Ray Anderson, Inc. v. Buck's, Inc.
915 N.W.2d 36
Neb.2018Background
- Ray Anderson, Inc. (Anderson) and Buck’s, Inc. (Buck’s) entered related agreements on July 30, 2007: a Subjobber Supply Agreement (the Agreement) and an attached Electronic Dealer Delivery Plan (EDDP).
- Buck’s is a BP jobber supplying BP-branded fuel to Anderson’s Omaha stations; Anderson previously was a BP jobber and had its BP relationship assumed by Buck’s in 2007.
- In Dec. 2015–Jan. 2016 Anderson contracted with Western Oil to sell Shell-branded fuel at four stations and notified Buck’s; Buck’s sent cease-and-desist letters asserting the Agreement barred rebranding.
- Anderson sued for a declaratory judgment that it could rebrand and that it could terminate the Agreement on reasonable notice; Buck’s counterclaimed that the Agreement required Anderson to sell BP fuel purchased from Buck’s and claimed anticipatory repudiation.
- At summary judgment the district court: (1) found the EDDP (section 12) unambiguously permits Anderson to sell competitive-brand products and that the EDDP controls conflicts with the Agreement, and (2) ruled Buck’s has the sole contractual right to terminate.
- The Nebraska Supreme Court affirmed: the Agreement and EDDP unambiguously allow rebranding and unambiguously give Buck’s the exclusive termination right.
Issues
| Issue | Anderson's Argument | Buck's Argument | Held |
|---|---|---|---|
| Whether the Agreement/EDDP prohibit Anderson from rebranding stations | EDDP permits sale of competitive-brand products; Agreement does not unambiguously bar rebranding | Agreement provisions (secs. 6, 19, 20, 36) impose affirmative duty not to enter other supplier agreements and thus bar rebranding | Held for Anderson: EDDP §12 (made part of the Agreement) unambiguously allows selling competitive-brand products; EDDP §10 controls any conflict, so no prohibition on rebranding |
| Whether Anderson has a contractual right to terminate the Agreement on reasonable notice | The Agreement is indefinite; UCC §2-309 should imply a right to terminate on reasonable notice | Parties agreed otherwise: the Agreement grants Buck’s sole termination power, so §2-309 does not override express terms | Held for Buck’s: Agreement unambiguously grants Buck’s sole termination right; no implied termination right for Anderson |
Key Cases Cited
- Walters v. Colford, 297 Neb. 302 (addresses contract ambiguity and interpretation)
- State Farm Mut. Auto. Ins. Co. v. Allstate Ins. Co., 268 Neb. 439 (declaratory judgment standard and independent appellate review)
- Facilities Cost Mgmt. Group v. Otoe Cty. Sch. Dist., 291 Neb. 642 (contract interpretation and ambiguity principles)
- McCord & Burns Law Firm v. Piuze, 276 Neb. 163 (construing instruments executed as part of same transaction together)
- Woodmen of the World v. Nebraska Dept. of Rev., 299 Neb. 43 (appellate courts need not decide unnecessary issues)