UNITED STATES DISTRICT COURT                             
                    DISTRICT OF MINNESOTA                                

Pearlie Boyd, Alberto Camacho, Dieisha  No. 23-CV-02668 (KMM/DJF)        
Hodges, Monic Serrano, Sienna Guerrero-                                  
Brown, Stephanie Puckett, Genna Unley,                                   
Connie Wilson, Cami McEvers, Laurie                                      
Cahill, Harmony Deflorio, Joslyn Sanders,                                
Marsha Solmssen, and Jessica Brodiski                                    
individually and on behalf of all others                                 
similarly situated,                         ORDER                        

               Plaintiff,                                                

v.                                                                       

Target Corp.,                                                            

               Defendant.                                                


    This is a consumer-fraud action brought against Defendant Target Corp. (“Target”), 
a national retailer headquartered in Minnesota, by a group of 14 named plaintiffs on behalf 
of a putative nationwide class. Collectively, the Court will hereafter refer to all plaintiffs, 
either named or unnamed potential class members, as “Plaintiffs.” Plaintiffs allege that 
Target has deliberately misled consumers by labeling certain products in its stores as being 
“Target Clean,” when such products are in fact “unclean.” ECF 1 (Complaint (“Compl.”)) 
¶ 1. Before the Court are two motions: Target’s Motion to Dismiss (ECF 24) and Motion 
to Strike (ECF 18). For the reasons that follow, both motions are DENIED. Although the 
Court  acknowledges  that  some  of Target’s  arguments  present  a  close  call,  the Court 
concludes that, at this stage and in light of the detailed allegations in the Complaint, 
dismissal is not appropriate.                                             
I.  Background                                                           
    According to Plaintiffs, Target launched a program called Target Clean in 2019. 

Compl. ¶ 105. Target allegedly used Target Clean labeling to designate certain beauty 
products1 (hereafter referred to as the “Target Clean Beauty Products”) that it sells in its 
stores. See id. ¶ 3–4. Plaintiffs maintain that Target uses the Target Clean label to “help 
shoppers distinguish products that Target has identified and marketed as ‘clean’ products.” 
Id. ¶ 3. According to Plaintiffs, Target represents that the labeled products are “clean” 
because  they  are  “free  from  ‘commonly  unwanted’  chemicals  or  ingredients”  and 

“‘formulated without ingredients [consumers] may not want.’” Id. ¶¶ 2, 14. Plaintiffs allege 
that the labeling is made independently of manufacturer claims, and that at least some 
Target Clean products are not labeled or marked with a similar claim or description by the 
manufacturer. Id.                                                         
    Plaintiffs allege that Target designates the Target Clean Beauty Products primarily 

through labels and in-store signage. Plaintiffs allege that Target uses a bright green hexagon 
within which is Target’s typical “bullseye” logo and the word “clean.” Id. ¶ 5. The Target 
Clean label is sometimes affixed to individual shelf labels associated with particular 
products (for example, alongside a price label). See, e.g., id. ¶ 8. Target also uses the label 
on larger display signs that offer a short explanation of the Target Clean program including 

a brief explanation of Target’s criteria for designating a product as being Target Clean. Id. 


    1 Target is also alleged to have used Target Clean labeling in association with oral 
care and deodorant products. See Compl. at 62 n.119. Plaintiffs allege that Target applies 
different criteria to the labeling of non-beauty products. Id.            
¶ 5. Target also maintains a website containing more detailed information about the Target 
Clean program. Id. at 2 n.1.                                              

    Target has identified 13 ingredients as being “banned” from Target Clean Beauty 
Products. Id. ¶ 4. These ingredients are: propylparaben and butylparaben, phthalates, 
formaldehyde,  formaldehyde  donors,  nonylphenol  ethoxylates,  oxybenzone,  sodium 
laureth  sulfates,  retinyl  palmitate,  hydroquinone,  triclosan,  triclocarban,  butylated 
hydroxyanisole, butylated hydroxytoluene. Id. The Complaint includes details about the 
purported harmfulness of each of these ingredients to human health. Plaintiffs’ general 

allegation is that all these ingredients have “known impacts on human health and the 
environment” and that this is why Target represents that Target Clean Beauty Products do 
not contain them. Id. The Court will hereafter refer to these ingredients collectively as the 
“banned ingredients.”                                                     
    According to Plaintiffs, Target designed and describes the Target Clean program as 

a shopping assistant for health-conscious consumers. For example, Plaintiffs allege that 
one  Target  merchandise  executive  characterized  the  labeling  program  as  allowing 
customers to “easily shop for [products] that are formulated without a group of commonly 
unwanted chemicals they may not want included in their daily beauty routines.” Id. ¶ 107. 
Another executive described the program as “tak[ing] the complications out of finding 

better-for-you product options.” Id. ¶ 108. In essence, Plaintiffs allege that the Target Clean 
program offers a curated shopping list that “tak[es] the research and analysis piece out of 
the equation” and conveys to the consumer that Target has done that work for them. Id. ¶ 
109. But, in reality, Plaintiffs allege that the Target Clean program is nothing more than a 
corporate “greenwashing” scheme that uses Target’s goodwill and reputation to dishonestly 
piggyback on a growing consumer demand for “safer, cleaner, and more natural products.” 

Id. ¶ 42; see also, e.g., id. ¶¶ 11, 13 (“Target has taken advantage of consumers’ desire to 
find cleaner products by creating and over-using the ‘Target Clean’ label on products that 
have not actually earned the clean label . . . .”).                       
    Specifically, Plaintiffs allege several ways that the Target Clean program misleads 
consumers. For example, that Target claims labeled products do not contain any of the 
banned ingredients, but in fact some products do contain those ingredients. Id. ¶ 5. Plaintiffs 

allege that at least one product, the Physicians Formula Magic Mosaic Bronzer, contains 
propylparabens.  Id.  ¶  168.  In  another  example,  Plaintiffs  claim  that  although Target 
purports to maintain informational signage about Target Clean in its stores, the Target Clean 
label is sometimes attached to products without any accompanying explanation or “fine 
print.”  Id.  ¶  9.  Plaintiffs  allege  that  this  practice  creates  a  “paramount  level  of 

misrepresentation . . . . because a consumer is not likely to examine marketing labels not 
directly  found  on  a  product  or  disclaimers  in  fine  print.”  Id.  Other  alleged 
misrepresentations2 are more nuanced. Perhaps the central allegation of the Complaint is 
that the Target Clean program is deceptive because it represents that a product that does 

not contain any of the banned ingredients can be perceived as “clean,” or free of unwanted 
and harmful substances. Plaintiffs allege that this is untrue because Target Clean products 
contain ingredients that are equally or more harmful to humans than the banned ingredients. 
Id. ¶ 5; see, e.g., id. ¶ 195 (“Relying on a narrow subset of ingredients to make a ‘clean’ 
claim and ignoring other harmful or  potentially harmful  ingredients is misleading to 
consumers[.]”).                                                           

    Plaintiffs brought their Complaint in this Court on August 29, 2023. They cite 
numerous causes of action, both statutory and at common law. Counts I and II involve 
allegations of common law breach of warranty, express and implied. Id. ¶¶ 205–16. Count 
III claims common law fraud. Id. ¶¶ 217–20. Count IV claims negligent misrepresentation. 
Id. ¶¶ 222–28. Count V claims unjust enrichment. Id. ¶¶ 229–35. Counts VI and VII allege 



    2 Plaintiffs also allege that Target represents that the Target Clean Beauty Products 
do not contain banned ingredients above a certain threshold, thereby implying the safety of 
concentrations below that threshold. Compl. ¶ 5. But Plaintiffs say that this representation 
is false because the threshold designated by Target for at least some of the ingredients is 
not, in fact, safe. Id. However, this allegation is not meaningfully substantiated in the 
Complaint nor directly addressed in Plaintiffs’ opposition briefing to the pending motion. 
For example, Plaintiffs do not offer additional allegations or argument to support their 
contention that the banned ingredients are unsafe even below the threshold identified by 
Target, do not explain whether they believe there is a safe level for any of the banned 
ingredients, and do not state whether they believe any of the Target Clean beauty products 
actually contain the banned ingredients at concentrations below the threshold identified by 
Target but at levels nevertheless alleged to be harmful. To the extent that Plaintiffs intended 
to allege a discrete misrepresentation in Target’s statement, the Court would dismiss 
without prejudice. If Plaintiffs do intend to pursue this “unsafe thresholds” theory of 
liability in this case, it will require more substantive pleading.        
violations of the Minnesota Consumer Fraud Act (“MCFA”) and the Minnesota Uniform 
Deceptive Trade Practices Act (“MDTPA”), respectively. Id. ¶¶ 236–59. Each of the 

foregoing is alleged on behalf of a putative nationwide class. Counts VIII–XXII allege 
violations of numerous states’ consumer fraud and protection statutes. Id. ¶¶ 260–457 
(alleging violations of Alabama, Arizona, California, Colorado, Florida, Illinois, Indiana, 
Michigan, New Hampshire, New York, Oklahoma, and Washington consumer fraud and 
protection statutes). Each of these counts is brought on behalf of a putative state subclass. 
    Each of the named plaintiffs purchased one or more of a group of 14 “identified” 

Target Clean Beauty Products that Plaintiffs allege “are not actually ‘clean’ and do contain 
unwanted or harmful ingredients.” See id. ¶ 16. Each named plaintiff is a resident of one 
of the 12 states for which the Complaint alleges a putative statewide class. See id. ¶ 35. 
Generally, each named plaintiff alleges that they “tr[y] to purchase clean products” and that 
the claims of the Target Clean program “impacted” their buying choices. See, e.g., id. ¶ 34 

(allegations of named plaintiff Jessica Brodiski). Furthermore, each named plaintiff alleges 
they would not have purchased the identified Target Clean beauty product or would have 
purchased the product “under different terms,” had they known the product contained 
“unwanted or harmful ingredients.” Id. The nationwide claims are brought on behalf of a 
putative class comprising “all citizens of the United States” who purchased an identified 

Target Clean Beauty Product, and the statewide class claims are brought on behalf of 
putative classes comprising “all citizens” of each identified state who purchased a Target 
Clean Beauty Product. Id. ¶ 197.                                          
    Rather than answer the Complaint, Target filed the two pending motions. In its 
motion to dismiss, Target seeks the dismissal of the entire complaint, mostly for failure to 

state a claim under Rule 12(b)(6). Because many of Plaintiffs’ statutory consumer fraud 
claims share elements and pleading requirements and are essentially interchangeable at this 
stage in the litigation, Target makes consolidated legal arguments applicable to all of them. 
See ECF 26 (Def.’s Mem. in Supp. of Mot. to Dismiss) at 11. These arguments also apply 
to Plaintiffs’ common law claims of fraud and negligent misrepresentation. Effectively, if 
the Court agrees with Target’s arguments on the insufficiency of Plaintiffs’ fraud pleadings, 

then Counts III–XXII would all be dismissed for the same or similar reasons. Target also 
makes claim-specific arguments for dismissal of Plaintiffs’ breach of warranty and unjust 
enrichment claims (id. at 32–34), as well as legally discrete arguments for dismissal of 
Plaintiffs’ Alabama, Arizona, California, and Washington statutory claims (id. at 28–32). 
Separately,  in  its  motion  to  strike,  Target  asks  this  Court  to  strike  Plaintiffs’  class 

allegations, as well as any request for injunctive relief, from the Complaint. See generally, 
ECF 20 (Def.’s Mem. in Supp. of Mot. to Strike).                          
II.  Legal Standards                                                     
    A.   Motion to Dismiss                                               
    To survive a Rule 12(b)(6) motion to dismiss, a complaint must contain “enough 

facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 

 (2007). This standard does not require the inclusion of detailed factual 
allegations in a pleading, but the complaint must contain facts with enough specificity “to 
raise a right to relief above the speculative level.” 

. “Threadbare recitals of the 
elements of a cause of action, supported by mere conclusory statements,” are not sufficient. 
Ashcroft v. Iqbal, 

 (2009) (citing Twombly, 

). In applying 

this standard, the Court must assume the facts in the complaint to be true and take all 
reasonable inferences from those facts in the light most favorable to the plaintiff. Morton 
v. Becker, 

 (8th Cir. 1986); see also Waters v. Madson, 

 
(8th Cir. 2019).                                                          
    B.   Motion to Strike                                                
 “The court  may  strike  from a  pleading  an insufficient  defense  or  any  redundant, 

immaterial, impertinent, or scandalous matter.” Fed. R. Civ. P. 12(f). However, this is an 
“extreme measure [such that] motions under Rule 12(f) are viewed with disfavor in the 
Eighth Circuit and are infrequently granted.” E.E.O.C. v. Prod. Fabricators, Inc., 

 (D. Minn. 2012) (citing Stanbury Law Firm, P.A. v. Internal Revenue 
Serv., 

 (8th Cir. 2000); see also Donelson v. Ameriprise Fin. Servs., 

Inc., 

 (8th Cir. 2021) (“[S]triking a party’s pleading is an extreme and 
disfavored measure.”) (cleaned up). “[D]espite this, it is sometimes appropriate to strike 
pleadings, such as when a portion of the complaint lacks a legal basis,” Donelson, 

, and therefore “[j]udges enjoy liberal discretion to strike pleadings under Rule 
12(f),” BJC Health Sys. v. Columbia Cas. Co., 

 (8th Cir. 2007). When 

contemplating  a  motion  to  strike  a  pleading  based  on  legal  deficiency,  courts  have 
compared the legal standard to that of a motion to dismiss, in that the pleading “must be 
accepted as true and the Court must find that [it] is legally insufficient” to state a claim. 
Product Fabricators, 

 (citing United States v. NHC Health Care 
Corp., No. 00-3128-CV-S-4-ECF, 

, at *1 (W.D. Mo. Dec. 29, 2000)). 

III.  Discussion                                                          
    A.   Motion to Dismiss                                               
    Target makes broad thematic legal arguments that are directed to the sufficiency of 
all of Plaintiffs’ fraud-based claims, followed by discrete arguments against specific fraud 
claims and Plaintiffs’ other claims. The Court will address the former arguments first, 
before turning to Target’s specific reasons for dismissing other claims in the Complaint. 

         1.   Fraud Claims                                               
    Target argues that Plaintiff’s fraud-based allegations fail under both Rule 9(b) and 
Rule 12(b) of the Federal Rules of Civil Procedure.                       
    Rule 9(b) Dismissal: Target first seeks the dismissal of Plaintiffs’ fraud-based 
allegations due to a purported failure to plead with specificity. ECF 26 at 12–14. “In 

alleging  fraud  or  mistake,  a  party  must  state  with  particularity  the  circumstances 
constituting fraud or mistake.” Fed. R. Civ. P. 9(b). The complaint must therefore set forth 
“the who, what, when, where, and how” of an alleged fraudulent act. E-Shops Corp. v. U.S. 
Bank Nat. Ass’n, 

 (8th Cir. 2012). “Rule 9(b) pleading requirements apply 
to all claims premised on fraud, including claims of false advertising, deceptive trade 

practices, unlawful trade practices, and consumer fraud.” Bhatia v. 3M Co., 

, 1091–92 (D. Minn. 2018) (quotations omitted). The main purpose of Rule 9(b) is 
to create notice. Com. Prop. Invs., Inc. v. Quality Inns Int’l, Inc., 

 (8th Cir. 
1995) (describing the purpose as to “facilitate a defendant’s ability to respond and to 
prepare a defense to charges of fraud”). Therefore, the level of particularity required varies 
along with the facts of each case. BJC Health Sys., 

. There is no dispute that 

the heightened pleading requirements apply to almost all of the claims in the Complaint.  
    Here, Target asserts a total pleading failure under Rule 9(b), but offers substantive 
argument around Plaintiffs’ purported failure to allege the “what,” “when,” and “how” 
prongs. See ECF 26 at 12–14. Given the lack of development of arguments around the 
“who” and “where” prongs, the Court assumes these have been properly pleaded. As for 
“what” and “how,” Target’s arguments are somewhat blended, and to a great degree are 

subsumed by Target’s more fulsome Rule 12 challenge that the Complaint fails to state 
an actionable misrepresentation that can sustain a consumer fraud case, so they are 
explored  below.  The  Court  finds  that  Plaintiffs  have  pleaded  actionable 
misrepresentations, and similarly concludes that Target is adequately on notice about 
“what”  Plaintiffs  believe is  fraudulent  about  the  Target  Clean  program  and  “how” 

Plaintiffs  believe  the  program’s  representations  are  fraudulent  or  misleading  to 
consumers.                                                                
    Whether Plaintiffs have adequately pleaded a “when” requires separate analysis. 
Target argues they have not, noting that “Plaintiffs fail to even allege the dates of their 
purchases.” Id at 13. This argument has some merit. For example, in the portion of the 

Complaint  describing  some  of  the  underlying  purchases  that  led  to  this  litigation, 
Plaintiffs allege only a month and year for certain individuals, while providing no 
information at all for others. See Compl. ¶¶ 21–34. A summary chart of the named 
plaintiffs and each of their alleged purchases includes information about what was 
purchased and where, but no information at all about when the items were purchased. Id. 
¶ 35. Simply put, there is some vagueness around the dates of the alleged purchases that 

underpin this litigation.                                                 
    But the Court will not dismiss the fraud claims at this stage because of a lack of 
specificity in purchase dates. First, Target cites no authority for the proposition that the 
“when” prong is unsatisfied in a consumer fraud case by allegations of purchases that 
include only a month and year without a specific date. While the Court can certainly 
envision a scenario in which specific-date allegations are key to providing notice, this is 

not such a case. For one, the Court is unpersuaded that individual purchase dates are the 
relevant “when” in this matter, at all. Plaintiffs do not allege discrete acts of deceit or 
fraud where Target’s purported misrepresentations were unique to individual purchases 
on different dates. Instead, Plaintiffs allege that Target Clean has induced sales through 
misleading claims throughout the program’s entire existence. The fact that this allegation 

is broad does not mean that it fails to provide notice to Target as to “when” the fraud 
allegedly occurred. Moreover, as alleged in the Complaint, the period in which Target 
made its misrepresentations is not particularly long. According to the Complaint, the 
Target Clean program was launched in 2019 and continues to this day. This provides a 
“when” window of no more than four years at the time of the filing of the Complaint. In 

short, the Court concludes that the allegations in the Complaint reasonably provide notice 
to Target about when Plaintiffs believe the fraudulent conduct has occurred. To the extent 
that specific sales dates become important to one or more of Target’s defense theories 
(see, e.g., the Court’s discussion of statutes of limitation defenses, supra) or to specific 
factual questions, they can be ascertained through fact discovery.        
    Rule 12(b) Dismissal: The same fraud-based claims subject to Target’s Rule 9(b) 

arguments are also subject to a more robust challenge under Rule 12(b)(6). In short, Target 
asserts that the Complaint fails to state a claim for fraud because it fails to plausibly allege 
that a reasonable consumer could be deceived by the Target Clean program or any of its 
representations. See, e,g., ECF 26 at 14 (“[T]o survive a motion to dismiss, Plaintiffs must 
allege that Target Clean is a sufficiently specific claim that caused consumers to reasonably 
believe that Target Clean qualified products . . . did not contain a multitude of other 

unidentified chemicals. Plaintiffs cannot do so.”). Plaintiffs agree that their state consumer 
protection law claims and common law fraud and negligent misrepresentation claims 
require that Target’s representations would deceive a “reasonable consumer.” ECF 33 at 
26–27 (collecting cases applying a reasonable consumer test to different causes of action 
in the Complaint). Here, the Court will assume for the purposes of deciding the pending 

motion that all of Plaintiffs fraud-based claims involve a necessary element that Target’s 
representations could mislead a reasonable consumer. The Court will also assume that this 
proof requirement interacts substantially the same with the pleading requirements for each 
of Plaintiffs’ fraud claims. Essentially, to survive this motion to dismiss, the Court must 
determine whether Plaintiffs have pleaded facts from which the Court can infer that a 

reasonable  consumer  could  have  been  misled  by  the  Target  Clean  program  and  its 
representations.                                                          
    To be clear, this “reasonable consumer” test is in immediate tension with the early 
stage of this litigation. In a variety of contexts, courts have observed that a judge’s role in 
assessing whether a representation or statement is misleading or deceptive implies a factual 
inquiry that is often inappropriate for purely legal resolution. See, e.g., In re K-tel Int’l, Inc. 

Sec. Litig., 

 (8th Cir. 2002) (“Generally, the issue of whether a public 
statement is misleading is a mixed question of law and fact for the jury.”); Rubenstein v. 
Neiman Marcus Grp. LLC, 

 (9th Cir. 2017) (“Whether a business 
practice is deceptive will usually be a question of fact not appropriate for decision on a 
motion to dismiss.”) (quoting Williams v. Gerber Prod. Co., 

 (9th Cir. 
2008) (cleaned up); Bell v. Publix Super Markets, Inc., 

, 483 (7th Cir. 2020) 

(“How reasonable consumers actually understand defendants’ . . . labels is a question of 
fact that cannot be resolved on the pleadings” even if it is sometimes amenable to resolution 
on summary judgment); Tomasella v. Nestle USA, Inc., 

 (1st Cir. 2020) 
(observing that “whether a particular set of acts, in their factual setting, is unfair or 
deceptive is a question of fact”); Richardson v. Edgewell Pers. Care, LLC, No. 23-128, 

,  at  *2  (2d  Cir.  Oct.  30,  2023)  (“What  a  reasonable  consumer’s 
interpretation [of an allegedly deceptive claim] might be is a matter of fact which is not 
appropriate for decision on a motion to dismiss.”) (cleaned up); Olson v. Major League 
Baseball, 

 (2d Cir. 2022) (“The determination of whether certain [business] 
conduct is unfair or deceptive is a question of fact.”); Holzman v. Malcolm S. Gerald & 

Assocs., Inc., 

 (11th Cir. 2019) (whether a representation made in the 
course of debt collection is deceptive “generally is a question of fact”); Naylor Med. Sales 
& Rentals, Inc. v. Invacare Continuing Care, Inc., 

 (6th Cir. 2013) 
(“Whether a particular act is unfair or deceptive [to a consumer] is a question of fact[.]”); 
In re Miracle Tuesday, LLC, 

 (Fed. Cir. 2012) (“Whether a [trade]mark 
is primarily geographically deceptively misdescriptive [to consumers] is a question of 

fact.”). Thus, it is the exception, and not the rule, that allegations of consumer deception 
are amenable to legal disposition on the pleadings alone. And here, the Court concludes 
that too many factual issues require development before any determination can be rendered 
as to whether a reasonable consumer could be deceived as alleged in the Complaint. 
    Take, for example, the allegation that at least one Target Clean Beauty Product 
literally contains an ingredient on the banned ingredients list. Aside from emphasizing the 

limited nature of this allegation (see ECF 26 at 8 (“only one product”)), Target quibbles 
about whether the bronzer in question does or did, in fact, contain propylparabens as 
alleged (id. at 8 n.5 (maintaining that “the Physicians Mosaic Bronzer, sold today and 
during  the  relevant  time  period  time  of  Plaintiffs’  purchases,  does  not  include 
propylparaben.”)). But this is a motion to dismiss, where the Court must take all allegations 

in the Complaint as true and where only threadbare recitals and speculation are susceptible 
to dismissal. Here, Plaintiffs’ multiple paragraphs of allegations about the bronzer product 
(Compl. ¶ 166–74) are certainly more than speculative accusations. What Target seeks to 
resolve through its motion is a dispute about the likelihood that the bronzer purchased by 
these Plaintiffs would have listed propylparabens on its ingredient label (see ECF 26 at 8 

n.5 (“The physical product that [Plaintiffs] purchased should have the correct packaging 
and labeling listing the ingredients. Propylparaben is not listed on the Physicians Mosaic 
Bronzer ingredient list.”)). Whether Target is correct about what the ingredient label would 
have shown (and whether the omission of propylparaben from that ingredient label would 
necessarily disprove Plaintiffs’ allegations that the product contains propylparaben) are 
clearly matters of factual dispute, not amenable for resolution on a motion to dismiss. 

Target may prevail on this argument, but they cannot do so at this stage.  
    Target makes more substantial arguments about the sufficiency of the pleadings of 
other alleged misrepresentations. For example, Target pushes back on the suggestion that 
consumers who encounter the Target Clean logo without the fine print would be misled, 
asserting that the “Target Clean icon alerts consumers to the fact that Target attaches a 
specific  definition  to  its  branded  term”  (ECF  26  at  23  n.12),  and  that  “reasonable 

consumers would view Target’s posted definitions” to better inform themselves about what 
the program does and does not claim (id. at 17). To the extent that a consumer did not 
understand that Target attaches or provides its own definition to the Target Clean term, 
Target also argues that “clean” lacks any “accepted meaning [and] is too subjective and 
vague and wholly dependent on an individual’s interpretation, and lacks an empirical 

benchmark to provide any indicia of measurability to create a basis for a lawsuit . . . based 
on reasonable consumer confusion.” Id. at 23.                             
    But here, too, the Court disagrees that it can appropriately decide on the pleadings 
whether a reasonable consumer would be misled by the broad representation that a given 
product is “Target Clean.” In short, both parties stake out polarized positions of the 

meaning of “Target Clean” that somewhat strain credulity and that would necessarily be 
refined through factual development. One of the clearer distillations in the Complaint of 
Plaintiffs’ theory in this case is that “[t]o consumers, ‘clean’ beauty means that consumers 
can use a product without risking their health and the ingredients list is transparent and 
only contains safe, non-toxic ingredients[.].” Compl. ¶ 12. This is unmistakably broad 
framing. The Complaint features other definitions that similarly create something of a 

moving target, for example by blending environmental concerns into allegations that 
otherwise predominantly focus on personal health. See id. ¶ 14 (alleging that the “Target 
Clean” label denotes to consumers products that “will not harm the environment through 
their ingredients, manufacture, use, or disposal and will be safe and good for humans”). 
But Target, for its own part, insists that Target Clean can only be understood as a kind of 
proprietary  representation,  embodying  only  its  own  exact  terms  and  conditions  and 

communicating nothing more. See, e.g., ECF 26 at 16 (“Target Clean, as is evident from 
the name, is a Target-specific program defined by Target to qualify products it sells.”). 
Target concedes nothing else of substance about what a consumer might reasonably expect 
“clean” to convey. The ensuing impasse over meaning will not be resolved in favor of 
Target at this stage in the litigation for several reasons.               

    First, Target’s own case law suggests that “clean” is being used in cosmetics sales 
widely, and has at least some kind of consistent meaning apart from whatever proprietary 
meaning Target wishes to assign to it. See Finster v. Sephora USA Inc., No. 6:22-cv-1187, 

, at *1–2 (N.D.N.Y. Mar. 15, 2024) (dismissing a more threadbare 
complaint with claims of consumer deception in a “Clean at Sephora” retail labeling 

scheme). Second, Target’s dependence on an idealized scenario of clear explanation and 
disclosure  about  its  own  definition  of  Target  Clean  ignores  Plaintiffs’  second-order 
assertions about the Target Clean program—namely, that the program’s definitions about 
itself are confusing and inconsistent. See, e.g., Compl. at 62 n.119 (alleging that “[p]rior to 
June 2023, the list of banned Target Beauty and Personal Care Ingredients was 60 pages (5 
pages were related to general products, 1/2 page was related to oral care, and the remaining 

pages were related to deodorant),” but that the “basis for the separation of the list [was] 
unclear”); 

 at 62 n.120 (alleging that “between February 2023 and July 2023, Target 
updated and/or modified the list of banned Target Beauty and Personal Care Ingredients”). 
And third, Target’s position requires far too much assumption about what a Target Clean 
consumer would have reasonably encountered or been told about this program at the time 
of their purchases.                                                       

    This third piece gets to the heart of something unique about the allegations in the 
Complaint. Many of the cases cited by Target dismissing consumer fraud actions can be 
fairly characterized as “product cases,” meaning that a plaintiff has sued the manufacturer 
of a product for the representations made about (and often literally on) that product. In this 
relatively closed universe—featuring a directly proprietary representation about a product, 

typically capable of being immediately verified or at least scrutinized by the consumer—it 
makes more sense for a court to render early legal conclusions about who the reasonable 
consumer is and what they have perceived. But the situation presented in this case is much 
murkier because this is not a typical products case. This is a case about a well-known 
national retailer alleged to have independently curated a selection of products and then 

presented those products to the consumer as being “Target Clean” through at least several 
variations of representations. The central allegation presented is that the Target Clean 
program itself is inherently deceptive, not merely any one claim about any one product. In 
other words, by representing Target Clean as a neutral tool to help consumers, Target is 
alleged to have used an imprimatur of authority, as a retailer, to point health-conscious 
consumers toward purchasing certain products.                             

    Allegations of this nature are simply not present in the authority Target’s cites. Take, 
for example, the cases dealing with other relatively cursory representations on products 
that it analogizes to “Target Clean.” In Chin v. General Mills, Inc., the court dismissed 
allegations of deception in “100% natural”3 product labeling because it determined that 
Plaintiffs had failed to adequately plead that they (or a reasonable consumer) would have 
believed that to be a representation that the product did not contain processed ingredients. 

No. 12-cv-2150 (MJD/TNL), 

, at *9 (D. Minn. June 3, 2013). In Song 
v. Champion Petfoods USA, Inc., the court concluded that it was “implausible that a 
reasonable consumer would interpret [the] innocuous, two-word” claim that dog food was 
“biologically  appropriate”  as  conveying  that  the  food  would  contain  only  “fresh 
ingredients, [would] not contain any amount of heavy metals or BPA, and is processed in 

such a way as to eliminate any risk that it could be contaminated with pentobarbital.” No. 
18-cv-3205 (PJS/KMM), 

, at *5 (D. Minn. Dec. 22, 2020).    
    In  total  isolation,  statements  that  a  product  is  “100%  natural,”  “biologically 
appropriate,” or “clean” appear similar. But the similarity between Plaintiffs’ allegations 
about Target Clean and the allegations in Chin and Song is superficial. As Target is quick 


    3 Indeed, the Chin case can be best understood in context of the line of cases it 
belongs to: those dealing with the specific claim that a given product is “all natural” or 
“100% natural.” See id. at *5 (collecting numerous cases involving allegations over those 
exact claims). The representation in this case, that a cosmetic product is “clean,” has not 
been subjected to the same repetitive legal analysis that could support disposition on 
Target’s arguments alone.                                                 
to point out, the representation is “Target Clean,” not merely “clean.” And what the 
representations in Chin and Song lack is the substantial factual overlay imparted by that 

combination. Plaintiffs’ allegations about the broader Target marketing landscape for the 
Target Clean  program, the statements of Target executives about the purpose  of the 
program,4 and its unique curative presentation, are what entitle their pleadings to the 
inference that “Target Clean” creates a more expansive representation in the eyes of the 
reasonable consumer than “100% natural” or “biologically appropriate.” Because while all 
of  these  positive  representations  about  products  communicate  to  the  consumer  that 

someone would like to sell them something, only Target’s representation that a product is 
“Target Clean” suggests that Target has done some work on their behalf.   
    The independent curation also effectively removes another key basis on which 
consumer  deception  cases  are  dismissed  under  Rule  12:  that  a  reasonable  consumer 
understands the concept of commercial puffery and knows they must verify the claims 

made about products. This caveat emptor logic does not squarely apply here. It is one thing 
to assume that a consumer expects a shampoo manufacturer to promote its own products 
by any means necessary, and therefore require that consumer, as a matter of law, to verify 
package labeling for abject dishonesty before claiming to have been deceived. See Devane 
v. L’Oreal USA, Inc., No. 19 Civ. 4362 (GBD), 

, at *4–5 (S.D.N.Y. 

Sept. 14, 2020) (dismissing “keratin” shampoo lawsuit where “a simple reading of the 

    4 Target insists that it is unreasonable to impart any “meaning or otherwise rely on 
more generalized statements from years past from news articles and press releases” (ECF 
26 at 16), but it cites no authority for why this Court would simply ignore these aspects of 
the Complaint that put meat on the bones of Plaintiffs’ allegations.      
ingredients list would have made it clear that the Products do not contain keratin”). But it 
is another thing to assume what a consumer reasonably expects when Target positions itself 

between the manufacturer’s label and the consumer, promoting certain products on its 
shelves over others as embodying certain standards. Here, the typical sales motivations are 
altered, and indeed, at this stage the Court can imagine that a consumer might reasonably 
assume that Target had independently made an assessment that some of its products are 
cleaner than others in a way that is meaningful to its customers. What follows from such 
an assumption (e.g., whether a reasonable consumer would feel that Target had relieved 

them of the need to verify claims or whether the reasonable consumer would view Target’s 
independent representations as being no more trustworthy than those of the shampoo 
maker)  remains  opaque  to  the  Court.  But  assuming  as  true  Plaintiffs’  well-pleaded 
allegation that Target Clean products are not actually “cleaner” than others, that opacity 
forecloses a quick dismissal on the merits of Plaintiffs’ fraud-based claims. 

    This brings the Court to Target’s contention that the Target Clean program cannot 
mislead a reasonable consumer by failing to either disclose the presence of ingredients in 
Target Clean Beauty Products that are not “banned ingredients” but that are allegedly just 
as harmful for similar reasons, or by excluding such ingredients from the program. This 
allegation in the Complaint implies that the consumer has seen or otherwise understood at 

least some part of Target’s representation that the Target Clean Beauty Products do not 
contain certain ingredients. See Compl. ¶ 5 (depicting in-store signage listing the banned 
ingredients). Plaintiffs implicitly suggest that a reasonable consumer would understand the 
representation as identifying banned ingredients by kind rather than with literal specificity. 
For  example,  the  Plaintiffs  imply  that  a reasonable  consumer  would  understand that 
propylparaben is a banned ingredient because it is a harmful endocrine disruptor, and not 

merely that propylparaben is a banned ingredient. Plaintiffs’ allegation is that a consumer 
would  therefore  reasonably  expect  that  Target  Clean  products  do  not  contain  other, 
unspecified harmful endocrine disruptors. Target’s view about this allegation, which is 
central to much of the Complaint, is that the list of banned ingredients speaks for itself and 
cannot impart any representation other than its own, plain terms. In other words, no 
reasonable consumer could be misled by the representation that Target Clean Beauty 

Products do not contain certain specified harmful ingredients, even if Plaintiffs are correct 
that the products do contain other similarly harmful ingredients. See, e.g., ECF 26 at 18 
(“[I]t is not reasonable to ignore Target’s definition of Target Clean, which includes a list 
of the Omitted Beauty Chemicals, and assume it also incorporates an unspecified list of 
thousands of other chemicals.”). This is Target’s strongest argument, and it may ultimately 

prevail, but it also fails on this motion to dismiss.                     
    Again, the authority that Target relies upon is distinguishable. Target cites a number 
of cases in which consumers allege highly specific expectations, sometimes bordering on 
non-sequiturs, arising from representations about products. For example, in In re Gen. 
Mills Glyphosate Litigation, the court concluded that it was “not plausible to allege that 

the statement ‘Made with 100% Natural Whole Grain Oats’ means that there is no trace 
glyphosate in Nature Valley Products.” No. 16-cv-2869 (MJD/BRT), 

, 
at *6 (D. Minn. July 12, 2017). In Stuve v. The Kraft Heinz Co., the court dismissed 
consumer fraud claims, concluding that alleged statements on a box of Kraft macaroni and 
cheese that its contents had “The Taste You Love” with “NO Artificial Flavors,” “NO 
Artificial  Preservatives,”  and  “NO  Artificial  Dyes”  could  not  mislead  a  reasonable 

consumer into believing the product was “healthy, wholesome, nutritious, and free from 
artificial  substances,  including  harmful  synthetic  toxins.”  No.  21-cv-1845,  

, at *2 (N.D. Ill. Jan. 12, 2023). In Song, as discussed above, the Court concluded 
that  no  reasonable  consumer  would  conclude  that  a  dogfood  labeled  “biologically 
appropriate” would contain only “fresh ingredients.” 

, at *5. And in 
Finster, the Court dismissed consumer fraud allegations that “le[ft] the Court guessing” 

how a reasonable consumer could believe that a cosmetic marketed as being “formulated 
without parabens, sulfates SLS and SLES, phthalates, mineral oil, formaldehyde, and 
more”  would  “contain  no  synthetic  or  harmful  ingredients  whatsoever.”  

, at *1–2.                                                         
    Each of these cases involves a plaintiff pointing to a representation and then alleging 

an expectation that is facially unrelated to that representation, either by degree or entirely. 
Such an unrelated expectation is simpler to dismiss as unreasonable. But here, while 
Plaintiffs in this case certainly articulate a belief that Target Clean labeling creates a 
broader universe of expectations than the program’s own fine print suggests, the difference 
between the representations and expectations alleged in the Complaint is not one of apples 

and oranges. Furthermore, as discussed above, Target is alleged to have made statements 
about the Target Clean program that arguably encourage broader expectations than Target 
is willing to concede can arise out of the fine print. Indeed, there is a fairly straight line 
between the alleged representation that Target Clean products are “formulated without a 
group  of  commonly  unwanted  chemicals”  (Compl.  ¶ 105)  or  “formulated  without 
ingredients they may  not want” (id. ¶ 14)  and Plaintiffs’ assertion that a reasonable 

consumer broadly expects Target Clean products to “be safe and good for humans” (id.). 
Put  differently,  while  the  reasonableness  of  Plaintiffs’  expectations  remains  up  for 
strenuous debate, it is a debate that cannot be resolved through the procedural mechanism 
of a motion to dismiss for failure to state a claim.                      
    Finally, the reasonableness of Plaintiffs’ position about the deceptiveness of the 
banned-ingredient representation is buttressed by their reliance on extrinsic authority in the 

Complaint. See Compl. ¶¶ 50–53 (referencing the Federal Trade Commission’s “Guides 
for  the  Use  of  Environmental  Marketing  Claims”).  According  to  Plaintiffs,  the  FTC 
provides guidance on whether certain commercial practices are deceptive to consumers, 
and in its “Green Guides” states that “a truthful claim that a product, package, or service is 
free of, or does not contain or use, a substance may nevertheless be deceptive if: [] the 

product, package, or service contains or uses substances that pose the same or similar 
environmental risks as the substance that is not present[.]” Id. ¶ 52(g) (citing 

). Target dismisses Plaintiffs’ reliance on the FTC guidance as “trying to link ‘clean’ 
claims for beauty products to the FTC’s guidance regarding environmental sustainability 
claims.”  ECF  26  at  23–24;  see  id.  at  4  (arguing  that  the  Green  Guides  are  about 

sustainability  and  “have  nothing  to  do  with  cosmetics”).  The  Court  agrees  that  the 
Complaint  does  occasionally  muddy  the  waters  by  mixing  concerns  about  the 
environmental and health impacts of certain ingredients, but Plaintiffs’ use of the Green 
Guides is not one of those instances. Here, Plaintiffs point to the Green Guides to support 
the contention that a consumer is reasonably deceived in an environmental marketing 
scenario that is very comparable to that alleged in cosmetics marketing here. Plaintiffs’ 

citation to the Green Guides is not to evidence of Target’s wrongdoing, nor is it even really 
evidence that a reasonable consumer would interpret the banned-ingredient representation 
in the way Plaintiffs allege. Instead, at this stage, the Plaintiffs’ citation to the Green Guides 
supports merely the inference that a reasonable consumer could likely be deceived by 
tactics  employed  by  cosmetics  retailers  similar  to  tactics  that  the  FTC  has  deemed 
potentially deceptive in the environmental space.                         

    Conclusion: The contours of this litigation will certainly narrow through the course 
of discovery, as theories adapt to the facts that are developed and the evidence that accrues. 
But in seeking to dismiss the lion’s share of Plaintiff’s case on the pleadings alone, Target 
asks too much. Given the breadth of Target’s arguments, to grant its motion would amount 
to this Court declaring, as a matter of law, that the Target Clean program alleged in the 

Complaint is incapable of deceiving a reasonable consumer. Doing so would require this 
Court to invert the presumptions that govern at the pleading stage by resolving considerable 
factual ambiguity and complexity in Target’s favor. This the Court cannot do. Target’s 
motion to dismiss Plaintiffs’ fraud claims under Rule 12(b)(6) is denied. 
         2.   Intent, Reliance, and Causation                            

    Target also alleges that Plaintiffs’ Complaint fails to allege both intent and reliance 
and causation as required by Rule 9(b) for their fraud-based claims. These arguments also 
amount to a Rule 12(b)(6) challenge to the sufficiency of Plaintiffs’ fraud allegations, but 
the  Court  will  briefly  address  them  separately  as  they  represent  discrete  pleading 
requirements.                                                             

    Intent: Plaintiffs’ fraud claims carry an intent requirement. For example, the MCFA 
prohibits the “act, use, or employment by any person of any fraud, false pretense, false 
promise, misrepresentation, misleading statement or deceptive practice, with the intent that 
others rely thereon in connection with the sale of any merchandise.” Minn. Stat. § 325F.69, 
subd. 1 (emphasis added). At the pleading stage, “intent can be alleged generally, [but] the 
allegations cannot be conclusory or based on speculation.” Bhatia, 

. 

Where a plaintiff fails to articulate an “intent to induce,” their fraud claims may be 
dismissed. 

                                                            
    Target  argues  that  while  Plaintiffs  repeatedly  allege  “intentional”  actions  in 
developing and promoting the Target Clean program, they have failed to allege how Target 
intended to deceive consumers under the Target Clean label. ECF 26 at 25–26. Instead, 

Target asserts that its “actions demonstrate an intent to inform consumers about the Target 
Clean program” by providing information about the program in its stores, on its website, 
and by disclosing the program’s banned ingredients. Id. at 25. Target also suggests that 
Plaintiffs have failed to allege that Target “knew customers were being misled by its 
labeling claims” (id. at 26).                                             

    The Court disagrees. Target’s arguments again amount to a request to accept the 
facts according to Target, instead of according to the pleadings. Instead, the Court must 
look to the facts stated in the Complaint, which thoroughly alleges that Target conceived 
of the Target Clean program to tap into growing consumer demand for “clean” cosmetics 
and health products. See, e.g., Compl. ¶¶ 2, 9, 11, 13, 42, 106–07, 321. In pursuit of that 
demand, Plaintiffs allege that Target has intentionally made Target Clean overinclusive by 

“relying on a narrow subset of ingredients to make a ‘clean’ claim and ignoring other 
harmful or potentially harmful ingredients.” See, e.g., Id. ¶ 121; see also id. ¶¶ 5–6, 14–15, 
265.  Plaintiffs  also  make  factual  claims  about  the  way  the Target  Clean  labeling  is 
presented (for example, by alleging that it is used in isolation and without the disclosures 
identified by Target) and allege that this is a deliberate effort to attach an imprimatur of 
authority while discouraging the likelihood that a consumer would scrutinize its claims. Id. 

¶ 9.                                                                      
    Taken together, these allegations do enough to support the inference that Target 
intended to induce sales through the false representation that certain products on its shelves 
were “clean.” This general intent is enough at the pleading stage. To the extent that Target 
means to suggest that Plaintiffs have failed to allege details such as Target’s intention to 

craft an underinclusive banned ingredients list by omitting specific ingredients that Target 
knew to be harmful, judging the sufficiency of the complaint by such a standard is far too 
onerous on a Rule 12(b)(6) analysis and depends on facts not yet within Plaintiffs’ reach. 
The  Court  cautions  that  proving  this  theory  of  deliberate  misrepresentation  will  be 
considerably more difficult than alleging it, but that is a question for another day.  

    Reliance and Causation: Target next argues that Plaintiffs have failed to “plead 
reliance because they never disclose what Target Clean advertisement each Plaintiff viewed 
and how it misled them.” ECF 26 at 26. Plaintiffs argue that they are not required to 
demonstrate  proof  of  individual  reliance  on  the  misrepresentations  alleged  in  their 
Complaint. ECF 33 at 51 (arguing that “a plaintiff alleging injury based on the purchase of 
a mass-market product can establish standing by pleading facts showing a defendant’s 

violative,  systemic  practices  regarding  the  product”  and  need  not  demonstrate  that 
individual plaintiffs individually relied upon the alleged misrepresentations) (citing John 
v. Whole Foods Mkt. Group, Inc., 

, 737–38 (2d Cir. 2017)).  
    Resolving any argument about whether the nature of Plaintiffs’ allegations obviate 
the need to prove individual reliance will wait. “On a motion to dismiss, general allegations 
of reliance and damages are enough” to sustain a fraud claim. Dunnigan v. Fed. Home Loan 

Mortg. Corp., 

, 740 (D. Minn. 2016) (citing Franklin High Yield Tax–
Free Income Fund v. Cty. of Martin, Minn., 

, 740–41 (8th Cir. 1998)). Here, 
Plaintiffs allege that the Target Clean logo is applied to individual products, to shelves, on 
the Target website, and on display signage in stores. See, e.g., Compl. ¶¶ 5, 9. They allege 
that the “clean” claims are significant to consumers, generally, and that consumers had 

increased awareness of general principles underlying those claims. See, e.g., id. ¶¶ 9, 41–
42. Finally, each of the named plaintiffs offers general allegations that they “tr[y] to 
purchase clean products” and that the presence of the Target Clean label on one of the 
Target Clean Beauty Products “impacted [their] decision” to purchase the product. Id. ¶¶ 
21–34. Furthermore, the named plaintiffs claim that their purchases caused them to be 

damaged  because  each  one  “would  not  have  purchased  the  product,  or  would  have 
purchased the product under different terms” had they not been deceived by the Target 
Clean representation. Id. These allegations do enough at the pleading stage to support the 
inference that Plaintiffs relied upon a Target Clean representation when purchasing a Target 
Clean beauty product and that this reliance caused them to be harmed.     

         3.   State Pleadings                                            
    Target also seeks the dismissal of several of Plaintiffs’ state-law consumer fraud 
claims on various grounds. The Court will take these in turn.             
    Washington Consumer Protection Act (“CPA”) claim: A plaintiff must prove five 
elements to prevail on a private claim under Washington’s CPA: “(1) an unfair or deceptive 
act or practice, (2) that occurs in trade or commerce, (3) a public interest, (4) injury to the 

plaintiff in his or her business or property, and (5) a causal link between the unfair or 
deceptive act and the injury suffered.” Indoor Billboard/Wash., Inc. v. Integra Telecom of 
Wash., Inc., 

 (2007). Target argues that Plaintiffs’ Washington CPA 
claim fails because it does not plead facts regarding causation between an alleged deception 
and damage to one or more plaintiffs, a requirement that Target analogizes to the reliance 

standard. See ECF 26 at 29 (“Although the [Washington CPA] does not require that 
plaintiffs plead actual reliance, it does require causation between the alleged deceptive act 
and damages.”).                                                           
    As discussed previously, the Court is satisfied that the Complaint alleges general 
reliance sufficient to sustain its fraud claims at this stage in the litigation. To the extent that 

Target asserts a particular pleading failure around reliance, as to the Washington plaintiffs’ 
allegations  under  the  Washington  statute,  or  to  the  extent  that  Target  suggests  the 
Washington statute requires more at the pleading stage, the Court disagrees. The Complaint 
alleges that Marsha Solmssen and  Jessica  Brodiski are residents of Washington who 
purchased  one  or  more  Target  Clean  products  and  whose  purchasing  decision  was 
influenced  by  the  Target  Clean  program.  See  Compl.  ¶¶  33,  34  (alleging  that  both 

Washington plaintiffs’ purchase decisions were “impacted” by the Target Clean label 
associated with the products they purchased). Like other named plaintiffs in this case, the 
Washington plaintiffs further allege that they would not have purchased (or would have 
paid less) for Target Clean products if not for the alleged misrepresentations made by the 
Target Clean program. Compl. ¶¶ 33, 34, 455.                              
    Target’s arguments for dismissal of the Washington CPA claims revolve around the 

allegation that both Ms. Solmssen and Ms. Brodiski purchased the Physicians Bronzer 
product containing propylparabens. In essence, Target argues that neither Ms. Solmssen or 
Ms.  Brodiski  particularly  allege  that  they  “actually  read  and  relied  upon  Target’s 
explanation  that  the  Target  Clean  products  lack  propylparabens”  and  so  the  alleged 
presence of propylparabens in the bronzer product cannot, by itself, establish causation 

between any misrepresentation and harm. See ECF 26 at 29. This argument fails for at least 
two reasons. First, Ms. Brodiski alleges the purchase of more than the bronzer product, 
which means that only the allegations of Ms. Solmssen could be dismissed under Target’s 
theory. Second, this argument prematurely requires Plaintiffs to prove the complicated 
relationship  between  their  purchasing  decisions,  awareness  of  Target’s  alleged 

misrepresentations, and the alleged harm done to them. Again, an animating allegation of 
the Complaint is that Target curated a product list that signaled to consumers, in the 
broadest sense, that Target Clean-labeled products do not contain ingredients harmful to 
human health. The follow-on allegation is that some of the thus-labeled products do, in 
fact, contain ingredients harmful to human health. This allegation certainly implicates 
alternative  theories  of  reliance—in  one,  the  plaintiffs  relied  upon  fixed  and  specific 

understandings about the meaning of Target Clean due to studious examination of its 
claims, which turned out to be false; in another, the plaintiffs relied upon the Target Clean 
label but were induced by an appeal to consumer convenience to avoid any serious scrutiny 
of its claims, which turned out to be false. Plaintiffs’ theories of liability may necessarily 
narrow  or  become  more  refined  through  the  course  of  this  litigation,  or  they  be 
unproveable. Whether this impacts the specific claims of the Washington plaintiffs will be 

determined. For now, however, the allegations of Ms. Solmssen and Ms. Brodiski, assumed 
to be true at the pleading stage, are sufficient for the Court to infer that each relied upon an 
alleged misrepresentation as well as a causal link between an alleged misrepresentation and 
alleged harm.                                                             
    California law claims: Plaintiffs allege the violation of three California statutes: the 

California Unfair Competition Law (“CUCL”), 

, et seq; 
the California Consumer Legal Remedies Act (“CCLA”), 

, et seq.; 
and the California False Advertising Law, Cal. Bus, & Prof. Code § 17500 (“CFAL”). See 
Compl. ¶¶ 288–333. Target’s arguments for dismissing Plaintiffs’ CCLA and CFAL claims 
reply upon the same theory for dismissal of all of Plaintiffs’ fraud-based claims. See ECF 

26 at 30 (explaining that the CCLA and CFAL claims fail because no reasonable consumer 
would be misled by Target Clean’s claims and because the fraud claims do not comply 
with the requirements of Rule 9(b)). These arguments are rejected for the reasons stated 
previously, and the CCLA and CFAL claims may therefore proceed.           
    Target does offer specific arguments for dismissal of the CUCL claim, which 
require separate consideration. “The [C]UCL is a broad remedial statute that permits an 

individual to challenge wrongful business conduct ‘in whatever context such activity might 
occur.’” Lozano v. AT & T Wireless Servs., Inc., 

 (9th Cir. 2007) (quoting 
Cel–Tech Commc'ns, Inc. v. Los Angeles Cellular Tele. Co., 

 (Cal. 1999)). 
The  act  prohibits  unfair  competition,  defined  as  including  “any  unlawful,  unfair  or 
fraudulent business act or practice and unfair, deceptive, untrue or misleading advertising.” 

 (quoting 

). Thus, the act creates three prongs—unlawful, 

unfair, and fraudulent acts—and “[e]ach prong . . . is a separate and distinct theory of 
liability.” 

 (citing South Bay Chevrolet v. Gen. Motors Acceptance Corp., 

 (1999)).                                                          
    Here, Plaintiffs assert violations of all three prongs, see Compl. ¶¶ 291–305, and 
Target argues for dismissal of each. Target’s argument that Plaintiffs have failed to plead 

a “fraudulent” act is tied to Target’s broader arguments on the fraud allegations in the 
Complaint, which the Court has rejected. Target likewise argues that the “unlawful” prong 
is unmet because it relies entirely on alleged violations of the CCLA and CFAL. Because 
the Court has declined to dismiss those claims, the alleged violation of those acts can 
properly buttress Plaintiffs’ CUCL claim. Finally, Target argues that the “unfair” prong 

fails because its allegations are entirely coextensive with the conduct alleged to violate the 
other two prongs. ECF 26 at 31 (“[W]here the unfair business practices alleged under the 
unfair prong of the UCL overlap entirely with the business practices addressed in the 
fraudulent and unlawful prongs of the UCL, the unfair prong of the UCL cannot survive if 
the claims under the other two prongs of the UCL do not survive.”) (quoting Hadley v. 
Kellogg Sales Co., 

 (N.D. Cal. 2017). Again, however, this 

argument is predicated on the belief that Plaintiffs’ CUCL claim has already failed under 
the “unlawful” prong, which it has not. Accordingly, Plaintiffs may proceed to the proof 
stage on their CUCL claims, under all three prongs of the CUCL.           
    Alabama and Arizona claims: Plaintiffs assert violations of the Alabama Deceptive 
Trade Practices Act (

, et seq.) and the Arizona Consumer Fraud Act 
(A.R.S. §§ 44-1521, et seq.). Compl. ¶¶ 260–287. Target seeks the dismissal of these claims 

on the specific ground that the pleadings fail to satisfy the statute of limitations imposed 
by each of these acts. Both the Alabama and Arizona consumer protection statutes have a 
one-year statute of limitation. See, e.g., Collins v. Davol, Inc., 

 
(N.D. Ala. 2014) (“[N]o action may be brought under this chapter more than one year after 
the person bringing the action discovers or reasonably should have discovered the act or 

practice which is the subject of the action.”) (quoting 

, et seq.); Alaface 
v. Nat’l Inv. Co., 

 (Ariz. Ct. App. 1994) (under Arizona law, one-year 
statute of limitation for an Arizona consumer fraud claim “begins running when the 
defrauded party discovers or with reasonable diligence could have discovered the fraud.”) 
(internal quotations omitted).                                            

    “[S]tatutes of limitations provide an affirmative defense that ordinarily must be 
specifically pleaded, [and] a complaint is subject to dismissal for failure to state a claim 
when the affirmative limitations defense clearly appears on the face of the complaint.” 
Sanders v. Dep’t of Army, 

 (8th Cir. 1992) (per curiam) (internal citations 
and quotations omitted). Here, Target argues that because the named plaintiffs from 
Alabama and Arizona each allege a purchase date more than one year before the initiation 

of this lawsuit (see Compl. ¶¶ 21–22), their claims are facially barred by the statute of 
limitations. The Court agrees that the Complaint states purchase dates more than a year 
before the filing of this lawsuit, but disagrees that this fact alone bars the Alabama and 
Arizona plaintiffs from proceeding to discovery. Indeed, the case law makes abundantly 
clear that under both Alabama and Arizona law, the statute-of-limitations clock begins to 
run only when a consumer knows or should have known that they have been defrauded. 

Here, nothing in the Complaint establishes when Pearlie Boyd (Alabama) or Alberto 
Camacho (Arizona) knew of the alleged fraud, and neither plaintiff was obliged to plead 
the date they became aware of the fraud to preemptively satisfy a statute of limitations 
defense. Aquilar v. Ocwen Loan Servicing, LLC, 

 (D. Minn. 
2018) (“A plaintiff need not plead facts responsive to an affirmative defense before that 

defense is raised.”) (citing Braden v. Wal–Mart Stores, Inc., 

, 601 n.10 (8th 
Cir. 2009). Target’s arguments for dismissal on statutes of limitation grounds amount to a 
factual dispute over when Ms. Boyd or Mr. Camacho knew or should have known of the 
alleged fraud in the Target Clean program, and this will not be resolved by the Court on a 
motion to dismiss. Hile v. Jimmy Johns Highway 55, Golden Valley, 

, 

847 n.6 (D. Minn. 2012) (“The statute of limitations is an affirmative defense that a 
defendant must plead and prove, . . . and hence questions regarding timeliness generally 
must be resolved by a motion for summary judgment rather than a motion to dismiss.”) 
(internal citation omitted).                                              
         4.   Breach of Warranty                                         
    Plaintiffs assert a common law breach of warranty claim, which the Court will 

assume for the purposes of deciding the pending motion arises under Minnesota law. “To 
establish a breach of warranty claim, a plaintiff must prove: ‘the existence of a warranty, a 
breach, and a causal link between the breach and the alleged harm.’” Bollom v. Brunswick 
Corp., 

, 1220 (D. Minn. 2020) (quoting Peterson v. Bendix Home Sys., 
Inc., 

, 52–53 (Minn. 1982)). Here, Target urges the Court to dismiss the 
breach of warranty claim for several reasons.                             

    Initially, Target argues that the breach of warranty claim depends on the same acts 
and/or omissions as Plaintiffs’ fraud claims, and that if the facts alleged cannot support a 
fraud claim they likewise cannot support a breach of warranty claim. ECF 26 at 32 (citing 
Song v. Champion Petfoods USA, Inc., 

, 1343–46 (8th Cir. 2022) (“Song II”)). 
The  Court  agrees  with  Target  that  Plaintiffs’  breach  of  warranty  theory  depends  on 

substantially the same allegations as their fraud claims and therefore they rise and fall 
together at this stage. But the Court has denied the pending motion with respect to the fraud 
claims, rendering moot this argument in favor of dismissing the breach of warranty claims. 
    Target raises additional arguments specific to the breach of warranty claim. First, 
Target argues that “Target Clean is not a sufficiently certain affirmation of fact that can 

form the basis of a warranty between Plaintiffs and Target, especially where each Product 
discloses its ingredients and where Target explains what Target Clean does and does not 
represent.” Id. at 33. Additionally, Target argues that “Plaintiffs [cannot] allege a breach of 
warranty for off-label statements that Plaintiffs do not claim to have seen.” Id. This 
argument challenges both the formation of a warranty as well as its breach. 

    “An express warranty is created when a seller makes ‘[a]ny affirmation of fact or 
promise . . . to the buyer which relates to the goods and becomes part of the basis of the 
bargain.’” McGregor v. Uponor, Inc., No. 09-cv-1136 (ADM/JJK), 

, at *8 
(D. Minn. Jan. 4, 2010) (quoting 

.2–313(1)(a)) (alterations in McGregor). 
Arguing that Plaintiffs have failed to plead the existence of a warranty, Target again relies 
on Chin, where the court concluded that a label stating that a product was “100% natural” 

was a “product description that does not constitute a written warranty.” 

, 
at *5 (D. Minn. June 3, 2013) (internal quotations omitted). But as noted above, Chin relied 
on numerous cases rejecting claims that the words “100% natural” or “all natural” form an 
express warranty. In other words, Chin ruled on a specific descriptive claim that has been 
the subject of repeated litigation over the years. Furthermore, as discussed above, this is 

not a product description case. It is a case alleging that a retailer, Target, has misrepresented 
its own actions undertaken with respect to marketing others’ products. Plaintiffs allege that 
Target has curated a selection of products under a “Target Clean” labeling program. 
Plaintiffs’  allegations  raise  numerous  questions  about  what  information  consumers 
reasonably possess about the program’s own terms and definition, as well as what a 

consumer  reasonably  understands is  represented  by the Target  Clean  program,  either 
broadly or according to its own “fine print.” In short, Target is alleged to have explained 
the Target Clean program to consumers at various levels of detail and in various places. 
This creates a unique set of factual allegations that the Court cannot simply adjudicate 
within a body of case law, including Chin, that deals with simple, affirmative statements 
placed by a manufacture on its own product labels. Here, the Court concludes that Plaintiffs 

have adequately alleged the existence of a warranty and are entitled to fact discovery to 
substantiate that allegation. Again, developed facts may prove to the contrary, but the 
allegations are adequate for now.                                         
    As for breach of that warranty, Target’s argument appears to blend another factual 
attack about what plaintiffs actually saw (that no breach is possible for claims of the Target 
Clean program “that Plaintiffs do not claim to have seen” (ECF 26 at 33)) with a quasi-

factual attack about how the Target Clean program should be perceived (that Target cannot 
be in breach of an express warranty “when it conformed to its own representations of which 
ingredients were and were not included in the Products” (ECF 38 at 22)). But contrary to 
Target’s arguments, Plaintiffs do, in fact, allege that they saw the Target Clean labeling and 
that the Target Clean program became part of the basis of the bargain of their purchasing 

decisions. See, e.g., Compl. ¶ 21 (“The Target Clean label on the TruBlend Foundation 
impacted Ms. Boyd’s decision to purchase the product and she would not have purchased 
the product, or would have purchased the product under different terms, had she known the 
TruBlend  Foundation contained some unwanted or harmful ingredients.”). The Court 
likewise disagrees that the Complaint has not alleged that Target failed to conform to the 

representations about the ingredients that would not be found in Target Clean products. 
Plaintiffs do so on the Target Clean program’s literal terms (e.g., in the allegations about 
the ingredients in the bronzer product) and they do so on more implicit terms (e.g., alleging 
that Target Clean products deceptively contain equally “unwanted” ingredients to those 
ingredients identified as being “banned”). As above, Target raises serious doubts that any 
of the Plaintiffs were sincerely impacted by the Target Clean labeling, may believe that the 

plaintiffs had more (or less) information about the meaning of the program than they claim, 
and may dispute the allegations around both the presence and the significance of the 
allegedly harmful ingredients not included in the ban. But these are matters for factual 
development in discovery and improper for disposition on a motion to dismiss. 
         5.   Unjust Enrichment                                          
    Finally, Plaintiffs assert a common law unjust enrichment claim, which the Court 

will also assume for the purposes of deciding the pending motion arises under Minnesota 
law. To state a claim for unjust enrichment, a plaintiff must allege facts showing “(1) a 
benefit conferred; (2) the defendant’s appreciation and knowing acceptance of the benefit; 
and (3) the defendant’s acceptance and retention of the benefit under such circumstances 
that it would be inequitable for him to retain it without paying for it.” Christensen L. Off., 

PLLC v. Ngouambe, No. A17-1917, 

, at *6 (Minn. App. May 21, 2018). 
Here, Target argues for dismissal for two reasons.                        
    First, as with Plaintiffs’ breach of warranty claim, Target argues that where an unjust 
enrichment claim depends on common allegations of deception that fail to support a fraud 
claim, the unjust enrichment claim must fail, too. ECF 26 at 34 (citing Song II, 27 F.4th at 

1343–46). Again, the Court agrees with Target that Plaintiffs’ breach of warranty theory 
depends on substantially the same allegations as their fraud claims, but as discussed above, 
the Court has denied Target’s motion with respect to the underlying fraud claims. Target’s 
second basis for dismissal of Plaintiffs’ unjust enrichment claim has to do with the equitable 
nature of the remedy provided by unjust enrichment and Target’s assertion that equitable 
relief cannot be pleaded in the alternative to Plaintiffs’ damages claims. See 

 (citing 

Moreno v. Wells Fargo Bank, N.A., No. 18-cv-2760 (PJS/DTS), 

, at *7 
(D.  Minn. Apr.  1,  2019)  (dismissing  an  unjust  enrichment  claim  that  was  “entirely 
duplicative” of a breach-of-contract claim)). However, “courts routinely decline to dismiss 
unjust-enrichment claims when pleaded in the alternative,” Gisairo v. Lenovo (United 
States) Inc., 

, 893 (D. Minn. 2021), and the Court will do so here. 
Whether this claim is unduly duplicative to other theories pleaded in the alternative can be 

resolved at a later stage. In the meantime, the existence of the unjust enrichment claim will 
not materially alter the scope of litigation, and Target may again seek its disposition at 
summary judgment should facts and plaintiff’s theories point to that outcome.  
    B.   Motion to Strike                                                
    Target’s motion to strike is overwhelmingly directed toward the class allegations 

in the Complaint. However, Target also asks the Court to strike requests for injunctive 
relief. The Court will analyze each request in turn.                      
         1.   Class Claims                                               
    Plaintiffs make nationwide and state-by-state class allegations in the Complaint (see 
Compl. ¶¶ 197–204) but have not yet sought class certification. To certify a class, Plaintiffs 

must show that                                                            
         (1) the class is so numerous that joinder of all members is     
           impracticable;                                                

         (2) there are questions of law or fact common to the class;     
         (3) the claims  or  defenses of  the  representative  parties  are 
           typical of the claims or defenses of the class; and           

         (4) the representative parties will fairly and adequately protect 
           the interests of the class.                                   

Fed. R. Civ. P. 23(a). The Eighth Circuit                                 
         permit[s] class allegations to be stricken at the pleading stage 
         [before certification] if it is apparent from the pleadings that 
         the  class  cannot  be  certified  because  unsupportable  class 
         allegations bring impertinent material into the pleading and    
         permitting  such  allegations  to  remain  would  prejudice  the 
         defendant  by  requiring  the  mounting  of  a  defense  against 
         claims that ultimately cannot be sustained.                     

Donelson, 

 (internal quotations omitted). “[U]nless it appears beyond 
doubt that plaintiffs cannot establish an actionable class action lawsuit, district courts 
regularly deny motions to strike class actions as premature.” Adams v. U.S. Bancorp, 

, 758 (D. Minn. 2022) (citing Rios v. State Farm Fire & Cas. Co., 

, 741–42 (S.D. Iowa 2007)) (internal quotations omitted). Here, Target asks 
the Court to strike plaintiff’s class allegations for three reasons. The Court will analyze 
these in turn.                                                            
    Standing: Target’s arguments regarding standing present a challenge to the Court's 
subject matter jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(1). This raises 
a “facial” standing challenge, which is directed only to the pleadings and essentially applies 
the Rule 12(b)(6) standard. See Osborn v. United States, 

, 729 n.6 (8th Cir. 
1990). When considering a facial attack on jurisdiction, courts presume the facts alleged in 
the complaint to be true. Titus v. Sullivan, 

 (8th Cir. 1993).  To meet the 
burden to allege Article III standing, Plaintiffs must show (1) an injury in fact that (2) is 
fairly traceable to the defendant’s alleged conduct and (3) is likely to be redressed by a 
favorable court ruling. Spokeo, Inc. v. Robins, 

 (2016); Lujan v. Defenders 

of Wildlife, 

, 560–61 (1992). Each named plaintiff in a putative class action 
must allege facts establishing the elements of his or her own standing and may not rely on 
the injuries of unidentified class members. Spokeo, 

 & n.6; see also In re 
SuperValu, Inc., 

 (8th Cir. 2017) (same).                
    Target’s first standing argument has to do with multi-product accusations contained 
within the Complaint, and the fact (as alleged) that no single named plaintiff has purchased 

each of the Target Clean products. Target maintains that since “[n]o Plaintiff purchased all 
of the Target Clean Identified Products[,]” then “no Plaintiff has standing to bring claims 
arising out of all of the Identified Products on behalf of all alleged class members.” ECF 
20 at 7. In response, Plaintiffs once again argue that Target has misapprehended the nature 
of the Complaint (and its class allegations) as a product-description case, rather than a case 

about a “misleading program,” out of which all of the Plaintiffs’ injuries commonly arise. 
ECF 32 at 16. Plaintiffs furthermore suggest that standing is better addressed after class 
certification. ECF 32 at 4.                                               
    There is case law in this district to support both parties’ arguments. Compare, e.g., 
Chin, 

, at *3–4 (plaintiff who purchased one product lacked standing to 

challenge alleged misrepresentations pertaining to another related product that plaintiff had 
not purchased), and Ferrari v. Best Buy Co., No. 14-cv-2956 (MJD/FLN), 

, at *7 (D. Minn. May 12, 2015) (“Plaintiff lacks standing to assert claims on 
behalf of the class for televisions that he did not purchase or advertising that he did not see 
or rely upon”), with Gisairo, 516 F. Supp. 3d at 886 (holding that class certification was 
“logically antecedent” to resolving whether a plaintiff had standing to assert class claims 

related to laptop models other than the one he purchased), and Barclay v. ICON Health & 
Fitness, Inc., No. 19-cv-2970 (ECT/DTS), 

, at *6 (D. Minn. Oct. 15, 
2020) (concluding that the issue of whether plaintiffs may “assert any claims concerning 
treadmill models that they did not purchase” is not an issue of standing but instead “is 
better resolved at class certification”). Other courts have noted that the question of whether 
a named plaintiff who allegedly purchased one product within a grouping of products “can 

adequately represent purchasers of the other products” in that group presents a “critical 
inquiry [as to] whether there is sufficient similarity between the products purchased and 
not purchased.” Astiana v. Dreyer's Grand Ice Cream, Inc., No. C-11-2910 EMC, 

, at *11 (N.D. Cal. July 20, 2012). Here, the Court finds that the critical inquiry 
required in this case will be more suitable to the “rigorous analysis” of class certification, 

where the Court must “probe behind the pleadings” to determine if the requirements of 
Rule 23 are met. Gen. Tel. Co. of Sw. v. Falcon, 

, 160–61 (1982). 
    Target’s second argument on standing deals specifically with class claims brought 
under the two Minnesota statutes invoked by the Complaint. According to Target, Plaintiffs 
may not bring class claims under the MCFA or MUDTPA because “no Plaintiff is a resident 

of  Minnesota,  and  no  Plaintiff  purchased  any  Target  Clean  Identified  Product  in 
Minnesota.” ECF 20 at 10. In support of this position, Target cites case law for the 
proposition that “Article III standing for state-law claims is necessarily lacking when no 
plaintiff is alleged to have purchased a product within the relevant state.” 

 at 11 (quoting 
McAteer v. Target Corp., No. 18-cv-349 (DWF/LIB), 

, at *3 (D. Minn. 
July 26, 2018)). Plaintiffs, in turn, argue that both Minnesota statutes provide a cause of 

action for “any person” injured by a violation of either law, and that “nothing in the text of 
the  MCFA  or  MUDPA  supports  [Target’s]  argument  or  prohibits  non-residents  from 
bringing claims against entities whose wrongful acts occurred in Minnesota.” ECF 32 at 
23 (quoting 

, subd. 3a and Minn. Stat. § 325D.072). Plaintiffs also argue 
that Targets’ position would require a premature choice-of-law analysis that is better 
postponed until class certification. Id. at 20 (citing Chen v. Target Corp., No. 21-cv-1247 

(DWF/DTS), 

, at *7 (D. Minn. May 19, 2022)).               
    Here, there is again abundant case law on both sides, and the Court will once more 
follow those cases that defer the resolution of state-law standing until class certification is 
sought. See In re Pork Antitrust Litig., 

, 776 (D. Minn. 2020) (denying 
defendant’s motion to strike state-claims arising under the laws of states from which there 

was no representative plaintiff in the complaint because in class action cases the Court may 
defer standing questions as “logically antecedent” to class certification); Hudock v. LG 
Elecs. U.S.A., Inc., No. 16-cv-1220 (JRT/FLN), 

, at *2 (D. Minn. Mar. 
27, 2017) (“[T]he Court can determine during the class certification process whether 
Plaintiffs’ can bring claims under the laws of states in which no currently-named plaintiff 

resides. . . .”).                                                         
    To be sure, nothing about the Court’s deferment is an endorsement of Plaintiffs’ 
argument that any plaintiff in this matter necessarily has Article III standing to sue under 
Minnesota law for purchases made outside of the state due to the language of the statute. 
Instead, the Court’s deferment is a practical decision and echoes Chen by acknowledging 
that the considerable geographic reach of Target, a major nationwide retailer, makes it 

“unlikely that any alleged liability is limited to the states in which a Plaintiff is currently 
named.” 

, at *4; accord In re Buspirone Pat. Litig., 

  (S.D.N.Y.  2002)  (deferring  standing  analysis  in  nationwide  antitrust  and  unfair 
competition  lawsuit  until  class  certification  because  “[i]f  certification  is  granted,  the 
proposed class would contain plaintiffs who have personal standing to raise claims under 
the laws governing purchases in all of the fifty states, and the only relevant question about 

the named plaintiffs’ standing to represent them will be whether the named plaintiffs meet 
the ordinary criteria for class standing”); Gisairo, 516 F. Supp. 3d at 887 (deferring 
standing questions, but reminding that “[w]ithout question, at least one named plaintiff 
must [ultimately] have standing”) (citing In re SuperValu, Inc., 

). This is 
particularly true as to whether there is likely to be a named Minnesota plaintiff in a case 

involving Target, which is a dominant market player in the state.         
    This case is in its infancy. “Plaintiffs have not had the opportunity to discover and 
present  evidence  pertinent  to  the  commonality  and  typicality  of  the  proposed  class-
members’ claims.” Samaha v. City of Minneapolis, 

, 946 (D. Minn. 
2021). Indeed, Plaintiffs readily concede that the pleadings may eventually need to be 

restructured through amendment to resolve standing challenges posed by the nature of this 
lawsuit. See ECF 32 (maintaining that, in the alternative, Plaintiffs “can easily amend their 
complaint to create product-specific nationwide subclasses comprised of the Identified 
Product at issue”). “If standing issues remain after class certification, Defendants are free 
to make a motion at that time.” In re Pork Antitrust Litig., 495 F. Supp. 3d at 776 (internal 
quotations omitted).                                                      

    Alabama  Class  Ban:  Target  seeks  to  strike  class  allegations  arising  under 
Alabama’s Deceptive Trade Practice’s Act (“ADTPA”) because of a limitation written into 
the statute by the Alabama legislature that purports to ban the formation of class actions. 
ECF 20 at 11–12. The relevant portion of the statute reads as follows:    
         A  consumer  or  other  person  bringing  an  action  under  this 
         chapter may not bring an action on behalf of a class. The       
         limitation in this subsection is a substantive limitation and   
         allowing a consumer or other person to bring a class action or  
         other representative action for a violation of this chapter would 
         abridge, enlarge, or modify the substantive rights created by   
         this chapter.                                                   

(f). Plaintiffs argue that the state of Alabama cannot proscribe the 
formation of a class action lawsuit in federal court pursuant to Rule 23 and the Rules 
Enabling Act. ECF 32 at 17–18.                                            
    As previously discussed, Rule 23 governs the formation of classes in federal 
litigation. The Rules Enabling Act states that                            
         (a)  The  Supreme  Court  shall  have  the  power  to  prescribe 
         general rules of practice and procedure and rules of evidence   
         for  cases  in  the  United  States  district  courts  (including 
         proceedings before magistrate judges thereof) and courts of     
         appeals.                                                        

         (b)  Such  rules  shall  not  abridge,  enlarge  or  modify  any 
         substantive right. All laws in conflict with such rules shall be 
         of no further force or effect after such rules have taken effect. 

. In Shady Grove Orthopedic Associates, P.A. v. Allstate Insurance Co., 
the Supreme Court considered whether a New York statutory ban on the formation of 

certain class action lawsuits trumped Rule 23 or vice versa under the Rules Enabling Act. 

 (2010). When faced with a conflict between a federal rule and a state law, 
the plurality opinion by Justice Scalia concluded that federal courts should first look to the 
rule itself to determine whether it was substantive or procedural. Id. at 410. A procedural 
rule would control over state law, regardless of its effect on any state right. Id. A separate 
concurrence by Justice Stevens urged that the nature of the federal rule alone could not end 

the analysis and that the federal courts must be mindful at all times of the nature of the state 
law in question and the effect of the application of the federal rule on that law. Id. at 421 
(“A federal rule, therefore, cannot govern a particular case in which the rule would displace 
a state law that is procedural in the ordinary use of the term but is so intertwined with a 
state right or remedy that it functions to define the scope of the state-created right.”). Both 

Justices Scalia and Stevens agreed that the particular New York state law banning class 
formation in certain lawsuits was procedural, and both concluded that the operation of Rule 
23 over that ban did not violate the Rules Enabling Act. Compare id. at 408, with id. at 
436.                                                                      
    How to apply Shady Grove’s 4-1-4, majority-free decision has vexed the district 

courts ever since. To start, many courts have concluded that Shady Grove’s concurrence 
by  Justice  Stevens  represents  the  narrowest  concurring  viewpoint  and  therefore  the 
controlling opinion of the case. See, e.g., Davenport v. Charter Commc’ns, LLC, 

, 1050–51 (E.D. Mo. 2014) (collecting cases applying the Justice Steven’s 
concurrence but noting the lack of an Eighth Circuit holding). Others have concluded 
differently on this threshold question. See Wittman v. CB1, Inc., No. CV 15-105-BLG-

BMM, 

, at *5–6 (D. Mont. June 1, 2016) (collecting cases adopting the 
plurality  opinion  of  Justice  Scalia  or  otherwise  declining  to  adopt  Justice  Stevens’s 
concurrence). In the specific context of class-action bans in state-law consumer protection 
statutes, courts applying the Shady Grove concurrence have frequently concluded that such 
bans affect a substantive right and therefore cannot be overruled by Federal Rule 23. See, 
e.g., In re Target Corp. Data Sec. Breach Litig., 

 (D. Minn. 

2014) (ADPTA class action ban “defines the scope” of a substantive right and therefore 
controls over Rule 23); Davenport, 

 (same ruling with respect to 
Kentucky consumer protection class action ban); In re Auto. Parts Antitrust Litig., 

, 1012–13 (E.D. Mich. 2014) (same ruling with respect to South Carolina class 
action ban). But courts that do not apply Justice Stevens’s concurrence as the controlling 

opinion have held otherwise. See, e.g., Wittman, 

 at *6; In re Hydroxycut 
Mktg. & Sales Pracs. Litig., 

 (S.D. Cal. 2014) (“[A] rule barring class 
actions does not prevent individuals who would otherwise be members of the class from 
bringing their own separate suits or joining in a preexisting lawsuit. The substantive rights 
of these individuals are not affected.”).                                 

    Notably, the Eleventh Circuit has held that whether applying the concurrence or the 
plurality opinion, the outcome is the same for ADTPA’s class action ban. See Lisk v. 
Lumber One Wood Preserving, LLC, 

 (11th Cir. 2015). In reaching this 
conclusion, the Lisk court explicitly rejected that Alabama’s statutory ban on class action 
formation under the ADPTA implicated any substantive right. 

 (noting that 
because ADPTA allows for class actions “so long as they are brought by the [Alabama] 

Attorney General or a district attorney,” it was “difficult to conclude that Rule 23 abridges, 
enlarges, or modifies a substantive right in Alabama, when all the statute does is prescribe 
who can bring a class claim based on the very same substantive conduct.”). According to 
Lisk, the substantive rights and obligations imposed by ADPTA were more fundamental:  
         [Defendant’s] substantive obligation was to comply with the     
         ADTPA—to  make  only  accurate  representations  about  its     
         product. The substantive right of [plaintiff] and other buyers  
         was  to  obtain  wood  that  complied  with  Lumber  One's      
         representations. . . . Rule 23 alters these substantive rights and 
         obligations not a whit; with or without Rule 23, the parties have 
         the same substantive rights and responsibilities.               

; accord Scola v. Publix Supermarkets, Inc., 

 (6th Cir. 
2014) (state pleading requirement was “procedural in nature” in part because it “did not 
alter any of the elements of an age-discrimination claim under state law”). 
    This Court will follow Lisk, a thorough and highly persuasive decision from the 
federal appellate court most likely to consider the ADPTA. The substantive right created 
by ADPTA is that of a consumer’s private right of action to sue for damages arising from 
deceptive trade practices. A federal court’s capacity under Rule 23 to gather consumers 
under a properly certified class is, in essence, a matter of organizational housekeeping, not 
an enlargement of a substantive right. The State of Alabama may organize consumer 
lawsuits in its own courts differently, but cannot impose those preferences on the federal 
courts.5 The motion to strike is therefore denied with respect to the Alabama consumer 
class claims.                                                             

    Breach of Warranty Laws: Target next seeks to strike nationwide class allegations 
of breach of warranty, both express and implied. See ECF 20 at 12. According to Target, 
each claim in this case requires an individualized choice-of-law analysis (citing Phillips 
Petroleum Co. v. Shutts, 

, 822–23 (1985)), and that “clear differences in state 
breach of warranty laws are sure to preclude class certification because individual legal 
issues will necessarily predominate under Rule 23(b) or of due process considerations 

related to conflicts of laws.” 

 at 12–13. In support of this latter proposition, Target cites 
Hudock v. LG Electronics U.S.A., Inc., No. 16-cv-1220 (JRT/KMM), 

, 
at *7 (D. Minn. Mar. 30, 2020). Id. at 13. But reliance on this case demonstrates the flaw 


    5 Target attempts to diminish the Lisk ruling in part by noting that it predates a 2016 
amendment to ADTPA, in which the state legislature added language that the class action 
ban is a “substantive limitation and allowing a consumer or other person to bring a class 
action or other representative action for a violation of this chapter would abridge, enlarge, 
or modify the substantive rights created by this chapter.” 

(f). But 
clearly, the nuanced analysis required under the Rules Enabling Act, as guided by Shady 
Grove, does not hinge on whether a state simply says that a given law does or does not 
implicate a substantive right. Indeed, Lisk acknowledged that Alabama had placed its class 
action ban in the substantive text of ADTPA (as opposed to the New York ban considered 
in  Shady  Grove,  which  was  included  in  a  procedural  provision  of  state  law),  and 
nevertheless concluded that “how a state chooses to organize its statutes affects the [Rules 
Enabling Act] analysis not at all.” 

. This Court cannot substitute the 
opinion  of  Alabama’s  legislators  for  the  requisite  substantive  rights  analysis,  and 
Alabama’s amendment does not change the outcome. See Jones v. Coty, 

  (S.D.  Ala.  2018)  (“Whether  the  Alabama  Legislature  chooses  to  label 
something a ‘substantive right’ is certainly not dispositive of, and perhaps not even relevant 
to, the matter of whether a substantive right actually is at stake for Rules Enabling Act 
purposes.”); In re Takata Airbag Prod. Liab. Litig., 

, 1321 n.7 (S.D. 
Fla. 2020) (same).                                                        
in Target’s argument. Hudock is a decision reached on a class certification motion, not a 
motion to strike. On a motion to strike, the question before the Court is not whether Target 

has a good argument that one or more class claims will not be certified, but whether it 
“appears beyond doubt” that Plaintiffs “cannot” certify a class around their claims as 
pleaded. U.S. Bancorp, 635 F. Supp. 3d at 758. That is not the case here. The Court defers 
consideration of the choice-of-law issues posed by Plaintiffs’ breach of warranty claims 
until class certification is sought.                                      
    Overbreadth: Target makes a number of arguments that Plaintiffs’ class definitions 

are overbroad and should therefore be stricken. The Court will take these arguments in 
turn.                                                                     
    First, Target asserts that Plaintiffs’ have failed to identify “any ascertainable time 
period that would limit when an eligible class member purchased a Target Clean Identified 
Product.” ECF 20 at 15. According to Target, each of the common law and statutory claims 

comprising Plaintiffs’ nationwide class claims has, “at most, a statutory limitations period 
of six years,” while each of the state-subclass claims proceeds under a “statutory limitation 
periods in the range of one year to six years.” Id. Plaintiffs respond that statutes of 
limitation create an affirmative defense that a plaintiff need not plead around, and that 
setting that fact aside, there are numerous reasons that one or more statutes of limitation in 

this case may have been tolled. See ECF 32 at 25–27 (arguing the “Court should deny 
Target’s attempt to impose such sweeping legal and factual determinations at this stage”). 
Assuming without deciding that Target has accurately represented the statute of limitations 
for each of Plaintiffs’ statutory and common law claims, the Court finds that the Complaint 
is sufficiently certain on the time period that would limit the eligible class members in this 
case. As discussed previously, the Complaint clearly alleges that the Target Clean program 

began in 2019. This case was brought in 2023. To the extent that Target views the class 
definition as too broad and uncertain to proceed under Rule 23, this is once again premature 
as no class certification has been sought. Moreover, Plaintiffs allege an eligible class of 
consumers that extends back, at most, four years from the filing of the Complaint. To the 
extent that Target views the lack of additional date specificity as potentially problematic 
for determining the operation of various statutes of limitation, the Court observes again 

that the statute of limitations is an affirmative defense that a defendant must plead and 
prove. Target may take discovery on Plaintiffs’ claims and lodge such statute of limitations 
defenses as are supported by evidence at the appropriate time.            
    Second, Target argues that Plaintiffs’ class definitions are too broad because they 
would include individuals who were not misled by the “Target Clean” advertising, did not 

rely on that advertising in any way, and did not sustain any sort of recoverable injury. 
Rather, a class member need only have purchased one of the 13 Target Clean Identified 
Products.” ECF 20 at 18. Target quotes Hudock v. LG Electronics USA for the proposition 
that “fraud cases often are unsuitable for class treatment, because proof often varies among 
individuals  concerning  what  representations  were  received,  and  the  degree  to  which 

particular  persons  relied  on  the  representations.”  

,  776  (8th  Cir.  2021) 
(“Hudock II”). Hudock II, a decision rendered on appeal of a district court class certification 
order discussed immediately above, observes an important reality about the nature of fraud 
claims that may indeed bear on the contours of any certification (or failure in certification) 
of a class in this case. However, it plainly does not state a bright-line rule that fraud claims 
are per se incompatible with the requirements of Rule 23. Indeed, Plaintiffs’ preview a 

number of arguments for why individual reliance issues will not limit their ability to certify 
a class under Minnesota law in this litigation. See ECF 32 at 28–29. At this juncture, having 
determined that the named plaintiffs have stated individual fraud claims sufficient to 
survive a motion to dismiss, the Court will once more defer adjudication of the suitability 
of those claims to a broader class of plaintiffs if and when certification of such a class is 
sought.                                                                   

         2.   Injunctive Claims                                          
    Finally, the Court turns to Target’s request to strike any request for injunctive relief 
from the Complaint. This request, which would include striking the entirety of Count VII 
alleging violations of MUDTPA, is due to a purported lack of allegation of any threat of 
ongoing or future harm. See ECF 20 at 19–21. This argument again invokes standing, 

which as discussed above, requires that a plaintiff show (1) an injury in fact that (2) is fairly 
traceable to the defendant's alleged conduct and (3) is likely to be redressed by a favorable 
court ruling. Spokeo, 

. When a plaintiff seeks injunctive relief, “the ‘injury 
in fact’ element of standing requires a showing that the plaintiff faces a threat of ongoing 
or future harm.” Park v. Forest Serv. of U.S., 

 (8th Cir. 2000); see also 

City of Los Angeles v. Lyons, 

, 101–05, 107 n.8 (1983) (stating that the threat 
of future injury must be “real and immediate”).                           
    MUDTPA provides an injunctive remedy. Minn. Stat. § 325D.45; see also Barclay 
v. Icon Health & Fitness, Inc., No. 19-cv-2970 (ECT/DTS), 

, at *1 (D. 
Minn. Feb. 17, 2022) (“The M[U]DTPA’s only remedy is injunctive relief.”). The statute 
provides this remedy only for a “person likely to be damaged by a deceptive trade practice.” 

Minn. Stat. § 325D.45, subd. 1. Because MUDTPA provides injunctive relief only for a 
person likely to be damaged, it provides relief from future damage, not past damage. 
Lofquist v. Whitaker Buick-Jeep-Eagle, Inc., C5-01-767, 

, at *2 (Minn. 
Ct. App. Dec. 4, 2001) (internal quotations omitted). As such, a MUDPTA claim requires 
a showing of likely future harm that is seemingly “indistinguishable from Article III's 
threat-of-future-harm requirement for injunctive relief.” Barclay, 

, at *2 

(D. Minn. Feb. 17, 2022) (“In other words, under the M[U]DTPA, like Article III, a 
plaintiff cannot obtain an injunction without showing a likelihood of future injury.”).  
Therefore, “to state a [MU]DTPA claim, the plaintiff must allege ‘a likelihood of future 
harm.’” Jaskulske v. State Farm Mut. Auto. Ins. Co., No. 14-cv-869 (PAM/TNL), 

, at *6 (D. Minn. Nov. 3, 2014) (quoting Gardner v. First Am. Title Ins. Co., 

 (D. Minn. 2003)); see also Knotts v. Nissan N. Am., Inc., 

 (D. Minn. 2018) (“A plaintiff asserting a claim under the M[U]DTPA 
must allege an irreparable injury or threat of future harm in order to withstand a motion to 
dismiss.”); Cleveland v. Whirlpool Corp., 

,677 (D. Minn. 2021) (same). 
    Here, the Court will deny the motion to strike injunctive claims for three reasons. 

First,  the  Court  notes  that  this  request  to  entirely  “strike”  injunctive  relief  from  the 
Complaint operates indistinguishably from a request for dismissal of claims under Rule 
12(b)(6). Here, Target chose to bring exhaustive motions under both Rule 12(b) and Rule 
12(f) in an attempt to kill this litigation outright. This was certainly Target’s prerogative. 
However, to whatever extent that Target’s maximalist approach left no room in its “motion 
to dismiss” for this additional argument on injunctive standing, the Court is disinclined to 

entertain it as a request to “strike” injunctive claims. Accord Carlson Mktg. Grp., Inc. v. 
Royal Indem. Co., No. 04-cv-3368, 

, at *2 (D. Minn. Oct. 11, 2006) 
(arguments  suited  for  a  memorandum  in  support  of  summary  judgment  were  not 
appropriately lodged via a separate “motion to strike”).                  
    Second, and more substantively, the Court disagrees that the Complaint fails to 
allege a likelihood of future harm that is sufficient for the pleading stage. Here, the 

Plaintiffs allege that Target’s misrepresentations are ongoing and seek injunctive relief due 
to a continuing threat of harm. See e.g., Compl. ¶¶ 14, 300, 324, 368. Admittedly, there is 
a tension between the allegation that a person has been deceived by an allegedly fraudulent 
practice and the allegation that this same person could or will be deceived by the same 
practice again. However, as this Court has recently explained, “the threat of future harm 

can be situated in an injury other than a repeat case of deception,” such as where a consumer 
is deceived once and thereafter harmed by being unable to rely on advertising or labeling 
in the future, absent an injunction. Mekhail v. N. Mem'l Health Care, No. 23-cv-440 
(KMM/TNL), 

, at *10 (D. Minn. Mar. 28, 2024) (citing Davidson v. 
Kimberly-Clark Corp., 

 (9th Cir. 2018)). Moreover, this Court noted that 

denying injunctive standing to a consumer who has been allegedly deceived by an ongoing 
business practice simply because that consumer is unlikely to be personally deceived again, 
while ignoring the obvious implication of ongoing harm to other consumers, can risk 
rendering the public interest element of consumer protection law toothless. 

 This is 
especially true for a statute whose only remedy is injunctive.            

    Third, and finally, the Court concludes that the question of whether these Plaintiffs 
will ultimately be entitled to injunctive relief is premature. See Barclay, 

 
at *5 n.2 (concluding that the argument that there is no threat of future injury once a 
plaintiff becomes aware of an allegedly deceptive practice is better suited for determining 
whether the plaintiff is “entitled to injunctive relief on the merits, not whether they have 
standing”). In general, the Court expects Plaintiffs to appropriately narrow their theories of 

liability and requests for relief in this case based on the evidence that is developed. And 
should discovery provide facts further supporting the argument that Plaintiffs cannot show 
a likelihood of future harm, nothing prevents Target from seeking summary judgment on 
the MDPTA claim at the appropriate time.                                  
I.  Order                                                                 

    For the foregoing reasons, IT IS HEREBY ORDERED that:                
    1.  Defendant’s Motion to Dismiss (ECF 24) is DENIED; and            
    2.  Defendant’s Motion to Strike (ECF 18) is DENIED.                 

Date: September 25, 2024            s/ Katherine M. Menendez             
                                   Katherine M. Menendez                 
                                   United States District Judge          

                UNITED STATES DISTRICT COURT                             
                    DISTRICT OF MINNESOTA                                

Pearlie Boyd, Alberto Camacho, Dieisha  No. 23-CV-02668 (KMM/DJF)        
Hodges, Monic Serrano, Sienna Guerrero-                                  
Brown, Stephanie Puckett, Genna Unley,                                   
Connie Wilson, Cami McEvers, Laurie                                      
Cahill, Harmony Deflorio, Joslyn Sanders,                                
Marsha Solmssen, and Jessica Brodiski                                    
individually and on behalf of all others                                 
similarly situated,                         ORDER                        

               Plaintiff,                                                

v.                                                                       

Target Corp.,                                                            

               Defendant.                                                


    This is a consumer-fraud action brought against Defendant Target Corp. (“Target”), 
a national retailer headquartered in Minnesota, by a group of 14 named plaintiffs on behalf 
of a putative nationwide class. Collectively, the Court will hereafter refer to all plaintiffs, 
either named or unnamed potential class members, as “Plaintiffs.” Plaintiffs allege that 
Target has deliberately misled consumers by labeling certain products in its stores as being 
“Target Clean,” when such products are in fact “unclean.” ECF 1 (Complaint (“Compl.”)) 
¶ 1. Before the Court are two motions: Target’s Motion to Dismiss (ECF 24) and Motion 
to Strike (ECF 18). For the reasons that follow, both motions are DENIED. Although the 
Court  acknowledges  that  some  of Target’s  arguments  present  a  close  call,  the Court 
concludes that, at this stage and in light of the detailed allegations in the Complaint, 
dismissal is not appropriate.                                             
I.  Background                                                           
    According to Plaintiffs, Target launched a program called Target Clean in 2019. 

Compl. ¶ 105. Target allegedly used Target Clean labeling to designate certain beauty 
products1 (hereafter referred to as the “Target Clean Beauty Products”) that it sells in its 
stores. See id. ¶ 3–4. Plaintiffs maintain that Target uses the Target Clean label to “help 
shoppers distinguish products that Target has identified and marketed as ‘clean’ products.” 
Id. ¶ 3. According to Plaintiffs, Target represents that the labeled products are “clean” 
because  they  are  “free  from  ‘commonly  unwanted’  chemicals  or  ingredients”  and 

“‘formulated without ingredients [consumers] may not want.’” Id. ¶¶ 2, 14. Plaintiffs allege 
that the labeling is made independently of manufacturer claims, and that at least some 
Target Clean products are not labeled or marked with a similar claim or description by the 
manufacturer. Id.                                                         
    Plaintiffs allege that Target designates the Target Clean Beauty Products primarily 

through labels and in-store signage. Plaintiffs allege that Target uses a bright green hexagon 
within which is Target’s typical “bullseye” logo and the word “clean.” Id. ¶ 5. The Target 
Clean label is sometimes affixed to individual shelf labels associated with particular 
products (for example, alongside a price label). See, e.g., id. ¶ 8. Target also uses the label 
on larger display signs that offer a short explanation of the Target Clean program including 

a brief explanation of Target’s criteria for designating a product as being Target Clean. Id. 


    1 Target is also alleged to have used Target Clean labeling in association with oral 
care and deodorant products. See Compl. at 62 n.119. Plaintiffs allege that Target applies 
different criteria to the labeling of non-beauty products. Id.            
¶ 5. Target also maintains a website containing more detailed information about the Target 
Clean program. Id. at 2 n.1.                                              

    Target has identified 13 ingredients as being “banned” from Target Clean Beauty 
Products. Id. ¶ 4. These ingredients are: propylparaben and butylparaben, phthalates, 
formaldehyde,  formaldehyde  donors,  nonylphenol  ethoxylates,  oxybenzone,  sodium 
laureth  sulfates,  retinyl  palmitate,  hydroquinone,  triclosan,  triclocarban,  butylated 
hydroxyanisole, butylated hydroxytoluene. Id. The Complaint includes details about the 
purported harmfulness of each of these ingredients to human health. Plaintiffs’ general 

allegation is that all these ingredients have “known impacts on human health and the 
environment” and that this is why Target represents that Target Clean Beauty Products do 
not contain them. Id. The Court will hereafter refer to these ingredients collectively as the 
“banned ingredients.”                                                     
    According to Plaintiffs, Target designed and describes the Target Clean program as 

a shopping assistant for health-conscious consumers. For example, Plaintiffs allege that 
one  Target  merchandise  executive  characterized  the  labeling  program  as  allowing 
customers to “easily shop for [products] that are formulated without a group of commonly 
unwanted chemicals they may not want included in their daily beauty routines.” Id. ¶ 107. 
Another executive described the program as “tak[ing] the complications out of finding 

better-for-you product options.” Id. ¶ 108. In essence, Plaintiffs allege that the Target Clean 
program offers a curated shopping list that “tak[es] the research and analysis piece out of 
the equation” and conveys to the consumer that Target has done that work for them. Id. ¶ 
109. But, in reality, Plaintiffs allege that the Target Clean program is nothing more than a 
corporate “greenwashing” scheme that uses Target’s goodwill and reputation to dishonestly 
piggyback on a growing consumer demand for “safer, cleaner, and more natural products.” 

Id. ¶ 42; see also, e.g., id. ¶¶ 11, 13 (“Target has taken advantage of consumers’ desire to 
find cleaner products by creating and over-using the ‘Target Clean’ label on products that 
have not actually earned the clean label . . . .”).                       
    Specifically, Plaintiffs allege several ways that the Target Clean program misleads 
consumers. For example, that Target claims labeled products do not contain any of the 
banned ingredients, but in fact some products do contain those ingredients. Id. ¶ 5. Plaintiffs 

allege that at least one product, the Physicians Formula Magic Mosaic Bronzer, contains 
propylparabens.  Id.  ¶  168.  In  another  example,  Plaintiffs  claim  that  although Target 
purports to maintain informational signage about Target Clean in its stores, the Target Clean 
label is sometimes attached to products without any accompanying explanation or “fine 
print.”  Id.  ¶  9.  Plaintiffs  allege  that  this  practice  creates  a  “paramount  level  of 

misrepresentation . . . . because a consumer is not likely to examine marketing labels not 
directly  found  on  a  product  or  disclaimers  in  fine  print.”  Id.  Other  alleged 
misrepresentations2 are more nuanced. Perhaps the central allegation of the Complaint is 
that the Target Clean program is deceptive because it represents that a product that does 

not contain any of the banned ingredients can be perceived as “clean,” or free of unwanted 
and harmful substances. Plaintiffs allege that this is untrue because Target Clean products 
contain ingredients that are equally or more harmful to humans than the banned ingredients. 
Id. ¶ 5; see, e.g., id. ¶ 195 (“Relying on a narrow subset of ingredients to make a ‘clean’ 
claim and ignoring other harmful or  potentially harmful  ingredients is misleading to 
consumers[.]”).                                                           

    Plaintiffs brought their Complaint in this Court on August 29, 2023. They cite 
numerous causes of action, both statutory and at common law. Counts I and II involve 
allegations of common law breach of warranty, express and implied. Id. ¶¶ 205–16. Count 
III claims common law fraud. Id. ¶¶ 217–20. Count IV claims negligent misrepresentation. 
Id. ¶¶ 222–28. Count V claims unjust enrichment. Id. ¶¶ 229–35. Counts VI and VII allege 



    2 Plaintiffs also allege that Target represents that the Target Clean Beauty Products 
do not contain banned ingredients above a certain threshold, thereby implying the safety of 
concentrations below that threshold. Compl. ¶ 5. But Plaintiffs say that this representation 
is false because the threshold designated by Target for at least some of the ingredients is 
not, in fact, safe. Id. However, this allegation is not meaningfully substantiated in the 
Complaint nor directly addressed in Plaintiffs’ opposition briefing to the pending motion. 
For example, Plaintiffs do not offer additional allegations or argument to support their 
contention that the banned ingredients are unsafe even below the threshold identified by 
Target, do not explain whether they believe there is a safe level for any of the banned 
ingredients, and do not state whether they believe any of the Target Clean beauty products 
actually contain the banned ingredients at concentrations below the threshold identified by 
Target but at levels nevertheless alleged to be harmful. To the extent that Plaintiffs intended 
to allege a discrete misrepresentation in Target’s statement, the Court would dismiss 
without prejudice. If Plaintiffs do intend to pursue this “unsafe thresholds” theory of 
liability in this case, it will require more substantive pleading.        
violations of the Minnesota Consumer Fraud Act (“MCFA”) and the Minnesota Uniform 
Deceptive Trade Practices Act (“MDTPA”), respectively. Id. ¶¶ 236–59. Each of the 

foregoing is alleged on behalf of a putative nationwide class. Counts VIII–XXII allege 
violations of numerous states’ consumer fraud and protection statutes. Id. ¶¶ 260–457 
(alleging violations of Alabama, Arizona, California, Colorado, Florida, Illinois, Indiana, 
Michigan, New Hampshire, New York, Oklahoma, and Washington consumer fraud and 
protection statutes). Each of these counts is brought on behalf of a putative state subclass. 
    Each of the named plaintiffs purchased one or more of a group of 14 “identified” 

Target Clean Beauty Products that Plaintiffs allege “are not actually ‘clean’ and do contain 
unwanted or harmful ingredients.” See id. ¶ 16. Each named plaintiff is a resident of one 
of the 12 states for which the Complaint alleges a putative statewide class. See id. ¶ 35. 
Generally, each named plaintiff alleges that they “tr[y] to purchase clean products” and that 
the claims of the Target Clean program “impacted” their buying choices. See, e.g., id. ¶ 34 

(allegations of named plaintiff Jessica Brodiski). Furthermore, each named plaintiff alleges 
they would not have purchased the identified Target Clean beauty product or would have 
purchased the product “under different terms,” had they known the product contained 
“unwanted or harmful ingredients.” Id. The nationwide claims are brought on behalf of a 
putative class comprising “all citizens of the United States” who purchased an identified 

Target Clean Beauty Product, and the statewide class claims are brought on behalf of 
putative classes comprising “all citizens” of each identified state who purchased a Target 
Clean Beauty Product. Id. ¶ 197.                                          
    Rather than answer the Complaint, Target filed the two pending motions. In its 
motion to dismiss, Target seeks the dismissal of the entire complaint, mostly for failure to 

state a claim under Rule 12(b)(6). Because many of Plaintiffs’ statutory consumer fraud 
claims share elements and pleading requirements and are essentially interchangeable at this 
stage in the litigation, Target makes consolidated legal arguments applicable to all of them. 
See ECF 26 (Def.’s Mem. in Supp. of Mot. to Dismiss) at 11. These arguments also apply 
to Plaintiffs’ common law claims of fraud and negligent misrepresentation. Effectively, if 
the Court agrees with Target’s arguments on the insufficiency of Plaintiffs’ fraud pleadings, 

then Counts III–XXII would all be dismissed for the same or similar reasons. Target also 
makes claim-specific arguments for dismissal of Plaintiffs’ breach of warranty and unjust 
enrichment claims (id. at 32–34), as well as legally discrete arguments for dismissal of 
Plaintiffs’ Alabama, Arizona, California, and Washington statutory claims (id. at 28–32). 
Separately,  in  its  motion  to  strike,  Target  asks  this  Court  to  strike  Plaintiffs’  class 

allegations, as well as any request for injunctive relief, from the Complaint. See generally, 
ECF 20 (Def.’s Mem. in Supp. of Mot. to Strike).                          
II.  Legal Standards                                                     
    A.   Motion to Dismiss                                               
    To survive a Rule 12(b)(6) motion to dismiss, a complaint must contain “enough 

facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 

 (2007). This standard does not require the inclusion of detailed factual 
allegations in a pleading, but the complaint must contain facts with enough specificity “to 
raise a right to relief above the speculative level.” 

. “Threadbare recitals of the 
elements of a cause of action, supported by mere conclusory statements,” are not sufficient. 
Ashcroft v. Iqbal, 

 (2009) (citing Twombly, 

). In applying 

this standard, the Court must assume the facts in the complaint to be true and take all 
reasonable inferences from those facts in the light most favorable to the plaintiff. Morton 
v. Becker, 

 (8th Cir. 1986); see also Waters v. Madson, 

 
(8th Cir. 2019).                                                          
    B.   Motion to Strike                                                
 “The court  may  strike  from a  pleading  an insufficient  defense  or  any  redundant, 

immaterial, impertinent, or scandalous matter.” Fed. R. Civ. P. 12(f). However, this is an 
“extreme measure [such that] motions under Rule 12(f) are viewed with disfavor in the 
Eighth Circuit and are infrequently granted.” E.E.O.C. v. Prod. Fabricators, Inc., 

 (D. Minn. 2012) (citing Stanbury Law Firm, P.A. v. Internal Revenue 
Serv., 

 (8th Cir. 2000); see also Donelson v. Ameriprise Fin. Servs., 

Inc., 

 (8th Cir. 2021) (“[S]triking a party’s pleading is an extreme and 
disfavored measure.”) (cleaned up). “[D]espite this, it is sometimes appropriate to strike 
pleadings, such as when a portion of the complaint lacks a legal basis,” Donelson, 

, and therefore “[j]udges enjoy liberal discretion to strike pleadings under Rule 
12(f),” BJC Health Sys. v. Columbia Cas. Co., 

 (8th Cir. 2007). When 

contemplating  a  motion  to  strike  a  pleading  based  on  legal  deficiency,  courts  have 
compared the legal standard to that of a motion to dismiss, in that the pleading “must be 
accepted as true and the Court must find that [it] is legally insufficient” to state a claim. 
Product Fabricators, 

 (citing United States v. NHC Health Care 
Corp., No. 00-3128-CV-S-4-ECF, 

, at *1 (W.D. Mo. Dec. 29, 2000)). 

III.  Discussion                                                          
    A.   Motion to Dismiss                                               
    Target makes broad thematic legal arguments that are directed to the sufficiency of 
all of Plaintiffs’ fraud-based claims, followed by discrete arguments against specific fraud 
claims and Plaintiffs’ other claims. The Court will address the former arguments first, 
before turning to Target’s specific reasons for dismissing other claims in the Complaint. 

         1.   Fraud Claims                                               
    Target argues that Plaintiff’s fraud-based allegations fail under both Rule 9(b) and 
Rule 12(b) of the Federal Rules of Civil Procedure.                       
    Rule 9(b) Dismissal: Target first seeks the dismissal of Plaintiffs’ fraud-based 
allegations due to a purported failure to plead with specificity. ECF 26 at 12–14. “In 

alleging  fraud  or  mistake,  a  party  must  state  with  particularity  the  circumstances 
constituting fraud or mistake.” Fed. R. Civ. P. 9(b). The complaint must therefore set forth 
“the who, what, when, where, and how” of an alleged fraudulent act. E-Shops Corp. v. U.S. 
Bank Nat. Ass’n, 

 (8th Cir. 2012). “Rule 9(b) pleading requirements apply 
to all claims premised on fraud, including claims of false advertising, deceptive trade 

practices, unlawful trade practices, and consumer fraud.” Bhatia v. 3M Co., 

, 1091–92 (D. Minn. 2018) (quotations omitted). The main purpose of Rule 9(b) is 
to create notice. Com. Prop. Invs., Inc. v. Quality Inns Int’l, Inc., 

 (8th Cir. 
1995) (describing the purpose as to “facilitate a defendant’s ability to respond and to 
prepare a defense to charges of fraud”). Therefore, the level of particularity required varies 
along with the facts of each case. BJC Health Sys., 

. There is no dispute that 

the heightened pleading requirements apply to almost all of the claims in the Complaint.  
    Here, Target asserts a total pleading failure under Rule 9(b), but offers substantive 
argument around Plaintiffs’ purported failure to allege the “what,” “when,” and “how” 
prongs. See ECF 26 at 12–14. Given the lack of development of arguments around the 
“who” and “where” prongs, the Court assumes these have been properly pleaded. As for 
“what” and “how,” Target’s arguments are somewhat blended, and to a great degree are 

subsumed by Target’s more fulsome Rule 12 challenge that the Complaint fails to state 
an actionable misrepresentation that can sustain a consumer fraud case, so they are 
explored  below.  The  Court  finds  that  Plaintiffs  have  pleaded  actionable 
misrepresentations, and similarly concludes that Target is adequately on notice about 
“what”  Plaintiffs  believe is  fraudulent  about  the  Target  Clean  program  and  “how” 

Plaintiffs  believe  the  program’s  representations  are  fraudulent  or  misleading  to 
consumers.                                                                
    Whether Plaintiffs have adequately pleaded a “when” requires separate analysis. 
Target argues they have not, noting that “Plaintiffs fail to even allege the dates of their 
purchases.” Id at 13. This argument has some merit. For example, in the portion of the 

Complaint  describing  some  of  the  underlying  purchases  that  led  to  this  litigation, 
Plaintiffs allege only a month and year for certain individuals, while providing no 
information at all for others. See Compl. ¶¶ 21–34. A summary chart of the named 
plaintiffs and each of their alleged purchases includes information about what was 
purchased and where, but no information at all about when the items were purchased. Id. 
¶ 35. Simply put, there is some vagueness around the dates of the alleged purchases that 

underpin this litigation.                                                 
    But the Court will not dismiss the fraud claims at this stage because of a lack of 
specificity in purchase dates. First, Target cites no authority for the proposition that the 
“when” prong is unsatisfied in a consumer fraud case by allegations of purchases that 
include only a month and year without a specific date. While the Court can certainly 
envision a scenario in which specific-date allegations are key to providing notice, this is 

not such a case. For one, the Court is unpersuaded that individual purchase dates are the 
relevant “when” in this matter, at all. Plaintiffs do not allege discrete acts of deceit or 
fraud where Target’s purported misrepresentations were unique to individual purchases 
on different dates. Instead, Plaintiffs allege that Target Clean has induced sales through 
misleading claims throughout the program’s entire existence. The fact that this allegation 

is broad does not mean that it fails to provide notice to Target as to “when” the fraud 
allegedly occurred. Moreover, as alleged in the Complaint, the period in which Target 
made its misrepresentations is not particularly long. According to the Complaint, the 
Target Clean program was launched in 2019 and continues to this day. This provides a 
“when” window of no more than four years at the time of the filing of the Complaint. In 

short, the Court concludes that the allegations in the Complaint reasonably provide notice 
to Target about when Plaintiffs believe the fraudulent conduct has occurred. To the extent 
that specific sales dates become important to one or more of Target’s defense theories 
(see, e.g., the Court’s discussion of statutes of limitation defenses, supra) or to specific 
factual questions, they can be ascertained through fact discovery.        
    Rule 12(b) Dismissal: The same fraud-based claims subject to Target’s Rule 9(b) 

arguments are also subject to a more robust challenge under Rule 12(b)(6). In short, Target 
asserts that the Complaint fails to state a claim for fraud because it fails to plausibly allege 
that a reasonable consumer could be deceived by the Target Clean program or any of its 
representations. See, e,g., ECF 26 at 14 (“[T]o survive a motion to dismiss, Plaintiffs must 
allege that Target Clean is a sufficiently specific claim that caused consumers to reasonably 
believe that Target Clean qualified products . . . did not contain a multitude of other 

unidentified chemicals. Plaintiffs cannot do so.”). Plaintiffs agree that their state consumer 
protection law claims and common law fraud and negligent misrepresentation claims 
require that Target’s representations would deceive a “reasonable consumer.” ECF 33 at 
26–27 (collecting cases applying a reasonable consumer test to different causes of action 
in the Complaint). Here, the Court will assume for the purposes of deciding the pending 

motion that all of Plaintiffs fraud-based claims involve a necessary element that Target’s 
representations could mislead a reasonable consumer. The Court will also assume that this 
proof requirement interacts substantially the same with the pleading requirements for each 
of Plaintiffs’ fraud claims. Essentially, to survive this motion to dismiss, the Court must 
determine whether Plaintiffs have pleaded facts from which the Court can infer that a 

reasonable  consumer  could  have  been  misled  by  the  Target  Clean  program  and  its 
representations.                                                          
    To be clear, this “reasonable consumer” test is in immediate tension with the early 
stage of this litigation. In a variety of contexts, courts have observed that a judge’s role in 
assessing whether a representation or statement is misleading or deceptive implies a factual 
inquiry that is often inappropriate for purely legal resolution. See, e.g., In re K-tel Int’l, Inc. 

Sec. Litig., 

 (8th Cir. 2002) (“Generally, the issue of whether a public 
statement is misleading is a mixed question of law and fact for the jury.”); Rubenstein v. 
Neiman Marcus Grp. LLC, 

 (9th Cir. 2017) (“Whether a business 
practice is deceptive will usually be a question of fact not appropriate for decision on a 
motion to dismiss.”) (quoting Williams v. Gerber Prod. Co., 

 (9th Cir. 
2008) (cleaned up); Bell v. Publix Super Markets, Inc., 

, 483 (7th Cir. 2020) 

(“How reasonable consumers actually understand defendants’ . . . labels is a question of 
fact that cannot be resolved on the pleadings” even if it is sometimes amenable to resolution 
on summary judgment); Tomasella v. Nestle USA, Inc., 

 (1st Cir. 2020) 
(observing that “whether a particular set of acts, in their factual setting, is unfair or 
deceptive is a question of fact”); Richardson v. Edgewell Pers. Care, LLC, No. 23-128, 

,  at  *2  (2d  Cir.  Oct.  30,  2023)  (“What  a  reasonable  consumer’s 
interpretation [of an allegedly deceptive claim] might be is a matter of fact which is not 
appropriate for decision on a motion to dismiss.”) (cleaned up); Olson v. Major League 
Baseball, 

 (2d Cir. 2022) (“The determination of whether certain [business] 
conduct is unfair or deceptive is a question of fact.”); Holzman v. Malcolm S. Gerald & 

Assocs., Inc., 

 (11th Cir. 2019) (whether a representation made in the 
course of debt collection is deceptive “generally is a question of fact”); Naylor Med. Sales 
& Rentals, Inc. v. Invacare Continuing Care, Inc., 

 (6th Cir. 2013) 
(“Whether a particular act is unfair or deceptive [to a consumer] is a question of fact[.]”); 
In re Miracle Tuesday, LLC, 

 (Fed. Cir. 2012) (“Whether a [trade]mark 
is primarily geographically deceptively misdescriptive [to consumers] is a question of 

fact.”). Thus, it is the exception, and not the rule, that allegations of consumer deception 
are amenable to legal disposition on the pleadings alone. And here, the Court concludes 
that too many factual issues require development before any determination can be rendered 
as to whether a reasonable consumer could be deceived as alleged in the Complaint. 
    Take, for example, the allegation that at least one Target Clean Beauty Product 
literally contains an ingredient on the banned ingredients list. Aside from emphasizing the 

limited nature of this allegation (see ECF 26 at 8 (“only one product”)), Target quibbles 
about whether the bronzer in question does or did, in fact, contain propylparabens as 
alleged (id. at 8 n.5 (maintaining that “the Physicians Mosaic Bronzer, sold today and 
during  the  relevant  time  period  time  of  Plaintiffs’  purchases,  does  not  include 
propylparaben.”)). But this is a motion to dismiss, where the Court must take all allegations 

in the Complaint as true and where only threadbare recitals and speculation are susceptible 
to dismissal. Here, Plaintiffs’ multiple paragraphs of allegations about the bronzer product 
(Compl. ¶ 166–74) are certainly more than speculative accusations. What Target seeks to 
resolve through its motion is a dispute about the likelihood that the bronzer purchased by 
these Plaintiffs would have listed propylparabens on its ingredient label (see ECF 26 at 8 

n.5 (“The physical product that [Plaintiffs] purchased should have the correct packaging 
and labeling listing the ingredients. Propylparaben is not listed on the Physicians Mosaic 
Bronzer ingredient list.”)). Whether Target is correct about what the ingredient label would 
have shown (and whether the omission of propylparaben from that ingredient label would 
necessarily disprove Plaintiffs’ allegations that the product contains propylparaben) are 
clearly matters of factual dispute, not amenable for resolution on a motion to dismiss. 

Target may prevail on this argument, but they cannot do so at this stage.  
    Target makes more substantial arguments about the sufficiency of the pleadings of 
other alleged misrepresentations. For example, Target pushes back on the suggestion that 
consumers who encounter the Target Clean logo without the fine print would be misled, 
asserting that the “Target Clean icon alerts consumers to the fact that Target attaches a 
specific  definition  to  its  branded  term”  (ECF  26  at  23  n.12),  and  that  “reasonable 

consumers would view Target’s posted definitions” to better inform themselves about what 
the program does and does not claim (id. at 17). To the extent that a consumer did not 
understand that Target attaches or provides its own definition to the Target Clean term, 
Target also argues that “clean” lacks any “accepted meaning [and] is too subjective and 
vague and wholly dependent on an individual’s interpretation, and lacks an empirical 

benchmark to provide any indicia of measurability to create a basis for a lawsuit . . . based 
on reasonable consumer confusion.” Id. at 23.                             
    But here, too, the Court disagrees that it can appropriately decide on the pleadings 
whether a reasonable consumer would be misled by the broad representation that a given 
product is “Target Clean.” In short, both parties stake out polarized positions of the 

meaning of “Target Clean” that somewhat strain credulity and that would necessarily be 
refined through factual development. One of the clearer distillations in the Complaint of 
Plaintiffs’ theory in this case is that “[t]o consumers, ‘clean’ beauty means that consumers 
can use a product without risking their health and the ingredients list is transparent and 
only contains safe, non-toxic ingredients[.].” Compl. ¶ 12. This is unmistakably broad 
framing. The Complaint features other definitions that similarly create something of a 

moving target, for example by blending environmental concerns into allegations that 
otherwise predominantly focus on personal health. See id. ¶ 14 (alleging that the “Target 
Clean” label denotes to consumers products that “will not harm the environment through 
their ingredients, manufacture, use, or disposal and will be safe and good for humans”). 
But Target, for its own part, insists that Target Clean can only be understood as a kind of 
proprietary  representation,  embodying  only  its  own  exact  terms  and  conditions  and 

communicating nothing more. See, e.g., ECF 26 at 16 (“Target Clean, as is evident from 
the name, is a Target-specific program defined by Target to qualify products it sells.”). 
Target concedes nothing else of substance about what a consumer might reasonably expect 
“clean” to convey. The ensuing impasse over meaning will not be resolved in favor of 
Target at this stage in the litigation for several reasons.               

    First, Target’s own case law suggests that “clean” is being used in cosmetics sales 
widely, and has at least some kind of consistent meaning apart from whatever proprietary 
meaning Target wishes to assign to it. See Finster v. Sephora USA Inc., No. 6:22-cv-1187, 

, at *1–2 (N.D.N.Y. Mar. 15, 2024) (dismissing a more threadbare 
complaint with claims of consumer deception in a “Clean at Sephora” retail labeling 

scheme). Second, Target’s dependence on an idealized scenario of clear explanation and 
disclosure  about  its  own  definition  of  Target  Clean  ignores  Plaintiffs’  second-order 
assertions about the Target Clean program—namely, that the program’s definitions about 
itself are confusing and inconsistent. See, e.g., Compl. at 62 n.119 (alleging that “[p]rior to 
June 2023, the list of banned Target Beauty and Personal Care Ingredients was 60 pages (5 
pages were related to general products, 1/2 page was related to oral care, and the remaining 

pages were related to deodorant),” but that the “basis for the separation of the list [was] 
unclear”); 

 at 62 n.120 (alleging that “between February 2023 and July 2023, Target 
updated and/or modified the list of banned Target Beauty and Personal Care Ingredients”). 
And third, Target’s position requires far too much assumption about what a Target Clean 
consumer would have reasonably encountered or been told about this program at the time 
of their purchases.                                                       

    This third piece gets to the heart of something unique about the allegations in the 
Complaint. Many of the cases cited by Target dismissing consumer fraud actions can be 
fairly characterized as “product cases,” meaning that a plaintiff has sued the manufacturer 
of a product for the representations made about (and often literally on) that product. In this 
relatively closed universe—featuring a directly proprietary representation about a product, 

typically capable of being immediately verified or at least scrutinized by the consumer—it 
makes more sense for a court to render early legal conclusions about who the reasonable 
consumer is and what they have perceived. But the situation presented in this case is much 
murkier because this is not a typical products case. This is a case about a well-known 
national retailer alleged to have independently curated a selection of products and then 

presented those products to the consumer as being “Target Clean” through at least several 
variations of representations. The central allegation presented is that the Target Clean 
program itself is inherently deceptive, not merely any one claim about any one product. In 
other words, by representing Target Clean as a neutral tool to help consumers, Target is 
alleged to have used an imprimatur of authority, as a retailer, to point health-conscious 
consumers toward purchasing certain products.                             

    Allegations of this nature are simply not present in the authority Target’s cites. Take, 
for example, the cases dealing with other relatively cursory representations on products 
that it analogizes to “Target Clean.” In Chin v. General Mills, Inc., the court dismissed 
allegations of deception in “100% natural”3 product labeling because it determined that 
Plaintiffs had failed to adequately plead that they (or a reasonable consumer) would have 
believed that to be a representation that the product did not contain processed ingredients. 

No. 12-cv-2150 (MJD/TNL), 

, at *9 (D. Minn. June 3, 2013). In Song 
v. Champion Petfoods USA, Inc., the court concluded that it was “implausible that a 
reasonable consumer would interpret [the] innocuous, two-word” claim that dog food was 
“biologically  appropriate”  as  conveying  that  the  food  would  contain  only  “fresh 
ingredients, [would] not contain any amount of heavy metals or BPA, and is processed in 

such a way as to eliminate any risk that it could be contaminated with pentobarbital.” No. 
18-cv-3205 (PJS/KMM), 

, at *5 (D. Minn. Dec. 22, 2020).    
    In  total  isolation,  statements  that  a  product  is  “100%  natural,”  “biologically 
appropriate,” or “clean” appear similar. But the similarity between Plaintiffs’ allegations 
about Target Clean and the allegations in Chin and Song is superficial. As Target is quick 


    3 Indeed, the Chin case can be best understood in context of the line of cases it 
belongs to: those dealing with the specific claim that a given product is “all natural” or 
“100% natural.” See id. at *5 (collecting numerous cases involving allegations over those 
exact claims). The representation in this case, that a cosmetic product is “clean,” has not 
been subjected to the same repetitive legal analysis that could support disposition on 
Target’s arguments alone.                                                 
to point out, the representation is “Target Clean,” not merely “clean.” And what the 
representations in Chin and Song lack is the substantial factual overlay imparted by that 

combination. Plaintiffs’ allegations about the broader Target marketing landscape for the 
Target Clean  program, the statements of Target executives about the purpose  of the 
program,4 and its unique curative presentation, are what entitle their pleadings to the 
inference that “Target Clean” creates a more expansive representation in the eyes of the 
reasonable consumer than “100% natural” or “biologically appropriate.” Because while all 
of  these  positive  representations  about  products  communicate  to  the  consumer  that 

someone would like to sell them something, only Target’s representation that a product is 
“Target Clean” suggests that Target has done some work on their behalf.   
    The independent curation also effectively removes another key basis on which 
consumer  deception  cases  are  dismissed  under  Rule  12:  that  a  reasonable  consumer 
understands the concept of commercial puffery and knows they must verify the claims 

made about products. This caveat emptor logic does not squarely apply here. It is one thing 
to assume that a consumer expects a shampoo manufacturer to promote its own products 
by any means necessary, and therefore require that consumer, as a matter of law, to verify 
package labeling for abject dishonesty before claiming to have been deceived. See Devane 
v. L’Oreal USA, Inc., No. 19 Civ. 4362 (GBD), 

, at *4–5 (S.D.N.Y. 

Sept. 14, 2020) (dismissing “keratin” shampoo lawsuit where “a simple reading of the 

    4 Target insists that it is unreasonable to impart any “meaning or otherwise rely on 
more generalized statements from years past from news articles and press releases” (ECF 
26 at 16), but it cites no authority for why this Court would simply ignore these aspects of 
the Complaint that put meat on the bones of Plaintiffs’ allegations.      
ingredients list would have made it clear that the Products do not contain keratin”). But it 
is another thing to assume what a consumer reasonably expects when Target positions itself 

between the manufacturer’s label and the consumer, promoting certain products on its 
shelves over others as embodying certain standards. Here, the typical sales motivations are 
altered, and indeed, at this stage the Court can imagine that a consumer might reasonably 
assume that Target had independently made an assessment that some of its products are 
cleaner than others in a way that is meaningful to its customers. What follows from such 
an assumption (e.g., whether a reasonable consumer would feel that Target had relieved 

them of the need to verify claims or whether the reasonable consumer would view Target’s 
independent representations as being no more trustworthy than those of the shampoo 
maker)  remains  opaque  to  the  Court.  But  assuming  as  true  Plaintiffs’  well-pleaded 
allegation that Target Clean products are not actually “cleaner” than others, that opacity 
forecloses a quick dismissal on the merits of Plaintiffs’ fraud-based claims. 

    This brings the Court to Target’s contention that the Target Clean program cannot 
mislead a reasonable consumer by failing to either disclose the presence of ingredients in 
Target Clean Beauty Products that are not “banned ingredients” but that are allegedly just 
as harmful for similar reasons, or by excluding such ingredients from the program. This 
allegation in the Complaint implies that the consumer has seen or otherwise understood at 

least some part of Target’s representation that the Target Clean Beauty Products do not 
contain certain ingredients. See Compl. ¶ 5 (depicting in-store signage listing the banned 
ingredients). Plaintiffs implicitly suggest that a reasonable consumer would understand the 
representation as identifying banned ingredients by kind rather than with literal specificity. 
For  example,  the  Plaintiffs  imply  that  a reasonable  consumer  would  understand that 
propylparaben is a banned ingredient because it is a harmful endocrine disruptor, and not 

merely that propylparaben is a banned ingredient. Plaintiffs’ allegation is that a consumer 
would  therefore  reasonably  expect  that  Target  Clean  products  do  not  contain  other, 
unspecified harmful endocrine disruptors. Target’s view about this allegation, which is 
central to much of the Complaint, is that the list of banned ingredients speaks for itself and 
cannot impart any representation other than its own, plain terms. In other words, no 
reasonable consumer could be misled by the representation that Target Clean Beauty 

Products do not contain certain specified harmful ingredients, even if Plaintiffs are correct 
that the products do contain other similarly harmful ingredients. See, e.g., ECF 26 at 18 
(“[I]t is not reasonable to ignore Target’s definition of Target Clean, which includes a list 
of the Omitted Beauty Chemicals, and assume it also incorporates an unspecified list of 
thousands of other chemicals.”). This is Target’s strongest argument, and it may ultimately 

prevail, but it also fails on this motion to dismiss.                     
    Again, the authority that Target relies upon is distinguishable. Target cites a number 
of cases in which consumers allege highly specific expectations, sometimes bordering on 
non-sequiturs, arising from representations about products. For example, in In re Gen. 
Mills Glyphosate Litigation, the court concluded that it was “not plausible to allege that 

the statement ‘Made with 100% Natural Whole Grain Oats’ means that there is no trace 
glyphosate in Nature Valley Products.” No. 16-cv-2869 (MJD/BRT), 

, 
at *6 (D. Minn. July 12, 2017). In Stuve v. The Kraft Heinz Co., the court dismissed 
consumer fraud claims, concluding that alleged statements on a box of Kraft macaroni and 
cheese that its contents had “The Taste You Love” with “NO Artificial Flavors,” “NO 
Artificial  Preservatives,”  and  “NO  Artificial  Dyes”  could  not  mislead  a  reasonable 

consumer into believing the product was “healthy, wholesome, nutritious, and free from 
artificial  substances,  including  harmful  synthetic  toxins.”  No.  21-cv-1845,  

, at *2 (N.D. Ill. Jan. 12, 2023). In Song, as discussed above, the Court concluded 
that  no  reasonable  consumer  would  conclude  that  a  dogfood  labeled  “biologically 
appropriate” would contain only “fresh ingredients.” 

, at *5. And in 
Finster, the Court dismissed consumer fraud allegations that “le[ft] the Court guessing” 

how a reasonable consumer could believe that a cosmetic marketed as being “formulated 
without parabens, sulfates SLS and SLES, phthalates, mineral oil, formaldehyde, and 
more”  would  “contain  no  synthetic  or  harmful  ingredients  whatsoever.”  

, at *1–2.                                                         
    Each of these cases involves a plaintiff pointing to a representation and then alleging 

an expectation that is facially unrelated to that representation, either by degree or entirely. 
Such an unrelated expectation is simpler to dismiss as unreasonable. But here, while 
Plaintiffs in this case certainly articulate a belief that Target Clean labeling creates a 
broader universe of expectations than the program’s own fine print suggests, the difference 
between the representations and expectations alleged in the Complaint is not one of apples 

and oranges. Furthermore, as discussed above, Target is alleged to have made statements 
about the Target Clean program that arguably encourage broader expectations than Target 
is willing to concede can arise out of the fine print. Indeed, there is a fairly straight line 
between the alleged representation that Target Clean products are “formulated without a 
group  of  commonly  unwanted  chemicals”  (Compl.  ¶ 105)  or  “formulated  without 
ingredients they may  not want” (id. ¶ 14)  and Plaintiffs’ assertion that a reasonable 

consumer broadly expects Target Clean products to “be safe and good for humans” (id.). 
Put  differently,  while  the  reasonableness  of  Plaintiffs’  expectations  remains  up  for 
strenuous debate, it is a debate that cannot be resolved through the procedural mechanism 
of a motion to dismiss for failure to state a claim.                      
    Finally, the reasonableness of Plaintiffs’ position about the deceptiveness of the 
banned-ingredient representation is buttressed by their reliance on extrinsic authority in the 

Complaint. See Compl. ¶¶ 50–53 (referencing the Federal Trade Commission’s “Guides 
for  the  Use  of  Environmental  Marketing  Claims”).  According  to  Plaintiffs,  the  FTC 
provides guidance on whether certain commercial practices are deceptive to consumers, 
and in its “Green Guides” states that “a truthful claim that a product, package, or service is 
free of, or does not contain or use, a substance may nevertheless be deceptive if: [] the 

product, package, or service contains or uses substances that pose the same or similar 
environmental risks as the substance that is not present[.]” Id. ¶ 52(g) (citing 

). Target dismisses Plaintiffs’ reliance on the FTC guidance as “trying to link ‘clean’ 
claims for beauty products to the FTC’s guidance regarding environmental sustainability 
claims.”  ECF  26  at  23–24;  see  id.  at  4  (arguing  that  the  Green  Guides  are  about 

sustainability  and  “have  nothing  to  do  with  cosmetics”).  The  Court  agrees  that  the 
Complaint  does  occasionally  muddy  the  waters  by  mixing  concerns  about  the 
environmental and health impacts of certain ingredients, but Plaintiffs’ use of the Green 
Guides is not one of those instances. Here, Plaintiffs point to the Green Guides to support 
the contention that a consumer is reasonably deceived in an environmental marketing 
scenario that is very comparable to that alleged in cosmetics marketing here. Plaintiffs’ 

citation to the Green Guides is not to evidence of Target’s wrongdoing, nor is it even really 
evidence that a reasonable consumer would interpret the banned-ingredient representation 
in the way Plaintiffs allege. Instead, at this stage, the Plaintiffs’ citation to the Green Guides 
supports merely the inference that a reasonable consumer could likely be deceived by 
tactics  employed  by  cosmetics  retailers  similar  to  tactics  that  the  FTC  has  deemed 
potentially deceptive in the environmental space.                         

    Conclusion: The contours of this litigation will certainly narrow through the course 
of discovery, as theories adapt to the facts that are developed and the evidence that accrues. 
But in seeking to dismiss the lion’s share of Plaintiff’s case on the pleadings alone, Target 
asks too much. Given the breadth of Target’s arguments, to grant its motion would amount 
to this Court declaring, as a matter of law, that the Target Clean program alleged in the 

Complaint is incapable of deceiving a reasonable consumer. Doing so would require this 
Court to invert the presumptions that govern at the pleading stage by resolving considerable 
factual ambiguity and complexity in Target’s favor. This the Court cannot do. Target’s 
motion to dismiss Plaintiffs’ fraud claims under Rule 12(b)(6) is denied. 
         2.   Intent, Reliance, and Causation                            

    Target also alleges that Plaintiffs’ Complaint fails to allege both intent and reliance 
and causation as required by Rule 9(b) for their fraud-based claims. These arguments also 
amount to a Rule 12(b)(6) challenge to the sufficiency of Plaintiffs’ fraud allegations, but 
the  Court  will  briefly  address  them  separately  as  they  represent  discrete  pleading 
requirements.                                                             

    Intent: Plaintiffs’ fraud claims carry an intent requirement. For example, the MCFA 
prohibits the “act, use, or employment by any person of any fraud, false pretense, false 
promise, misrepresentation, misleading statement or deceptive practice, with the intent that 
others rely thereon in connection with the sale of any merchandise.” Minn. Stat. § 325F.69, 
subd. 1 (emphasis added). At the pleading stage, “intent can be alleged generally, [but] the 
allegations cannot be conclusory or based on speculation.” Bhatia, 

. 

Where a plaintiff fails to articulate an “intent to induce,” their fraud claims may be 
dismissed. 

                                                            
    Target  argues  that  while  Plaintiffs  repeatedly  allege  “intentional”  actions  in 
developing and promoting the Target Clean program, they have failed to allege how Target 
intended to deceive consumers under the Target Clean label. ECF 26 at 25–26. Instead, 

Target asserts that its “actions demonstrate an intent to inform consumers about the Target 
Clean program” by providing information about the program in its stores, on its website, 
and by disclosing the program’s banned ingredients. Id. at 25. Target also suggests that 
Plaintiffs have failed to allege that Target “knew customers were being misled by its 
labeling claims” (id. at 26).                                             

    The Court disagrees. Target’s arguments again amount to a request to accept the 
facts according to Target, instead of according to the pleadings. Instead, the Court must 
look to the facts stated in the Complaint, which thoroughly alleges that Target conceived 
of the Target Clean program to tap into growing consumer demand for “clean” cosmetics 
and health products. See, e.g., Compl. ¶¶ 2, 9, 11, 13, 42, 106–07, 321. In pursuit of that 
demand, Plaintiffs allege that Target has intentionally made Target Clean overinclusive by 

“relying on a narrow subset of ingredients to make a ‘clean’ claim and ignoring other 
harmful or potentially harmful ingredients.” See, e.g., Id. ¶ 121; see also id. ¶¶ 5–6, 14–15, 
265.  Plaintiffs  also  make  factual  claims  about  the  way  the Target  Clean  labeling  is 
presented (for example, by alleging that it is used in isolation and without the disclosures 
identified by Target) and allege that this is a deliberate effort to attach an imprimatur of 
authority while discouraging the likelihood that a consumer would scrutinize its claims. Id. 

¶ 9.                                                                      
    Taken together, these allegations do enough to support the inference that Target 
intended to induce sales through the false representation that certain products on its shelves 
were “clean.” This general intent is enough at the pleading stage. To the extent that Target 
means to suggest that Plaintiffs have failed to allege details such as Target’s intention to 

craft an underinclusive banned ingredients list by omitting specific ingredients that Target 
knew to be harmful, judging the sufficiency of the complaint by such a standard is far too 
onerous on a Rule 12(b)(6) analysis and depends on facts not yet within Plaintiffs’ reach. 
The  Court  cautions  that  proving  this  theory  of  deliberate  misrepresentation  will  be 
considerably more difficult than alleging it, but that is a question for another day.  

    Reliance and Causation: Target next argues that Plaintiffs have failed to “plead 
reliance because they never disclose what Target Clean advertisement each Plaintiff viewed 
and how it misled them.” ECF 26 at 26. Plaintiffs argue that they are not required to 
demonstrate  proof  of  individual  reliance  on  the  misrepresentations  alleged  in  their 
Complaint. ECF 33 at 51 (arguing that “a plaintiff alleging injury based on the purchase of 
a mass-market product can establish standing by pleading facts showing a defendant’s 

violative,  systemic  practices  regarding  the  product”  and  need  not  demonstrate  that 
individual plaintiffs individually relied upon the alleged misrepresentations) (citing John 
v. Whole Foods Mkt. Group, Inc., 

, 737–38 (2d Cir. 2017)).  
    Resolving any argument about whether the nature of Plaintiffs’ allegations obviate 
the need to prove individual reliance will wait. “On a motion to dismiss, general allegations 
of reliance and damages are enough” to sustain a fraud claim. Dunnigan v. Fed. Home Loan 

Mortg. Corp., 

, 740 (D. Minn. 2016) (citing Franklin High Yield Tax–
Free Income Fund v. Cty. of Martin, Minn., 

, 740–41 (8th Cir. 1998)). Here, 
Plaintiffs allege that the Target Clean logo is applied to individual products, to shelves, on 
the Target website, and on display signage in stores. See, e.g., Compl. ¶¶ 5, 9. They allege 
that the “clean” claims are significant to consumers, generally, and that consumers had 

increased awareness of general principles underlying those claims. See, e.g., id. ¶¶ 9, 41–
42. Finally, each of the named plaintiffs offers general allegations that they “tr[y] to 
purchase clean products” and that the presence of the Target Clean label on one of the 
Target Clean Beauty Products “impacted [their] decision” to purchase the product. Id. ¶¶ 
21–34. Furthermore, the named plaintiffs claim that their purchases caused them to be 

damaged  because  each  one  “would  not  have  purchased  the  product,  or  would  have 
purchased the product under different terms” had they not been deceived by the Target 
Clean representation. Id. These allegations do enough at the pleading stage to support the 
inference that Plaintiffs relied upon a Target Clean representation when purchasing a Target 
Clean beauty product and that this reliance caused them to be harmed.     

         3.   State Pleadings                                            
    Target also seeks the dismissal of several of Plaintiffs’ state-law consumer fraud 
claims on various grounds. The Court will take these in turn.             
    Washington Consumer Protection Act (“CPA”) claim: A plaintiff must prove five 
elements to prevail on a private claim under Washington’s CPA: “(1) an unfair or deceptive 
act or practice, (2) that occurs in trade or commerce, (3) a public interest, (4) injury to the 

plaintiff in his or her business or property, and (5) a causal link between the unfair or 
deceptive act and the injury suffered.” Indoor Billboard/Wash., Inc. v. Integra Telecom of 
Wash., Inc., 

 (2007). Target argues that Plaintiffs’ Washington CPA 
claim fails because it does not plead facts regarding causation between an alleged deception 
and damage to one or more plaintiffs, a requirement that Target analogizes to the reliance 

standard. See ECF 26 at 29 (“Although the [Washington CPA] does not require that 
plaintiffs plead actual reliance, it does require causation between the alleged deceptive act 
and damages.”).                                                           
    As discussed previously, the Court is satisfied that the Complaint alleges general 
reliance sufficient to sustain its fraud claims at this stage in the litigation. To the extent that 

Target asserts a particular pleading failure around reliance, as to the Washington plaintiffs’ 
allegations  under  the  Washington  statute,  or  to  the  extent  that  Target  suggests  the 
Washington statute requires more at the pleading stage, the Court disagrees. The Complaint 
alleges that Marsha Solmssen and  Jessica  Brodiski are residents of Washington who 
purchased  one  or  more  Target  Clean  products  and  whose  purchasing  decision  was 
influenced  by  the  Target  Clean  program.  See  Compl.  ¶¶  33,  34  (alleging  that  both 

Washington plaintiffs’ purchase decisions were “impacted” by the Target Clean label 
associated with the products they purchased). Like other named plaintiffs in this case, the 
Washington plaintiffs further allege that they would not have purchased (or would have 
paid less) for Target Clean products if not for the alleged misrepresentations made by the 
Target Clean program. Compl. ¶¶ 33, 34, 455.                              
    Target’s arguments for dismissal of the Washington CPA claims revolve around the 

allegation that both Ms. Solmssen and Ms. Brodiski purchased the Physicians Bronzer 
product containing propylparabens. In essence, Target argues that neither Ms. Solmssen or 
Ms.  Brodiski  particularly  allege  that  they  “actually  read  and  relied  upon  Target’s 
explanation  that  the  Target  Clean  products  lack  propylparabens”  and  so  the  alleged 
presence of propylparabens in the bronzer product cannot, by itself, establish causation 

between any misrepresentation and harm. See ECF 26 at 29. This argument fails for at least 
two reasons. First, Ms. Brodiski alleges the purchase of more than the bronzer product, 
which means that only the allegations of Ms. Solmssen could be dismissed under Target’s 
theory. Second, this argument prematurely requires Plaintiffs to prove the complicated 
relationship  between  their  purchasing  decisions,  awareness  of  Target’s  alleged 

misrepresentations, and the alleged harm done to them. Again, an animating allegation of 
the Complaint is that Target curated a product list that signaled to consumers, in the 
broadest sense, that Target Clean-labeled products do not contain ingredients harmful to 
human health. The follow-on allegation is that some of the thus-labeled products do, in 
fact, contain ingredients harmful to human health. This allegation certainly implicates 
alternative  theories  of  reliance—in  one,  the  plaintiffs  relied  upon  fixed  and  specific 

understandings about the meaning of Target Clean due to studious examination of its 
claims, which turned out to be false; in another, the plaintiffs relied upon the Target Clean 
label but were induced by an appeal to consumer convenience to avoid any serious scrutiny 
of its claims, which turned out to be false. Plaintiffs’ theories of liability may necessarily 
narrow  or  become  more  refined  through  the  course  of  this  litigation,  or  they  be 
unproveable. Whether this impacts the specific claims of the Washington plaintiffs will be 

determined. For now, however, the allegations of Ms. Solmssen and Ms. Brodiski, assumed 
to be true at the pleading stage, are sufficient for the Court to infer that each relied upon an 
alleged misrepresentation as well as a causal link between an alleged misrepresentation and 
alleged harm.                                                             
    California law claims: Plaintiffs allege the violation of three California statutes: the 

California Unfair Competition Law (“CUCL”), 

, et seq; 
the California Consumer Legal Remedies Act (“CCLA”), 

, et seq.; 
and the California False Advertising Law, Cal. Bus, & Prof. Code § 17500 (“CFAL”). See 
Compl. ¶¶ 288–333. Target’s arguments for dismissing Plaintiffs’ CCLA and CFAL claims 
reply upon the same theory for dismissal of all of Plaintiffs’ fraud-based claims. See ECF 

26 at 30 (explaining that the CCLA and CFAL claims fail because no reasonable consumer 
would be misled by Target Clean’s claims and because the fraud claims do not comply 
with the requirements of Rule 9(b)). These arguments are rejected for the reasons stated 
previously, and the CCLA and CFAL claims may therefore proceed.           
    Target does offer specific arguments for dismissal of the CUCL claim, which 
require separate consideration. “The [C]UCL is a broad remedial statute that permits an 

individual to challenge wrongful business conduct ‘in whatever context such activity might 
occur.’” Lozano v. AT & T Wireless Servs., Inc., 

 (9th Cir. 2007) (quoting 
Cel–Tech Commc'ns, Inc. v. Los Angeles Cellular Tele. Co., 

 (Cal. 1999)). 
The  act  prohibits  unfair  competition,  defined  as  including  “any  unlawful,  unfair  or 
fraudulent business act or practice and unfair, deceptive, untrue or misleading advertising.” 

 (quoting 

). Thus, the act creates three prongs—unlawful, 

unfair, and fraudulent acts—and “[e]ach prong . . . is a separate and distinct theory of 
liability.” 

 (citing South Bay Chevrolet v. Gen. Motors Acceptance Corp., 

 (1999)).                                                          
    Here, Plaintiffs assert violations of all three prongs, see Compl. ¶¶ 291–305, and 
Target argues for dismissal of each. Target’s argument that Plaintiffs have failed to plead 

a “fraudulent” act is tied to Target’s broader arguments on the fraud allegations in the 
Complaint, which the Court has rejected. Target likewise argues that the “unlawful” prong 
is unmet because it relies entirely on alleged violations of the CCLA and CFAL. Because 
the Court has declined to dismiss those claims, the alleged violation of those acts can 
properly buttress Plaintiffs’ CUCL claim. Finally, Target argues that the “unfair” prong 

fails because its allegations are entirely coextensive with the conduct alleged to violate the 
other two prongs. ECF 26 at 31 (“[W]here the unfair business practices alleged under the 
unfair prong of the UCL overlap entirely with the business practices addressed in the 
fraudulent and unlawful prongs of the UCL, the unfair prong of the UCL cannot survive if 
the claims under the other two prongs of the UCL do not survive.”) (quoting Hadley v. 
Kellogg Sales Co., 

 (N.D. Cal. 2017). Again, however, this 

argument is predicated on the belief that Plaintiffs’ CUCL claim has already failed under 
the “unlawful” prong, which it has not. Accordingly, Plaintiffs may proceed to the proof 
stage on their CUCL claims, under all three prongs of the CUCL.           
    Alabama and Arizona claims: Plaintiffs assert violations of the Alabama Deceptive 
Trade Practices Act (

, et seq.) and the Arizona Consumer Fraud Act 
(A.R.S. §§ 44-1521, et seq.). Compl. ¶¶ 260–287. Target seeks the dismissal of these claims 

on the specific ground that the pleadings fail to satisfy the statute of limitations imposed 
by each of these acts. Both the Alabama and Arizona consumer protection statutes have a 
one-year statute of limitation. See, e.g., Collins v. Davol, Inc., 

 
(N.D. Ala. 2014) (“[N]o action may be brought under this chapter more than one year after 
the person bringing the action discovers or reasonably should have discovered the act or 

practice which is the subject of the action.”) (quoting 

, et seq.); Alaface 
v. Nat’l Inv. Co., 

 (Ariz. Ct. App. 1994) (under Arizona law, one-year 
statute of limitation for an Arizona consumer fraud claim “begins running when the 
defrauded party discovers or with reasonable diligence could have discovered the fraud.”) 
(internal quotations omitted).                                            

    “[S]tatutes of limitations provide an affirmative defense that ordinarily must be 
specifically pleaded, [and] a complaint is subject to dismissal for failure to state a claim 
when the affirmative limitations defense clearly appears on the face of the complaint.” 
Sanders v. Dep’t of Army, 

 (8th Cir. 1992) (per curiam) (internal citations 
and quotations omitted). Here, Target argues that because the named plaintiffs from 
Alabama and Arizona each allege a purchase date more than one year before the initiation 

of this lawsuit (see Compl. ¶¶ 21–22), their claims are facially barred by the statute of 
limitations. The Court agrees that the Complaint states purchase dates more than a year 
before the filing of this lawsuit, but disagrees that this fact alone bars the Alabama and 
Arizona plaintiffs from proceeding to discovery. Indeed, the case law makes abundantly 
clear that under both Alabama and Arizona law, the statute-of-limitations clock begins to 
run only when a consumer knows or should have known that they have been defrauded. 

Here, nothing in the Complaint establishes when Pearlie Boyd (Alabama) or Alberto 
Camacho (Arizona) knew of the alleged fraud, and neither plaintiff was obliged to plead 
the date they became aware of the fraud to preemptively satisfy a statute of limitations 
defense. Aquilar v. Ocwen Loan Servicing, LLC, 

 (D. Minn. 
2018) (“A plaintiff need not plead facts responsive to an affirmative defense before that 

defense is raised.”) (citing Braden v. Wal–Mart Stores, Inc., 

, 601 n.10 (8th 
Cir. 2009). Target’s arguments for dismissal on statutes of limitation grounds amount to a 
factual dispute over when Ms. Boyd or Mr. Camacho knew or should have known of the 
alleged fraud in the Target Clean program, and this will not be resolved by the Court on a 
motion to dismiss. Hile v. Jimmy Johns Highway 55, Golden Valley, 

, 

847 n.6 (D. Minn. 2012) (“The statute of limitations is an affirmative defense that a 
defendant must plead and prove, . . . and hence questions regarding timeliness generally 
must be resolved by a motion for summary judgment rather than a motion to dismiss.”) 
(internal citation omitted).                                              
         4.   Breach of Warranty                                         
    Plaintiffs assert a common law breach of warranty claim, which the Court will 

assume for the purposes of deciding the pending motion arises under Minnesota law. “To 
establish a breach of warranty claim, a plaintiff must prove: ‘the existence of a warranty, a 
breach, and a causal link between the breach and the alleged harm.’” Bollom v. Brunswick 
Corp., 

, 1220 (D. Minn. 2020) (quoting Peterson v. Bendix Home Sys., 
Inc., 

, 52–53 (Minn. 1982)). Here, Target urges the Court to dismiss the 
breach of warranty claim for several reasons.                             

    Initially, Target argues that the breach of warranty claim depends on the same acts 
and/or omissions as Plaintiffs’ fraud claims, and that if the facts alleged cannot support a 
fraud claim they likewise cannot support a breach of warranty claim. ECF 26 at 32 (citing 
Song v. Champion Petfoods USA, Inc., 

, 1343–46 (8th Cir. 2022) (“Song II”)). 
The  Court  agrees  with  Target  that  Plaintiffs’  breach  of  warranty  theory  depends  on 

substantially the same allegations as their fraud claims and therefore they rise and fall 
together at this stage. But the Court has denied the pending motion with respect to the fraud 
claims, rendering moot this argument in favor of dismissing the breach of warranty claims. 
    Target raises additional arguments specific to the breach of warranty claim. First, 
Target argues that “Target Clean is not a sufficiently certain affirmation of fact that can 

form the basis of a warranty between Plaintiffs and Target, especially where each Product 
discloses its ingredients and where Target explains what Target Clean does and does not 
represent.” Id. at 33. Additionally, Target argues that “Plaintiffs [cannot] allege a breach of 
warranty for off-label statements that Plaintiffs do not claim to have seen.” Id. This 
argument challenges both the formation of a warranty as well as its breach. 

    “An express warranty is created when a seller makes ‘[a]ny affirmation of fact or 
promise . . . to the buyer which relates to the goods and becomes part of the basis of the 
bargain.’” McGregor v. Uponor, Inc., No. 09-cv-1136 (ADM/JJK), 

, at *8 
(D. Minn. Jan. 4, 2010) (quoting 

.2–313(1)(a)) (alterations in McGregor). 
Arguing that Plaintiffs have failed to plead the existence of a warranty, Target again relies 
on Chin, where the court concluded that a label stating that a product was “100% natural” 

was a “product description that does not constitute a written warranty.” 

, 
at *5 (D. Minn. June 3, 2013) (internal quotations omitted). But as noted above, Chin relied 
on numerous cases rejecting claims that the words “100% natural” or “all natural” form an 
express warranty. In other words, Chin ruled on a specific descriptive claim that has been 
the subject of repeated litigation over the years. Furthermore, as discussed above, this is 

not a product description case. It is a case alleging that a retailer, Target, has misrepresented 
its own actions undertaken with respect to marketing others’ products. Plaintiffs allege that 
Target has curated a selection of products under a “Target Clean” labeling program. 
Plaintiffs’  allegations  raise  numerous  questions  about  what  information  consumers 
reasonably possess about the program’s own terms and definition, as well as what a 

consumer  reasonably  understands is  represented  by the Target  Clean  program,  either 
broadly or according to its own “fine print.” In short, Target is alleged to have explained 
the Target Clean program to consumers at various levels of detail and in various places. 
This creates a unique set of factual allegations that the Court cannot simply adjudicate 
within a body of case law, including Chin, that deals with simple, affirmative statements 
placed by a manufacture on its own product labels. Here, the Court concludes that Plaintiffs 

have adequately alleged the existence of a warranty and are entitled to fact discovery to 
substantiate that allegation. Again, developed facts may prove to the contrary, but the 
allegations are adequate for now.                                         
    As for breach of that warranty, Target’s argument appears to blend another factual 
attack about what plaintiffs actually saw (that no breach is possible for claims of the Target 
Clean program “that Plaintiffs do not claim to have seen” (ECF 26 at 33)) with a quasi-

factual attack about how the Target Clean program should be perceived (that Target cannot 
be in breach of an express warranty “when it conformed to its own representations of which 
ingredients were and were not included in the Products” (ECF 38 at 22)). But contrary to 
Target’s arguments, Plaintiffs do, in fact, allege that they saw the Target Clean labeling and 
that the Target Clean program became part of the basis of the bargain of their purchasing 

decisions. See, e.g., Compl. ¶ 21 (“The Target Clean label on the TruBlend Foundation 
impacted Ms. Boyd’s decision to purchase the product and she would not have purchased 
the product, or would have purchased the product under different terms, had she known the 
TruBlend  Foundation contained some unwanted or harmful ingredients.”). The Court 
likewise disagrees that the Complaint has not alleged that Target failed to conform to the 

representations about the ingredients that would not be found in Target Clean products. 
Plaintiffs do so on the Target Clean program’s literal terms (e.g., in the allegations about 
the ingredients in the bronzer product) and they do so on more implicit terms (e.g., alleging 
that Target Clean products deceptively contain equally “unwanted” ingredients to those 
ingredients identified as being “banned”). As above, Target raises serious doubts that any 
of the Plaintiffs were sincerely impacted by the Target Clean labeling, may believe that the 

plaintiffs had more (or less) information about the meaning of the program than they claim, 
and may dispute the allegations around both the presence and the significance of the 
allegedly harmful ingredients not included in the ban. But these are matters for factual 
development in discovery and improper for disposition on a motion to dismiss. 
         5.   Unjust Enrichment                                          
    Finally, Plaintiffs assert a common law unjust enrichment claim, which the Court 

will also assume for the purposes of deciding the pending motion arises under Minnesota 
law. To state a claim for unjust enrichment, a plaintiff must allege facts showing “(1) a 
benefit conferred; (2) the defendant’s appreciation and knowing acceptance of the benefit; 
and (3) the defendant’s acceptance and retention of the benefit under such circumstances 
that it would be inequitable for him to retain it without paying for it.” Christensen L. Off., 

PLLC v. Ngouambe, No. A17-1917, 

, at *6 (Minn. App. May 21, 2018). 
Here, Target argues for dismissal for two reasons.                        
    First, as with Plaintiffs’ breach of warranty claim, Target argues that where an unjust 
enrichment claim depends on common allegations of deception that fail to support a fraud 
claim, the unjust enrichment claim must fail, too. ECF 26 at 34 (citing Song II, 27 F.4th at 

1343–46). Again, the Court agrees with Target that Plaintiffs’ breach of warranty theory 
depends on substantially the same allegations as their fraud claims, but as discussed above, 
the Court has denied Target’s motion with respect to the underlying fraud claims. Target’s 
second basis for dismissal of Plaintiffs’ unjust enrichment claim has to do with the equitable 
nature of the remedy provided by unjust enrichment and Target’s assertion that equitable 
relief cannot be pleaded in the alternative to Plaintiffs’ damages claims. See 

 (citing 

Moreno v. Wells Fargo Bank, N.A., No. 18-cv-2760 (PJS/DTS), 

, at *7 
(D.  Minn. Apr.  1,  2019)  (dismissing  an  unjust  enrichment  claim  that  was  “entirely 
duplicative” of a breach-of-contract claim)). However, “courts routinely decline to dismiss 
unjust-enrichment claims when pleaded in the alternative,” Gisairo v. Lenovo (United 
States) Inc., 

, 893 (D. Minn. 2021), and the Court will do so here. 
Whether this claim is unduly duplicative to other theories pleaded in the alternative can be 

resolved at a later stage. In the meantime, the existence of the unjust enrichment claim will 
not materially alter the scope of litigation, and Target may again seek its disposition at 
summary judgment should facts and plaintiff’s theories point to that outcome.  
    B.   Motion to Strike                                                
    Target’s motion to strike is overwhelmingly directed toward the class allegations 

in the Complaint. However, Target also asks the Court to strike requests for injunctive 
relief. The Court will analyze each request in turn.                      
         1.   Class Claims                                               
    Plaintiffs make nationwide and state-by-state class allegations in the Complaint (see 
Compl. ¶¶ 197–204) but have not yet sought class certification. To certify a class, Plaintiffs 

must show that                                                            
         (1) the class is so numerous that joinder of all members is     
           impracticable;                                                

         (2) there are questions of law or fact common to the class;     
         (3) the claims  or  defenses of  the  representative  parties  are 
           typical of the claims or defenses of the class; and           

         (4) the representative parties will fairly and adequately protect 
           the interests of the class.                                   

Fed. R. Civ. P. 23(a). The Eighth Circuit                                 
         permit[s] class allegations to be stricken at the pleading stage 
         [before certification] if it is apparent from the pleadings that 
         the  class  cannot  be  certified  because  unsupportable  class 
         allegations bring impertinent material into the pleading and    
         permitting  such  allegations  to  remain  would  prejudice  the 
         defendant  by  requiring  the  mounting  of  a  defense  against 
         claims that ultimately cannot be sustained.                     

Donelson, 

 (internal quotations omitted). “[U]nless it appears beyond 
doubt that plaintiffs cannot establish an actionable class action lawsuit, district courts 
regularly deny motions to strike class actions as premature.” Adams v. U.S. Bancorp, 

, 758 (D. Minn. 2022) (citing Rios v. State Farm Fire & Cas. Co., 

, 741–42 (S.D. Iowa 2007)) (internal quotations omitted). Here, Target asks 
the Court to strike plaintiff’s class allegations for three reasons. The Court will analyze 
these in turn.                                                            
    Standing: Target’s arguments regarding standing present a challenge to the Court's 
subject matter jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(1). This raises 
a “facial” standing challenge, which is directed only to the pleadings and essentially applies 
the Rule 12(b)(6) standard. See Osborn v. United States, 

, 729 n.6 (8th Cir. 
1990). When considering a facial attack on jurisdiction, courts presume the facts alleged in 
the complaint to be true. Titus v. Sullivan, 

 (8th Cir. 1993).  To meet the 
burden to allege Article III standing, Plaintiffs must show (1) an injury in fact that (2) is 
fairly traceable to the defendant’s alleged conduct and (3) is likely to be redressed by a 
favorable court ruling. Spokeo, Inc. v. Robins, 

 (2016); Lujan v. Defenders 

of Wildlife, 

, 560–61 (1992). Each named plaintiff in a putative class action 
must allege facts establishing the elements of his or her own standing and may not rely on 
the injuries of unidentified class members. Spokeo, 

 & n.6; see also In re 
SuperValu, Inc., 

 (8th Cir. 2017) (same).                
    Target’s first standing argument has to do with multi-product accusations contained 
within the Complaint, and the fact (as alleged) that no single named plaintiff has purchased 

each of the Target Clean products. Target maintains that since “[n]o Plaintiff purchased all 
of the Target Clean Identified Products[,]” then “no Plaintiff has standing to bring claims 
arising out of all of the Identified Products on behalf of all alleged class members.” ECF 
20 at 7. In response, Plaintiffs once again argue that Target has misapprehended the nature 
of the Complaint (and its class allegations) as a product-description case, rather than a case 

about a “misleading program,” out of which all of the Plaintiffs’ injuries commonly arise. 
ECF 32 at 16. Plaintiffs furthermore suggest that standing is better addressed after class 
certification. ECF 32 at 4.                                               
    There is case law in this district to support both parties’ arguments. Compare, e.g., 
Chin, 

, at *3–4 (plaintiff who purchased one product lacked standing to 

challenge alleged misrepresentations pertaining to another related product that plaintiff had 
not purchased), and Ferrari v. Best Buy Co., No. 14-cv-2956 (MJD/FLN), 

, at *7 (D. Minn. May 12, 2015) (“Plaintiff lacks standing to assert claims on 
behalf of the class for televisions that he did not purchase or advertising that he did not see 
or rely upon”), with Gisairo, 516 F. Supp. 3d at 886 (holding that class certification was 
“logically antecedent” to resolving whether a plaintiff had standing to assert class claims 

related to laptop models other than the one he purchased), and Barclay v. ICON Health & 
Fitness, Inc., No. 19-cv-2970 (ECT/DTS), 

, at *6 (D. Minn. Oct. 15, 
2020) (concluding that the issue of whether plaintiffs may “assert any claims concerning 
treadmill models that they did not purchase” is not an issue of standing but instead “is 
better resolved at class certification”). Other courts have noted that the question of whether 
a named plaintiff who allegedly purchased one product within a grouping of products “can 

adequately represent purchasers of the other products” in that group presents a “critical 
inquiry [as to] whether there is sufficient similarity between the products purchased and 
not purchased.” Astiana v. Dreyer's Grand Ice Cream, Inc., No. C-11-2910 EMC, 

, at *11 (N.D. Cal. July 20, 2012). Here, the Court finds that the critical inquiry 
required in this case will be more suitable to the “rigorous analysis” of class certification, 

where the Court must “probe behind the pleadings” to determine if the requirements of 
Rule 23 are met. Gen. Tel. Co. of Sw. v. Falcon, 

, 160–61 (1982). 
    Target’s second argument on standing deals specifically with class claims brought 
under the two Minnesota statutes invoked by the Complaint. According to Target, Plaintiffs 
may not bring class claims under the MCFA or MUDTPA because “no Plaintiff is a resident 

of  Minnesota,  and  no  Plaintiff  purchased  any  Target  Clean  Identified  Product  in 
Minnesota.” ECF 20 at 10. In support of this position, Target cites case law for the 
proposition that “Article III standing for state-law claims is necessarily lacking when no 
plaintiff is alleged to have purchased a product within the relevant state.” 

 at 11 (quoting 
McAteer v. Target Corp., No. 18-cv-349 (DWF/LIB), 

, at *3 (D. Minn. 
July 26, 2018)). Plaintiffs, in turn, argue that both Minnesota statutes provide a cause of 

action for “any person” injured by a violation of either law, and that “nothing in the text of 
the  MCFA  or  MUDPA  supports  [Target’s]  argument  or  prohibits  non-residents  from 
bringing claims against entities whose wrongful acts occurred in Minnesota.” ECF 32 at 
23 (quoting 

, subd. 3a and Minn. Stat. § 325D.072). Plaintiffs also argue 
that Targets’ position would require a premature choice-of-law analysis that is better 
postponed until class certification. Id. at 20 (citing Chen v. Target Corp., No. 21-cv-1247 

(DWF/DTS), 

, at *7 (D. Minn. May 19, 2022)).               
    Here, there is again abundant case law on both sides, and the Court will once more 
follow those cases that defer the resolution of state-law standing until class certification is 
sought. See In re Pork Antitrust Litig., 

, 776 (D. Minn. 2020) (denying 
defendant’s motion to strike state-claims arising under the laws of states from which there 

was no representative plaintiff in the complaint because in class action cases the Court may 
defer standing questions as “logically antecedent” to class certification); Hudock v. LG 
Elecs. U.S.A., Inc., No. 16-cv-1220 (JRT/FLN), 

, at *2 (D. Minn. Mar. 
27, 2017) (“[T]he Court can determine during the class certification process whether 
Plaintiffs’ can bring claims under the laws of states in which no currently-named plaintiff 

resides. . . .”).                                                         
    To be sure, nothing about the Court’s deferment is an endorsement of Plaintiffs’ 
argument that any plaintiff in this matter necessarily has Article III standing to sue under 
Minnesota law for purchases made outside of the state due to the language of the statute. 
Instead, the Court’s deferment is a practical decision and echoes Chen by acknowledging 
that the considerable geographic reach of Target, a major nationwide retailer, makes it 

“unlikely that any alleged liability is limited to the states in which a Plaintiff is currently 
named.” 

, at *4; accord In re Buspirone Pat. Litig., 

  (S.D.N.Y.  2002)  (deferring  standing  analysis  in  nationwide  antitrust  and  unfair 
competition  lawsuit  until  class  certification  because  “[i]f  certification  is  granted,  the 
proposed class would contain plaintiffs who have personal standing to raise claims under 
the laws governing purchases in all of the fifty states, and the only relevant question about 

the named plaintiffs’ standing to represent them will be whether the named plaintiffs meet 
the ordinary criteria for class standing”); Gisairo, 516 F. Supp. 3d at 887 (deferring 
standing questions, but reminding that “[w]ithout question, at least one named plaintiff 
must [ultimately] have standing”) (citing In re SuperValu, Inc., 

). This is 
particularly true as to whether there is likely to be a named Minnesota plaintiff in a case 

involving Target, which is a dominant market player in the state.         
    This case is in its infancy. “Plaintiffs have not had the opportunity to discover and 
present  evidence  pertinent  to  the  commonality  and  typicality  of  the  proposed  class-
members’ claims.” Samaha v. City of Minneapolis, 

, 946 (D. Minn. 
2021). Indeed, Plaintiffs readily concede that the pleadings may eventually need to be 

restructured through amendment to resolve standing challenges posed by the nature of this 
lawsuit. See ECF 32 (maintaining that, in the alternative, Plaintiffs “can easily amend their 
complaint to create product-specific nationwide subclasses comprised of the Identified 
Product at issue”). “If standing issues remain after class certification, Defendants are free 
to make a motion at that time.” In re Pork Antitrust Litig., 495 F. Supp. 3d at 776 (internal 
quotations omitted).                                                      

    Alabama  Class  Ban:  Target  seeks  to  strike  class  allegations  arising  under 
Alabama’s Deceptive Trade Practice’s Act (“ADTPA”) because of a limitation written into 
the statute by the Alabama legislature that purports to ban the formation of class actions. 
ECF 20 at 11–12. The relevant portion of the statute reads as follows:    
         A  consumer  or  other  person  bringing  an  action  under  this 
         chapter may not bring an action on behalf of a class. The       
         limitation in this subsection is a substantive limitation and   
         allowing a consumer or other person to bring a class action or  
         other representative action for a violation of this chapter would 
         abridge, enlarge, or modify the substantive rights created by   
         this chapter.                                                   

(f). Plaintiffs argue that the state of Alabama cannot proscribe the 
formation of a class action lawsuit in federal court pursuant to Rule 23 and the Rules 
Enabling Act. ECF 32 at 17–18.                                            
    As previously discussed, Rule 23 governs the formation of classes in federal 
litigation. The Rules Enabling Act states that                            
         (a)  The  Supreme  Court  shall  have  the  power  to  prescribe 
         general rules of practice and procedure and rules of evidence   
         for  cases  in  the  United  States  district  courts  (including 
         proceedings before magistrate judges thereof) and courts of     
         appeals.                                                        

         (b)  Such  rules  shall  not  abridge,  enlarge  or  modify  any 
         substantive right. All laws in conflict with such rules shall be 
         of no further force or effect after such rules have taken effect. 

. In Shady Grove Orthopedic Associates, P.A. v. Allstate Insurance Co., 
the Supreme Court considered whether a New York statutory ban on the formation of 

certain class action lawsuits trumped Rule 23 or vice versa under the Rules Enabling Act. 

 (2010). When faced with a conflict between a federal rule and a state law, 
the plurality opinion by Justice Scalia concluded that federal courts should first look to the 
rule itself to determine whether it was substantive or procedural. Id. at 410. A procedural 
rule would control over state law, regardless of its effect on any state right. Id. A separate 
concurrence by Justice Stevens urged that the nature of the federal rule alone could not end 

the analysis and that the federal courts must be mindful at all times of the nature of the state 
law in question and the effect of the application of the federal rule on that law. Id. at 421 
(“A federal rule, therefore, cannot govern a particular case in which the rule would displace 
a state law that is procedural in the ordinary use of the term but is so intertwined with a 
state right or remedy that it functions to define the scope of the state-created right.”). Both 

Justices Scalia and Stevens agreed that the particular New York state law banning class 
formation in certain lawsuits was procedural, and both concluded that the operation of Rule 
23 over that ban did not violate the Rules Enabling Act. Compare id. at 408, with id. at 
436.                                                                      
    How to apply Shady Grove’s 4-1-4, majority-free decision has vexed the district 

courts ever since. To start, many courts have concluded that Shady Grove’s concurrence 
by  Justice  Stevens  represents  the  narrowest  concurring  viewpoint  and  therefore  the 
controlling opinion of the case. See, e.g., Davenport v. Charter Commc’ns, LLC, 

, 1050–51 (E.D. Mo. 2014) (collecting cases applying the Justice Steven’s 
concurrence but noting the lack of an Eighth Circuit holding). Others have concluded 
differently on this threshold question. See Wittman v. CB1, Inc., No. CV 15-105-BLG-

BMM, 

, at *5–6 (D. Mont. June 1, 2016) (collecting cases adopting the 
plurality  opinion  of  Justice  Scalia  or  otherwise  declining  to  adopt  Justice  Stevens’s 
concurrence). In the specific context of class-action bans in state-law consumer protection 
statutes, courts applying the Shady Grove concurrence have frequently concluded that such 
bans affect a substantive right and therefore cannot be overruled by Federal Rule 23. See, 
e.g., In re Target Corp. Data Sec. Breach Litig., 

 (D. Minn. 

2014) (ADPTA class action ban “defines the scope” of a substantive right and therefore 
controls over Rule 23); Davenport, 

 (same ruling with respect to 
Kentucky consumer protection class action ban); In re Auto. Parts Antitrust Litig., 

, 1012–13 (E.D. Mich. 2014) (same ruling with respect to South Carolina class 
action ban). But courts that do not apply Justice Stevens’s concurrence as the controlling 

opinion have held otherwise. See, e.g., Wittman, 

 at *6; In re Hydroxycut 
Mktg. & Sales Pracs. Litig., 

 (S.D. Cal. 2014) (“[A] rule barring class 
actions does not prevent individuals who would otherwise be members of the class from 
bringing their own separate suits or joining in a preexisting lawsuit. The substantive rights 
of these individuals are not affected.”).                                 

    Notably, the Eleventh Circuit has held that whether applying the concurrence or the 
plurality opinion, the outcome is the same for ADTPA’s class action ban. See Lisk v. 
Lumber One Wood Preserving, LLC, 

 (11th Cir. 2015). In reaching this 
conclusion, the Lisk court explicitly rejected that Alabama’s statutory ban on class action 
formation under the ADPTA implicated any substantive right. 

 (noting that 
because ADPTA allows for class actions “so long as they are brought by the [Alabama] 

Attorney General or a district attorney,” it was “difficult to conclude that Rule 23 abridges, 
enlarges, or modifies a substantive right in Alabama, when all the statute does is prescribe 
who can bring a class claim based on the very same substantive conduct.”). According to 
Lisk, the substantive rights and obligations imposed by ADPTA were more fundamental:  
         [Defendant’s] substantive obligation was to comply with the     
         ADTPA—to  make  only  accurate  representations  about  its     
         product. The substantive right of [plaintiff] and other buyers  
         was  to  obtain  wood  that  complied  with  Lumber  One's      
         representations. . . . Rule 23 alters these substantive rights and 
         obligations not a whit; with or without Rule 23, the parties have 
         the same substantive rights and responsibilities.               

; accord Scola v. Publix Supermarkets, Inc., 

 (6th Cir. 
2014) (state pleading requirement was “procedural in nature” in part because it “did not 
alter any of the elements of an age-discrimination claim under state law”). 
    This Court will follow Lisk, a thorough and highly persuasive decision from the 
federal appellate court most likely to consider the ADPTA. The substantive right created 
by ADPTA is that of a consumer’s private right of action to sue for damages arising from 
deceptive trade practices. A federal court’s capacity under Rule 23 to gather consumers 
under a properly certified class is, in essence, a matter of organizational housekeeping, not 
an enlargement of a substantive right. The State of Alabama may organize consumer 
lawsuits in its own courts differently, but cannot impose those preferences on the federal 
courts.5 The motion to strike is therefore denied with respect to the Alabama consumer 
class claims.                                                             

    Breach of Warranty Laws: Target next seeks to strike nationwide class allegations 
of breach of warranty, both express and implied. See ECF 20 at 12. According to Target, 
each claim in this case requires an individualized choice-of-law analysis (citing Phillips 
Petroleum Co. v. Shutts, 

, 822–23 (1985)), and that “clear differences in state 
breach of warranty laws are sure to preclude class certification because individual legal 
issues will necessarily predominate under Rule 23(b) or of due process considerations 

related to conflicts of laws.” 

 at 12–13. In support of this latter proposition, Target cites 
Hudock v. LG Electronics U.S.A., Inc., No. 16-cv-1220 (JRT/KMM), 

, 
at *7 (D. Minn. Mar. 30, 2020). Id. at 13. But reliance on this case demonstrates the flaw 


    5 Target attempts to diminish the Lisk ruling in part by noting that it predates a 2016 
amendment to ADTPA, in which the state legislature added language that the class action 
ban is a “substantive limitation and allowing a consumer or other person to bring a class 
action or other representative action for a violation of this chapter would abridge, enlarge, 
or modify the substantive rights created by this chapter.” 

(f). But 
clearly, the nuanced analysis required under the Rules Enabling Act, as guided by Shady 
Grove, does not hinge on whether a state simply says that a given law does or does not 
implicate a substantive right. Indeed, Lisk acknowledged that Alabama had placed its class 
action ban in the substantive text of ADTPA (as opposed to the New York ban considered 
in  Shady  Grove,  which  was  included  in  a  procedural  provision  of  state  law),  and 
nevertheless concluded that “how a state chooses to organize its statutes affects the [Rules 
Enabling Act] analysis not at all.” 

. This Court cannot substitute the 
opinion  of  Alabama’s  legislators  for  the  requisite  substantive  rights  analysis,  and 
Alabama’s amendment does not change the outcome. See Jones v. Coty, 

  (S.D.  Ala.  2018)  (“Whether  the  Alabama  Legislature  chooses  to  label 
something a ‘substantive right’ is certainly not dispositive of, and perhaps not even relevant 
to, the matter of whether a substantive right actually is at stake for Rules Enabling Act 
purposes.”); In re Takata Airbag Prod. Liab. Litig., 

, 1321 n.7 (S.D. 
Fla. 2020) (same).                                                        
in Target’s argument. Hudock is a decision reached on a class certification motion, not a 
motion to strike. On a motion to strike, the question before the Court is not whether Target 

has a good argument that one or more class claims will not be certified, but whether it 
“appears beyond doubt” that Plaintiffs “cannot” certify a class around their claims as 
pleaded. U.S. Bancorp, 635 F. Supp. 3d at 758. That is not the case here. The Court defers 
consideration of the choice-of-law issues posed by Plaintiffs’ breach of warranty claims 
until class certification is sought.                                      
    Overbreadth: Target makes a number of arguments that Plaintiffs’ class definitions 

are overbroad and should therefore be stricken. The Court will take these arguments in 
turn.                                                                     
    First, Target asserts that Plaintiffs’ have failed to identify “any ascertainable time 
period that would limit when an eligible class member purchased a Target Clean Identified 
Product.” ECF 20 at 15. According to Target, each of the common law and statutory claims 

comprising Plaintiffs’ nationwide class claims has, “at most, a statutory limitations period 
of six years,” while each of the state-subclass claims proceeds under a “statutory limitation 
periods in the range of one year to six years.” Id. Plaintiffs respond that statutes of 
limitation create an affirmative defense that a plaintiff need not plead around, and that 
setting that fact aside, there are numerous reasons that one or more statutes of limitation in 

this case may have been tolled. See ECF 32 at 25–27 (arguing the “Court should deny 
Target’s attempt to impose such sweeping legal and factual determinations at this stage”). 
Assuming without deciding that Target has accurately represented the statute of limitations 
for each of Plaintiffs’ statutory and common law claims, the Court finds that the Complaint 
is sufficiently certain on the time period that would limit the eligible class members in this 
case. As discussed previously, the Complaint clearly alleges that the Target Clean program 

began in 2019. This case was brought in 2023. To the extent that Target views the class 
definition as too broad and uncertain to proceed under Rule 23, this is once again premature 
as no class certification has been sought. Moreover, Plaintiffs allege an eligible class of 
consumers that extends back, at most, four years from the filing of the Complaint. To the 
extent that Target views the lack of additional date specificity as potentially problematic 
for determining the operation of various statutes of limitation, the Court observes again 

that the statute of limitations is an affirmative defense that a defendant must plead and 
prove. Target may take discovery on Plaintiffs’ claims and lodge such statute of limitations 
defenses as are supported by evidence at the appropriate time.            
    Second, Target argues that Plaintiffs’ class definitions are too broad because they 
would include individuals who were not misled by the “Target Clean” advertising, did not 

rely on that advertising in any way, and did not sustain any sort of recoverable injury. 
Rather, a class member need only have purchased one of the 13 Target Clean Identified 
Products.” ECF 20 at 18. Target quotes Hudock v. LG Electronics USA for the proposition 
that “fraud cases often are unsuitable for class treatment, because proof often varies among 
individuals  concerning  what  representations  were  received,  and  the  degree  to  which 

particular  persons  relied  on  the  representations.”  

,  776  (8th  Cir.  2021) 
(“Hudock II”). Hudock II, a decision rendered on appeal of a district court class certification 
order discussed immediately above, observes an important reality about the nature of fraud 
claims that may indeed bear on the contours of any certification (or failure in certification) 
of a class in this case. However, it plainly does not state a bright-line rule that fraud claims 
are per se incompatible with the requirements of Rule 23. Indeed, Plaintiffs’ preview a 

number of arguments for why individual reliance issues will not limit their ability to certify 
a class under Minnesota law in this litigation. See ECF 32 at 28–29. At this juncture, having 
determined that the named plaintiffs have stated individual fraud claims sufficient to 
survive a motion to dismiss, the Court will once more defer adjudication of the suitability 
of those claims to a broader class of plaintiffs if and when certification of such a class is 
sought.                                                                   

         2.   Injunctive Claims                                          
    Finally, the Court turns to Target’s request to strike any request for injunctive relief 
from the Complaint. This request, which would include striking the entirety of Count VII 
alleging violations of MUDTPA, is due to a purported lack of allegation of any threat of 
ongoing or future harm. See ECF 20 at 19–21. This argument again invokes standing, 

which as discussed above, requires that a plaintiff show (1) an injury in fact that (2) is fairly 
traceable to the defendant's alleged conduct and (3) is likely to be redressed by a favorable 
court ruling. Spokeo, 

. When a plaintiff seeks injunctive relief, “the ‘injury 
in fact’ element of standing requires a showing that the plaintiff faces a threat of ongoing 
or future harm.” Park v. Forest Serv. of U.S., 

 (8th Cir. 2000); see also 

City of Los Angeles v. Lyons, 

, 101–05, 107 n.8 (1983) (stating that the threat 
of future injury must be “real and immediate”).                           
    MUDTPA provides an injunctive remedy. Minn. Stat. § 325D.45; see also Barclay 
v. Icon Health & Fitness, Inc., No. 19-cv-2970 (ECT/DTS), 

, at *1 (D. 
Minn. Feb. 17, 2022) (“The M[U]DTPA’s only remedy is injunctive relief.”). The statute 
provides this remedy only for a “person likely to be damaged by a deceptive trade practice.” 

Minn. Stat. § 325D.45, subd. 1. Because MUDTPA provides injunctive relief only for a 
person likely to be damaged, it provides relief from future damage, not past damage. 
Lofquist v. Whitaker Buick-Jeep-Eagle, Inc., C5-01-767, 

, at *2 (Minn. 
Ct. App. Dec. 4, 2001) (internal quotations omitted). As such, a MUDPTA claim requires 
a showing of likely future harm that is seemingly “indistinguishable from Article III's 
threat-of-future-harm requirement for injunctive relief.” Barclay, 

, at *2 

(D. Minn. Feb. 17, 2022) (“In other words, under the M[U]DTPA, like Article III, a 
plaintiff cannot obtain an injunction without showing a likelihood of future injury.”).  
Therefore, “to state a [MU]DTPA claim, the plaintiff must allege ‘a likelihood of future 
harm.’” Jaskulske v. State Farm Mut. Auto. Ins. Co., No. 14-cv-869 (PAM/TNL), 

, at *6 (D. Minn. Nov. 3, 2014) (quoting Gardner v. First Am. Title Ins. Co., 

 (D. Minn. 2003)); see also Knotts v. Nissan N. Am., Inc., 

 (D. Minn. 2018) (“A plaintiff asserting a claim under the M[U]DTPA 
must allege an irreparable injury or threat of future harm in order to withstand a motion to 
dismiss.”); Cleveland v. Whirlpool Corp., 

,677 (D. Minn. 2021) (same). 
    Here, the Court will deny the motion to strike injunctive claims for three reasons. 

First,  the  Court  notes  that  this  request  to  entirely  “strike”  injunctive  relief  from  the 
Complaint operates indistinguishably from a request for dismissal of claims under Rule 
12(b)(6). Here, Target chose to bring exhaustive motions under both Rule 12(b) and Rule 
12(f) in an attempt to kill this litigation outright. This was certainly Target’s prerogative. 
However, to whatever extent that Target’s maximalist approach left no room in its “motion 
to dismiss” for this additional argument on injunctive standing, the Court is disinclined to 

entertain it as a request to “strike” injunctive claims. Accord Carlson Mktg. Grp., Inc. v. 
Royal Indem. Co., No. 04-cv-3368, 

, at *2 (D. Minn. Oct. 11, 2006) 
(arguments  suited  for  a  memorandum  in  support  of  summary  judgment  were  not 
appropriately lodged via a separate “motion to strike”).                  
    Second, and more substantively, the Court disagrees that the Complaint fails to 
allege a likelihood of future harm that is sufficient for the pleading stage. Here, the 

Plaintiffs allege that Target’s misrepresentations are ongoing and seek injunctive relief due 
to a continuing threat of harm. See e.g., Compl. ¶¶ 14, 300, 324, 368. Admittedly, there is 
a tension between the allegation that a person has been deceived by an allegedly fraudulent 
practice and the allegation that this same person could or will be deceived by the same 
practice again. However, as this Court has recently explained, “the threat of future harm 

can be situated in an injury other than a repeat case of deception,” such as where a consumer 
is deceived once and thereafter harmed by being unable to rely on advertising or labeling 
in the future, absent an injunction. Mekhail v. N. Mem'l Health Care, No. 23-cv-440 
(KMM/TNL), 

, at *10 (D. Minn. Mar. 28, 2024) (citing Davidson v. 
Kimberly-Clark Corp., 

 (9th Cir. 2018)). Moreover, this Court noted that 

denying injunctive standing to a consumer who has been allegedly deceived by an ongoing 
business practice simply because that consumer is unlikely to be personally deceived again, 
while ignoring the obvious implication of ongoing harm to other consumers, can risk 
rendering the public interest element of consumer protection law toothless. 

 This is 
especially true for a statute whose only remedy is injunctive.            

    Third, and finally, the Court concludes that the question of whether these Plaintiffs 
will ultimately be entitled to injunctive relief is premature. See Barclay, 

 
at *5 n.2 (concluding that the argument that there is no threat of future injury once a 
plaintiff becomes aware of an allegedly deceptive practice is better suited for determining 
whether the plaintiff is “entitled to injunctive relief on the merits, not whether they have 
standing”). In general, the Court expects Plaintiffs to appropriately narrow their theories of 

liability and requests for relief in this case based on the evidence that is developed. And 
should discovery provide facts further supporting the argument that Plaintiffs cannot show 
a likelihood of future harm, nothing prevents Target from seeking summary judgment on 
the MDPTA claim at the appropriate time.                                  
I.  Order                                                                 

    For the foregoing reasons, IT IS HEREBY ORDERED that:                
    1.  Defendant’s Motion to Dismiss (ECF 24) is DENIED; and            
    2.  Defendant’s Motion to Strike (ECF 18) is DENIED.                 

Date: September 25, 2024            s/ Katherine M. Menendez             
                                   Katherine M. Menendez                 
                                   United States District Judge