Full opinion text
MEMORANDUM AND ORDER BELOT, District Judge. This ease comes before the court on defendant Amoco Oil Company’s Motion for Summary Judgment. (Doc. 126.) Plaintiffs are current or former Wichita area Amoco service station dealers. They have filed this action against Amoco alleging seven state law causes of action, including two counts of breach of contract, two counts of misrepresentation, breach of lease, breach of fiduciary duties, and violation of the Kansas Consumer Protection Act (“KCPA”), K.S.A. § 50-623, et seq. (Doe. 75, Counts I-VII.) Plaintiffs’ claims are similar to those made by other Amoco dealers in various other parts of the United States. Amoco seeks summary judgment on all seven of plaintiffs’ claims. Table of Contents Summary Judgment Standards. Background The Nature of the Parties’ Relationship. The Dealer Supply Agreement (DSA) . The Lease Agreement. The Meter Marketing Plan, Dealer Buying Price and Pricing Strategies. The Discount for Cash Program (DFC). The Investment Value Rent Program. Discussion Count I — Breach of Contracts — DFC. Plaintiffs’ admissions in deposition. The U.C.C. parol evidence rule, K.S.A. 84-2-202 and DSA’s terms. Admissibility of the alleged DFC/DBP offset and the DSA. Admissibility of the alleged DFC/DBP offset and the credit card contract.. Admissibility of the alleged DFC/DBP offset as “course of dealing”. Admissibility of the alleged DFC/DBP offset as a subsequent agreement. Enforceability of integration clauses. Equitable estoppel. Count II — Misrepresentation — DFC . Count III — Breach of Contract — U.C.C. § 2-305(2) . Count IV — Breach of Lease — IVR Program. Count V — Misrepresentation — IVR Program. Count VI — Breach of Duty of Good Faith. Count VII — Violations of Kansas Consumer Protection Act. Plaintiffs as “individuals” under K.S.A. § 50-624(b). “Business purposes” as contemplated by K.S.A. § 50-624(b). Deceptive and unconscionable practices. Orders . SUMMARY JUDGMENT STANDARDS Rule 56(c) of the Federal Rules of Civil Procedure directs the entry of summary judgment in favor of the party who “show[s] that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” A principal purpose “of the summary judgment rule is to isolate and dispose of factually unsupported claims or defenses.” Celotex Corp. v. Catrett, 477 U.S. 317, 323-24, 106 S.Ct. 2548, 2552-53, 91 L.Ed.2d 265 (1986). The court’s inquiry is to determine “whether there is the need for a trial — whether, in other words, there are any genuine factual issues that properly can be resolved only by a finder of fact because they may reasonably be resolved in favor of either party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250, 106 S.Ct. 2505, 2511, 91 L.Ed.2d 202 (1986). The burden of proof at the summary judgment stage is similar to that at trial. “Entry of summary judgment is mandated, after an adequate time for discovery and upon motion, against a party who ‘fails to make a showing to establish the existence of an element essential to that party’s case, and on which that party will bear the burden of proof at trial.’” Aldrich Enters., Inc. v. United States, 938 F.2d 1134, 1138 (10th Cir.1991) (quoting Celotex, 477 U.S. at 322, 106 S.Ct. at 2552). The moving party bears the initial burden of demonstrating the absence of a genuine issue of material fact by informing the court of the basis for its motion. Martin v. Nannie and the Newborns, Inc., 3 F.3d 1410, 1414 (10th Cir.1993). This burden, however, does not require the moving party to “support its motion with affidavits or other similar materials negating the opponent’s claim.” Celotex, 477 U.S. at 323, 106 S.Ct. at 2553. (Emphasis in original). Once the moving party properly supports its motion, the nonmoving party “may not rest upon mere allegation or denials of his pleading, but must set forth specific facts showing that there is a genuine issue for trial.” Muck v. United States, 3 F.3d 1378, 1380 (10th Cir.1993). The court reviews the evidence in a light most favorable to the non-moving party, e.g., Thrasher v. B & B Chemical Co., Inc., 2 F.3d 995, 996 (10th Cir.1993), under the substantive law and the evidentia-ry burden applicable to the particular claim. Anderson, 477 U.S. at 255, 106 S.Ct. at 2513. BACKGROUND I. The Nature of the Parties’ Commercial Relationship Amoco is in the business of selling gasoline and other petroleum products through a network of service station dealers and independent “jobbers” around the United States. Plaintiffs are service station dealers who sell Amoco-branded products in Kansas. Plaintiffs are independent businessmen; they set their own retail prices and make their own purchasing, advertising, and marketing decisions. Plaintiffs have had to invest money in their service stations and, in some cases, they have incurred long-term financial obligations. Plaintiffs’ relationship with Amoco is two-tiered. First, plaintiffs are franchisees of Amoco, marketing and selling Amoco-branded gasoline and automotive products. Second, plaintiffs are lessees of Amoco, leasing Amoco-owned service station facilities. Amoco requires plaintiffs and most (if not all) of its other dealers to sign certain pre-printed, standardized form contracts which govern their franchisor-franchisee and lessor-lessee relationships. Most significant among these are the “Dealer Supply Agreement” or DSA, concerning the parties’ franchise relationship, and the “Lease Agreement,” concerning the parties’ lessor-lessee relationship. Over the years, plaintiffs have entered into a series of Dealer Supply Agreements and Lease Agreements with Amoco, signing new contracts as previous ones terminated. The agreements usually ran for three years. In addition, plaintiffs contend that Amoco has implemented various pro-grains and policies which bear significantly upon the relationship between Amoco and the dealers under the written contracts and agreements. The DSAs, Lease Agreements, and other standardized contracts were presented to plaintiffs by an Amoco territory manager who was familiar with all phases of dealer operations. Pete Christy was the territory manager for Wichita from 1967 to 1991. Christy “deliver[ed] various written contracts such as the [DSA] and Lease Agreement in a package of documents to the dealers at the time they became a dealer and thereafter on their renewal dates.” (Doc. 181, Christy Affidavit, ¶5.) Christy “would answer questions about the contracts, if the dealer had any, but [he] did not routinely go over the contract paragraph by paragraph. [He] was not familiar with all the fine print of the contracts.” Id. at ¶ 6. II. The Dealer Supply Agreement Under the DSA, Amoco agrees to “sell and deliver” gasoline and other products to the plaintiffs, and plaintiffs agree to “purchase and receive” the gasoline and other products from Amoco “in such reasonable quantities as [plaintiffs] may order.” (Doe. 128, Ex. 1A, ¶ 1.) The DSA provides that the price for gasoline purchased by plaintiffs shall be “Amoco’s dealer buying price” or DBP: Prices. The price for motor fuels purchased by Dealer from Amoco hereunder, shall be Amoco’s dealer buying price for each respective grade of said products in effect in Amoeo’s pricing area in which the above-identified motor fuel sales facility is located at the time when title to said products passes from Amoco to Dealer. Id. at ¶ 4 (underline added). The DSA requires plaintiffs to “offer for sale from the Premises ‘representative amounts’ of Amoco’s trademarked motor fuels” or “Amoco [has] the right to terminate [the DSA] and any franchise relationship between Amoco and Dealer.” Id. at ¶ 19. The DSA does not, however, require that plaintiffs buy these “representative amounts” of Amoco’s trademarked fuels directly from Amoco, as opposed to an Amoco-branded jobber. (See, e.g., Doc. 179, Wayman Depo., p. 10-11; Doc. 174, Howell Depo., p. 27.) Nor does the DSA “preclude [plaintiffs] from selling competitive-brand products” at their service stations. (Doc. 128, Ex. 1A, ¶ 15.) All of the DSAs between Amoco and plaintiffs contain “merger” or “integration”-type clauses. There are some variations depending upon the date of the agreement. The 1989 and 1991 versions of the DSA state: Entire Agreement. This Dealer Supply Agreement cancels and supersedes all pri- or written and unwritten agreements and understandings between the parties pertaining to the matters covered in this Agreement. No obligations, agreements or understandings shall be implied from any of the terms and provisions of this Agreement, all obligations, agreements and understandings with respect to the subject matter hereof being expressly set forth herein. No representations or statements, other than those expressly set forth herein, were relied upon by the parties in entering into this Agreement. No modification or waiver of, addition to, or deletion from the terms of the Agreement shall be effective unless reduced to writing and signed by Dealer and a representative of Amoco authorized to execute this Agreement. (Doc. 128, Ex. 1A, ¶ 23; Doe. 164, Ex. 5,1989 and 1991 Dealer Supply Agreement, ¶23.) The 1981, 1983, and 1986 versions are slightly different: Sole Agreement. This Dealer Supply Agreement cancels and supersedes all pri- or agreements and understandings between the parties hereto pertaining to the matters covered herein, and there are no other agreements, written or oral, between the parties pertaining to the subject matter hereof. This agreement does not cancel or supersede any written lease of Premises, written agreement for the loan of equipment, written agreement relating to the honoring of credit cards, trademark agreement, or other written agreement between the parties not directly incompatible herewith or directly covering the same subjects hereof. (Doe. 164, Ex. 5,1981,1988, and 1986 Dealer Supply Agreements, ¶ 21.) III. The Lease Agreement Under the parties’ Lease Agreements, Amoco agrees to “demise and lease” certain service station facilities to plaintiffs, and plaintiffs agree to pay Amoco a stated sum per month during the first year of the lease. (Doc. 128, Ex. IB, ¶¶ 1 — 4.) If the lease is for a term of more than one year (most of the leases are for a three year term), Amoco “reserves the right to modify the monthly rental ... to conform with [Amoco’s] established policy rental in effect” for the particular type of facility being leased. Id. at ¶ 5. Like the DSA, the Lease Agreement gives Amoco the right to terminate the parties’ commercial relationship if the dealer discontinues the sale of representative amounts of Amoco products. Id. at ¶ 25. Like the DSA, the Lease Agreement contains a merger or integration-type clause. The 1989 and 1991 Lease Agreements provide: Entire Agreement. This Lease cancels and supersedes all prior written and unwritten agreements and understandings between the parties pertaining to the matters covered in this Lease. No obligations, agreements or understandings shall be implied from any of the terms and provisions of this Lease, all obligations, agreements and understandings with respect to the subject matter hereof being expressly set forth herein. No representations or statements, other than those expressly set forth herein, were relied upon by the parties in entering into this Lease. No modification or waiver of, addition to, or deletion from the terms of this Lease shall be effective unless reduced to writing and signed by Lessee and a representative of Lessor authorized to execute this Lease. (Doc. 128, Ex. IB, ¶ 30; Doc. 164, Ex. 5,1989 and 1991 Lease Agreements, ¶ 30.) The 1980, 1983, and 1986 Lease Agreements simply state: This lease shall not be modified or amended except in writing. No obligation, agreement or understanding shall be implied from any of the terms and provisions of this lease, all obligations, agreements and understandings with respect to the leased premises being expressly set forth herein. (Doc. 164, Ex. 5, 1980, 1983, and 1986 Lease Agreements, ¶ 28.) IV. The Meter Marketing Plan, Dealer Buying Price, and Pricing Strategies Pursuant to the DSA, Amoco delivers fuel to plaintiffs in accordance with the provisions of a “Meter Marketing Plan Agreement,” another of the standardized written contracts entered into by the parties: Delivery — Motor Fuels. (a) Amoco shall, during the term hereof, deliver the above-identified motor fuels to Dealer at the above-identified motor fuel sales facility in accordance with the applicable Dealer Delivery Plan Agreement or Meter Marketing Plan Agreement in effect at the time of delivery. Dealer shall abide by the terms of the applicable Agreement in effect at the time.... (Doc. 128, Ex. 1A, ¶5.) Under the Meter Marketing Plan, Amoco delivers gasoline to plaintiffs’ service station’s underground storage tanks on a bailment basis. (Doc. 163, p. 38; Doc. 164, Ex. 3.) Plaintiffs are required to provide Amoco “24 hour-per-day access to [their] motor fuel storage for purposes of delivery.” (Doc. 128, Ex. 1A, ¶ 5(e).) Amoco retains title to the gasoline in plaintiffs’ storage tanks until it is actually pumped from the tank through the dealers’ metered gas pumps, at which time the title passes to the dealer. The “dealer buying price” or DBP (which is not actually mentioned in the Meter Marketing Plan) is thus established at the time the gasoline is purchased by a customer, not when Amoco delivers the fuel to the respective service stations. Plaintiffs periodically record the volume of fuel dispensed through their stations’ pumps and report those amounts to Amoco. Amoco charges plaintiffs’ accounts in accordance with the amounts reported and the applicable DBP. Plaintiffs have substantial complaints about the manner in which Amoco sets its DBP. Plaintiffs claim that, contrary to Amo-eo’s representations, Amoco’s pricing strategies have been designed to yield one-sided benefits to Amoco at plaintiffs’ expense. According to plaintiffs, the Wichita gasoline market is extremely competitive and driven by independent sellers and jobbers, intermediate distributors who sell gasoline to other dealers rather than directly to consumers. Plaintiffs allege that Amoco’s DBP is higher than the price at which independent marketers buy their fuel, meaning plaintiffs make less margin per gallon. Plaintiffs complain that it is difficult for them, encumbered by the Meter Marketing Plan and forced to pay the DBP established by Amoco, to maintain competitive retail gasoline prices that attract customers and still make a satisfactory profit on gasoline sales. V. The Discount for Cash Program Amoco offers its customers credit cards which enable them to purchase fuel and other items and services on credit at Amoco stations. Plaintiffs accept Amoco credit cards at their stations. A “Dealer/Jobber Credit Card Contract,” yet another of the standardized contracts between the parties, currently governs the credit card sales transactions between plaintiffs and Amoco. (Doc. 164, Ex. 4, ¶ 111(B).) Prior to 1982, Amoco never charged its dealers a fee for the costs of its credit card system. Instead, those costs were built into the cost of gasoline or, in other words, were simply part of the DBP. In 1982, Amoco adopted a “Discount for Cash” (DFC) program purportedly designed to remove the cost of the credit card system from the cost of the gasoline and ensure that only credit card customers, not cash customers, paid for the credit card system. Under the DFC program, Amoco charged plaintiffs a credit card transaction fee of 4% and, according to plaintiffs, promised to reduce the DBP by 2.8<t. Later, when the credit card transaction fee was lowered to 3%, the alleged promised offset in the DBP was to be correspondingly decreased to 2.1$. Plaintiffs and other Amoco dealers were to pass on the savings in the DBP to their cash-paying customers by charging them 4c less per gallon than credit card purchasers. Amoco hoped that this “Discount for Cash” would attract more cash customers to Amoco stations resulting in increased sales. Plaintiffs implemented the DFC program at their service stations and began paying Amoco the required credit card transaction fee. However, according to plaintiffs, Amoco never gave plaintiffs the DBP offset it had allegedly promised. Plaintiffs contend that although Amoco claimed to be reducing the DBP, Amoco was actually adding an amount equivalent to the promised offset before subtracting the same amount and arriving at its final or net DBP. That is, according to plaintiffs, Amoco would add 2.1$ to its DBP and then subtract 2.1$ from that amount to make it look as if plaintiffs were getting an offset in the DBP when they actually were not. (Doe. 163, p. 52.) Plaintiffs claim that Amoco continued to represent to them that they were receiving a bona fide 2.1$ DBP offset. VI. The Investment Value Rent Program Amoco internally calculates its rental profit goals before determining what rent to charge its tenant dealers. In 1985, Amoco began basing such internal calculations on what it calls “Investment Value Rent” or IVR. Using this system, Amoco computes a “Base IVR Rent” for each service station and utilizes this figure in determining the contract rent or modifications to the contract rent for each dealer. The “Base IVR Rent” consists of several components, including an investment base component, a service bay component, a maintenance component, and a tax component. An internal accounting document known as a “Capital Asset Ledger,” which purportedly lists all Amoco-owned assets at each station, is used in calculating each dealer’s “Base IVR Rent.” The IVR program was purportedly designed to provide some year-to-year certainty and stabilize rents “so that dealers can plan and budget without having to wonder what’s going to happen to their rent bills each year.” (Doc. 165, Christy Depo., Ex. 1.) According to plaintiffs, Amoco represented to them that rents would be based on the IVR calculations and capital asset ledgers, and promised that it would not increase rents absent changes in taxes or capital improvements. Plaintiffs allege that Amoco further represented that IVR was designed to accomplish the following: (1) remove fixed costs from the cost of gasoline; (2) achieve rental equity, stability, and predictability; and (3) recover Amoco’s costs while providing a modest return on the capital investment base of the service stations. Plaintiffs contend that Amoco failed to honor these representations about the program’s objectives and the method of calculation of rent. According to plaintiffs, Amoco breached its own representations by: (1) increasing rentals for reasons other than changes in taxes or capital improvements; (2) including items in the capital assets ledgers that were duplicitous or had been removed from the leased premises; (3) assessing additional rental charges for the use of service bays even though a service bay component had already been included in the Base IVR Rent calculations; and (4) including a tax component as part of the base IVR Rent calculation even though Amoco did not pay taxes on certain property it leased from other landlords and subleased to dealers. Plaintiffs further claim that the IVR program as implemented by Amoco did not achieve its goals of stabilizing rent and providing a basis for a dealer to predict his rent over the term of his Lease Agreement. Plaintiffs generally assert that since 1982 and 1985, with the implementation of DFC and IVR, Amoco affirmatively misrepresented that its pricing strategies would incorporate these two programs and, by removing the cost of the credit card program and unbundling lease costs from the DBP, make Amoco’s DBP more competitive. (Doc. 163, ¶¶ 20, 64,72.) DISCUSSION I. COUNT I: Breach of Contract — Discount for Cash Program Count I of plaintiffs’ Amended Complaint revolves around the alleged unwritten Discount for Cash/Dealer Buying Price offset arrangement (hereinafter referred to as the “alleged DFC/DBP offset agreement”). Plaintiffs allege that Amoco has breached its agreements^] both written and oral, by failing to reduce or discount its price of motor fuel to plaintiffs by 2.8<t per gallon, later changed to 2.1<t per gallon when the credit card fee was reduced from 4% to 3%, or by manipulating or setting the DBP in such a fashion as to make the promised discount illusory. (Doc. 75, ¶ 36.) Amoco contends that it is entitled to summary judgment on Count I for essentially two reasons: (1) plaintiffs have admitted in sworn depositions that Amoco did not breach its contract with them; and (2) the parol evidence rule and the terms of the parties’ Dealer Supply Agreements, including the integration clauses, preclude plaintiffs from presenting any evidence of the alleged DFC/ DBP offset agreement. A. Plaintiffs’ admissions in their depositions According to Amoco, plaintiffs admitted during their depositions that Amoco has not breached its agreements with them. The court has reviewed plaintiffs’ deposition testimony and finds Amoco’s position to be unfounded. Plaintiffs have admitted that Amoco has a considerable amount of discretion in gas pricing and other matters and that, in a number of aspects of their commercial relationship, Amoco has held up its end of the bargain. But plaintiffs have not admitted that there was no alleged DFC/DBP offset agreement — which is what they are claiming in Count I — nor have they admitted that Amoco did not breach such an agreement. Moreover, plaintiffs are not lawyers or otherwise educated in the labyrinthine rules of contract interpretation. In sum, Amoco wants this court to read something into plaintiffs’ deposition testimony that simply is not there. The court will not do so. B. The parol evidence rule and the DSA’s terms Amoco contends that the parol evidence rule and the very terms of the DSAs themselves preclude plaintiffs’ evidence of the alleged DFC/DBP offset agreement. It is undisputed that the UCC’s version of the parol evidence rule, UCC § 2-202, applies to this case. UCC § 2-202 addresses the admissibility of evidence that purportedly establishes a term that does not appear in the written contract. Final written expression; Parol or extrinsic evidence. Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented (a) by course of dealing or usage of trade (section 84-1-205) or by course of performance (section 84-2-208); and (b) by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement. K.S.A § 84-2-202. Looking to UCC § 2-202, Amoco contends that the DSAs are the parties’ “final expressions” of their agreements with respect to gasoline pricing, that plaintiffs’ evidence of the alleged DFC/DBP offset agreement flatly contradicts the DSA’s gasoline pricing provisions, and that such evidence is therefore inadmissible. Amoco points to the language in the DSA’s integration clauses (quoted supra ) as evidence that the DSAs were intended to be “final expressions” of the parties’ agreements within the meaning of UCC § 2-202: This Dealer Supply Agreement cancels and supersedes all prior written and unwritten agreements and understandings between the parties pertaining to the matters covered in this Agreement. No obligations, agreements or understandings shall be implied from any of the terms and provisions of this Agreement, all obligations, agreements and understandings with respect to the subject matter hereof being expressly set forth herein. (1989 & 1991 version). This Dealer Supply Agreement cancels and supersedes all prior agreements and understandings between the parties hereto pertaining to the matters covered herein, and there are no other agreements, written or oral, between the parties pertaining to the subject matter hereof. (1981,1983, & 1986 versions). Plaintiffs counter Amoeo’s UCC § 2-202 argument from a number of different angles, many of which are rather obscure and difficult to specifically identify. The court has done its best to decipher plaintiffs’ response and perceives five principal contentions: 1. Is evidence of the alleged DFC/DBP offset agreement admissible under § 2-202(b) as evidence of a “consistent additional term” to the DSAs? First, plaintiffs contend that their evidence of the alleged DFC/DBP offset agreement is admissible under UCC § 2-202(b) as evidence of a “consistent additional term.” Plaintiffs point to Official UCC Comment 3 to § 2-202, which states: Under paragraph (b) consistent additional terms, not reduced to writing, may be proved unless the court finds that the writing was intended by both parties as a complete and exclusive statement of all the terms. If the additional terms are such that, if agreed upon, they would certainly have been included in the document in the view of the court, then evidence of their alleged making must be kept from the trier of fact. K.S.A § 84-2-202, Official UCC Comment 3 (emphasis added). Plaintiffs contend that the alleged DFC/DBP offset agreement would not “certainly have been included” in the DSAs, because the DSAs themselves contemplate the existence of a number of other agreements between the parties, and the DSAs are therefore not “complete and exclusive statements” of the parties’ terms. (Doc. 163, p. 80.) The court rejects plaintiffs’ UCC § 2-202(b) “consistent additional term” argument. Even construing the DSA strictly against Amoco, plaintiffs’ evidence of the alleged DFC/DBP offset agreement is not “consistent” with the DSA’s express terms. First, the integration clauses clearly state that the DSAs contain all of the parties’ agreements and cancel and supersede any prior written or unwritten agreements between the parties with respect to the matters covered therein, including the matter of gasoline pricing. Plaintiffs proffer the alleged DFC/DBP offset agreement in contradiction of the DSA’s terms by suggesting that additional agreements governing gasoline pricing exist. Second, the DSAs clearly give Amoco considerable discretion in gasoline pricing. The pricing provisions identify the purchase price as “Amoco’s DBP in effect” and do not suggest that Amoco is bound by any objective criteria or otherwise restricted in determining the DBP. Plaintiffs’ allegation that, under the alleged DFC/DBP offset agreement, Amoco is obligated to price its gasoline at 2.1<t below the DBP is inconsistent with this discretion. The court’s findings are supported by a recent decision of an Illinois appellate court. In Abbott v. Amoco Oil Co., 249 Ill.App.3d 774, 189 Ill.Dec. 88, 619 N.E.2d 789, appeal denied, 153 Ill.2d 557, 191 Ill.Dec. 616, 624 N.E.2d 804 (1993), a large group of Chicago area Amoco dealers sued Amoco and alleged causes of action very similar to those in the present case, including a claim that Amoco had breached its contract with respect to an alleged DFC/DBP offset agreement. Id., 249 Ill.App.3d at 776-77, 189 ULDec. at 91, 619 N.E.2d at 792. The trial court dismissed the dealers’ complaint, and the appellate court affirmed. In evaluating the dealers’ allegations with respect to an alleged DFC/ DBP offset agreement, the appellate court focused on the provisions in the DSAs concerning prices and integration and found that the dealers’ allegations contradicted these provisions: The dealers’ claim here is that Amoco promised them a discount in the price of gas to offset credit fees Amoco began to charge on credit card transactions and that Amoco then failed to provide the discounts in a “realistic” and “meaningful” manner, meaning that the dealers thought that Amoco’s gas was still priced too high, even after the application of the discount. Thus, the dealers argue, essentially, that Amoco charged them too much for its gasoline. This claim is directly contrary to both the integration clause and the provisions of the DSA’s allowing Amoco to charge the dealers the price for gasoline in effect in the dealers’ geographic area at the time the dealers take title to the gas. Id., 249 Ill.App.3d at 780, 189 Ill.Dec. at 93, 619 N.E.2d at 794. The Chicago area dealers’ claim in Abbott and the Wichita area dealers’ claim in the present case boil down to the same thing: “Amoco charged too much for its gasoline.” Id. Like the dealers in Abbott, plaintiffs granted Amoco considerable discretion in setting gasoline prices when they entered into their DSAs, and they cannot now, having found that they do not like Amoco’s exercise of that discretion, seek to have the DSAs rewritten. See Catholic Diocese of Dodge City v. Raymer, 251 Kan. 689, 693, 840 P.2d 456 (1992) (“[T]he court may not make another contract for the parties. Its function is to enforce the contract as made.”). The court accordingly finds, under UCC § 2-202, that the DSAs were intended to be a “final expression” of the parties’ agreement with respect to gasoline pricing and that the DSAs cannot, therefore, be contradicted by evidence of the alleged DFC/DBP offset agreement. 2. Is evidence of the alleged DFC/DBP offset agreement admissible under § 2-202(b) as evidence of a “consistent additional term,” to the parties’ credit card contract? Plaintiffs also contend that their evidence of the alleged DFC/DBP offset is admissible as evidence of a consistent additional term to the parties’ Dealer/Jobber Credit Card Contracts. (Doe. 163, p. 82.) As discussed supra, under the credit card contracts, Amoco is authorized to charge plaintiffs a credit card transaction fee of an unspecified amount when it purchases plaintiffs’ credit card sales slips. Plaintiffs contend that, because the credit card contracts do not identify the amount of the credit card transaction fee, the contract is open to evidence of additional relevant terms and agreements, specifically, the alleged DFC/ DBP offset agreement. The court finds two flaws in this argument. First, whatever connection the alleged DFC/DBP offset agreement may have with the credit card contract, evidence of such an agreement still contradicts the DSAs, the “final expression” of the gasoline pricing terms, and is therefore inadmissible. Second, the credit card contracts, like the DSAs, have an integration clause. It provides that all prior agreements and understandings pertaining to the subject matters covered in the credit card contracts are can-celled and superseded and that there are no other agreements, written or oral, between the parties pertaining to those matters. (Doc. 164, Ex. 4, tXII.) Hence, the credit card contracts, like the DSAs, are “final expressions” and cannot be contradicted by evidence of any prior agreement. Evidence of the alleged DFC/DBP offset agreement is contradictory because it suggests that Amoco gave consideration in the form of a DBP offset in exchange for plaintiffs’ paying credit card transaction fees. The credit card contracts mention no such consideration. If such consideration was promised, it “certainly would have been included” in the credit card, contracts, meaning the contracts are also “complete and exclusive statements” of the parties’ agreements and that even evidence of consistent additional terms would be inadmissible. See K.S.A. § 84-2-202(b) & Official UCC Comment 3. 3. Is evidence of the alleged DFC/DBP offset agreement admissible under § 2-202(a) as evidence of the parties’ “course of dealing”? Plaintiffs contend that even if evidence of the alleged DFC/DBP offset agreement is not admissible as evidence of a consistent additional term, it is still admissible under § 2-202(a) as evidence of the parties’ “course of dealing.” (Doe. 163, p. 87.) As support for this contention, plaintiffs rely on an oft-cited Ninth Circuit case, Nanakuli Paving & Rock Co. v. Shell Oil Co., Inc., 664 F.2d 772 (9th Cir.1981). In that ease, Nana-kuli entered into a contract to purchase asphalt from Shell at Shell’s “Posted Price.” Nanakuli then contracted with a number of third parties to supply them with asphalt at a specified price based on Shell’s then-existing “Posted Price.” Subsequently, Shell raised its “Posted Price” by a substantial amount, impairing Nanakuli’s contracts with the third parties. Nanakuli sued Shell for breach of contract, arguing that Shell had a duty to protect Nanakuli from inordinate increases in the “Posted Price.” Nanakuli relied primarily on “usage of trade” evidence that, in the asphalt industry, it was a prevailing practice for suppliers to provide price protection for their buyers. A jury verdict was returned in Nanakuli’s favor, but the trial court granted j.n.o.v. based on Shell's argument that Nana-kuli’s evidence of trade usage contradicted the express terms of the parties’ contract. The Ninth Circuit reversed, holding as follows: [Although the express price terms of Shell’s posted price of delivery may seem, at first glance, inconsistent with a trade usage of price protection at time of increases in price, a closer reading shows that the jury could have reasonably construed price protection as consistent with the express term. We reach this holding for several reasons. First, we are persuaded by a careful reading of the U.C.C., one of whose underlying purposes is to promote flexibility in the expansion of commercial practices and which rather drastically overhauls this particular area of the law. The Code would have us look beyond the printed pages of the contract to usages and the entire commercial context of the agreement in order to reach the “true understanding” of the parties. Second, decisions of other courts in similar situations have managed to reconcile such trade usages with seemingly contradictory express terms where the prior course of dealings between the parties, trade usages, and the actual performance of the contract by the parties showed a clear intent by the parties to incorporate those usages into the agreement or to give to the express term the particular meaning provided by those usages, even at times varying the apparent meaning of the express terms. Third, the delineation by thoughtful commentators of the degree of consistency demanded between express terms and usage is that a usage should be allowed to modify the apparent agreement, as seen in the written terms, as long as it does not totally negate it. We believe the usage here falls within the limits set forth by commentators and generally followed in the better reasoned decisions. Id. at 780. The Ninth Circuit also reversed the trial court’s exclusion of certain “course of dealing” evidence showing that Shell had engaged in price protection in the past, even though an integration clause in the parties’ agreement expressly stated that evidence of “dealings” was not to be allowed. Id. at 782 n. 14. Based on Nanakuli and the UCC, it is positively clear that bona fide course of dealing evidence is admissible to “explain and supplement” the DSAs and other contracts at issue in the present case. K.S.A. § 84-2-202(a). The integration clauses in the DSAs do not purport to exclude the parties’ prior dealings from evidence, and UCC § 2-202 plainly indicates that the terms of a written contract, even though intended to be a “final expression” and “complete and exclusive statement” with respect to the matters addressed therein, “may be explained or supplemented by course of dealing or usage of trade or by course of performance.” K.S.A. § 84-2-202; see also 1 James J. White & Robert S. Summers, Uniform Commercial Code § 2-10, at 118 (3d ed. 1988) [hereinafter “White & Summers”] (“[C]ourts ■will likely permit parties to use course of dealing, usage of trade, or course of performance to establish additional terms.”) (emphasis added). Moreover, Nanakuli establishes that course of dealing evidence (as well as other types of UCC § 2-202(a) evidence— usage of trade and course of performance) need not be entirely consistent with the DSA’s express terms in order to be admissible. So long as course of dealing evidence can be “reasonably construed ... as consistent with the express term,” it can still be used to explain and supplement the parties’ agreement. 664 F.2d at 780. There are, nevertheless, problems with plaintiffs’ “course of dealing” argument. First, plaintiffs have alleged no course of dealing evidence to suggest the existence of the alleged DFC/DBP offset agreement. “Course of dealing” involves “the sequence of conduct between the parties previous to the agreement.” K.S.A § 84-1-205, Official UCC Comment 2. Plaintiffs allegations are that the “sequence of conduct” between plaintiffs and Amoco was such that Amoco never actually provided a DBP offset. In Nanakuli, by contrast, there was substantial evidence that Shell had provided price protection in the past. 664 F.2d at 778, 782 n. 14. Second, as discussed swpra, the court does not believe that a jury could “reasonably construe” the alleged DFC/DBP offset agreement as “consistent” with the parties’ DSAs and credit card contracts. Id. at 780. Under UCC § 2-208(2), “[t]he express terms of the agreement and any ... course of dealing ... shall be construed whenever reasonable as consistent with each other; but when such construction is unreasonable, express terms shall control ... course of dealing.” K.S.A § 84-2-208(2). Once again, this clearly distinguishes plaintiffs’ evidence in the present case from the evidence of price protection in Nanakuli. In the final analysis, the court finds that plaintiffs’ evidence of the alleged DFC/DBP offset agreement is not evidence of a “usage of trade” in the gasoline industry or a “course of dealing” between the parties. Rather, it is evidence of an inconsistent and contradictory additional term and/or another agreement altogether. Plaintiffs cannot elude the parol evidence rule by cloaking evidence of an inconsistent term or agreement in the clothes of “course of dealing.” 4. Is evidence of the alleged DFC/DBP offset agreement admissible as evidence of a subsequent agreement or modification? The parol evidence rule (UCC § 2-202) does not apply to evidence of subsequent agreements or modifications of a contract. White & Summers, § 2-10, at 106. In a further effort to avoid the parol evidence rule, plaintiffs contend that the alleged DFC/ DBP offset agreement can be characterized as either a “subsequent agreement” or a “modification” of the parties’ other agreements. (Doe. 168, p. 90.) Both of these potential characterizations, however, have an obvious shortcoming: Any subsequent agreement or modification must be manifested by a writing signed by the parties. Subsequent agreements must comply with the statute of frauds: “[A] contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought.” K.S.A § 84-2-201(1). Modifications must comply with the modification terms set forth in the contracts they purport to modify. Under UCC § 2-209(2), “[a] signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded.” K.S.A § 84-2-209(2). The DSAs state that “[n]o modification ... of the Agreement shall be effective unless reduced to writing and signed by Dealer and a representative of Amoco authorized to execute this Agreement.” (Doc. 164, Ex. 5, 1989 and 1991 DSAs, ¶ 23.) Similarly, the credit card contracts provide that they “shall not be modified except in writing, executed by both parties.” (Doe. 164, Ex. 4, Credit Card Contract, ¶ XIII.) Plaintiffs have presented no writing manifesting the alleged DFC/DBP offset agreement to support either their “subsequent agreement” or “modification” arguments. 5. Are the integration clauses and the contracts enforceable? Amoco has relied heavily on the integration clauses and parol evidence rule to establish the grounds for summary judgment on Count I. Integration clauses are generally held to be valid and effective, White & Summers, § 2-12, at 122, especially when two commercial parties are involved, Ray Martin Painting, Inc. v. Ameron, Inc., 638 F.Supp. 768, 774 (D.Kan.1986). Plaintiffs have nevertheless attacked the integration clauses and the contracts themselves on a couple of grounds. First, plaintiffs claim they never read the integration clauses before signing the contracts. (Doc. 163, pp. 8-9, 31.) In their affidavits, plaintiffs maintain that DSAs and other documents were routinely presented to them for their signatures without any explanation of the “fine print,” including the integration clauses. {See, e.g., Wayman’s Affidavit, ¶5.) This claim is contradicted by the evidence. In sworn depositions, a number of the plaintiffs testified that they read and/or had their lawyers read their original DSAs before signing them. (Conner’s Depo., p. 116; Botkin’s Depo., pp. 92-93; J. McKown’s Depo., pp. 47-48; Howell’s Depo., pp. 232-33.) Moreover, even if plaintiffs did not read or understand the integration clauses, “[i]t is a well-established rule of law that contracting parties have a duty to learn the contents of a written contract before signing it, and such duty includes reading the contract and obtaining an explanation of its terms.” Albers v. Nelson, 248 Kan. 575, 578-79, 809 P.2d 1194 (1991); see also Flight Concepts Ltd. Partnership v. Boeing Co., 38 F.3d 1152, 1157 (10th Cir.1994) (“It was Mr. O’Quinn’s duty to read and understand the provisions of the Licensing Agreement. A party cannot void a contract by claiming to be ignorant of its contents.”) (citing Albers). The law does not reward a commercial party for not having enough sense to read and understand a contract in its entirety before signing it. Second, plaintiffs claim that the contracts in which the integration clauses are found are contracts of adhesion and, to the extent they allow Amoco to act in bad faith, are unconscionable. (Doc. 163, p. 91.) Both the doctrine of unconscionability and the doctrine of adhesion contracts are concerned with unfairness and one-sidedness in a contract as a result of unequal bargaining power. An adhesion contract is a “[s]tandardized contract form offered to consumers of goods and services on essentially ‘take it or leave it’ basis without affording consumer realistic opportunity to bargain and under such conditions that consumer cannot obtain desired product or services except by acquiescing in form contract.” Anderson v. Union Pacific R.R. Co., 14 Kan.App.2d 342, 346, 790 P.2d 438 (1990) (quoting Black’s Law Dictionary 38 (5th ed. 1979)). The Amoco dealers in Abbott asserted that the DSAs were contracts of adhesion because they had no say in any of the terms of the agreement and they were required to accept Amoco’s terms if they wanted to become franchisees. 249 Ill.App.3d at 780, 189 Ill.Dec. at 93, 619 N.E.2d at 794. The Illinois appellate court, however, found that “even if the DSA’s are adhesion contracts, it does not follow that they are unenforceable.” Id. The court simply construed the contract against “the more powerful party.” Id. at 781, 189 Ill.Dec. at 94, 619 N.E.2d at 795. The court acknowledged that “some contracts may be so one-sided as to be utterly unenforceable,” but concluded that the dealers had not sufficiently alleged how the DSAs were so “one-sided” or how Amoco had taken “unfair advantage” of them. Id. With respect to plaintiffs’ uncon-scionability argument, UCC § 2-302 provides: If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result. K.S.A. § 84-2-302. The basic test is whether, in the light of the general commercial background and the commercial needs of the particular trade or case, the clauses involved are so one-sided as to be unconscionable under the circumstances existing at the time of the making of the contract_ The principle is one of the prevention of oppression and unfair surprise ... and not of disturbance of allocation of risks because of superior bargaining power.... Comment to K.S.A. § 84-3-202. “[UJnless the provision in question is, under the circumstances, so outrageous and unfair in its wording or its application that its shocks the conscience or offends the sensibilities of the court, or is against public policy, it must be enforced.” Adams v. John Deere Co., 13 Kan.App.2d 489, 492, 774 P.2d 355 (1989). There are “a number of factors or elements” to consider, including: (1) The use of printed form or boilerplate contracts drawn skillfully by the party in . the strongest economic position, which establish industry wide standards offered on a take it or leave it basis to the party in a weaker economic position; (2) a significant cost-price disparity or excessive price; (3) a denial of basic rights and remedies to a buyer of consumer goods; (4) the inclusion of penalty clauses; (5) the circumstances surrounding the execution of the contract, including its commercial setting, its purpose and actual effect; (6) the hiding of clauses which are disadvantageous to one party in a mass of fine print trivia or in places which are inconspicuous to the party signing the contract; (7) phrasing clauses in language that is incomprehensible to a layman or that divert his attention from the problems raised by them or the rights given up through them; (8) an overall imbalance in the obligations and rights imposed by the bargain; (9) exploitation of the underprivileged, unsophisticated, uneducated and the illiterate; and (10) inequality of bargaining or economic power. Wille v. Southwestern Bell Tel. Co., 219 Kan. 755, 758-59, 549 P.2d 903 (1976) (citations omitted). In this case, there is evidence that the DSAs and other contracts between the parties have some of the attributes of adhesion contracts. Amoco territory managers presented the contracts to plaintiffs as standardized, pre-printed forms that each plaintiff had to sign, and, from a negotiating standpoint, Amoco clearly had greater bargaining power than plaintiffs. Nevertheless, the court does not find that the contracts are so “one-sided” or unfair as to render either the integration clauses or the contracts themselves unenforceable. Even construing the standardized contracts strictly against Amoco and in the light most favorable to plaintiffs, there is nothing that could reasonably be considered shockingly unfair or offensive about the wording of the contracts or the inclusion of the integration clauses therein. Standardized contracts with integration clauses have been a common part of plaintiffs’ and Amoco’s franchise relationship. See Adams, 13 Kan.App.2d at 497, 774 P.2d 355 (holding that “no-lost-profits clause” in parties’ agreement was not unconscionable as a matter of law in part because similar clause had been in the agreement between the parties for years). In addition, this case does not involve the stark inequality that typifies cases in which clauses are deemed unconscionable. Plaintiffs are not unsophisticated and unsuspecting consumers; they are experienced businessmen, some of whom were aided by legal counsel. Some appear to be quite successful. This simply is not one of those cases that smacks of such gross unfairness that a contract or portion thereof must be declared unenforceable. 6. Is Amoco estopped from relying on the integration clauses, parol evidence rule, and/or statute of frauds in the present case? Finally, having thoroughly reviewed the plaintiffs’ contentions with respect to Count I, the court feels compelled to sua sponte consider one more possible argument against summary judgment: equitable estoppel. There are a number of recognized doctrines under which a party is estopped from relying on integration clauses, the parol evidence rule, or the statute of frauds to preclude evidence of an additional term or agreement. One of these doctrines is expressed in UCC § 2-209(8)(b): “A contract which does not satisfy the requirements of subsection (1) [the statute of frauds] but which is valid in other respects is enforceable ... if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made.” Others are among the “general principles of law” which “supplement” the UCC’s provisions. K.S.A. § 84-1-103 (referring specifically to “estoppel”). In this case, Amoco has not admitted that it entered into the alleged DFC/DBP offset agreement with plaintiffs. However, it has affirmatively stated in its pleadings in another action involving the DFC program that it is giving its dealers a DBP offset. When Amoco first instituted its DFC program, a potential conflict arose in the State of Maryland where the state legislature had proposed bills prohibiting fees on dealers for credit card sales. On July 2, 1982, Amoco filed an action in the United States District Court in Maryland seeking declaratory relief and an injunction with respect to this proposed legislation. (Doc. 164, Ex. 8, Amoco Oil Co. v. Hughes.) Amoco contended that the legislation was preempted by a federal law specifically authorizing discounts aimed at inducing payment by cash. Amoco made a number of representations concerning how the DFC program worked. Most notably, Amoco stated: Amoco’s Discount for Cash Program achieves an “unbundling” of the price of gasoline and credit and consequent lowering of the price of gasoline to the dealer. Under the program, Amoco charges the Amoco dealer a credit card processing fee of 4% on each credit card transaction, re-fleeting the cost to Amoco of extending credit and administering the credit card program. Simultaneously, Amoco lowers the dealer buyer price of gasoline by an amount reflecting the revenues derived from the credit card processing fee. In effect, Amoco takes the cost of the credit card system out of the price of its gasoline. (Doc. 164, Ex. 8, Memorandum in Support of Motion for TRO, p. 4.) This statement appears to support plaintiffs’ allegation that Amoco promised to give them a DBP offset in exchange for their participation in the DFC program and paying a fee on each credit card transaction. In the court’s view, it is arguable that Amoco’s representation in the Maryland case estops it from relying on the integration clauses, the parol evidence rule, or the statute of frauds to preclude evidence of the alleged DFC/DBP offset agreement in the present ease. Amoco cannot tell one court that it lowers its DBP in connection with the DFC program, and then argue in another court that any evidence that it ever promised to lower the DBP in connection with the DFC program is inadmissible. The parties will be permitted to brief this discrete issue in the manner ordered, infra. II. COUNT II: Misrepresentation — Discount for Cash Program In Count II of their Amended Complaint, plaintiffs allege that (1) Amoco advised plaintiffs that if plaintiffs would accept and utilize a discount for cash pricing strategy to attract cash customers, Amoco would reduce its price of motor fuel to plaintiffs by 2.8$ per gallon, later changed to 2.1<t per gallon when the credit card fee was reduced from 4% to 3%; (2) Plaintiffs relied upon these representations when investing in their businesses; making changes in their gasoline and other marketing practices; and when accepting Amoco’s various marketing programs and agreements; (3) Through price manipulations and its pricing strategy, Amoco’s promised discount was knowingly illusory, and/or Amoco did not actually pass on the discount to plaintiffs, and Amoco’s representations were false; and (4) Amoco has consistently and repeatedly sold motor fuel to plaintiffs contrary to Amoco’s representations regarding the discount. (Doc.75, ¶¶39-42.) The gist of plaintiffs’ misrepresentation or fraud claim is that Amoco promised to give a DFC/DBP offset but did not. It is essentially a “fraudulent promise of future events” claim, the elements of which are as follows: (1) a promise which the prom-isor never intends to keep and makes with intent to deceive and induce the promisee to act upon the promise; (2) reasonable and detrimental reliance on the promise by the promisee; and (3) ultimate failure to perform by the promisor. Anderson v. Heartland Oil & Gas, Inc., 249 Kan. 458, 469, 819 P.2d 1192 (1991) (citing PIK Civ.2d 14.41). To recover, a plaintiff must prove each of these elements. Amoco contends that it is entitled to summary judgment on Count II because, inter alia, plaintiffs cannot establish that their alleged reliance on defendant’s alleged misrepresentations was either reasonable or detrimental. First, Amoco argues that reliance on an alleged oral misrepresentation is unreasonable as a matter of law where the parties’ ■written contract contains an integration clause disavowing any reliance on promises outside the contract. (Doc. 126 at 33-35.) Amoco relies heavily on Flight Concepts Ltd. Partnership v. Boeing Co., 819 F.Supp. 1535 (D.Kan.1993), aff'd, 38 F.3d 1152 (10th Cir.1994). In Flight Concepts, the parties entered into a written license agreement pertaining to the development of an airplane. The agreement could be terminated at any time by Boeing. After Boeing terminated the agreement, Flight Concepts sued contending, inter alia, that it signed the agreement based upon Boeing’s alleged representation that it would spend large amounts of money to develop one airplane. The district court granted summary judgment to Boeing on two grounds: (1) the alleged representations were not in the written agreement and reliance upon them was foreclosed by the integration and disclaimer clauses of the agreement and (2) it was unreasonable for Flight Concepts to rely upon representations about future events when it signed a contract terminable at will by Boeing (819 F.Supp. at 1549-50). The Tenth Circuit affirmed, citing ground (2): “The Licensing Agreement released [Boeing] from any obligation to produce aircraft. The fact that the written contract conflicts directly with any oral promises [Boeing] employees made concurrently erases any effect of those oral promises from the Agreement.” 38 F.3d at 1157. Plaintiffs counter with Inter-Americas Ins. Corp., Inc. v. Xycor Systems, Inc., 757 F.Supp. 1213 (D.Kan.1991), where Judge Crow refused to grant summary judgment to defendant, even though plaintiffs fraud claim was “not a model pleading.” He also observed that “most of defendants’ motion is riddled with genuine issues of material fact.” He rejected defendants’ integration clause argument, citing the “... well-recognized exception to the parol evidence rule which permits the use of evidence of fraudulent representations made during the course of negotiations where a contract is procured or induced by the fraudulent representation of one of the parties which were relied upon by the other.” (Id. at 1222.) The case is not helpful to plaintiffs. The evidence, viewed most favorably to plaintiffs, is that the alleged representations regarding a discount did not occur as part of any “negotiations” over the terms of the DSAs. Indeed, plaintiffs allege in paragraph 34 of their amended complaint that the contracts “... are not negotiated and are and were offered to plaintiffs on a non-negotiable take-it-or-leave-it basis.” Plaintiffs have not retreated from this allegation in their lengthy response to Amoeo’s motion. (Doc. 163.) Since one does not negotiate an “adhesion” contract, it makes no difference whether, at the time a particular plaintiff signed its DSA, Amoco had failed in the past to give the promised discount or whether Amoco reneged on a promised future discount. Simply put, plaintiffs cannot, on one hand, claim reasonable reliance upon Amoeo’s alleged fraudulent “discount” representations while, on the other hand, claiming that they had no choice in whether to sign the agreements as written which contain no mention of a DFC/ DBP offset but do contain integration clauses. Second, according to Amoco, plaintiffs’ deposition testimony belies any assertion that their alleged reliance on defendant’s alleged misrepresentations was detrimental. Amoco directs the court to portions of plaintiffs’ testimony in which plaintiffs admit that, if they wished to remain Amoco dealers, they had no choice but to accept the DFC program irrespective of any representations made by Amoco. (Docs. 192-93: See, e.g., Wayman Depo. II, pp. 45-47; Stanislaus Depo. II, p. 43; Smith Depo. II, pp. 41-42; Roat Depo. II, p. 52; Rhodes Depo., pp. 264-65; J. MeKown Depo. II, p. 60; McClernon Depo. II, pp. 47-48.) Amoco argues that, having made these admissions, plaintiffs cannot establish that their alleged reliance was in fact detrimental — that is, that they would have (or could have) done something different had Amoco not allegedly misrepresented its DFC program. As support, Amoco cites Remus v. Amoco Oil Co., 794 F.2d 1238 (7th Cir.1986), which involved a misrepresentation claim virtually identical to the claim set forth in the present case. In Remus, a Wisconsin Amoco dealer alleged that Amoco had misrepresented the terms of its DFC program by promising that each dealer would receive a “financially meaningful ‘discount’ from the wholesale price” at which the dealer purchased gasoline from Amoco. The trial court granted Amoco summary judgment and the Seventh Circuit affirmed, stating: [Remus’s] claim that Amoco used misrepresentations to get him to go along with the discount for cash program would be important only if we accepted Amoco’s argument that Remus had a choice; we don’t, so it isn’t.... Remus had no real choice. As long as some Amoco dealers passed on Amoco’s wholesale price reduction to consumers in order to get more cash customers, competition would force the others to follow suit unless they wanted to lose their cash customers- Remus therefore had no alternative (at least if he wanted to remain an Amoco dealer). Id. at 1241-42,1239. Here, plaintiffs, like the dealers in Remus, had no choice but to go along with Amoco’s DFC program, regardless whether Amoco promised a reduction in the DBP. Similarly, accepting plaintiffs’ allegations at face value and further accepting as true plaintiffs’ testimony that they had to sign the DSAs (“adhesion contracts,” according to the amended complaint) if they wanted to be Amoco dealers, plaintiffs cannot be said to have detrimentally relied on Amoco’s alleged representation that they would receive a DFC/DBP offset because, even if such a representation had been made, plaintiffs still would have effectively been forced to implement the DFC program and sign the contract. In other words, a causal connection between the alleged misrepresentation and the plaintiffs’ alleged damages — a connection that depends on evidence that, but for the misrepresentation, plaintiffs would not have taken the action they did — cannot be made. See Slaymaker v. Westgate State Bank, 241 Kan. 525, 532, 739 P.2d 444 (1987) (holding misrepresentation must at least be partial cause of plaintiffs injury). Hence, plaintiffs’ misrepresentation claim necessarily fails. III. COUNT III: Breach of Contract— UCC § 2-305(2) In Count III of their amended complaint, plaintiffs allege that Amoco did not set its DBP in “good faith” and “a commercially reasonable maimer” as required by UCC §§ 2-305(2) and 2-103(l)(b): A price to be fixe