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Tesoro Refining & Marketing Company LLC v. Petroleum One, Inc.

United States District Court, C.D. California

March 3, 2014

TESORO REFINING & MARKETING COMPANY LLC, Plaintiffs,
v.
PETROLEUM ONE, INC.; HOSSEIN WAISIRI; RENNA BAIRAMI; and DOES 1-10, inclusive, Defendants.

ORDER GRANTING APPLICATION FOR DEFAULT JUDGMENT [23]

OTIS D. WRIGHT, II, District Judge.

I. INTRODUCTION

Before the Court is Plaintiff Tesoro Refining & Marketing Company, LLC's ("Tesoro") Motion for Default Judgment. (ECF No. 23.) This breach-of-contract case was filed on October 1, 2013. Defendants Petroleum One, Hossein Wasiri, and Renna Bairami have not answered the Complaint and have failed to appear. The Clerk of Court entered default on January 22, 2014, and Tesoro filed this Motion for Default Judgment on January 24, 2014. For the reasons discussed below, the Court GRANTS Plaintiff's Motion for Default Judgment.

II. FACTUAL BACKGROUND

Plaintiff Tesoro filed the Complaint against Defendants on October 30, 2013, alleging breach of contract/guaranty, unjust enrichment, fraud, open book account, and goods and services rendered. (ECF No.1.) All of the claims stem from Tesoro's allegation that Petroleum One failed to pay $328, 401.22 for fuel ordered between September 20, 2013 and September 29, 2013. ( Id .)

Defendant Petroleum One, LLC is a California corporation that operates a retail gas station in South Gate, California. (Kim Decl. ¶ 2.) Defendant Hossein Waisiri is the sole shareholder and President of Petroleum One. (Grnja Decl. Ex A, C.) Defendant Renna Bairami is his wife. (Mot. 3.) Tesoro sells and markets gas under the ARCO brand as a franchisor. ( Id at 3-4.)

In June 2011, BP Petroleum West Coast Products, LLC ("BPWCP"), another ARCO franchisor, entered into four agreements with the Defendants: (1) a Contract Dealer Gasoline Agreement ("Gasoline Agreement"); (2) an Area Bonus Payment Reimbursement Agreement ("ABPR Agreement"); (3) an Unconditional Guaranty - Franchise Agreement; and (4) an Unconditional Guaranty for the ABPR Agreement. (Grnja Decl. ¶¶ 3-6.) In June 2013, BPWCP assigned its rights under all of these contracts to Tesoro. ( Id .)

The Gasoline Agreement, between Petroleum One and BPWCP outlined Petroleum One's duties as an ARCO franchisee including: (1) ordering gas from BPWCP; (2) paying BPWCP for gas prior to delivery via Electronic Funds Transfer ("EFT"); and (3) indemnifying BPWCP for any claims arising out of the breach of the Gasoline Agreement. ( Id . at Ex. A.) BPWCP could terminate the agreement if Petroleum One failed to pay in a timely manner. ( Id .)

In the ABRP Agreement, between Petroleum One and BPWCP, Petroleum One agreed to return a $200, 000 "Area Bonus Payment" from BPWCP, if the Gasoline Agreement was terminated-for any reason-before ten years. ( Id . at Ex C.)

Under the Unconditional Guaranty - Franchise Agreement, Waisiri became personally liable to BPWCP for all debts incurred by Petroleum One under the Gasoline Agreement. ( Id . at Ex B.) Paragraph 7 holds Waisiri responsible for attorneys' fees and costs "incurred by BP in enforcing the Guaranty." ( Id .)

The Unconditional Guaranty - Area Bonus Payment Reimbursement Agreement between Waisiri, Bairami, and BPWCP, allowed BPWCP to demand immediate payment from Waisiri and Bairami if Petroleum One breached the ABPR agreement by failing to pay. ( Id . at Ex. D.) Waisiri and Bairami also agreed to pay attorneys' fees and costs that arose from any claim under the agreement. ( Id .)

On August 1, 2013-after BPWCP had assigned its contractual rights to Tesoro-Tesoro entered into a Continuing Guaranty with Waisiri, which personally obligated Waisiri for any debt Petroleum One owed Tesoro whether the liability arose from a direct interaction with or a right assigned to Tesoro. ( Id . at Ex F.) The Guaranty mandated that Waisiri pay all costs, including attorneys' fees, incurred by Tesoro to enforce the Guaranty. ( Id .)

Petroleum One placed fuel orders from September 20, 2013 to September 29, 2013 totaling $382, 401.22. (Compl. ¶¶ 19-30.) From September 20, 2013 to October 4, 2013, Tesoro received five unpaid invoices for the gasoline it delivered to Petroleum One. ( Id . at ¶¶ 31, 33-35.) Tesoro sent four emails to Waisiri between September 30, 2013 and October 4, 2013 advising him that the invoices were returned and demanding payment. ( Id . at ¶¶ 32-35.) On October 7, 2013, Tesoro sent Waisiri a Demand Notice informing him that Petroleum One was in default of the Gasoline Agreement and demanding immediate payment of $382, 401.22. ( Id . at ¶ 36.)

On October 11, 2013, Tesoro sent Petroleum One a Notice of Termination advising Petroleum One that (1) the relationship was being terminated because Petroleum One breached the Gasoline Agreement; (2) the termination of the Gasoline Agreement triggered the repayment of the $200, 000 Area Bonus Payment; and (3) Tesoro was demanding a total ...


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