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Takiedine v. 7-Eleven, Inc.

United States District Court, E.D. Pennsylvania

June 27, 2018

AZMI TAKIEDINE, Plaintiff,
v.
7-ELEVEN, INC, Defendant.

          MEMORANDUM

          GENE E.K. PRATTER, United States District Judge.

         Introduction

         Azmi Takiedine has been a franchisee of 7-Eleven for over 40 years. He alleges that 7-Eleven has tried to make life so miserable for him that he will walk away from his franchise agreements. Even so, his stores remain open. After Mr. Takiedine brought claims for both constructive termination and breach of contract, 7-Eleven filed a motion to dismiss.

         First, the Court will dismiss the claim for constructive termination because constructive termination requires that there have been actual termination and Mr. Takiedine has not in fact shuttered his stores. Second, the count for breach of contract may survive, but because Mr. Takiedine never attached his franchise agreements to his complaint, the Court cannot determine precisely which contractual terms were allegedly breached. Therefore, the Court dismisses the entire complaint, and Mr. Takiedine is granted leave to file an amended complaint and attempt to state a claim for breach of contract with the allegedly applicable agreements attached.

         Background

         The Court will first summarize what appear to be the pertinent terms of Mr. Takiedine's franchise agreements with 7-Eleven. Second, the Court recounts the ways in which 7-Eleven has allegedly sought to oust Mr. Takiedine from the franchise relationship. Third, the Court describes Mr. Takiedine's claim that his case is one of many in which longstanding franchisees in the Philadelphia area have found themselves in 7-Eleven's crosshairs. Finally, the Court summarizes the procedural history of the case.

         I. Terms of the Franchise Agreement

         According to the complaint, the franchise agreements contain the following provisions that are pertinent to Mr. Takiedine's claims against 7-Eleven[1]:

         Mr. Takiedine's Obligations.

         Mr. Takiedine must make reasonable efforts to purchase goods from 7-Eleven's suppliers. Compl. ¶ 12. If, instead, he “does not buy from the vendors that 7-Eleven wants him to, ” then 7-Eleven may “increase its split of the profits, ” even though Mr. Takiedine “is supposed to be an independent contractor” in charge of operating his own stores. Id. ¶ 16.

         7-Eleven's Obligations.

         7-Eleven has several obligations common in franchise relationships. The corporate entity must pay the stores' utility bills, handle store maintenance and repair, and market the 7-Eleven brand. Compl. ¶ 12. A further duty, which complements Mr. Takiedine's obligation to buy from 7-Eleven's preferred vendors, is that 7-Eleven must “get[] the lowest prices” on goods from those vendors for its franchisees. Id. ¶ 17.

         II. 7-Eleven's Alleged Wrongdoing

         Mr. Takiedine alleges that 7-Eleven has sought to force him out of his franchises by generally making life miserable for him. In Mr. Takiedine's telling, 7-Eleven has pursued its goal using a two-pronged attack: (1) “mak[ing] false assertions” that Mr. Takiedine has violated the franchise agreements himself, and (2) “mak[ing] the business conditions so hostile” that Mr. Takiedine will terminate the agreements. Compl. ¶ 22.

         Suggesting That Mr. Takiedine Has Breached the Agreements.

         In August 2017, 7-Eleven informed Mr. Takiedine that he had “fail[ed] to operate his store as required.” Compl. ¶ 27. Evidently, 7-Eleven was referring to the store's run-down storefront. See Id. ¶ 28. Mr. Takiedine argues that the repairs needed to fix the storefront's unsatisfactory appearance are actually 7-Eleven's responsibility under the franchise agreement. Id.

         Around the same time, Mr. Takiedine alleges that a 7-Eleven representative told a worker at one of his stores that Mr.Takiedine's days as a franchisee were “numbered, ” see Id. ¶ 33, and told another worker that Mr. Takiedine “would soon be concluding his tenure as a 7-Eleven franchisee, ” see Id. ¶ 29. Both statements diminished employee morale at Mr. Takiedine's stores. See Id. ¶ 30.

         Hostile Business Conditions.

         Mr. Takiedine alleges that 7-Eleven has tried to squeeze him out of the franchise agreements economically, in two ways.

         First, 7-Eleven has forced Mr. Takiedine to purchase expensive goods from 7-Eleven's preferred corporate vendors, causing Mr. Takiedine's profits to plummet. Compl. ¶¶ 15-17. In this respect, Mr. Takiedine alleges that 7-Eleven is breaching its contractual obligation ...


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