Legal Memorandum: Definition of "Person" in MN

Issue: May a city in Minnesota be considered a ‘person’ and consequently sued for violating the Minnesota Consumer Fraud Act (‘MCFA’)?

            The Minnesota Consumer Fraud Act prohibits “any person” from engaging in fraudulent conduct.  Minn. Stat. § 325F.69, subd. 1.  The term “person” is defined as “any natural person or a legal representative, partnership, corporation (domestic and foreign), company, trust, business entity, or association, and any agent, employee, salesperson, partner, officer, director, member, stockholder, associate, trustee, or cestui que trust thereof.”  Id. § 325F.68, subd. 3 (emphasis added).  Thus, a “corporation” is specifically referenced as an entity capable of violating the MCFA and generally, a “city” is defined as a municipal corporation.  Look v. PACT Charter Sch., 763 N.W.2d 675 (Minn. Ct. App. 2009).

Although no Minnesota case was located in which the court held the MFCA applied against a city, the general rule is that cities are regarded as “persons” subject to suit even where a state is not.  Monell v. Dept. of Soc. Servs. City of N.Y., 436 U.S. 658, 688 (1978) (“The usual meaning of the word ‘person’ would extend to municipal corporations” and thus cities have traditionally been regarded as “persons” who could be sued even when state cannot); Odell v. City of Eagan, 348 N.W.2d 792, 798 (Minn. Ct. App. 1984) (cities and other local government entities are “persons” who may be sued).  

See Woodland v. City of Andover, No. A05-1636 (Minn. Ct. App. June 13, 2006), mentions by footnote that the trial court dismissed an MCFA claim but does not state the basis for the […]