dissenting.
I respectfully dissent. I disagree with the majority’s position regarding what evidentiary burden a franchisor must meet to establish that an offer is bona fide, and what evidence a franchisee may introduce in order to raise a triable issue of fact on the bona fides of an offer to sell the franchise premises. The statute puts the good faith of the franchisor at issue, not the market value of the franchise property. Reliance on the opinion of a certified, independent appraiser would be competent evidence of the franchisor’s good faith in arriving at its offering price. However, nothing in the statute supports the majority’s intimation that, in every case, an independent appraisal is required as part of the franchisor’s initial evidentiary burden and that the district court is required to make an independent determination of fair market value.
I believe that once the franchisor has established that it has arrived at its offering price in accordance with its usual appraisal practices, it is entitled to an inference that the offer was made in good faith, i.e., that the franchisor’s usual appraisal practices produced a price which the franchisor reasonably believed represented the value of the property. The burden would then shift to the franchisee to raise a triable issue of fact with regard to the franchisor’s good faith.
I.
Congress enacted Title I of the PMPA to remedy the disparity of bargaining power which enabled a petroleum franchisor to obtain the right to terminate a franchise relationship for minor contract violations or changes in circumstances. Evidence at Congressional hearings demonstrated that franchisors used the prospect of nonrenewal to compel franchisees to comply with the franchisor’s marketing policies, and frustrated the reasonable renewal expectations of franchisees through arbitrary and discriminatory cancellations. See generally S.Rep. No. 731, 95th Cong., 2d Sess. 17-19, reprinted in 1978 U.S.Code Cong. & Ad. News 873, 875-77 (the “Senate Report”). In order to strengthen the bargaining position of franchisees, Congress drafted Title I to prohibit a franchisor from terminating or failing to renew a franchise agreement except on grounds specified in the statute. The statute also requires written notice of the franchisor’s intent to terminate or fail to renew. 15 U.S.C. § 2804(a).
The legislative history of the PMPA recognizes an essential legislative purpose to provide statutory grounds for termination and nonrenewal which would not be “so broad as to deny franchisees meaningful protections from arbitrary or discriminatory terminations and nonrenewals or to prevent fulfillment of the reasonable renewal expectations of the franchisees.” Senate Report at 18, 1978 U.S.Code Cong. & Ad. News at 877. Yet, a competing legislative concern was expressed for “the legitimate needs of a franchisor to be able to terminate a franchise or not renew a franchise relationship based upon certain actions of the franchisee.” Id. at 19, 1978 U.S.Code Cong. & Ad.News at 877. Congress also *487recognized the particular importance of providing “adequate flexibility so that franchisors may initiate changes in their marketing activities to respond to changing market conditions and consumer preferences.” Id.
The statutory grounds for termination or nonrenewal reflect Congress' attempt to strike a balance among these competing concerns. Permissible grounds for either termination or nonrenewal include specific courses of conduct of the franchisee, events such as fraud or bankruptcy, and agreement of the parties, or the franchisor’s determination to withdraw from the geographic area. See 15 U.S.C. §§ 2802(b)(2)(A)-(E). Customer complaints, failure of the franchisee to operate the franchise in a safe and sanitary manner, and failure by the parties to agree to reasonable changes in the franchise agreement are also grounds for nonrenewal. See 15 U.S.C. §§ 2802(b)(3)(AHQ. A franchisor may also fail to renew a franchise if he decides “in good faith” and “in the normal course of business” to convert the premises to another use, to materially alter the premises, to sell the premises, or that the franchise is uneconomical. 15 U.S.C. § 2802(b)(3)(D).
To establish a prima facie case under the enforcement provisions of the PMPA, the franchisee need only establish a termination or nonrenewal of a franchise agreement. 15 U.S.C. § 2805(c). The franchisor then has the burden of going forward with evidence to establish as an affirmative defense that the termination or nonrenewal was permitted under the statute. Id. When the decision not to renew is based upon one of the business judgments permitted under § 2802(b)(2)(E) or (b)(3)(D), the franchisor must also establish in defense that the determination was not for the purpose of converting the premises to operation by employees or agents of the franchisor for the franchisor’s own account, 15 U.S.C. § 2802(b)(2)(E)(ii) and (b)(3)(D)(ii), and that it has complied with the notice requirements of the statute, 15 U.S.C. § 2804.
The statutory section in dispute here provides that once a franchisor has made an economic determination not to renew a franchise agreement in accordance with the statute and has notified the franchisee of its decision not to renew, the franchisor must make to the franchisee a “bona fide offer” to sell or otherwise transfer the franchisor’s interest in the marketing premises or grant a right of first refusal of an offer made by another. 15 U.S.C. §§ 2802(b)(2)(E)(iii), (b)(3)(D)(iii).
The parties agreed that the PMPA places upon the franchisor the burden of proving its compliance with the statutory requirements including the fact that its offer was “bona fide.” The parties stipulated that Amoco’s ground for nonrenewal of Slatky’s franchise was a business decision permitted by the statute and that the franchisor had complied with the notice requirements of the statute. Section 2802(b)(3)(D)(iii) is the applicable provision requiring a bona fide offer, and the parties parted company over the definition of “bona fide” to be applied here.
After a bench trial, the district court rendered judgment for Amoco.1 In seeking to ascertain the correct legal standard to apply, the district court relied on our decision in Robertson v. Mobil Oil Corp., 778 F.2d 1005 (3d Cir.1985), in finding that Amoco’s offer to Slatky was bona fide. In Robertson we defined bona fide in the context of a different section of the PMPA, namely § 2802(b)(3)(B) which allows termination or nonrenewal of a franchise based on “bona fide” customer complaints. We there defined a bona fide complaint as “sincere and having a reasonable basis in fact.” Id. at 1008.
The district court concluded that Amoco’s offer was reached in a reasonable manner, in the normal course of business, by Amoco’s employees who appraise any prop*488erty Amoco intends to buy, sell, or lease and who followed procedures normally used for evaluating any of Amoco’s property for sale. The court found that “although [Amoco’s real estate manager] was requested to reappraise the land which resulted in a higher valuation, there is no evidence that he was directed to increase his appraisal.” The court relied upon these findings in concluding that the offer had a reasonable basis in fact. The district court made no finding of fact regarding whether the offer approached the fair market value of the marketing premises as determined by an independent appraisal, but the court found the offer to be sincere in that the property was offered at what Amoco believed was the fair market value. The court rejected the argument of the plaintiff that in order for the franchisor to meet its statutory obligation of proving a bona fide offer under the PMPA, the franchisor must demonstrate that its offer equals or approaches a fair market value as determined by an independent appraiser.
On appeal, the plaintiff argues that the district court erred first in finding that Amoco’s valuation procedures were reasonable, and second, in applying a legal standard which did not require an independent consideration of the fair market value of the marketing premises.
Our review in cases of statutory construction is plenary. Chrysler Credit Corp. v. First National Bank Trust Company of Washington, 746 F.2d 200, 202 (3d Cir.1984); Universal Minerals, Inc. v. C.A. Hughes & Co., 669 F.2d 98, 101-02 (3d Cir.1981). Findings of fact should stand unless clearly erroneous. See Leeper v. United States, 756 F.2d 300, 308 (3d Cir. 1985).
II.
Neither the statute itself nor the legislative history of the PMPA provides us with an explicit definition of “bona fide.” In Robertson we arrived at a definition of bona fide suited to the particular statutory context of the PMPA — namely, that Congress intended “bona fide” customer complaints to be “sincere and hav[e] a reasonable basis in fact.” Robertson, 778 F.2d at 1008. Our present task is to determine precisely what our Robertson definition requires in the context of offers to sell leased marketing premises pursuant to § 2802(b)(3)(D)(iii) of the PMPA.
The avowed purpose of Title I of the PMPA “is the establishment of minimum Federal standards governing the termination and nonrenewal of franchise relationships for the sale of motor fuel by the franchisor or supplier of such fuel.” Senate Report at 15, 1978 U.S.Code Cong. & Ad.News at 873. Congress implemented its objective primarily by delineating clearly the grounds on which the franchisors may terminate or refuse renewal of an existing franchise. See 15 U.S.C. § 2802. As discussed above, the remedial scheme of the statute attempts to balance the franchisee’s relative lack of bargaining power and reasonable renewal expectations against the legitimate property rights and economic interests of the franchisor. See Senate Report at 18-19.
I agree with the majority that protection of the franchisee requires that the franchisor behave as though it truly wished to sell the franchise premises. Thus, consistent with Robertson, for an offer to be bona fide the appraisal upon which it is based must have a reasonable basis in fact. I disagree with the majority’s view regarding what role the concept of “market value” should play in the court’s determination of whether the franchisor has conformed to the bona fide offer.
The majority implies that a franchisor may not meet its burden of proof to establish the bona fide offer element of its defense without affirmatively establishing, in addition, that its offering price was “objectively reasonable,” measured by the degree to which the offer “approaches] fair market value” as determined by an independent appraiser and by the district court. The majority effectively requires the franchisor to introduce evidence that it relied upon the opinion of an independent appraiser in arriving at its offering price. The majority would then further require that the district court make an independent de*489termination of the acceptable range of fair market values for the franchise premises. I disagree. I find no basis in the PMPA for imposing the majority’s objective evidentiary standard.
The statutory construction process must look in the first instance to the plain meaning of a statute’s terms. See National Freight v. Larson, 760 F.2d 499, 503 (3d Cir.), cert. denied, 474 U.S. 902, 106 S.Ct. 228, 88 L.Ed.2d 227 (1985). “The common legal definition of bona fide, consistent with the non-legal definition, is ‘[i]n or with good faith; honestly, openly, and sincerely real, actual, genuine, and not feigned.’ ” Robertson, 778 F.2d at 1008, quoting Black’s Law Dictionary (5th ed. 1979). In a legal context, the term bona fide looks almost exclusively to subjective good faith. For example, a bona fide purchaser, a bona fide holder for value, a bona fide mortgagee or a bona fide possessor of property may be party to illegal transactions yet exempt from liability because the action was taken in subjective good faith irrespective of another’s prior or superior claim of right to the property. Additionally, nothing in § 2802(b)(3)(D)(iii) requires a franchisor to offer to sell, transfer, or assign its interest in the leased marketing premises for a price which in fact approximates fair market value. We must presume, accordingly, that Congress, in prescribing a bona fide offer did not necessarily intend to equate the franchisor’s good faith with an enforcing court’s independent determination of fair market value.
No express statutory language governs what evidence may inform the bona fides of an offer. I believe the concept of a bona fide offer as utilized in § 2802(b)(3)(D)(iii) contemplates subjective good faith, i.e., is undertaken without a motive or purpose to discriminate against the franchisee, which may be objectively evidenced through the use of the franchisor’s normal procedure for appraising property for sale. The position of § 2802(b)(3)(D)(iii) in the statutory remedial scheme suggests that the franchisor’s decision as to an offering price should be subject to a standard of intent similar to that which governs economic determinations which may support a decision not to renew a franchise. Under the PMPA, the requirement to offer the property for sale is triggered by the franchisor’s reliance upon grounds for nonrenewal set forth in § 2802(b)(3)(D), which involve economic decisions regarding marketing strategy or recommitment of resources. There is nothing in the statute to indicate that compliance with § 2802(b)(3)(D)(iii) demands anything more than what is required for compliance with the sections which trigger its applicability. The standard governing those economic decisions is that they be made “in good faith and in the normal course of business.” §§ 2802(b)(3)(D)(IMIV).
We may reasonably assume that through its ordinary valuation procedures a franchisor will determine a selling price which it considers to be market value and that the valuation will, as a result, have a reasonable basis in fact.
The fact that ordinary business procedures are not expressly required by the language of the section under consideration does not mean that a decision in the ordinary course of business may not evidence a bona fide offer. The absence of the express requirement of normal procedures merely suggests that other courses of conduct, e.g., the use of outside appraisers even if not the franchisor’s usual practice, could evidence good faith as well. I find nothing in the PMPA which requires the franchisor to offer its interest in the marketing premises to a current franchisee at a price which is any less than the franchisor would expect to receive from a third party purchaser. Section 2802(b)(3)(D)(iii) (II) contemplates that the franchisor might actively solicit bids or offer the marketing premises at a given price to the public at large. The section requires only that the franchisor must “offer[] the franchisee a right of first refusal ... of an offer, made by another, to purchase such franchisor’s interest in such premises.”
The purposes of the statute would be served by defining a bona fide offer to sell as an offer to sell the fully operative marketing premises, which offer is the same as that which the franchisor would make to *490any prospective buyer and based upon a valuation of the marketing premises arrived at through the normal procedures used by the franchisor in informing its decision at what price to offer any of its property for sale. Initially, therefore, the franchisor need carry the evidentiary burden to show that the franchisor arrived at its asking price through the normal appraisal procedures employed in the buying and selling of any of its property. Such a showing would presumptively satisfy our Robertson requirement of a sincere offer reasonably based in fact.
If the franchisor met its initial evidentiary burden, the franchisee could then introduce evidence of any arbitrary or discriminatory variation from the franchisor’s normal business practices. If as Slatky complains, the franchisor did not really desire to sell the premises and inflated the selling price to prevent a sale, the franchisee could challenge the bona fides of the offer, for example, by introducing evidence to controvert the facts supporting the appraisal, the inferences drawn from them, on any unexplained inflation of the appraisers’ figures in arriving at an offering price.
III.
I part company with the majority’s suggestion that the mere fact that independent appraisers arrived at a different opinion of the value of the property raises an issue of fact as to the bona fides of the franchisor’s offer.
Market value is merely a matter of opinion until the subject property actually changes hands. Amerada Hess Corp. v. Commissioner, 517 F.2d 75, 83 (3d Cir.), cert. denied, 423 U.S. 1037, 96 S.Ct. 574, 46 L.Ed.2d 412 (1975).2 As the majority recognizes, there may be a range of prices with reasonable claims to being fair market value. Consequently, a test of Amoco’s bona fides cannot require more than that it relied on a well-founded opinion as to the market value of the franchise property, i.e., whether Amoco reasonably believed its offer to be at fair market value, the standard applied by the district court. This conclusion fully comports with the Congressional aims expressed in the overall scheme and legislative history of the PMPA.
Slatky cites Tobias v. Shell Oil Co., 782 F.2d 1172 (4th Cir.1986), and Brownstein v. Arco Petroleum Products Co., 604 F.Supp. 312 (E.D.Pa.1985), as squarely holding that a “bona fide offer” must approach fair market value. The plaintiff, however, misplaces his reliance on these authorities. In Brownstein, the plaintiff attacked the bona fides of Arco’s offer to sell him the franchise premises at a price sixteen percent above the value Arco’s appraiser had assigned to the property. Since Arco could not demonstrate why it inflated its appraiser’s figures, the district court held that the offer was not in conformity with the offer- or’s general practice for selling property, and was therefore not bona fide. Id. at 316. This result conforms to our analysis.
We note that the district court stated that:
Even had Arco demonstrated that the procedures by which it arrived at the offering price were consistent with those utilized in non-PMPA-restricted cases, I am not convinced that it would have satisfied the strictures of the Act____ [A] proper reading of the Act compels the conclusion that for an offer to be bona fide — that is actual — it must meet or very nearly approach what the offeror believes to be the fair market value of the property [footnote omitted].
*491Id., emphasis in original. A close reading of Brownstein shows it to be consistent with Amoco’s, not Slatky’s, position. Even the court’s dicta tested “what the offeror believes to be the fair market value of the property [footnote omitted].” Id., emphasis added. The trial judge here specifically found that Amoco believed its offer to reflect fair market value. Even under the Brownstein analysis, therefore, Amoco has satisfied the bona fide offer requirement of the PMPA.
The opinion of the Court of Appeals for the Fourth Circuit in Tobias offers little help to us here. In Tobias the fair market value of the premises was undisputed and, in fact, the franchisor’s sale price approached fair market value. See Tobias, 782 F.2d at 1174. The court was not faced with the problem we have here.
In sum, neither the express language nor the legislative history of § 2802(b)(3)(D) requires a franchisor’s “bona fide offer” to approach fair market value as determined by the court or by an independent appraiser. I conclude that the PMPA’s requirement of a “bona fide offer” contemplates, at a minimum, that the franchisor should follow its general practice for selling property. The franchisor, of course, may demonstrate its good faith by means of an independent appraisal of fair market value if it so wishes, but nothing in the Act or its history requires such a course.
IV.
Applying the legal standard enunciated above to the facts as found by the district court, I would hold that Amoco’s offer to sell the premises was “bona fide.” The district court properly found the franchisor’s offer to be bona fide because the offeror arrived at its opinion of the value of the property in accordance with its normal procedures and offered to sell the property to the plaintiff at a price based upon that appraisal. In my view the trial court had discretion to credit the testimony of Amoco’s employees with respect to Amoco’s good faith in arriving at what they perceived to be a fair offering price.
Amoco’s employees were qualified to form and express an opinion as to the value of the franchise property. A substantial and sufficient basis for the expression of that opinion appears in the record. The record establishes that the employees are acquainted with the property and are informed about the state of the market. The weight and credibility of their evidence was for the factfinder.
Eugene O’Brien, Manager of Projects for the North East United States, testified that out of 40 years of employment with Amoco approximately 38 were spent in real estate related positions involving extensive on-the-job experience as well as seminars and training courses. In 1985 his project team was responsible for $6.5 million in sales of properties. He testified about the company’s procedures for determining an offering price and the employment of those procedures in this case. He affirmed that the procedures used in this case were the same as those employed by Amoco throughout the history of his employment with them. He further testified that Amoco’s general procedure for determining the offering price of property is to conduct an initial appraisal of the land and real estate improvements by its own employees. That appraisal is then reviewed by a real estate manager and project team director. If the review raises questions, the property is reappraised or the appraisal is otherwise corrected. A selling price is then determined by Amoco’s capital asset manager.
Melvin O’Dell, the capital investment representative for that area who prepared the appraisal of the land value, testified that he had been a capital investment representative for 25 of his 33 years with Amoco and had spent the first 8 years with Amoco in other real estate related positions. His duties and responsibilities for the past 25 years have been to buy, sell, lease and appraise Amoco properties in Pennsylvania and the four adjoining states. He testified to extensive on-the-job training, numerous appraisal seminars and a real estate license. He performs roughly 75 appraisals in the course of a year. Factors he relies on include determination of comparable sales in the market area and evaluation of *492them in relation to the site being appraised as to size, geographic location, accessibility, overall appeal, zoning, and traffic volume. He makes on-site inspections of the comparable properties and the subject property.
Charles Bogdanowicz, who appraised the improvements, had been, at the time of his testimony, employed by Amoco for 13 years, the last 5 of which were spent as a project engineer. In this capacity he designs facilities to be constructed on various Amoco properties, a job which requires him to estimate the cost of improvements, secure bids, purchase equipment for service station facilities, supervise construction and, approximately twice a month, appraise service station improvements and equipment.
Lemuel Warfield, the Washington, D.C., district manager, testified that based on the number of gallons sold at the subject property Amoco could not purchase a replacement property, i.e., with the potential to pump as many gallons, for the building and land value assigned by Amoco’s appraisers. He testified that Amoco would have to pay close to half a million dollars to replace the property. Nevertheless, and despite his protest which resulted only in a closer appraisal of the land value and an increase of $30,000, his opinion that the station was more profitable for Amoco than reflected in the offer was not taken into consideration in arriving at the offering price. Thus, the only evidence of record regarding the matter of “value to Amoco” was that income from alternative uses was not considered by Amoco in setting its offering price.
I would hold that the franchisor’s evidence of a price arrived at through its usual appraisal procedures and by experts who are qualified to testify as to the value of the property raised an inference that the franchisor believed it was offering the premises to the franchisee at a fair price. This inference satisfied the burden of proof as to the franchisor’s good faith defense unless the plaintiff was able to raise an issue of fact as to the franchisor’s good faith. I do not believe the franchisee met this burden simply by introducing evidence of lower appraisals. Something more persuasive would be required than evidence that other appraisers were of a different opinion.
Under the majority’s analysis, an independent appraisal of market value would be the only way to determine good faith. Reliance upon the opinion of a qualified independent appraiser would be persuasive evidence of a franchisor’s good faith but it certainly would not be conclusive. The opinions of independent appraisers and the reasonableness of the franchisor’s reliance upon them would be subject to testing and scrutiny by cross-examination and, as with the employee appraisers, the district court would have to decide what weight to give their opinions.
The majority also insists that the district court must focus on the specific facts used by the Amoco appraisers in their evaluation and the inferences made from them. I agree, but only to the extent that the franchisee is able to produce evidence to raise an issue of fact. The only fact placed in issue by the plaintiff here was that O'Dell’s original appraisal of land value had been based on a considerable underestimation of the square footage of the principal comparable property, the Turkey Hill Market site. O’Dell, however, corrected the figures in his second appraisal and testified that he had determined that the underestimation would not change his estimate of the value of the subject property because even with the additional square footage the Turkey Hill site was considerably smaller than the franchise premises and was not adapted to as many uses.
The majority holds that where the franchisor introduces evidence of independent appraisals which are considerably lower than the franchisor’s offer, the district court must state clearly why it finds the franchisor’s offer to be objectively reasonable. Since, as the majority admits, the franchisor’s good faith, and not the precise market value of the property, is the ultimate statutory issue, I do not believe the franchisee raises a triable issue of fact simply by introducing evidence of lower *493appraisals. Something more persuasive would be required than evidence that other appraisers arrived at a different figure.
The plaintiff might, for example, place the franchisor’s good faith in issue by offering persuasive evidence that the franchisor did not follow its usual procedures or employ its usual criteria or that , the franchisor’s witnesses were not competent to testify concerning the value of the property, i.e., that the figures developed by the franchisor’s appraisers or adjustments to their figures were based on speculation, guess, or conjecture. If the employees did not know or consider some of the factors ordinarily used by certified appraisers, they may be asked to relate the details of their training and experience which justified them in disregarding the factors ignored.
The majority seizes upon the argument that O’Dell used out-of-date and inappropriate comparables in making his land value appraisal. However, the plaintiff introduced no evidence that better comparables were available. Plaintiff’s expert testified that his best comparable was a site known as the Turkey Hill Mini-Mart which O’Dell also used as his principal comparable. The plaintiff’s experts both testified on cross-examination that there were no recent sales of property for use as a service station in the area.
The majority also finds suspect the fact that Mr. O’Brien, after receiving O’Dell’s first land estimate of $155,000, requested that O’Dell reevaluate the property. O’Dell then secured current traffic volume figures for the subject property and each comparable, determining the current zoning status of each and studying the residential areas encompassing the marketing areas of all three comparables and the subject property; he thereupon increased his land appraisal to $185,000.
The plaintiff also faulted O’Dell for failing to rely on comparables he had selected personally. However, O’Dell testified that he was familiar with the work of the prior appraiser, found him to be thorough and exacting and was comfortable in relying upon his selection of comparable properties. The plaintiff’s arguments go only to the weight and credibility of O’Dell’s testimony, a subject properly within the discretion of the trial court.
The majority also suggests that the improvements’ appraisal did not represent local costs. Bogdanowicz, however, testified from his experience with new construction in Pennsylvania, Delaware, New Jersey, Maryland, and particularly in Harrisburg, that he would conclude that the construction costs in the Harrisburg area are comparable to the Philadelphia area where he had done most of his construction during the last three years.
The arguments made by the plaintiff and adopted by the majority are in essence challenges to the methods used by the Amoco appraisers. Whatever suspicions the majority might have as to Amoco’s good faith, there is no evidence that the appraisal is speculative. The facts supporting Amoco's appraisal were virtually unchallenged, and there is no evidence that the conclusions drawn from that data were incorrect. Nor is there any basis in fact to assume that an independent appraiser could value franchise property more accurately than could its present owner. The fact that the appraisers were employed by the defendant may also affect the weight of their testimony. Nevertheless, questions as to weight and credibility are for the factfinder, and we may not remand simply on the basis of our own speculation.
Even in cases where the facts will admit of more than one opinion, it is the province of the factfinder to choose among them. In this case, however, such a choice is not necessary. The defendant’s burden is to prove good faith. If the data will support the franchisor’s opinion as to the value of the property, the franchisor may not have proved market value, but it has proved good faith. This is true even if the facts will also reasonably support another opinion as to market value.
The district court specifically found that the procedures outlined by O’Brien are those followed by Amoco in the valuation of any property Amoco intends to buy, sell or lease. In addition, the court found that in this case Amoco did follow its customary *494business procedures in arriving at an offering price to Slatky. The record clearly indicates that Amoco’s appraisers were capable of forming an intelligent opinion derived from an adequate knowledge of the nature and kind of property in controversy and of its value. The district court noted that Amoco’s appraisers showed precisely how they arrived at their respective appraisals. The district court found that the franchisor sincerely believed its offer to be at fair market value. The majority agrees that this finding is not clearly erroneous. No further findings were necessary to support the conclusion that the offer was bona fide.
The facts found by the district court support the decision that Amoco has fulfilled its statutory obligation to make a bona fide offer to sell the marketing premises to Slatky. Therefore, I would affirm the judgment of the district court.
. Amoco had counterclaimed for damages caused by the plaintiffs possession of the service station beyond the lease expiration date. Relying on the parties’ pretrial stipulation to maintain the status quo pending the outcome of the trial, the district court entered judgment in favor of the plaintiff on the counterclaim.
. In Amerada Hess Corp. v. Commissioner, we cited the classic formulation of fair market value: "'the price at which the property would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of relevant facts.’ ” Id., citing United States v. Cartwright, 411 U.S. 546, 551, 93 S.Ct. 1713, 1716, 36 L.Ed.2d 528 (1973), quoting Treas. Reg. § 20.2031-l(b). We also noted that "'the word "value” almost always involves a conjecture, a guess, a prediction, a prophecy.’ ” Amerada Hess Corp., 517 F.2d at 83, citing Andrews v. Commissioner, 135 F.2d 314, 317 (2d Cir.), cert. denied, 320 U.S. 748, 64 S.Ct. 51, 88 L.Ed. 444 (1943), quoting Commissioner v. Marshall, 125 F.2d 943, 946 (2d Cir.1942). Furthermore, "there is no universally infallible index of fair market value.” Amerada Hess Corp., 517 F.2d at 83. The supposedly objective standard of fair market value is, therefore, subject to a host of variables.