Some of the world’s foremost energy producers, refiners and distributors rely on our industry acumen, regulatory know-how, transactional savvy and litigation skills for their most crucial business transactions and disputes. Put this industry expertise to work for you.
Although oil, gas and coal remain U.S. powerhouses, alternative-energy companies are playing an increasingly important role in powering our communities. We are helping these companies prosper — in solar, wind, fracking, ethanol, methane and other bio-fuels.
Oil and Gas
Oil and gas clients — including four of the nation’s largest integrated refiners — turn to us for counsel in downstream and upstream trade channels. We help these industry leaders craft their deals and hone their business models, and we guide them through disputes if a resulting relationship breaks down.
We can assist your oil and gas operation with the following counsel:
- Mergers, Acquisitions and Portfolio Management – assisting with market or multi-site portfolio divestments and acquisitions, counseling for joint ventures or master limited partnerships (MLPs), co-branding arrangements and other business combinations, as well as real estate portfolio management
- Business Models — establishing and implementing business models for distribution and retailing, including franchise programs, company operations, commission marketers, brand licensees and on-franchise operating models
- Contracts — creating and implementing template supplier and customer contracts, franchise, dealer and commission marketer programs, and commercial/bulk fuel and supply contracts
- Payment & Posting — counseling on payment card issues (credit/debit), data security protocols, reward or loyalty programs, weights and measures issues and other consumer posting issues
- Permits & Incentives — obtaining permits, licenses, grants, tax credits and other incentives
- Supplier, Distributor and Vendor Relationships — counseling on joint employer issues, distribution terminations and nonrenewals, franchising issues, c-store issues and storage and transportation arrangements.
- Pricing and Promotional Programs — developing and implementing commodity pricing programs and methods and counseling on price discounts, promotional campaigns and similar incentive programs
- Environmental — representing property owners and operators in Missouri, Illinois, Tennessee and Oklahoma to resolve UST compliance, spill reporting and management and contractual risk allocation.
- Advertising & IP — counseling on branding issues, co-branding arrangements, advertising and other intellectual property issues
- Pipeline Installation and Expansion — providing real estate counsel for the negotiation of property access and rights
- Construction — providing counseling for infrastructure projects, from refineries and terminals to c-stores and retail fuel facilities.
- Regulatory Matters — assisting with the successful navigation of challenging regulatory issues, such as cap and trade, RINs and other renewable fuel issues
- Motor Fuel Distribution and Marketing — addressing claims relating to PMPA, state franchise and distribution statutes, federal and state pricing-claims (including UCC § 2-305 claims and Robinson-Patman claims), federal and state antitrust claims and breach-of-contract and business tort claims
- Consumer Class Actions — defending refiners, distributors and retailers in claims arising from motor-fuel pricing, temperature-correction issues and discount and credit card programs
- Brand Covenants/Deed Restrictions/ROFRs — prosecuting claims to enforce brand covenants/deed restrictions on use of retail motor fuel sites, and exercise of rights of first refusal to purchase divested retail assets, critical to major oil refiners’ distribution networks; also handle litigation involving attempts to use condemnation to avoid use restrictions imposed on station properties
- Recovery of Jobber/Dealer Loans — prosecuting claims to recover outstanding sums owed on jobber and dealer loans, including negotiation, collection and foreclosure work, as well as litigation work
- Intellectual Property — managing trademark enforcement programs, responding to claims of infringement and handling false advertising claims
From the inception of your design to completion of the project, we’re there for you. We can guide you through the full range of corporate and business decisions and actions you will need to take, including obtaining permits, licenses, grants, tax credits and other incentives you may need to get your new energy operation up and running.
Our experience includes:
- Clean Energy — addressing wind farm and clean energy technologies
- Construction Contracts — negotiating complex construction contracts to build out new infrastructure for alternative energy and renewable fuels, and assisting with green or sustainable building projects that are environmentally responsible and resource-efficient throughout a building’s life cycle
- Design & Performance — litigating design and performance issues with manufacturers of equipment used in wind farm and clean energy technologies
- Fracking — guiding through the regulatory, environmental and business issues unique to hydraulic fracking, including the siting, permitting, real estate and contractual issues as well as business activities such as trucking, sand production and chemical manufacture
- Interfaces — managing agricultural commodities and renewable-fuel interfaces, including downstream marketing and petroleum industry interfaces
- Labor — assisting with project labor agreements and other labor issues
Working with coal companies since 1980, we have guided clients through a host of operational issues and disputes and have seen the industry change. Today, we are leveraging our experience and knowledge in mining methods and practices, underground and surface equipment, and labor issues to our clients’ advantage.
We can assist your coal company with:
- Coal bed methane gas issues
- Commercial disputes
- Employment and labor law matters, for union and non-union operator employers
- Mineral conveyances
- MSHA and other federal and state regulatory issues
- Selling or buying former mine sites
- Subsidence litigation and mitigation
- Surface mine blasting
- Supply agreements
- Tort litigation
- Successfully defended a big-six refiner in a six-week jury trial in a test case involving four plaintiffs from among 550-plus plaintiffs. Aggregate claims among all plaintiffs totaled between $550 million to $1 billion.
- Successfully defended a big-six refiner in a lawsuit brought by franchisors seeking $300 million for alleged unlawful pricing and other breaches of franchise agreement.
- Consulted on marketing and PMPA issues related to a big-six refiner’s $2 billion divestment of a Texas refinery and related off-take and wholesaler supply agreements.
- Served as special counsel to a big-six refiner incident to the divestiture of a California refinery and associated downstream assets.
- Consulted with a venture capital firm on pre- and post-acquisition PMPA marketing issues arising from its acquisition of substantial East Coast major-branded retail assets with total marketing volume of 3.3 billion gallons of fuel annually, 12 terminals with 5.9 million barrel shell capacity and 2,400 branded gasoline stations.
- Handled the divestment of approximately 100 fuel sites in Arkansas, California, Colorado, Louisiana, New Mexico, Texas, Utah and Wyoming for petroleum marketer and convenience retailer with approximately 1,900 sites in the U.S. and Canada.
- Represented big-six refiner in unwinding a joint venture for wholesale and retail business in St. Louis, handling the sale of approximately 100 sites to a jobber and the associated negotiation and document preparation for supply, pipeline, terminal access and exchange arrangements.
- Served as co-counsel to a big-six refiner and other firms with divestment of the branded Indianapolis and Cincinnati markets to jobbers as well as the Kansas City market to a jobber.
- Represented a large petroleum jobber in the sale of 30-plus gas stations to Circle K for approximately $35 million. These sites included both fee owned and leased sites and some included co-located restaurant operators. The firm handled all aspects of the transaction including state tank fund issues, PMPA compliance, environmental due diligence, real estate transfer and due diligence and corporate governance issues related to the seller. The process was conducted through an auction and we worked with the investment banker to conduct the auction process to obtain the best possible value for the seller.
- Represented a big-six refiner in sales to jobbers of retail assets (100 sites) in the St. Louis market at sale prices totaling approximately $50 million.
- Extensive experience litigating PMPA issues, including successfully representing a big-six refiner in Coral Group, Inc. v. Shell Oil Co., 2013 U.S. Dist. LEXIS 113219 (W.D. Mo. Aug. 12, 2013); Sixas Gas Mart, Inc. v. Shell Oil Co., 2007 U.S. Dist. LEXIS 5421 (N.D. Ill. Jan. 18, 2007); and Jet, Inc. v. Shell Oil Company, 381 F.3d 627 (7th Cir. 2004).
- Successfully prosecuted claims to enforce brand covenants/deed restrictions critical to big-six refiners’ distribution networks in Connecticut, Illinois, Indiana, Kansas, Massachusetts, Michigan, Maryland, Ohio, Rhode Island, Virginia, Washington and Wisconsin. See, e.g., BP Prods. N. Am., Inc. v. Stanley, 669 F.3d 184 (4th Cir. 2012); Double Diamond Props., LLC v. BP Products North America Inc., 277 Fed. Appx. 312 (4th Cir. 2008); Double Diamond Props., LLC v. BP Products North America, Inc., 487 F. Supp. 2d 737 (E.D. Va. 2007); BP West Coast Prods., LLC v. Shalabi, 2013 U.S. Dist. LEXIS 111464 (W.D. Wash. Aug. 6, 2013).
- Settled, along with most of the other major refiners, the Temperature Correction MDL involving class actions in 28 states by all gasoline and diesel retail purchasers. Served on the Steering Committee, as well as other committees for a big-six refiner. Case impacted site signage and branding, and compliance with weights and measures laws that impact signage petroleum marketers can require at a retail location.
- Successfully represented a big-six refiner in litigation with jobbers and dealers to recover amounts owed to refiner, including in BP Prods. North America, Inc. v. Premier Oil Co., LLC, 2013 U.S. Dist. LEXIS 64889 (W.D. Tenn. May 7, 2013); BP Prods. North Am. Inc. v. Merritt Oil Co., 812 F. Supp. 2d 1297 (S.D. Ala. 2011); BP Prods. N. Am., Inc. v. McGuirk Oil Co., 2011 U.S. Dist. LEXIS 58897 (W.D. Ky. May 31, 2011).
- Defeated 100-dealer PMPA action in San Diego to enjoin termination of certain ARCO sites in Southern California for a big-six refiner. BP W. Coast Prods. LLC v. Crossroad Petroleum, Inc., 2012 U.S. Dist. LEXIS 56603 (S.D. Cal. Apr. 23, 2012).
- Advised a big-six refiner regarding all aspects of the creation and implementation of its national customer loyalty program for franchised retail locations
- Defending a big-six refiner in a class action alleging national and state subclass claims for breach of contract and deceptive advertising related to a consumer marketing program
- Represented a big-six refiner in a lawsuit to enforce client’s ROFR rights when jobber transferred approximately 25 client-branded retail sites to competitor; resolved through a multimillion-dollar settlement.
News & Insights
- “Refiners Re-entering Retail Face Legal Issues and Risks Formerly Eliminated or Reduced through Divestment”Oil + Gas Monitor, February 12, 2016