UNITED STATES DISTRICT COURT                             
                    DISTRICT OF MINNESOTA                                



State of Minnesota,                  Case No. 22-cv-2694 (JRT/JFD)       

               Plaintiff,                                                

v.                                           ORDER                       

Fleet Farm LLC, et al.,                                                  

               Defendants.                                               


    This matter is before the Court on Plaintiff State of Minnesota’s Motion for Leave 
to File Amended Complaint (Dkt. No. 61). The Court held a hearing on the motion on 
January 22, 2024, at which Eric Maloney and Katherine Moerke appeared for Plaintiff 
State of Minnesota, and Andrew Davis and Andrew Leiendecker appeared for the Fleet 
Farm Defendants. Plaintiff asks to add a new cause of action under 

, as 
well as two new requests for relief: civil penalties and costs and fees. Defendants oppose 
the motion to amend on the basis of futility. As set forth below, the Court finds that the 
proposed amendments are not futile. Accordingly, the motion is granted.   
I.   Background                                                           
    On October 5, 2022, Plaintiff State of Minnesota initiated this action against Fleet 
Farm  LLC,  Fleet  Farm  Group  LLC,  and  Fleet  Farm  Wholesale  Supply  Co.  LLC 
(collectively “Fleet Farm”) in Minnesota state court. (See Compl., Dkt. No. 1-1.) The State 
alleges Fleet Farm illegally and negligently sold firearms to straw purchasers. (Id. at 1.) 
The State brought five claims in its original complaint: negligence, negligence per se, 
negligent entrustment, aiding and abetting, and public nuisance. (Id. ¶¶ 70–113.) On 
October 26, 2022, Fleet Farm removed this case to federal court. (See generally Notice of 

Removal, Dkt. No. 1.) The State opposed removal and filed a motion for remand on 
November 2, 2022. The State’s motion was denied on June 27, 2023. (Order at 2, Dkt. No. 
36.)                                                                      
    On January 5, 2024, the State timely filed a motion for leave to amend the complaint 
under Federal Rule of Civil Procedure 15(a)(2). The State’s proposed First Amended 
Complaint would add (1) a new cause of action under the Minnesota Gun Control Act, 

, subd. 15(a)(2), brought pursuant to the authority granted to the 
Minnesota Attorney General pursuant to 

, subd. 11; and (2) two new 
requests for relief for alleged violations of the Minnesota Gun Control Act and Minnesota’s 
public nuisance statute, 

: a request for civil penalties pursuant to 
§ 8.31, subd. 3, and a request for costs and fees pursuant to § 8.31, subd. 3a. (See Proposed 

First Am. Compl. ¶¶ 114–30, Requested Relief ¶¶ 7–8, Dkt. No. 64-1.) In support of its 

1 

, subd. 1, provides in full:                          

    The attorney general shall investigate violations of the law of this state respecting 
    unfair, discriminatory, and other unlawful practices in business, commerce, or trade, 
    and  specifically,  but  not  exclusively,  the  Nonprofit  Corporation  Act  (sections 
    317A.001 to 317A.909), the Act Against Unfair Discrimination and Competition 
    (sections 325D.01 to 325D.07), the Unlawful Trade Practices Act (sections 325D.09 
    to 325D.16), the Antitrust Act (sections 325D.49 to 325D.66), section 325F.67 and 
    other  laws  against  false  or  fraudulent  advertising,  the  antidiscrimination  acts 
    contained in section 325D.67, the act against monopolization of food products 
    (section  325D.68),  the  act  regulating  telephone  advertising  services  (section 
    325E.39), the Prevention of Consumer Fraud Act (sections 325F.68 to 325F.70), 
    and chapter 53A regulating currency exchanges and assist in the enforcement of 
    those laws as in this section provided.                              
motion to amend, the State relies on a recent decision by the Minnesota Supreme Court, 
Findling v. Group Health Plan, Inc., 

 (Minn. 2023), in support of its position 

that the Minnesota Attorney General is authorized to enforce the Minnesota Gun Control 
Act  via  

,  subd.  1.  Fleet  Farm  responds  that  the  State’s  proposed 
amendments are futile and that the Minnesota Attorney General does not have the authority 
to enforce the Minnesota Gun Control Act through 

.      
II.   Legal Standards                                                     
    Leave to amend a pleading is governed by Federal Rule of Civil Procedure 15(a)(2), 

which provides that “a party may amend its pleading only with the opposing party’s written 
consent or the court’s leave. The court should freely give leave when justice so requires.”  
But the right to amend is not absolute. Sherman v. Winco Fireworks, Inc., 

 (8th Cir. 2008). Leave to amend may be denied for “compelling reasons such as undue 
delay, bad faith, or dilatory motive, repeated failure to cure deficiencies by amendments 

previously  allowed,  undue  prejudice  to  the  non-moving  party,  or  futility  of  the 
amendment.” 

 (citing Moses.com Sec., Inc. v. Comprehensive Software Sys., Inc., 

 (8th Cir. 2005)).                                         
    A proposed amendment to a complaint is futile if “the amended complaint could not 
withstand a motion to dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure.” 

Cornelia I. Crowell GST Tr. v. Possis Med., Inc., 

 (8th Cir. 2008). Rule 
12(b)(6) requires dismissal when a complaint fails “to state a claim to relief that is plausible 
on its face.” Bell Atl. Corp. v. Twombly, 

 (2007). The plaintiff need not 
plead “detailed factual allegations,” but mere “labels and conclusions” or “a formulaic 
recitation of the elements of a cause of action will not do.” 

 For a claim to be facially 
plausible, the plaintiff must allege “factual content that allows the court to draw the 

reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. 
Iqbal, 

 (2009). In applying this standard, the Court accepts the factual 
allegations as true and views them most favorably to the plaintiff. Hager v. Ark. Dep’t of 
Health, 

 (8th Cir. 2013).                              
III.  Discussion                                                          

    A.   The Plain Language of 

, Subd. 1               

     To determine whether the proposed new claim under the Minnesota Gun Control 
Act is futile, the Court must determine whether the Minnesota Gun Control Act falls within 
the Minnesota Attorney General’s civil enforcement powers under 

. To 
determine the meaning of a statute, the Court first examines the text’s plain language. State 
v. Stay, 

, 430 (Minn. 2019) (“The first step in statutory interpretation is to 
determine whether the statute’s language is ambiguous.”). If the language is unambiguous, 
then the Court follows the plain language. State v. Mikell, 

, 238 (Minn. 
2021).                                                                    
    In the case at hand, the Court finds that the plain language of 

, 
subd. 1, is unambiguous. The statute provides that the Attorney General shall investigate 

and assist in the enforcement of “violations of the law of this state respecting unfair, 
discriminatory, and other unlawful practices in business, commerce, or trade . . . .” 

, subd. 1. The statute then lists “specific[], but not exclusive[]” examples of 
such laws. The phrase “other unlawful practices in business, commerce, or trade” is broad 
enough to include the unlawful sale of firearms. The State has alleged that Fleet Farm sold 
firearms to straw purchasers and thus engaged in an “unlawful practice” by violating the 

Minnesota Gun Control Act. Specifically, the statute prohibits the transfer of “a pistol or 
semiautomatic military-style assault weapon to a person who has made a false statement in 
order to become a transferee, if the transferor knows or has reason to know the transferee 
has made the false statement.” 

, subd. 15(a)(2). Fleet Farm has not 
shown such a transfer cannot be, as a matter of law, an “unlawful practice[] in business, 
commerce, or trade.” If the legislature had intended to limit 

, subd. 1, to 

laws relating to consumer protection or to civil causes of action, as Fleet Farm argues, it 
could have done so. The Court is obligated to defer to the plain language of the statute. 
Accordingly, the Court finds that the proposed new claim is plausible on its face and does 
not fall outside the scope of the Minnesota Attorney General’s authority granted by 

, subd. 1.2                                                   

    Furthermore, this Court finds persuasive the Minnesota Supreme Court’s recent 
decision  in  Findling  v.  Group  Health  Plan,  Inc.,  

  (Minn.  2023),  in 
determining whether the Attorney General’s investigatory and enforcement power under 

, subd. 1, extends to the Minnesota Gun Control Act. In Findling, 
healthcare providers argued that the scope of the Attorney General’s authority under 

, subd. 1, is limited to laws relating to fraud. 

. The Minnesota Supreme 


2 Fleet Farm makes several alternative arguments in the event the Court finds that the 
language of § 8.31, subd. 1, is ambiguous. The Court need not reach these alternative 
arguments, however, since the plain language of the statute is clear.     
Court rejected this argument, because “the words fraud or fraudulent are not used to qualify 
or limit the broad general description of the laws that the Attorney General may investigate 

and enforce under section 8.31.” Id. (“If the Legislature intended to limit the set of laws 
that the Attorney General may investigate and enforce under section 8.31 to those involving 
fraud, it would have been simple to say that.”).                          
    The Minnesota  Supreme  Court  also  disagreed  that  the  phrase  “other  unlawful 
practices” is limited to unfair or discriminatory practices, because that interpretation “reads 
the words ‘other unlawful activities’ out of the statute . . . .” Id. at *11. A similar argument 

applies  to  the  qualifying  phrase  “consumer  protection.”  Fleet  Farm  argues  that  the 
“distilled” holding of Findling is that “pursuant to section 8.31, Plaintiff may investigate 
and bring enforcement actions against a business that is ‘acting inequitably and unfairly’ 
towards Minnesota consumers in violation of Minnesota law, or otherwise violating an 
affirmative legal obligation related to consumer protection.” (Def.’s Mem. Opp’n at 21, 

Dkt. No. 66) (emphasis in original). But nothing in the Findling decision or § 8.31 limits 
the Attorney General’s authority to only matters of consumer protection. As the Minnesota 
Supreme Court stated in Findling, it would have been easy enough for the legislature to 
include those words if it had intended to limit the scope of the Attorney General’s authority 
to laws that involve consumer protection.                                 

    B.   The New Requests for Relief                                     
    The State seeks to add new requests for relief for its existing public nuisance claim 
and the new Minnesota Gun Control Act claim. The statutory basis for the relief is 

, subds. 3 and 3a. Fleet Farm responds with the same futility argument: that the 
new requests for relief are futile because 

, subd. 1, does not confer 
investigative and enforcement authority on the Attorney General. The Court respectfully 

disagrees, for the reasons expressed above. Because 

, subd. 1, is written 
broadly to include “other unlawful practices in business, commerce, or trade,” the new 
requests for relief are not futile.                                       
IV.  Conclusion                                                           
    Based  on  all  of  the  files,  records,  and  proceedings  herein,  IT  IS  HEREBY 

ORDERED   that  Plaintiff  State  of  Minnesota’s  Motion  for  Leave  to  File  Amended 
Complaint (Dkt.  No. 61) is GRANTED, and the State shall file the First Amended 
Complaint within seven days.                                              

Date: March 4, 2024                 s/  John F. Docherty                 
                                   JOHN F. DOCHERTY                      
                                   United States Magistrate Judge        

                UNITED STATES DISTRICT COURT                             
                    DISTRICT OF MINNESOTA                                



State of Minnesota,                  Case No. 22-cv-2694 (JRT/JFD)       

               Plaintiff,                                                

v.                                           ORDER                       

Fleet Farm LLC, et al.,                                                  

               Defendants.                                               


    This matter is before the Court on Plaintiff State of Minnesota’s Motion for Leave 
to File Amended Complaint (Dkt. No. 61). The Court held a hearing on the motion on 
January 22, 2024, at which Eric Maloney and Katherine Moerke appeared for Plaintiff 
State of Minnesota, and Andrew Davis and Andrew Leiendecker appeared for the Fleet 
Farm Defendants. Plaintiff asks to add a new cause of action under 

, as 
well as two new requests for relief: civil penalties and costs and fees. Defendants oppose 
the motion to amend on the basis of futility. As set forth below, the Court finds that the 
proposed amendments are not futile. Accordingly, the motion is granted.   
I.   Background                                                           
    On October 5, 2022, Plaintiff State of Minnesota initiated this action against Fleet 
Farm  LLC,  Fleet  Farm  Group  LLC,  and  Fleet  Farm  Wholesale  Supply  Co.  LLC 
(collectively “Fleet Farm”) in Minnesota state court. (See Compl., Dkt. No. 1-1.) The State 
alleges Fleet Farm illegally and negligently sold firearms to straw purchasers. (Id. at 1.) 
The State brought five claims in its original complaint: negligence, negligence per se, 
negligent entrustment, aiding and abetting, and public nuisance. (Id. ¶¶ 70–113.) On 
October 26, 2022, Fleet Farm removed this case to federal court. (See generally Notice of 

Removal, Dkt. No. 1.) The State opposed removal and filed a motion for remand on 
November 2, 2022. The State’s motion was denied on June 27, 2023. (Order at 2, Dkt. No. 
36.)                                                                      
    On January 5, 2024, the State timely filed a motion for leave to amend the complaint 
under Federal Rule of Civil Procedure 15(a)(2). The State’s proposed First Amended 
Complaint would add (1) a new cause of action under the Minnesota Gun Control Act, 

, subd. 15(a)(2), brought pursuant to the authority granted to the 
Minnesota Attorney General pursuant to 

, subd. 11; and (2) two new 
requests for relief for alleged violations of the Minnesota Gun Control Act and Minnesota’s 
public nuisance statute, 

: a request for civil penalties pursuant to 
§ 8.31, subd. 3, and a request for costs and fees pursuant to § 8.31, subd. 3a. (See Proposed 

First Am. Compl. ¶¶ 114–30, Requested Relief ¶¶ 7–8, Dkt. No. 64-1.) In support of its 

1 

, subd. 1, provides in full:                          

    The attorney general shall investigate violations of the law of this state respecting 
    unfair, discriminatory, and other unlawful practices in business, commerce, or trade, 
    and  specifically,  but  not  exclusively,  the  Nonprofit  Corporation  Act  (sections 
    317A.001 to 317A.909), the Act Against Unfair Discrimination and Competition 
    (sections 325D.01 to 325D.07), the Unlawful Trade Practices Act (sections 325D.09 
    to 325D.16), the Antitrust Act (sections 325D.49 to 325D.66), section 325F.67 and 
    other  laws  against  false  or  fraudulent  advertising,  the  antidiscrimination  acts 
    contained in section 325D.67, the act against monopolization of food products 
    (section  325D.68),  the  act  regulating  telephone  advertising  services  (section 
    325E.39), the Prevention of Consumer Fraud Act (sections 325F.68 to 325F.70), 
    and chapter 53A regulating currency exchanges and assist in the enforcement of 
    those laws as in this section provided.                              
motion to amend, the State relies on a recent decision by the Minnesota Supreme Court, 
Findling v. Group Health Plan, Inc., 

 (Minn. 2023), in support of its position 

that the Minnesota Attorney General is authorized to enforce the Minnesota Gun Control 
Act  via  

,  subd.  1.  Fleet  Farm  responds  that  the  State’s  proposed 
amendments are futile and that the Minnesota Attorney General does not have the authority 
to enforce the Minnesota Gun Control Act through 

.      
II.   Legal Standards                                                     
    Leave to amend a pleading is governed by Federal Rule of Civil Procedure 15(a)(2), 

which provides that “a party may amend its pleading only with the opposing party’s written 
consent or the court’s leave. The court should freely give leave when justice so requires.”  
But the right to amend is not absolute. Sherman v. Winco Fireworks, Inc., 

 (8th Cir. 2008). Leave to amend may be denied for “compelling reasons such as undue 
delay, bad faith, or dilatory motive, repeated failure to cure deficiencies by amendments 

previously  allowed,  undue  prejudice  to  the  non-moving  party,  or  futility  of  the 
amendment.” 

 (citing Moses.com Sec., Inc. v. Comprehensive Software Sys., Inc., 

 (8th Cir. 2005)).                                         
    A proposed amendment to a complaint is futile if “the amended complaint could not 
withstand a motion to dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure.” 

Cornelia I. Crowell GST Tr. v. Possis Med., Inc., 

 (8th Cir. 2008). Rule 
12(b)(6) requires dismissal when a complaint fails “to state a claim to relief that is plausible 
on its face.” Bell Atl. Corp. v. Twombly, 

 (2007). The plaintiff need not 
plead “detailed factual allegations,” but mere “labels and conclusions” or “a formulaic 
recitation of the elements of a cause of action will not do.” 

 For a claim to be facially 
plausible, the plaintiff must allege “factual content that allows the court to draw the 

reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. 
Iqbal, 

 (2009). In applying this standard, the Court accepts the factual 
allegations as true and views them most favorably to the plaintiff. Hager v. Ark. Dep’t of 
Health, 

 (8th Cir. 2013).                              
III.  Discussion                                                          

    A.   The Plain Language of 

, Subd. 1               

     To determine whether the proposed new claim under the Minnesota Gun Control 
Act is futile, the Court must determine whether the Minnesota Gun Control Act falls within 
the Minnesota Attorney General’s civil enforcement powers under 

. To 
determine the meaning of a statute, the Court first examines the text’s plain language. State 
v. Stay, 

, 430 (Minn. 2019) (“The first step in statutory interpretation is to 
determine whether the statute’s language is ambiguous.”). If the language is unambiguous, 
then the Court follows the plain language. State v. Mikell, 

, 238 (Minn. 
2021).                                                                    
    In the case at hand, the Court finds that the plain language of 

, 
subd. 1, is unambiguous. The statute provides that the Attorney General shall investigate 

and assist in the enforcement of “violations of the law of this state respecting unfair, 
discriminatory, and other unlawful practices in business, commerce, or trade . . . .” 

, subd. 1. The statute then lists “specific[], but not exclusive[]” examples of 
such laws. The phrase “other unlawful practices in business, commerce, or trade” is broad 
enough to include the unlawful sale of firearms. The State has alleged that Fleet Farm sold 
firearms to straw purchasers and thus engaged in an “unlawful practice” by violating the 

Minnesota Gun Control Act. Specifically, the statute prohibits the transfer of “a pistol or 
semiautomatic military-style assault weapon to a person who has made a false statement in 
order to become a transferee, if the transferor knows or has reason to know the transferee 
has made the false statement.” 

, subd. 15(a)(2). Fleet Farm has not 
shown such a transfer cannot be, as a matter of law, an “unlawful practice[] in business, 
commerce, or trade.” If the legislature had intended to limit 

, subd. 1, to 

laws relating to consumer protection or to civil causes of action, as Fleet Farm argues, it 
could have done so. The Court is obligated to defer to the plain language of the statute. 
Accordingly, the Court finds that the proposed new claim is plausible on its face and does 
not fall outside the scope of the Minnesota Attorney General’s authority granted by 

, subd. 1.2                                                   

    Furthermore, this Court finds persuasive the Minnesota Supreme Court’s recent 
decision  in  Findling  v.  Group  Health  Plan,  Inc.,  

  (Minn.  2023),  in 
determining whether the Attorney General’s investigatory and enforcement power under 

, subd. 1, extends to the Minnesota Gun Control Act. In Findling, 
healthcare providers argued that the scope of the Attorney General’s authority under 

, subd. 1, is limited to laws relating to fraud. 

. The Minnesota Supreme 


2 Fleet Farm makes several alternative arguments in the event the Court finds that the 
language of § 8.31, subd. 1, is ambiguous. The Court need not reach these alternative 
arguments, however, since the plain language of the statute is clear.     
Court rejected this argument, because “the words fraud or fraudulent are not used to qualify 
or limit the broad general description of the laws that the Attorney General may investigate 

and enforce under section 8.31.” Id. (“If the Legislature intended to limit the set of laws 
that the Attorney General may investigate and enforce under section 8.31 to those involving 
fraud, it would have been simple to say that.”).                          
    The Minnesota  Supreme  Court  also  disagreed  that  the  phrase  “other  unlawful 
practices” is limited to unfair or discriminatory practices, because that interpretation “reads 
the words ‘other unlawful activities’ out of the statute . . . .” Id. at *11. A similar argument 

applies  to  the  qualifying  phrase  “consumer  protection.”  Fleet  Farm  argues  that  the 
“distilled” holding of Findling is that “pursuant to section 8.31, Plaintiff may investigate 
and bring enforcement actions against a business that is ‘acting inequitably and unfairly’ 
towards Minnesota consumers in violation of Minnesota law, or otherwise violating an 
affirmative legal obligation related to consumer protection.” (Def.’s Mem. Opp’n at 21, 

Dkt. No. 66) (emphasis in original). But nothing in the Findling decision or § 8.31 limits 
the Attorney General’s authority to only matters of consumer protection. As the Minnesota 
Supreme Court stated in Findling, it would have been easy enough for the legislature to 
include those words if it had intended to limit the scope of the Attorney General’s authority 
to laws that involve consumer protection.                                 

    B.   The New Requests for Relief                                     
    The State seeks to add new requests for relief for its existing public nuisance claim 
and the new Minnesota Gun Control Act claim. The statutory basis for the relief is 

, subds. 3 and 3a. Fleet Farm responds with the same futility argument: that the 
new requests for relief are futile because 

, subd. 1, does not confer 
investigative and enforcement authority on the Attorney General. The Court respectfully 

disagrees, for the reasons expressed above. Because 

, subd. 1, is written 
broadly to include “other unlawful practices in business, commerce, or trade,” the new 
requests for relief are not futile.                                       
IV.  Conclusion                                                           
    Based  on  all  of  the  files,  records,  and  proceedings  herein,  IT  IS  HEREBY 

ORDERED   that  Plaintiff  State  of  Minnesota’s  Motion  for  Leave  to  File  Amended 
Complaint (Dkt.  No. 61) is GRANTED, and the State shall file the First Amended 
Complaint within seven days.                                              

Date: March 4, 2024                 s/  John F. Docherty                 
                                   JOHN F. DOCHERTY                      
                                   United States Magistrate Judge