuel delivered. This is typical in the petroleum industry. 2016 Litigation In 2016, Plaintiffs sued Eagle alleging that Eagle was overcharging them for fuel. Plaintiffs claimed that under their contracts, Eagle could only charge them a specific market rate known as the dealer tank wagon or “DTW” rate, but that Eagle was charging them $0.03 per gallon more. Plaintiffs alleged causes of action for breach of contract, fraud, unfair business practices, and declaratory relief on their right to terminate their contracts. Eagle cross-complained against WCG on a matter not related to this appeal. Eagle moved for summary adjudication on most of Plaintiffs’ causes of action. The trial court granted the motion. The court concluded that Plaintiffs’ contracts did not specify a rate, and that Eagle complied with Commercial Code section 2305, allowing a seller in an open price contract to set prices as long as they are reasonable and in good faith.