法律翻译｜美国上诉法院推翻原审的部分判决，《石油销售行为法》不支持“推定不续约”

译者｜孙书朋 西南政法大学国际法学院硕士

审稿｜李梓源 英国布里斯托大学 LL.M.

Gas station franchisees won a verdict against franchisor Motiva in the Massachusetts federal district court for violations of the Petroleum Marketing Practices Act. The franchisees argued that new leases that changed the way rent was calculated and which amounted to increased rents were made in bad faith and meant to drive them out of business. They claimed that the new lease terms amounted to "constructive nonrenewal," prohibited by the PMPA, even though they signed the agreements. On appeal, the U.S. Court of Appeals for the First Circuit reversed in part, holding that the PMPA did not support a claim for constructive nonrenewal under the circumstances in the case. It reasoned that the PMPA requires franchisees faced with objectionable contract terms to refrain from ratifying those terms by executing the contract, as the franchisees did in this case.

加油站特许经营人就特许权人莫蒂瓦企业公司*违反《石油销售行为法》一案在麻省联邦地区法院获得胜诉判决。特许经营人称由于新的租赁协议改变了租金的计算方式并且提高了租金，因此该租赁协议是恶意的，意图强迫特许经营人退出该行业。特许经营人还称尽管他们在协议上签了字，但是新的租赁条款构成“推定不续约”，而这是为《石油销售行为法》所禁止的。该案上诉后，美国上诉法院第一巡回法庭推翻了原审的部分判决，并认为在本案情形下，《石油销售行为法》并不能支持“推定不续约”的主张。该院推定《石油销售行为法》要求特许经营人对合同条款有异议时，不得像本案中的特许经营人一样通过签署合同来认可这些条款。

*注：莫蒂瓦企业公司是荷兰皇家壳牌集团和沙特国有石油公司沙特阿拉伯国家石油公司的合资企业。

Does the PMPA encompass a claim for "constructive nonrenewal" of franchisee's lease when: 

i) franchisees filed suit prior to receiving new lease agreements that violated the act, 

ii) lease agreements were presented on a take-it-or-leave-it basis, 

iii) franchisor stated it would terminate the leases unless franchisees signed the new agreements, and iv) franchisees signed lease agreements under protest and pursued their legal claims against the franchisor?

（2）租赁协议采用“不接受就走人”的方式；

（3）特许权人声称除非特许经营人签署新的协议，否则其将终止协议；

特许经营人被迫签署租赁协议，并起诉特许权人。

1. A franchisee cannot recover for constructive termination under the Act if the franchisor’s allegedly wrongful conduct did not compel the franchisee to abandon its franchise.

(a) The Act provides that “no franchisor … may … terminate any franchise,” except for an enumerated reason and after giving written notice, and specifies that “ ‘termination’ includes cancellation,” . Because it does not further define those terms, they are given their ordinary meanings: “put [to] an end” or “annul[ed] or destroy[ed].” Thus, the Act prohibits only franchisor conduct that has the effect of ending a franchise. The same conclusion follows even if Congress used “terminate” and “cancel” in their technical, rather than ordinary, senses. 

This conclusion is also consistent with the general understanding of the constructive termination doctrine as applied in analogous legal contexts—e.g., employment law, see Pennsylvania State Police v. Suders—where a termination is deemed “constructive” only because the plaintiff, not the defendant, formally ends a particular legal relationship—not because there is no end to the relationship at all. Allowing franchisees to obtain relief for conduct that does not force a franchise to end would ignore the Act’s scope, which is limited to the circumstances in which franchisors may terminate a franchise or decline to renew a franchise relationship and leaves undisturbed state-law regulation of other types of disputes between petroleum franchisors and franchisees. This conclusion is also informed by important practical considerations, namely, that any standard for identifying those breaches of contract that should be treated as effectively ending a franchise, even though the franchisee continues to operate, would be indeterminate and unworkable.

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(b) The dealers’ claim that this interpretation of the Act fails to provide franchisees with protection from unfair and coercive franchisor conduct that does not force an end to the franchise ignores the availability of state-law remedies to address such wrongful conduct. The Court’s reading of the Act is also faithful to the statutory interpretation principle that statutes should be construed “in a manner that gives effect to all of their provisions,” United States ex rel. Eisenstein v. City of New York,  because this interpretation gives meaningful effect to the Act’s preliminary injunction provisions and its alternative statute-of-limitations accrual dates.

2. A franchisee who signs and operates under a renewal agreement with a franchisor may not maintain a constructive nonrenewal claim under the Act. The Act’s text leaves no room for such an interpretation. It is violated only when a franchisor “fail[s] to renew” a franchise relationship for an enumerated reason or fails to provide the required notice, and it defines “fail to renew” as a “failure to reinstate, continue, or extend the franchise relationship,”. A franchisee that signs a renewal agreement cannot carry the threshold burden of showing a “nonrenewal of the franchise relationship,” and thus necessarily cannot establish that the franchisor has violated the Act. 

Signing their renewal agreements “under protest” did not preserve the dealers’ ability to assert nonrenewal claims. When a franchisee signs a renewal agreement—even “under protest”—there has been no “fail[ure] to renew,” and thus no violation of the Act. The Act’s structure and purpose confirm this interpretation. Accepting the dealers’ contrary reading would greatly expand the Act’s reach.

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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.