This opinion is nonprecedential except as provided by Minn. R. Civ. App. P. 136.01, subd. 1(c).
STATE OF MINNESOTA IN COURT OF APPEALS A25-0407 A25-0408 A25-0410
State of Minnesota, by its Attorney General, Keith Ellison, Respondent,
vs.
American Petroleum Institute, Appellant (A25-0407), Defendant (A25-0408, A25-0410),
Exxon Mobil Corporation, et al., Appellants (A25-0408), Defendants (A25-0407, A25-0410),
Koch Industries, Inc., et al., Appellants (A25-0410), Defendants (A25-0407, A25-0408).
Filed January 26, 2026 Affirmed Larkin, Judge
Ramsey County District Court File No. 62-CV-20-3837
Keith Ellison, Attorney General, Oliver Larson, Assistant Attorney General, St. Paul, Minnesota; and
Peter N. Surdo, Special Assistant Attorney General, St. Paul, Minnesota (for respondent State of Minnesota)
Thomas H. Boyd, Eric F. Swanson, Winthrop & Weinstine, P.A., Minneapolis, Minnesota; and
Brian D. Schmalzbach (pro hac vice), McGuireWoods LLP, Richmond, Virginia (for appellant American Petroleum Institute)
Steven L. Schleicher, Stephanie M. Laws, Maslon LLP, Minneapolis, Minnesota; and William T. Marks (pro hac vice), Paul, Weiss, Rifkind, Wharton & Garrison LLP, Washington, DC (for appellants Exxon Mobil Corporation, et al.)
Todd A. Noteboom, Andrew W. Davis, Andrew P. Leiendecker, Stinson LLP, Minneapolis, Minnesota (for appellants Koch Industries, Inc., et al.)
Considered and decided by Reyes, Presiding Judge; Larkin, Judge; and Slieter,
Judge.
NONPRECEDENTIAL OPINION
LARKIN, Judge
In these consolidated appeals, appellants challenge the district court’s denial of their
motions to dismiss claims asserted by respondent State of Minnesota, which alleged that
appellants engaged in a deceptive campaign to mislead Minnesota consumers and the
public regarding climate change and fossil fuels. We affirm.
FACTS
In June 2020, respondent State of Minnesota, by its Attorney General, Keith Ellison,
commenced an action against appellants American Petroleum Institute (API), Exxon Mobil
Corporation, et al. (Exxon), and Koch Industries, Inc., et al. (Koch) in district court.
Appellants are various entities affiliated with the petroleum industry. The state alleges that
appellants misled Minnesotans about the climate-change consequences of using fossil
fuels. The state asserts five claims: (1) a violation of the prevention-of-consumer-fraud
act, Minn. Stat. § 325F.69, subd. 1 (2024); (2) failure to warn—strict and negligent
liability; (3) fraud and misrepresentation; (4) deceptive trade practices under Minn. Stat.
2 § 325D.44, subd. 1 (2024); and (5) violation of the false-statement-in-advertising act,
Minn. Stat. § 325F.67 (2024).
Appellants moved to dismiss the state’s complaint on numerous grounds. The
district court dismissed the state’s prevention-of-consumer-fraud-act claim but otherwise
denied appellants’ motions to dismiss. As is pertinent here, the district court denied API’s
and Exxon’s personal-jurisdiction challenges, denied API’s and Exxon’s claim that the
state’s actions violated the dormant-commerce clause, and denied API’s and Koch’s claims
that the state’s lawsuit is barred by Minnesota’s anti-Strategic Lawsuit Against Public
Participation (anti-SLAPP) statutes.
Appellants separately appealed the district court’s rulings, and we consolidated the
appeals.
DECISION
To state a claim for relief, a complaint need only “contain a short and plain statement
of the claim showing that the pleader is entitled to relief.” Minn. R. Civ. P. 8.01. “A claim
is sufficient against a motion to dismiss for failure to state a claim if it is possible on any
evidence which might be produced, consistent with the pleader’s theory, to grant the relief
demanded.” Walsh v. U.S. Bank, N.A., 851 N.W.2d 598, 603 (Minn. 2014). In reviewing
whether a complaint is sufficient to survive a motion to dismiss for failure to state a claim,
we must “consider only the facts alleged in the complaint, accepting those facts as true”
and “construe all reasonable inferences in favor of the nonmoving party.” Finn v. Alliance
Bank, 860 N.W.2d 638, 653 (Minn. 2015) (quotation omitted). We review a district court’s
3 denial of a motion to dismiss for failure to state a claim de novo. Larson v. Wasemiller,
738 N.W.2d 300, 303 (Minn. 2007).
I.
API and Exxon challenge the district court’s exercise of personal jurisdiction.
“Personal jurisdiction refers to a court’s power to exercise control over the parties in a
case.” Young v. Maciora, 940 N.W.2d 509, 514 (Minn. App. 2020) (quotation omitted),
rev. denied (Minn. May 19, 2020). “The requirement that a court have personal jurisdiction
flows from the Due Process Clause of the Fourteenth Amendment to the United States
Constitution.” Husky Constr., Inc. v. Gestion G. Thibault, Inc., 983 N.W.2d 101, 107
(Minn. App. 2022) (quotation omitted), rev. denied (Minn. Mar. 14, 2023).
“Once a defendant challenges personal jurisdiction, the burden of proof is on the
plaintiff to show the jurisdiction exists.” C.H. Robinson Worldwide, Inc. v. FLS Transp.,
Inc., 772 N.W.2d 528, 533 (Minn. App. 2009), rev. denied (Minn. Nov. 24, 2009). “When
multiple parties are named as defendants, personal jurisdiction must be established for each
defendant.” Id. “At the pretrial stage, a plaintiff need only make a prima facie showing of
jurisdiction, and the complaint and supporting evidence will be taken as true.” Id. “In
doubtful cases, doubts should be resolved in favor of retention of jurisdiction.” Id. at 534
(quotation omitted).
“Whether personal jurisdiction exists is a question of law, which [appellate courts]
review de novo.” Bandemer v. Ford Motor Co., 931 N.W.2d 744, 749 (Minn. 2019)
(quotation omitted). In doing so, we “take the factual allegations in the complaint as true,
and view the facts in the light most favorable to the plaintiff.” State by Ellison v.
4 HavenBrook Homes, LLC, 996 N.W.2d 12, 22 (Minn. App. 2023) (citation omitted), rev.
denied (Minn. Jan. 16, 2024).
“One of the oldest tenets of personal jurisdiction is that a defendant may voluntarily
submit to the jurisdiction of a court.” Rykoff-Sexton, Inc. v. Am. Appraisal Assocs., Inc.,
469 N.W.2d 88, 89-90 (Minn. 1991). And it is an “[e]qually well-established . . . principle
that a state may exact from the nonresident, as a condition of performing some activity in
the state, consent to personal jurisdiction.” Id. at 90. The district court determined that
API and Exxon consented to personal jurisdiction in Minnesota by registering to do
business under the Minnesota Foreign Corporation Act (MFCA), Minn. Stat. §§ 303.01-
.24 (2024). API and Exxon challenge that determination. Because the district court
correctly determined that it could exercise consent jurisdiction and that issue is dispositive,
we limit our jurisdictional analysis to that issue.
The MFCA provides that “[n]o foreign corporation shall transact business in this
state unless it holds a certificate of authority so to do.” Minn. Stat. § 303.03. To procure
a certificate of authority, foreign corporations must “irrevocably consent[] to the service of
process.” Minn. Stat. § 303.06(4). The MFCA further mandates that foreign corporations
shall have a registered office and registered agent and shall be subject to service of process
by service on its registered agent. Minn. Stat. §§ 303.10, .13. “After the issuance of a
certificate of authority by the secretary of state . . . the corporation shall possess within this
state the same rights and privileges that a domestic corporation would possess . . . and shall
be subject to the laws of this state.” Minn. Stat. § 303.09. The Minnesota Supreme Court
has held that when a company irrevocably consents to service of process under the MFCA, 5 the corporation validly consents to personal jurisdiction. Rykoff-Sexton, Inc., 469 N.W.2d
at 90.
API contends that the district court’s exercise of consent jurisdiction violates the
Due Process Clause of the United States Constitution. API also contends, along with
Exxon, that the MFCA violates the dormant Commerce Clause of the United States
Constitution. We address each constitutional challenge in turn.
Due Process
API asserts that the district court’s exercise of jurisdiction based on the MFCA
violates its due process rights as guaranteed under the Fourteenth Amendment of the United
States Constitution. Specifically, API argues that more recent United States Supreme
Court precedents undermine the Minnesota Supreme Court’s decision in Rykoff-Sexton.
API relies on Mallory v. Norfolk Southern Railway. Co., 600 U.S. 122 (2023), Daimler AG
v. Bauman, 571 U.S. 117 (2014), and Goodyear Dunlop Tires Operations, S.A. v. Brown,
564 U.S. 915 (2011).
After API filed its appellate brief, we squarely addressed the arguments that API
makes in this case in a nonprecedential opinion. See Lynn v. BNSF Ry. Co., No. A24-1449,
2025 WL 1860488, at *2-4 (Minn. App. July 7, 2025), rev. denied (Minn. Oct. 3, 2025).
Nonprecedential opinions of this court are not binding, but they may be referenced for their
persuasive reasoning. See Minn. R. Civ. App. P. 136.01, subd. 1(c) (“Nonprecedential
opinions and order opinions are not binding authority except as law of the case, res judicata
or collateral estoppel, but nonprecedential opinions may be cited as persuasive authority.”).
6 Lynn is persuasive here, and for the reasons that follow, we reject API’s jurisdictional
argument based on our analysis in Lynn.
API argues that the district court erred because “Rykoff-Sexton was decided decades
before the U.S. Supreme Court confirmed general jurisdiction’s vastly ‘reduced role’ in
modern jurisprudence.” API first contends that, since Rykoff-Sexton, the Supreme Court
“made clear in Daimler . . . and Goodyear . . . that ‘all-purpose’ jurisdiction is a limited
concept not easily invoked.” API thus argues that “Rykoff-Sexton’s pre-Daimler and
Goodyear ruling,” which authorized personal jurisdiction “simply by registering for a
certificate of authority” under the MFCA is on “shaky ground.”
But as we observed in Lynn, the Supreme Court in Mallory flatly rejected the
argument that intervening decisions of the Court have implicitly overruled traditional
consent jurisdiction precedent. Lynn, 2025 WL 1860488, at *4 (citing Mallory, 600 U.S.
at 136). In rejecting that argument, the Mallory Court explained that in International Shoe
Co. v. Washington, 326 U.S. 310 (1945), the Court had merely “stake[d] out an additional
road to jurisdiction over out-of-state corporations.” Mallory, 600 U.S. at 138. Under
International Shoe, “an out-of-state corporation that has not consented to in-state suits may
also be susceptible to claims in the forum State based on the quality and nature of its
activity in the forum.” Id. (quotation omitted). The Supreme Court further explained that
precedents applying International Shoe—namely Daimler and Goodyear—“have long
spoken of the decision as asking whether a state court may exercise jurisdiction over a
corporate defendant that has not consented to suit in the forum.” Id. (quotations omitted).
7 The Mallory Court observed that its precedents regarding express or implied consent
“can continue to ground personal jurisdiction —and consent may be manifested in various
ways by word or deed.” Id. As such, the Court concluded that International Shoe
“expanded upon the traditional grounds of personal jurisdiction” recognized in its prior
consent jurisdiction precedent. Id. at 140-41. In sum, the Supreme Court rejected the
suggestion that API makes here—that intervening decisions of the Court overruled its
consent-jurisdiction precedent.
API next argues that in Mallory, the Supreme Court clarified “that sometimes a
consent-by-registration framework can work” under the Due Process Clause. API argues
that the Mallory Court “narrowly focused on Pennsylvania’s registration statute which
makes explicit that qualification as a foreign corporation shall permit state courts to
exercise general personal jurisdiction over a registered foreign corporation.” (Quotations
omitted). According to API, “Mallory decided only that a statute like Pennsylvania’s—
which expressly informs foreign corporations of any personal jurisdiction consequences of
registering to do business or designating an agent in the state—can reflect that
corporation’s consent to general personal jurisdiction.” (Quotation omitted). Thus, API
asserts that “[t]o fall within Mallory’s limited holding, . . . a State registration statute must
look like Pennsylvania’s” because “Mallory makes plain that ‘express’ or ‘explicit’
language describing registration’s jurisdictional consequences is required” to comport with
due process. API argues that the MFCA “looks nothing like Pennsylvania’s” because it
never uses the phrase “personal jurisdiction” or refers to “causes of action.”
8 In Lynn, we determined that Mallory did not overrule Rykoff-Sexton. Lynn, 2025
WL 1860488, at *3. In doing so, we rejected the argument that, “unlike the statute in
Mallory, section 303.06 does not explicitly say anything about personal jurisdiction, only
service of process.” Id. We explained that “the precedent relied upon in Mallory . . .
applied a Missouri statute substantially similar to [Minnesota Statutes] section 303.06,”
which only obligated a foreign corporation to receive service of process in the state. Id.
“And the United States Supreme Court determined that the exercise of personal jurisdiction
under the Missouri statute did not violate due process because the corporation consented
to suit in the forum when it consented to service of process.” Id. Thus, we concluded that
“it is immaterial that section 303.06 does not explicitly use the words ‘personal
jurisdiction.’” Id. In fact, the Mallory Court itself stated that none of its precedents
regarding “consent to personal jurisdiction have ever imposed some sort of ‘magic words’
requirement.” Mallory, 600 U.S. at 136, n.5.
In sum, the district court’s exercise of personal jurisdiction based on the MFCA did
not violate the Due Process Clause of the United States Constitution.
Dormant Commerce Clause
API and Exxon contend that an exercise of jurisdiction under the MFCA violates
the dormant Commerce Clause of the United States Constitution. “The basic principle
underlying the dormant Commerce Clause is that a state may not pursue economic isolation
by placing burdens on the flow of commerce across its borders that commerce wholly
within those borders would not bear.” Minn. Sands, LLC v. County of Winona, 940 N.W.2d
183, 193 (Minn. 2020) (quotations omitted). “At the same time, the Supreme Court has
9 recognized that ‘incidental burdens on interstate commerce may be unavoidable when a
State legislates to safeguard the health and safety of its people.’” Id. (quoting City of
Philadelphia v. New Jersey, 437 U.S. 617, 623-24 (1978)).
“Modern precedents rest upon two primary principles that mark the boundaries of a
State’s authority to regulate interstate commerce.” South Dakota v. Wayfair, 585 U.S. 162,
173 (2018). “First, state regulations may not discriminate against interstate commerce; and
second, States may not impose undue burdens on interstate commerce.” Id. A state law
may not discriminate against interstate commerce on its face or on the basis of either
discriminatory purpose or discriminatory effect. Minn. Sands, 940 N.W.2d at 193. A state
law imposes undue burdens on interstate commerce if “a state law that regulates
evenhandedly, and imposes only incidental burdens on interstate commerce,” Minn. Sands,
940 N.W.2d at 194 (quotations omitted), is “clearly excessive in relation to the putative
local benefits.” Wayfair, 585 U.S. at 173.
On appeal, API and Exxon argue that the MFCA is both discriminatory and imposes
an undue burden on interstate commerce. But in district court, they argued only that the
MFCA discriminates against interstate commerce. We therefore limit our consideration of
the Commerce Clause challenge to whether the MFCA is discriminatory. See Thiele v.
Stich, 425 N.W.2d 580, 582 (Minn. 1988) (stating that appellate courts generally address
only those questions previously presented to and considered by the district court); see also
Minn. Sands, 940 N.W.2d at 199 n.15 (declining to consider the argument that the law at
issue imposed an undue burden on interstate commerce where the argument was not raised
10 until reply brief). We first address API’s argument that the MFCA is discriminatory in
effect and next address Exxon’s argument that the MFCA is facially discriminatory.
As to a statute’s discriminatory effect, the Minnesota Supreme Court has explained
that “the crucial inquiry is whether [a law] is basically a protectionist measure, or whether
it can fairly be viewed as a law directed to legitimate local concerns, with effects upon
interstate commerce that are only incidental.” Minn. Sands, 940 N.W.2d at 198 (quotations
omitted). “For the [law at issue] to be considered as discriminatory in practical effect,” a
party “must demonstrate that the [law at issue] favors in-state economic interests over out-
of-state interests.” Id. (quotation omitted). However, “[n]egatively affecting interstate
commerce is not the same as discriminating against interstate commerce.” Id. (quotation
omitted). Laws that have a discriminatory effect are unconstitutional “unless the
government shows that it has no other means of advancing a legitimate, non-protectionist
purpose.” Id. at 197.
API argues that the “practical effect” of the MFCA is to disadvantage foreign
corporations to the benefit of in-state corporations by “subject[ing] foreign corporations
that register to do business in Minnesota to a burden that Minnesota companies do not
face.” Specifically, API argues that foreign corporations “must expose themselves to
lawsuits on all claims—including those with no connection to Minnesota—to transact
business in the State,” while in-state corporations face no reciprocal burden for expanding
operations into out-of-state markets. According to API, that is “discrimination, plain and
simple.”
11 In support of its argument, API cites a footnote in Justice Alito’s concurrence in
Mallory, and to Bendix Autolite Corp. v. Midwesco Enterprises, Inc., 486 U.S. 888 (1988).
In his Mallory concurrence, Justice Alito speculated that “[t]here is reason to believe that
Pennsylvania’s registration-based jurisdiction law discriminates against out-of-state
companies” because a “state law discriminates against interstate commerce if its practical
effect is to disadvantage out-of-state companies to the benefit of in-state competitors.”
Mallory, 600 U.S. at 161, 161 n.7 (Alito, J., concurring) (quotation omitted). Justice Alito
stated that “Pennsylvania’s law seems to discriminate against out-of-state companies by
forcing them to increase their exposure to suits on all claims in order to access
Pennsylvania’s market while Pennsylvania companies generally face no reciprocal burden
for expanding operations into another State.” Id. n.7. But the Mallory Court did not
consider whether the statute at issue violated the dormant Commerce Clause, and Justice
Alito’s concurrence does not represent the opinion of the court. See Maryland v. Wilson,
519 U.S. 408, 412-13 (1997) (stating that a concurrence is not binding law and that dicta
is not precedential).
When reviewing a constitutional challenge to a statute, we presume that the statute
is constitutional, and we exercise our power to declare statutes unconstitutional “with
extreme caution and only when absolutely necessary.” State v. Fitch, 884 N.W.2d 367,
373 (Minn. 2016) (quotation omitted). The party challenging a statute’s constitutionality
“bears the very heavy burden” to demonstrate beyond a reasonable doubt that it is
unconstitutional. Id. (quotation omitted). The suggestion in Justice Alito’s concurrence
12 does not satisfy us—beyond a reasonable doubt—that the MFCA violates the dormant
Commerce Clause.
API also relies on Bendix, in which the Supreme Court considered whether an Ohio
statute that tolled the statute of limitations violated the Commerce Clause. 486 U.S. at 889.
Although Ohio ordinarily recognized a four-year statute of limitations for contract and
fraud claims, the challenged statute effectively tolled the statute of limitations indefinitely
for claims against corporations that had not consented to service of process and thus general
jurisdiction within Ohio. Id. The Bendix Court declined to consider whether the statue
was discriminatory and considered only whether the statute imposed an undue burden on
interstate commerce. Id. at 891. As to that issue, the Court reasoned that the undue burden
arose because the statute imposed a greater burden on out-of-state companies by
“subjecting the activities of foreign and domestic corporations to inconsistent regulations.”
Id. at 894. Thus, the challenged statute in Bendix is unlike the MFCA, which provides that
“the corporation shall possess . . . the same rights and privileges that a domestic
corporation would possess.” Minn. Stat. § 303.09. Because the MFCA subjects in-state
and out-of-state corporations to consistent laws in Minnesota, Bendix does not support
API’s argument that the MFCA has a discriminatory effect on interstate commerce.
As to the issue of facial discrimination, Exxon argues that the Minnesota Supreme
Court’s interpretation and application of the MFCA to establish personal jurisdiction
violates the dormant Commerce Clause because it facially discriminates against foreign
corporations.
13 “A law is facially discriminatory if it expressly provides for differential treatment
of in-state and out-of-state economic interests that benefits the former and burdens the
latter.” Minn. Sands, 940 N.W.2d at 194 (quotation omitted). Laws that are facially
discriminatory are “subject to a virtually per se rule of invalidity as a violation of
Congress’s exclusive right to make such regulations.” Id. at 193 (quotation omitted).
Accordingly, “[u]nless the state demonstrates that it has no other means to achieve a
legitimate local purpose, the law is unconstitutional. Id. at 193-94. “The burden to
establish discrimination rests on the party challenging the validity of the law.” Id. at 193.
Exxon argues that the MFCA is facially discriminatory because section 303.03
“imposes a registration requirement” only on foreign corporations and because section
303.06, “as construed by the Minnesota Supreme Court in Rykoff-Sexton, requires only
foreign corporations to submit to general jurisdiction as a condition of registration.” Exxon
further argues that these provisions, read together, “subject out-of-state corporations to
general jurisdiction in Minnesota under circumstances in which an equivalent Minnesota
corporation would not likewise be subject to general personal jurisdiction outside” of
Minnesota. Exxon therefore asserts that the MFCA “serve[s] as a disincentive for out-of-
state corporations to do business in Minnesota, because doing so will subject them to
liability in a foreign and possibly inconvenient forum for any cause of action that could be
brought against it, no matter where in the world it arose.” According to Exxon, the MFCA
insulates Minnesota businesses and “facially discriminate[s] against interstate commerce”
because it “increas[es] exposure to legal liability for out of state companies alone.”
14 In support of this argument, Exxon relies on Healy v. Beer Institute for the
proposition that the Supreme Court has invalidated laws that seek to hoard commerce for
the benefit of in-state corporations. 491 U.S. 324 (1989). In Healy, the Supreme Court
concluded that a Connecticut statute was facially discriminatory because the statute, “[b]y
its plain terms” applied “solely to interstate brewers or shippers of beer” and “[u]nder the
statute, a manufacturer or shipper of beer [was] free to charge wholesalers within
Connecticut whatever price it might choose so long as that manufacturer or shipper d[id]
not sell its beer in a border State.” Id. at 341. The Court reasoned that the “discriminatory
treatment establishe[d] a substantial disincentive for companies doing business in
Connecticut to engage in interstate commerce, essentially penalizing Connecticut brewers
if they seek border-state markets and out-of-state shippers if they choose to sell both in
Connecticut and in a border State.” Id. The Court therefore concluded that the statute
violated the dormant Commerce Clause. Id. at 340-41.
According to Exxon, the MFCA operates similarly to the statute in Healy by forcing
out-of-state corporations to internalize “the costs of increased exposure to legal liability if
they wish to do business in Minnesota” and that in-state corporations “typically do not face
[such costs] when they expand to other jurisdictions.” However, unlike the statute in
Healy, the MFCA treats foreign corporations the same as in-state corporations. See Minn.
Stat. § 303.09 (providing the same rights and privileges for in-state and out-of-state
businesses). Furthermore, unlike the statue in Healy, the MFCA does not prohibit or
penalize Minnesota corporations for their interstate business operations. In sum, the
15 MFCA is unlike the statute in Healy, and it does not facially discriminate against interstate
commerce.
Exxon also argues that the Supreme Court has often considered the regulatory
choices of other states in assessing the validity of a state law under the dormant Commerce
Clause. In support of this proposition, Exxon relies on Bibb v. Navajo Freight Lines, Inc.,
359 U.S. 520 (1959) and Raymond Motor Transportation, Inc. v. Rice, 434 U.S. 429 (1978)
to further support its assertion that the MFCA is facially discriminatory.
In Bibb, the Supreme Court concluded that an Illinois statute that required a specific
type of safety equipment to be affixed to trucks and trailers travelling on state highways,
although nondiscriminatory, imposed an undue burden on interstate commerce because the
design was “out of line with the requirements of almost all the other States” and delayed
and inconvenienced interstate motor carriers. 359 U.S. at 521-22, 528-30. In Raymond,
the Supreme Court relied on Bibb and similarly concluded that a Wisconsin regulatory
scheme which effectively prohibited the use of certain oversized vehicles on state highways
imposed an undue burden on interstate commerce. Raymond, 434 U.S. at 432, 445-46.
The Court in Raymond also reasoned, in part, that the regulatory scheme imposed an undue
burden because it slowed the movement of goods in interstate commerce and prevented
companies from accepting interline transfers of oversized vehicles that would move
through Wisconsin even though the same vehicles were legal in thirty-three other states.
Id. at 444.
According to Exxon, the MFCA essentially operates the same as the laws in Bibb
and Raymond because the MFCA “require[s] out-of-state corporations to submit to general
16 jurisdiction as a condition of doing business in” Minnesota, and “[o]nly four other States
impose such a requirement.” Exxon argues that like the trucking companies in Bibb and
Raymond—which “faced increased costs to travel through” Illinois and Wisconsin—“out-
of-state corporations face increased costs to do business in Minnesota here.” Exxon thus
claims that the MFCA is discriminatory and warrants the strictest scrutiny.
But the Supreme Court in Bibb and Raymond held that the laws at issue imposed an
undue burden on interstate commerce and thus violated the dormant Commerce Clause—
not that the laws were facially discriminatory as Exxon argues to this court. Bibb, 359 U.S.
at 529-30; Raymond, 434 U.S. at 444. Moreover, unlike the statutes at issue in Bibb and
Raymond, which necessarily imposed additional costs on interstate carriers travelling
through the states, the MFCA treats foreign corporations the same as in-state corporations.
See Minn. Stat. § 303.09. Thus, we are not persuaded that the MFCA “expressly provides
for differential treatment of in-state and out-of-state economic interests that benefits the
former and burdens the latter.” Minn. Sands, 940 N.W.2d at 194 (quotation omitted).
Again, “the crucial inquiry is whether the [law at issue] is basically a protectionist
measure, or whether it can fairly be viewed as a law directed to legitimate local concerns,
with effects upon interstate commerce that are only incidental.” Id. at 198 (quotations
omitted). The MFCA can be fairly viewed as a law directed to legitimate local concerns
because Minnesota has a legitimate interest “in providing its residents with a convenient
forum for redressing injuries inflicted by out-of-state actors.” Burger King Corp. v.
Rudzewicz, 471 U.S. 462, 473 (1985).
17 In sum, we are not persuaded—beyond a reasonable doubt—that the MFCA favors
in-state economic interests over out-of-state interests or expressly provides for differential
treatment of in-state and out-of-state economic interests. Thus, API and Exxon have not
met their heavy burden to show that the district court’s exercise of personal jurisdiction
under the MFCA violates the dormant Commerce Clause.
II.
API and Koch contend that the district court erred by denying their motions to
dismiss under Minnesota’s anti-SLAPP statutes, Minn. Stat. §§ 554.01-.06 (2022), which
set forth a procedure “for citizens and organizations to seek dismissal of lawsuits that deter
them from exercising their right to participate in government.” Leiendecker v. Asian
Women United of Minn., 848 N.W.2d 224, 226 (Minn. 2014).
API’s and Koch’s arguments raise a statutory-interpretation issue, which we
consider de novo. Hagen v. Steven Scott Mgmt., Inc., 963 N.W.2d 164, 169 (Minn. 2021).
In doing so, we try to “effectuate the intention of the legislature, reading the statute as a
whole.” Id. (quotation omitted). We look at the plain and ordinary meaning of a statute’s
words and phrases to see if the language is ambiguous, which means “subject to more than
one reasonable interpretation.” Id. (quotation omitted). If the language is unambiguous,
we simply enforce it as written. Id.
The applicable anti-SLAPP statutes were repealed in 2024 and replaced with the
Uniform Public Expression Protection Act. 2024 Minn. Laws ch. 123, art. 18, §§ 1-16, at
2412-16. However, the parties agree that the now-repealed anti-SLAPP statues apply in
this case. Under those anti-SLAPP statutes, “[l]awful conduct or speech that is genuinely
18 aimed in whole or in part at procuring favorable government action is immune from
liability, unless the conduct or speech constitutes a tort or a violation of a person’s
constitutional rights.” Minn. Stat. § 554.03.
Procedurally, the anti-SLAPP statutes apply “to any motion in a judicial proceeding
to dispose of a judicial claim on the grounds that the claim materially relates to an act of
the moving party that involves public participation.” Minn. Stat. § 554.02, subd. 1. The
term “public participation” means “speech or lawful conduct that is genuinely aimed in
whole or in part at procuring favorable government action.” Minn. Stat. § 554.01, subd. 6.
When a party files an anti-SLAPP motion, “the responding party has the burden of
proof, of going forward with the evidence, and of persuasion on the motion,” and “the court
shall grant the motion and dismiss the judicial claim unless the court finds that the
responding party has produced clear and convincing evidence that the acts of the moving
party are not immunized from liability under section 554.03.” Minn. Stat. § 554.02, subd.
2(2)-(3). The term “responding party is defined as “any person against whom” an anti-
SLAPP motion is filed. Minn. Stat. § 554.01, subd. 7.
The district court determined that the anti-SLAPP statutes do not apply to
enforcement actions brought by the attorney general. In doing so, the district court relied
on a rule-of-construction statute regarding sovereign immunity, Minn. Stat. § 645.27
(2024), which provides that “[t]he state is not bound by the passage of a law unless named
therein, or unless the words of the act are so plain, clear, and unmistakable as to leave no
doubt as to the intention of the legislature.” The court reasoned that the anti-SLAPP
statutes did not name the state or attorney general as a party against whom an anti-SLAPP
19 motion may be asserted. The district court next considered whether the anti-SLAPP
statutes were “so plain, clear, and unmistakable as to leave no doubt as to the intention of
the legislature” to permit use of the anti-SLAPP statutes against the state. See Minn. Stat.
§ 645.27. The district court analyzed the relevant terms “responding party” and “person”
and concluded that the state was not encompassed by those terms.
The district court also relied on caselaw applying section 645.27 in circumstances
in which a party sued the state for damages. See Berrier v. Minn. State Patrol, 9 N.W.3d
368, 370 (Minn. 2024) (determining that the state could be sued for an alleged violation of
a dog-bite statute); Nichols v. State, 858 N.W.2d 773, 774 (Minn. 2015) (determining that
the state could not be sued for alleged statutory tort violations); Smallwood v. State, Dep’t
of Hum. Servs., 966 N.W.2d 257, 264-67 (Minn. App. 2021) (determining that the state
could not be sued for an alleged violation of the Minnesota Health Records Act), rev.
denied (Minn. Nov. 16, 2021). Unlike the circumstances in Berrier, Nichols, and
Smallwood, API and Koch have not sued the state seeking damages. Instead, the state sued
API and Koch, through its attorney general, in an enforcement action. For that reason,
Berrier, Nichols, and Smallwood are inapposite.
On appeal, the state focuses on whether the state is a “responding party” as defined
in the anti-SLAPP statutes. Section 554.01, subdivision 7, defines a “responding party” as
“any person against whom a motion described in section 554.02, subdivision 1, is filed.”
In turn, section 554.02, subdivision 1, provides that the anti-SLAPP statute “applies to any
motion in a judicial proceeding to dispose of a judicial claim on the grounds that the claim
materially relates to an act of the moving party that involves public participation.”
20 (Emphasis added.) The term “judicial claim” is defined as “any civil lawsuit, cause of
action, claim, cross-claim, counterclaim, or other judicial pleading or filing seeking
damages for an alleged injury.” Minn. Stat. § 554.01, subd. 3. Under the plain language
of the statutory scheme, there can be no “responding party” against whom to file a motion
“to dispose of a judicial claim” unless there is in fact a “judicial claim.” Thus, when
determining whether the anti-SLAPP statutes may be utilized in a judicial proceeding, the
first question is whether the proceeding involves a “judicial claim” as defined in the statute.
In answering that question, we again focus on the plain language of the statute and
ask whether the state’s lawsuit “seek[s] damages for an alleged injury.” Id. The anti-
SLAPP statutes do not expressly define the term “damages.” However, caselaw
distinguishes between legal damages and equitable remedies. “A court of equity, as a rule,
declines the jurisdiction to grant mere compensatory damages when they are not given in
addition to, or as an incident of, some other special equitable relief.” Leach v. Leach, 209
N.W. 636, 638 (Minn. 1926). “While legal damages [for economic loss] may be awarded
as an incident to an equitable action, courts generally decline to order legal damages unless
they supplement the granting of equitable relief.” R.E.R. v. J.G., 552 N.W.2d 27, 30 (Minn.
App. 1996).
In R.E.R., the plaintiff sought damages for mental and emotional distress stemming
from an alleged breach of fiduciary duty. Id. at 29-30. We stated that “actions for the
breach of a fiduciary duty generally sound in equity.” Id. at 30. We noted that the available
equitable relief for such a claim includes the “recovery of the lost value of an asset, the
profit of which a beneficiary was deprived, or any improper financial gains made by the
21 fiduciary.” Id. We also noted that “[e]quity seeks to restore the plaintiff to the position he
or she occupied before the breach or to claim the defendant’s ill-gotten profits for the
plaintiff.” Id. We held that the R.E.R. plaintiff could “not recover damages for emotional
distress and economic losses because the remedies he [sought were] not equitable in
nature.” Id. at 31. In short, “R.E.R.’s claimed damages [were] not appropriate remedies
for his equitable claims.” Id.
“Courts presume that the legislature acts with full knowledge of . . . existing
caselaw.” Pecinovsky v. AMCO Ins. Co., 613 N.W.2d 804, 809 (Minn. App. 2000). “When
a statute does not define a word, we assume the legislature is aware of its common-law
meaning and intended to use the word according to that meaning.” State by Comm’r of
Transp. v. Schneider, 934 N.W.2d 140, 142 (Minn. App. 2019). Applying those principles
here, we conclude that the word “damages” in the definition of “judicial claim” plainly
refers to legal damages, and not equitable remedies, as distinguished in caselaw. Our
conclusion is buttressed by additional language in the definition of a “judicial claim,”
which states that a “‘[j]udicial claim’ does not include a claim solely for injunctive relief.”
Minn. Stat. § 554.01, subd. 3.
The state’s claims for relief consistently allege that appellants’ violations of certain
statutes caused the state and its citizens to “confer[] a benefit upon [appellants] by paying
for the costs of the harms caused by [appellants’] improper and unlawful practices,” that
appellants “knowingly accepted and retained such benefits,” and that appellants “have
failed to pay for the consequences of their unlawful conduct.” The state further alleges that
as a result “of the conduct, practices, actions, and material omissions” described in its
22 complaint, appellants “obtained enrichment they would not otherwise have obtained,” that
“[t]he enrichment was without justification,” and that the state “lacks an adequate remedy
provided by law.”
The state’s claims for relief sound in equity, specifically, unjust enrichment.
“Unjust enrichment is an equitable doctrine that allows a plaintiff to recover a benefit
conferred upon a defendant when retention of the benefit is not legally justifiable.”
Herlache v. Rucks, 990 N.W.2d 443, 450 (Minn. 2023) (quotation omitted). A plaintiff
claiming unjust-enrichment “must show that the defendant was enriched illegally or
unlawfully, or in a manner that is morally wrong.” Id. (quotation omitted). “The measure
of relief for an unjust enrichment claim is based on what the person allegedly enriched has
received, not on what the opposing party has lost.” Id. (quotation omitted). However,
“[e]quitable relief is available only upon a showing that no adequate legal remedy exists.”
Stocke v. Berryman, 632 N.W.2d 242, 245-46 (Minn. App. 2001), rev. denied (Minn. Sept.
25, 2001). As pleaded, the state’s claims for relief are equitable, and its relief is limited
accordingly. See R.E.R., 552 N.W.2d at 31 (holding that plaintiff “may not recover
damages for emotional distress and economic losses” because the “claimed damages are
not appropriate remedies for his equitable claims”).
As to its specific request for relief, the state requests judgment including the
following forms of relief: “[e]njoin [appellants] . . . from engaging in conduct that violates
[certain] Minnesota Statutes”; “[o]rder [appellants] to disclose, disseminate, and publish
all research previously conducted directly or indirectly by themselves . . . that relates to the
issue of climate change”; “[o]rder [appellants] to fund a corrective public education
23 campaign in Minnesota relating to the issue of climate change”; award “maximum civil
penalties . . . for each separate violation of Minnesota law”; award “restitution pursuant
to . . . the general equitable powers of this Court to remedy the great harm and injury to the
State resulting from [appellants’] unlawful conduct”; and to “[o]rder ExxonMobil and
Koch to disgorge all profits made as a result of their unlawful conduct.”
Like its claims, the state’s request for relief sounds in equity. The state does not ask
for monetary legal damages. Instead, the state alleges that it “lacks an adequate remedy
provided by law” and asks for “restitution pursuant to . . . [the court’s] general equitable
powers.” And, the state’s specific requests for relief are consistent with equitable relief.
See Herlache, 990 N.W.2d at 450 (“The measure of relief for an unjust enrichment claim
is based on what the person allegedly enriched has received, not on what the opposing party
has lost.”) (quotation omitted)).
In sum, the state’s lawsuit seeks equitable remedies and not “damages” as that term
is used in caselaw. Because respondent’s lawsuit does not seek “damages for an alleged
injury,” it is not a “judicial claim” within the meaning of the anti-SLAPP statutes. See
Minn. Stat. § 554.01, subd. 3 (“‘Judicial claim’ . . . includes any civil lawsuit . . . seeking
damages for an alleged injury.”). And because there is no “judicial claim,” there can be no
anti-SLAPP motion in the underlying judicial proceeding. See Minn. Stat. § 554.02, subd.
1 (“This section applies to any motion in a judicial proceeding to dispose of a judicial claim
on the grounds that the claim materially relates to an act of the moving party that involves
24 public participation.”) (emphasis added)). We therefore conclude that, by their plain
language, the anti-SLAPP statutes do not apply against the state in this case.
Affirmed.