United States District Court, W.D. Wisconsin
OPINION AND ORDER
D. PETERSON DISTRICT JUDGE.
Goodall Oil Company alleges that from 1989 to 2019, it had an
agreement with defendant Pilot Corporation to haul fuel to
one of Pilot's gas stations. According to the complaint,
the relationship began to suffer when employees of defendant
Pilot Travel Centers (PTC), which is owned in part by Pilot,
began spreading false rumors that plaintiff Michael Ryan
(Goodall's president) was going to retire and that PTC
would take over hauling the gas. In May 2019, Pilot
terminated its hauling agreement with Goodall and gave
Goodall's hauling rights to PTC.
assert five claims in their complaint, all based on state
law: (1) breach of contract (against Pilot); (2) breach of
the implied duty of good faith and fair dealing (against
Pilot); (3) intentional interference with contractual
relations (against PTC); (4) intentional interference with
prospective contractual relations (against PTC); and (5)
defamation (against PTC). For the breach of contract claim,
plaintiffs request specific performance of the hauling
agreement and monetary damages. Plaintiffs also request
punitive and compensatory damages on the defamation and
intentional interference claims. The court has jurisdiction
over the case because plaintiffs allege that they are
citizens of Wisconsin and Virginia and that defendants are
citizens of Tennessee and Delaware and because it is
reasonable to infer that more than $75, 000 is in
controversy. See 28 U.S.C. § 1332 (federal court may
exercise jurisdiction when there is diversity of citizenship
between the plaintiffs and defendants and the amount in
controversy is more than $75, 000).
move to dismiss some of plaintiffs' claims and requests
for relief under Federal Rule of Civil Procedure 12(b)(6) for
failure to state a claim upon which relief may be granted.
Dkt. 10. Specifically, defendants move to dismiss: (1) the
breach of the implied duty of good faith and fair dealing
claim; (2) the intentional interference with prospective
contractual relations claim; (3) the request for specific
performance for the breach of contract claim; and (4) the
request for punitive damages for the defamation and
intentional interference claims. Defendants do not challenge
the breach of contract claim, the intentional interference
with contractual relations claim, the defamation claim, or
plaintiffs' request for compensatory damages.
court will deny defendants' motion. Plaintiffs are
entitled to proceed on theories of both breach of contract
and breach of the duty of good faith and fair dealing at the
same time. And Goodall has plausibly alleged that defendants
intentionally interfered with two prospective contracts. It
would be premature at the pleading stage to bar plaintiffs
from seeking the remedies of specific performance and
punitive damages. Plaintiffs haven't pleaded facts that
would preclude either type of relief.
court draws the following factual allegations from
plaintiffs' amended complaint, Dkt. 8, and the court
accepts these factual allegations as true when deciding
defendants' motion to dismiss. See Zahn v. N. Am.
Power & Gas, LLC, 815 F.3d 1082, 1086 (7th Cir.
1989, Goodall sold its rights to a gasoline service station
to Pilot. As part of Pilot's consideration, Pilot gave
Goodall the right to haul fuel to the gas station. This 1989
agreement between Goodall and Pilot did not specify when
Goodall's hauling rights terminated.
Ryan became president of Goodall in 2013. Shortly after, Ryan
heard rumors from Goodall truck drivers that PTC's
managers told PTC truck drivers that PTC was going to take
over hauling fuel to the service station. These rumors
persisted through 2018.
2019, new rumors began circulating from PTC that Michael Ryan
had cancer and was going to end Goodall's business.
Because of these rumors, Goodall contacted PTC to determine
whether Pilot had interest in purchasing Goodall's
hauling rights. When Goodall never received an offer from
Pilot, Goodall began negotiating with Petro Tech Hauling and
Manito Transit for the sale of the hauling rights. Both of
these two businesses served as backup carriers for Goodall.
Goodall notified PTC of the ongoing negotiations with other
fuel transporters and again requested that Pilot make an
offer for the hauling rights.
days after Goodall notified PTC of the ongoing negotiations,
Manito Transit contacted Goodall to end the negotiations
because the sale was “too complicated.” Later
that same day, PTC informed Goodall that there was a 2004
carrier hauling agreement, and PTC said that it would
exercise its right to terminate Goodall's hauling rights
under that agreement. Roughly one week later, Petro Tech
Hauling notified Goodall that it would not make an offer for
the hauling rights because of the anticipated difficulty of
the transaction, based on the rumors involving PTC.
2019, PTC took over hauling fuel to the gas station. Hauling
fuel to the station was Goodall's only business, so
Goodall ceased operations.
move to dismiss some of Goodall's claims for failure to
state a claim. (Because the parties do not distinguish
between the two plaintiffs, the court will refer to
plaintiffs collectively as “Goodall” except where
noted.) The question under Federal Rule of Civil Procedure
12(b)(6) is “simply whether the complaint includes
factual allegations that state a plausible claim for
relief.” BBL, Inc. v. City of Angola, 809 F.3d
317, 325 (7th Cir. 2015). Plaintiffs must give defendants
“fair notice of what the . . . claim is and the grounds
upon which it rests” and include ...