capitalizing on opportunities

Lerch Early attorneys represent individuals and businesses on transactional and litigation matters involving the retail petroleum industry.

Among other things, we assist “downstream” marketers, station owners and operators on issues arising under the federal Petroleum Marketing Practices Act (“PMPA”), state franchise and distribution statutes (such as the Maryland Gasohol and Gasoline Products Marketing Act, the DC Retail Service Station Act and the Virginia Petroleum Products  Franchise Act), federal and state statutes involving pricing (including Section 2-305 of the Uniform Commercial Code and the Robinson-Patman Act), and other federal, state and local statutes and regulations impacting the retail motor fuel industry.

In the transactional area, our attorneys have assisted dealers and marketers in connection with their acquisition, sale, financing, and leasing of station properties and businesses whether from major oil companies, regional distributors, or other station dealers.  For our distributor clients, we have assisted in numerous acquisitions of single and multi-site portfolios of station properties and supply arrangements and in the leasing and development of station sites into non-petroleum uses.  For our dealer clients, our attorneys also review, provide advice, and negotiate changes to motor fuel supply agreements, convenience store franchise agreements, and real property leases prior to initial entry, during their term or upon renewal.

Through negotiation and our in-depth understanding of the industry, we help our clients avoid costly and expensive litigation when possible. When litigation is unavoidable, we aggressively pursue and defend claims in state and federal courts.  We have litigated cases involving retail petroleum marketing franchises in federal and states courts throughout the Mid-Atlantic United States, including in Maryland, the District of Columbia, Virginia, Pennsylvania, and New Jersey.  The types of issues in cases we have litigated include franchise terminations and nonrenewals, unfair or discriminatory pricing claims, contractual and statutory rights of first refusal and bona fide offers, restrictive deed covenants, and just compensation related to governmental takings of station properties.

Success Stories

Adventist HealthCare

Challenge

The senior living subsidiary of Adventist HealthCare a number of its subsidiaries decided to sell six skilled nursing facilities. The sale to Genesis HealthCare involved multiple owners and jurisdictions.

Strategy

Adventist HealthCare owned five of the facilities and one was jointly owned by Frederick Memorial Hospital. Four of the facilities were located in Montgomery County, and the remaining two were located in Prince George’s County and Frederick County. The multi-million dollar transaction, which took the better part of a year to complete, involved the sale and lease of real estate, the sale of the ongoing business operations of the nursing facilities, defeasance of bond financing, and various ancillary issues. Lerch Early attorneys worked closely with in-house counsel and a number of other representatives of Adventist HealthCare to negotiate the sales contracts, satisfy due diligence requirements, and successfully complete the transfer.

Result

Adventist HealthCare now is able to focus care for the community’s senior population through its various programs, partnerships and entities.

Howard University

Challenge

Lerch Early serves as primary outside real estate counsel to Howard University.  For the past several years, the now 150 year old University has been leveraging certain of its Washington, DC real estate assets to improve the campus environment and the experience of its most valuable assets – the students, faculty and staff of the University.

Strategy

In 2016-2017, Lerch Early attorneys worked with the University’s internal legal and finance teams and its outside real estate advisor, Alvarez and Marsal, to structure a unique arrangement among  Howard Dormitory Holdings 1, LLC, a wholly-owned and title-holding company of Howard University, and Howard University (collectively, the “University Parties”) and Corvias Campus Living, LLC (“Corvias”).  Lerch Early represented the University Parties in drafting and negotiating the concessionaire, project management and residential life agreements, entity formation agreements, construction contracts, financing documents, and other operative  agreements in connection with the transaction, as well as assisting the University Parties in addressing and resolving numerous legal and business issues associated with the transaction.

Result

The innovative 40-year partnership among the University Parties and Corvias raised $144 million, a portion of which will fund the renovation and modernization of the Howard Towers, will provide for the ongoing management of the Howard Towers and two additional residence halls, and will create, for the long-term, a sizable reserve fund for future capital expenses.

Insights

Happy Holidays 2024

As we approach our 75th Anniversary in 2025, we are grateful for the support of all of our clients and friends who helped us get here. Happy holidays and best …

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