ORDER GRANTING SHELL OIL CO.’S MOTION FOR SUMMARY JUDGMENT
This case concerns Shell Oil Co.’s liability for a shooting and the resulting injuries to Ralph Reginald Cain that occurred at a Circle K convenience store located at 2807 South Monroe Street in Tallahassee, Florida (the “store”). The store purchased and sold Shell fuels pursuant to a wholesale marketing agreement (the “agreement”), ECF No. 24-3. Mr. Cain brought a complaint, ECF No. 26, against Shell for his injuries based on an alleged agency relationship between Shell and Circle K, and Shell filed the instant motion for summary judgment, ECF No. 50. Upon consideration of the parties’ papers and exhibits, the motion is granted.
It is well-established that a franchise relationship does not by itself create an agency relationship between the franchisor and franchisee. See Estate of Miller v. Thrifty Rent-A-Car System, Inc.,
In the instant, Mr. Cain alleges in the complaint that Shell’s participation in management and right to control derives from the agreement, ECF Nos. 26, ¶¶ 17, 29, 31. Likewise, in his response to this motion, Mr. Cain argues that Shell’s control derives from the agreement, ECF No. 57, ¶ 7. Absent from the papers and exhibits are allegations or facts that any representations were made that Shell controlled or had a right to control the operations at the store or that Shell actually exercised or attempted to exercise control over the operations at the store. See Estate of Miller,
First, Mr. Cain argues and this Court agrees that the labels and titles given to the parties in the agreement are not determinative of their true relationship for agency purposes. See Villazon,
Next, Mr. Cain’s complaint and response focus on a particular set of minimum standards set forth in the agreement. He argues that Circle K’s operation of the store is bound by the agreement’s following minimum standards which gives Shell a right to control:
(i) Buyer’s Outlets must be kept in a clean, sanitary, and safe condition and all property and equipment kept in good operating condition and repair....
(k) Buyer’s Outlets must be kept clear of vehicles, other mobile equipment, and obstructions that restrict traffic flow, endanger customer safety, or detract from appearance....
(,l) Buyer’s Outlets must be operated in a secure manner so that criminal activity is adequately deterred from occurring there and so that all persons at Buyer’s Outlets are adequately protected from injury, harm, or loss....
ECF No. 24-3, ¶ 7(i), (k), (l). However, at the outset of section 7, the agreement states that the minimum standards are necessary to maintain uniformity among users of Shell’s identifying marks and sellers of its fuels but that the means and manner of satisfying the minimum standards are solely within the discretion of Circle K. ECF No. 24-3, ¶7. Therefore, while these conditions may be interpreted to impose some control in the broadest sense over how the store is operated by establishing uniform standards, they do not give Shell control over the means by which such conditions are met. See Madison v. Hollywood Subs, Inc.,
While not referenced by Mr. Cain, this Court has considered a number of other provisions in the agreement including but not limited to provisions regarding the use of Shell’s identifying marks; the appearance and condition of the store and its equipment; the service provided by, appearance, and competency of employees; the promotion of and sale benchmarks for Shell fuels; the maintenance of proper insurance; and inspection rights to determine compliance with the agreement and its conditions. ECF No. 24-3. However, like the aforementioned minimum standards, the means of satisfying these conditions are left to the control and discretion of Circle K.
While not binding, this Court finds several cases instructive. For example, a sister court in Florida’s Middle District previously considered a contract with similar terms and found that “[t]he most important factor, ‘the extent of control which, by the agreement, the master may exercise over the details of the work,’ weighs heavily against [agency] status because the agreement ... is ‘results’ oriented instead of ‘means’ oriented.” Estate of Miller,
In contrast, under contrary facts, a sister court in Alabama’s Middle District found the franchise agreement and acts of franchisor control created an issue of fact for the jury to determine the existence of an agency relationship. Patterson,
In sum, Mr. Cain relies exclusively on the agreement’s terms as the basis for creating an agency relationship between Shell and Circle K. Therefore, such determination may be made by this Court as a matter of law. Upon a review of the agreement in its entirety, this Court finds that the agreement’s conditions are typical of franchise agreements to establish uniformity and reasonably protect Shell’s business interests. The agreement sets standards and benchmarks for the store’s operation which Circle K is responsible for satisfying by its own means and in its own discretion. Shell’s right to terminate the agreement, which Mr. Cain describes as a right of enforcement, is simply that— Shell’s right to bind Circle K to the agreement. It in no way establishes a right to control the store’s operations. Stated otherwise, Shell’s right is only to terminate or not to terminate the agreement, and there is no intermediate right reserved to Shell to impose its own means or use its own discretion to satisfy the agreement’s conditions.
For these reasons,
IT IS ORDERED:
Shell’s motion for summary judgment, ECF No. 50, is GRANTED. This Court does not direct the entry of judgment under Federal Rule of Civil Procedure 54(b).
Notes
. Shell also argues that it is not a party to the agreement. Inasmuch as this Court grants summary judgment on other grounds, this issue need not be addressed.