Gas station buyer may amend complaint to allege violation of duty of fair dealing
The Court of Appeals overturned a dismissal and reinstated Hassen Harp's claim against Equilon Enterprises, LLC, d/b/a Shell Oil Products, US. Harp had agreed to purchase the station he leased from Shell, pursuant to the Shell standard contract under which he was obligated to buy gas from Shell for ten years. Harp alleged, however, that immediately after he executed the purchase documents, Shell changed its pricing and gas distribution policies and took other "unsavory" actions which severely denegrated the value of the station.
While the Michigan Supreme Court has severely limited a claimant's right to attack a contract for unfair dealing, the Court of Appeals noted that even in a contract providing unbridled discretion, that discretion must be exercised in good faith. On that basis, the law provided Harp the right to amend his complaint to set forth his claims of bad faith behavior by Shell.