Exxonmobil Oil Corporation v. Gasprom, Inc.

This disposition is not appropriate for publication and is not precedent*
except as provided by 9th Cir. R. 36-3.
The Honorable Suzanne B. Conlon, United States District Judge for**
the Northern District of Illinois, sitting by designation.
NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
EXXONMOBIL OIL CORPORATION,
Plaintiff-counter-defendant - Appellee,
v.
GASPROM, INC.,
Defendant-counter-claimant - Appellant.
No. 10-55610
D.C. No. 2:08-cv-07259-PSG-E
MEMORANDUM*
Appeal from the United States District Court
for the Central District of California
Philip S. Gutierrez, District Judge, Presiding
Argued and Submitted December 6, 2011
Pasadena, California
Before: PREGERSON and MURGUIA, Circuit Judges, and CONLON, District
Judge.**
FILED
DEC 21 2011
MOLLY C. DWYER, CLERK
U .S. C OU R T OF APPE ALS

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Because the parties are familiar with the facts and procedural history, we1
do not restate them here except as necessary to explain our decision.
2
Gasprom, Inc. (“Gasprom”) appeals the district court’s judgment in favor of
ExxonMobil Oil Corporation (“ExxonMobil”). We have jurisdiction pursuant to
28 U.S.C. § 1291 and we affirm.1
1. The district court did not err in granting ExxonMobil summary judgment
on Gasprom’s purported counterclaim for breach of contract. Federal Rule of Civil
Procedure 8(a)(2) requires that each claim in a pleading be supported by “a short
and plain statement of the claim showing that the pleader is entitled to relief.” A
claim complies with Rule 8(a)(2) only when the claim is stated with sufficient
particularity to “‘give the defendant fair notice of what the . . . claim is and the
grounds upon which it rests.’” Swierkiewicz v. Sorema N.A., 534 U.S. 506, 512
(2002) (quoting Conley v. Gibson, 355 U.S. 41, 47 (1957)). Under this rule, a
claim must contain “more than labels and conclusions” or a “formulaic recitation
of the elements of a cause of action.” Bell Atlantic Corp. v. Twombly, 550 U.S.
544, 555 (2007). Here, Gasprom failed to comply with Rule 8(a)(2) because it did
not give ExxonMobil sufficient notice that it was raising a breach of contract
counterclaim. The only reference to a breach of contract counterclaim in
Gasprom’s eighteen-page pleading is the following sentence in the introduction:

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Because the settlement agreement reinstated the franchise agreement, a2
breach of the franchise agreement was also a breach of the settlement agreement.
3
“In the alternative, Gasprom claims breach of the settlement agreement by
ExxonMobil.” This single sentence, buried at the end of an introductory
paragraph, was insufficient to put ExxonMobil on notice.
2. The district court’s factual findings are not clearly erroneous. See United
States v. 1.377 Acres of Land, 352 F.3d 1259, 1264 (9th Cir. 2003) (noting that a
district court’s findings of fact in a contract dispute are reviewed under the “clearly
erroneous” standard). The factual findings challenged by Gasprom are supported
by the testimony of ExxonMobil employees Ena Williams and David Watson.
Because the challenged factual findings are “plausible in light of the record viewed
in its entirety, . . . [we] cannot reverse . . . .” Marlyn Nutraceuticals, Inc. v. Mucos
Pharma GmbH & Co., 571 F.3d 873, 878 (9th Cir. 2009) (internal quotation marks
omitted).
3. The district court correctly found that Gasprom breached the parties’
franchise and settlement agreements. The franchise agreement expressly2
prohibited Gasprom from altering or improving the gas station property without
ExxonMobil’s “prior written consent.” The franchise agreement also prohibited
Gasprom from: (1) making “additions or alterations” to the leased equipment

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without “ExxonMobil’s prior written consent”; (2) permitting “anything prejudicial
to ExxonMobil’s title” to the leased equipment; or, (3) removing the leased
equipment or delivering the leased equipment to anyone but ExxonMobil or
ExxonMobil’s designee.
4. The district court’s findings of fact, which were not clearly erroneous,
preclude Gasprom’s affirmative defense of equitable estoppel. Under California
law, the party asserting an equitable estoppel defense must show that the other
party was apprised of the true state of facts. See Granite State Ins. Co. v. Smart
Modular Technologies, Inc., 76 F.3d 1023, 1028 (9th Cir. 1996). The district
court’s factual finding that ExxonMobil was unaware of the true nature of
Gasprom’s renovation project at the time of issuing the memorandum of
preliminary review precludes Gasprom from prevailing on its affirmative defense
of equitable estoppel.
5. The district court’s award of $3,700 in compensatory damages to
ExxonMobil is amply supported by the record. ExxonMobil engineer Andre Reed
testified that, after ExxonMobil learned there was a conflict between
ExxonMobil’s site plan and Gasprom’s site plan, ExxonMobil spent $3,700
surveying the Gasprom site so it could redesign its new Enhanced Vapor Recovery
system.

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5
6. The district court did not abuse its discretion when it awarded
$297,991.90 in attorneys’ fees to ExxonMobil. See Kona Enter., Inc., v. Estate of
Bishop, 229 F.3d 877, 883 (9th Cir. 2000) (noting that a district court’s award of
attorneys’ fees under state law is reviewed for abuse of discretion). The district
court carefully considered the work done by ExxonMobil’s attorneys in obtaining
summary judgment on Gasprom’s counterclaims and ExxonMobil’s success on its
claims for breach of contract and injunctive relief.
AFFIRMED.

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