Armaswalker and Aid, Inc. v. Equilon Enterprises, LLC, 2010 U.S. Dist. LEXIS 145268 (7-19-10) and 2010 U.S. Dist. LEXIS 145269 and 145270 (9-28-10), rev'd in part, 472 Fed. Appx. 484 (9th Cir. 3-19-12)
Summary judgment was affirmed in favor of franchisor as to plaintiff-franchisee Armaswalker. Although the ROFR did not include a leaseback provision that was contained in the third-party offer, this omission did not render the ROFR "materially different" from the third-party offer. Further, the franchisor's reservation of a right of access to the UST system in the event the franchisee defaulted on its obligation to maintain insurance on the system did not render the ROFR invalid under the PMPA.
Summary judgment in favor of franchisor was reversed as to plaintiff-franchisee Aid, Inc. There was a side agreement between the franchisor and the third-party offeror, which the franchisor failed to timely include in the ROFR that was presented to the franchisee.