John W. Lodge Distributing Co., Inc. v. Texaco, Inc.

Summary

The Supreme Court of Appeals of West Virginia reversed a Rule 12(b)(6) dismissal of a petroleum distributor's challenge to Texaco's five-day-notice termination of a consignment agreement. Applying the standard that dismissal is proper only where it appears beyond doubt that the plaintiff can prove no set of facts entitling relief, the court held that allegations that the unambiguous written agreement was modified by subsequent oral and written agreements stated a claim. It further held that the allegation that the termination provision was unconscionable and one-sided could not be resolved on the pleadings but required evidence on the commercial setting, bargaining-power disparity, and the provision's purpose and effect. The dismissal was reversed and the case remanded for further proceedings.