994 F. Supp. 2d 1251
N.D. Fla.2014Background
- Plaintiff Ralph Reginald Cain was shot at a Circle K convenience store in Tallahassee and sued Shell Oil Co., alleging Shell was vicariously liable based on an agency relationship with Circle K.
- Circle K operated the store and sold Shell-branded fuel under a wholesale marketing/franchise agreement with Shell.
- Cain’s claims rely exclusively on contractual terms in the agreement as the basis for an agency relationship.
- The agreement sets uniform "minimum standards" (cleanliness, safety, security, appearance, employee standards, promotion/benchmarks, insurance, and inspection rights) but states Circle K controls the means and manner of compliance.
- No evidence was offered that Shell made representations to the public that it controlled store operations or that Shell actually exercised operational control.
- Shell moved for summary judgment; the Court granted the motion, concluding the agreement does not create an agency relationship as a matter of law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the franchise/wholesale agreement creates an agency relationship by contract | Agreement’s minimum standards and other provisions give Shell a right to control store operations and security, making Shell the principal | Agreement only imposes result-oriented standards; Circle K retains discretion over means and day-to-day operations, so no contractual right of control exists | Court: No agency as a matter of law; agreement is results-oriented and leaves means to Circle K, so Shell lacks contractual right to control |
| Whether there is evidence of actual or apparent control beyond the contract | (Implicit) The contractual standards and Shell’s brand presence create apparent control | There are no representations to the public that Shell controlled the store; no evidence Shell exercised operational control | Court: No evidence of representations or actual control; plaintiff relied exclusively on the contract, so court decides as a matter of law |
Key Cases Cited
- Estate of Miller v. Thrifty Rent-A-Car System, Inc., 637 F. Supp. 2d 1029 (M.D. Fla. 2009) (franchise standards that are "results" oriented do not create agency)
- Mobil Oil Corp. v. Bransford, 648 So.2d 119 (Fla. 1995) (franchisor may be agent only if it substantially participates in directing or managing franchisee)
- Villazon v. Prudential Health Care Plan, Inc., 843 So.2d 842 (Fla. 2003) (agency from contract can be decided as a matter of law when based solely on a single contract)
- Banco Espirito Santo Intern., Ltd. v. BDO Intern., B.V., 979 So.2d 1030 (Fla. 3d DCA 2008) (agency generally a fact question unless proved exclusively by contract)
- Patterson v. Western Auto Supply Co., 991 F. Supp. 1319 (M.D. Ala. 1997) (contrast: agreement and franchisor actions gave day-to-day control creating jury issue)
- Madison v. Hollywood Subs, Inc., 997 So.2d 1270 (Fla. 4th DCA 2009) (franchisee retains day-to-day operational control where agreement ensures uniformity but leaves means to franchisee)
- Ortega v. General Motors Corp., 392 So.2d 40 (Fla. 4th DCA) (dealer agreement left day-to-day operations to dealer; no agency)