Opinion

1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 SOUTHERN DISTRICT OF CALIFORNIA 10 11 MARATHON PETROLEUM Case No.: 24cv1560 BJC- VET COMPANY LP, et al., 12 ORDER GRANTING PLAINTIFFS’ Plaintiffs, 13 MOTION TO AMEND COMPLAINT v. [ECF NO. 57] 14 CMB PETROLEUM INC., a California 15 corporation; AMACA PROPERTIES 16 LLC, a California limited liability company; DOES 1-10, inclusive., 17 Defendants. 18 19 AMACA PROPERTIES LLC, 20 Cross-Claimant, 21 v. 22 CMB PETROLEUM INC., et al, 23 24 Cross-Respondents. 25 26 Pending before the Court is Plaintiffs’ Marathon Petroleum (“Marathon”) and 27 Treasure Franchise Company (“Treasure”) Motion to Amend Complaint. ECF No. 57. 28 Defendants CMB Petroleum (“CMB”) and Defendant/Cross-claimant Amaca Properties, 1 LLC (“Amaca”) have opposed the Motion. ECF Nos. 61, 63. Plaintiffs filed a Reply. ECF 2 No. 67. For the reasons set forth below, the Court GRANTS the Motion. 3 I. FACTUAL AND PROCEDURAL BACKGROUND1 4 The basis of this action is a dispute arising from two franchise agreements 5 concerning a gas station and convenience store located at 4498 Clairemont Mesa 6 Boulevard, San Diego, California (“Property”). Defendant and Cross-Complainant Amaca 7 is the owner of the Property. Plaintiffs Marathon Petroleum and Defendant CMB Petroleum 8 are parties to the two contracts at issue: (1) the ampm Mini Market Agreement (“Store 9 Agreement”); and (2) the Contract Dealer Gasoline Agreement for the ARCO brand 10 (“Gasoline Agreement”). The Gasoline Agreement contains a restrictive covenant dictating 11 that the services offered at the Property must operate under a brand offered by Marathon 12 (such as ampm and ARCO) until approximately August 1, 2033, if the Property is to 13 continue to serve as a convenience store or gasoline service station. 14 According to the Complaint, CMB de-branded the ARCO-branded gas station and 15 ampm-branded convenience store less than a year after entering into its lease. CMB re- 16 branded the Property under the brand “Gas For Less” and allegedly has refused to adhere 17 to the applicable restrictive covenants. 18 On September 3, 2024, Plaintiffs filed the original Complaint against Defendants 19 asserting three claims: (1) specific performance, (2) breach of contract, and (3) declaratory 20 judgment. ECF No. 1. On September 6, 2026, Plaintiffs filed a Motion for Temporary 21 Restraining Order (“TRO”). ECF No. 5. On September 23, 2024, the Court denied 22 Plaintiffs’ Motion for TRO. ECF No. 19. 23 On September 5, 2025, Plaintiffs filed a Motion for Partial Summary Judgment 24 against CMB and the present Motion to Amend/Correct the Complaint. ECF Nos. 56, 57. 25 On the same day, Amaca filed a Motion for Summary Judgment against Plaintiffs. ECF 26 No. 58. 27 28 1 On September 26, 2025, Plaintiffs filed an Opposition to Amaca’s Motion for 2 Summary Judgment (ECF No. 59), CMB filed an Opposition to Plaintiffs Motion to Amend 3 (ECF No. 61), and Amaca filed an Opposition to Plaintiffs’ Motions for Partial Summary 4 Judgment and Motion to Amend (ECF Nos. 62, 63). Plaintiffs filed Replies. ECF Nos. 67, 5 68. 6 II. LEGAL STANDARD 7 A party may amend its pleading under Federal Rule of Civil Procedure 15(a) which 8 provides that leave of court “shall be freely given when justice so requires.” Fed.R.Civ.P. 9 § 15(a). “This policy is ‘to be applied with extreme liberality.’” Eminence Capital, LLC V. 10 Aspeon, Inc., 316 F.3d 1048, 1051 (9th Cir. 2003)(citing Owens v. Kaiser Found. Health 11 Plan, Inc., 244 F.3d 708, 712 (9th Cir.2001). The Court considers four factors, referred to 12 as the “Foman factors” when determining whether to grant or deny a motion for leave to 13 amend. DCD Programs, Ltd. v. Leighton, 833 F.2d 183, 186 (9th Cir. 1987); Foman v. 14 Davis, 371 U.S. 178, 182 (1962). These factors are: bad faith, undue delay, prejudice to the 15 opposing party, and futility of amendment. Id. “[I]t is the consideration of prejudice to the 16 opposing party that carries the greatest weight.” Eminence Capital, LLC V. Aspeon, Inc., 17 316 F.3d at 1052 (9th Cir. 2003). The party opposing amendment “bears the burden of 18 showing prejudice.” DCD Programs, Ltd., 833 F.2d at 186-187. “Absent prejudice, or a 19 strong showing of any of the remaining Foman factors, there exists a presumption under 20 Rule 15(a) in favor of granting leave to amend.” Eminence Capital, LLC, 316 F.3d at 1052. 21 A party must show more than delay for a court to deny the motion to amend. Loehr 22 v. Ventura Cnty. Cmty. Coll. Dist., 734 F.2d 1310, 1319-20 (9th Cir. 1984). A proposed 23 amendment is futile if it is “either duplicative of existing claims or patently frivolous, or 24 both.” Bonin v. Calderon, 59 F.3d 815, 846 (9th Cir. 1995). 25 III. DISCUSSION 26 Plaintiffs seek leave to file a First Amended Complaint for the purposes of adding a 27 cause of action titled “Injunctive Relief” to enforce restrictions of the grant deed and to 28 clarify that Plaintiffs are seeking injunctive relief in its prayer for relief. Mot. at 2, ECF 1 No. 57-1. Plaintiffs also claim that they are asking “to amend its express warranty claim” 2 stating that “Plaintiffs are simply seeking to amend their claim because discovery shows 3 that the facility is now in violation of restrictive covenants.” Id. at 5. 4 Defendant Amaca argues that Plaintiffs’ Motion should be denied because it is 5 untimely and prejudicial. ECF No. 63 at 3. In addition, Defendant contends that “the 6 Motion must be denied given that it seeks to amend its Complaint with the addition of a 7 ‘claim’ for injunctive relief which is not a cause of action as a matter of law.” Id. at 4. 8 Defendant CMB Petroleum contends the Motion should be denied because there is no such 9 thing as a “cause of action for an injunction under California law.” ECF No. 61 at 3. 10 Instead, “an injunction is merely a remedy for a proven cause of action.” Id. In addition, 11 CMB Petroleum argues that the proposed amendment would be futile, and the amendment 12 would be subject to a motion to dismiss for failure to state a cause of action. Id. at 4. 13 To determine whether leave to amend should be granted, the Court looks to the 14 language of the proposed cause of action. The claim asserts that the Grant Deed recorded 15 with the County of San Diego gave Defendants notice of the restrictions yet “CMB 16 Petroleum began operating convenience food stores or motor fuel facilities other than those 17 by Agreement with Plaintiffs” and “Defendant's violation of the restrictions, unless and 18 until enjoined and restrained by order of this court, will cause grave and irreparable injury 19 to Plaintiffs.” Proposed FAC, ECF No. 57-2, ¶¶ 55-57. Plaintiffs claim there is no 20 “adequate remedy at law for the defendant's violation of the restrictions,” and therefore 21 injunctive relief is warranted. Id. ¶ 58. 22 Balancing the Foman factors, the Court finds that leave to amend should be granted. 23 Defendants Amaca and CMB Petroleum have not met their burden to show they would be 24 prejudiced if Plaintiffs are allowed to introduce the new claim. While Defendant Amaca 25 contends it would be “prejudicially foreclosed” from challenging the amended complaint 26 via summary judgment because it was filed on the “last day to bring a motion in this case” 27 this argument does not have merit. If Plaintiffs are allowed to amend, the amended 28 1 complaint will become the operative pleading, and Defendants will have an opportunity to 2 file motions as they deem appropriate. This does not demonstrate prejudice. 3 In addition, Defendants Amaca and CMB contend that amendment would be futile 4 because “injunctive relief is a remedy, not a standalone claim.” It is true that there is no 5 stand-alone cause of action under California law for injunctive relief. See Marlin v. Aimco 6 Venezia, LLC, 154 Cal.App.4th 154, 162 (Cal.Ct.App.2007). However, Plaintiffs claim that 7 the title “Injunctive Relief” is a “procedural misnomer” and argue that the substance of the 8 claim should supersede any arguments about the title. The Court agrees. Although 9 Plaintiffs title the proposed fourth cause of action “Injunctive Relief,” the substance of the 10 proposed claim indicates that Plaintiffs seek to assert a cause of action under California 11 law to enforce personal covenants via injunctive relief. Plaintiffs argue that the proposed 12 claim only seeks to add additional support for their argument that a claim for injunctive 13 relief is actionable because California law provides that “equity will enforce a personal 14 covenant concerning land as if the covenant is one that clearly runs with the land” citing 15 Moe v. Gier, 116 Cal.App. 403, (Cal. App. 1st Dist. 1931) and Heimburge v. State Guar. 16 Corp., 116 Cal.App. 380, 386 (Cal. App. 4th Dist. 1931). While the substance of the claim 17 may ultimately be deemed duplicative of existing claims, Defendants have not shown that 18 they will be prejudiced by its inclusion in an amended complaint. 19 Additionally, the Court finds no bad faith or undue delay in Plaintiffs’ request to 20 amend. Plaintiffs did not unduly delay filing the Motion because it was timely filed before 21 the conclusion of the motion practice deadline, as Defendant Amaca acknowledges. And 22 as noted above, Defendants are not foreclosed from challenging the amended complaint. 23 Moreover, there is no evidence that Plaintiffs seek to amend simply to “keep the case alive” 24 against Defendant Amaca. Accordingly, the Court finds no bad faith or undue delay in 25 Plaintiffs’ filing of the Motion. 26 Applying the policy to freely allow amendment, the Court finds that the Foman 27 factors weigh in Plaintiffs’ favor. Eminence Capital, LLC, 316 F.3d at 1051. 28 // 1 IV. CONCLUSION AND ORDER 2 For the foregoing reasons, Plaintiffs’ Motion to Amend is GRANTED. Plaintiffs are 3 || directed to file the proposed Amended Complaint no later than August 24, 2026. 4 IT IS SO ORDERED. > || Dated: August 14, 2026 6 8 9 Honorable Benjamin J. Cheeks United States District Judge 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28