STATE OF MINNESOTA

COUNTY OF HENNEPIN

AMY JOHNSON,on behalfofherself and all otherssimilarly situated,

Plaintiff,

vs.

BPAMERICA, INC., a Texascorporation, and CALHOUNBEACH ENTERPRISES, INC.d/b/a CALHOUN BEACHAUTOMOTIVE, individually andas representative of a defendantclass,

Defendants.

DISTRICT COURT

FOURTH JUDICIAL DISTRICT

Case Type: Other Civil (14)

Court File No. -------

Judge: _

CLASS ACTION COMPLAINTAND

JURYDEMAND

Plaintiff, on behalf of herself and other similarly situated individuals, by and

through her undersigned counsel, files this Class Action Complaint l and avers as

follows:

NATURE OF ACTION

I. This is a Class Action Complaint brought to obtain monetary and

equitable relief on behalf of a class of individuals who purchased car wash

certificates from BP America, Inc. ("BP") at any of its various retail locations in

the State of Minnesota, including Calhoun Beach Enterprises, Inc. BP car wash

I This action was originally filed in the United States District Court for theDistrict of Minnesota. Plaintiff initially alleged violations of federal andMinnesota law. Plaintiff has removed the federal cause of action from this lawsuitthereby eliminating the federal jurisdiction.

certificates are sold and issued by BP and its franchisees and include expiration

dates that are deceptive and illegal under Minnesota law. Plaintiff alleges

violation ofMinn. Stat. §§ 3250.53.

2. Defendant BP is a North American subsidiary of BP PIc.; it

operates automotive service retail outlets throughout the United States. At many

locations, BP offers self-serve automated car washes to its customers. Upon

information and belief, Defendant BP requires that BP car washes and service

stations (including Defendant Calhoun Beach Enterprises, Inc.) participate in a

marketing plan that includes, but is not limited to, the BP logo and brand colors

displayed throughout the station premises and BP marketing materials (including

car wash advertisements) are displayed on fuel pumps.

3. Defendant Calhoun Beach Enterprises, Inc. is a Minnesota

corporation and BP franchisee that uses BP's business model and trademarks and

offers self-serve automated car washes to its customers.

4. BP car wash facilities2 utilize numeric access codes to verify that a

customer has purchased a car wash service. When a customer purchases a car

wash, either at an electronic gasoline pump or from a clerk, the customer receives

a receipt with a car wash access code. The customer then drives his or her car to

the car wash entrance and inputs the access code into an electronic controller; the

customer receives the car wash service once the electronic controller verifies the

access code.

2 "BP car wash facilities" and "BP car wash" refer to self-serve automated carwashes operated by BP or Calhoun Beach Automotive.

2

5. The access code printed on the customer's receipt is valid for only

a very short period of time that is typically several days long. The expiration date

of the access code is printed on the receipt. The receipt and access code constitute

a gift certificate under Minnesota law because it is a tangible record evidencing a

promise, made for consideration, by the issuer of the record that services will be

provided to the receipt's owner.

6. Upon information and belief, Defendant BP and Defendant

Calhoun Beach Automotive sell and issue gift certificates with illegal expiration

dates knowing that many consumers will not use the gift certificate prior to its

expiration date, and most consumers will not know to take action to enforce the

transaction. Defendants collect a monetary windfall from the sale of gift

certificates that are not redeemed before expiration, which is precisely the type of

harmful business conduct that the Minnesota Legislature intended to prohibit.

7. Minnesota Statutes section 325G.53 prohibits the sale and issuance

of gift certificates with an expiration date of any kind.

8. The chief author of the law, Representative Joe Atkins has recently

stated in a February 22, 2012 Pioneer Press article, "Yes, a carwash receipt like

the one described in your article falls under (Minnesota Statutes Section)

325G.53. Notably, this is not just my conclusion, but the conclusion of

nonpartisan House research staff as well."

9. This action challenges the legality of BP's car wash access code

expiration policy in light of Minnesota law. Plaintiff seeks damages and equitable

relief on behalf of herself and the Class, including but not limited to

3

compensatory and punitive damages; an order enjoining Defendants from selling

and issuing gift certificates with expiration dates; Plaintiffs reasonable attorneys'

fees, costs and expert fees; and any additional relief that this Court determines to

be necessary or appropriate to provide complete relief to Plaintiff and the Class.

PARTIES

10. Plaintiff Amy Johnson is, and has been, a resident of Hennepin

County at all times relevant to this lawsuit. Plaintiff purchased a car wash

certificate from BP at Calhoun Beach Automotive, one of its retail partners. The

car wash certificate that Plaintiff purchased was subject to an expiration date of

30 days.

11. Defendant BP is a wholly owned subsidiary of BP, PIc., one of the

largest energy companies in the world. Upon information and belief, Defendant

BP operates thousands of retail outlets (gas stations) throughout the United States,

many of which are located in the State ofMinnesota and Hennepin County. Upon

information and belief, thousands of Minnesota consumers purchase car was

certificates from BP each year.

12. Defendant Calhoun Beach Enterprises, Inc. does business as

Calhoun Beach Automotive and prominently holds itself out to be a BP

automotive service retail outlet. Defendant Calhoun Beach Enterprises

participates in Defendant BP's marketing plan such an extent that, to an ordinary

consumer, it is virtually impossible to determine that the retail outlet is not owned

4

by Defendant BP. Defendant Calhoun Beach Enterprises, Inc. is located at 3012

Excelsior Blvd, Minneapolis, Minnesota.

JURISDICTION AND VENUE

13. Plaintiff purchased the gift certificate at issue in this litigation in

Hennepin County, State ofMinnesota.

14. The acts or omission that give rise to this lawsuit occurred in the

State of Minnesota and the cause of action arises under Minnesota Statutes, Law,

and Rules.

15. Defendant BP transacts business in this judicial district and

throughout the State ofMinnesota and has its principal place of business in Texas.

16. Defendant Calhoun Beach Automotive is a Minnesota corporation

located at 3012 Excelsior Blvd., Minneapolis, MN 55416. Plaintiff purchased a

car wash gift certificate from Calhoun Beach Automotive on November 12, 2011

and the certificate expired on December 12, 2011.

17. This court has jurisdiction over the parties pursuant to Minn. Stat.

§§ 543.19 and 542.09.

18. Venue is proper in this judicial district because Defendant transacts

business in this judicial district, and Defendant BP is subject to personal

jurisdiction in this judicial district, and therefore is deemed to reside in the

judicial district within this State. Most of the acts and transactions alleged herein

occurred in this judicial district.

5

19. This Court is appropriate for this litigation of the claims of all

members of the proposed class because Defendant BP conducts business in this

judicial district and most of the managers whose conduct gives rise to this action

office in this judicial district. Additionally, Defendant Calhoun Beach Enterprises

is a citizen of Minnesota with its principal place of business in Hennepin County.

Minnesota law governs this action and no other state's governmental policies or

interests with the litigation outweigh those of this State.

FACTUAL BASIS

20. Defendant BP and Defendant Calhoun Beach Automotive jointly

offer car wash services at their retail locations throughout the State ofMinnesota.

21. Most customers, including Plaintiff, purchase car wash services

from Defendants at an electronic gasoline pump after fueling their vehicle. Other

customers purchase car was services from Defendants from a store clerk inside

the retail location using an electronic point of sale system. In either case, after the

customer pays for the service, he or she receives an access code printed on a car

wash certificate receipt.3

22. The access code printed on the car was certificate is subject to an

expiration date thirty days after purchase.

3 Additionally, Defendants offer customers without a car wash access code theability to purchase a car wash using a payment device located at the entrance ofthe car wash. These purchasers are excluded from the class definition becausethey did not purchase a car wash access code.

6

23. Upon information and belief, Defendant BP is responsible for

dictating the car wash code expiration policy employed at BP car washes

throughout Minnesota. Defendant BP collects a fee or royalty from each car wash

sold.

24. A valid access code is required to activate the car wash machine

and receive a car wash.

25. If a consumer attempts to enter an expired access code, the car

wash controller unit rejects the code and does not permit the customer to enter the

car wash stall.

26. Often, consumers cannot redeem the car was certificate before the

expiration date imposed by Defendants. This results in a substantial windfall for

Defendants.

27. On or about November 12, 2011, Plaintiff Amy Johnson purchased

a car wash certificate from a gas station operated by Defendant BP and Defendant

Calhoun Beach Enterprises, Inc. located at 3012 Excelsior Blvd., Minneapolis,

MN 55416.

28. Plaintiff paid $12.00 for the car wash certificate.

29. The car wash certificate stated that the access code expired on

December 12,2011.

30. Plaintiff was unable to use the car wash certificate until after

December 12,2011.

31. Plaintiff returned the gas station at which she purchased the car

was certificate and attempted to redeem the certificate for a cash wash on or about

7

December 19,2011. The controller did not accept her access code and displayed a

notice that the car wash certificate expired on December 12, 2011. Plaintiff did

not receive the car wash service for which she paid.

CLASS ACTION ALLEGATIONS

32. Plaintiff brings this action as a class action pursuant to Rule 23 of

the Minnesota Rules ofCivil Procedure on behalf of a class defined as follows:

All individuals who purchased a car wash access code withexpiration date shorter than five years from a BP retail outlet inMinnesota on or after August 1, 2007.

Plaintiff reserves the right to redefine the class pnor to class certification,

including the addition of subclasses, if discovery and further investigation reveal

that the Class should be modified.

33. Numerosity: Members of the proposed class are so numerous that

their individual joinder is impracticable. The precise number of members is

unknown to Plaintiff at this time. However, upon information and belief, it is

several thousand individuals. The true number of proposed class members is,

however, likely to be known by Defendants, and thus, class members may be

notified of the pendency of this action by first class mail, electronic otice, and

published notice.

34. Commonality: There are numerous questions of law and fact

common to Plaintiff and the proposed class; those questions predominate over any

questions that may affect individual Class members, and include the following:

8

34.1. whether a car wash certificate is a gift certificate under

Minnesota law;

34.2. whether Defendants sold gift certificates subject to illegal

expiration dates;

34.3. whether Defendants' imposition of expiration dates on car

wash certificates violates Minnesota law;

34.4. whether Plaintiff and the Class are entitled to compensatory

damages, including actual and statutory damages and attorneys' fees; and

34.5. Whether Plaintiff and the Class are entitled to declaratory,

injunctive, or equitable relief.

35. Typicality: Plaintiffs claims are typical of the other members of

the proposed class. Plaintiff is informed and believes that Defendants imposed

illegal expiration dates on car wash certificates purchased by all members of the

proposed class.

36. Adequacy: The named Plaintiff will adequately represent the

interests of the proposed class. She has been treated in the same manner as other

proposed class members by Defendants and has been damaged by this treatment

in the same manner as other proposed class members by Defendants' imposition

of illegally short expiration dates. Plaintiff is committed to vigorously prosecuting

this action and Plaintiff has retained attorneys who are well qualified to handle

lawsuits of this type. Plaintiff has no interests that are adverse to those of the

proposed class.

9

37. Predominance: This case should be certified as a class action

because the common questions of law and fact concerning Defendants' liability

for unredeemed car wash certificates predominate over any other issues.

38. Superiority: A class action is the only realistic method available for

the fair and efficient adjudication of the claims of the proposed class. The expense

and burden of individual litigation makes it impracticable for members of the

proposed class to seek redress individually for the wrongful conduct alleged in

this Complaint. Were each individual member required to bring a separate

lawsuit, the resulting multiplicity of proceedings would cause undue hardship and

expense for the litigants and the Court, and create the risk of inconsistent rulings,

which would be contrary to the interest of justice and equity. Litigating these

claims in a single action will streamline discovery and avoid needless repetition of

evidence at trial. Additionally, the small value of individual damages makes

individual litigation economically unfeasible because amount of recovery would

be eclipsed by the expense of litigation

COUNT ONE

Violation ofMinn. Stat. § 3250.53

39. Plaintiff incorporates by reference all proceeding paragraphs as if

set forth herein.

40. Section 3250.53 states, in pertinent part:

It is unlawful for any person or entity to sell a giftcertificate that is subject to an expiration date or aservice fee of any kind, including, but not limitedto, a service fee for dormancy.

10

The statute defines a "gift certificate" as "a tangible record evidencing a promise,

made for consideration, by the seller or issuer of the record that goods or services

will be provided to the owner of the record to the value shown in the record ...."

41. The car wash certificate and access code is a gift certificate

because it is a tangible record in the fonn of a paper receipt evidencing a promise

to provide car wash service made for the consideration of a cash payment by the

owner, operator, or licensor of the car wash service and machine.

42. Defendants violated section 325G.53 each time they sold a car

wash certificate to Plaintiff or any member of the Class because all car wash

certificates issued by Defendants contain expiration dates.

43. The legislative policy of the Minnesota law, as stated by State Rep.

Joe Atkins, the bill's chief author is:

Expiration dates and fees eroded the value of [giftcertificates], sometimes leaving the recipient with nothing.That's why we needed this law.

By putting an end to gift card expiration dates and onerousfees, we made sure Minnesota consumers are getting whatthey paid for.

44. As a direct result of Defendants' violations of law as described

herein, Plaintiff and the Class have suffered actual harm and seek recovery as

provided by Minn. Stat. § 8.31, including but not limited to all damages

recoverable at law and attorneys' fees and costs.

11

PRAYER FOR RELIEF

45. WHEREFORE, Plaintiff requests of this Court the following relief

on behalfof herself and all members of the proposed class:

45.1. An Order certifying the proposed class, appointing Plaintiff as

Class Representative, and appointing the undersigned counsel

of record as Class Counsel;

45.2. An Order declaring the Defendant's practices and policies to

be illegal and enjoining the further sale of car wash access

codes with expiration dates;

45.3. An Order requiring Defendant to compensate Plaintiff and the

other members of the proposed class for the value of unused

car washes;

45.4. Payment of any penalties or other amounts under any

applicable laws, statutes or regulations;

45.5. Judgment in favor of each class member for damages suffered

as a result of the conduct alleged herein, to include pre-

judgment and post-judgment interest;

45.6. Award Plaintiffs reasonable attorneys' fees and costs; and

45.7. Grant such other and further legal and equitable relief as this

Court deems just and necessary.

12

REDACTED

REDACTED