United States District Court, E.D. Pennsylvania
E.K. PRATTER, United States District Judge.
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.
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.
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.
Terms of the Franchise Agreement
to the complaint, the franchise agreements contain the
following provisions that are pertinent to Mr.
Takiedine's claims against 7-Eleven:
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.
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.
7-Eleven's Alleged Wrongdoing
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.
That Mr. Takiedine Has Breached the Agreements.
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.
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.
Takiedine alleges that 7-Eleven has tried to squeeze him out
of the franchise agreements economically, in two ways.
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 ...