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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION 

4699 INVESTMENT CORP., CASE NO: 1:22-CV-23272-DPG

Plaintiff,

v.

MARATHON PETROLEUM COMPANY, LP,

Defendant.

/

SECOND AMENDED COMPLAINT

Plaintiff, 4699 INVESTMENT CORP. (“Plaintiff” or “Investment Corp”), by and 

through its undersigned counsel, files this action against Defendant, MARATHON PETROLEUM 

COMPANY, LP (“Defendant” or “Marathon”), and alleges:

Jurisdiction, Venue and Parties:

1. This is a civil action for declaratory relief pursuant to 28 U.S.C. § 2201 and Federal 

Rule of Civil Procedure 57, violation of the Petroleum Marketing Practices Act, and tortious 

interference with a business relationship. 

2. Plaintiff is a Florida corporation with its principal place of business in Miami-Dade 

County, Florida. Accordingly, Plaintiff is a citizen of Florida. 

3. Defendant is a Delaware limited partnership comprised of three partners: Marathon 

Petroleum Corporation, a corporation organized and existing under the laws of the State of 

Delaware with its principal place of business in the State of Ohio; general partner MPC Investment 

LLC, a limited liability company organized under the laws of the State of Delaware with its 

principal place of business located in the State of Ohio; and Giant Industries, Inc., a corporation 

organized and existing under the laws of the State of Delaware with its principal place of business 

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in the State of Ohio. MPC Investment LLC’s sole member is Marathon Petroleum Corporation. 

Accordingly, Marathon is a citizen of both Delaware and Ohio. (Notice of Removal ¶ 10; 

Counterclaim ¶ 9).

4. The amount in controversy in this action exceeds $75,000.

5. The Court has diversity jurisdiction over this action pursuant to 28 U.S.C. § 1332.

6. Venue is proper in the Southern District of Florida because this is the judicial 

district in which a substantial part of the events or omissions giving rise to the claims occurred, 

and the property that is the subject of the action is situated here. 28 U.S.C. § 1391(b)(2).

GENERAL ALLEGATIONS

A. Investment Corp’s Acquisition and Operation of the Property.

7. In or about April 2022, Investment Corp negotiated for the purchase of the property 

located at 4699 NW 183rd Street, Miami Gardens, FL 33055 (the “Property”).

8. On or about July 25, 2022, the transaction closed and Investment Corp became the 

owner of the Property.

9. The Property is subject to a deed restriction by and between BP PRODUCTS 

NORTH AMERICA, INC., a Maryland corporation, f/k/a Amoco Oil Company, (“BP”) and 

Adnan Enterprises, LLC, a Florida limited liability company, (“Adnan”), dated November 12, 

2007 (the “Deed Restriction”). See Deed Restriction attached as Exhibit 1.

10. The Deed Restriction does not require the Property to operate as a gas station, but 

if the Property is operated as a gas station, then it must be a “Grantor Branded Service Station,” 

which the Deed specifically defines as a “motor fuel sales facility operating under the brand BP, 

Amoco, Arco, or any other brand of Grantor or any of its affiliates or their respective successors 

and assigns.” See Ex. 1 at Ex. B, § I. 

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11. The Deed Restriction does not otherwise mention, reference, identify or define any 

branding requirements or brand standards that must be complied with, beyond the express 

definition of “Grantor Branded Service Station” quoted above.

12. Marathon claims to have subsequently acquired those Grantor rights under the Deed 

Restriction as a successor and assign.

13. In the petroleum industry, these types of restrictive covenants are understood to 

require the gas station to exclusively sell the branded company’s fuel.

14. Thus, in this case, it would be commonly understood that the requirement to operate 

the Property as a “Grantor branded service station” would require the Property to sell Marathonbranded fuel.

15. Prior to Investment Corp’s purchase of the Property, the Property had been 

continuously operating as a Marathon gas station, for at least several years, by selling Marathonbranded fuel under the Marathon name and customary Marathon signage.

16. The purpose of Investment Corp’s purchase of the Property was to operate it as a 

Marathon gas station by continuing to sell Marathon-branded fuel under the Marathon name and 

Marathon signage.

17. Separate from restrictive covenants in deeds, many gas stations are also subject to 

supply agreements, which are contracts with the gas station’s property owner that contain 

extensive and specific requirements on how the gas station must operate.

18. In addition, it is possible for gas stations to be operated as a franchise, which also 

involves contracts with the gas station’s property owner that contain extensive and specific 

requirements on how the gas station must operate.

19. Supply agreements with gas stations in the petroleum industry, including supply 

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agreements with Marathon gas stations, can often be long term contracts that last many years.

20. Supply agreements with gas stations in the petroleum industry, including supply 

agreements with Marathon gas stations, often include the specific requirement that the gas station 

must operate on a particular credit card processing network that is dictated by the petroleum

refining company—i.e., the branded company, such as Marathon.

21. When a gas station operates on the branded company’s credit card processing 

network, including Marathon’s credit card processing network, the gas station must pay whatever 

credit processing fees the branded company imposes on the gas station.

22. However, the Property has not been subject to any supply agreement at any time 

since prior to 2022.

23. A primary reason that Investment Corp agreed to purchase the Property and operate 

it as a Marathon-branded gas station is because there was no supply agreement in place for the 

Property.

24. Indeed, the purchase contract contained the following specific term: “Seller 

represents there is no supply agreement with regard to the subject premises. This representation 

shall survive the closing.”

25. Other than the Deed Restriction from 2007, Investment Corp has never entered into 

or been subject to any contract or agreement with Marathon as to how it must operate the Property.

26. Marathon’s credit card processing network (the “Marathon Heartland Network”)

is operated by Heartland Payment Systems, Inc. (“Heartland”).

27. Supply agreement with Marathon contain the specific requirement that the gas 

station must operate on the Marathon Heartland Network.

28. Marathon imposes on every gas station that operates on the Marathon Heartland 

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Network the particular credit card fees that the gas stations must pay.

29. Marathon generates significant revenue and profit from credit card fees on the 

Marathon Heartland Network.

30. Since Investment Corp purchased the Property in July 2022, Investment Corp has 

used the same credit card processing company that Marathon uses—Heartland—to operate on a

credit card processing network that is also operated by Heartland (the “Heartland Network”).

31. Investment Corp has paid substantially lower credit card fees on the Heartland 

Network than Investment Corp would have been required to pay if Investment Corp had operated 

on the Marathon Heartland Network.

32. Because Heartland is the same company that operates both the Marathon Heartland 

Network and the Heartland Network, Heartland could be capable of processing the same credit 

cards and payment options on the Heartland Network that are processed on the Marathon Heartland 

Network.

33. In addition, Heartland is capable of installing a separate credit card processing 

terminal in a gas station that operates on the Marathon Heartland Network that can be used to 

process proprietary Marathon cards, such as Marathon rebate and gift cards, even where the other 

credit card terminals in the same gas station do not operate on the Marathon Heartland Network.

34. By not joining the Marathon Heartland Network, and by negotiating with a 

company such as Heartland for lower credit card fees, a gas station such as Investment Corp can 

save many thousands of dollars annually in credit card processing and other fees.

35. In addition, from the ordinary consumers’ perspective, the Heartland Network 

functions in substantially the same manner as the Marathon Heartland Network, and any 

differences would generally be perceived as minor and insignificant.

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36. In fact, Marathon has not had or offered any Marathon credit cards since in or about 

2019. All Marathon credit cards were discontinued prior to 2022. Therefore, since 2022, there have 

not been any consumers who have used Marathon credit cards.

37. From July 2022 through mid-September 2022, Investment Corp was continuously 

operating the Property as a Marathon gas station by exclusively selling Marathon-branded fuel, 

and was also displaying the Marathon name, colors, and trademarks at the Property.

38. The Marathon-branded fuel was supplied to the Property primarily by Pro Energy, 

LLC (“Pro Energy”), a distributor of fuel, or “jobber.”

39. The only way that Investment Corp is able to buy Marathon-branded fuel is through 

jobbers, such as Pro Energy.

B. Marathon Prohibits Investment Corp From Purchasing Marathon Fuel.

40. At all times since Investment Corp purchased the Property, Pro Energy has been 

ready, willing, and able to sell Marathon-branded fuel to Investment Corp at the Property, except 

when prohibited from doing so by Marathon.

41. In August 2022, Marathon began threatening to prohibit Pro Energy from supplying 

and selling Marathon gas to Investment Corp because Investment Corp was not processing credit 

card transactions on the Marathon Heartland Network.

42. On August 22, 2022, Investment Corp delivered a letter to Marathon to clarify that 

Investment Corp’s obligation under the Restrictive Covenant was to sell Marathon-branded fuel at 

the Property under the Marathon name, which is what Investment Corp intended to continue doing.

43. On September 11, 2022, Pro Energy notified Investment Corp of Marathon’s 

written and verbal communications to Pro Energy that, pursuant to Pro Energy’s separate 

agreement with Marathon (the “PSA”), Marathon had decided it would, beginning immediately,

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prohibit Pro Energy from continuing to supply and sell Marathon-branded fuel to the Property 

because the Property was not processing credit cards on the Marathon Heartland Network.

44. On September 12, 2022, Investment Corp again communicated to Marathon that 

Investment Corp is not a party to the PSA between Marathon and Pro Energy, that Investment 

Corp is complying with its obligation to operate the Property as a Marathon gas station by 

exclusively selling Marathon-branded fuel under Marathon’s name, and that Marathon’s 

prohibition would make it impossible for Investment Corp to purchase Marathon-branded fuel, 

thereby forcing Investment Corp to either sell non-Marathon fuel or to cease operating entirely.

45. At all times, Investment Corp communicated its intent and desire to sell Marathonbranded fuel at the Property in conformance with the Deed Restriction. 

46. Despite Investment Corp’s attempts to cooperate with Marathon to find a mutuallyagreeable resolution that would permit Investment Corp to continue operating as a Marathonbranded gas station that sells Marathon-branded fuel, Marathon refused to entertain any 

compromise and instead demanded that Investment Corp join the Marathon Heartland Network 

and pay Marathon’s unilaterally-imposed higher credit card fees, even though there is no 

requirement that Investment Corp do so in the Deed Restriction, and there is no contract or 

agreement with Investment Corp that imposes such a requirement.

C. Investment Corp is Forced to De-Brand and Sell Non-Marathon Fuel.

47. Since September 11, 2022, it has been impossible for Investment Corp to purchase 

Marathon-branded fuel for the Property due to Marathon’s prohibition against distributors 

supplying Marathon-branded fuel to the Property.

48. As a result, after Marathon prohibited distributors from supplying Marathonbranded fuel to the Property on September 11, 2022, Investment Corp ran out of Marathon-branded 

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fuel within a few days in mid-September 2022.

49. At the time of Marathon’s decision on September 11, 2022, it would have been 

impossible for Investment Corp to continue operating as a Marathon gas station by selling 

Marathon-branded fuel, even if Investment Corp had been willing to immediately join the 

Marathon Heartland Network on September 11, 2022, because the process for joining the 

Marathon Heartland Network can take several weeks.

50. Therefore, by mid-September 2022, Investment Corp was forced to either cease 

operating the Property as a gas station, thereby losing its ability to protect its investment, its 

employees and customer goodwill, or to remove the Marathon branding and sell non-Marathon 

fuel.

51. Immediately upon running out of Marathon-branded fuel in mid-September 2022, 

Investment Corp completely removed the Marathon name and signs from the Property and sold 

only non-Marathon fuel without operating under any name or signs. Since that time, Investment 

Corp has never operated the Property under any name or signs whatsoever, so the Property is not 

associated with any different or competing brands. Investment Corp’s intention at that time was to 

operate the Property as an unbranded, non-Marathon gas station, with no affiliation with Marathon 

or any other different or competing brand, while simultaneously working with Marathon to try to 

convert the Property back to a Marathon gas station by selling Marathon-branded fuel as soon as 

Marathon would allow Investment Corp to do so.

52. Continuing to operate as a non-Marathon gas station on an interim basis not only 

benefits Investment Corp, but also Marathon, including because if the Property ceases operation 

completely and later re-opens as a Marathon gas station, which Investment Corp is still in the 

process of trying to accomplish, then many of its customers may never return, hence damaging the 

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long term revenue of both Marathon and Investment Corp.

53. Ultimately, the reason the Property stopped operating as a Marathon-branded gas 

station and selling Marathon-branded fuel is because Marathon refused to allow jobbers to sell 

Marathon-branded fuel to the Property. Absent Marathon’s prohibition, Investment Corp would 

have continued to purchase Marathon-branded fuel through Pro Energy, who would have 

continued supplying Marathon-branded fuel to the Property, and Investment Corp would have 

continued to operate the Property as a Marathon gas station by selling Marathon-branded fuel to 

consumers.

54. Instead of deciding to forbid Investment Corp from purchasing Marathon-branded 

fuel, Marathon instead could have decided to allow Investment Corp to continue buying and selling 

Marathon-branded fuel while simultaneously seeking a court order requiring Investment Corp to 

join the Marathon Heartland Network and operate as a Marathon-branded gas station under 

Marathon’s alternative interpretation of the Deed Restriction. But Marathon instead chose, on 

September 11, 2022, to prevent Investment Corp from buying any Marathon-branded fuel, 

effective immediately, until Investment Corp was operating on the Marathon Heartland Network.

D. Investment Corp Promptly Files this Lawsuit to Obtain a Judicial Ruling.

55. On September 19, 2022—just eight days after Marathon made its decision to 

prevent Investment Corp from buying Marathon-branded fuel, and just a few days after running 

out of Marathon-branded fuel—Investment Corp filed a one-count Complaint in the Circuit Court 

of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Case No. 2022-CA-018071-

CA-01, seeking a declaratory judgment as to whether Investment Corp was required to join the 

Marathon Heartland Network. Investment Corp’s intention was to obtain a swift judicial ruling as 

to whether or not the Deed Restriction requires Investment Corp to operate on the Marathon 

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Heartland Network in order to buy Marathon-branded fuel, so that, regardless of the ruling, 

Investment Corp could resume buying and selling Marathon-branded fuel and operating as a 

Marathon gas station—i.e., whether or not the Court also required Investment Corp to join the 

Marathon Heartland Network.

56. Marathon subsequently removed the case to federal court and asserted numerous 

counterclaims. Some of those claims are for trademark infringement against Investment Corp 

based on the use of blue and red striping on the Property’s canopy. Marathon only made those

claims through the course of this litigation in public court filings, and never raised those issues or 

claims with Investment Corp directly.

57. Investment Corp was surprised to learn that Marathon was claiming trademark 

infringement based on blue and red striping on the canopy. Marathon is not the only branded gas 

station company to use blue or red striping on gas station canopies. And Investment Corp had 

already removed all Marathon names and signs on the Property immediately upon running out of 

Marathon-branded fuel in mid-September 2022.

58. Upon learning of Marathon’s trademark infringement claims in or about October 

2022, Investment Corp immediately removed all blue and red coloring from the Property by 

painting the entire exterior of the building white, including the canopy. Since that time, the 

Property has not contained any colors or trademarks associated with the Marathon brand. In 

addition, since running out of Marathon-branded fuel in mid-September 2022, the Property has not 

contained the Marathon name or any Marathon signs, and Investment Corp has not represented to 

anyone, including its customers, that the Property is a Marathon gas station or that it sells 

Marathon-branded fuel.

59. By November 2022, Marathon was still refusing to permit Investment Corp to 

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purchase Marathon-branded fuel, and no judicial determination had been made. Accordingly, on 

November 9, 2022, Investment Corp submitted a written request to Pro Energy stating that it 

“would like to start processing under Marathon[’]s credit card network and get Marathon branded 

Fuel ASAP at [the Property.] Please find out with Marathon how quickly we can get this done.” 

Immediately that same day, Pro Energy forwarded the request to Marathon, requesting that it “get 

the ball rolling ASAP.”

60. In response, in mid-November 2022, Marathon informed Investment Corp, for the 

first time, that if it operates on the Marathon Heartland Network, then all of its credit card 

transactions at the Property must be deposited into a jobber’s account and not into Investment 

Corp’s account directly. Marathon stated that all “existing dealers” are allowed to receive credit 

card transactions directly into their own account, but that “new dealers” may only be paid indirectly 

through jobbers. Being paid indirectly through jobbers would mean that the gas station dealer, such 

as Investment Corp, does not receive the payments for its credit card transactions for a longer 

period of time—at least several days, and likely more than one week, after each transaction 

occurs—thereby creating unnecessary delays and cash-flow issues in receiving payment for 

completed transactions.

61. Investment Corp immediately requested permission from Marathon to receive 

credit card deposits directly into its own account, including on the basis that it is not a “new dealer,” 

but Marathon responded stating that it is not an option to receive credit card deposits directly into 

its own account. Marathon later changed its position and agreed to allow Investment Corp to 

receive credit card deposits directly into its own account, but only on a temporary basis during this 

litigation.

62. In late November 2022, Investment Corp completed and submitted the necessary 

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paperwork to operate as a Marathon gas station. 

63. Since November 2022, Investment Corp has been ready and willing to join the 

Marathon Heartland Network—pending a determination from the Court on whether it needs to 

permanently remain on the Marathon Heartland Network—and to operate as a Marathon gas 

station. Since November 2022, Investment Corp has been waiting to be permitted by Marathon to 

buy and sell Marathon-branded fuel, to join the Marathon Heartland Network, and to display 

Marathon’s name, signs and trademarks.

COUNT I – DECLARATORY RELIEF

64. Investment Corp reincorporates paragraphs 1-63 above as if originally set forth

herein.

65. Pursuant to 28 U.S.C. § 2201 and Federal Rule of Civil Procedure 57, this Court 

has jurisdiction to declare rights, status, and other equitable or legal relations whether or not further 

relief is or could be claimed.

66. The Deed Restriction requires Investment Corp to operate the Property as a 

“Grantor branded service station,” which it defines as a “motor fuel sales facility operating under 

the brand [Marathon].” However, the Deed Restriction does not otherwise mention, reference, 

identify or define any branding requirements or brand standards that must be complied with. In 

particular, the plain language of the Deed Restriction does not require, or even suggest, that the 

Property must operate on any particular credit card network.

67. Marathon is taking the position that Deed Restriction requires Investment Corp to 

operate on the Marathon Heartland Network. 

68. Marathon is also using its contractual relationships with jobbers to prevent 

Investment Corp from purchasing Marathon-branded fuel unless Investment Corp operates on the 

Marathon Heartland Network.

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69. Investment Corp is in doubt as to the enforceability of the Deed Restriction because 

Marathon is frustrating the purpose of the Deed Restriction—to operate the Property as a Marathon 

gas station—by imposing additional requirements on Investment Corp outside the scope of the 

Deed Restriction and by prohibiting any Marathon-branded fuel to be supplied to the Property if 

Investment Corp does not comply with those requirements. 

70. Marathon’s actions are preventing Investment Corp from complying with the Deed 

Restriction because Investment Corp cannot obtain Marathon-branded fuel without Marathon’s 

authorization, which Marathon will not provide unless Investment Corp complies with whatever 

unilateral requirements Marathon wishes to impose.

71. If the Deed Restriction is enforceable, Investment Corp is in doubt as to its rights 

of control and operation of the Property under the Deed Restriction and seeks a declaration of its 

rights thereto.

72. In particular, Investment Corp seeks a declaration that the Deed Restriction does 

not require the Property to operate on the Marathon Heartland Network because it is outside the 

scope of the Deed Restriction.

73. To ensure the meaning and enforceability of such declaration, and to prevent 

Marathon from frustrating the purpose of the Deed Restriction, Investment Corp also seeks a 

declaration that Marathon may not prevent jobbers from selling Marathon-branded fuel to the 

Property on the basis that the Property is not operating on the Marathon Heartland Network.

74. In addition, Investment Corp seeks a declaration that the Deed Restriction does not 

require credit card deposits for transactions made at the Property to be paid into jobber accounts 

rather than into Investment Corp’s account, and that Marathon may not unilaterally impose such a 

requirement that is outside the scope of the Deed Restriction.

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75. Investment Corp has an actual, immediate, adverse, and antagonistic interest in the 

subject matter and is thus in need of a declaration as to the parties respective rights and obligations 

pursuant to 28 U.S.C. § 2201. The antagonistic and adverse interests are all before the Court by 

proper process.

76. The relief sought herein is not mere legal advice, or the answer to questions 

propounded for curiosity. 

WHEREFORE, Investment Corp requests that the Court enter a declaratory judgment 

declaring that the Deed Restriction is unenforceable, and therefore null and void, due to Marathon

prohibiting Investment Corp from obtaining Marathon fuel. In the alternative, if the Court 

determines that the Deed Restriction is enforceable, Investment Corp seeks a declaratory judgment 

that: (1) the Deed Restriction does not require the Property to operate on the Marathon Heartland 

Network, and that Marathon may not prevent jobbers from selling Marathon-branded fuel to the 

Property on the basis that the Property is not operating on the Marathon Heartland Network; and 

(2) the Deed Restriction does not require credit card deposits for transactions made at the Property 

to be paid into jobber accounts rather than into Investment Corp’s account, and that Marathon may 

not unilaterally impose such a requirement. Investment Corp also requests that the Court award 

Investment Corp its costs incurred in this action and award such other relief, including 

supplemental relief and damages, as the Court deems proper.

COUNT II – VIOLATION OF THE PETROLEUM 

MARKETING PRACTICES ACT (“PMPA”), 15 U.S.C. § 2801 ET. SEQ.

77. Investment Corp reincorporates paragraphs 1-63 above as if originally set forth

herein.

78. Marathon is a “franchisor” as that term is defined under the PMPA, 15 U.S.C. § 

2801 et seq., because Marathon is a refiner that authorizes a retailer to use a trademark in 

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connection with the sale of motor fuel. 15 U.S.C. § 2801(3), (5).

79. Investment Corp is a “franchisee” as that term is defined under the PMPA because 

it is a retailer that is authorized to use a trademark in connection with the sale of motor fuel. 15 

U.S.C. § 2801(4).

80. The relationship between Investment Corp and Marathon pursuant to the Deed 

Restriction is a “franchise” as that term is defined under the PMPA because it is an agreement 

under which a refiner authorizes a retailer to use, in connection with the sale of motor fuel, a 

trademark which is owned or controlled by a refiner which supplies motor fuel to the distributor 

which authorizes or permits such use. 15 U.S.C. § 2801(1)(A)(iv).

81. The relationship between Investment Corp and Marathon is a “franchise 

relationship” as that term is defined under the PMPA because it deals with the respective motor 

fuel marketing or distribution obligations and responsibilities of a refiner and a retailer which result 

from the marketing and distribution of motor fuel. 15 U.S.C. § 2801(2).

82. Under the PMPA, a notification of termination or nonrenewal of a franchise 

relationship is only valid if the requirements under 15 U.S.C. § 2804 are met and “such termination 

is based upon a ground described in paragraph (2) or such nonrenewal is based upon a ground 

described in paragraph (2) or (3). 15 U.S.C. § 2802(b)(1)(A)-(B).

83. 15 U.S.C. § 2804 requires that a notice of termination of a franchise: (1) shall be 

furnished to the franchisee not less than 90 days prior to the date on which such termination or 

nonrenewal takes effect; (2) shall be in writing; (3) shall be posted by certified mail or personally 

delivered to the franchisee; and (4) shall include a statement of intention to terminate the franchise, 

together with the reasons therefor; the date on which such termination takes effect; and a summary 

statement summarizing the franchisee’s rights under the PMPA which is prepared by the Secretary 

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of Energy and published in the Federal Register. 15 U.S.C. § 2804(a), (c)-(d).

84. Marathon has not complied with the requirements of the PMPA for a notice of 

termination of a franchise. Specifically, Marathon did not furnish to Investment Corp, not less than 

90 days prior to the date on which termination of the franchise took effect, a written notice, posted 

by certified mail or personally delivered to Investment Corp, and containing: (1) a statement of 

intent to terminate the franchise, together with reasons therefor; (2) the date on which such 

termination takes effect; and (3) a statement summarizing Investment Corp’s rights under the 

PMPA.

85. In or about September 2022, Marathon informed Pro Energy that the Property is 

not an approved Marathon location and that Pro Energy is not authorized to supply Marathonbranded fuel to the Property.

86. None of the grounds for termination outlined in 15 U.S.C § 2802(b) apply.

87. Marathon’s conduct was in willful violation of the requirements of 15 U.S.C. 

§ 2802 and in willful violation of Investment Corp’s rights thereunder.

88. In any action arising from a franchisor’s failure to comply with the requirements of 

15 U.S.C § 2802, “the court shall grant such equitable relief as the court determines is necessary 

to remedy the effects of any failure to comply with the requirements of section 2802 . . . of this 

title, including declaratory judgment, mandatory or prohibitive injunctive relief, and interim 

equitable relief.

89. Based upon Marathon’s aforementioned conduct, Investment Corp has suffered 

damages.

WHEREFORE, Investment Corp demands judgment against Marathon as follows:

(a) actual damages, pursuant to the PMPA, 15 U.S.C. § 2805(d)(1)(a);

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(b) exemplary damages, pursuant to the PMPA, 15 U.S.C. § 2805(d)(1)(b);

(c) attorneys’ fees and expert witness fees, pursuant to the PMPA, 15 U.S.C. § 

2805(d)(1)(c);

(d) costs of suit; and

(e) all such further relief as the Court deems just and proper.

COUNT III – TORTIOUS INTERFERENCE 

WITH A BUSINESS RELATIONSHIP

90. Investment Corp reincorporates paragraphs 1-63 above as if originally set forth

herein.

91. During all relevant times, Investment Corp has had a business relationship with Pro 

Energy whereby Pro Energy will supply Investment Corp with Marathon-branded fuel.

92. Marathon was directly and/or indirectly aware of the terms and scope of Investment 

Corp’s business relationship with Pro Energy, including because Pro Energy was supplying 

Marathon-branded fuel to Investment Corp.

93. In or about September 2022, Marathon informed Pro Energy that the Property is 

not an approved Marathon location and that Pro Energy is not authorized to supply Marathonbranded fuel to the Property because it is not operating on the Marathon Heartland Network. 

94. Since September 11, 2022, Marathon has prevented Pro Energy from supplying fuel 

to the Property, unless and until such time that the Property is operating on the Marathon Heartland 

Network.

95. On or about September 11, 2022, Pro Energy ceased selling Marathon-branded fuel 

to Investment Corp because Marathon prohibited Pro Energy from continuing to do so.

96. Since September 11, 2022, Investment Corp has been completely unable to 

purchase Marathon-branded fuel due to Marathon’s actions.

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97. At all relevant times, Investment Corp has communicated to Marathon and Pro 

Energy its intent and desire to purchase Marathon-branded fuel from Pro Energy and sell Marathonbranded fuel at the Property.

98. Further, joining the Marathon Heartland Network can take several weeks, and 

Marathon did not provide Investment Corp with sufficient time or opportunity to join the Marathon 

Heartland Network before cutting off Investment Corp’s ability to purchase Marathon-branded

fuel.

99. Marathon knowingly, intentionally, and unjustifiably interfered with Investment 

Corp’s business relationship with Pro Energy by forcing Pro Energy to terminate its agreement

with Investment Corp to supply Marathon-branded fuel to the Property. Marathon’s interference 

was improper in means and motive.

100. Marathon’s improper interference with Investment Corp’s and Pro Energy’s

business relationship caused Investment Corp damages, injuries and expenses, including suddenly 

having to de-brand the Property and purchase alternative non-Marathon fuel in order to avoid 

shutting down its business. 

101. As a direct, proximate, and foreseeable result of Marathon’s tortious interference 

with the business relationship between Investment Corp and Pro Energy, Investment Corp has 

suffered substantial damages.

WHEREFORE, Investment Corp respectfully requests that this Honorable Court enter a 

judgment in its favor and against Marathon, for: (i) actual and compensatory damages in an amount 

to be determined at trial; (ii) attorneys’ fees, costs and pre- and post-judgment interest; and (iii) 

such other and further relief as this Honorable Court deems just and proper.

Case 1:22-cv-23272-DPG Document 38 Entered on FLSD Docket 02/01/2023 Page 18 of 19
QB\77467997.4

19

DEMAND FOR JURY TRIAL

Investment Corp demands a jury trial on all issues so triable.

QUARLES & BRADY LLP

By: /s/ Joseph T. Kohn

Joseph T. Kohn

Florida Bar No. 113869

Gabriela N. Timis

Florida Bar No. 1025730

1395 Panther Lane, Suite 300

Naples, FL 34109

239/659-5026 Telephone

239/213-5426 Facsimile

joseph.kohn@quarles.com

gabriela.timis@quarles.com

debra.topping@quarles.com

kerlyne.luc@quarles.com

DocketFL@quarles.com

Co-Counsel for Plaintiff

CERTIFICATE OF SERVICE

I HEREBY CERTIFY on February 1, 2023, I electronically filed the foregoing with the 

Clerk of the Court by using the CM/ECF system, which will send a notice of electronic filing to 

all counsel of record.

/s/Joseph T. Kohn

Joseph T. Kohn

Case 1:22-cv-23272-DPG Document 38 Entered on FLSD Docket 02/01/2023 Page 19 of 19