Casserlie v. Shell Oil Company
Supreme Court of Ohio
902 N.E.2d 1 (2009)
Shell (defendant) sold gasoline to dealer-franchisees (plaintiffs) at a posted dealer-tank-wagon price within its competitors' range, while selling to jobbers directly from its terminal at a lower price that excluded delivery costs and reflected jobbers' additional business functions; the dealers sued, alleging Shell set its dealer price in bad faith to intentionally drive them out of business and take over their stations. The trial court granted Shell summary judgment, finding no showing the price was commercially unreasonable, and the court of appeals affirmed before the dealers appealed further.
Whether the UCC's good-faith requirement for an open price term to be fixed by the seller requires an inquiry into the seller's subjective intent, or is satisfied by an objectively reasonable, nondiscriminatory posted price.