SUPERIOR COURT OF THE DISTRICT OF COLUMBIA

CIVIL DIVISION
ORDER
This matter comes before the Court on separate Motions to Dismiss filed on October 7,
2013 by Defendant ExxonMobil Oil Corporations (ExxonMobil) and by Defendants Capitol
Petroleum Group, LLC, Anacostia Realty, LLC, (Anacostia) and Springfield Petroleum
Realty, LLC (Springfield) (referred to collectively as CPG Defendants). The District filed
Opposition to both motions on November 8, 2013. ExxonMobil and the CPG Defendants filed
separate replies on November 19, 2013. The Court held oral argument on the motions to dismiss
on January 9, 2014. Upon consideration of the pleadings and the record as a whole, Defendants
Motions to Dismiss are GRANTED.
Background
The District seeks declaratory and injunctive relief against Defendants enforcement of
marketing agreements for the purchase and sale of gasoline that allegedly violate the Retail
Service Station Act (RSSA), D.C. Code 36-303.01, et seq. It is undisputed that the CPG
Defendants own about 60% of the approximately 107 total retail gasoline service stations in the
District of Columbia. This concentration of ownership is relatively recent. Before about
December of 2008, the CPG Defendants had been run primarily by independent retail dealers
DISTRICT OF COLUMBIA,
Plaintiff,
v.
EXXONMOBIL OIL CORP., et al.,
Defendants.
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*
*
*
* Case No. 2013 CA 005874 B
* Judge Craig Iscoe
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*
2
pursuant to franchise agreements under which the independent dealers purchased gasoline from
ExxonMobil and sold it under the ExxonMobil brand. In 2008, ExxonMobil sold or assigned its
franchise agreements in the District to the CPG Defendants.
1
ExxonMobil also sold or assigned
the stations real estate and equipment. Although there is some dispute about the precise nature
of what ExxonMobil and the CPG Defendants characterize as Distribution Agreements, the
agreements at issue give Anacostia and Springfield the nonexclusive right (or obligation) to
distribute ExxonMobil gas at the stations at issue. The District alleges that the agreements
violate the RSSA because they deny independent retailers the benefit of competition.
Accordingly, the District requests that the Court enjoin enforcement of the marketing agreements
and issue declaratory relief that the marketing agreements violate the RSSA.
In their motions to dismiss, Defendants contend that District does not have standing under
the RSSA or any other statute or principle of law to bring the action before the Court or to seek
the requested relief. The District contends that it has standing under the RSSA and also through
parens patriae. The Court turns first to the Districts statutory arguments that it has standing and
then to parens patriae authority.
Standard of Review
A plaintiffs complaint must contain a short and plain statement of the claim for relief,
such that it puts the defendant on notice of the claim against him. Sarete, Inc. v. 1344 U St.
Ltd. Pship, 871 A.2d 480, 497 (D.C. 2005); see generally Super. Ct. R. Civ. P. 8(a). Defendants
may contest the legal sufficiency of the complaint by filing a motion to dismiss pursuant to
Superior Court Rule 12(b)(6). See, e.g., Luna v. A.E. Engg Servs., LLC, 938 A.2d 744, 748

1
The facts presented above are a general summary of complex and detailed transactions. To the extent that the
summary omits certain facts and details, recitation of those facts is not necessary to a full consideration of the
legal matters at issue in this Order.
3
(D.C. 2007); see generally Super. Ct. R. Civ. P. 12(b). Upon receipt of a motion to dismiss, the
court must determine (1) whether the complaint includes well-pleaded factual allegations, and
(2) whether such allegations plausibly give rise to an entitlement for relief. See Ashcroft v. Iqbal,
129 S.Ct. 1937, 1949-52 (2009); see also Potomac Dev. Corp. v. District of Columbia, 28 A.3d
531 (D.C. 2011), Mazza v. House Craft LLC, 18 A.3d 786, 790 (D.C. 2011) (adopting Iqbals
heightened pleading standard), vacated as moot, No. 09-CV-1068 (D.C. June 30, 2011) (per
curiam). The complaint need not include detailed factual allegations, but must include more
than an unadorned, the defendant-unlawfully-harmed-me accusation. Potomac Dev. Corp., 28
A.3d at 544.
When considering a motion to dismiss, the court must accept, as true, all of the
allegations in the complaint, and construe all facts and inferences in favor of the non-moving
party. See Murray v. Wells Fargo Home Mort., 953 A.2d 308, 316 (D.C. 2008). The allegations
must, however, be sufficient to raise a right to relief above the speculative level. Clampitt v.
Am. Univ., 957 A.2d 23, 29 (D.C. 2008). Further, the complaint must provide more than mere
labels and conclusions. Grayson v. AT&T Corp., 980 A.2d 1137, 1144 (D.C. 2009).
Discussion
I. The District Does Not Have Express Statutory Authority to Bring This Action
A state may bring a civil action if there is express statutory authority authorizing the
Attorney General
2
or other official to enforce the statutory provision at issue. It is undisputed
that the RSSA does provide an express statutory right for the Attorney General or Mayor to

2
The plain text of the RSSA expressly allows for the Mayor to enforce Subchapters II and IV. For the purposes
of this Order, the Court refers to D.C. Attorney General and Mayor interchangeably when referring to the
District official responsible for enforcing the law.
4
pursue violations of Subchapter
3
III. The failure to give the Mayor authority to enforce
violations of Subchapter III is not a mere oversight. The RSSA expressly allows the Mayor to
enforce its Subchapters II and IV, but includes no similar statutory authority to enforce
Subchapter III. D.C. Code 36-302.04(c) provides, [t]he Mayor is authorized to promulgate all
other rules and regulations necessary for the proper implementation and enforcement of
Subchapters II and IV of this chapter. D.C. Code 36-302.05(a) further provides,
Whenever the Mayor has reason to believe that any person has violated or is violating
any provision of subchapter II or IV of this chapter or the rules and regulations
promulgated pursuant thereto, he shall cause written notice to be served upon such person
in the manner provided by law If the person so ordered refuses or fails to comply with
such order, the Mayor shall be authorized to apply to any court of competent jurisdiction
for a temporary restraining order, preliminary injunction, or permanent injunction
restraining such person from continuing such violation. The court shall have jurisdiction
to grant such temporary restraining order, preliminary injunction, permanent injunction,
or other relief as may be appropriate under the circumstances.
(emphasis added). The District, however, is not alleging that Defendants violate either
Subchapters II or IV, but only that the Defendants marketing agreements with retail dealers
violate Subchapter III of the RSSA (D.C. Code 36-303.01(a)(6) and (a)(11)).
Subchapter III expressly provides remedies only to retail dealers. See D.C. Code 26-
303.04 (providing terms for the sale or repurchase of products and equipment in the event of
termination of, cancellation of, or failure to renew a marketing agreement). In addition,
Subchapter III expressly allows for a retail dealer to file a civil action against distributors,
providing
(a)(1) In addition to any and all other remedies available to the retail dealer under this
subchapter, the marketing agreement, any other statute or act, or law or equity, a retail
dealer may maintain a civil action against a distributor for:
(A) Failure to make such disclosures as are required by 36-303.02;

3
Although subchapter is not capitalized in the text of the RSSA, the Court capitalizes Subchapter in this
Order to make it easier for the reader to locate citations.
5
(B) Failure to repurchase as required by 36-303.04(b)
(C) Failure to pay the full value of any business goodwill as required by 36-303.04(d);
(D) Wrongful or illegal cancellation of, termination of, or failure to renew a marketing
agreement with the retail dealer under 36-303.03;
(E) Unreasonably withholding approval of a proposed sale, assignment, or other transfer
of the marketing agreement.
Id. Unlike Subchapters II and IV, the text of Subchapter III does not provide enforcement
authority to the Mayor, Attorney General, or any other public official.
II. The District Does Not Have Implied Statutory Authority to Bring This Action
Because there is no express provision for the Mayor, Attorney General or other District
official to maintain a right of action under Subchapter III, the District argues that the Court
should find it has standing or an implied right of action through the Attorney Generals broad
authority to enforce statutory regulations in the District. When considering whether a statute
contains implied authority, the rules of statutory construction are well established. District of
Columbia v. Place, 892 A.2d 1108, 1111 (D.C. 2006). The first step in construing a statute is to
read the language of the statute and construe its words according to their ordinary sense and plain
meaning. Hospitality Temps Corp. v. District of Columbia, 926 A.2d 131, 136 (D.C. 2007)
(quoting United States v. Bailey, 495 A.2d 756, 760 (D.C. 1985)). The Court is required to give
effect to a statutes plain meaning if the words are clear and unambiguous. District of Columbia
v. Bender, 906 A.2d 277, 281-82 (D.C. 2006). The literal words of a statute, however, are not
the sole index to legislative intent, but rather, are to be read in the light of the statute taken as a
whole, and are to be given a sensible construction and one that would not work an obvious
injustice. Id. (internal quotation marks and citations omitted). [E]ven where the words of a
statute have a superficial clarity, a review of the legislative history or an in-depth consideration
of alternative constructions that could be ascribed to statutory language may reveal ambiguities
that the court must resolve. District of Columbia v. Place, 892 A.2d 1108, 1111 (D.C. 2006)
6
(quoting Peoples Drug Stores, Inc. v. District of Columbia, 470 A.2d 751, 753 (D.C. 1983)); see
also District of Columbia v. Gallagher, 734 A.2d 1087, 1091 (D.C.1999) ([W]ords are inexact
tools at best, and for that reason there is wisely no rule of law forbidding resort to explanatory
legislative history . . . ) (quoting Harrison v. Northern Trust Co., 317 U.S. 476, 479 (1943)).
Because the legislature must be presumed to have acted rationally and reasonably, with an
awareness of the goals of the statutory scheme as a whole, the courts eschew interpretations that
lead to unreasonable results, that create obvious injustice, or that produce results at variance with
the policies intended to be furthered by the legislation. In re C.L.M., 766 A.2d 992, 996-97
(D.C. 2001) (internal citations omitted).
Courts have found that states have implied authority when the plain language of a statute
includes a provision contemplating broad enforcement of its provisions, for example that the
statute is enforceable by any person injured or aggrieved. In, Massachusetts v. Environmental
Protection Agency, 549 U.S. 497, 526 (2007), the Supreme Court found that Massachusetts had
standing to challenge the deferral of federal regulations affecting costal development because the
harm to the states coastal property was sufficiently concrete and the risk of catastrophic harm,
though remote, is nevertheless real. That risk would be reduced to some extent if
[Massachusetts] received the relief they seek. We therefore hold that petitioners have standing to
challenge EPAs denial of their rulemaking petition. The statute under which Massachusetts
brought its action allowed for any person to challenge the deferral of regulations, but did not
expressly provide that states could challenge the deferral. See 42 U.S.C. 7607(b)(2).
On the other hand, where, as here, a legislative body has made clear that it does not
intend to convey broad enforcement authority, courts have understandably been reluctant to find
implicit standing. For example, in Connecticut v. Physicians Health Services of Connecticut,
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Incorporated, 287 F.3d 110, 112 (2nd Cir. 2002), the Second Circuit held that Connecticut did
not have standing to sue because Congress carefully crafted the Employment Retirement
Income Security Act of 1974, 29 U.S.C. 1132, so that parties other than those explicitly
named therein plan participants, beneficiaries, and fiduciaries may not bring suit. The
language of the statute specifically did not allow enforcement by any person injured or
aggrieved, but instead contemplated specific complainants. See Connecticut, 287 F.3d at 121.
The Second Circuit found,
Because states are not mentioned in 1132(a)(3), Congress -- which carefully drafted
[the] provisions of 1132 -- did not intend for them to have the ability to bring suit
pursuant to 1132(a)(3). Furthermore, as the district court explained, the inference that
Congress intentionally omitted states from section [1132(a)(3)] finds strong support in
the fact that states are expressly empowered by section [1132(a)(7)] to bring only a very
limited class of cases to enforce qualified medical child-support orders.
Id.
Here, it is clear that the plain language of Subchapter III of the RSSA also does not
include a provision for any person to pursue a lawsuit, but specifically provides instead that the
right to a cause of action is vested in retail dealers. Moreover, the Court finds that the RSSA, in
its entirety, does not contain a broad enforcement provision that would permit suit by a person
who is injured or aggrieved. Accordingly, the District is not be able to step in to the shoes of
any person injured or aggrieved. See, generally, Massachusetts, 549 U.S. 497 (2007),
Louisiana ex rel. Ieyoub v. Borden Inc., No. 94-3640, 1995 U.S. Dist. Lexis 1921 (E.D.La. Feb
10, 1995); Alabama ex rel. Galanos v. Star Serv. & Petroleum Co., 616 F.Supp. 429 (D.C.Ala.
1985); New York v. General Motors Corporation, 547 F.Supp. 703 (S.D.N.Y. 1982).
Therefore, because there is no express statutory provision for the Attorney General or
Mayor and no broad implied authority allowing the District to bring a cause of action on behalf
of any person, the Court must examine the RSSAs legislative history and determine whether
8
the D.C. Council intended for the Attorney General to have implied enforcement authority in
pursuing violations of the statute.
The District argues that the Attorney General has an implied authority to maintain a suit
because the District has broad authority to uphold the public interest. D.C. Code 1-301.81
provides,
(a)(1) The Attorney General for the District of Columbia (Attorney General) shall have
charge and conduct of all law business of the said District and all suits instituted by and
against the government thereof, and shall possess all powers afforded the Attorney
General by the common and statutory law of the District and shall be responsible for
upholding the public interest. The Attorney General shall have the power to control
litigation and appeals, as well as the power to intervene in legal proceedings on behalf of
this public interest.
The District contends that the broad authority vested in the Attorney General may be construed
to allow enforcement of the RSSA. According to the District, the RSSA should be liberally
interpreted because D.C. Code 36-305.01 encompasses the broad goal of upholding the public
interest, providing, [t]his chapter shall constitute a statement of the public policy of the District
of Columbia. The provisions of this chapter shall be liberally construed in order to effectively
carry out the purposes of this chapter in the interests of the public health, safety, and welfare.
The District argues further that the D.C. Council enacted the RSSA to foster adequate and
meaningful competition in the retail marketing segment of the petroleum industry. In its Draft
Report dated September 10, 1976 discussing the enactment of Bill No. 1-333, the Retail Service
Station Act of 1976 and Bill No. 1-39, the Retail Service Station Act, the D.C. Council stated,
the Committee believes that competition in the retail marketing segment of the petroleum
industry is currently inadequate. See Dist. Opp. to Mot. to Dismiss, Ex. A. at 20, Committee on
Transportation and Environmental Affairs Report No. 1 on Bill Nos. 1-333 and 1-39, Nov. 16,
1976. The Council further found, [c]ompetition is directly related to the total number of retail
9
service stations and their proximity to each other. Furthermore, the type of
distribution/marketing system utilized in the operation of each retail service station is extremely
important in assessing the adequacy of competition. Id. at 20-21. The District argues that the
legislative history in enacting the RSSA is clear that it meant to stem the tide of such non-
competitive practices. Dist. Opp. to Mot. to Dismiss at 18.
The District of Columbia Court of Appeals considered interpreting the RSSA liberally in
Dege v. Milford, 574 A.2d 288 (D.C. 1990) and Davis v. Gulf Oil Corp., 485 A.2d 160 (D.C.
1984). In Davis v. Gulf Oil Corp., the Court of Appeals found
Although the RSSA explicitly authorizes civil actions and the imposition of a wide range
of remedies for violations of a number of RSSA provisions, D.C. Code 10-226(a)
(1981), it does not expressly provide any remedy for a violation of 10-221(a)(10)
[which provided that no franchise agreement should be for a term of less than one year].
We are certain, nonetheless, that the legislature intended to permit franchisees to seek
relief from franchisors' violations of 10-221(a)(10); the only question is what remedies
are appropriate.
485 A.2d at 171 n.12. At issue in Davis was whether the Petroleum Marketing Practices Act
preempted the Retail Service Stations Act and whether a franchisee could use the RSSA as a
defense against a franchisors nonrenewal actions. Id. In Dege v. Milford, the Court of Appeals
was concerned with the significant disparity in bargaining power between oil company
distributors and retail dealers and found explicitly that one of the Council's objectives in
adopting the RSSA was to rectify the imbalance between independent service station retailers
and their franchisors. 574 A.2d 288. Specifically, the Council sought to grant increased legal
protection to retail dealers and to insure that distributors will treat retail dealers in an equitable
manner. Dege, 574 A.2d at 291-92.
Although the Court of Appeals recognized a liberal interpretation of the RSSA in both
Dege and Davis, a franchisee [retail dealer] was litigating a private action against a franchisor.
10
In neither case, did the Court of Appeals consider whether the District could be a real party in
interest. This Court finds that allowing the District to enforce the RSSA is too broad an
interpretation of the statute. The plain language of the RSSA provides remedies specifically for
retail dealers, not the District. The Court finds that the D.C. Council clearly intended for retail
dealers to have a cause of action under Subchapter III of the RSSA because of potential
disparities in bargaining power. In addition, the D.C. Council recognized that the effects of
Subchapter III have an inconsequential impact on the Districts budget because Subchapter III
deals exclusively with private rights, and therefore, should have negligible budgetary impacts
on the District of Columbia. Dist. Opp. to Mot. to Dismiss, Ex. A. at 64, Committee on
Transportation and Environmental Affairs Report No. 1 on Bill Nos. 1-333 and 1-39, Nov. 16,
1976.
The District argues, without a substantial elaboration, that it should be able to enforce
violations of the RSSA because the competitive market that the D.C. Council wanted to see
when passing the RSSA is not the market that presently exists. The legislative history of the
RSSA clearly shows that the D.C. Council consciously chose not to grant the Attorney General
or Mayor the express ability to enforce penalties for violations of Subchapter III of the RSSA. In
2011, the Attorney General requested express authority to enforce D.C. Code 36-303.01(a)(6)
through a proposed amendment to the RSSA, Bill Number 19-299, Retail Service Station
Amendment of 2011. Specifically, the Attorney General requested express authority to:
(1) Sue to enjoin violations by any refiner, distributor or retail dealer;
(2) Sue to enjoin violations by any person or entity acting in concert with any refiner,
distributor or retail dealer;
(3) Recover a civil penalty of up to $5,000 for each violation of the RSSA;
(4) Recover attorneys fees and costs incurred for RSSA enforcement actions; and
(5) Issue and seek enforcement of pre-complaint, investigatory subpoenas.\
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Dist. Opp. to Mot. to Dismiss at 5. The District contends that the Councils refusal to pass the
proposed amendment does not affect the implied authority already held by the District of
Columbia to enforce the statute. The District argues that the proposed amendment to the RSSA
would have allowed the Attorney General to pursue single, or more limited, violations of the
RSSA without having to allege that the violations affected the general public and were
sufficiently widespread as to evoke parens patriae authority.
That argument is not persuasive. The plain language of the statute explicitly provides for
a cause of action only for retail detailers, and not the Mayor or Attorney General of the District
of Columbia. The Court finds that the Council was aware that there were many concerns about
enforcement of the RSSA, but the Council still did not include language granting the Attorney
General express authority to enforce Subchapter III. The Draft Report of the D.C. Councils
Committee on Government Operations and the Environment, submitted on July 11, 2011, found,
the gasoline industry has changed significantly in the District. Over the years, the total number
of retail service stations has steadily decreased. Reply of CPG Defendants, Ex. 2 at 3. The
Councils Draft Report also recognized that fewer companies actually control a larger share of
the market than in 2007, with two jobbers account for nearly 70% of the Districts service
stations. Id. at 4.
The Councils report expressly discussed the potential of market prices to increase if a
small concentration of jobbers had control over the majority of retail service stations in the
District. In addition, the Councils report acknowledged that the Attorney General was best
situated to bring an action for violations of the RSSA on behalf of District residents and
consumers because individual consumers would be unlikely to assemble a suitably large class
and station operators might be hesitant to bring actions against distributors for fear of retaliation
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and the costs of litigation. Considering all of these concerns and recognizing a lack of
competition in the market, the D.C. Council, in a 6-6 vote on February 7, 2012, declined to
provide the Attorney General or Mayor standing to sue under Subchapter III. See Defs. Reply of
CPG Defendants, Ex. 3, D.C. Council Timeline for Bill Number 19-299, Retail Service Station
Amendment Act of 2011. It is clear that the Council recognized the current market and
potential impact of granting the Attorney General express authority to enforce Subchapter III
violations and deliberately chose not to grant the Attorney General that authority.
Accordingly, the Court finds that the District has neither express nor broad implied
statutory authority to pursue violations of the RSSA.
III. The District Does Not Have Parens Patriae Standing Through Common Law
The District also argues that it has standing to pursue violations of the RSSA because it is
a real party in interest through its parens patriae authority. Article III of the United States
Constitution requires that a party have standing in order to pursue its claim. In order to sue in its
parens patriae capacity, the District must first allege harm to a quasi-sovereign interest.
Parens patriae, literally parent of the country, refers traditionally to role of state as
sovereign and guardian of persons under legal disability. Alfred L. Snapp & Son v. Puerto Rico,
458 U.S. 592, 600 n.8 (1982) (citing Black's Law Dictionary 1003 (5th ed. 1979)). In order to
establish standing, the State must assert an injury to what has been characterized as a quasi-
sovereign interest, which is a judicial construct that does not lend itself to a simple or exact
definition. Puerto Rico, 458 U.S. at 601.
Quasi-sovereign interests stand apart from all three of the above: They are not sovereign
interests, proprietary interests, or private interests pursued by the State as a nominal
party. They consist of a set of interests that the State has in the well-being of its populace.
Formulated so broadly, the concept risks being too vague to survive the standing
requirements of Art. III: A quasi-sovereign interest must be sufficiently concrete to create
13
an actual controversy between the State and the defendant. The vagueness of this concept
can only be filled in by turning to individual cases.
Id. at 602. To assert a quasi-sovereign interest, the State must articulate an interest apart from
the interests of particular private parties, i.e., the State must be more than a nominal party. Id. at
607. The Supreme Court clarified the concept, by stating that the [i]nterests of private parties
are obviously not in themselves sovereign interests, and they do not become such simply by
virtue of the State's aiding in their achievement. In such situations, the State is no more than a
nominal party. Id. at 602. In addition, courts have also examined whether the State has a quasi-
sovereign interest if the injury is one that the State, if it could, would likely attempt to address
through its sovereign lawmaking powers. Id. at 607. It is the nature of the state's interest, not
the remedy it seeks, that governs whether a parens patriae action lies. Louisiana ex rel. Ieyoub,
1995 U.S. Dist. Lexis 1921 at *12.
Courts have construed the scope of parens patriae authority of a state narrowly, finding
that a state has a quasi-sovereign interest in the health and well-being of its citizens when the
articulated injury is sufficiently concrete and affects a substantial segment of its population. See
Puerto Rico, 458 U.S. 592. In Pennsylvania v. West Virginia, 262 U.S. 553 (1923), the Supreme
Court found that Pennsylvania had standing to pursue an action when its access to natural gas
produced in West Virginia was threatened. The Supreme Court found that
The private consumers in each State . . . constitute a substantial portion of the State's
population. Their health, comfort and welfare are seriously jeopardized by the threatened
withdrawal of the gas from the interstate stream. This is a matter of grave public concern
in which the State, as representative of the public, has an interest apart from that of the
individuals affected.
Id. at 592. The Supreme Court has also found that a state has standing when it may be placed in
an economically inferior position by the challenged action. In Georgia v. Pennsylvania Railroad
Company, 324 U.S. 439 (1945), Georgia alleged that 20 railroads had conspired to fix freight
14
rates, discriminating against Georgia shippers, in violation of federal antitrust laws. The Court
found that Georgia had parens patriae authority to bring suit because, if it were true,
the economy of Georgia and the welfare of her citizens have seriously suffered as the
result of this alleged conspiracy [] Georgia was a representative of the public is
complaining of a wrong which, if proven, limits the opportunities of her people, shackles
her industries, retards her development, and relegates her to an inferior economic position
among her sister States. These are matters of grave public concern in which Georgia has
an interest apart from that of particular individuals who may be affected.
Id. at 450-451.
If a states economic wellbeing is not a central issue, courts have also found that a state
may have standing to ensure that its citizens are protected from discrimination. For example, in
Alfred L. Snapp & Son v. Puerto Rico, the Supreme Court found that unemployment was a
legitimate state concern and Puerto Rico was able to pursue the interests of its residents in the
Commonwealth's full and equal participation in the federal employment service scheme
established pursuant to the Wagner-Peyser Act and the Immigration and Nationality Act of
1952 against private defendants. 458 U.S. at 609-10. Therefore, Puerto Rico had parens
patriae standing to protect residents from the harmful effects of discrimination finding that
deliberate efforts to stigmatize the labor force as inferior carry a universal sting. Id.
In addition to asserting a quasi-sovereign interest, the State must also allege that the
injury affects a substantial segment of its population. Id. at 599. Courts have not quantified
the proportion of a states affected population that would be considered substantial. In Puerto
Rico, petitioners challenged Puerto Ricos contention that the statutes at issue affected a
substantial segment of the population by arguing that there were only 787 job opportunities in
Virginia that affected Puerto Rican citizens. Id. at 609. But, the Supreme Court rejected that
argument finding instead recognized the more general effect of protecting all residents from the
harmful effects of discrimination. Id. In Illinois, the Bankruptcy Court of the Northern
15
District of Illinois found that 55 investors, who were affected in a fraudulent lender scheme, did
not represent a few isolated incidents and could constitute a sufficiently substantial segment
of the population. See People ex rel. Ryan v. Volpert (In re Volpert), 175 B.R. 247, 1994 Bankr.
LEXIS 1858 (Bankr. N.D.Ill. 1994).
These and other cases establish that although courts have not established strict boundaries
on what constitutes a substantial segment of the populations, they have recognized the general
nature of injuries that states allege to their populations. Courts have identified those injuries as
the effects of discrimination in Puerto Rico and the effects of fraudulent misrepresentation in
Illinois. In Hawaii v. Standard Oil Company, 405 U.S. 251, 255-56 (1972), Hawaii initiated a
parens patriae action to protect the general welfare of its citizens for violations of Section 4 of
the Clayton Act, 15 U.S.C. 15, including, [t]he unlawful contracts, combination and
conspiracy in restraint of trade, unlawful combination and conspiracy to monopolize and
monopolization, hereinbefore alleged, have injured and adversely affected the economy and
prosperity of the State of Hawaii in, among others, the following ways affecting citizens
revenues, taxes, opportunities in manufacturing, shipping and commerce, natural wealth, and
frustrating the state of the Hawaiian economy. The Supreme Court affirmed the Ninth Circuits
decision to dismiss Hawaiis claim in 1972. Id.
The Court rejected Hawaiis argument that it must have parens patriae authority because
otherwise private citizens would not have the resources to bring actions under the Clayton Act.
See Hawaii, 405 U.S. at 266. The Supreme Court noted that class actions provided a method for
individuals to bring actions. Id. The Court also found that the legislative history of the Clayton
Act made clear that
16
[T]he United States was authorized to recover, not for general injury to the national
economy or to the Governments ability to carry out its functions, but only for those
injuries suffered in its capacity as a consumer of goods and services.
Id. at 264. Similarly, in the matter before this Court, the DC Council authorized retail dealers to
bring actions but did not authorize the Mayor or Attorney General to bring actions for general
injuries to the Districts economy, or to its regulation of marketing agreements between retail
dealers and distributors.
In the Ninth Circuit decision that the Supreme Court affirmed in Hawaii, the Ninth
Circuit found that damages for injury done to the general economy of a state are not recoverable
by the state under 4 of the Clayton Act. Id. at 1284. This case, of course, does not involve
the Clayton Act, but the Ninth Circuits examination of the nature of a states claim for
generalized damages is instructive. The Circuit observed:
does not constitute an effort to prevent unjust enrichment by the wrongdoers through
recovery by the state, for the affected consumers or for itself, of the total of direct injuries
suffered by persons who are unable to seek recovery for themselves. Hawaii's claim is
over and above all such recovery by persons, or on behalf of classes, and is asserted to
have independent existence quite apart from such direct injuries. In light of Hawaii's
inability yet to articulate a more precise theory or measure of such damages, we are
skeptical of the existence of an independent harm to the general economy. The general
economy is an abstraction. It has no value in itself, save as it may (in a representational
capacity on behalf of business and property generally) serve to confer value on the
specific items of business or property it affects. It exists only as a reflection of the
business or property values it represents.
Id. The Court assumed, arguendo, that the general economy can suffer injury from antitrust
violations independent of the injuries suffered by private persons or by the state in its proprietary
role. Id. at 1285. But, the Ninth Circuit found that, if Hawaii sought to recover because of
injuries to its general economy, those injuries were incidental or remote consequence of
defendants violations and therefore appeared too attenuated enable Hawaii to have standing.
Id.
17
Here, the District argues that it has a quasi-sovereign interest in ensuring the health and
well-being of its people and economy. Specifically, the District argues that it must ensure the
well-being of the Districts gasoline consumers and the gasoline market and the marketing
agreements between Defendants and retail dealers prevent consumers from obtaining the benefits
of competition.
The District alleges that the harm is specific and generalized because the marketing
agreements affect a substantial portion of the Districts retail service stations. The CPG
Defendants own 60% of the 107 retail gasoline service stations in the District, and 31 of the 31
ExxonMobil-branded stations. The District argues that the marketing agreements hinder
competition by preventing dealers from purchasing ExxonMobil-branded gasoline from other
suppliers. Defendants argue that the District cannot conclusorily assert an interest in the
economic well-being of its citizens and any alleged injury to the residents of D.C. is not
sufficiently widespread.
The Court finds that the District has not alleged a quasi-sovereign interest sufficiently
concrete as to create an actual controversy between the District and Defendants. Courts have
considered the effect on a states economy critically in assessing whether the state may have an
independent interest. See Georgia, 324 U.S. 439 (finding that Georgia had parens patriae
authority to protect it from being in an economically inferior position); Pennsylvania, 262 U.S.
553 (considering the economic status of Pennsylvania when its access to natural gas in West
Virginia was threatened).
4
In the case before the Court, unlike cases in which the Supreme

4
In addition, although the District relies upon several cases to assert its quasi-sovereign interest, in the
jurisdictions considered in those cases, the courts have also found a supplemental statutory authority allowing
violations of the statute to be pursued by any person or the Attorney General specifically. The District cites
Louisiana ex rel. Ieyoub, 1995 U.S. Dist. Lexis 1921 at *6, for the proposition that Louisiana had parens patriae
[Footnote continued on next page]
18
Court has found parens patriae authority to exist, the District does not allege specific effects of
the unlawful marketing agreements, which affect the economy of the District. In its Complaint,
the District alleges broadly, that the marketing agreements threaten competition because they
compel each independent retail dealer operating an ExxonMobil-branded gasoline station in
D.C. to obtain ExxonMobil-branded gasoline from a CPG companythese 27 stations represent
about 25% of the gasoline stations in D.C. Pl. Complaint at 3:5. The District also alleges that

[Footnote continued from previous page]
standing to seek relief for inflated prices in Louisiana school districts because Louisiana had a quasi-sovereign
interest in an honest marketplace and protecting school children generally. See Dist. Opp. to Mots. to Dismiss at 14.
The District Court for the Eastern District of Louisiana found that Louisiana brought its action parens patriae, but
also pursuant to statutory authority delineated in La. R.S. 51:132, 51:137, and 51:138. Louisiana statutes expressly
provided that [a]ll suits for the enforcement of this Part [Chp. 1, Part 4: Monopolies] shall be instituted in the
district courts by the Attorney General. La. R.s. 51:138 (2013). In addition, Louisiana Statute 51:137 provided,
any person who is injured in his business or property by any person by reason of any act or thing forbidden by this
Part [Chp. 1 Part 4: Monopolies] may sue in any court of competent jurisdiction. (emphasis added). The District
Court found that, In the instant case, Article 4 Section 8 of the Louisiana Constitution, together with La. R.S.
13:5036, affording the attorney general broad powers to institute civil suits in the interest of the state, the grant of
enforcement authority in La. R.S. 51:138, and the applicable jurisprudence, support the attorney general's parens
patriae authority. Louisiana ex rel. Ieyoub, 1995 U.S. Dist. Lexis 1921 at * *9-10.
The District also cites Alabama ex rel. Galanos v. Star Serv. & Petroleum Co., 616 F.Supp. 429, 431
(D.C.Ala. 1985) for the proposition that Alabamas interest in preventing unfair or dishonest competition,
monopolies and price wars was obviously a distinct and quasi-sovereign interest. See Dist. Opp. to Defs. Mot.
to Dismiss at 14. The Motor Fuel Marketing Act, Code of Ala. 8-22-16, contained a provision for violations of its
subchapter allowing that [t]he penalty may be assessed and recovered in a civil action brought by the Attorney
General, or by any district attorney in any court of competent jurisdiction. Code of Ala. 8-22-16 (2013). In New
York v. General Motors Corporation, 547 F.Supp. 703 (S.D.N.Y. 1982), which the District also cites for the
proposition that New York has standing to obtain wide-ranging injunctive relief designed to vindicate [its] quasi-
sovereign interest in securing an honest marketplace for all consumers. Dist. Opp. to Defs. Mots. to Dismiss at 14.
In New York, its Attorney General sued pursuant to New York Executive Law 63(12), which provides, in part,
whenever any person shall engage in repeated fraudulent or illegal acts or otherwise demonstrate persistent
fraud or illegality in the carrying on, conducting or transaction of business, the attorney general may apply,
in the name of the people of the state of New York, to the supreme court of the state of New York, on
notice of five days, for an order enjoining the continuance of such business activity or of any fraudulent or
illegal acts, directing restitution and damages and, in an appropriate case, cancelling any certificate filed
under and by virtue of the provisions of section four hundred forty of the former penal law or section one
hundred thirty of the general business law, and the court may award the relief applied for or so much
thereof as it may deem proper.
New York, 547 F.Supp, at 704. The Southern District of New York found that, The State's goal of securing an
honest marketplace in which to transact business is a quasi-sovereign interest and the Court found that it would
have standing to bring the action even without statutory authority. Id. at 705-706 n.5.
19
none of the 27 retail dealers can purchase ExxonMobil-branded gasoline at prices below the
prices charged by the CPG companies, and those ExxonMobil-branded retail dealers comprise
41% of the gasoline stations in D.C. that are supplied by CPG companies. Pl. Complaint at 9:28-
29. Therefore, at issue, according to the District, are denial of potential benefits to competition
and denial of an independent retailers ability to purchase gasoline at below the market price set
by the CPG Defendants.
The Districts allegations are conclusory and unsupported by any factual allegations. The
District fails to allege the potential effects of the marketing agreements to stifle competition or to
include even supporting factual allegations that construct a market ripe for competition. The
Complaint does not allege that the price of ExxonMobils fuel is too high at service stations, it
does not allege that there is another dealer who would want to purchase motor fuel from a third-
party supplier, and it does not allege that there exists a third-party supplier, which would sign
contracts with retail dealers for lower prices.
5
The Complaint only alleges that these marketing
agreements concern 27 retail dealers in the District, who are not included as co-Plaintiffs or have
not filed co-existing complaints. In essence, the District complains of a lack of competition, but
fails to allege that retail dealers desire such competition.
According to the marketing agreements in effect, if a dealer wanted to purchase gasoline
from a third-party supplier, it would have to install another island at their service station and
ensure that Exxons branding is not associated with the third-party supplier. It would likely be

5
At oral argument, the District argued that the other suppliers, who are interested in the market, may be other
ExxonMobil suppliers outside the D.C. metropolitan area. The District argued that it was also aware of retail dealers
who wanted to seek other suppliers or distributors who would sell gasoline for a lower price. But, these allegations
are not in the Complaint and the District stated, in response to the Courts question regarding the Complaints lack
of factual detail, that it believed such level of specificity in its Complaint was not necessary. The District also did
not explain why a retail dealer could not bring an action on its own.
20
prohibitively expensive for the retail dealer to contract with a third-party supplier. But, the
Complaint does not allege that there are third-party suppliers who would like to participate.
Moreover, the Complaint does not allege that if a retail dealer were to purchase gasoline
from a third-party supplier, then that relationship would create or ensure lower prices for
consumers. In addition, the District does not address the prices of other distributors and their
effect on the Districts economy or allegedly inflated gasoline prices. Rather, the District
appears only concerned with the price of gasoline for consumers at ExxonMobil stations. Those
concerns, although reasonable, do not provide a basis for the District to bring an action under
Subchapter III.
6
The Council thus far has chosen not to provide the Attorney General with
authority to bring actions under Subchapter III. Until such time as the Council changes its
position, the Court finds that the Attorney General has no standing to bring actions under that
Subchapter of III of the RSSA, more specifically, D.C. Code 36-303.01(a)(6) and (a)(11).
In addition, the District is requesting purely injunctive relief and has not alleged any
specific future harm. In Massachusetts v. Environmental Protection Agency, the Supreme Court
found that Massachusetts had standing because it asserted a distinct interest in preventing further
erosion to its coastal lands and the potential for future harm could be affected by the regulation
of greenhouse gases. See 549 U.S. 497. In contrast, the District has not alleged future harm
other than generally alleging that the marketing agreements damage the competitive effects of
the gasoline markets. The District does not even allege that the prices of gasoline in the

6
In addition, as discussed earlier, the Districts argument that it sought an amendment permitting it to bring
actions under Subchapter III only to enable it to bring limited actions that it could not bring under its alleged parens
patriae authority is unpersuasive. Nothing in the legislative history supports the Districts assertion and the District
never suggested that it believed that it already had parens patriae authority to bring actions under Subchapter III.
21
consumer market are inflated or that the prices will continue to increase over time due to alleged
unlawful marketing agreements.
The District is essentially alleging an abstract and hypothetical injury to a substantial
segment of the population.
7
The District summarily stated in its pleading and at oral argument
that thousands of consumers in the District of Columbia have been deprived of the benefits of
competition. See Pl. Opp. to Mot. to Dismiss at 15. But, the Districts abstract characterization
of the alleged injury to the general population is not persuasive. As in the Ninth Circuits
analysis in Hawaii v. Standard Oil Corporation, the injuries allegedly suffered by the District are
attenuated. See 431 F.2d at 1285. Neither the Ninth Circuit and the Supreme Court made a
final determination on whether Hawaii proffered sufficient proof of injury to the general
economy, but the Ninth Circuit did indicate that it was skeptical of potential damages without
Hawaii articulating a more precise theory or measure of such damages to its economy. Id.
Here, similarly, the District has failed to plead with specificity. The District seeks an injunction
against the harmful effects of the alleged unlawful marketing agreements without proffering
sufficient detail about those effects. Although the Complaint did not need to include detailed
accusations, it must still meet the heightened pleading standards adopted by the Court of Appeals
in Potomac Development Corporation v. District of Columbia and appear to be more than an
unadorned, the defendant-unlawfully-harmed-me accusation. 28 A.3d at 544.
Therefore, the Court need not reach the determination of whether the alleged unlawful
marketing agreements affect a substantial segment of the population because it finds, construing

7
Assuming, arguendo, that the District asserted a quasi-sovereign interest, here, the Court finds that 27 retail
dealers and thousands of consumers may represent a substantial segment of the Districts population. See
In re Volpert, 1994 Bankr. LEXIS 1858 (finding that only 55 investors constituted a substantial segment of the
population and more than isolated incidents).
22
all inferences in favor of the District, that the District did not allege a quasi-sovereign interest.
Accordingly, the Court finds that the District has not established standing through common law
parens patriae authority.
IV. Conclusion
The Court finds that the District does not have express or implied statutory authority to
file a civil action because the plain language of the RSSA is clear and the D.C. Council clearly
intended for only retail dealers to have a right of action pursuant to Subchapter III.
8
In addition,

8
Assuming arguendo that the Court found that the District did have standing to bring this action; the Court
finds that ExxonMobil would remain liable as a distributor and, were it to have reached that issue, would have
denied ExxonMobils Motion to Dismiss on the grounds that the RSSA does not apply to ExxonMobil. Defendant
ExxonMobil argues that it would not be liable for any violation of Subchapter III of the RSSA because it is not a
distributor. The District argues that ExxonMobil is liable because it originally set up the agreements with retail
dealers and then assigned the rights to those agreements to the CPG Defendants. ExxonMobil concedes that it was a
distributor in 2008, but argues that those agreements are no longer in effect. Defendant ExxonMobil argues that it
does not maintain marketing agreements with the retail dealers, does not contract in the District, does not sell
gasoline in the District, and does not control at what price retail dealers sell gasoline to consumers. If it did,
ExxonMobil argues against the merits of the Districts Complaint and states that its marketing agreements with
distributors are not exclusive.
The RSSA defines distributor in D.C. Code 36-301.01(2) as:
any person who is engaged in the business of selling, supplying, or distributing on consignment or
otherwise, motor fuels or petroleum products to or through retail service stations which it owns, leases, or
otherwise controls and who also maintains a marketing agreement with a retail dealer for the sale or
distribution of motor fuels or petroleum products to a retail service station, whether or not such distributor
owns, leases, or otherwise controls such retail service station.
D.C. Code 36-301.01 provides that [f]or the purposes of this section, the term "marketing agreement" shall also
include any oral or written collateral or ancillary agreement. (emphasis added).
Here, the Court finds that Defendant ExxonMobil would also be liable for any violation of the RSSA
because a marketing agreement also constitutes collateral and ancillary agreements. Construed together, the
marketing agreement at issue comprises of (1) ExxonMobils assignment agreement transferring the rights to the
CPG Defendants, (2) Defendants Anacostia and Springfields retail distribution agreements, and (3) ExxonMobils
wholesale distribution agreements with the CPG Defendants. The Court does not find that the statute requires that
each collateral agreement exist only between the distributor and retail dealer. Accordingly, if the Court found that
the District had parens patriae authority to maintain its action, Defendant ExxonMobil could also be liable for any
alleged violations of the RSSA.
In addition, the Court need not reach a determination on the argument of Defendants Anacostia and
Springfield that the District fails to establish that they have violated the exclusivity provision of the RSSA, D.C.
Code 36-303.01(a)(6). Defendants argue that the plain language of the exclusivity provision only concerns
[Footnote continued on next page]
23
the Court finds that the District may not bring this action as parens patriae because it has not
alleged a quasi-sovereign interest. Therefore, Defendants motions to dismiss are GRANTED.
It is this 6th day of May 2014, hereby:
ORDERED, that Defendants Motions to Dismiss are GRANTED; and it is further
ORDERED, that this case is dismissed.
SO ORDERED.
CASE CLOSED.

[Footnote continued from previous page]
allowing retail dealers to purchase motor fuels from other distributors, as long as those motor fuels are not sold
under the trademark of the distributor with whom the retail dealer has a marketing agreement. The Districts
Complaint alleges that the marketing agreements with Anacostia and Springfield prohibit retail dealers from
purchasing Exxon-branded gasoline from any supplier other than [Anacostia/Springfield]. Compl. 26. Because
of its ruling on standing and because the parties did not fully brief the exclusivity issue or address it at oral
argument, the Court does not reach a determination on whether the plain language of the exclusivity provision of
the RSSA prohibits a retail dealer from purchasing motor fuels from a distributor who supplies the same-branded
motor fuels as the distributor with whom it has a marketing agreement.
24
Copies to:
Bennett Rushkoff, Esq.
Nicholas Bush, Esq.
Catherine Jackson, Esq.
Counsel for the District of Columbia
441 Fourth Street NW, Suite 600-S
Washington, DC 20001
Christina Sarchio, Esq.
David Smutny, Esq.
Ross Paolino, Esq.
Counsel for ExxonMobil Corporation
Orrick, Herrington, & Sutcliffe, LLP
Columbia Center
1152 15
th
Street NW
Washington, DC 20005
Alphonse Alfano, Esq.
Counsel for Capitol Petroleum Group, LLC; Anacostia Realty, LLC; Springfield Petroleum
Realty, LLC
1707 L Street NW, Suite 560
Washington, DC 20036