No. 131 January Term, 1979, Appeal from the Order of the Superior Court at Nos. 729-735 October Term 1978, dated November 22, 1978
Norman P. Zarwin, Martin J. Resnick, Philadelphia, for appellants.
E. Barclay Cale, Jr., Kell M. Damsgaard, John M. Phelan, Kell M. Damsgaard, Philadelphia, for appellee at Nos. 131 and 132.
William A. DeStefano, Philadelphia, for appellee at 80-3-566.
Roberts, Nix, Larsen, Flaherty, Kauffman and Wilkinson, JJ. O'Brien, C. J., did not participate in the consideration or decision of this case.
In separate equity actions consolidated here on appeal, appellants, seven gasoline service station dealers, challenged rental increases imposed by their common lessor, Exxon Corporation ("Exxon"), pursuant to express clauses in their retail service station leases.*fn1 Alleging that the clauses and the manner in which Exxon exercised its rental adjustment rights thereunder were (1) in violation of the Pennsylvania Gasoline Petroleum Products and Motor Vehicle Accessories Act ("Gasoline Act"),*fn2 (2) in breach of fiduciary duties allegedly owed by Exxon to appellants, and (3) "unconscionable," appellants sought orders directing Exxon to cease collecting the increased rentals, to return all collected rent increases and to negotiate in good faith to set mutually agreeable rentals. The Montgomery County Court of Common Pleas en banc sustained Exxon's demurrers, concluding on the undisputed factual record that each appellant had failed to state a cause of action, and dismissed the complaints. The Superior Court affirmed, 260 Pa. Super. 537,
A.2d 1276, we granted allocatur, consolidated this case for argument with Exxon Corp. v. Wilson, 495 Pa. 553, 434 A.2d 1229 (1981), and now affirm.*fn3
The facts presented in each of these seven cases are substantially similar, and the issues involved and relief sought in each instance is the same.*fn4 The last executed leases between Exxon and appellants all were due to expire during the first half of 1977. Service station rentals set forth in the leases ranged from 1.53 to 1.9 cents per gallon of motor fuel delivered, with various monthly minimums ranging from $435 to $900. In several of these cases, however, the rents stated in the leases had been reduced to conform to federal controls imposed under the Economic Stabilization Act of 1970, and in all cases the rentals had been frozen at their May 15, 1973 levels by Federal Energy Administration ("FEA") regulations.
FEA rent controls were lifted at the end of December, 1975, and several months thereafter Exxon notified appellants Witmer, Slingerland, Fritz and Miller by letter that their rentals would be increased during their lease terms pursuant to a "rental reopener" clause in each of their leases. This clause expressly provided that, upon proper notice, Exxon could increase the service station rental by no more than one cent per gallon once during the term of the lease, and that if the lessee objected to a proposed rent increase and the parties failed to ...