                           NOT FOR PUBLICATION

                    UNITED STATES COURT OF APPEALS                            FILED
                            FOR THE NINTH CIRCUIT                              JUN 18 2014

                                                                          MOLLY C. DWYER, CLERK
                                                                            U.S. COURT OF APPEALS

HATEM M SHALABI; PYRAMID                         No. 12-36029
GOLD, INC.,
                                                 D.C. No. 2:11-cv-00505-BHS
              Plaintiffs - Appellants,

  v.                                             MEMORANDUM*

ATLANTIC RICHFIELD COMPANY;
BP CORPORATION NORTH
AMERICA, INC., individually and as
successor-in interest to Atlantic Richfield
Company; BP PRODUCTS NORTH
AMERICA, INC., individually and as
successor-in-interest to Atlantic Richfield
Company; BP WEST COAST
PRODUCTS, LLC, a Delaware limited
liability company,

              Defendants - Appellees.


                   Appeal from the United States District Court
                     for the Western District of Washington
                   Benjamin H. Settle, District Judge, Presiding

                        Argued and Submitted June 3, 2014
                               Seattle, Washington



        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
Before: GOODWIN, McKEOWN, and WATFORD, Circuit Judges.

      Appellant Hatem Shalabi appeals the district court’s grant of summary

judgment in favor of BP West Coast Products, LLC (“BP”). We have jurisdiction

under 28 U.S.C. § 1291, and we affirm.

      Shalabi’s common law fraud and negligent misrepresentation claims fail

because Shalabi cannot show that he justifiably relied on BP’s statements that the

gas station property contained “no contamination.” Shalabi received multiple

copies of an environmental report clearly stating that some contamination existed

on the property. As the district court observed, Shalabi also signed multiple

documents that likewise undercut his justifiable reliance argument, including the

Second Amendment to the real estate sales agreement (“RESA”) which provided,

“The parties agree and acknowledge that the results contained in the

Environmental Report do not disclose the presence on the Real Estate of any Pre-

Closing Contamination requiring corrective action pursuant to Agency directive.”

Moreover, Section 13 of the RESA provided that Shalabi was “buying the Real

Estate solely in reliance on [his] own investigation.” Thus, even if Shalabi relied

on the literal interpretation of BP’s statements—and believed the property was

devoid of all contaminants—such reliance would be unreasonable under the

circumstances. See Skagit State Bank v. Rasmussen, 745 P.2d 37, 39 (Wash. 1987)


                                          2
(“[A] party whose rights rest upon a written instrument which is plain and

unambiguous . . . cannot claim to have been misled concerning its contents.”).

      We also affirm the district court’s grant of summary judgment on Shalabi’s

fraud claims brought under Washington’s Gasoline Dealer Bill of Rights Act

(“GDBRA”). See Doran v. 7–Eleven, Inc., 524 F.3d 1034, 1039 n.3 (9th Cir.

2008) (summary judgment may be affirmed on any ground supported by the

record). Like Shalabi’s common law claims, justifiable reliance is an element of

fraud alleged under the GDBRA. See Kirkham v. Smith, 106 Wash. App. 177, 183

(2001) (justifiable reliance is an element of fraud claims brought under

Washington’s Franchise Investment Protection Act (“FIPA”)); Wash. Rev. Code

Ann. § 19.120.902 (describing the legislature’s intent that the GDBRA be

interpreted consistent with FIPA). Shalabi’s GDBRA claims, therefore, fail as a

matter of law because, as discussed above, Shalabi cannot show that he reasonably

relied on BP’s alleged misrepresentations.

      AFFIRMED.




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