United States Court of Appeals

FOR THE DISTRICT OF COLUMBIA CIRCUIT

Argued October 20, 2011 Decided March 20, 2012

No. 10-7168

METROIL, INC.,

APPELLANT

v.

EXXONMOBIL OIL CORPORATION, ET AL.,

APPELLEES

Appeal from the United States District Court

for the District of Columbia

(No. 1:09-cv-01860)

Peter H. Gunst argued the cause and filed the briefs for 

appellant. 

Mark A. Klapow argued the cause and filed the brief for 

appellees ExxonMobil Oil Corporation and Exxon Mobil 

Corporation.

Alphonse M. Alfano argued the cause and filed the brief 

for appellee Anacostia Realty, LLC. 

Before: GARLAND and KAVANAUGH, Circuit Judges, and 

EDWARDS, Senior Circuit Judge.
2

Opinion for the Court filed by Circuit Judge 

KAVANAUGH.

KAVANAUGH, Circuit Judge: This case involves a 

dispute over operation of an Exxon gas station located next to 

the Watergate in Washington, D.C. Until 2009, Exxon owned 

the station and leased it to Metroil, a gas station franchisee

that operated the station. In 2009, Exxon sold the station to

Anacostia, a gasoline distributor. After Exxon sold the station

to Anacostia, Metroil continued to operate the station. But

Metroil nonetheless sued Exxon and Anacostia, claiming

three violations of federal and D.C. law relating to the sale of 

the station by Exxon to Anacostia. 

First, Metroil contends that Exxon’s sale to Anacostia 

violated a D.C. law, the Retail Service Station Amendment 

Act of 2009. That Act granted existing gas station franchisees 

(such as Metroil) a right of first refusal before the sale of a

station. However, the Act did not take effect until after 

Exxon’s sale to Anacostia, and the law therefore did not give 

Metroil a right of first refusal in this case.

Second, Metroil alleges a violation of the federal

Petroleum Marketing Practices Act, which as relevant here 

requires gas station franchisors to continue franchise 

relationships except under certain circumstances. According 

to Metroil, after the sale from Exxon to Anacostia, Anacostia 

illegally failed to continue the pre-existing franchise 

relationship. However, it is undisputed that Metroil still 

operates the gas station, buys and sells Exxon fuel, and uses

the Exxon trademark. Under the Act, those three facts mean

that the franchise relationship has continued.
3

Third, Metroil claims that Exxon violated the D.C. 

Code’s prohibition against contract assignments that 

materially increase the burden or risk on the non-assigning 

party. Metroil argues that Exxon’s assignment of the

franchise agreement to Anacostia materially increased the 

burdens and risks imposed on Metroil. But all of the burdens 

and risks alleged by Metroil were permitted by the original 

contract and are not attributable to the assignment. 

In a thorough and well-reasoned opinion, the District 

Court dismissed Metroil’s complaint. We affirm.

I

Until 2009, Exxon owned the gas station at 2708 Virginia 

Avenue, N.W., next to the Watergate in the District of 

Columbia. In 2006, Exxon signed a three-year franchise 

agreement with Metroil under which Metroil would operate 

the gas station. Exxon thus acted as the franchisor, and 

Metroil acted as the franchisee. 

Under the franchise agreement, Metroil was to operate 

the Exxon gas station, sell Exxon fuel at the station, and use 

Exxon’s trademarks. The 2006 agreement also provided that 

“ExxonMobil may transfer or assign all or part of its rights or 

interest . . . without restriction . . . to any person or entity.” 

J.A. 209. In the agreement, Metroil acknowledged that an 

assignment could affect its rights and obligations to the extent 

that an assignee had different policies or programs than 

Exxon, and Metroil agreed that such an impact was 

contemplated by the parties under the agreement. The

agreement further stated that the fuel prices charged by Exxon 

to Metroil were “subject to change by ExxonMobil at any 

time and without notice,” and that the method of payment (by 
4

Metroil to Exxon for the fuel) could include “any” method “as 

ExxonMobil may designate from time to time.” J.A. 186, 

187. The agreement had an expiration date of June 30, 2009, 

which was later extended to July 31, 2009.

In 2008, Exxon announced that it intended to sell its U.S. 

gas stations to gasoline distributors. Distributors often

purchase and resell multiple brands of gasoline. Sometimes, 

they also operate gas stations. Many Exxon franchisees were 

alarmed by Exxon’s decision. They feared that the 

distributors would jack up rents and prices in order to force 

the gas station franchisees out of business, which would allow 

the distributors to take over operation of the stations.

On January 22, 2009, in response to Exxon’s decision to 

sell its gas stations to distributors, D.C. City Council Member 

Mary Cheh introduced a bill to give franchisees “a right of 

first refusal in the event that a franchisor sells, transfers, or 

assigns its interest in the premises of a retail service station to 

a third-party.” Committee on Government Operations and the 

Environment, Council of the District of Columbia, Report on 

the Retail Service Station Amendment Act of 2009, Bill 18-

89, at 8 (Apr. 2, 2009).

On April 2, 2009, the D.C. Council’s Committee on 

Government Operations and the Environment met to consider 

and vote on the bill. Council Member Cheh explained “the 

urgent need for the legislation because of [the] proposed sale 

by Exxon of its interests in the District’s retail service 

stations.” Id. at 9. Council Member Harry Thomas offered an 

amendment, clarifying that “the right of first refusal would 

not apply to contracts executed before April 1, 2009, in order 

to avoid potential constitutional problems related to 

impairment of contracts.” Id. at 10. The Committee then 
5

voted unanimously to approve the bill with the Thomas 

amendment.

On May 5, 2009, the D.C. Council passed the legislation. 

On May 20, 2009, Mayor Fenty signed the legislation, as is

generally required for a D.C. bill to be enacted. See D.C.

CODE § 1-204.04(e).1 In light of D.C.’s unique constitutional 

status, Congress also has an opportunity to review D.C. 

legislation before a new D.C. law may take effect. See D.C.

CODE § 1-206.02(c). Here, as a result of that congressional 

review, the law did not take effect until July 18, 2009. See 56 

D.C. Reg. 6137 (Aug. 7, 2009).

Meanwhile, in June 2009 – after the Council passed and

the Mayor signed the new law, but before the law took effect 

– Exxon sold the gas station and assigned the franchise 

agreement to Anacostia Realty, a gasoline distributor.

Council Member Cheh viewed this and other Exxon sales 

in D.C. that occurred at the same time as a beat-the-clock step 

by Exxon. On June 30, 2009, she introduced an “Emergency 

Declaration Resolution.” The Resolution stated in pertinent 

part:

(c) Notwithstanding the clear legislative intent that the 

right of first refusal attach to transfers, sales, or 

assignments made after April 1, 2009, a franchisor 

transferred its interest in approximately 29 stations in the 

 1 A bill can also be enacted if the Mayor fails to act on the bill 

within 10 days after it is presented or if a mayoral veto is 

overridden by two-thirds of the Council. See D.C. CODE § 1-

204.04(e).
6

District without offering a right of first refusal. That 

transfer occurred on or about Monday, June 15, 2009.

(d) This emergency will confirm the Council’s intent to 

ensure that a franchisee possesses the right of first refusal 

before any sale, transfer, or assignment of a franchisor’s 

interest in a leased marketing premises occurring on or 

after April 1, 2009, as established under the Retail Service 

Station Amendment Act of 2009.

Retail Service Station Amendment Emergency Declaration 

Resolution of 2009, D.C. Council PR18-397 (unenacted). 

Under D.C. law, nine votes (out of the 13 Council 

Members) are needed to pass that kind of emergency 

legislation. See D.C. CODE § 1-204.12(a); D.C. Council Rule 

412 (2009). The Cheh proposal failed to obtain the necessary 

nine votes.

Since Exxon’s sale to Anacostia in June 2009, Metroil 

and Anacostia have not signed a new franchise agreement. 

But Anacostia still allows Metroil to operate the gas station, 

still supplies Exxon fuel to Metroil, and still allows Metroil to 

use Exxon trademarks. According to Metroil, however, 

Anacostia has charged higher prices for the fuel and required 

a new means of payment.

Metroil later sued Exxon and Anacostia, claiming as 

relevant here that: (1) Exxon violated the D.C. Retail Service 

Station Amendment Act when Exxon sold the gas station to 

Anacostia without offering Metroil a right of first refusal, (2)

Anacostia violated the federal Petroleum Marketing Practices 

Act when Anacostia failed to continue the franchise 
7

relationship with Metroil, and (3) Exxon violated the D.C. 

Code by assigning the franchise agreement to Anacostia.

Anacostia and Exxon filed separate motions to dismiss. 

The District Court granted the motions to dismiss, holding 

that the D.C. Retail Service Station Amendment Act did not 

apply retroactively to Exxon’s sale to Anacostia, that there 

was not a failure to continue the franchise relationship (much 

less an unlawful failure to continue) for purposes of the 

federal Petroleum Marketing Practices Act, and that Exxon’s 

assignment did not violate the D.C. Code.

Metroil now appeals. Our review of these questions of 

law is de novo. 

II

Metroil first argues that Exxon violated the D.C. Retail 

Service Station Amendment Act of 2009 by selling the gas 

station to Anacostia without affording Metroil a right of first 

refusal to buy the station.

The Retail Service Station Amendment Act of 2009

provided that:

In the case of leased marketing premises as to which the 

franchisor owns a fee interest, the franchisor shall not 

sell, transfer, or assign to another person the franchisor’s 

interest in the premises unless the franchisor has first 

either made a bona fide offer to sell, transfer, or assign to 

the franchisee the franchisor’s interest in the premises, 

. . . or, if applicable, offered to the franchisee a right of 

first refusal of any bona fide offer acceptable to the 
8

franchisor made by another person to purchase the 

franchisor’s interest in the premises.

D.C. CODE § 36-304.12(a) (expired Jan. 1, 2011).

The Act took effect on July 18, 2009, and expired on 

January 1, 2011. The key question here is whether the Act 

applied to a sale that occurred in June 2009, before the Act’s 

effective date.

Under D.C. law, statutes are presumed not to apply 

retroactively.

2

 2 The relevant state’s retroactivity principles – here, D.C.’s –

govern the analysis of whether a particular state law applies 

retroactively. See, e.g., Centro Familiar Cristiano Buenas Nuevas 

v. City of Yuma, 651 F.3d 1163, 1168 n.12 (9th Cir. 2011) (Arizona 

law); Holt v. State Farm Fire & Casualty Co., 627 F.3d 188, 191-

95 (5th Cir. 2010) (Louisiana law); In re Professionals Direct 

Insurance Co., 578 F.3d 432, 441 (6th Cir. 2009) (Ohio law); 

BankWest, Inc. v. Baker, 446 F.3d 1358, 1366 (11th Cir. 2006) (per 

curiam) (Georgia law); Central Kansas Credit Union v. Mutual 

Guaranty Corp., 102 F.3d 1097, 1110-11 (10th Cir. 1996) (Kansas 

law); Centre Beverage Co. v. Miller Brewing Co., 779 F.2d 168, 

169-70 (3d Cir. 1985) (Pennsylvania law). See generally Abbe R. 

Gluck, Intersystemic Statutory Interpretation: Methodology as 

“Law” and the Erie Doctrine, 120 YALE L.J. 1898 (2011).

 That presumption stems from bedrock rule of 

law values that counsel against retroactive application of new 

laws. See generally Landgraf v. USI Film Products, 511 U.S. 

244, 265-67 (1994). Therefore, if a statute would attach new 

legal consequences to events completed before its effective 

date – by impairing rights a party possessed when it acted, 

increasing a party’s liability for past conduct, or imposing

new duties with respect to transactions already completed –

then the statute does not apply retroactively to those events 
9

absent “a clear legislative showing” favoring such a result. 

Bank of America, N.A. v. Griffin, 2 A.3d 1070, 1076 (D.C. 

2010) (citation omitted); see also Holzsager v. D.C. Alcoholic 

Beverage Control Board, 979 A.2d 52, 57 (D.C. 2009); Giant 

Food, Inc. v. D.C. Dep’t of Employment Services, 934 A.2d 

921, 923 (D.C. 2007).3

Here, if the D.C. Act applied to sales occurring before 

July 18, 2009, it would attach new legal consequences to 

events completed before the law’s effective date. In 

particular, it could impose damages on franchisors for already 

completed commercial transactions, and it might also require 

franchisors to unwind completed transactions. Because of the

consequences that would ensue from retroactive application 

 3 In the D.C. cases, the presumption has been phrased several 

ways, but for present purposes we find no meaningful difference in 

the varying formulations. See, e.g., Nixon v. D.C. Dep’t of 

Employment Services, 954 A.2d 1016, 1023 (D.C. 2008) 

(“legislation must be considered as addressed to the future, not to 

the past unless such be the unequivocal and inflexible import of the 

statutory terms”) (alterations omitted) (quoting Mayo v. D.C. Dep’t 

of Employment Services, 738 A.2d 807, 811 (D.C. 1999)); District 

of Columbia v. Gallagher, 734 A.2d 1087, 1093 (D.C. 1999) 

(“well-established rule” that statutes “are not to be given retroactive 

effect . . . unless the legislative purpose so to do plainly appears”)

(citation omitted); Redman v. Potomac Place Associates, LLC, 972 

A.2d 316, 319 n.4 (D.C. 2009) (“well-settled principle that 

retroactive applications of legislation are not to be presumed absent 

express legislative language or other clear implication that such 

retroactivity was intended”).

Under D.C. law, statutes that implement procedural changes 

generally apply retroactively to events completed before their

effective dates even absent a clear legislative showing favoring 

such a result. See, e.g., Lacek v. Washington Hospital Center 

Corp., 978 A.2d 1194, 1197-98 (D.C. 2009).
10

of this Act, we must apply the D.C. presumption against 

retroactivity. Under the presumption against retroactivity, the 

D.C. Act cannot apply to sales before July 18, 2009, absent a 

clear showing that the Council intended retroactive 

application. There is no such clear showing. 

To overcome the presumption against retroactivity, 

Metroil relies heavily on the Act’s language that it “shall not 

apply to any sale of leased marketing premises made pursuant 

to a contract which has been executed by duly authorized 

representatives of the parties prior to April 1, 2009.” D.C.

CODE § 36-304.15 (expired Jan. 1, 2011). From that clear 

statement of non-retroactivity as to sales before April 1, 2009, 

Metroil asks us to infer that the Act was intended to apply

retroactively to sales after April 1, 2009, but before the Act’s 

effective date of July 18, 2009. The problem for Metroil is 

that the Act does not say or otherwise indicate that it applies

to sales made before the Act’s effective date of July 18, 2009.

A mere inference from the Act’s clear statement of nonretroactivity does not constitute the “clear showing” necessary

to overcome the presumption against retroactivity. Stated 

more directly, we do not discern in the text of the law a clear 

legislative intent that the Act apply retroactively to sales in 

the interim between April 1, 2009, and July 18, 2009.

4

 4 The April 1 date was inserted into the legislation for the 

stated reason of avoiding potential constitutional problems in 

upsetting settled expectations with respect to contracts that were 

executed before the Committee voted on the bill on April 2. See

Committee on Government Operations and the Environment, 

Council of the District of Columbia, Report on the Retail Service 

Station Amendment Act of 2009, Bill 18-89, at 10 (Apr. 2, 2009); 

see also U.S. CONST. art. I, § 10, cl. 1. But there is no indication of 

an affirmative legislative intent that the Act apply retroactively to 
11

Metroil also points to the Act’s legislative history. 

Putting aside the question of the extent to which legislative 

history may inform the retroactivity analysis under D.C. law,

the Act’s legislative history falls far short of a clear showing

in favor of retroactivity. As Metroil notes, Council Member 

Cheh expressed an “urgent need for the legislation.” 

Committee on Government Operations and the Environment, 

Council of the District of Columbia, Report on the Retail 

Service Station Amendment Act of 2009, Bill 18-89, at 9 

(Apr. 2, 2009). But a general sense of urgency for legislation 

is far from a clear showing in favor of retroactive application

of that legislation. 

Metroil also cites the subsequent unenacted Cheh 

Emergency Resolution as support for retroactive application

of the Act. That Resolution would have applied the D.C. Act 

retroactively to sales between April 1, 2009, and July 18, 

2009. But the story of this proposed Resolution actually 

undermines Metroil’s position. To begin with, the Resolution 

did not pass, suggesting if anything that the necessary supermajority of the D.C. Council did not believe that the Act 

should apply retroactively to sales between April 1, 2009, and 

July 18, 2009. Moreover, although we must be cautious about

reading too much into failed legislative proposals, the fact that 

Council Member Cheh felt the need to propose the subsequent 

Emergency Resolution suggests that she (correctly) feared

that, absent this supplemental law, the original legislation 

would not apply retroactively to Exxon’s June 2009 sales, 

including the sale to Anacostia. 

 

sales before the Act’s ultimate effective date (which turned out to 

be July 18, 2009).
12

In sum, the text and history of the Act do not demonstrate 

the requisite clear intent that the Act apply retroactively. 

Therefore, because Exxon sold the service station to 

Anacostia in June 2009 – before the Act’s effective date of 

July 18, 2009 – the Act did not give Metroil a right of first 

refusal with respect to this sale. 

III

Metroil next argues that Anacostia failed to renew the

franchise relationship in violation of the federal Petroleum 

Marketing Practices Act.5

The Petroleum Act provides that motor fuel franchisors 

may terminate a franchise agreement or fail to renew a 

franchise relationship only in limited circumstances. See 15 

U.S.C. § 2802; see also Mac’s Shell Service, Inc. v. Shell Oil 

Products Co., 130 S. Ct. 1251, 1254 (2010). The Act thus 

affords gas station franchisees federal legal protection beyond

that granted by state contract law. 

The threshold Petroleum Act question in this case is 

whether Anacostia failed to renew the franchise relationship. 

As defined by the Petroleum Act, a failure to renew is “a 

failure to reinstate, continue, or extend the franchise 

relationship . . . at the conclusion of the term, or on the 

 5 Metroil initially argued that Exxon, not just Anacostia, also 

failed to renew the franchise relationship in violation of the 

Petroleum Act. However, at oral argument, Metroil acknowledged

that if Exxon’s assignment to Anacostia was valid, then only 

Anacostia had an obligation to renew the franchise relationship 

under the Petroleum Act. See Tr. of Oral Arg. at 40-41. Because 

Exxon’s assignment to Anacostia was valid, we address only 

Anacostia’s alleged failure to renew the franchise relationship.
13

expiration date, stated in the relevant franchise.” 15 U.S.C. 

§ 2801(14) (emphasis added). The obligation to renew goes 

to the “franchise relationship,” not to the franchise contract. 

A “franchise relationship” consists of “the respective motor 

fuel marketing or distribution obligations and responsibilities 

of a franchisor and a franchisee which result from the 

marketing of motor fuel under a franchise.” 15 U.S.C. 

§ 2801(2). As that definition reveals, a franchise relationship 

results from a franchise – that is, from a “‘contract’ that 

authorizes a franchisee to use the franchisor’s trademark, as 

well as any associated agreement providing for the supply of 

motor fuel or authorizing the franchisee to occupy a service 

station owned by the franchisor.” Mac’s Shell, 130 S. Ct. at 

1255; see also 15 U.S.C. § 2801(1). Those three specified 

responsibilities of the franchisor – authorizing use of the 

trademark, supplying fuel, and authorizing use of the station –

thus constitute the three statutory pillars of a franchise 

relationship. 

Because the statutory requirement for renewal applies to 

franchise relationships, not to franchise contracts, a 

franchisor is not required to renew an expiring franchise 

contract under all the same terms and conditions as the 

original contract. As the Senate Report accompanying the 

Act explained, the statute “requires renewal of the 

relationship between the parties as distinguished from a 

continuation or extension of the specific provisions of the 

franchise agreement.” S. REP. NO. 95-731, at 30 (1978).

To meet its obligation of continuing the “franchise 

relationship,” the franchisor thus must continue to provide the 

three statutory pillars of the franchise relationship: The 

franchisor must continue to authorize use of the franchisor’s 

trademark, to supply fuel to the franchisee, and to authorize 
14

the franchisee to use the station. To allege a failure to renew 

a franchise relationship, a franchisee must allege that it is

unable to use the franchisor’s trademark, to obtain the 

franchisor’s motor fuel, or to use the franchisor’s service 

station. See Dersch Energies, Inc. v. Shell Oil Co., 314 F.3d 

846, 860 (7th Cir. 2002) (“when a franchisee alleges that a 

franchisor has ‘failed to renew’ the parties’ franchise 

relationship, . . . it must demonstrate that at least one of the 

three essential components of a petroleum franchise has been 

discontinued”).

In this case, however, Metroil acknowledges that it still 

uses Exxon’s trademark, obtains Exxon motor fuel, and uses

the service station in question. Therefore, Metroil has not

alleged sufficient facts to show that there was a failure to 

renew the franchise relationship, much less that there was an 

unlawful failure to renew. For that reason, Metroil’s 

Petroleum Act claim was properly dismissed.

IV

Finally, Metroil argues that Exxon’s assignment to 

Anacostia violated a D.C. Code provision that states: 

“[U]nless otherwise agreed all rights of either seller or buyer 

can be assigned except where the assignment would . . . 

increase materially the burden or risk imposed” on the nonassigning party by the “contract, or impair materially” the 

non-assigning party’s “chance of obtaining return 

performance.” D.C. CODE § 28:2-210(2). 

Metroil claims that Exxon’s assignment to Anacostia 

materially increased the burden or risk on Metroil because 

Anacostia has charged “excessive prices for motor fuel” and 

“insisted on obtaining access to Metroil’s bank account.” 
15

Metroil Br. 36. However, the original franchise contract itself 

stated that prices were “subject to change . . . at any time and 

without notice,” J.A. 186, and that the method of payment 

could include automated direct debit “or any other method as 

. . . designate[d] from time to time,” J.A. 187. The franchise

contract also provided that Exxon could assign any or all of 

its rights or interests, without restriction, to any person or 

entity. Finally, in the franchise contract, Metroil expressly 

acknowledged that an assignment by Exxon could affect

Metroil’s rights and obligations under the agreement to the 

extent an assignee had policies or programs different from 

Exxon’s. Higher prices and direct debiting by the franchisor

were thus anticipated and permitted by the original franchise 

contract; the assignment did not materially increase the 

burdens or risks for Metroil with respect to those issues. 

Courts interpreting other states’ similar code provisions have 

come to similar conclusions. See, e.g., Clark v. BP Oil Co., 

137 F.3d 386, 393 (6th Cir. 1998); Beachler v. Amoco Oil 

Co., 112 F.3d 902, 907-08 (7th Cir. 1997); May-Som Gulf, 

Inc. v. Chevron U.S.A., Inc., 869 F.2d 917, 924-25 (6th Cir. 

1989).

Metroil also contends that Anacostia could not

adequately perform its obligation under the assigned contract

because Anacostia competes directly with Metroil and lacks 

the significant financial assets of Exxon. Of course, the 

assigned contract expired on July 31, 2009, shortly after the 

assignment. In any event, Metroil’s allegations on this point 

rely on mere speculation and do not suffice to state a claim. 

See Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 

(2007).6

 6 On appeal, Metroil argues that Exxon, aware of Anacostia’s 

inability to perform adequately, assigned the contract to Anacostia 
16

* * *

We affirm the judgment of the District Court.

So ordered.

 

in bad faith. However, Metroil did not assert that claim in its 

complaint, and we therefore do not consider it.