Full opinion text
FINDINGS OF FACT AND CONCLUSIONS OF LAW RE: PHASE ONE OF TRIAL; PETROLEUM MARKETING PRACTICES ACT, 15 U.S.C. § 2801 et seq. COLLINS, District Judge. This case involves Plaintiffs’ claims pursuant to the Petroleum Marketing Practices Act (“PMPA”), 15 U.S.C. § 2801 et seq. (“contract claims”), as well as their claims under California pricing and unfair competition statutes (“pricing claims”). On April 28, 2001, as agreed to by the parties, trial of these two types of claims was bifurcated: a Phase One trial of the PMPA contract claims; and a Phase Two trial of the state pricing claims. On May 7, 2001, this Court determined that Phase One did not require a jury. Accordingly, a non-jury trial (Phase One) was held before the Honorable Audrey B. Collins, District Judge presiding, from July 3, 2001 to July 18, 2001, on Plaintiffs’ PMPA claim(s). Having considered all the evidence presented at trial, and the arguments of counsel, the Court ENTERS the following Findings of Fact and Conclusions of Law, pursuant to Fed. R. Civ. Pro. 52(a): I.FINDINGS OF FACT Trial Presentation and Glossary of Basic Terms 1. Plaintiffs called a total of thirty-one witnesses during the nine-day court trial. Defendant (also hereinafter called “Equi-lon”) called a total of six witnesses of its own. The parties were each allotted a total of twenty-five (25) hours to be divided at their discretion between direct and cross-examination, and opening statements. An additional two (2) hours was allotted for closing arguments, such that each side was afforded a total time of twenty-seven (27) hours. 2. Nine of Plaintiffs’ witnesses are/ were employees of Equilon or its affiliates: EUGENE GOLL (“Goll”), Business Operations Manager in Sales and Marketing for Equilon since its 1998 formation/creation; MICHAEL HANLEY (“Hanley”), Manager of Asset Management for Equiva Services until September, 2000; LARRY TURNER (“Turner”), Area Real Estate Manager for Equiva Services in the Pacific South Region (“PSR”) of Equilon’s network; DOUG . ELSTON (“Elston”), Project Manager for Equilon since August, 1999, and previous Real Estate Manager for Equiva Services; DAN LITTLE (“Little”), General Manager of Merchandising for Equiva Services, and General Manager of Sales for Equilon in the PSR from April, 1998 to May, 2000; PETER HALL-BERG (“Hallberg”), Planning Manager for the PSR; DAVID BURROW (“Burrow”), General Manager of the PSR since June, 2000; ROBERT MUSTAIN (“Mustain”), Contract Operator Retail Outlet Sales Manager for the PSR; and JOHN LU-CIANI (“Luciani”), Pricing Manager for the PSR since May, 1998. These titles are based on the witnesses’ own testimony. 3. Plaintiffs also called seventeen Equi-lon lessee dealers, all of whom are named Plaintiffs: HANI MAKSIMOUS (“Maksi-mous”), a Shell Oil Company-branded lessee dealer (“Shell dealer”) for (approximately) 16 years as of trial; KEVORK SISLIAN (“Sislian”), Shell dealer for 9 years; RON ABEL (“Abel”), Shell dealer for 37 years; ALFRED BUCZKOWSKI (“Buczkowski”), Shell dealer for 31 years; SAMI MERHI (“Merhi”), Shell dealer for 30 years; FOUAD DAGHER (“Dagher”), Shell dealer for 18 years; EDGARDO PA-RUNGAO (“Parungao”), Shell dealer for 10 years; ZULEIKA KAPLAN (“Kap-lan”), Shell dealer for 12 years; SHA-ROKH KASHANIROTH (“Kashaniroth”), Texaco dealer for 14 years; LINDA UELLNER (“Uellner”), Shell dealer for 30 years; SHAILA MANTRI (“Mantri”), Shell dealer for 6 years; JOHN RABADI (“Rabadi”), (former) Shell dealer for 17 years; KADJIC TERLSIAN (“Terlsian”), Shell dealer for 28 years; PAUL WILSON (“Wilson”), Shell dealer for 5 years; WALID NOUR AYOUB (“Ayoub”), Shell dealer for 4 years; CARLOS MARQUEZ (“Marquez”), Shell dealer for 22 years; and ESEQUIEL DELGADO (“Delgado”), Shell dealer for 38 years (Estimated tenures). 4. The five remaining witnesses called by Plaintiffs were: EVE WILLIAMS (“Williams”), an M.A.I.-certified commercial real estate appraiser; RON RA-VILLE (“Raville”), a commercial real estate broker specializing in sales of gasoline stations; KEITH FULLINGTON (“Full-ington”), a former Shell dealer (for 13 years) who is not a Plaintiff in this case; DR. RICHARD HANSON (“Hanson”), a forensic economist called as an expert to establish Equilon’s book value for exemplary damages; and STEPHEN SHELTON (“Shelton”), a petroleum marketing expert. 5. Plaintiffs also read portions of deposition testimony from two additional witnesses into the trial record: CHRISTOPHER MURDOCK (“Murdock”), General Manager of Company Operations for Equi-lon; and JOHN DARNLEY (“Darnley”), Vice President of Sales and Marketing for Equilon since its formation. 6. Defendant called six witnesses — four employees of Equilon or its affiliates, and two non-employees: LAURA STYSLINGER (“Styslinger”), Manager of Rent Programs for Equiva Services since April, 2000, before that part of the legal departments at Shell Oil Company (10 years) and Equilon; JEFFREY ROUSE (“Rouse”), commercial real estate appraiser specializing in gasoline stations, employee of Hopkins Appraisal Services, Inc.; TERRY RUNNELS (“Runnels”), a Sales Manager in the PSR overseeing some of the Plaintiffs’ stations; GEORGE RADICI (“Radi-ei”), a Sales Manager in the PSR; DR. JOHN UMBECK (“Umbeck”), an economist focusing on the petroleum marketing industry; and ROBERT MORRIS (“Morris”), General Manager of Equilon’s Southwest Region since June, 2000, prior General Manager of Marketing Development & Network Development for Equilon. Descriptions are based on witnesses’ testimony. 7. Given the large number of acronyms and abbreviations which appeared in trial evidence and testimony, the Court had the parties jointly prepare a glossary of terms. Among the more important terms to which the parties have stipulated are the various “classes of trade” into which Equilon’s (and before that Shell’s and Texaco’s) dealer network is divided. There are essentially four different avenues through which Equilon delivers petroleum products to the purchasing public: (a) Retailer Operated Retail Outlets (“ROROs”): These are stations where Equilon (or an alliance company) either owns the premises, or retains the master lease, and leases it to a lessee-dealer. All Plaintiffs fit this class of trade, and may hereinafter be called ROROs. (b) Contractor Operated Retail Outlets (“COROs”): These are stations owned by Equilon or an alliance company which are operated by a contractor with/through Equilon. (c) Salary Operated Retail Outlets (“SO-ROs”): These are also stations owned by Equilon or an alliance company, which are operated by Equilon/allianee employees. (d) Open Retail Outlets (“OROs”): These are stations where the retailer owns the property him or herself and has a supply agreement with Equilon or an alliance company. 8. A fifth “class of trade” is less focused on retail sales, though apparently this is also a possibility. This is the class of trade known interchangeably as both “Jobbers” and “WOROs” (standing for Wholesaler Operated Retail Outlets). These intermediary wholesalers purchase petroleum products from Equilon or alliance companies and resell to retailers. See, e.g., Goll testimony; see also Little testimony. 9. Other terms discussed in varying detail throughout the trial testimony and exhibits, which it may be helpful to define in one location, include the following acronyms/abbreviations: (a) APC-an Ancillary (or Alternative) Profit Center, which is a non-gasoline source of revenue, such as a car wash or convenience store, or a fast food restaurant (QSR). (b) QSR-a Quick Service Restaurant, which is a fast food restaurant located on or near a retail station (e.g., McDonald’s, Taco Bell, Subway, or other brands). (c) C-Store-abbreviation for a station convenience store. (d) PSR-Pacific South Region, which is the regional market within the Equi-lon network surrounding Los Ange-les and adjoining cities (from Fresno down to Orange County). (e) NTI-New to Industry, which is a terminology adopted to described a wholly new station to be opened under an Equilon (or alliance company) brand name. (f) NTA-New to Alliance, a terminology adopted to describe an existing retail station formerly operating under a non-Equilon (or alliance company) brand name. (g) SMI-the Strategic Marketing Initiative, a marketing strategy study and planning process begun by Equilon soon after the consolidation of the alliance companies. (h) RPS-the Regional Planning System, an extension of SMI to study and plan marketing in individual geographic regions within the dealer networks (e.g., the PSR). (i) SMERF-Star Model for Evaluation of Retail Facilities, a spreadsheet model used to predict return on investment and/or net present value of retail stations. (j) Starfire Report-financial analysis of site potential. (k) TSF-Total Site Franchise, which is a term attached to a new channel of trade proposed/identified by SMI under which an alliance company and a retail dealer would share in some or all revenue streams. Also called a Virtual Site Franchise ("VSF”) or a “CORO II.” (l) TDA-Territory Developer Alliance (or Agreement), which is another term apparently developed during SMI for an extension of the WORO or Jobber concept where alliance companies would enter into a joint venture with WOROs or Jobbers and share in revenue streams from APCs. (m) Equilon was formed in 1998 by Texaco Inc. (“Texaco”) and Shell Oil Company (“Shell”) affiliated companies; Texaco and Shell transferred their U.S. marketing and refining assets west of the Appalachians to Equilon. Motiva Enterprises LLC (“Motiva”) was formed in 1998 by Texaco and Shell, and also by Star Enterprises (“Star”) and Saudi Refining, Inc. (“SRI”); these four companies transferred their U.S. marketing and refining assets east of the Appalachians to Motiva. Equi-lon and Motiva (and/or their predecessor companies) are called the “alliance companies.” See, e.g., Goll testimony. Plaintiffs’ Challenge to the New Agreements under the PMPA 10.Though a great deal of Plaintiffs’ evidence at trial also focused on issues separate and apart from the development and promulgation of the new lessee-dealer agreements which are the subject of Plaintiffs’ claims under the PMPA, at heart Plaintiffs’ PMPA claims must focus on the agreements themselves, and on the development of the terms therein. These new franchise agreements were first distributed to Plaintiffs and other lessee-dealers in the PSR in March of 2000. Plaintiffs instituted this civil action soon after. 11. The “new paper” which was rolled out to the Plaintiffs in or around March of 2000 consists primarily of two agreements: (1) a Retail Facility Lease (“RFL”) which governs terms and conditions for occupation of the leased premises; and (2) a Retail Sales Agreement (“RSA”) which lays out the terms and conditions for the sale/re-sale of petroleum and products. Collectively, the two contracts will hereinafter be called the “new agreement(s).” A sample RFL and a sample RSA were submitted as Exhibits 129 and 130, respectively. The Court will refer to these two Exhibits in describing their terms. Contract Provisions at Issue in Plaintiffs’ PMPA Claim(s) 12. The provisions of the new agreements upon which Plaintiffs have focused in articulating their PMPA claim(s) include: (a) The provision(s) in the RFL which supply the monthly “base rent” charged to lessee-dealers for their use of a leased station premises (the “Rent” provisions). The amount charged for “base rent” varies in each contract, and is a result of an underlying formula applied to the appraised value of the land, the improvements, and the equipment comprising each leasehold. The formula which supplies this “base rent” based on the appraised values is not specified in the agreements. Testimony at trial established that “base rent” is determined by summing ten percent (10%) of the land value and twelve percent (12%) of the improvement/equipment value, and dividing that total by twelve (12) to arrive at a monthly “base rent.” See RFL Part I, Art. 4; RFL Part II, Art. 4(a) (Exhibit 129); Styslinger testimony; Hanley testimony. In addition to “base rent,” under the new agreements lessee-dealers are charged “double net” expenses. (b)The provision(s) in the RFL which pass through to the lessee-dealers the costs, of station maintenance (the “Maintenance” provisions). Again, the amounts charged for Maintenance are based on an algorithm which is not articulated in the agreements; testimony given at trial indicated that it is based on a historical average of maintenance costs on the stations within a given region (e.g., Pacific South Region). In other words, each of the stations in a region pays this same amount, rather than covering actual costs of maintenance at his or her own station. In the new agreements rolled out to the lessee-dealers in the Pacific South Region in 2000, the Maintenance fees are $1,488.00/month for the first year of the agreements, $1,583.00/ month for the second year, and $1,579.00/month for the third year. See RFL Part II, Art. 8 (Exhibit 129); Exhibit A to RFL; Styslinger testimony; Hallberg testimony; Goll testimony. (c) The provision(s) in the RFL which pass through to the lessee-dealers the costs of federal, state, and local taxes, excises, duties, and other assessments/charges, fees or business charges (the “Tax” provisions). The amount would vary from station to station, and though the basis for its calculation is not specified in the agreements and was not articulated at trial, based on comparison figures which were supplied to the Court in a Stipulation between the parties, it appears that the intent is to charge lessee-dealers the actual cost(s) of taxes and other charges levied on the property. See RFL Part II, Art. 7(a) (Exhibit 129); Exhibit A to RFL; Joint Stipulation and Order Re: Plaintiffs’ Old Rents, New Rents, Appraisals and Property Taxes (the “Rents and Appraisals Stipulation”) filed July 17, 2001. (d) Mutual release provisions in both the RFL and the RSA by which the signatories (the lessee and Equilon) agree to release one another from all claims which each may have against the other (known or unknown) arising from any prior lease, except claims by the lessor (Equilon) against the lessee for indebtedness, reimbursement, or indemnification (the “Release” provisions). See RFL Part II, Art. 28 (Exhibit 129); RSA Part II, Art. 31 (Exhibit 130). These Release provisions also include language stating that they each function as a general release of all claims which either exist or may later be discovered by a lessee. They are also supplemented (presumably only for lessee-dealers in California) by a “California Rider” which accompanies the RFL, which is a “General Release” provision explicitly acknowledging California Civil Code Section 1542. See Exhibit 129. (e) Provisions in both the RFL and the RSA setting forth a one-year limit (measured from the date of the incident giving rise to the claim) on institution of any “court proceedings” (except for an action brought by Equilon to collect indebtedness) by either party against the other (the “Statute of Limitations” provisions). See RFL Part II, Art. 27 (Exhibit 129); RSA Part II, Art. 30 (Exhibit 130). These provisions also require that the parties first seek to resolve any disputes through alternative dispute resolution (“ADR”) proceedings, and that they wait sixty (60) days to institute any suit. (f) Provisions in both the RFL and the RSA allowing Equilon (but not the lessee) to recover reasonable attorneys’ fees and other legal costs incurred as a result of any action taken to secure, protect or enforce its rights under the agreements (the “Attorneys’ Fees” provision). See RFL Part II, Art. 29 (Exhibit 129); RSA Part II, Art. 32 (Exhibit 130); Summary Judgment Order at 23. (g) Provisions in both the RFL and the RSA purporting to limit the type(s) of damages available to either party in any action arising under the new agreements (e.g., no indirect, special, incidental, consequential, or punitive damages) on any legal theory (the “Limitation of Liability” provision). See RFL Part II, Art. 17 (Exhibit 129); RSA Part II, Art. 17 (Exhibit 130). (h) Provisions in both the RFL and the RSA purporting to limit the ability of lessee-dealers to sell, transfer, or assign their rights under the agreements to a third party where that third party has not previously been an Equilon franchisee (the “Trial Franchise” clause). The language of the Trial Franchise clause is as follows: Except to the extent limited by applicable Law, if [the lessee] desires to Transfer its interest in this Agreement to an individual or Business Entity that has not previously operated as [a retailer for Equilon or for one of its affiliates], then [the lessee] may be required to execute a mutual termination of this Agreement and the proposed transferee may be required to execute a trial franchise agreement as a condition to [Equilon] granting its consent to the Transfer. See RFL Part II, Art. 18(b) (Exhibit 129); RSA Part II, Art. 22(b) (Exhibit 130). “Trial franchise” is a term of art under the PMPA describing a petroleum franchise wherein the franchisee has not previously been a party to a franchise with the franchisor, the initial term is less than one year, and the franchise agreement states it is a “trial franchise.” A trial franchise may be terminated without cause. See 15 U.S.C. § 2803(b)(1). (i) Provisions in both the RFL and the RSA requiring that lessees, in the event that they do sell, transfer, or otherwise assign their rights under the agreements), pay Equilon a transfer fee prior to or at the closing of the transfer (the “Transfer Fee” provision). The amount of the transfer fee is the greater of $6,500.00 or a percentage of the “gross sales price” (determined by appraisal), a percentage which declines based on the number of years the franchisee has had a franchise with Equilon (35% down to 0%). See RFL Part II, Art. 18(e) (Exhibit 129); RSA Part II, Art. 22(e) (Exhibit 130). (j) A provision in the RFL reserving to Equilon the right to make use of the leased premises “so long as any such use does not materially interfere with the authorized use of the Premises then being made by Lessee,” up to and including “erection of additional buildings” and other alterations of the premises such as adding a car wash, convenience store, fast food facility, laundry, or other business, or installing pay telephones, video display terminals, computers, vending machines, and so forth (the “Use and Investment” provision). Equilon also reserves to itself the right to any fees, income, rentals or other revenue generated by such uses and facilities. See RFL Part II, Art. 2(b) (Exhibit 129). (k) A sub-section of the Rent provision in the RFL which allows that if Equilon makes an “Alteration” to the leased premises of $100,000.00 or more (or some other amount if Equi-lon provides written notice of a change in the threshold investment amount), “upon completion of the Alteration and notification to Lessee, Lessee’s rent will be adjusted' by [Equilon] ... to reflect [Equilon’s] additional investment in the premises as reasonably determined by [Equilon].” The methodology to be utilized in this re-calculation of the rent is not spelled out in this provision (the “Re-Appraisal” provision), nor is whether a lessee has any avenue for challenge. See RFL Part II, Art. 4(a) (Exhibit 129). (l) Finally, provisions in the RFL and the RSA stating that these agreements are personal to the lessee-dealer, and that the lessee may only transfer its interest therein as it pertains to operation of a “motor fuel dispensing station or automobile service station, as the case may be, and any facilities for uses otherwise authorized under [the RSA] revert back to [Equilon] at [Equilon’s] sole discretion.” RFL Part II, Art. 18(a); RSA Part II, Art. 22(a). Testimony at trial clarified that this provision (the “Ancillary Use” provision) was designed to “grandfather” in “non-standard” uses of the premises but to prevent those uses (e.g., U-Haul centers) from being transferred to subsequent assignees. See, e.g., Styslinger testimony; Hanley testimony. 13. Each of the new agreement(s) also contains a “Severability” provision allowing for invalid or unenforceable provisions thereof to be severed from the rest of the agreement(s), so as to preserve enforcement of the rest of the agreement(s): The provisions of this [Agreement] are severable. If any provision of this [Agreement] is, for any reason, invalid or unenforceable, the remaining provisions of this [Agreement] are valid and enforceable if the basic intent of the parties is still capable of being achieved. RFL Part II, Art. 30(d) (Exhibit 129); RSA Part II, Art. 33(d) (Exhibit 130) (emphasis added). 14. During trial, witnesses who are/ were employees of Equilon or its affiliates (this category of witnesses will hereinafter be called “Equilon employee-witnesses,” or simply “employee witnesses”) established that the “basic intent” of these agreements) was to set forth the terms and conditions under which the franchisor agreed to lease station premises to a franchisee, and under which the franchisee agreed to sell petroleum/products made available by the franchisor. These witnesses testified that this “basic intent” would survive the severance of all or most of the contested provisions, including the Release, Statute of Limitations, Limitation of Liability, and Trial Franchise provisions. See, e.g., Goll testimony; Styslinger testimony; Morris testimony. Basic Timeline of Major Events Pertinent to the Case 15. Prior to 1998, Plaintiffs and other lessee dealers in the respective Shell and Texaco dealer networks had individual (1) lease and (2) retail sales agreements with either Shell or Texaco. The agreements were for differing terms, had varying effective and renewal dates, and may have contained varying provisions (especially those held by Shell dealers versus those held by Texaco dealers), but presumably they were effective through and beyond July, 1998. See, e.g., Exhibit 1141 (Motor Fuel Station Lease between Shell and Plaintiff Sislian, effective April 1, 1995-March 31, 2000); Exhibit 1142 (Dealer Agreement between Shell and Plaintiff Sis-lian, also effective April 1, 1995-March 31, 2000). 16. Equilon (the combination of Shell and Texaco marketing and refining assets west of the Appalachians) and Motiva (the combination of Shell, Texaco, Star, and SRI marketing and refining assets east of the Appalachians) were formed as of an effective date of January 1, 1998. See Goll testimony. 17. Effective July 1, 1998, Shell and Texaco transferred U.S. marketing and refining assets west of the Appalachians to Equilon, and Shell, Texaco, Star, and SRI transferred U.S. marketing and refining assets east of the Appalachians to Motiva. See, e.g., Goll testimony; Hallberg testimony. 18. As of July 1, 1998, all then-existing Shell, Texaco and Star lease and retail sales agreements were assigned to either Equilon or Motiva in their respective geographical areas of operation. See, e.g., Goll testimony; Hallberg testimony. 19. In August, 1998, under the leadership of Morris and/or the direction of Stys-linger, work began on development of new uniform lease and retail sales agreement(s) to be used by all retail dealers within the Equilon and Motiva network(s). See Goll testimony; Styslinger testimony; Morris testimony. 20. Effective August 1, 1998, Equilon terminated the Variable Rent. Program (“VRP”). See Hanley testimony. 21. By September, 1998, initial work on the Strategic Marketing Initiative (“SMI”) had begun. See Morris testimony. 22. By late October, 1998, Equilon had hired Mercer Management Consulting to assist with SMI developmeni/implementation. See Exhibit 649; Goll testimony; Morris testimony. 23. During the first quarter of 1999, Equilon implemented the Los Angeles Pilot Study (the “Pilot”) to investigate SMI “vision” concepts in Los Angeles. The Pilot was completed by March/April, 1999. See Exhibit 1025; Little testimony. 24. In March, 1999, Equilon created the Interim Rent Challenge Policy (to challenge contract rents). See Hanley testimony. 25. By April, 1999, the uniform lease and franchise agreement(s) were ready. See Hallberg testimony; Styslinger testimony. 26. During the summer of 1999, the new agreement(s) were being used for new lessee-retailers (franchisees not previously contracting with the alliance). See Stys-linger testimony. 27. By September, 1999, the new agreements) were introduced for renewals of existing franchises in at least one region of the Equilon/Motiva network (reportedly in Houston, not yet in the Los Ange-les/PSR area). See Styslinger testimony. 28. By late in the fall of 1999, the Los Angeles RPS (Regional Planning System) was being implemented. This was a further analysis of the application of SMI principles to the Los Angeles/PSR market. The Los Angeles RPS was completed by February, 2000. See Exhibit 1016; Hall-berg testimony. 29. In March of 2000, Equilon introduced the new agreement(s) to PSR lessee-dealers, including Plaintiffs. Accompanying the new agreement(s) sent to lessee-dealers to whom a renewal under the new agreement(s) was offered was a cover letter stating in bold: “If you do not sign and return the Lease and other enclosed documents in a timely manner, be advised that Equilon will issue without further warning a non-rescindable notice of non-renewal ...” Exhibit 1143. 30. Unless a Plaintiff or other lessee-dealer executed the new agreement(s) “as is,” they were informed that Equilon would terminate that lessee-dealer’s franchise. In response to questions about individual terms of the new agreement(s), dealers (e.g., Plaintiff BuczkowsM in a conversation with Goll) were told that there would be no negotiation of the terms of the new agreement(s). See, e.g., Goll testimony. 31. On May 22, 2000, Plaintiffs filed the instant Complaint. 32. On August 18, 2000, and on September 11, 2000 (Amended), this Court entered Findings of Fact and Conclusions of Law, and a Preliminary Injunction which, inter alia, enjoined Equilon from terminating the existing lease or retail sales agreements of those Plaintiffs who refused to sign the new agreement(s) proffered in or around March, 2000, or from taking any further actions toward such termination, or from failing to renew Plaintiffs’ franchises on this basis, or from taking any further actions toward such non-renewal, or from engaging in any retaliatory conduct against Plaintiffs designed to establish pre-textual grounds for termination or non-renewal of Plaintiffs’ franchises. See Amended Findings of Fact and Conclusions of Law and Preliminary Injunction (“Amended Preliminary Injunction”) at 19-20; Docket No. 68. Accordingly, no Plaintiff has signed the new agreement(s). 33. In the Amended Preliminary Injunction, the Court found there was a chance that certain provisions of the new agreement(s) violated 15 U.S.C. § 2805(f), inasmuch as they conditioned renewal on waiver of rights protected by state or federal law; other provisions clearly did not. See id. at 11-13. 34. On April 23, 2001, this Court issued an Order granting in part and denying in part Plaintiffs’ and Defendant’s cross-motions for summary judgment (the “Summary Judgment Order”). In that Summary Judgment Order the Court found, inter alia, that Equilon could not condition renewal of the franchise relationship on agreement to several provisions in the new agreement(s) which constituted a waiver of lessee-dealers’ rights under state or federal law: the Release provisions, the Statute of Limitations provisions, and the Limitation of Liability provision. Inasmuch as these provisions (and the new agreements) in general) had been presented on a “take it or leave it” basis to lessee-dealers, without room for negotiation, the Court concluded that this constituted a violation of Section 2805(f) (15 U.S.C. § 2805(f)) of the PMPA. See Summary Judgment Order at 21-22; Docket No. 238. 35. In its April 23, 2001 Summary Judgment Order, this Court also concluded that conditioning renewal on certain other provisions identified by Plaintiffs did not constitute a violation of Section 2805(f) of the PMPA: the ADR provision, and the Attorneys’ Fees provision. See id. at 23. In its Summary Judgment Order, the Court determined that it was also possible that the Trial Franchise clause and/or the Transfer Fee provision violated the strictures of Section 2805(f), but that this issue was not adequately briefed to render a decision at that time. See id. The Court also left to be decided at a later stage the issue of whether and/or which of the provisions violative of Section 2805(f) might be severable from the agreement(s). See id. at 24. 36. In or around May, 2001, Equilon prepared and distributed to relevant decision-makers a Report on its “Los Angeles Study” which was begun in January, 2001. See Exhibit 755; Burrow testimony. The “Los Angeles Study” (actually titled the “Equilon Los Angeles Market Retail Strategy Review”) was a further strategic analysis of the Los Angeles market with conclusions and recommendations (similar to SMI and/or RPS). 37. In June, 2001, as an apparent implementation of some of the conclusions and recommendations of the Los Angeles Study, Equilon sent offer solicitation letters to certain lessee-dealers within the Los Angeles area/PSR; some Plaintiffs received letters. See Exhibit 21. These letters stated that Equilon was considering a buy-out of the franehises/franchise relationships at the locations contacted, under the mutual cancellation provisions of the PMPA, and invited the franchisees to submit written offers to Equilon setting forth the basis/acceptable price for a buy-out and mutual cancellation, within thirty (30) days of the date of the letter. See Exhibit 21 (dated June 15, 2001). The letters reserved to Equilon sole discretion to accept or reject any offer, and stated that a response from Equilon to any offer submitted could be expected within sixty (60) days. See id. 38. Also in June, 2001, Equilon and Motiva sent out to all of their lessee-dealers (and OROs) an “RFL Universal Amendment” and an “RSA Universal Amendment” which changed or deleted several provisions at issue in this case. The Amendment(s) were delivered to all dealers who previously signed the new agreement(s). See Exhibits 1060-1063; Goll testimony. 39. These Amendment(s) made/make the following changes to the new agreements): (1) both the Release and General Release provisions are deleted; (2) the ADR provision is deleted; (3) the Limitation of Liability provision is deleted; and (4) the Statute of Limitations provisions are deleted. In addition, (5) the Attorneys’ Fees provision is revised to provide recovery by the prevailing party (no longer limited to Equilon); (6) the Trial Franchise clause is revised to modify the class of transferees to which franchises can be transferred without triggering the trial franchise option; (7) the Transfer Fee provision is revised to clarify that the applicable percentage applies only to the gain realized by transfer; (8) the Minimum Gal-lonage provision is revised to clarify that failures to meet minimum quantities due to matters beyond the retailer’s control are not grounds for termination and that volume adjustments may be made based on such circumstances in the affiance’s sole discretion; and (9) the Ancillary Use provision is revised to clarify that the affiance companies’ right to limit future authorized uses on a leased premises aside from motor fuel sales upon transfer applies only to ancillary uses, not to convenience stores, food marts, car washes, or snack shops. 40. The amendments to the new Trial Franchise and Transfer Fee provisions may be worth some more specific deseription(s): (a) The new Trial Franchise clause changes the “class” of proposed transferees with regard to whom the alliance companies may require a termination/trial franchise to those who have not, in the last five years, been a retailer for Equilon/Motive or for a major oil company, authorized to sell branded petroleum products: Except to the extent limited by applicable Law, if [the lessee] desires to Transfer its interest in this Agreement to an individual or Business Entity that has not previously operated as a retailer of [Equilon or its affiliates or] a major oil company authorized to sell the company’s branded petroleum products within the 5 year period preceding the Effective Date of this Agreement, then [the lessee] may be required to execute a mutual termination of this Agreement and the proposed transferee may be required to execute a trial franchise agreement as a condition to ... consent ... Exhibit 1060 (emphasis added) (amending RFL Part II, Art. 18(b); RSA Part II, Art. 22(b)). The apparent effect of this amendment is to expand and contract the class of transferees to. whom transfer may be effected without the possibility of termination and a trial franchise agreement being required. Where the prior version gave Equilon/Motiva the discretion to require termination and a trial franchise wherever a proposed transferee had not previously operated as an alliance franchisee at any time, the new version limits this discretion to withhold consent to a transfer to those cases where a proposed transferee has not been an alliance (or other major oil company) franchisee within the 5 years prior to the agreement(s). This expands the pool of unrestricted transferees on the one hand: where Equilon/Motiva could previously withhold consent to a transfer (absent termination and entrance into a trial franchise) where a proposed transferee had been a franchisee of another major oil company, so long as the transferee had never been an alliance franchisee, now Equi-lon/Motiva has no such discretion so long as the proposed transferee was a franchisee of another major oil company within the 5 years preceding the Agreement. On the other hand, this revised version of the Trial Franchise clause also serves to contract this class of “unrestricted” transferees somewhat, by operation of the new 5-year limitation on prior franchisee status: under the original version, so long as a transferee has ever been a franchisee of an alliance company, there is no “trigger” under this clause for Equilon/Motiva to opt to require a termination/trial franchise; under the new version, however, the proposed transferee has to have been a franchisee of an alliance company (or some other major oil company) within the last 5 years. A proposed transferee who was a franchisee of an alliance company 6 or more years prior, therefore, would not invoke Equilon/Moti-va’s discretion to require a trial franchise under the original provision, but this same transferee would “trigger” the new version thereof. (b) The new Transfer Fee provision is less of a change to the prior version than it is a clarification that the transfer fee will be the greater of $6,500.00 or the amount arrived at by multiplying the “gain” in Gross Sales Price (i.e., the difference between the Gross Sales Price paid for the franchise originally and the Gross Sales Price paid for the current transfer) by a declining percentage based on the current franchisee’s tenure (same percentages as before: 35% for 0-3 years, 20% for 3-6 years, 15% for 6-9 years, 0% for 9+ years). See Exhibit 1060 (amending RFL Part II, Art. 18(e)). 41.Trial of this case began on July 3, 2001. The trial lasted for nine court days, until July 18, 2001. At that point, the Court took the matter under submission for decision. The Focus of Plaintiffs’ Case and the Court’s Conclusion(s) 42. As it unfolded at trial, Plaintiffs’ case focused on what Plaintiffs argued was a “three-pronged attack” on lessee-dealers within the Equilon (and Motiva) network designed to drive the lessee-dealers out of business, to convert their stations to company-operated outlets, and to do so without incurring the cost inherent in buy-outs of lessee franchises in compliance with the PMPA. Plaintiffs essentially argued: (a) that the SMI was the start of a process of study and tactical planning by Equilon/Motiva the main purpose of which was to evade restrictions of the PMPA by forcing lessee-dealers into destitution, so they would either go entirely out of business or would offer their stations for purchase by the alliance companies at bargain prices; (b) that this plan of attack was implemented on three or more fronts-(a) drastically increasing rent in the new agreement(s); (b) conversions of ROROs to COROs and SOROs; and (c) onerous terms in the new agreement(s) designed to devalue franchises; and (c) that Equilon/Motiva succeeded in driving lessee-dealers into financial difficulties, and/or out of business entirely, by featuring a combination of high rents and high gasoline prices unprecedented in the franchisee/retail petroleum industry. 43. The Court concludes that the evidence presented at trial did not bear out Plaintiffs’ hypothesis that the non-renewals of Plaintiffs’ franchises inherent in the “take it or leave it” presentation of the new agreements) to Plaintiffs (and to other lessee-dealers in the PSR) in March, 2000 violated the PMPA. As will be revealed by what follows, Defendant met its burden of showing that these non-renewals were a result of a failure to agree on ehanges/additions to the franchise which arose “in good faith” and “in the normal course of business,” and not for the purpose of preventing renewal. The Purpose and Effect of the Strategic Marketing Initiative (“SMI”) 44. Equilon and Motiva (the “alliance companies”) were formed retroactively on January 1, 1998. Soon after their merger, the alliance companies engaged in a self-study and planning process focused on creating or maintaining a competitive advantage. The alliance companies recognized that each of their major predecessors (Shell and Texaco) had suffered poor market performance in recent years. They engaged in a full-scale analysis and critique of their business model(s) in order to remedy merger and strategic issues and to gauge how best to market the Shell and Texaco brands. The first step of this study and planning process was the Strategic Marketing Initiative (“SMI”). See, e.g., Morris testimony. 45. The SMI was a general business plan and a series of studies designed to provide direction for the alliance companies’ network of retail outlets. See Goll testimony; Exhibits 480.1, 484, 766, 1019, 1020, 1028, 1072. SMI studies were to be employed alliance-wide, throughout Equi-lon and Motiva markets. See Hallberg testimony. The primary “challenge” to which SMI was addressed was the increasingly competitive market for retail gasoline sales which had emerged during the 1990s. Gasoline margins were shrinking, to the point that the alliance companies had determined it was necessary to shift from being solely dependent on gasoline margins for profitability. See, e.g., Morris testimony; Exhibit 1028. 46. The alliance companies began work on SMI by September, 1998, in response to their perception that they had fallen behind their competitors. See Morris testimony; Little testimony. 47. To assist them in developing strategies and recommendations to respond to the perceived challenges and constraints of the petroleum marketing industry, the alliance companies hired/worked with an outside consultant, Mercer Management Consulting (“Mercer”) to develop SMI recommendations. The contract with Mercer had been entered into by October, 1998. See Little testimony; Morris testimony; Exhibit 649. 48. SMI looked at the petroleum marketing business on a large scale, with an eye toward developing a “vision,” or set of recommendations, for the alliance companies to apply in the various markets within their network. SMI also looked at the companies’ channels of distribution (e.g., ROROs, COROs, SOROs, OROs, and WO-ROs), their operations, and how best to enhance the Shell and Texaco brand identities. See, e.g., Hallberg testimony; Morris testimony; Exhibits 1019,1020. 49. This initial SMI work in late 1998 and early 1999 developed a series of recommendations. These recommendations were subject to validation in the various markets in which the alliance companies operated. The SMI called for detailed market analyses in each geographic region (e.g., the PSR) within the alliance: these Regional Planning System (“RPS”) studies modeled SMI objectives in each market. See, e.g., Hallberg testimony; Turner testimony; Morris testimony. 50. Among the overall recommendations developed in the SMI and tested via the RPS was a goal of increasing the “resilience” of Shell and Texaco branded retail stations. A station is more “resilient” if it is less dependent on gasoline profit margins due to the presence of APCs. See Goll testimony. 51. Within the alliance, the primary APCs were considered to be convenience stores (“C-stores”), car washes, and fast food restaurants (“QSRs”). See Goll testimony; Morris testimony. 52. In other words, one oft-stated goal of the SMI (and RPS) was for the alliance companies to “transform our business model from a branded gasoline supplier to a convenience retailer.” Exhibit 1028 (emphasis in original); see Elston testimony. 53. As a result of SMI (and RPS), each geographic market within the alliance network was given one of five designations to reflect the general strategic approach to that region: each region was classified either “Defend,” “Strengthen,” “Grow,” “Hold,” or “Restructure.” The SMI recommendations for each classification varied. These classifications governed the general strategic approach to the region via SMI and RPS, though a region’s classification was subject to change. See Hall-berg testimony; Exhibit 1019. The Los Angeles market/PSR was given a “Strengthen” designation by SMI. See id. 54. Within the Pacific South Region, the Los Angeles RPS focused on analysis of three SMI objectives: market leadership, resilience, and consistency. See Hall-berg testimony. The RPS conducted in the PSR accomplished its study of these goals applied to the PSR market area by breaking the Los Angeles market geography down into separate sub-regions, or Strategic Network Plans (“SNPs”) and then evaluating Equilon performance in each region by comparing Equilon retailers to all competitors. See Exhibits 1016-1018. The results of these studies were then used to develop a marketing plan for Equilon throughout the PSR. See Hallberg testimony. 55. The pricing of gasoline to dealers was not part of SMI/RPS or the subjects studied therein. During trial, Plaintiffs relied nearly exclusively on Exhibit 619, an email written by Luciani (Pricing Manager for the PSR) dated November 2, 1999, as evidence that the SMI and the alliance companies’ (later) pricing decisions were interrelated. In the email, Luciani references the “pricing side of SMI.” Exhibit 619. However, this stray comment is the only evidence adduced of any linkage between pricing and the SMI. On both direct and cross-examination, Plaintiffs’ counsel asked several Equilon employee-witnesses what they knew regarding a “pricing side of SMI.” Each witness consistently testified that there was no pricing component to the SMI study. See, e.g., Little testimony; Hallberg testimony; Luciani testimony. Moreover, Luciani testified credibly that the “pricing side” noted in Exhibit 619 was only meant to describe his specific business team, and was not a reference to a pricing component of the SMI. Luciani also explained that the November 2, 1999 email was sent in response to concerns regarding problems arising from the merger of Shell and TRMI computer databases, and his fear that his team, “the pricing side of SMI,” would be left out of planning. See Luciani testimony. The Court found this explanation credible, particularly in view of the computer-based references Lu-ciani described in the balance of the email and the near total lack of any other evidence suggesting a linkage between SMI and pricing methodologies. 56. In brief, the SMI/RPS process was an effort to engage in strategic planning at a macro level. See Goll testimony. 57. Several witnesses testified that many of the larger goals of SMI/RPS were never actually implemented, as what had seemed possible at an abstract level became difficult to implement in light of economic realities at the local level. See, e.g., Morris testimony; Goll testimony; Hall-berg .testimony. 58. For instance, one of the primary ideas which arose out of the SMI/RPS process was to emphasize within certain markets, including the Los Angeles market/PSR, company operated sites (COROs and SOROs) as well as two new marketing “channels,” known as Territory Developer Alliances (“TDAs”) and Total Site Franchises (“TSFs”). The TDA channel was intended to be an extension of the wholesale class of trade (WOROs), in which Equilon/an alliance company would enter a partnership with a wholesaler to develop an entire area or territory by investing in APCs (e.g., car washes, QSRs, C-stores) on the retail sites. The TSF channel was designed specifically as an “opportunity” for ROROs and OROs, whereby a RORO or ORO and an alliance company would enter into a joint venture of sorts, featuring joint investment in APCs, revenue-sharing (including revenues derived from these APCs), and greater financial/technical support from the alliance. See, e.g., Exhibit 1020; Hallberg testimony; Little testimony. 59. As part of its “Strengthen” classification, under SMI/RPS the Los Angeles market/PSR was to focus on company operated stations, TDAs, and TSFs as its preferred classes of trade. See, e.g., Exhibits 1036,1072; Goll testimony. 60. However, several witnesses testified that the TDA and TSF “channels” never actually materialized, either in the Los Angeles market or anywhere within the alliance companies’ network. See, e.g., Burrow testimony; Runnels testimony; Hallberg testimony; Morris testimony. The Court found the conclusion offered by these witnesses that many of the SMI “vision” concepts were never realized quite credible. 61. Another recommendation arising out of the SMI/RPS process which was more readily implemented was an effort to achieve an “optimal channel mix” within each geographic market. In the Los An-geles market/PSR this included greater emphasis on company operated stations (COROs and SOROs), because there was a larger return on investments in APCs at these sites. See, e.g., Exhibit 1020; Goll testimony; Hallberg testimony. However, several witnesses credibly testified that it was not part of SMI/RPS to do away with lessee-dealer stations (ROROs) entirely. See Goll testimony; Hallberg testimony; Morris testimony. Several employee witnesses emphasized that the RORO class remains vital to the alliance. 62. As part of this effort to achieve an optimal channel mix, SMI/RPS further recommended site-by-site studies to assess whether it might be beneficial to “convert” a station from one “channel” to another. This recommendation contemplated some conversions of ROROs to COROs or SO-ROs, though it was not directed at any specific sites (i.e., it was a network-wide recommendation). See Elston testimony; Exhibit 1019. It was anticipated that these conversions would require the buyout of RORO dealers’ franchises. See Exhibit 1019. 63. In the Los Angeles market/PSR the site-by-site optimization study/implementation process was called “Project Genesis.” See Hallberg testimony; Exhibit 1026. Project Genesis files were created for each of the retail sites within the PSR, with recommendations for optimizing performance at each of the sites studied. These suggested changes included adding APCs, rebranding flags, and “divesting” (i.e., selling off), “rationalizing” (i.e., closing down), or “converting” (i.e., changing the channel of trade) underperforming sites. See, e.g., Exhibit 1019; Hallberg testimony; Turner testimony. 64. A number of conversions which were anticipated did involve conversions of ROROs to COROs or SOROs. This could arise, for example, in a situation where a particular site could be made more “resilient” by adding an APC but where it would not be economical for the alliance company to make a large capital investment if its only return would be added rent. See, e.g., Goll testimony; Hallberg testimony; Exhibit 1019. 65. All of the employee witnesses consistently testified that the PMPA represented a real world constraint on any move they might try to make that would affect lessee-dealers or open retailers (ROROs or OROs) with whom they had entered into retail sales agreements (franchisees). The Court also found credible their consistent conclusion, contrary to the claim made by Plaintiffs, that references in SMI documents to PMPA constraints were a recognition of these restrictions, rather than an attempt or intent to evade PMPA limitations, either in conversions of stations or otherwise. See, e.g., Exhibits 1020, 1072; Goll testimony; Hallberg testimony. 66. As one example, it was largely anticipated that conversions, divestments, or rationalizations of lessee-dealer stations would be accomplished within the constraints of the PMPA. See, e.g., Goll testimony; Hallberg testimony. Moreover, to the extent the TSF “concept” was discussed at an abstract level, several witnesses credibly testified that it was the alliance companies’ assumption that the new TSF agreements which were to be proposed to ROROs and OROs would include a retention of their PMPA rights. See, e.g., Goll testimony. 67. There is no direct evidence that SMI was designed either to circumvent the restrictions of the PMPA, or for the explicit purpose of wholesale conversion of large numbers of lessee-dealer stations (ROROs) to company operated stations (COROs or SOROs). For instance, as Goll credibly testified, it was not the purpose of SMI to substantially decrease the number of RO-ROs within the overall network, though it was possible that SMI (and/or the various layers of its implementation) might have that effect. See Goll testimony. However, every employee witness with the opportunity to do so emphasized that greater emphasis on company operated retail outlets did not preclude a continuing, vital, RORO class of trade. See Goll testimony; Hall-berg testimony. There is no dispute that the SMI called for less emphasis on the RORO class of trade, in an effort to find the “optimal channel mix.” See Hallberg testimony. However, the Court finds that merely adopting a business model that prefers a certain channel of trade over another, even when it might impact a less- or non-preferred channel, is not conduct violating the PMPA. 68.Plaintiffs cited no compelling evidence in support of their theories that SMI was designed to circumvent the PMPA and/or that its primary purposes included large-scale conversion of RORO sites to CORO or SORO operations. The exhibits which were cited by Plaintiffs contained, at most, ambiguous and non-specific statements which were equally likely to have innocent explanations as they were to indicate any “evil motive” on the part of Equi-lon/the alliance. See Exhibits 411, 489, 458, 480.1, 484, 507, 618-620, 644, 649, 649.1, 654, 766, 1019, 1025, 1028, 1046, 1053, 1067, 1072. As one example, Plaintiffs relied heavily on a single line of text found in Exhibit 633 (a report apparently prepared during the course of SMI by Luciani, prior to a pricing managers meeting in Las Vegas in May, 1999) to show that it was the specific objective of SMI to convert lessee-dealer stations into COROs and SOROs. The pertinent portion of the Exhibit reads: “More and more SORO/ CORO stations will be coming on stream.” However, as Luciani credibly testified at trial, this document had nothing to do with conversions; the quoted line speaks to the merger of Shell and Texaco databases, and to increases in the numbers of COROs and SOROs that were appearing in on-line records. See Luciani testimony. 69. All of the employee witnesses testified that there was no direct linkage between SMI and the development or roll-out of the new agreement(s). See, e.g., Goll testimony; Little testimony; Styslinger testimony; Morris testimony. Indeed, aside from their from proximity in time, there is almost no linkage at all between SMI/RPS and the new agreement(s). 70. Even if there were such linkage, the evidence on SMI does not further Plaintiffs’ effort to establish that the hew agreement(s) were developed as part of a coordinated scheme to drive RORO dealers out of business. Plaintiffs have not shown that SMI was designed to circumvent the PMPA, nor that it contemplated wholesale conversion of ROROs. If anything, all the evidence regarding SMI establishes that Equilon/the alliance companies recognized PMPA constraints, and sought to work within those constraints to realize goals identified by SMI. Moreover, SMI remained always an abstract “vision” that was never fully implemented. As one example, neither of the two new “channels of trade” envisioned by SMI (or perhaps only by the consultants at Mercer)-the TDA and the TSF-were ever implemented. As several witnesses stated, SMI was based on a consultant’s organizational charts combined with hopeful economic optimism, but it collided with day-to-day reality. See Hallberg testimony; Morris testimony. 71. Economic realities ultimately forced the alliance companies to largely abandon the goals and recommendations of SMI, by late 2000, when it became evident that the plan’s capital earn-up would be insufficient to justify pursuing it any further. See Burrow testimony. As of January, 2001, the alliance companies (and more specifically, Equilon) began moving away from SMI toward the formation of a new strategic plan, formulated in the PSR as the “Los Angeles Study.” See Burrow testimony; Goll testimony; Hallberg testimony. The draft report of the Los Ange-les Study was distributed to primary decision-makers in May, 2001. See Exhibit 755. Achieving the “Optimal Channel Mix” Within the Alliance Network(s) 72. As has been stated, one point that Plaintiffs consistently established, and which Defendant does not dispute, is that one goal of SMI was to emphasize the company operated class of trade (COROs and SOROs) while de-emphasizing the lessee-dealer class of trade (ROROs) and/or open dealers (OROs). See, e.g., Exhibit 1019; Elston testimony. One SMI document on which Plaintiffs heavily rely even anticipated that the proportion of ROROs in the Los Angeles/PSR market might go from approximately 65% of the total channel mix to 35% of the total stations. See Exhibit 1019; Elston testimony. 73. There has been a significant reduction in the total number of RORO stations within the Equilon dealer network since the formation of the alliance. From approximately 2,200 ROROs within the Equi-lon network (1,805 were Shell dealers and 871 were Texaco dealers) as of May, 1998, the number declined to approximately 1,500 ROROs within that same network as of the latest figures available (from November, 2000). See Goll testimony; Stys-linger testimony; Plaintiffs’ Exhibit 13. 74. Plaintiffs contend that this decline in the number of ROROs is sufficient evidence in itself of Defendant’s bad faith attempts to drive the RORO class of trade out of business, and/or to convert RORO stations to company operated outlets. However, simply looking at the gross numbers lost from the RORO class of trade is deceiving, for several reasons. 75. First, several witnesses testified that the number in this class which was “converted” to the CORO or SORO class of trade is significantly smaller than the total. Though the estimates varied somewhat, it appears that the number which moved directly from being RORO stations to COROs or SOROs was somewhere between 200 and 400 during this period. See Goll testimony; Little testimony; Exhibit 1019. Thus, it appears that between 10-20% of RORO stations in the Equilon network became COROs or SOROs from May, 1998 to November, 2000. The remainder were either sold out of the network entirely, sold to wholesalers or retailers, closed, or just withdrawn from the market. See Goll testimony (estimating that 300 of the RORO stations were sold out of the network). 76. Second, it appears that this drop in the number of ROROs in the Equilon network accompanied similar changes in the mix of stations overall, such that the percentage of ROROs in the Equilon network has declined much less. For instance, at the formation of the alliance in 1998 the RORO class of trade represented approximately 65-70% of retail stations in the Equilon network (2,200 out of a total of approximately 3,100 to 3,400 retail stations). See Goll testimony; Little testimony. As of the last quarter of 1998, RORO stations also made up approximately 70% of the stations within the PSR (511 out of a total of 725 retail stations). See Little testimony; Exhibit 1067. Though no overall percentage for the current mix of retail stations in the overall Equilon network was presented, the percentage of ROROs in the PSR has diminished less notably since the formation of Equilon. 77. In the latest numbers available, for instance, the figures reported in the Los Angeles Study and/or testified to by witnesses familiar with the retail station breakdown show that ROROs presently make up 58% of the total PSR mix (400 stations). See Exhibit 755; Hallberg testimony. Moreover, estimates of an optimal mix which might arise from the Los Ange-les Study if all of its recommendations are implemented put the PSR mix at 59% RORO, up a percentage point from the current mix as reported in the Los Ange-les Study. Thus, ROROs were and are projected to remain a majority of the stations in the Equilon network of retail stations. Again, as several Equilon witnesses testified, there was never any goal (of SMI, or of Equilon in general) to wholly replace the RORO class of trade, or to implement a single class of trade to the exclusion of all others. See, e.g., Murdock testimony. This testimony is borne out by these numbers. 78. Third, and most important, even if the drop in the number of ROROs were on its own suspicious, there was absolutely no evidence presented that any of the roughly 700 stations in the Equilon network (or the roughly 110 stations within the PSR) which dropped out of the RORO class of trade did so under any circumstance that might constitute a violation of the PMPA. Specifically, buy-outs, withdrawals, and sales of retail stations are clearly contemplated and permitted by the PMPA. Plaintiffs adduced no evidence that any of the activities which led to changes in the overall station mix within Equilon or within the PSR was unlawful, or that they resulted from anything other than proper business judgment. 79.More to the point, Plaintiffs drew absolutely no connection between the promulgation of the new agreement(s) and this decline in the number of ROROs in the Equilon network, other than vague assertions that they were all part of Equi-lon’s strategy to drive out the lessee-dealer class of trade. In support of their argument that Equilon systematically sold, divested, and converted RORO sites with the express purpose of eliminating this class altogether, Plaintiffs again rely on a multitude of ambiguous statements in trial exhibits, including Exhibits 13, 439, 618, 620, 649, 752, 757, 766, 1019, 1020, 1046, 1053, 1065, 1072, and/or 1161. Again, however, the Court does not find the “smoking gun” in these documents that Plaintiffs claim they contain. Rather, the Court finds that the documents cited (and quoted repeatedly into the trial record) mostly contain ambiguous statements of minimal probative value along the fines of “don’t get cold feet,” and “transition partners with a carrot ... and stick approach.” Exhibits 649, 1020. At most, Plaintiffs simply established a point which Defendant does not dispute: that Equilon planned to de-em-phasize the RORO clas