West Virginia Supreme Court

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

June 6, 1978161 W. Va. 603

Summary

The court held that the complaint sufficiently stated claims based on alleged subsequent modifications to the parties’ written agreement and on the alleged unconscionability of its unilateral termination provision. Because the complaint had to be liberally construed and the alleged facts could support relief under a legal theory, dismissal under Rule 12(b)(6) was improper. The court reversed and remanded for further proceedings, including an opportunity to present evidence concerning unconscionability.

Holding

  • Alleged subsequent modification or replacement of the written agreement. A complaint alleging that a written contract was modified or superseded by subsequent oral and written agreements states a claim sufficient to withstand a Rule 12(b)(6) motion when it is not beyond doubt that the plaintiff could prove no set of facts entitling it to relief.
  • Alleged unconscionability of the unilateral termination provision. A complaint alleging that a termination provision is so one-sided as to be unconscionable states a claim requiring factual development when the pleadings do not establish beyond doubt that the plaintiff can prove no facts entitling it to relief.

Docket 13731

Cited authorities

  • Rule 12(b)(6) of the W. Va. Rules of Civil Procedure
  • Rule 12(b)(6)
  • Rule 12(b)(6) of the West Virginia Rules of Civil Procedure
  • Rule 12(b)(6) of the West Virginia Rules of Civil Procedure
  • Rule 12(b)(6)
  • Rule 8(a)
  • Rule 12(b)(6)
  • Rule 12(b)(6)

Cited by

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