Yes, the gas station owners can sue for their lost sales. The old rule that you can't sue for future lost profits because it's 'just guessing' is outdated. In today's world, we have better ways to calculate those losses. The court explained that the owners can try to prove three kinds of lost profits: 1) money they lost from not selling the bad gas, 2) money they lost on snacks and drinks because fewer customers came into their mini-marts, and 3) future profits they will lose because their station now has a bad reputation. As long as they can provide reasonable evidence, they should have a chance to make their case in court.

I agree the station owners can sue for the profits they lost while they were stuck selling the bad gas. However, I disagree with the majority's decision about 'future' profits. The station owners didn't even ask for future profits in their lawsuit. The court shouldn't have made a new rule about something that wasn't part of the case; it's like answering a question nobody asked. We should wait for a case that is actually about future profits before deciding that issue.

Yes, the store owners have a right to try to get money for all the ways the bad gas hurt their business, as long as they can show the company knew this could happen. They can ask for money they lost from selling less gas, and also money they lost from selling less of other things because fewer people came to their store. They don't have to prove the exact amount, just give the jury a reasonable way to figure it out. The court is changing the rules to allow this kind of claim now because we have better ways to predict business losses these days. The case goes back to a lower court to keep going.

I agree with most of what the majority says, but I don't think the court should decide whether the store owners can get money for the harm to their reputation or future profits because they didn't actually ask for that in this case. The court shouldn't make rules about things that aren't part of the case in front of them.

Where a doubt exists as to whether a demurrer should be sustained, this doubt should be resolved in favor of overruling it.

But courts have also applied the rule positively, using it to justify damages because they were foreseeable or would ordinarily occur under the circumstances.

Some of the more perceptive modern courts have recognized that "[l] oss of goodwill... refers to a loss of future profits."

Thus, a party is not entitled to maintain an implied duty of good faith claim where the allegations of bad faith are "identical to" a claim for "relief under an established cause of action."

The Pennsylvania Supreme Court has noted that " `lost profits' are a type of consequential damage [.] "

In addition, under Pennsylvania law, consequential damages are frequently associated with damages in the form of lost profits.

Here, the portion of § 6.1 on which Defendant relies—the restriction on recovery for lost data, lost business, lost revenue or opportunity cost or damage to reputation or goodwill—appears to preclude only the recovery of consequential damages.[5] Contractual provisions limiting recovery for lost profits, lost business revenues, etc., are generally construed as limitations on …

To recover consequential damages, a litigant must prove that they were "reasonably foreseeable" to the parties at the time they entered into the contract.

In the first situation, "good will damages refer to profits lost on future sales rather than sales of defective goods themselves."

—letter asking the seller to enter an "order" pursuant to an earlier telephone conversation was a writing “in conﬁrmation

Yes, a buyer may recover consequential damages for lost profits and damage to good will resulting from a seller's breach of warranty, provided the damages were foreseeable and can be proven with a reasonable basis. The court recognizes three types of recoverable lost profits as consequential damages: (1) loss of primary profits from the sale of the defective good itself; (2) loss of secondary profits from the sale of other goods resulting from a decline in customers; and (3) loss of good will, meaning prospective profits lost due to reputational harm after the breach is cured. The court overrules prior Pennsylvania precedent that categorically barred recovery for good will damages as being too speculative, reasoning that modern economic and forecasting methods allow for such damages to be calculated with reasonable certainty. Because the franchisees alleged a drop in sales of both gasoline (primary product) and other mini-mart items (secondary products) and could not 'cover' by buying substitute goods, their complaint sufficiently states a claim for consequential damages under the UCC's foreseeability test. The court therefore reverses the dismissal of the breach of warranty claims.

I join the majority in holding that primary and secondary lost profits are recoverable, but dissent from its holding regarding good will damages. The plaintiffs in this case did not make a claim for good will damages, as their claim was limited to profits lost during the period the defective gasoline was supplied, not for future profits after the breach was cured. Therefore, the majority's extensive discussion and ruling on the recoverability of good will damages is dicta and jurisprudentially unsound. The court should not address such a significant issue until it is properly presented in a case where good will damages are actually at issue.

Yes. The plaintiffs have alleged sufficient facts to sustain a cause of action for the economic harm they suffered due to the nonconforming gasoline because the damages claimed are not merely good will damages and are not too speculative to deny recovery. Under the Uniform Commercial Code, the plaintiffs are entitled to seek general damages under § 2714(b), as well as consequential damages under § 2714(c), which may include lost primary profits, lost secondary profits, and good will damages. The plaintiffs could not cover by purchasing substitute goods, and thus, the only remedy available was to file suit. The court overrules previous Pennsylvania cases to the extent they prohibit a plaintiff from alleging a claim for damage to good will as a matter of law because modern business practices and economic forecasting techniques have made calculating prospective profits less speculative. However, to recover consequential damages, a plaintiff must prove that the damages were reasonably foreseeable to the parties at the time they entered into the contract. The case is remanded for proceedings consistent with this opinion.

I join the majority opinion insofar as it holds that loss of primary and secondary profits are recoverable consequential damages under the Uniform Commercial Code, and that the tort claims and claims for exemplary damages were properly dismissed. However, I dissent with respect to the majority's purported holding that good will damages are recoverable because the plaintiffs did not make a claim for such damages in this case. It is jurisprudentially unsound for the Court to raise and decide this issue where no claim for good will damages has been made.

AM/PM Franchise Assn. v. Atlantic Richfield Co.

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