Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

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Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

BRANFORD QUICK MART, LLC, ET AL. v. ALDIN
ASSOCIATES LIMITED PARTNERSHIP
(AC 47519)
Alvord, Moll and Pellegrino, Js.

Syllabus

The plaintiff service station owners appealed from the trial court’s judgment
for the defendant in their action alleging, inter alia, that the defendant’s
termination of certain lease agreements was in violation of the Connecticut
Petroleum Franchise Act (§ 42-133j et seq.). The plaintiffs claimed that the
court improperly rendered judgment for the defendant because the protec-
tions of the petroleum franchise act applied to the contractual relationships
between the parties. Held:

The trial court properly rendered judgment for the defendant on the plain-
tiffs’ claims, as the plaintiffs were not “retailers” within the meaning of the
petroleum franchise act and, therefore, there was no franchise relationship
entitling them to protection under that act.

(One judge dissenting)

Argued September 16, 2025—officially released January 27, 2026

Procedural History

Action, inter alia, seeking a judgment declaring that
the defendant’s termination of certain lease agreements
violated the Connecticut Petroleum Franchise Act, and
for other relief, brought to the Superior Court in the
judicial district of New Haven and tried to the court,
Hon. Jon C. Blue, judge trial referee; judgment for the
defendant, from which the plaintiffs appealed to this
court. Affirmed.
John J. Morgan, for the appellants (plaintiffs).
Theodore W. Heiser, for the appellee (defendant).

Opinion

ALVORD, J. The plaintiffs, Branford Quick Mart,
LLC, Seaport Quick Mart, LLC, and Dayville Quick
Mart, LLC,1 appeal from the judgment of the trial court
1
When appropriate, Branford Quick Mart, LLC, Seaport Quick Mart,
LLC, and Dayville Quick Mart, LLC, collectively will be referred to as
the plaintiffs.
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

rendered in favor of the defendant, Aldin Associates
Limited Partnership, in this action alleging that the
defendant’s termination of lease agreements was in
violation of the Connecticut Petroleum Franchise Act
(petroleum franchise act), General Statutes § 42-133j
et seq. On appeal, the plaintiffs claim that the court
improperly rendered judgment for the defendant because
the protections of the petroleum franchise act apply to
the contractual relationships between the parties.2 We
affirm the judgment of the trial court.
The following stipulated facts, as recited by the trial
court, and procedural history are relevant to our resolu-
tion of this appeal. “There are three plaintiffs. Branford
Quick Mart, LLC, operates a business in Branford. Sea-
port Quick Mart, LLC, operates a business in Mystic.
Dayville Quick Mart, LLC, operates a business in Day-
ville. . . . Each [plaintiff] operates a convenience store
and gas station. The sole defendant . . . leases convenience
stores (not the surrounding properties) to the plaintiffs.
In addition, [the defendant] provides motor fuels which
‘are sold to the retail public.’ . . .
“Pursuant to contractual provisions, [the plaintiffs
sell] ‘motor gasoline and other petroleum products
“for the account of” ’ [the defendant]. [The defendant]
arranges deliveries of motor fuels to each location. The
fuels are then sold to retail customers under a trade-
mark owned or controlled by a refiner of motor fuels. . .
. [The plaintiffs have] ‘no involvement in the purchase,
negotiation, transport, or otherwise with respect to
the petroleum products delivered to the station.’ [The
plaintiffs do] not pay for motor fuel equipment. [The
defendant] owns the underground storage tanks and is
responsible for their cleanup and repair. If a petroleum
2
Although the plaintiffs identify four issues in the statement of
issues in their principal appellate brief, the issues are closely related
and, accordingly, we consider them together.
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

product is lost in transit, [the defendant] remains at risk
for the loss. . . .
“A ‘Commissioned Agent Agreement’ between the
parties further clarifies the question of ownership of the
motor fuels sold at the service stations. ‘All such motor
fuels shall be and remain the property of [the defendant]
until sold to retail customers, and the proceeds therefrom
shall be and remain the sole property of [the defendant]
and shall be held in trust by [the plaintiffs] for the benefit
and account of [the defendant] and shall be accounted
for by [the plaintiffs].’ [The defendant] ‘shall have sole
responsibility to establish the retail prices at its discre-
tion for motor fuels sold at the Service Station, and [the
plaintiffs] shall sell motor fuels at the retail prices so
established by [the defendant], and shall change retail
prices upon notice from [the defendant] . . . .’
“The leases in question differ slightly as to dates, but
the precise dates and other details are unimportant. The
Convenience Store Lease between [the defendant] and
Branford Quick Mart [LLC] . . . is representative. The
lease was executed by the parties on February 21, 2012.
By its terms, it ended on the tenth anniversary of that
document unless previously terminated. [The defendant]
further had the right to terminate the lease without
liability to [Branford] Quick Mart [LLC] by providing
120 days written notice of termination to [Branford]
Quick Mart [LLC]. . . .
“In September and October, [2021, the defendant]
delivered appropriate notices of termination to each
plaintiff. . . .
“This action was commenced by service of process on
February 14, 2022. . . . The complaint consists of two
counts. Count one alleges a violation of the [petroleum
franchise act]. Count two alleges a violation of the Con-
necticut Unfair Trade Practices Act . . . General Statutes
§ 42-110b et seq. In addition to seeking damages, the com-
plaint seeks a declaratory judgment that the termination
of lease notices violate [the petroleum franchise act] and
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

an injunction barring [the defendant] from terminating
the leases in question without further order of the court.
“The case was scheduled for a trial to the court on
January 26, 2024. Counsel for the parties appeared on
that date and agreed on the record that, in lieu of calling
witnesses, they would agree to (1) bifurcate the issue of
damages from the issues of declaratory and injunctive
relief . . . and (2) present the case with respect to declara-
tory and injunctive relief by way of a stipulation of facts.
The proposed stipulation . . . was filed on February [6],
2024. Following poststipulation briefing, the case was
argued on March 11, 2024.” (Citations omitted.)
On March 14, 2024, the trial court, Hon. Jon C. Blue,
judge trial referee, rendered judgment in favor of the
defendant, finding that the relationship between the
parties did not constitute franchises for purposes of
protection under the petroleum franchise act. The court
examined the language of the petroleum franchise act,
the related federal law, and cases interpreting both. The
plaintiffs filed a motion for reconsideration, which was
denied. This appeal followed.
Because our review of the trial court’s legal determina-
tion turns on a question of statutory interpretation, we
exercise plenary review. See Civic Mind, LLC v. Hart-
ford, 229 Conn. App. 615, 637, 328 A.3d 225 (2024),
cert. denied, 351 Conn. 919, 333 A.3d 103 (2025). “When
construing a statute, [o]ur fundamental objective is to
ascertain and give effect to the apparent intent of the
legislature. . . . In seeking to determine that meaning,
General Statutes § 1-2z directs us first to consider the
text of the statute itself and its relationship to other
statutes. If, after examining such text and considering
such relationship, the meaning of such text is plain and
unambiguous and does not yield absurd or unworkable
results, extratextual evidence of the meaning of the
statute shall not be considered. . . . It is a basic tenet of
statutory construction that [w]e construe a statute as
a whole and read its subsections concurrently in order
to reach a reasonable overall interpretation.” (Internal
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

quotation marks omitted.) Id., 637–38. “When a statute
is not plain and unambiguous, we also look for interpre-
tive guidance to the legislative history and circumstances
surrounding its enactment, to the legislative policy it was
designed to implement, and to its relationship to existing
legislation and [common-law] principles governing the
same general subject matter . . . . The test to determine
ambiguity is whether the statute, when read in context,
is susceptible to more than one reasonable interpreta-
tion.” (Internal quotation marks omitted.) Gonzalez v.
O & G Industries, Inc., 322 Conn. 291, 302–303, 140
A.3d 950 (2016).
We begin our analysis with the language of General
Statutes § 42-133l (a), which provides in relevant part
that “[n]o franchisor shall . . . terminate, cancel or fail
to renew a franchise, except for good cause shown . . . .”
In the present case, the defendant does not argue that
it had good cause to issue notices of termination to the
plaintiffs; rather, it argues that the notices did not ter-
minate franchises within the meaning of § 42-133l (a).
Whether the notices terminated franchises under the
statute turns on whether the plaintiffs are “retailers.”
See General Statutes § 42-133k (defining “ ‘[f]ranchise’ ”
as “any contract (A) between a refiner and a distributor;
(B) between a refiner and a retailer; (C) between a distrib-
utor and another distributor; or (D) between a distributor
and a retailer, under which a refiner or distributor, as the
case may be, authorizes or permits a retailer or distribu-
tor to use, in connection with the sale, consignment, or
distribution of motor fuel, a trademark which is owned
or controlled by such refiner or by a refiner which sup-
plies motor fuel to the distributor which authorizes or
permits such use”). The plaintiffs contend that they are
retailers within the meaning of § 42-133k, which does
not separately define that term. We construe the statute
to be ambiguous in this regard. See Dunn v. Northeast
Helicopters Flight Services, LLC, 346 Conn. 360, 378,
290 A.3d 780 (2023); see also Lopez v. William Raveis
Real Estate, Inc., 343 Conn. 31, 42, 272 A.3d 150 (2022)
(“When silence renders a statutory provision ambiguous
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

with respect to [the issue at hand], our analysis is not
limited by . . . § 1-2z . . . . In addition to the words of
the statute itself, we look to . . . the legislative history
and circumstances surrounding its enactment, to the
legislative policy it was designed to implement, and to
its relationship to existing legislation and [common-law]
principles governing the same general subject matter.”
(Internal quotation marks omitted.)).
It is necessary, therefore, to review the history of the
statute, case law addressing it, and analogous federal law.
In 1977, Connecticut enacted the petroleum franchise
act. Public Acts 1977, No. 77-493, §1. The legislative
findings state: “The legislature of the state of Connecti-
cut finds and declares that the distribution and sales of
gasoline and petroleum products through franchises
within the state of Connecticut, including the rights and
obligations of suppliers and dealers, vitally affects its
general economy. In order to promote the public interest
and public welfare, to avoid undue control of the dealer by
suppliers, to foster and keep alive vigorous and healthy
competition for the benefit of the public by prohibiting
practices through which fair and honest competition is
destroyed or prevented, to promote the public safety, to
prevent deterioration of facilities for servicing motor
vehicles on the highways of the state, to prevent dealers
from unnecessarily going out of business thereby result-
ing in unemployment with loss of tax revenue to the state
and its resultant undesirable consequences, and to offset
evident abuses within the petroleum industry as a result
of inequitable economic power, it is necessary to legislate
standards pursuant to the exercise of the police power of
this state governing the relationship between suppliers
and distributors of gasoline and petroleum products and
the dealers within the state who sell those products to
the public.” General Statutes § 42-133j (a).
The petroleum franchise act, as originally enacted
in 1977, incorporated language from the Connecticut
Franchise Act (general franchise act), General Statutes
§§ 42-133e through 42-133h, in defining franchise as “an
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

oral or written agreement or arrangement in which (1) a
franchisee is granted the right to engage in the business
of offering, selling or distributing motor vehicle fuels
and oils and other related products and offering or selling
services associated with such products and with gasoline
service stations under a marketing plan or system . . . and
(2) the operation of the franchisee’s business pursuant
to such plan or system is substantially associated with
the franchisor’s trademark . . . .” General Statutes (Rev.
to 1979) § 42-133k (b).
In 1978, Congress enacted the federal Petroleum Mar-
keting Practices Act (PMPA), Pub. L. No. 95-297, 92
Stat. 322 (1978), codified at 15 U.S.C. § 2801 et seq.,
which governs the termination of franchise relation-
ships with respect to the sale of motor fuel. “The PMPA
was passed to alleviate concern that franchise dealers
could be subjected to unfair treatment by the supplier
of their principal sales item, motor fuel. Specifically,
it was designed to protect against the arbitrary or dis-
criminatory termination or nonrenewal of a motor fuel
franchise.” Farm Stores, Inc. v. Texaco, Inc., 763 F.2d
1335, 1339 (11th Cir.), cert. dismissed, 474 U.S. 1039,
106 S. Ct. 609, 88 L. Ed. 2d 586 (1985). “The PMPA,
therefore, was drafted so as to prohibit the termination
or nonrenewal of a franchise unless that termination or
nonrenewal is based on one of the permissible reasons
set forth in [15 U.S.C.] § 2802 and given in compliance
with the procedural notice requirements set forth in
[15 U.S.C.] § 2804.” Id. “Congress intended the PMPA
to apply only to the franchise relationship between a
‘refiner,’ ‘distributor,’ or ‘retailer’ of motor fuels under
a brand name”; id., 1339–40; and the PMPA defines each
of those terms. “Unless the parties meet the statutory
definition of one of those terms, there is no coverage
under the PMPA and general contractual principles
govern.” Id., 1340.
In 1986, the United States District Court for the Dis-
trict of Connecticut was presented with the question of
whether, under the terms of the petroleum franchise
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

act, a defendant service station operator was engaged in
the business of offering or selling motor gasoline such
that it fell within the meaning of the term “franchisee.”
Automatic Comfort Corp. v. D & R Service, Inc., 627 F.
Supp. 783, 786–87 (D. Conn. 1986) (Automatic Comfort).
The court rendered judgment for the plaintiff on the
defendant’s counterclaim under the petroleum franchise
act on the basis that the contract between the defendant
and the plaintiff was not a franchise.3 Id., 787. The court
reasoned: “The question can best be analyzed by measur-
ing how far [the] defendant is from the situation of a pure
employee, who merely takes money and hands it over to
his employer. To be a franchise, the franchisee must be
engaged in the business of offering or selling gasoline. In
actuality it is the plaintiff who is offering/selling gaso-
line to the public. It owns the station. It buys the gasoline.
It arranges for the acquisition of the gasoline and delivers
3
The agreement:
“(a) Vested defendant with the right to operate and manage two sta-
tions at which gasoline is sold, subject to extensive, detailed control
by plaintiff over the manner in which the business was conducted,
including the sale price.
“(b) Entitled defendant to a commission in fixed amounts per unit for
sales of gasoline, anti-freeze and cigarettes as well as other products
supplied by plaintiff.
“(c) Obliged plaintiff to supply gasoline, anti-freeze and cigarettes.
“(d) Required the sale of a brand of gasoline supplied by plaintiff to
each station.
“(e) Permitted defendant to sell associated products as plaintiff per-
mitted.
“(f) Obliged defendant to collect cash and process credit cards for plain-
tiff’s account, deducting from the cash its commissions and depositing
the net in plaintiff’s bank account.
“(g) Obliged defendant to account to plaintiff for gasoline delivered
to each station.
“(h) Obliged defendant to maintain the equipment except as to ordi-
nary wear and tear.
“(i) Obliged defendant to keep the property clean and well lighted,
protected by a security alarm, and clear of snow and ice.
“(j) Obliged defendant to specific minimum hours of operation.
“(k) Obliged defendant to hire necessary employees and to discharge
all legal obligations to employees.
“(l) Obliged defendant to submit to inspections and audits by plaintiff
to verify compliance.” Automatic Comfort Corp. v. D & R Service, Inc.,
supra, 627 F. Supp. 785.
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

it to the stations. It sets the prices. It is at risk for any
loss of the gasoline at the station except by reason of
fault on the part of [the] defendant. As discussed in the
prior memorandum of decision, [the] defendant was not
at any substantial market risk, nor did it have any sub-
stantial indicia of entrepreneurial responsibility. [The]
defendant was not engaged in the business of offering or
selling gasoline. It was the temporary custodian of the
gasoline, the caretaker of the property, the cashier, all
as part of [the] plaintiff’s business.” Id., 786.
The court in Automatic Comfort rejected the plain-
tiff’s contention that the fact that the defendant did not
take title to the gas was dispositive, reasoning that the
“[d]efendant’s rights and responsibilities are very close
to the sale process, but the statutory phrase—engaged in
the business of offering/selling—is not so narrow, reflec-
tive of the state’s intention to extend more broadly the
protection of the statutory scheme. However, the narrow
scope of the discretion exercisable by [the] defendant,
the close control and supervision exercisable by [the]
plaintiff over the operation, so limits [the] defendant’s
activities as to preclude its being found to be engaged in
the business of offering/selling gasoline and oil products
at retail. [The] defendant was not a licensed retailer—
[the] plaintiff was. [The] defendant was not an employee.
By the contract terms, it was an independent business
entity. But the range of what [the] defendant does in that
capacity is markedly limited. [The] defendant performs
an extremely restricted role as part of the business of
offering/selling gasoline at retail.” Id.

Finally, the court in Automatic Comfort examined
the purpose of the petroleum franchise act, noting that
the “statutory definition of a franchise is not absolutely
clear.” Id. Citing the legislative findings and purpose
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

contained in § 42-133j, the court stated that “[a] find-
ing that [the] defendant is not within the [petroleum
franchise act’s] protection does not run counter to any
of the concerns and purposes set forth in the statute.
While [the] plaintiff has tendered [the] defendant an
arrangement which vested very little autonomy in [the]
defendant and thus has flexed its substantially greater
bargaining power, it has not adversely affected the flow
of gasoline to a competitive market place. It will continue
to sell its gasoline at the same locations, but presum-
ably with someone other than [the] defendant collect-
ing the payments. While [the] defendant’s hopes, and
perhaps expectations, of a share in the profit from sales
to the public is not upheld here, one with a substantial
investment in the business is thus not being squeezed
out. To be sure, [the] defendant probably has invested
considerable time in the operation, but it was paid for
that in the form of its commissions. That its profit may
not have been what was hoped for could be the result of
an optimistic calculation. It may also be due to other
factors beyond [the] defendant’s control. Nonetheless,
it was a bargain [the] defendant made and cannot expect
the court to reform unilaterally. There is no showing
that any uniqueness at either station resulted from [the]
defendant’s innovation or effort. The patronage, absent
evidence to the contrary, would appear to have been
based on product identification, location, lighting, price
and other factors not innovative with [the] defendant.
Though no doubt a courteous cashier, a helpful attendant,
extra service to customers, super cleanliness or other
marks of an operator’s input, though not shown here,
might play some role in the volume sold, the significance
of any such innovation on the part of [the] defendant is
not part of this record. The court cannot speculate in
these matters. Thus, Connecticut’s wish to protect the
investment of time and money, which generate good will
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

for operators whose personal touch was manifest, does
not embrace [the] defendant’s operations which have
not been shown to have been conducive to such value
creation. Thus, the court cannot find that the nature
of [the] defendant’s operation is such as to be within
the language of the [petroleum franchise act] as it may
be construed to accomplish the purposes of [that act].”
Id., 786–87. Accordingly, the court concluded that “the
parties’ contract did not frame a relationship which Con-
necticut has defined as a franchise.”4 Id., 787.
4
Our Supreme Court in Getty Petroleum Marketing, Inc. v. Ahmad,
253 Conn. 806, 757 A.2d 494 (2000), considered whether certain written
agreements created franchises within the meaning of General Statutes
§ 42-133f (a) of the general franchise act. Although it was “not disputed
that the agreements do not establish franchises that are subject to the
provisions of the petroleum franchise act”; id., 810 n.4; we nevertheless
find the court’s discussion relevant.
Our Supreme Court reversed the judgment of the trial court, which
had determined that “franchises existed between the parties that were
subject to the general franchise act, which requires that a franchisee
‘engage in the business of offering, selling or distributing goods or
services under a marketing plan or system . . . .’ General Statutes
§ 42-133e (b).” Getty Petroleum Marketing, Inc. v. Ahmad, supra, 253
Conn. 812. The court considered that the agreements’ terms provided
that the plaintiff would deliver and set the price for the gasoline, the
plaintiff retained ownership of the gasoline following delivery until the
gasoline was sold to the plaintiff’s customers, the plaintiff owned all
income and accounts receivable arising out of the sale of the gasoline,
the defendants were identified as commissioned agents and were paid
a commission for each gallon of gasoline sold through the plaintiff’s
marketing equipment, the defendants were required to deposit proceeds
of the sales promptly into the plaintiff’s drop safes, and the defendants
operated independent convenience stores at the locations leased from the
plaintiff. Id., 813–14. On the basis of these terms, the court determined
that “the defendants did not bear the burden of marketplace risk that
is indicative of an independent business operator.” Id., 818.
Accordingly, our Supreme Court concluded: “Because the plaintiff
was selling its own gasoline, with the defendants acting as commission
agents to facilitate the exchange, we conclude that there was insuffi-
cient evidence to establish that the defendants had any entrepreneurial
responsibility as to the sale of gasoline or the gasoline itself. While it
may be that the defendants assumed entrepreneurial responsibility for
the convenience stores that they operated at the premises, the only goods
sold under the plaintiff’s trademark were the plaintiff’s gasoline, motor
oil and other promotional items. . . . The defendants were functioning
as service station managers responsible for seeing that the gasoline was
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

In 1991, the Connecticut legislature amended the
petroleum franchise act.5 Public Acts 1991, No. 91-195.
During the General Law Committee meeting held on
March 19, 1991, then Attorney General Richard Blu-
menthal testified that “[c]ertain franchises presently
are not covered by the act that provides protections to
franchisees, and this bill will provide greater [clarity] in
the law and therefore greater protection by expanding
the definition of franchise, franchisor and franchisee in
the Connecticut law to include types of relationships.
Particularly one that came to my attention involving
gasoline station franchisee, that currently are not cov-
ered in the law.” Conn. Joint Standing Committee Hear-
ings, General Law, Pt. 4, 1991 Sess., p. 921.
Other individuals testified before the General Law
Committee, including A.J. Barr, an attorney represent-
ing the Connecticut Gasoline Retailers Association. See
Conn. Joint Standing Committee Hearings, supra, p. 948.
Barr testified: “It may seem hard to believe, but we have
sold and that payments were collected and forwarded to the plaintiff.
Because the defendants did not own the gasoline or assume any substan-
tial market risk in its sale, we conclude that they were not retailers in
the business of selling gasoline as independent business operators. They
were rather, as the court in Automatic Comfort Corp. v. D & R Service,
Inc., supra, 627 F. Supp. 786, stated, the ‘temporary custodian[s] of the
gasoline, the caretaker[s] of the property, the cashier[s], all as part of
[the] plaintiff’s business.’ Because the defendants were not engaged in
the business of offering, selling or distributing the gasoline, they were
not franchisees under the general franchise act.” (Citation omitted.)
Getty Petroleum Marketing, Inc. v. Ahmad, supra, 253 Conn. 818–19.
Finally, our Supreme Court noted that its determination was consis-
tent with the purpose of the general franchise act, which it described
as protecting “independent business persons who have assumed an
entrepreneurial role and who face the risk of the market.” Id., 819.
To conclude otherwise would be to “blur the distinction between the
entrepreneur and one who acts as an agent for another in selling a
product.” Id., 820. Accordingly, the court found that the defendants
were not afforded protection pursuant to the general franchise act. Id.
5
The plaintiffs argue that the trial court improperly relied on Auto-
matic Comfort, maintaining that it was legislatively overruled by the
1991 amendment. Although Automatic Comfort addressed the pre-1991
version of the petroleum franchise act, its analysis of the parties’ rela-
tionship continues to provide guidance.
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

had federal district judges in this state, say, oh, Shell
stations, ARCO, Gulf, those aren’t franchises under
our franchise definition. They’ve said that the typical
service station sitting on your corner is not a petroleum
product franchise. I guess my question has been to them,
what is a petroleum product franchise? A Dairy Queen?
I mean, if service stations aren’t petroleum product
franchises apparently they don’t exist. The problem is
that the courts have said, well, in our definition section,
we speak of marketing plan. And that the oil companies
don’t dictate a marketing plan. We feel they’re wrong.
But that’s between us and the courts. What we have
said is, look let’s cut through this, let’s get down to
protecting the franchises. This Act, [§§ 42-133j through
42-133n], talks about no one but service stations, so we
can’t confuse it with someone else. I believe the easiest
way to remedy the problem is simply to say, as was said
in Proposed SB385, definition of franchisee, franchiser
and franchise, is that as contained in [the PMPA]. . . .
“All we’re saying is we’re getting hung up on defini-
tions. We all know it’s a service station. You look at a
Shell station, you’re going to tell me that’s not a ser-
vice station? The courts have gotten hung up on the
definition. They have recognized the oil companies have
not argued that these are franchises under the federal
franchise act, they have just said you’re not a franchise
under the state franchise act, thus you have no state
franchise protection. So, I’m saying make it very easy.
Simply say, we incorporate the definition that’s in the
federal franchise [act], the [PMPA].” Conn. Joint Stand-
ing Committee Hearings, supra, pp. 948–49.
Barr continued: “[I]n order to make the statute cover
service stations, which is what it was passed to cover,
we would delete lines 91, starting with ‘a franchise is
granted.’ We would delete [lines] 91 through 110, which
ends by saying ‘retailer.’ From [lines] 110 to 133, is
exactly the language in the federal [PMPA]. That is
what we wish the state to adopt as our definition. It
seems almost incomprehensible to believe that we’re a
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

service station franchise under federal law, but we’re
not a service station franchise under state law. I think
the expression is a rose is a rose is a rose, no matter what
you call it.” Conn. Joint Standing Committee Hearings,
supra, pp. 950–51.
The 1991 amendments to the petroleum franchise act
adopted verbatim the PMPA’s statutory definitions of
franchise, franchisor, and franchisee. Thus, § 42-133k
(1) defines a “ ‘[f]ranchise’ ” as “any contract (A) between
a refiner and a distributor; (B) between a refiner and
a retailer; (C) between a distributor and another dis-
tributor; or (D) between a distributor and a retailer,
under which a refiner or distributor, as the case may be,
authorizes or permits a retailer or distributor to use, in
connection with the sale, consignment, or distribution
of motor fuel, a trademark which is owned or controlled
by such refiner or by a refiner which supplies motor fuel
to the distributor which authorizes or permits such use.”
Further, § 42-133k (2) provides that a “ ‘[f]ranchise’
includes (A) any contract under which a retailer or dis-
tributor, as the case may be, is authorized or permitted
to occupy leased marketing premises, which premises are
to be employed in connection with the sale, consignment,
or distribution of motor fuel under a trademark which is
owned or controlled by such refiner or by a refiner which
supplies motor fuel to the distributor which authorizes
or permits such occupancy; (B) any contract pertaining
to the supply of motor fuel which is to be sold, consigned
or distributed (i) under a trademark owned or controlled
by a refiner; or (ii) under a contract which has existed
continuously since May 15, 1973, and pursuant to which,
on May 15, 1973, motor fuel was sold, consigned or
distributed under a trademark owned or controlled on
such date by a refiner; and (iii) the unexpired portion of
any franchise, as defined by the preceding provisions
of this paragraph, which is transferred or assigned as
authorized by the provisions of such franchise or by any
applicable provision of state law which permits such
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

transfer or assignment without regard to any provision
of the franchise.”
A “ ‘[f]ranchise relationship’ ” under § 42-133k (3) is
defined as “the respective motor fuel marketing or distri-
bution obligations and responsibilities of a franchisor and
a franchisee which result from the marketing of motor
fuel under a franchise.” “ ‘Franchisor’ means a refiner
or distributor, as the case may be, who authorizes or per-
mits, under a franchise, a retailer or distributor to use a
trademark in connection with the sale, consignment, or
distribution of motor fuel.” General Statutes § 42-133k
(4). Finally, a “ ‘[f]ranchisee’ ” is defined as “a retailer
or distributor, as the case may be, who is authorized
or permitted, under a franchise, to use a trademark in
connection with the sale, consignment, or distribution
of motor fuel.” General Statutes § 42-133k (5).
The 1991 amendments to the petroleum franchise act
did not separately define all terms that are separately
defined within the PMPA. Retailer is one such term that
was left undefined in the 1991 amendments. The PMPA
defines retailer as “any person who purchases motor fuel
for sale to the general public for ultimate consumption.”
15 U.S.C. § 2801 (7) (2018). As stipulated, the plaintiffs
do not have any involvement in the purchase of motor fuel
and, thus, they do not satisfy the definition of retailer
under the PMPA.
Federal courts have had occasion to address the defini-
tional terms contained within the PMPA. In Farm Stores,
Inc. v. Texaco, Inc., supra, 763 F.2d 1335, the United
States Court of Appeals for the Eleventh Circuit deter-
mined that a gas station operator was not a retailer within
the meaning of the PMPA because it did not purchase
motor fuel. Id., 1340. The court set forth the statutory
language and explained: “Congress intended the PMPA
to apply only to the franchise relationship between a
‘refiner,’ ‘distributor,’ or ‘retailer’ of motor fuels under
a brand name. Unless the parties meet the statutory
definition of one of these terms, there is no coverage
under the PMPA and general contractual principles
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

govern.” Id., 1339–40. In analyzing whether the gas
station operator was a retailer, the court considered that
the operator did not “(i) pay for the gasoline inventory
until it was sold; (ii) take title; (iii) pay ad valorem taxes
on the gasoline inventory; (iv) bear the risk of loss of the
gasoline (except for its own carelessness); (v) retain any
funds from the sale of the gasoline to motorists; (vi) set
the price or assume the market risk in fluctuations in
gasoline prices; (vii) pay sales taxes or extend credit to
motorists on resale; and (viii) hold a gasoline retailers
business license.”6 Id., 1340.
With this legislative and case law history in mind,
we now turn to the plaintiffs’ first contention that the
Connecticut legislature, in adopting four definitions
from the PMPA, rejected the remaining definitional sec-
tions. They contend that the omission of the definitional
sections means that “a different intention existed.” We
note that the legislature in 1991 included five definition
provisions, two of which addressed the term “ ‘[f]ran-
chise,’ ” and the remaining three define “ ‘[f]ranchise
relationship,’ ” “ ‘[f]ranchisor,’ ” and “ ‘[f]ranchisee.’ ”
General Statutes § 42-133k (1) through (5). Those five
definition provisions are substantively the same as the
first four definition provisions under the PMPA. See
15 U.S.C. § 2801 (1) through (4) (2018). The PMPA,
however, goes on to include fifteen additional defini-
tion sections, many of which define terms also found
in the petroleum franchise act. This includes “refiner,”
“distributor,” “marketing premises,” “leased market-
ing premises,” “contract,” “trademark,” “motor fuel,”
“failure,” “fail to renew,” and “affiliate.” See 15 U.S.C.
§ 2801 (5), (6), (8), and (9) through (15) (2018). We are
6
The plaintiffs argue that the trial court in the present case improp-
erly relied on Farm Stores, Inc. v. Texaco, Inc., supra, 763 F.2d 1335,
on the basis that “the sole proposition for which [that case] stands is
that hourly employees cannot be construed as ‘constructive retailers’
or ‘constructive distributors’ where they were not protected under any
statutory regime.” (Emphasis in original.) Although the contractual
arrangement at issue in that case was distinct from the present case in
that it required the defendant to pay the operator a fixed hourly rate
for operating the station regardless of whether any gasoline was sold,
we nevertheless find the analysis relevant.
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

not persuaded that the legislature’s failure to define sepa-
rately each of these terms, as Congress did in enacting
the PMPA, requires us to conclude that the legislature
intended different meanings for each of these terms.
This is especially true in light of the fact that the terms
“retailer” and “distributor” are used identically in the
state and federal definitions of “franchise.” See General
Statutes § 42-133k (1) and (2); 15 U.S.C. § 2801 (1). Under
these circumstances, we cannot conclude that the absence
of separate definitions necessitates the conclusion that
the legislature intended these terms to have different
definitions from the PMPA.7
The defendant responds that, because the term
“retailer” is undefined in the petroleum franchise
act, the trial court correctly looked to the diction-
ary definition of that term. At the time of the stat-
ute’s amendment, Black’s Law Dictionary defined
“[r]etailer” as “[a] person engaged in making sales
to ultimate consumers. One who sells personal or
household goods for use or consumption.” Black’s
Law Dictionary (6th Ed. 1990) p. 1315. In the present
7
The plaintiffs briefly suggest that “[t]he defendant’s construction
would make the [petroleum franchise act] effectively coextensive with
the PMPA. We submit that construction is totally illogical—not only
because the legislature manifestly did not copy the entire PMPA sec-
tion, but because if they had, the likelihood of preemption increased
dramatically.”
Title 15 of the United States Code, § 2806 (a) (1), provides: “To the
extent that any provision of this subchapter applies to the termination
(or the furnishing of notification with respect thereto) of any franchise,
or to the nonrenewal (or the furnishing of notification with respect
thereto) of any franchise relationship, no State or any political subdi-
vision thereof may adopt, enforce, or continue in effect any provision
of any law or regulation (including any remedy or penalty applicable
to any violation thereof) with respect to termination (or the furnish-
ing of notification with respect thereto) of any such franchise or to the
nonrenewal (or the furnishing of notification with respect thereto) of
any such franchise relationship unless such provision of such law or
regulation is the same as the applicable provision of this subchapter.”
(Emphasis added.)
The plaintiffs fail to expound on how construing the definition of
retailer to be consistent with the definition contained in the PMPA
increases the “likelihood of preemption,” considering the express terms
of 15 U.S.C. § 2806.
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

case, the court reasoned that, although the motor fuel
is sold to the public, it is not sold by the plaintiffs
but rather by the defendant. The defendant owns
the motor fuel until such time as it is transferred
to a motorist’s tank. The plaintiffs may be agents
of the seller, but they are not the seller. Thus, the
court concluded that it is the defendant rather than
the plaintiffs that is the retailer.8 We agree with the
trial court’s analysis.
8
The plaintiffs assert that two Superior Court decisions are instruc-
tive. First, in Fenix Group, LLC v. GPM Investments, LLC, Docket No.
CV-XX-XXXXXXX-S, 2023 WL 369986 (Conn. Super. January 17, 2023)
(Fenix), the court concluded that there existed a franchise relationship
between Fenix Group, LLC (Fenix), which operated a gasoline service
station and convenience store, and GPM Investments, LLC (GPMI), the
sole supplier of petroleum products for sale at the premises. Id., *1,
4. Pursuant to the parties’ “consignment supply agreement,” GPMI
agreed to furnish Fenix with petroleum products to be sold from the
premises, which entire premises were the subject of a “sublease agree-
ment” between the parties. Id., *1. “From 2016 to early in 2018, Fenix
operated a Valero gasoline service station and convenience store at the
Bristol premises. GPMI was the sole supplier of petroleum products for
sale there and set the prices at which those products were to be sold.
Fenix had paid GPMI security deposits for rent due under the sublease
and for gasoline provided under the supply agreement, and it was to pay
GPMI rent for the premises on a monthly basis. GPMI was to pay Fenix
a ‘commission’ on the sales of its products at the premises equal to two
cents per gallon on those sales. . . . As the title of the supply agreement
indicates, Fenix was selling gasoline and other petroleum products on
consignment from GPMI.” (Citation omitted.) Id.
In its statutory interpretation analysis, the court found important
that the petroleum franchise act did not define “retailer,” contrast-
ing that undefined term with the requirement under the PMPA that a
party must purchase motor fuel in order to constitute a retailer. Id.,
*3. The court understood the absence of a definition to mean that the
petroleum franchise act “contains no similar requirement.” Id. The
court further considered that the petroleum franchise act also covered
relationships involving the consignment of motor fuel, which the court
found applicable to the parties’ agreement. Id., *4. The court’s analysis
is not helpful to our decision in the present case because it was premised
on contractual arrangements that differ significantly from the present
case, including the lease of the entire premises and the existence of the
consignment supply agreement.
The plaintiffs also urge this court to rely on Seymour Foodmart,
LLC v. Drake Petroleum Co., Docket No. CV-XX-XXXXXXX-S, 2024 WL
94276 (Conn. Super. January 2, 2024) (Seymour Foodmart), in which
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

The parties also provide competing references to other
Connecticut statutes.9 “It is well established that the leg-
islature is always presumed to have created a harmonious
and consistent body of law . . . . [T]his tenet of statutory
construction . . . requires [this court] to read statutes
together when they relate to the same subject matter . . . .
Accordingly, [i]n determining the meaning of a statute
. . . we look not only at the provision at issue, but also to
the broader statutory scheme to ensure the coherency of
our construction.” (Internal quotation marks omitted.)
McCullough v. Swan Engraving, Inc., 320 Conn. 299,
311–12, 130 A.3d 231 (2016). The defendant directs
the Superior Court, in agreement with Fenix, found the petroleum
franchise act’s protections applicable to a relationship between a con-
venience store operator and the supplier of motor fuel, stating that
Fenix presented “[a]nalogous facts” and agreeing with its holding.
Id., *7. We disagree that Fenix presented analogous facts to Seymour
Foodmart, in that, unlike in Fenix, “the plaintiff [in Seymour Foodmart]
leased a portion of the premises from the defendant for the purpose of
operating a convenience store.” (Emphasis added.) Id., *2. In addition
to the contractual differences, we find more persuasive the statutory
interpretation employed by the trial court in the present case than that
in Fenix and Seymour Foodmart.
9
In addition to relying on Connecticut statutes, the plaintiffs con-
tend that their construction of the term “retailer” is more consistent
with other states’ enactments, particularly Maine and New York. We
disagree. The plaintiffs rely on Webber Oil Co. v. Murray, 551 A.2d
1371 (Me. 1988), in which the Maine Supreme Judicial Court held that
a convenience store owner’s claim against a distributor pursuant to the
Maine Motor Fuel Distribution and Sales Act, Me. Stat. tit. 10, § 1451 et
seq., was not preempted by the PMPA because of its broader scope. Id.,
1373. Notably, the court held that the federal definition of “retailer”
was narrower than the term used by the Maine legislature; id., 1374;
which specifically defined “retail dealer” as “any person who operates a
service station, filling station, store, garage or other place of business
for the sale of motor fuel for delivery into the service tank or tanks of
any vehicle propelled by an internal combustion engine.” Me. Stat. tit.
10, § 1453. The plaintiffs also rely on a New York statute, N.Y. Gen.
Bus. Law § 199-c (McKinney 2022). That statute, however, uses the
term dealer, which it defines as “any person engaged in the retail sale
of motor fuels for use in motor vehicles under a franchise entered into
with a distributor.” N.Y. Gen. Bus. Law § 199-a (a) (1) (McKinney 2022).
The statutes relied on by the plaintiffs are examples of legislatures
defining terms more expansively. As such, we do not find persuasive
the plaintiffs’ reliance on those statutes.
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

this court’s attention to General Statutes § 14-319 (a),
contained within the chapter of the General Statutes
governing gasoline and motor oil sales, which prohibits
the sale of gasoline without a license issued by the Com-
missioner of Consumer Protection. Specifically, § 14-319
(a) provides in relevant part: “No person shall sell or offer
for sale any gasoline or other product intended for use in
the propelling of motor vehicles using combustion type
engines over the highways of this state without having
applied for and received from the commissioner a license
to sell such gasoline or other product. Each person apply-
ing for any such license shall, in such application, state
the location of each place or station where such person
intends to sell or offer for sale any such gasoline or other
product. . . .” We agree with the defendant’s contention
that because this statute with a similar focus requires a
person to hold a license to sell or offer for sale gasoline,
its holding of the necessary license rather than the plain-
tiffs lends additional support to the notion that it is the
retailer, not the plaintiffs.10
The plaintiffs place great emphasis on the addition of
statutory language protecting consignment contracts.
The plaintiffs contend that we must construe the statute
to avoid rendering the word “consignment” surplusage.
The defendant responds to the plaintiffs’ consignment
argument in two ways. It argues that the use of the term
“consignment” within the statute is intended to apply
only to specific “distributor-distributor consignment
arrangement[s].” It also contends that the relationship
between the two parties is not a consignment relation-
ship. We agree with both of the defendant’s responses.
First, as noted previously, the language of the petro-
leum franchise act was derived from the PMPA. The
PMPA defines distributor as “any person, including any
affiliate of such person, who—(A) purchases motor fuel
for sale, consignment, or distribution to another; or (B)
10
The plaintiffs’ counsel was asked at oral argument before this court
whether the plaintiffs hold the statutorily required licenses, and he
responded that they do not.
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

receives motor fuel on consignment for consignment or
distribution to his own motor fuel accounts or to accounts
of his supplier, but shall not include a person who is an
employee of, or merely serves as a common carrier pro-
viding transportation service for, such supplier.” 15
U.S.C. § 2801 (6) (2018). “Longstanding precedent makes
clear that the second definition of a distributor does not
encompass an entity that receives fuel on consignment
for sale to the public.” Sasoro 13, LLC v. 7-Eleven, Inc.,
Docket No. 3:18-CV-03274-N (DCG), 2023 WL 2290788,
*4 (N.D. Tex. February 27, 2023). Courts interpreting
the PMPA have explained that “[t]he legislative history
makes clear that in defining a distributor who operates
under a consignment Congress had in mind an indepen-
dent middleman acting as a jobber, not a dealer selling
to the public at retail.” (Emphasis in original; internal
quotation marks omitted.) Farm Stores, Inc. v. Texaco,
Inc., supra, 763 F.2d 1341; see also Miller v. W.H. Bris-
tow, Inc., 739 F. Supp. 1044, 1049 (D.S.C. 1990) (“the
courts are in agreement that Congress intended to include
within the definition of ‘distributor’ only a middleman
and not one who sells products to the public at retail”).
We remain persuaded that the relationship in the
present case does not constitute a consignment, even if
the petroleum franchise act’s use of the term consign-
ment is not limited to the relationship described in cases
interpreting the PMPA. Black’s Law Dictionary defines
consignment in part as “[e]ntrusting of goods to another
to sell for the consignor. A bailment for sale. The term
‘consignment’, used in a commercial sense, ordinarily
implies an agency and denotes that property is commit-
ted to the consignee for care or sale.” Black’s Law Dic-
tionary, supra, p. 307. The plaintiffs argue that “[t]he
Commissioned Agent Agreement in this case is a classic
example of a ‘true consignment’ arrangement under
which a product (motor fuel) is delivered to a merchant/
retailer (the plaintiff[s]) primarily engaged in selling
motor fuels to retail consumers.” As part of their argu-
ment that their construction of the term consignment
is consistent with the term’s use in other Connecticut
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

statutes, the plaintiffs direct this court’s attention to
the chapters of our general statutes governing artist-art
dealer consignments and pawnbrokers and secondhand
dealers. We are not persuaded that these other statutes
support the plaintiffs’ position that the contractual rela-
tionship in the present case constitutes a consignment.
First, the artist-art dealer consignment statute defines
consignor as a person “who delivers a work of fine art
to an art dealer for the purpose of sale . . . to the public
on a commission or fee or other basis of compensation”;
General Statutes § 42-116k (c); and consignee as a per-
son “who receives and accepts a work of fine art from
a consignor for the purpose of sale . . . to the public on
a commission or fee or other basis of compensation.”
General Statutes § 42-116k (d). Second, the pawnbrokers
and secondhand dealers statute defines “ ‘[c]onsignment
shop operator’ ” as “a person who is primarily engaged in
the business of selling personal property as the agent of
another person who has placed such property in the physi-
cal possession of the agent when such other person has
not been paid for such property, retains legal title to such
property and bears the risk of loss until such property
is sold to a third person.” General Statutes § 21-39a (7).
Moreover, the defendant directs this court’s attention
to article 9 of the Uniform Commercial Code, codified
at General Statutes § 42a-9-101 et seq., which defines
“ ‘[c]onsignment’ ” as “a transaction, regardless of its
form, in which a person delivers goods to a merchant for
the purpose of sale . . . .”11 General Statutes § 42a-9-102
(a) (20). The relevant definitions set forth in each of these
statutes have an element of possession. Specifically, the
consignee “receives and accepts” the artwork; General
Statutes § 42-116k (d); the consignment shop operator
must act as the agent of another “who has placed such
property in the physical possession of the agent”; General
Statutes § 21-39a (7); and the transaction must involve
11
General Statutes § 42a-9-102 (a) (19) defines “ ‘[c]onsignor’ ” as “a
person that delivers goods to a consignee in a consignment,” and § 42a-
9-102 (a) (21) defines “ ‘[c]onsignee’ ” as “a merchant to which goods are
delivered in a consignment.”
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

“a person deliver[ing] goods . . . .” General Statutes
§ 42a-9-102 (a) (20).
The plaintiffs contend that, although “possession or
control is not a dispositive consideration, the stipu-
lated evidence establishes that the plaintiffs had, and
must have had, both possession and control of the motor
fuel in order to consummate sales.” They point to vari-
ous provisions of the Commissioned Agent Agreement,
including that the plaintiffs are required to hold the
fuels and “[hold] in trust” the proceeds of the sales,
are responsible for monitoring the dispensing of fuel,
must employ employees, and must utilize equipment
to effect the sales. The plaintiffs highlight provisions
of the Commissioned Agent Agreement that state that
they are responsible for damage to equipment or losses
of fuel under certain circumstances and that they are
responsible for environmental monitoring and record-
ing of volumes.12
The defendant maintains that, “[a]s commissioned
agents, the plaintiffs maintain limited duties related
to the sale of petroleum at the sites. Those duties relate
12
Specifically, the plaintiffs identify the following provisions: “All
such motor fuels shall be and remain the property of Owner until sold
to retail customers, and the proceeds therefrom shall be and remain the
sole property of Owner and shall be held in trust by Agent for the benefit
and account of Owner”; “[t]he agent is responsible at all times to moni-
tor, supervise, and generally oversee the dispensing of all motor fuel by
each customer”; “[a]gent shall conduct the entire business of selling the
motor fuels at the Service Station for the account of Owner”; “[a]gent
shall utilize the Motor Fuel Equipment in a prudent and businesslike
manner solely for the purpose of advertising, handling, storing or
otherwise facilitating the sale of motor fuels supplied by Owner at each
Service Station”; “[i]n the event of a ‘Drive-off’ that results in dam-
age to the gasoline dispenser or attachments or any equipment owned
by Owner, it is solely the Agent’s responsibility to obtain license and
insurance information from the customer and report the ‘drive off’ to
the police immediately. Drive offs are solely the responsibility of the
Agent”; “[o]wner acknowledges that in order for Agent to sell motor
fuels at the Service Station, it will be necessary for Agent to employ
employees, who shall be employees of Agent and shall not be employees
of Owner”; and “[a]gent shall keep a true record of all motor fuels at
the Service Station . . . .”
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

specifically to the point of sale transactions, meaning
the actual receipt of payment from customers, changing
the price of gas at the direction of [the defendant], and
providing certain reports to [the defendant] from the
site.” The defendant directs this court to other provisions
of the Commissioned Agent Agreement, including: the
agent “has leased a portion of the Property . . . for the
purpose of operating a convenience store” and “a por-
tion of the Property . . . not being leased to the Agent is
presently being used by the [defendant] for the sale of
motor gasoline and other motor fuels”; the plaintiffs
have “agreed to act as [the defendant’s] Commissioned
Agent[s] in respect of [the defendant’s] operation of the
Service Station”; the plaintiffs sell the gasoline “for the
account of [the defendant]”; the defendant “has pro-
vided each Service Station with certain improvements,
structures, appliances, equipment, underground tanks
and other personal property to facilitate the sale of the
motor fuels”; the defendant “shall be responsible for
maintenance, repairs and replacement of [such] Motor
Fuel Equipment” except under certain circumstances;
the defendant “shall deliver motor fuels to the Service
Station at such time or times as [the defendant] deter-
mines in its sole discretion”; the defendant “retains the
right at any time . . . to change the brand of motor fuels
sold at any Service Station”; and the defendant is respon-
sible for maintaining the licenses or permits necessary
to sell motor fuels and for complying with all laws and
regulations relating to the quality and specifications of
the motor fuels and motor fuel equipment.13
Considering the Commissioned Agent Agreements as a
whole, we are not persuaded by the plaintiffs’ claim that
13
Paragraph 8 of the Commissioned Agent Agreement provides:
“Owner shall maintain, in its own name, any and all licenses or permits
necessary to sell motor fuels at each Service Station and shall comply
with all present and future laws and regulations relating to the quality
and specifications of motor fuels and the Motor Fuel Equipment, post-
age of octane levels, vapor recovery and other matters which arise in
connection with maintenance of the Motor Fuel Equipment and sales of
motor fuels at the Service Station, except that Agent shall be respon-
sible for providing immediate notice to Owner of any non-compliance
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

they take possession and control of the motor fuels such
that they receive the fuel on consignment. We agree with
the defendant’s construction of the parties’ contractual
arrangement in which the plaintiffs’ responsibilities
are limited to facilitating the sale of the motor fuels,
which remain in the possession and control of the defen-
dant from delivery to the service station until the motor
fuel is dispensed to the customers. In other words, the
motor fuel is deposited into the defendant’s tanks by the
defendant, it passes through the defendant’s equipment,
and it is sold directly to retail customers. The plaintiffs
primarily collect the funds generated by the prices set
by the defendant. Accordingly, the Commissioned Agent
Agreements are not consignment agreements.
Moreover, although neither dispositive nor directly
implicated by the present appeal, acceptance of the plain-
tiffs’ contention that they are franchisees and the defen-
dant is a franchisor necessarily would place the defendant
in violation of the petroleum franchise act based on the
terms of the Commissioned Agent Agreement.14 The
agreement provides that the defendant “shall have sole
responsibility to establish the retail prices at its discre-
tion for motor fuels sold at the Service Station, and [the
plaintiffs] shall sell motor fuels at the retail prices so
established by [the defendant], and shall change retail
prices upon notice from [the defendant] . . . .” In other
words, the defendant is entitled to set the price for the
sale of gasoline. Pursuant to § 42-133l (f), “[n]o franchi-
sor, directly or indirectly, through any officer, agent or
employee, shall do any of the following . . . require or
coerce a gasoline franchisee to sell gasoline at a specific
price or in a specific price range.” The defendant argues
of which Agent is aware, and of any claim or notice of non-compliance
received by Agent or by Agent’s employees from any federal, state or
local government authorities, and Owner shall hold Agent harmless from
any claims or damages for any failure by Owner to comply with such
laws and regulations, unless any such non-compliance is attributable
to Agent’s failure to perform its obligations under this Paragraph 8.”
14
During oral argument before this court, counsel for both parties
agreed that the petroleum franchise act prohibits a franchisor from
setting the price of gasoline to be sold.
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

that: “If the plaintiffs were deemed to be retailers under
the statute, it would create a situation in which the
plaintiffs were allowed to set the price and sell a product
that never belonged to [them] and that [the defendant]
had purchased. This absurd result cannot be what the
General Assembly intended.”
Because the plaintiffs are not “retailers” within the
meaning of the petroleum franchise act, there is no fran-
chise relationship entitling them to protection under that
act. Accordingly, the court properly rendered judgment
in favor of the defendant.
The judgment is affirmed.
In this opinion MOLL, J., concurred.

************************************************
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Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

PELLEGRINO, J., dissenting. I respectfully disagree
with the conclusion reached by my colleagues that the
Connecticut Petroleum Franchise Act (petroleum fran-
chise act), General Statutes § 42-133j et seq., does not
apply to the business relationship each of the plaintiffs,
Branford Quick Mart, LLC, Seaport Quick Mart, LLC,
and Dayville Quick Mart, LLC, has with the defendant,
Aldin Associates Limited Partnership, because the plain-
tiffs are not retailers as that term is used in this statu-
tory scheme. In my view, the plaintiffs act as retailers
by selling gasoline to members of the general public on
the basis of their consignment relationship with the
defendant. These relationships stem from the plaintiffs’
possession and control of the motor fuels provided by the
defendant and their extensive duties and responsibilities
to maximize the sale of such products. Furthermore,
because the plaintiffs are retailers, they are considered
franchisees under the statute, and the defendant acts
as a franchisor by distributing motor fuels. See General
Statutes § 42-133k (4) and (5).1 Thus, the parties have
entered into a contractual franchise relationship that
is the type meant to be regulated under the petroleum
franchise act. See General Statutes § 42-133k (1) and
(2).2 Having satisfied these prerequisite conditions, I
1
General Statutes § 42-133k provides in relevant part: “(4) ‘Franchi-
sor’ means a refiner or distributor, as the case may be, who authorizes or
permits, under a franchise, a retailer or distributor to use a trademark
in connection with the sale, consignment, or distribution of motor fuel.
“(5) ‘Franchisee’ means a retailer or distributor, as the case may be,
who is authorized or permitted, under a franchise, to use a trademark in
connection with the sale, consignment, or distribution of motor fuel.”
2
General Statutes § 42-133k provides in relevant part: “(1) ‘Franchise’
means any contract (A) between a refiner and a distributor; (B) between
a refiner and a retailer; (C) between a distributor and another distribu-
tor; or (D) between a distributor and a retailer, under which a refiner
or distributor, as the case may be, authorizes or permits a retailer or
distributor to use, in connection with the sale, consignment, or distri-
bution of motor fuel, a trademark which is owned or controlled by such
refiner or by a refiner which supplies motor fuel to the distributor which
authorizes or permits such use.
“(2) ‘Franchise’ includes (A) any contract under which a retailer or
distributor, as the case may be, is authorized or permitted to occupy
leased marketing premises, which premises are to be employed in
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

conclude that the petroleum franchise act applies. See
KennyNick, LLC v. Standard Petroleum Co., Superior
Court, judicial district of Hartford, Docket Nos. CV-
XX-XXXXXXX-S and CV-XX-XXXXXXX-S (September 12,
2016) (in determining whether petroleum franchise act
applies, threshold question is whether parties have fran-
chise relationship), aff’d sub nom. Standard Petroleum
Co. v. Faugno Acquisition, LLC, 330 Conn. 40, 191 A.3d
147 (2018). Accordingly, the plaintiffs are entitled to
the protections set forth in General Statutes § 42-133l.
I therefore would reverse the judgment of the trial court
and remand the case for further proceedings.
At the outset, I note my agreement with the major-
ity’s apt encapsulation of the facts, procedural history,
and historical review of the petroleum franchise act and
its relationship with the federal Petroleum Marketing
Practices Act (PMPA), 15 U.S.C. § 2801 et seq. I add
the following details solely to explain why my analysis
departs from that of my colleagues. All three plaintiffs
leased convenience stores from the defendant and sold
motor fuels that it provided. The relationship of the
parties as to the sale of such motor fuels is described in
both the convenience store leases and the commissioned
agent agreements executed by the parties. It is undis-
puted that the defendant owned the properties where
the convenience stores were located and the motor fuels
until the motor fuels were sold to members of the general
public. Further, the defendant alone was responsible for
connection with the sale, consignment, or distribution of motor fuel
under a trademark which is owned or controlled by such refiner or by a
refiner which supplies motor fuel to the distributor which authorizes
or permits such occupancy; (B) any contract pertaining to the supply
of motor fuel which is to be sold, consigned or distributed (i) under a
trademark owned or controlled by a refiner; or (ii) under a contract which
has existed continuously since May 15, 1973, and pursuant to which,
on May 15, 1973, motor fuel was sold, consigned or distributed under
a trademark owned or controlled on such date by a refiner; and (iii) the
unexpired portion of any franchise, as defined by the preceding provi-
sions of this paragraph, which is transferred or assigned as authorized
by the provisions of such franchise or by any applicable provision of
state law which permits such transfer or assignment without regard
to any provision of the franchise. . . .”
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

setting the price of the motor fuels. The plaintiffs col-
lected the proceeds from the sale of the motor fuels and
remitted those funds to the defendant after deducting
their commissions from the proceeds.
The convenience store leases provided that, in order
for the defendant to terminate its multiyear lease agree-
ments with the plaintiffs, it had to provide the plaintiffs
with 120 days’ written notice. If, however, the petroleum
franchise act applies to the parties, then the parties’
contracts would be subject to cancellation or termination
only for good cause shown. See General Statutes § 42-133l
(a). Additionally, under the petroleum franchise act, in
the event of termination, the plaintiffs may be entitled
to certain compensation at a fair market rate. See Gen-
eral Statutes § 42-133l (b). In September and October,
2021, the defendant sent the plaintiffs written notices
terminating the convenience store leases and the com-
missioned agent agreements, effective March and April,
2022. These letters did not provide any reason for the
termination of the parties’ business relationship. I also
note that the stipulation of facts filed by the parties on
February 6, 2024, indicated that, on or about January 9,
2023, the defendant doubled the per diem rent charged
to each plaintiff.
As stated in the majority opinion, our General Assem-
bly enacted the petroleum franchise act in 1977; Public
Acts 1977, No. 77-493, § 1; and Congress passed the
PMPA one year later. Petroleum Marketing Practices
Act, Pub. L. No. 95-297, 92 Stat. 322 (1978). Both pieces
of legislation protect retail sellers of motor fuels from
unfair treatment by suppliers due to the economic dis-
parity between these groups. See, e.g., General Statutes
§ 42-133j (setting forth legislative findings regarding
distribution and sale of gasoline and petroleum products
and noting, due to inequitable economic power, need to
legislate, pursuant to state’s police powers, standards
governing relationship between suppliers and retailers
who sell such products to public); Farm Stores, Inc. v.
Texaco, Inc., 763 F.2d 1335, 1339 (11th Cir.) (PMPA
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

was passed to alleviate concerns that franchised sellers
of motor fuels could be subjected to unfair treatment by
suppliers of such products), cert. dismissed, 474 U.S.
1039, 106 S. Ct. 609, 88 L. Ed. 2d 586 (1985); see gen-
erally Johnson v. Mobil Oil Corp., 553 F. Supp. 195,
195 (S.D.N.Y. 1982) (PMPA and New York state law
counterpart provide procedural and substantive protec-
tions to franchised service station operators, including
termination of franchise agreements only for cause).
In 1991, our legislature heard testimony from, inter
alia, then Attorney General Richard Blumenthal and an
attorney representing the Connecticut Gasoline Retailers
Association, supporting the expansion of the protections
contained in the petroleum franchise act to a greater
number of entities. See Conn. Joint Standing Commit-
tee Hearings, General Law, Pt. 4, 1991 Sess., pp. 921,
948–51. In amending the petroleum franchise act (1991
amendments), our legislature adopted some, but not
all, of the statutory definitions set forth in the PMPA.
Relevant to the present case, the definition of the term
“retailer” is not included in the petroleum franchise
act. Additionally, our General Assembly added the term
“consignment” to types of contracts that fell within the
definition of a franchise contract in the petroleum fran-
chise act. See General Statutes § 42-133k (2).
In my view, the 1991 amendments to the petroleum
franchise act broadened the scope of the statutory pro-
tections so as to include entities such as the plaintiffs. I
am persuaded by decisions from the Superior Court that
have reached this conclusion in similar circumstances.
For example, in Fenix Group, LLC v. GPM Investments,
LLC, Docket No. CV-XX-XXXXXXX-S, 2023 WL 369986, *1
(Conn. Super. January 17, 2023), the court, Hon. Joseph
M. Shortall, judge trial referee, considered whether the
petroleum franchise act applied to consignment relation-
ships between suppliers and service stations. In that case,
Fenix Group, LLC (Fenix), and GPM Investments, LLC
(GPM), entered into a consignment supply agreement
in which GPM agreed to supply Fenix with petroleum
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

products for sale at premises that were the subject of
their sublease agreement. Id.
Fenix sold the motor fuels provided by GPM on a con-
signment basis pursuant to the terms of their supply
agreement. Id. Starting in 2016, Fenix operated a con-
venience store and sold the motor fuels, receiving a com-
mission of two cents per gallon sold. Id. The business,
however, was unsuccessful and ceased operations in
March, 2018. Id. Litigation ensued, with Fenix alleging,
inter alia, multiple violations of the petroleum fran-
chise act and the Connecticut Unfair Trade Practices
Act, General Statutes § 42-110a et seq., and breach of
contract claims. Id. GPM denied these allegations and
filed a multicount counterclaim. Id., *2. Thereafter,
GPM moved for summary judgment on all counts of the
complaint and the counterclaim. Id.
Similar to the present case, Judge Shortall noted at the
outset of his analysis that the central dispute in Fenix
Group, LLC, was whether the petroleum franchise act
applied to the parties. Id. GPM argued that, in order
for the petroleum franchise act to apply, Fenix “must
have purchased petroleum products from [GPM], not
received them under consignment.” (Emphasis omit-
ted.) Id. After setting forth the law pertaining to statu-
tory interpretation; see id.; the court explained that the
PMPA expressly limited the definition of a “retailer” to
entities that had purchased motor fuels for sale to the
general public; however, the petroleum franchise act
enacted in this state contains no such requirement. Id.,
*3. Furthermore, the court reasoned that definitions
of “ ‘franchise,’ ” “ ‘franchisor,’ ” and “ ‘franchisee’ ”
include those relationships that involve the consign-
ment of motor fuels. Id., *4. Ultimately, the court held
“that the [consignment] relationship between Fenix and
[GPM] constituted a franchise relationship, as defined
in § 42-133k (3) . . . . As a result, [GPM] was obligated
to conduct itself vis-à-vis Fenix in conformity with §
42-133l. Since count one of the complaint alleges that
[GPM] failed to do so, [GPM’s] motion for summary
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

judgment must be denied as to count one.”3 (Citation
omitted.) Id.
Similarly, in Seymour Foodmart, LLC v. Drake Petro-
leum Co., Docket No. X08-FST-CV-XX-XXXXXXX-S, 2024
WL 94276, *1 (Conn. Super. January 2, 2024), the court,
Ozalis, J., considered the claim of Drake Petroleum Co.,
Inc. (Drake), raised in its motion for summary judg-
ment, that the parties’ 2016 convenience store lease and
commissioned agent agreement did not fall within the
petroleum franchise act. In that case, Seymour Food-
mart, LLC (Seymour), leased a portion of Drake’s prop-
erty for the purpose of operating a convenience store
and was appointed as “an agent” for the sale of motor
fuels, which were provided solely by Drake. Id., *2. These
contracts covered a time period of approximately three
years. Id. Drake set the retail price for the motor fuels
and paid Seymour a commission on each gallon of motor
fuel sold. Id. Seymour paid Drake monthly rent for use
of the property as the convenience store. Id. In 2019,
Drake offered Seymour a new convenience store lease
and commissioned agent agreement but increased the
monthly rent and decreased the duration of the lease to
one year. Id.
The court considered Drake’s argument that, because
Seymour did not buy or sell motor fuels, it could not be
a “retailer” as that term is used in the petroleum fran-
chise act. Id., *4. Seymour countered, inter alia, that the
3
I acknowledge that, unlike in the present case, Fenix and GPM had
entered into a written consignment supply agreement pursuant to which
Fenix paid a security deposit for the petroleum products provided by
GPM. See Fenix Group, LLC v. GPM Investments, LLC, supra, 2023 WL
369986, *9. Nevertheless, I agree with the court’s analysis and conclu-
sion in that case that an entity that sells motor fuels on a consignment
basis is a retailer, i.e., one engaged in the business of selling personal
property to the public or consumers, as opposed to those who intend
to resell the items, and, therefore, a franchisee under the petroleum
franchise act. See id., *4. Furthermore, in my view, the analysis and
conclusion set forth in Fenix Group, LLC, applies to the present case.
I am persuaded, therefore, that, under the facts and circumstances of
the present case, the parties have a consignment relationship as to the
sale of petroleum products.
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

definitions of “ ‘[r]etailer’ ” in General Statutes § 14-327a
(4) and “ ‘[r]etail dealer’ ” in General Statutes § 14-318
(7) supported its claim that the petroleum franchise act
applied.4 Id., *5. The court also considered the legislative
history regarding the expanded coverage contemplated
by the 1991 amendments to the petroleum franchise
act and our legislature’s decision to adopt only some of
the definitions contained in the PMPA. See id., *5–6.
Relying on Judge Shortall’s reasoning and analysis in
Fenix Group, LLC v. GPM Investments, LLC, supra,
2023 WL 369986, the court concluded that the petro-
leum franchise act applied to the relationship between
the parties, which involved the sale of motor fuels on a
consignment basis. Seymour Foodmart, LLC v. Drake
Petroleum Co., supra, 2024 WL 94276, *7. Accordingly,
it denied Drake’s motion for summary judgment as to
this count of the complaint. Id.
Fenix Group, LLC, and Seymour Foodmart, LLC, both
stand for the proposition that a business relationship
involving the sale of motor fuels on a consignment basis
may constitute a franchise contract; see id.; Fenix Group,
LLC v. GPM Investments, LLC, supra, 2023 WL 369986,
*4; thus, such relationships fall within, and trigger the
protection of, the petroleum franchise act. See gener-
ally Webber Oil Co. v. Murray, 551 A.2d 1371, 1373
(Me. 1988) (where convenience store owner agreed to
make Exxon gasoline, which was supplied and owned by
distributor, available for sale to public via pumps owned
by distributor, and convenience store owner staffed loca-
tion, sold gasoline, and paid proceeds to distributor sub-
ject to commission, such behavior clearly demonstrated
4
Specifically, the court explained: “In addition, [Seymour] directs this
court’s attention to the definition of ‘retailer’ in Connecticut’s Gasoline
and Motor Oil Sales Act, General Statutes § 14-327a (4): ‘any person
engaged in the business of selling motor fuel to the general public for
ultimate consumption’ and to the definition of ‘retail dealer’ in General
Statutes § 14-318 (7), which provides: ‘any person operating a service
station, filing station, store, garage or other place of business for the sale
of motor fuel for delivery into the service tank or tanks of any vehicle
propelled by an internal combustion engine.’ ” Seymour Foodmart, LLC
v. Drake Petroleum Co., supra, 2024 WL 94276, *5.
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

consignment agreement that fell under Maine’s motor
fuel distribution and sale statute, and, therefore, dis-
tributor was required to provide written notice prior to
terminating franchise agreement); A. Tarricone, Inc. v.
980 Washington Street Corp., 169 Misc. 2d 1072, 1073,
653 N.Y.S.2d 800 (N.Y. App. Term 1996) (consignees
were not protected under PMPA but were entitled to
protection under New York’s motor fuel franchises law).
In the present case, the plaintiffs commenced an action
alleging, inter alia, that the defendant violated the petro-
leum franchise act.5 They sought damages, a declaratory
judgment that the termination of the leases violated the
petroleum franchise act, and an injunction prohibit-
ing the defendant from terminating the leases without
further court order. The parties subsequently agreed
to bifurcate the issue of damages from the plaintiffs’
requests for declaratory and injunctive relief and to
present the latter by way of a stipulation of facts. The
defendant argued that the business relationship of the
parties, created by and detailed in their contracts, was
not subject to the petroleum franchise act.
I conclude that the relationship between the parties is
the type that the petroleum franchise act was meant to
regulate. Furthermore, on the basis of the record before
me, I am persuaded that the defendant falls within the
statutory definition of a franchisor and that the plaintiffs
are retailers and, thus, franchisees under the petroleum
franchise act. See General Statutes § 42-133k (5). It bears
repeating that the term “retailer” is not defined in the
petroleum franchise act. It is, therefore, appropriate to
consider its common meaning or understanding from
a dictionary. See, e.g., State v. Michael R., 346 Conn.
432, 459, 291 A.3d 567, cert. denied, U.S. , 144 S.
Ct. 211, 217 L. Ed. 2d 89 (2023); Sicignano v. Pearce,
228 Conn. App. 664, 683, 325 A.3d 1127 (2024), cert.
denied, 351 Conn. 908, 330 A.3d 881 (2025). “Retailer”
5
Specifically, the plaintiffs alleged that they were “entitled to renewal
of their agreements for a term of at least three years as required by . . .
§ 42-133l (c) as well as renewal pursuant to contract.”
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

has been defined as “[a] person engaged in making sales to
ultimate consumers. One who sells personal or household
goods for use or consumption.” Black’s Law Dictionary
(6th Ed. 1990) p. 1315. I am persuaded that the plain-
tiffs, by way of their consignment relationship with the
defendant, are the entities that sell the defendant’s motor
fuels to members of the general public and, therefore,
are covered by, and entitled to the protections of, the
petroleum franchise act.
As previously stated, the business relationships
between the plaintiffs and the defendant stem from two
separate, yet interwoven documents: the convenience
store leases and the commission agent agreements. The
former set forth the rights and responsibilities regard-
ing the convenience store businesses. These leases also
contained information, obligations, and duties of the
plaintiffs regarding the sale of motor fuels to consum-
ers at these locations. The plaintiffs were required to
maintain, or pay a third party to maintain, all areas,
including the pump islands and gasoline filling areas
and to keep them clean and free from obstruction, snow,
and ice. The convenience store leases were subject to
termination in the event that the commissioned agent
agreements terminated or expired. The plaintiffs bore the
responsibility for supervising and conducting all of the
training of their employees regarding the sale of motor
fuels. The plaintiffs’ failure to keep the convenience
stores open for the hours required would constitute a
material interference with the motor fuel operations.
Additionally, the plaintiffs were required to fill the
window washing stations and paper towels at the pump
islands, to clean and ensure the operation of the sinks,
faucets and drains, to clear snow and ice from the fuel
pumps, islands, gasoline fill areas, air hoses, air stations,
and window washing stations, and to pay for the paint-
ing of the pump islands. As to the gasoline equipment,
the plaintiffs were obligated to conduct weekly safety
inspections of the hoses and nozzles, to replace the paper
and ribbons, to replace any lost or stolen pump toppers,
to repair damage to the dispenser caused by drive offs
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

in certain circumstances, and to report and clean up any
spills of gasoline.
The commissioned agent agreements established that
the defendant remained the owner of the motor fuels it
had provided until those fuels were sold to retail cus-
tomers. Each plaintiff agreed “to use its best efforts to
maximize the sale of motor fuels, at retail . . . [and bore
the responsibility] at all times to monitor, supervise, and
generally oversee the dispensing of all motor fuel[s] by
each customer.” (Emphasis added.) Furthermore, the
plaintiffs had to ensure that the driveway access and
the fuel tank fill caps for the underground storage tanks
were kept free from obstruction to allow for delivery
of the motor fuels from the defendant. They also had
to inform the defendant regarding any defects in qual-
ity or quantity variances in regard to the motor fuel
deliveries. The plaintiffs were mandated to “utilize the
[m]otor [f]uel [e]quipment in a prudent and businesslike
manner solely for the purpose of advertising, handling,
storing or otherwise facilitating the sale of motor fuels
supplied by [the defendant] at each [s]ervice [s]tation.”
Responsibility for the maintenance, repairs, cleanliness,
and replacement of the motor fuel equipment caused by
the negligence or fault of the plaintiffs’ agents, employ-
ees, and customers, unless caused solely by a customer,
remained with the plaintiffs. Notably, in the event that
a customer drove off without paying for motor fuels that
he or she had pumped into their motor vehicle, the plain-
tiffs bore the sole responsibility for such theft and had
to provide the police with a description and the license
plate number of the vehicle.6
The commissioned agent agreements recognized the
need for the plaintiffs to hire employees. All responsi-
bilities for these employees rested with the plaintiffs,
6
I note that the United States District Court for the District of Mas-
sachusetts has that stated that certain federal courts have considered
various factors in determining whether a particular station operator
meets the definition of a “retailer,” including that such an operator
“bear[s] the risk of loss of the motor fuel . . . .” Karak v. Bursaw Oil
Corp., 147 F. Supp. 2d 9, 14 (D. Mass. 2001).
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

including liability for claims of workers’ compensation.
The plaintiffs were obligated to train these employees
with respect to the operation of the motor fuel business,
including daily maintenance, environmental regulations,
and spill response. The plaintiffs were required to keep
extensive records regarding all motor fuels and to trans-
fer funds from the sale of motor fuels to the defendant.
Except for a monthly $30 allowance, the plaintiffs had
to reimburse the defendant for any motor fuel or cash
shortages.
Furthermore, in order to maintain the service station
and to operate it in a prudent and businesslike manner
to maximize the sale of motor fuels, the plaintiffs were
expected, inter alia, to “clean all dispensers, [to remove]
all litter and trash from the premises, [to maintain the]
grassed and landscaped areas in an attractive business
fashion and [to clean the] restrooms on a daily basis or
more often as necessary. Notwithstanding anything
contained in the ‘[c]onvenience [s]tore [l]ease’ to the con-
trary, [the plaintiffs were] responsible for [the] removal
of snow and ice from all areas of the [p]roperty and to
notify [the defendant] if the hired contractor does not
show up as due or does not perform its responsibilities
to a satisfactory level.” In other words, the plaintiffs
conducted “the entire business of selling the motor fuels
at the [s]ervice [s]tation[s] . . . .”
After reviewing the obligations and requirements
placed on the plaintiffs in the convenience store leases
and the commissioned agent agreements, it seems to me
that these entities do not merely serve as a conduit for
collecting payments from retail consumers purchasing
motor fuels and then transmitting those funds to the
defendant. The plaintiffs are in possession and control
of the motor fuels and most of the circumstances and
conditions attendant to the sale of these products. In my
view, the plaintiffs sell the motor fuels provided by the
defendant on a consignment basis. The plaintiffs’ role in
conducting the entire business of selling motor fuels evi-
dences such a relationship, which, pursuant to § 42-133k
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

(2), places their business relationship within the ambit
of the petroleum franchise act. See KennyNick, LLC v.
Standard Petroleum Co., supra, Superior Court, Docket
Nos. CV-XX-XXXXXXX-S and CV-XX-XXXXXXX-S (court
must first determine whether franchise relationship
under contract exists in claims brought under petroleum
franchise act).
The petroleum franchise act does not define the term
“consignment,” and, as previously noted, it is therefore
appropriate to look to the common understanding of that
word. See, e.g., State v. Michael R., supra, 346 Conn.
459; Sicignano v. Pearce, supra, 228 Conn. App. 683.
The term “[c]onsignment” has been defined in relevant
part as the “[e]ntrusting of goods to another to sell for
the consignor. . . . The term ‘consignment’, used in a com-
mercial sense, ordinarily implies an agency and denotes
that property is committed to the consignee for care or
sale.” Black’s Law Dictionary, supra, p. 307. Addition-
ally, the term “[c]onsignment contract” has been defined
as “[c]onsignment of goods to another (consignee) for
sale under agreement that consignee will pay consignor
for any sold goods and will return any unsold goods. A
bailment for sale.” Id.; see generally Romeo v. Martucci,
72 Conn. 504, 508, 45 A. 1 (1900) (property that is con-
signed is bailed and remains in ownership of consignor
until disposed of by consignee in pursuance of agency
established by fact of consignment). These definitions
apply to the parties in the present case.
The plaintiffs, acting through the employees that they
must hire and train, are present during the sale of motor
fuels to members of the general public. The plaintiffs’
employees, not the defendant, assist these customers and
ensure that conditions allow for the maximum amount
of sales at the gas stations, including by clearing snow
and ice from the fueling islands, removing trash, main-
taining the restrooms, cleaning and reporting any spills,
preventing theft of motor vehicle fuels, and keeping
records of the quantity of products sold. Simply put, the
defendant has entrusted the motor fuels to the plaintiffs
Branford Quick Mart, LLC v. Aldin Associates Ltd. Partnership

to sell to the general public on its behalf. Given the role
and responsibilities of the plaintiffs in maximizing the
sale of motor fuels to the members of the general public,
I am convinced that the plaintiffs are retailers and, thus,
franchisees under the petroleum franchise act. Accord-
ingly, they are entitled to the protections created by our
legislature in § 42-133l.
For these reasons, I respectfully dissent.