Do I have a right of first refusal for the gas station property?

Full question:

I have been a lessee of a gas station for 13 years. The lease has been transferred 2 times. I bought the station as a 'Company A' and a few years later 'Company B' bought 'Company A'. For the deal to go through, 'Company A' had to divest assets in Oregon and other states as well. 'Company C' bought those assets and rebranded my site ''Company C'', and the lease was transferred to 'Company C'. 'Company A' was now out of the Portland market; which brings me to my question. Wasn't I to have first right of refusal to buy the real property at the same price that 'Company C' paid since the brand 'Company A' pulled out of the Market? I was not offered anything besides my rent going up. I think I am protected by the PMPA act?

• Category: Oil Gas and Minerals
• Date: 04/07/2025
• State: Oregon

Answer:

The answer to your question depends on several factors, particularly whether your franchise was established before June 19, 1978, and if the term was for three years or longer. Under the Petroleum Marketing Practices Act (PMPA), a supplier can only terminate a franchise for specific reasons, such as the franchisee's failure to comply with the franchise terms or if the supplier loses the right to use the trademark associated with the gasoline sold.

Importantly, the PMPA stipulates that if a supplier intends to withdraw from a market or sell the underlying property, they must provide a bona fide offer to sell or a right of first refusal to the franchisee. This right must be at least 45 days in duration if another party is making an offer to purchase the property (15 U.S.C. § 2802(b)(2)(E)).

In your case, if 'Company A' withdrew from the Portland market and 'Company C' purchased the assets, you should have been offered a right of first refusal to buy the property at the same price that 'Company C' paid. If you were not offered this option and only faced a rent increase, it may indicate a violation of the PMPA. To determine your specific rights and options, you may want to consult with a legal professional who specializes in franchise law.