UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

Case No. 20-22984-CV-O’SULLIVAN

[CONSENT]

MENDEZ FUEL HOLDINGS, LLC,

MENDEZ FUEL HOLDINGS 1, LLC,

MENDEZ FUEL HOLDINGS 2,

LLC, and MENDEZ FUEL HOLDINGS 3 LLC,

Plaintiffs,

v.

7-ELEVEN, INC. and SEI FUEL SERVICES, INC.,

Defendants/Counterclaim Plaintiffs,

v.

MENDEZ FUEL HOLDINGS 3 LLC and MICHAEL

MENDEZ,

Counterclaim Defendants.

________________________________/

ORDER1

THIS MATTER is before the Court following supplemental briefing from the 

parties.

1 In this Order, the Court will refer to 7-Eleven, Inc. as “7-Eleven” and SEI Fuel 

Services, Inc. as “SEIF.” Collectively, these entities will be referred to as the “SEIF 

Defendants.” The Court will refer to Mendez Fuel Holdings 3, LLC and Michael Mendez 

collectively as “Mendez Fuel.” The Court will refer to the SEI Fuel Services, Inc. 

Continuing Guaranty (DE# 114-1, 10/4/21) as the “Guaranty,” the Dealer Fuel Lease 

Agreement (DE# 114-2, 10/4/21) as the “Lease Agreement” and the Motor Fuel Supply 

& Security Agreement (DE# 114-3, 10/4/21) as the “Supply Agreement” or the 

“MFSSA.”

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 1 of 27
2

On September 9, 2021, the Court issued an Order (DE# 108, 9/9/21) on the 

parties’ cross-motions for summary judgment. After a status hearing on September 22,

2021, the Court directed the parties to file supplemental briefs addressing two issues: 

“(1) the applicability of the personal guaranty to the [L]ease [A]greement and (2) the 

amount of the final judgment with respect to the [S]upply [A]greement.” Order (DE# 113, 

9/22/21).

On October 4, 2021, the SEIF Defendants filed their memorandum of law. See

SEIF Defendants’ Memorandum of Law Regarding Personal Guaranty and Damages 

(DE# 114, 10/4/21) (hereinafter “SEIF Defendants’ Memo”). Mendez Fuel filed its 

memorandum of law on October 12, 2021. See Plaintiff Mendez Fuel Holdings 3, LLC 

and Counterclaim Defendant Michael Mendez’s Memorandum of Law in Opposition to 

the SEIF Defendants’ Memorandum of Law Regarding Personal Guaranty and 

Damages (DE# 117, 10/12/21) (hereinafter “Mendez Fuel’s Memo”). The SEIF 

Defendants filed a reply memorandum on October 15, 2021. See SEIF Defendants’ 

Reply Memorandum of Law Regarding Personal Guaranty and Damages (DE# 118, 

10/15/21) (hereinafter “SEIF Defendants’ Reply”).

THE AGREEMENTS BETWEEN THE PARTIES2

I. The Guaranty

On October 14, 2015, Michael Mendez executed the Guaranty. The introductory

paragraph of the Guaranty defined the “Guarantor” as Michael Mendez. Although the 

2 Some of the documents filed by the parties contain multiple sets of page numbers. To 

avoid confusion and unless otherwise noted, the Court will cite to the page numbers 

automatically assigned by the Court’s CM/ECF system appearing at the top, right-hand 

corner of each page.

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 2 of 27
3

term “Customer” was not defined in the Guaranty, the parties do not dispute that the 

term “Customer,” as used in the Guaranty, referred to Mendez Fuel Holdings 3, LLC.

The Guaranty stated, in relevant part, as follows:

FOR VALUE RECEIVED, and for other good and valuable 

consideration, the receipt and sufficiency of which are hereby 

acknowledged, the undersigned Guarantor hereby irrevocably and 

unconditionally guarantees to SEI FUEL SERVICES, INC. (“SEI 

Fuels”) the prompt payment and performance of the Guaranteed 

Indebtedness (hereinafter defined), subject to and upon the following 

terms:

1. The term “Guaranteed Indebtedness”, as used herein 

means those certain liabilities, obligations and indebtednesses, 

currently existing and hereafter incurred by Customer to SEI Fuels 

for any business location, and any and all renewals, extensions and 

modifications thereof, whether direct or indirect, joint or several, 

absolute or contingent, secured or unsecured, matured or 

unmatured and whether originally contracted to or acquired by SEI 

Fuels, including without limitation, any and all costs and expenses 

incurred in the collection or enforcement of same, including attorney[’]s 

fees incurred by SEI Fuels.

2. This Agreement shall be an absolute, continuing, 

irrevocable, and unconditional guaranty of payment and 

performance and not a guaranty of collection. Guarantor shall remain 

liable on its obligations hereunder notwithstanding any fluctuation in 

the size of the Guaranteed Indebtedness and notwithstanding 

periods in which the outstanding Guaranteed Indebtedness is zero, it 

being understood and acknowledged as between SEI Fuels and 

Guarantor that SEI Fuels is relying upon the continuing nature of this 

Agreement as inducement to make extensions of credit to Customer 

from time to time, in SEI Fuels[’] sole discretion, for commercial 

purposes. Guarantor acknowledges and agrees that SEI Fuels[’] 

agreement to extend credit to Customer, including the right to modify 

credit terms from time to time, shall be governed solely by the terms of the 

agreement between SEI Fuels and Customer and any modification of 

credit terms as between SEI Fuels and Customer shall not affect or impair 

the enforceability of this Agreement.

Guaranty at ¶¶ 1-2 (emphasis added).

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 3 of 27
4

The Guaranty contained the following setoff provision:

8. SEI Fuels shall have the right to setoff and apply against this 

Agreement or the Guaranteed Indebtedness or both, upon notice to 

Guarantor, any and all sums at any time credited by or owing from 

SEI Fuels to Guarantor whether or not the Guaranteed Indebtedness is 

then due and irrespective of whether or not SEI Fuels shall have made 

any demand under this Agreement. The rights and remedies of SEI Fuels 

hereunder are in addition to other rights and remedies (including without 

limitation, other rights of setoff) which SEI Fuels may have.

Guaranty at ¶ 8 (emphasis added).

Paragraph 12 of the Guaranty stated that:

12. This Agreement is for the benefit of SEI Fuels and its successors 

and assigns, and in the event of an assignment of the Guaranteed 

Indebtedness, or any part thereof, the rights and benefits hereunder, to 

the extent applicable to the indebtedness so assigned, may be transferred 

with such indebtedness. This Agreement is binding not only on Guarantor, 

but on Guarantor’s heirs, representatives, successors and assigns.

Guaranty at ¶ 12 (emphasis added).

II. The Lease Agreement

On July 24, 2017, Mendez Fuel Holdings 3, LLC and 7-Eleven entered into the 

Lease Agreement under which Mendez Fuel Holdings 3, LLC would lease a gasoline 

station located at 11870 SW 40th Street, Miami, Florida 33175. The effective date of the 

Lease Agreement was May 1, 2017. See Lease Agreement (DE# 114-2 at 16, 10/4/21). 

The Lease Agreement defined the term “Landlord” as 7-Eleven, Inc., the term “Supplier” 

as SEIF and the term “Tenant” as Mendez Fuel Holdings 3, LLC. Id. at ¶¶ 1-2.

Paragraph 5 of the Lease Agreement was titled “RENT/ PROPERTY TAX/ 

SECURITY DEPOSIT.” Paragraph 5(e) stated that:

(e) Tenant shall pay the Base Rent, taxes, and all other amounts due 

Landlord in accordance with Landlord’s payment terms then in effect, as 

communicated to Tenant from time to time. Landlord hereby designates 

Supplier as Landlord’s agent for collection of rent and other amounts 

owed by Tenant hereunder, which collections may be made by Supplier 

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 4 of 27
5

as set forth in the [Supply Agreement].

Lease Agreement at ¶ 5(e) (emphasis added).

The Lease Agreement also contained an attorney’s fee provision. It stated as 

follows: 

28. ATTORNEY’S FEES. [Mendez Fuel Holdings 3, LLC] hereby 

covenants and agrees to pay [7-Eleven, Inc.], within 10 days of receipt of 

a statement from [7-Eleven, Inc.], the amount [7-Eleven, Inc.] has paid 

or will pay for legal fees, court costs, investigative and related expenses 

arising from under or relating to any default or alleged default by [Mendez 

Fuel Holdings 3, LLC] under this Lease, whether or not [7-Eleven, Inc.] 

elects to terminate the Lease and whether or not a legal proceeding is 

filed or an action commenced. If legal action is commenced, the prevailing 

party shall recover from the non-prevailing party all of its attorneys’ fees 

and costs through all appeals. It is the intent of the parties that the 

provisions of this paragraph continue after the expiration or earlier 

termination of this Lease.

Lease Agreement at ¶ 28 (emphasis added).

III. The Supply Agreement

On May 1, 2017, Mendez Fuel Holdings 3, LLC and SEIF entered into the Supply 

Agreement under which Mendez Fuel Holdings 3, LLC would purchase Mobil branded 

gasoline and diesel fuels from SEIF. See Supply Agreement. The Supply Agreement 

defined the term “Dealer” as Mendez Fuel Holdings 3, LLC.

Paragraph 4(e) of the Supply Agreement is titled “Payments.” Paragraph 4(e)(3) 

and (e)(4) stated:

(3) In addition, [Mendez Fuel Holdings 3, LLC] acknowledges that SEIF 

has been authorized by 7-Eleven, Inc. (“7-Eleven”) to collect on 

behalf of 7-Eleven some or all of the amounts due from [Mendez Fuel 

Holdings 3, LLC] to 7-Eleven on account of [Mendez Fuel Holdings 3, 

LLC]’s lease or franchise agreement with 7-Eleven covering the 

Premises. [Mendez Fuel Holdings 3, LLC] hereby permits SEIF to debit 

any such amounts directly from [Mendez Fuel Holdings 3, LLC]’s account 

in the manner set forth above, in satisfaction of such obligations to 7-

Eleven. Should SEIF elect or be directed to discontinue collecting 

such amounts on behalf of 7-Eleven, then, upon reasonable notice to 

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 5 of 27
6

[Mendez Fuel Holdings 3, LLC], [Mendez Fuel Holdings 3, LLC] shall 

make such payments directly to 7-Eleven in the manner set forth in 

the applicable agreement, or otherwise as directed by 7-Eleven.

(4) If the due date for any payment under this Agreement should fall on 

a Saturday, Sunday, or bank holiday, then [Mendez Fuel Holdings 3, 

LLC]’s payment to SEIF will be due the following business day. Any and 

all payment amounts overdue will be subject to monthly interest at an 

annual rate of 10% or the maximum rate permitted by law, whichever is 

higher. Such interest will accrue on [Mendez Fuel Holdings 3, LLC]’s total 

overdue balance, calculated from each applicable payment due date, and 

will continue to accrue until amounts owing are paid in full. [Mendez Fuel 

Holdings 3, LLC] also shall be liable for any and all expenses 

incurred by SEIF (including attorneys’ fees) in its efforts to collect 

amounts overdue from [Mendez Fuel Holdings 3, LLC].

Supply Agreement at ¶ 4(e)(3)-(4) (emphasis added).

Paragraph 9 of the Supply Agreement was titled “Rights and Remedies of SEIF.” 

It contained the following setoff provision:

(d) In addition, SEIF will have the right at any time to immediately set 

off against Dealer’s credit-card transaction receivables or incentive

program payments any and all amounts owed by Dealer to SEIF 

under this Agreement or under any other agreement between SEIF 

(or an affiliate of SEIF, including 7-Eleven) and Dealer relating to the 

Premises or to Dealer’s indebtedness to SEIF or such affiliate, including 

any lease or franchise agreement between Dealer and SEIF or its affiliates 

(including 7-Eleven).

Supply Agreement at ¶ 9(d) (emphasis added).

The Supply Agreement also contained an attorney’s fee provision. It stated that:

In the event of any lawsuit between SEIF and [Mendez Fuel Holdings 3, 

LLC] (or any arbitration proceeding pursuant to section 20 hereof) arising 

out of or relating to the transactions or relationship contemplated by 

this Agreement (regardless whether such action alleges breach of 

contract, tort, violation of a statute, or any other cause of action), the 

substantially prevailing party will be entitled to recover its 

reasonable costs of suit and its reasonable attorneys’ fees. If a party 

substantially prevails on some aspects of such action but not others, the 

court (or arbitrator) may apportion any award of costs or attorneys’ fees in 

such manner as it deems equitable.

Supply Agreement at ¶ 22 (emphasis added).

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 6 of 27
7

ANALYSIS

As indicated above, there are two issues presently before the Court: (1) the 

applicability of the personal guaranty to the Lease Agreement and (2) the amount of the 

final judgment with respect to the breach of the Supply Agreement. See Order (DE# 

113, 9/22/21). The Court will first address the amount of the final judgment for the 

breach of the Supply Agreement.

I. Damages Corresponding to the Breach of the Supply Agreement (Count II 

of the Counterclaim)

On January 6, 2021, the SEIF Defendants filed SEIF Defendants’ Second 

Amended Counterclaim (DE# 67, 1/6/21) (hereinafter “Counterclaim”). In Count II of the 

Counterclaim, the SEIF Defendants alleged that “Mendez Fuel 3 ha[d] failed to pay the 

full amounts due and owing under the Supply Agreement, $10,026.91, which 

constitute[d] a breach of same, and SEIF has been damaged.” Counterclaim at ¶ 54 

(emphasis added).

In their motion for summary judgment, the SEIF Defendants took the position that 

the amount owed for the breach of the Supply Agreement was “a net amount due of 

$7,754.12.” Defendants’ Motion for Partial Summary Judgment and Incorporated 

Memorandum of Law (DE# 71 at 18, 2/19/21). The SEIF Defendants explained how 

they arrived at this $7,754.12 amount as follows:

[Mendez Fuel Holdings 3, LLC] breached the Supply Agreement by failing 

to pay for petroleum products delivered to [Mendez Fuel Holdings 3, LLC]

at the Property on July 13 and 18, 2020 . . . . As of January 15, 2021, 

[Mendez Fuel Holdings 3, LLC] owe[d] SEI Fuels a total of $23,434.22 

for petroleum products delivered to [Mendez Fuel Holdings 3, LLC] at 

the Property, which [was] offset by $15,680.10 in credit cards for a 

net amount due of $7,754.12.

Id. (emphasis added).

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 7 of 27
8

In the instant supplemental filings, the SEIF Defendants argue that “the final 

judgment that should be awarded to SEIF under Count II of SEIF Defendants 

Counterclaims for [Mendez Fuel Holdings 3, LLC]’s breach of the Supply Agreement is 

$22,761.14 plus attorneys’ fees.” SEIF Defendants’ Memo at 9. This $22,761.14 amount 

is derived from $22,354.22 in invoices for the delivery of petroleum products in July

2020 plus $406.92 in interest.3 See Invoices, Exhibit 4 to the SEIF Defendants’ Memo 

(DE# 114-4, 10/4/21). 

The SEIF Defendants note that paragraph 9(d) of the Supply Agreement and 

paragraph 8 of the Guaranty “allow SEIF to apply any offsets how it sees fit.” SEIF 

Defendants’ Memo at 9. The SEIF Defendants further state that “due to [Mendez Fuel 

Holdings 3, LLC]’s failure to pay under the Supply and Lease Agreements, SEIF has 

elected to apply the total sum of the credit card monies it is holding to the Lease 

Agreement, not the Supply Agreement.” Id.

Mendez Fuel argues that the $22,761.14 in damages sought by the SEIF 

Defendants contradicts the agreement reached by the attorneys. Mendez Fuel’s Memo 

at 9. Mendez Fuel attaches an email exchange between the attorneys. See Exhibit C to 

Mendez Fuel’s Memo (DE# 117-3, 10/12/21). In an email dated September 17, 2021, 

3 The SEIF Defendant state that the applicable interest rate should be 18 percent:

The debt owed by MFH3 under the Supply Agreement to SEIF is subject 

“to monthly interest at an annual rate of 10% or the maximum rate 

permitted by law, whichever is higher.” The maximum annual rate 

permitted by Florida law is 18%. Accordingly, the interest owed on the 

Supply Agreement is $406.92.

SEIF Defendants’ Memo at 9.

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 8 of 27
9

Mendez Fuel’s counsel presented the SEIF Defendants’ counsel with proposed 

amounts to be included in the final judgment, including $10,026.91 plus the statutory 

rate of interest for Count II, breach of the Supply Agreement. Id. at 2-3. In a response 

email dated September 20, 2021, the SEIF Defendants’ counsel wrote “I think there’s 

only one remaining dispute” (a reference to Count X) and further wrote “Agreed (and 

same as above re: fees)” beside the line for Count II containing the $10,026.91 figure. 

Id. at 1.

Mendez Fuel further states that at the September 22, 2021 status conference,

Mendez Fuel’s counsel “represented to the Court that the parties agreed that the Final 

Judgment on Count II should be $10,026.91,” to which SEIF’s counsel agreed. Mendez 

Fuel’s Memo at 10. Mendez Fuel notes that the $10,026.91 figure “is the amount that 

SEIF alleged in its Counterclaim and referenced by the Court in the summary judgment 

ruling.” Id. (citation omitted). Mendez Fuel further states that “SEIF’s counsel 

represented to this Court that Mendez should personally be responsible for the entire 

sum of $10,026.91.” Id.

Mendez Fuel did not file a transcript of the September 22, 2021 status hearing.

4

Nonetheless, the Court finds that the email exchange between counsel sufficiently 

establishes that counsel for the SEIF Defendants agreed to the $10,026.91 amount plus 

the statutory rate of interest for Count II of the Counterclaim (breach of the Supply

Agreement). See Exhibit C to Mendez Fuel’s Memo (DE# 117-3 at 1, 10/12/21). The 

4 Although no transcript was filed, a review of the recording of the hearing supports 

Mendez Fuel’s assertion, that counsel for the SEIF Defendants agreed to the 

$10,026.91 amount for Count II (breach of the Supply Agreement).

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 9 of 27
10

Court will hold the SEIF Defendants to that agreement. The amount of the final 

judgment for Count II (breach of the Supply Agreement) shall be $10,026.91, plus the 

statutory rate of interest.

II. The Scope of the Guaranty 

The parties also dispute the scope of the Guaranty signed by Michael Mendez on 

October 14, 2015. The SEIF Defendants argue that the Guaranty applies to both the 

Supply Agreement and the Lease Agreement. See SEIF Defendants’ Memo at 1-8.

Mendez Fuel takes the position that the Guaranty applies only to the Supply Agreement. 

See Mendez Fuel’s Memo at 3 (stating that “Mendez agrees that the Guaranty is 

binding upon him to the extent that [Mendez Fuel Holdings 3, LLC] failed to comply with 

its obligations owed to SEIF under the express terms of the Supply Agreement. Mendez 

does not agree, and vehemently disputes, that he personally guaranteed any of 

[Mendez Fuel Holdings 3, LLC]’s obligations owed to 7-Eleven under the express terms 

of the Lease Agreement.”).

a. Florida Contract Law

The Court will apply Florida law in interpreting the Guaranty.5 “A guaranty is a 

promise to pay some debt . . . of another on the default of the person primarily liable for 

payment or performance.” New Holland, Inc. v. Trunk, 579 So. 2d 215, 216-17 (Fla. 5th 

5 Although the Guaranty states that it shall be governed by Texas law, Guaranty at ¶ 13, 

a choice-of-law provision in a contract may be waived. See Axa Equitable Life Ins. Co. 

v. Infinity Fin. Grp., LLC, 608 F. Supp. 2d 1330, 1335 (S.D. Fla. 2009) (stating that 

“[c]hoice of law provisions can be waived where the parties fail to raise the issue with 

the Court either by objection or by failing to cite to the law provided for in the choice of 

law provision.”). Here, both parties have relied on Florida law in their summary judgment 

briefs and in the instant supplemental briefs. Therefore, the Court will apply Florida law.

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 10 of 27
11

DCA 1991). “In Florida, guaranty agreements are governed by contract law.” Dickerson 

v. Cmty. W. Bank, No. 8:10-CV-729-T-17AEP, 2015 WL 4879353, at *12 (M.D. Fla. 

Aug. 14, 2015).

Florida law states that “[w]here the terms of a contract are clear and 

unambiguous, the parties’ intent must be gleaned from the four corners of the 

document.” Crawford v. Barker, 64 So. 3d 1246, 1255 (Fla. 2011). The language of a 

contract “is the best evidence of the parties’ intent[.]” Richter v. Richter, 666 So. 2d 559, 

561 (Fla. 4th DCA 1995). “Where words of a contract are clear and definite, they must 

be understood according to their ordinary meaning.” Institutional & Supermarket Equip., 

Inc. v. C & S Refrigeration, Inc., 609 So. 2d 66, 68 (Fla. 4th DCA 1992). “[C]ourts must 

strive to interpret a contract in such a way as to give meaning to all provisions while 

doing violence to none.” Bethany Trace Owners’ Ass’n, Inc. v. Whispering Lakes I, LLC, 

155 So. 3d 1188, 1191 (Fla. 2d DCA 2014); see also Moore v. State Farm Mut. Auto. 

Ins. Co., 916 So. 2d 871, 877 (Fla. 2d DCA 2005) (stating that courts “will not interpret a 

contract in such a way as to render provisions meaningless when there is a reasonable 

interpretation that does not do so.”).

“[I]t is settled law in Florida that a court may resort to the process of interpretation 

only when the words used in a contract are unclear.” Boat Town U.S.A., Inc. v. Mercury 

Marine Div. of Brunswick Corp., 364 So. 2d 15, 17 (Fla. 4th DCA 1978). “[C]ontractual 

language is ambiguous only if it is susceptible to more than one reasonable

interpretation.” BKD Twenty-One Mgmt. Co., Inc. v. Delsordo, 127 So. 3d 527, 530 (Fla. 

4th DCA 2012) (emphasis in original). “A true ambiguity does not exist merely because 

a contract can possibly be interpreted in more than one manner. Indeed, fanciful, 

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 11 of 27
12

inconsistent, and absurd interpretations of plain language are always possible. It is the 

duty of the trial court to prevent such interpretations.” Am. Med. Int’l, Inc. v. Scheller, 

462 So. 2d 1, 7 (Fla. 4th DCA 1984).

“Parol evidence is inadmissible to contradict, vary, or modify terms which are 

unambiguously contained within a written agreement.” Prime Homes, Inc. v. Pine Lake, 

LLC, 84 So. 3d 1147, 1152 (Fla. 4th DCA 2012). “[C]ourts are allowed to consider 

extrinsic evidence only when confronting an ambiguous contract provision, and they are 

barred from using evidence to create an ambiguity to rewrite a contractual provision[.]” 

J.C. Penney Co. v. Koff, 345 So. 2d 732, 735 (Fla. 4th DCA 1977).

b. The Court Will Not Consider Mendez Fuel’s Communication 

Practices, Rent Invoices and Other Guaranties Signed by the Parties

At the outset, the Court notes that both parties seek to introduce extrinsic 

evidence. The SEIF Defendants cite to Mendez Fuel Holdings 3, LLC’s communication 

practices: “all of [Mendez Fuel Holdings 3, LLC]’s contacts and discussions with the 

Franchisor were with Robert Dowd and Kenia DelRisco, both of whom are employees of 

SEIF, not 7-Eleven” and “all of [Mendez Fuel Holdings 3, LLC’s] discussions related to 

the Lease Agreement for the Property and purchase of petroleum products were 

through SEIF and its employees.” SEIF Defendants’ Memo at 8.6 The SEIF defendants 

also attach a rent invoice, Exhibit 5 to SEIF Defendants’ Memo (DE# 114-5, 10/4/21), 

and note that “pursuant to the Supply Agreement, [Mendez Fuel Holdings 3, LLC] was 

6 The SEIF Defendants have not filed a declaration or affidavit establishing these facts. 

“[A]ttorney argument is not evidence.” Lehrfield v. Liberty Mut. Fire Ins. Co., 396 F. 

Supp. 3d 1178, 1183 (S.D. Fla. 2019), appeal dismissed, No. 19-13027-HH, 2019 WL 

6130842 (11th Cir. Oct. 21, 2019). Thus, the Court will not consider the unattested-to 

factual assertions made by counsel.

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 12 of 27
13

responsible to pay SEIF for all rent.” Id. at 3.

Mendez Fuel also cites to extrinsic evidence concerning the SEIF Defendants’ 

recent conduct in connection with the renewal of franchise rights involving a different 

gas station affiliated with Mr. Mendez. Mendez Fuel’s Memo at 4-5. Mendez Fuel 

attaches to its memo an executed and unexecuted guaranty agreement. See Exhibits A 

and B to Mendez Fuel’s Memo. Mendez Fuel seeks to rely on Exhibits A and B to show 

that:

the SEIF Defendants have recently tacitly acknowledged that [Mendez 

Fuel]’s view of the scope of the Guaranty is sound given that the SEIF 

Defendants have revised the express terms of the Guaranty that it 

requires of its dealers by expressly including 7-Eleven and the SEIF 

Defendants’ affiliates and subsidiaries within the scope of the Guaranty 

and also expanded the scope of who the actual guarantor is under the 

revised Guaranty.

Mendez Fuel’s Memo at 2-3.

As noted above, “courts are allowed to consider extrinsic evidence only when 

confronting an ambiguous contract provision, and they are barred from using evidence 

to create an ambiguity to rewrite a contractual provision[.]” J.C. Penney Co., 345 So. 2d 

at 735. The language of a contract “is ambiguous only if it is susceptible to more than 

one reasonable interpretation.” BKD Twenty-One Mgmt. Co., Inc., 127 So. 3d at 530 

(emphasis omitted). In the instant case, the parties have not argued that any of the 

contract provisions are subject to more than one reasonable interpretation. Moreover, 

the Court has carefully reviewed the parties’ agreements and finds that there are no 

ambiguities. Therefore, the Court will disregard the extrinsic evidence submitted by the 

parties.

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 13 of 27
14

c. The Guaranty Does Not Apply to the Lease Agreement

i. The Guaranteed Indebtedness

The Guaranty was signed by Michael Mendez for the stated benefit of SEIF. 

“This Agreement is for the benefit of SEI Fuels and its successors and assigns[.]” 

Guaranty at ¶ 12. As will be discussed below, because SEIF currently holds all rights 

and interests in the Guaranty, there are presently no successors or assigns of SEIF with 

respect to this Guaranty. There is no mention of 7-Eleven in the Guaranty and there is 

no reference to a parent, subsidiary or affiliate of SEIF.

Under the Guaranty, Michael Mendez “irrevocably and unconditionally 

guarantee[d] to SEI FUEL SERVICES, INC. . . . the prompt payment and performance 

of the Guaranteed Indebtedness[.]” Guaranty at 1. The term “Guaranteed Indebtedness” 

is defined by the Guaranty as:

those certain liabilities, obligations and indebtednesses, currently existing 

and hereafter incurred by Customer to SEI Fuels for any business 

location, and any and all renewals, extensions and modifications thereof, 

whether direct or indirect, joint or several, absolute or contingent, secured 

or unsecured, matured or unmatured and whether originally contracted to 

or acquired by SEI Fuels, including without limitation, any and all costs 

and expenses incurred in the collection or enforcement of same, including 

attorney[’]s fees incurred by SEI Fuels.

Id. at ¶ 1 (emphasis added). 

The Guaranteed Indebtedness is defined by the Guaranty in relation to SEIF. It 

must be a liability, obligation or indebtedness that is “currently existing” or “hereafter 

incurred . . . to SEI Fuels” and includes those liabilities, obligations and indebtednesses 

“whether direct or indirect” that were “originally contracted to or acquired by SEI Fuels 

. . . , including attorney[’]s fees incurred by SEI Fuels.” Id.

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 14 of 27
15

Thus, in order for the Lease Agreement to be covered by the Guaranty it must be 

a liability, obligation or indebtedness incurred to SEIF, originally contracted to SEIF or 

acquired by SEIF. For the reasons stated herein, the Court finds that the Lease 

Agreement is not covered by the Guaranty.

ii. The Lease Agreement

The SEIF Defendants cite to portions of the Lease Agreement to support their 

position that the Guaranteed Indebtedness “include[s] the monies collected by SEIF on 

behalf of 7-Eleven under the Lease Agreement.” SEIF Defendants’ Memo at 2. Mendez 

Fuel argues that “it is inappropriate for the SEIF Defendants to ask this Court to review 

the terms of the underlying Lease Agreement to determine the scope of the Guaranty.” 

Mendez Fuel’s Memo at 7.

The Court will not rely on the Lease Agreement to interpret provisions of the 

Guaranty.

7 Nonetheless, the Court must look to the Lease Agreement to determine 

whether a liability, obligation or indebtedness arising therein falls within the definition of 

a “Guaranteed Indebtedness” as that term is defined by the Guaranty. 

(a). SEIF’s Designation Under the Lease Agreement as the

Payment Collector is Not an Assignment of Rights

The SEIF Defendants cite to the portion of the Lease Agreement which 

designates SEIF as 7-Eleven, Inc.’s agent for the collection of payments owed under 

the Lease Agreement. See SEIF Defendants’ Memo at 3 (citing paragraph 5(e) of the 

Lease Agreement). 

7 The Court finds that the language of the Guaranty is clear and unambiguous and, as 

such, will determine “the parties’ intent . . . from the four corners of the document.” 

Crawford, 64 So. 3d at 1255.

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 15 of 27
16

Paragraph 5(e) of the Lease Agreement states that:

(e) [Mendez Fuel Holdings 3, LLC] shall pay the Base Rent, taxes, and all 

other amounts due [7-Eleven] in accordance with [7-Eleven]’s payment 

terms then in effect, as communicated to [Mendez Fuel Holdings 3, LLC] 

from time to time. [7-Eleven] hereby designates [SEIF] as [7-Eleven]’s 

agent for collection of rent and other amounts owed by [Mendez Fuel 

Holdings 3, LLC] hereunder, which collections may be made by 

[SEIF] as set forth in the [Supply Agreement].

Lease Agreement at ¶ 5(e) (emphasis added).

According to the SEIF Defendants “the express terms of the Lease Agreement 

authorized SEIF to act as 7-Eleven’s agent and assignee, and as such, SEIF is entitled 

to enforce its rights under the Personal Guaranty and recover the rent and taxes owed 

by [Mendez Fuel Holdings 3, LLC] to SEIF.” SEIF Defendants’ Reply at 4.

Paragraph 5(e) of the Lease Agreement clearly states that SEIF was 7-Eleven’s 

agent for purposes of collecting payments owed under the Lease Agreement. However, 

in order for money owed under the Lease Agreement to be covered by the Guaranty, it 

must be a liability, obligation or indebtedness to SEIF. See Guaranty at ¶ 1 (defining 

“Guaranteed Indebtedness”).

The designation of SEIF as an agent of 7-Eleven is insufficient to show that the 

money owed under the Lease Agreement was owed to SEIF. “[T]he scope of the 

agent’s authority is limited to what the principal has authorized the agent to do.” Stalley 

v. Transitional Hosps. Corp. of Tampa, 44 So. 3d 627, 630 (Fla. 2d DCA 2010). Here, 7-

Eleven authorized SEIF to collect rent and other amounts due under the Lease 

Agreement. Lease Agreement at ¶ 5(e). This is not enough. For payments owed under 

the Lease Agreement to fall under the definition of “Guaranteed Indebtedness,” those 

payments must be incurred to SEIF “whether direct[ly] or indirect[ly]” and “[whether 

originally contracted to or acquired by SEI[F.]” Guaranty at ¶ 1.

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 16 of 27
17

The SEIF Defendants argue that “the provisions of the Lease Agreement clearly 

provide that 7-Eleven ha[s] assigned all of its rights to [Mendez Fuel Holdings 3, LLC]’s 

payment obligations under the Lease Agreement to SEIF, and more specifically all of 

the debts owed by [Mendez Fuel Holdings 3, LLC] owed to 7-Eleven under the Lease 

Agreement.” SEIF Defendants’ Memo at 3-4. The problem with this argument is that the 

SEIF Defendants have presented no evidence of an assignment from 7-Eleven to SEIF 

of any rights under the Lease Agreement.

“An assignment . . . is defined as a voluntary act of transferring a right or an 

interest.” Bioscience W., Inc. v. Gulfstream Prop. & Cas. Ins. Co., 185 So. 3d 638, 641 

(Fla. 2d DCA 2016). To the extent that the SEIF Defendants are relying on paragraph 

5(e) of the Lease Agreement, that provision says nothing about rent or other payments 

owed under the Lease Agreement being assigned to SEIF. Paragraph 5(e) does not 

constitute an assignment of 7-Eleven, Inc.’s substantive rights under the Lease 

Agreement.

Paragraph 5(e) does state that “collections may be made by [SEIF] as set forth in 

the [Supply Agreement].” Lease Agreement at ¶ 5(e). As will be discussed at length 

below, paragraph 5(e)’s reference to the Supply Agreement further undermines the 

argument that paragraph 5(e) creates an assignment of rights from 7-Eleven to SEIF.

(b). The Attorney’s Fee Provision in the Lease Agreement 

Does Not Establish that Amounts Owed Under the Lease 

Agreement are Covered by the Guaranty

The SEIF Defendants also cite to paragraph 28 of the Lease Agreement, which is 

an attorney’s fee provision. SEIF Defendants’ Memo at 4. Paragraph 28 states as 

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 17 of 27
18

follows: 

28. ATTORNEY’S FEES. [Mendez Fuel Holdings 3, LLC] hereby 

covenants and agrees to pay [7-Eleven, Inc.], within 10 days of receipt of 

a statement from [7-Eleven, Inc.], the amount [7-Eleven, Inc.] has paid

or will pay for legal fees, court costs, investigative and related expenses 

arising from under or relating to any default or alleged default by [Mendez 

Fuel Holdings 3, LLC] under this Lease, whether or not [7-Eleven, Inc.] 

elects to terminate the Lease and whether or not a legal proceeding is 

filed or an action commenced. If legal action is commenced, the prevailing 

party shall recover from the non-prevailing party all of its attorneys’ fees 

and costs through all appeals. It is the intent of the parties that the 

provisions of this paragraph continue after the expiration or earlier 

termination of this Lease.

Lease Agreement at ¶ 28 (emphasis added).

The SEIF Defendants argue that in paragraph 28, “[Mendez Fuel Holdings 3, 

LLC] covenanted and agreed to allow the prevailing party in a legal action to recover all 

of its attorneys’ fees and costs from the non-prevailing party” and that “it is clear that the 

Lease Agreement contemplated SEIF ensuring that [Mendez Fuel Holdings 3, LLC] paid 

all debts owed to SEIF, as authorized agent of 7-Eleven, under the Lease Agreement.” 

SEIF Defendants’ Memo at 4 (emphasis in Memo).

Paragraph 28 is a garden-variety attorney’s fee provision. The express language 

of paragraph 28 provides that Mendez Fuel Holdings 3, LLC will pay to 7-Eleven certain 

fees, costs and expenses arising from a default of the Lease Agreement.

If anything, paragraph 28 undercuts the SEIF Defendants’ argument that “7-

Eleven ha[s] assigned all of its rights to [Mendez Fuel Holdings 3, LLC]’s payment 

obligations under the Lease Agreement to SEIF.” SEIF Defendants’ Memo at 4. 

Paragraph 28 contemplates that 7-Eleven will be the party enforcing its rights under the 

Lease Agreement, including filing a lawsuit if necessary: “[Mendez Fuel Holdings 3, 

LLC] hereby covenants and agrees to pay [7-Eleven] . . . the amount [7-Eleven] has 

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 18 of 27
19

paid or will pay for legal fees, court costs, investigative and related expenses arising 

from under or relating to any default or alleged default by [Mendez Fuel Holdings 3, 

LLC] under this Lease[.]” Lease Agreement at ¶ 28. There is no mention, in paragraph 

28, of SEIF, the purported assignee.

If, as the SEIF Defendants claim, 7-Eleven has assigned all of its rights to 

payment obligations under the Lease Agreement to SEIF, 7-Eleven would not have 

standing to bring a lawsuit to recover for the non-payment of rent.

Reading the Lease Agreement as a whole, it is clear that 7-Eleven did not assign 

its right to receive payments under the Lease Agreement when it designated SEIF as an 

agent of 7-Eleven for purposes of collecting rent and other amounts due under the 

Lease Agreement. See Lease Agreement at ¶ 5(e). The Lease Agreement makes clear 

that 7-Eleven, Inc. retained all rights under the Lease Agreement, including the right to 

attorney’s fees in the event of a default. Id. at ¶ 28.

iii. The Supply Agreement

The SEIF Defendants also cite to certain portions of the Supply Agreement as 

evidence that “the rent payments owed by [Mendez Fuel Holdings 3, LLC] to 7-Eleven 

were contemplated and acknowledged in the definition of guaranteed indebtedness in 

the Personal Guaranty.” SEIF Defendants’ Memo at 4. Mendez Fuel argues that the 

Supply Agreement is not relevant to determining the scope of the Guaranty. Mendez 

Fuel’s Memo at 8. The Court does not need to resolve Mendez Fuel’s objection 

because, in any event, the Supply Agreement is not helpful to the SEIF Defendants. As 

discussed below, the cited provisions in the Supply Agreement undermine the SEIF 

Defendants’ argument that the payments owed under the Lease Agreement were 

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 19 of 27
20

assigned to SEIF.

(a). The Fact that the Supply Agreement Acknowledges that 

SEIF is Authorized by 7-Eleven to Collect Payments 

under the Lease Agreement Does Not Establish that 

Those Payments Are Liabilities, Obligations or 

Indebtednesses to SEIF

The SEIF Defendants argue that “in the Supply Agreement, the parties 

acknowledged and intended for SEIF to be the party to whom all rent and taxes would 

be due under the Lease Agreement.” SEIF Defendants’ Memo at 4. While this is 

factually correct—7-Eleven designated SEIF as 7-Eleven’s agent for the collection of 

rent and other payments due under the Lease Agreement—it does not mean that the 

payments owed under the Lease Agreement were liabilities, obligations or 

indebtednesses to SEIF.

The SEIF Defendants cite to paragraph 4(e)(3) of the Supply Agreement. 

However, paragraph 4(e)(3) makes clear that the amounts owed under the Lease 

Agreement remained due to 7-Eleven irrespective of SEIF’s role as payment collector:

(3) In addition, [Mendez Fuel Holdings 3, LLC] acknowledges that SEIF 

has been authorized by 7-Eleven, Inc. (“7-Eleven”) to collect on behalf of 

7-Eleven some or all of the amounts due . . . to 7-Eleven on account of 

[Mendez Fuel Holdings 3, LLC]’s lease or franchise agreement with 7-

Eleven covering the Premises. [Mendez Fuel Holdings 3, LLC] hereby 

permits SEIF to debit any such amounts directly from [Mendez Fuel 

Holdings 3, LLC]’s account in the manner set forth above, in satisfaction 

of such obligations to 7-Eleven. Should SEIF elect or be directed to 

discontinue collecting such amounts on behalf of 7-Eleven, then, upon 

reasonable notice to [Mendez Fuel Holdings 3, LLC], [Mendez Fuel 

Holdings 3, LLC] shall make such payments directly to 7-Eleven in the 

manner set forth in the applicable agreement, or otherwise as directed by 

7-Eleven.

Supply Agreement at ¶ 4(e)(3) (emphasis added).

Paragraph 4(e)(3) of the Supply Agreement undercuts the SEIF Defendants’ 

argument that 7-Eleven assigned the amounts owed under the Lease Agreement to 

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 20 of 27
21

SEIF because it makes clear that the amounts owed under the Lease Agreement are 

being collected “on behalf of 7-Eleven” and are “amounts due . . . to 7-Eleven” and any 

debits are “in satisfaction of such obligations to 7-Eleven.” Supply Agreement at 

¶ 4(e)(3).

In fact, paragraph 4(e)(3) of the Supply Agreement provides the clearest 

indication that SEIF’s role was that of agent and not assignee. Paragraph 4(e)(3) 

contemplates the possibility that SEIF’s role as collector of payments due under the 

Lease Agreement could end: “Should SEIF elect or be directed to discontinue 

collecting such amounts on behalf of 7-Eleven, then, upon reasonable notice to 

[Mendez Fuel Holdings 3, LLC], [Mendez Fuel Holdings 3, LLC] shall make such 

payments directly to 7-Eleven in the manner set forth in the applicable agreement, or 

otherwise as directed by 7-Eleven.” Supply Agreement at ¶ 4(e)(3).

The fact that SEIF’s role as payment collector could be discontinued and upon 

that discontinuation, Mendez Fuel Holding 3, LLC would have to make the payments 

owed under the Lease Agreement directly to 7-Eleven or as directed by 7-Eleven is 

inconsistent with 7-Eleven having assigned the amounts due under the Lease 

Agreement to SEIF.

“An assignment . . . is defined as a voluntary act of transferring a right or an 

interest.” Bioscience W., Inc. v. Gulfstream Prop. & Cas. Ins. Co., 185 So. 3d 638, 641 

(Fla. 2d DCA 2016). If 7-Eleven had transferred its rights to the amounts owed under 

the Lease Agreement, SEIF could not be “directed to discontinue collecting such 

amounts on behalf of 7-Eleven,” as indicated in paragraph 4(e)(3) of the Supply 

Agreement. “Once an assignment has been made, the assignor no longer has a right to 

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 21 of 27
22

enforce the interest because the assignee has obtained all the rights to the thing 

assigned;” thus “a right once assigned can no longer be enforced or transferred by any 

party other than the assignee (unless further assigned).” Bruno v. Hartford Ins. Co. of 

Midwest, No. 220CV910FTM38NPM, 2021 WL 229402, at *3 (M.D. Fla. Jan. 21, 2021) 

(citing Bioscience, 185 So. 3d at 640)).

As paragraph 4(e)(3) makes clear, at any time, 7-Eleven could terminate SEIF’s 

role as payment collector, at which point, Mendez Fuel Holdings 3, LLC would have to 

start making payments directly to 7-Eleven or in a manner directed by 7-Eleven. Supply 

Agreement at ¶ 4(e)(3). Such an arrangement is incompatible with the assertion that 

payments owed under the Lease Agreement were liabilities, obligations or 

indebtednesses to SEIF.

(b). The Attorney’s Fee Provisions in the Supply Agreement 

Do Not Establish that Amounts Owed under the Lease 

Agreement are Liabilities, Obligations or 

Indebtednesses to SEIF

The SEIF Defendants cite to two provisions in the Supply Agreement which 

provide for attorney’s fees, paragraph 4(e)(4) and paragraph 22. See SEIF Defendants’ 

Memo at 4-5.

As previously noted, subsection (e) is titled “Payments.” Paragraph 4(e)(4) states 

that:

(4) If the due date for any payment under this Agreement should fall on 

a Saturday, Sunday, or bank holiday, then [Mendez Fuel Holdings 3, 

LLC]’s payment to SEIF will be due the following business day. Any and 

all payment amounts overdue will be subject to monthly interest at an 

annual rate of 10% or the maximum rate permitted by law, whichever is 

higher. Such interest will accrue on [Mendez Fuel Holdings 3, LLC]’s total 

overdue balance, calculated from each applicable payment due date, and 

will continue to accrue until amounts owing are paid in full. [Mendez Fuel 

Holdings 3, LLC] also shall be liable for any and all expenses 

incurred by SEIF (including attorneys’ fees) in its efforts to collect 

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 22 of 27
23

amounts overdue from [Mendez Fuel Holdings 3, LLC].

Supply Agreement at ¶ 4(e)(4) (emphasis added).

It is unclear how paragraph 4(e)(4) is helpful to the SEIF Defendants since 

subsection (e)(4) refers to “payment under this Agreement,” i.e., the Supply Agreement. 

Mendez Fuel does not dispute that the Guaranty applies to the Supply Agreement. See

Mendez Fuel’s Memo at 3 (stating that “Mendez agrees that the Guaranty is binding 

upon him to the extent that [Mendez Fuel Holdings 3, LLC] failed to comply with its 

obligations owed to SEIF under the express terms of the Supply Agreement.”).

The SEIF Defendants also cite to paragraph 22 of the Supply Agreement. SEIF 

Defendants’ Memo at 5. Paragraph 22 states that:

In the event of any lawsuit between SEIF and [Mendez Fuel Holdings 3, 

LLC] (or any arbitration proceeding pursuant to section 20 hereof) arising 

out of or relating to the transactions or relationship contemplated by 

this Agreement (regardless whether such action alleges breach of 

contract, tort, violation of a statute, or any other cause of action), the 

substantially prevailing party will be entitled to recover its 

reasonable costs of suit and its reasonable attorneys’ fees. If a party 

substantially prevails on some aspects of such action but not others, the 

court (or arbitrator) may apportion any award of costs or attorneys’ fees in 

such manner as it deems equitable.

Supply Agreement at ¶ 22 (emphasis added). The SEIF Defendants do not elaborate 

how paragraph 22 supports their argument other than stating that “it is abundantly clear 

that the parties contemplated SEIF, as 7- Eleven’s assignee, collecting all debt owed by 

[Mendez Fuel Holdings 3, LLC] to 7-Eleven; and accordingly, the debt owed under the 

Lease Agreement is included in the guaranteed indebtedness definition in the Personal 

Guaranty.” SEIF Defendants’ Memo at 5. 

For the reasons already discussed in this Order, the SEIF Defendants have 

presented no evidence of SEIF being 7-Eleven’s assignee and the contractual 

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 23 of 27
24

provisions cited by the SEIF Defendants are incompatible with an assignment.

iv. The SEIF Defendants Have Not Shown That the Amounts Owed

Under the Lease Agreement Were Owed to SEIF

The SEIF Defendants argue that the “Guaranty specifically includes all direct and

indirect damages of SEIF, ‘whether originally contract[ed] to or acquired by SEI 

Fuels’” and therefore the “‘[G]uaranteed [I]ndebtedness[es]’ are defined in the . . . 

Guaranty to explicitly include the monies collected by SEIF on behalf of 7-Eleven under 

the Lease Agreement.” SEIF Defendants’ Reply at 2 (quoting Guaranty at ¶ 1) 

(emphasis in Reply). The SEIF Defendants further state that “the intent of the parties is 

clear and unambiguous in the Personal Guaranty, to include all debts owed to SEIF.” Id.

The Court agrees that the intent of the Guaranty was to include all debts owed to 

SEIF. What the SEIF Defendants have not shown is that the amounts owed under the 

Lease Agreement were debts owed to SEIF.

As already discussed at length in this Order, the Lease Agreement authorized 

SEIF to collect from Mendez Fuel Holdings 3, LLC payments owed under the Lease 

Agreement. Lease Agreement at ¶ 5(e). However, there is nothing in the Lease 

Agreement assigning 7-Eleven’s rights to those payments to SEIF. The Supply 

Agreement contemplates that SEIF’s role as payment collector could be discontinued, in 

which case Mendez Fuel Holdings 3, LLC would have to start submitting payments due 

under the Lease Agreement to 7-Eleven or as directed by 7-Eleven. See Supply 

Agreement at ¶ 4(e)(3). The fact that SEIF could “be directed to discontinue collecting 

such amounts on behalf of 7-Eleven,” Supply Agreement at ¶ 4(e)(3), shows that the 

payments due under the Lease Agreement were not debts owed to SEIF.

For these reasons, the SEIF Defendants have not shown that the amounts owed 

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 24 of 27
25

under the Lease Agreement were “direct [or] indirect damages of SEIF.” SEIF 

Defendants’ Reply at 2.

d. The Applicability of the PMPA to the Parties’ Franchise Relationship 

Does Not Mean the SEIF Defendants Should Be Treated as One Legal 

Entity 

The SEIF Defendants argue that “SEIF and 7-Eleven are one in the same for 

purposes of the Supply and Lease Agreement” because otherwise, the Petroleum 

Marketing Practices Act (PMPA) would not apply. SEIF Defendants’ Memo at 7-8. The 

SEIF Defendants state that “in order for the relationship between [Mendez Fuel 

Holdings 3, LLC], SEIF and 7-Eleven to be a franchise relationship under the PMPA (as 

both parties concede it was in their respective pleadings); SEIF and 7-Eleven must be 

one and the same because a franchisor must supply petroleum products under a 

trademark and provide leasehold rights to the marketing premises.” Id. (emphasis 

omitted). In other words, because, under the arrangement in the instant case, 7-Eleven 

provided the leased premises and SEIF supplied the Mobil branded petroleum products

to Mendez Fuel Holdings 3, Inc., 7-Eleven and SEIF must be considered one legal 

entity for the PMPA to apply. Id. at 7.

In their Reply Memo, the SEIF Defendants incorrectly state that Mendez Fuel 

does “not even address the SEIF Defendants’ argument regarding the PMPA in their 

opposition papers; and accordingly, this argument should be accepted by the Court.” 

SEIF Defendants’ Reply at 1, n. 1. The SEIF Defendants are mistaken. Mendez Fuel 

does address this argument, stating that:

In Section II of their Memorandum, the SEIF Defendants make a last-ditch 

effort to argue that SEIF and 7-Eleven are “legally one in the same” for 

purposes of the Lease Agreement and Supply Agreement. [ECF 114, pp. 

4-8]. In taking such position, the SEIF Defendants go through an 

explanation of the PMPA. The SEIF Defendants’ argument is without merit 

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 25 of 27
26

because it contradicts the language contained in their own documents,

specifically the revised Guaranty wherein they expressly delineate the 2 

entities and define 7-Eleven as the parent company of SEIF. The SEIF 

Defendants’ arguments [are] also without merit because the PMPA has 

nothing whatsoever to do with the interpretation of the four corners of the 

subject Guaranty at issue.

Mendez Fuel’s Memo at 2, n.1.

The Court will not disregard the separate, corporate identities of 7-Eleven and 

SEIF simply because the parties in the instant case agreed that the PMPA applies to 

the parties’ franchise relationship. Michael Mendez signed the Guaranty “for the benefit 

of SEI Fuels and its successors and assigns.”8 Guaranty at ¶ 12. There is no mention in 

the Guaranty of 7-Eleven or of a parent, subsidiary or affiliate of SEIF. “The very 

underpinning of contract law is the desire to bring certainty to commercial transactions.” 

Institutional & Supermarket Equip., Inc. v. C & S Refrigeration, Inc., 609 So. 2d 66, 69 

(Fla. 4th DCA 1992). This concept would be upended if courts were to insert a new 

party to a contract based on allegations or stipulations made approximately six years 

after a contract has been executed.

CONCLUSION

Based on the foregoing, it is

ORDERED AND ADJUDGED that the Guaranty signed by Michael Mendez

applies only to the Supply Agreement and does not apply to the Lease Agreement. It is 

8 It cannot be argued that 7-Eleven is SEIF’s successor or assign because SEIF is 

presently still the holder of the Guaranty. See MBlock Invs., LLC v. Bovis Lend Lease, 

Inc., 274 So. 3d 504, 509 (Fla. 3d DCA 2019) (stating that “Florida courts have 

generally defined a successor . . . as one who follows or takes the place another has left 

and sustains the like part or character.”) (citation and internal quotation marks omitted).

Bioscience W., Inc., 185 So. 3d 638, 641 (Fla. 2d DCA 2016) (defining an assignment 

as “a voluntary act of transferring a right or an interest.”). 

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 26 of 27
27

further

ORDERED AND ADJUDGED that the amount of the final judgment for Count II 

(breach of the Supply Agreement) shall be $10,026.91, plus the statutory rate of 

interest. It is further

ORDERED AND ADJUDGED that no later than noon on Wednesday, 

November 3, 2021, the parties shall submit a joint proposed final judgment on the 

remaining counts of the Counterclaim (Counts I, II, V, VI, VIII, IX and X) consistent with 

this Order and the Court’s Order (DE# 108, 9/9/21) on the cross-motions for summary 

judgment.

DONE AND ORDERED in Chambers at Miami, Florida, this 31st day of October, 

2021. 

_______________________________________

JOHN J. O’SULLIVAN

CHIEF UNITED STATES MAGISTRATE JUDGE 

Case 1:20-cv-22984-JJO Document 120 Entered on FLSD Docket 10/31/2021 Page 27 of 27