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The Appellate Court of Connecticut affirmed a trial court's judgment in favor of a petroleum distributor/lessor, holding that convenience store operators selling gasoline under commissioned agent agreements were not "retailers" or "franchisees" protected by the Connecticut Petroleum Franchise Act (CPFA). Branford Quick Mart, LLC v. Aldin Associates Limited Partnership offers important guidance for franchisors and fuel distributors structuring dealer and agent relationships. 237 Conn. App. 390 (2026)
Relevant Facts
The plaintiffs operated convenience stores and gasoline stations at properties owned by Aldin Associates. Aldin leased only the convenience store space to plaintiffs, supplied all motor fuel, owned the underground tanks and fuel equipment, set retail gasoline prices, and retained title to the fuel until it was dispensed into customers' vehicles. Under "Commissioned Agent Agreements," the plaintiffs sold fuel "for the account of" Aldin and were paid a commission per gallon sold. In 2021, Aldin terminated the leases with 120 days' notice, consistent with the lease terms but without asserting "good cause."
Plaintiffs sued, alleging the terminations violated the CPFA (and Connecticut Unfair Trade Practices Act), which restricts termination of a petroleum franchise absent statutory good cause. The trial court rendered judgment in favor of Aldin holding that the plaintiffs were not franchises worthy of CFPA protection. The plaintiffs appealed.
The Appellate Court Affirms the Trial Court
The Appellate Court affirmed because the plaintiffs were not "retailers" within the meaning of the CPFA. Consequently, Aldin was not a "franchisor," and the statute's termination protections did not apply.
Interpretation of the CPFA and the PMPA
The CPFA's definition of "franchise" was amended in 1991 to incorporate language from the federal Petroleum Marketing Practices Act (PMPA), 15 U.S.C. § 2801 et seq. Notably, however, the CPFA does not separately define "retailer." The Appellate Court treated that omission as ambiguous and looked to legislative history, related statutes, and federal PMPA case law for guidance.
Under the PMPA, a "retailer" is one who purchases motor fuel for resale to the public. Applying PMPA principles, the court emphasized that the plaintiffs never purchased fuel, never took title to it, bore no market risk, did not set prices, and held sales proceeds solely in trust for Aldin. Federal decisions interpreting the PMPA have consistently found such commissioned operators outside franchise protection, and the Connecticut court adopted that reasoning.
The court also rejected plaintiffs' argument that their agreements constituted "consignment" franchises. Interpreting both the CPFA and PMPA history, the court concluded that statutory "consignment" refers to distributor-to-distributor arrangements — not retail-level commissioned agency relationships.
Key Takeaways for Franchisors and Distributors
- Substance Over Labels Matters: Courts will closely examine who owns the product, sets prices, bears inventory risk, and controls licensing — not just how agreements are titled.
- Commissioned Agent Models Can Avoid Franchise Status: Where operators neither purchase fuel nor assume market risk, franchise statutes may not apply.
- Alignment with PMPA Is Critical: Even where state statutes omit key definitions, courts may import PMPA concepts to maintain harmony with federal law.
- Drafting Discipline Is Essential: Clear contractual allocation of ownership, pricing authority, and risk can be outcome-determinative.
This decision strengthens the ability of franchisors and large distributors to structure non-franchise operating models — while underscoring the importance of careful statutory alignment and documentation.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
