## Facts

- Nogales Service Center (NSC) was formed to operate a truck-stop facility in Nogales, Arizona, primarily selling fuel to seasonal produce trucks.
- Atlantic Richfield Company (ARCO) sought a truck-stop presence in the area and financed NSC’s project with an initial $300,000 loan toward an estimated $508,000 development.
- NSC and ARCO entered a written 15-year products agreement under which ARCO would supply fuel at prices set and changeable by ARCO without notice.
- The facility began operations in 1970 but was built without a planned motel and restaurant, contributing to business difficulties; some construction funds were diverted to a failed investment.
- NSC alleged ARCO’s employee/representative promised (1) an additional $100,000 loan to complete motel/restaurant construction, (2) a one-cent-per-gallon fuel discount, and (3) pricing that would keep NSC “competitive.”
- ARCO advanced the additional $100,000 but did not provide the claimed discount or ensure NSC’s prices were competitive.
- After NSC defaulted, ARCO pursued foreclosure; NSC counterclaimed for breach of the alleged oral agreement.
- At the breach-of-contract jury trial, ARCO denied its representative had authority to bind ARCO to the alleged promises; the court instructed on actual and apparent authority but refused NSC’s requested instruction framed as “inherent” agency power.
- The jury returned a verdict for ARCO, and NSC appealed.

## Issues

1. Whether the trial court committed reversible error by refusing NSC’s requested jury instruction on “inherent” agency power and by giving instructions that limited agency authority to what ARCO actually or implicitly granted.
2. Whether evidentiary rulings, including admission of a disputed exhibit concerning the parties’ financial dealings, required reversal.
3. Whether NSC’s contract and equitable theories failed as a matter of law, including under the statute of frauds, promissory estoppel, and restitution/unjust enrichment, and whether any damages-related rulings were prejudicial.

## Decision

- The Arizona Court of Appeals affirmed the judgment on the defense verdict for ARCO.
- The trial court did not reversibly err in refusing NSC’s proposed “inherent agency power” instruction; the given instructions on actual and apparent authority were sufficient, and NSC did not properly preserve objections to the challenged instruction framework.
- The challenged evidentiary rulings, including admission of the disputed exhibit, did not constitute prejudicial error.
- The alleged long-term oral promises (discount/competitive pricing) were unenforceable under the statute of frauds because they were not performable within one year and were not adequately memorialized in writing.
- Promissory estoppel did not support reversal because NSC withdrew its requested jury instructions on that theory.
- Restitution was unavailable because ARCO did not receive an actual or legal benefit from the claimed motel/restaurant aspects of the project.
- Any alleged errors affecting damages were non-prejudicial because the jury found no liability.

## Legal Principles

- An appellate court generally will not reverse based on jury-instruction error unless the complaining party properly objects and preserves the issue under procedural rules.
- A requested instruction may be refused when it conflicts with properly given instructions or is not correctly tailored to the case.
- Agency liability may rest on actual authority or apparent authority; “inherent” agency power is conceptually distinct but does not warrant reversal where instruction error is unpreserved or improperly presented.
- An oral agreement that, by its terms and context, cannot be performed within one year is unenforceable absent a writing sufficient to satisfy the statute of frauds.
- Promissory estoppel claims may be waived or treated as invited error when a party withdraws its own requested instructions submitting that theory to the jury.
- Restitution/unjust enrichment requires a cognizable benefit to the defendant; without an actual or legal benefit, restitution is not available.
- Damages-related errors are harmless where the verdict resolves liability against the claimant.

## Conclusion

The court upheld a jury verdict for ARCO, concluding that NSC failed to secure reversible error on agency-instruction and evidentiary objections, that the asserted long-term oral pricing and discount promises were barred by the statute of frauds, and that NSC’s equitable theories were waived or unsupported by a showing of benefit to ARCO.


Nogales Serv. Ctr. v. Atl. Richfield Co., 126 Ariz. 133, 613 P.2d 293 (Ct. App. 1980)