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Ps are forty-three independent dealers who operate Shell (D) or Texaco (D) gasoline stations in southern California. Ps leased their stations from, and had dealer agreements with, Shell (D) or Texaco (D). Ds formed Equilon Enterprises (D) and contributed all of their western refining and marketing assets along with the gas station leases and dealer agreements. In exchange, Shell (D) and Texaco (D), as the sole members of Equilon, received 100% of the ownership interests in the limited liability company. Ps claim that Ds violated California Business & Professions Code § 20999.25(a) by transferring the gas stations to Equilon (D) without offering Ps a chance to purchase the stations. Ps filed their claim in state court, and Ds removed the case to federal district court on the basis of diversity and moved for summary judgment. The district court granted the motion. It held that Ds’ contribution of the gas stations to Equilon was not a sale, transfer, or assignment of the stations to another person. Ps appealed.

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