Consumers Petroleum Co. v. Texaco, Inc., a Delaware Corporation

CONTIE, Senior Circuit Judge,

concurring in part and dissenting in part.

I disagree with the majority’s interpretation of the term “franchise relationship,” as defined in 15 U.S.C. § 2801(2), and its consequential effect on determining when the statute of limitations will begin to run in any particular case. In my view, the statutory language and legislative history relied on by the majority more strongly support Consumers’ argument that the term “franchise relationship” is intentionally and sufficiently broad to encompass the situation before us. Although the express previsions of the “interim franchise” agreement and the five-year franchise agreement differ, I cannot accept the majority’s reasoning that the existence of different terms in these franchise agreements, combined with the nature of interim franchises, dictates the conclusion that two “franchise relationships” had been created. First, it is clear that Congress intended the term “franchise relationship” to encompass a series of franchise agreements which may contain differing terms. The majority acknowledges this point. Second, my reading of the legislative history and statutory language convinces me that simply because parties enter into a new franchise agreement which is not subject to all the PMPA requirements does not result in the creation of a new, separate franchise relationship. Rather, when the same parties and subject matter are involved, and there has been no significant lapse of time between the agreements, I would conclude that there is only one relationship involved. I believe this interpretation is also more consistent with the philosophy that a statute of limitations should be interpreted in the light of the statute’s purposes and “with due regard to those practical ends which are to be served by any limitation of the time within which an action must be brought.” Reading Co. v. Koons, 271 U.S. 58, 62, 46 S.Ct. 405, 406, 70 L.Ed. 835 (1926).

I would conclude, therefore, that the district court erred in holding that this action was barred by the statute of limitations, and would remand this case for further proceedings. This disposition would make *917it unnecessary for this court to review the district court’s denial of Consumers’ motion to amend its complaint.1

Further, while I concur in Part III of the majority’s opinion, I write separately to express my belief that by finding Consumers’ state law claims to be preempted, we are in no way holding that the PMPA preempts all common law tort claims, or even all misrepresentation claims. Whereas the misrepresentation claim in this case has the effect of changing the notification requirements, such may not always be the case, even when a misrepresentation claim is raised in conjunction with challenging the termination of a franchise agreement. I agree with the majority that the PMPA does preempt the state law claims in the instant case since recognizing the claims would present a conflict with the PMPA requirements.

. I further believe that the majority's resolution of the motion to amend issue in Part II of its opinion is inconsistent with its statute of limitations analysis and lends support to my argument. Under the majority’s analysis in Part II, the district court will necessarily have to reach the merits of Consumers’ complaint in order to determine whether its claim is barred by the statute of limitations, even though the majority had previously concluded that the district court was correct in not reaching the merits of Consumers' claim since it was timebarred. Consumers has argued from the start that Texaco’s nonrenewal of the prior franchise was not in accordance with statutory requirements. Since that is the nature of its claim, it is, I believe, more logical to allow this claim to go forward under a legitimate interpretation of the statute of limitations rather than to permit the district court to reach the merits of the claim in order to determine whether the claim is time-barred.