Pitman Farms v. Kuehl Poultry, LLC

United States Court of Appeals
For the Eighth Circuit
___________________________
No. 21-1113
___________________________
Pitman Farms
lllllllllllllllllllllPlaintiff - Appellee
v.
Kuehl Poultry, LLC; Rodney Boser; Dan Schlichting; John Tschida; Chris
Uhlenkamp; David Welle
lllllllllllllllllllllDefendants - Appellants
____________
Appeal from United States District Court
for the District of Minnesota
____________
Submitted: December 14, 2021
Filed: September 8, 2022
____________
Before SMITH, Chief Judge, GRUENDER and KOBES, Circuit Judges.
____________
SMITH, Chief Judge.
This case concerns the application of two Minnesota statutes and a rule
promulgated by the Minnesota Department of Agriculture (MDA) that establish the
liability of a parent company for the unmet contractual obligations of its subsidiary
under certain kinds of agricultural contracts. Minn. Stat. § 17.93, subd. 2; Minn. Stat.
§ 27.133; Minn. R. 1572.0040. At issue is whether the relevant Minnesota statutory

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and administrative law applies to chicken production contracts between the
defendants (collectively, the Growers), who are Minnesota chicken producers, and
Simply Essentials, LLC (Simply Essentials), a chicken processor. If they apply, then
plaintiff Pitman Farms (Pitman Farms), a California corporation and Simply
Essentials’s parent company, is liable to the Growers for Simply Essentials’s breaches
of contract.
Pitman Farms brought suit under the federal Declaratory Judgment Act, 28
U.S.C. § 2201, seeking a declaration that the Minnesota statutes and cases governing
agricultural parent-company liability do not apply to the Growers’ contracts with
Simply Essentials. Pitman Farms argued that the parent-liability authorities do not by
their own terms apply to the contracts. Pitman Farms also argued that Delaware law
rather than Minnesota law governs the Growers’ contracts with Simply Essentials.
Lastly, it argued that applying the parent-liability authorities would run afoul of the
federal dormant Commerce Clause doctrine.
The Growers filed a counterclaim also for declaratory relief. In it, they sought
contrary declarations and damages. The parties filed cross-motions for summary
judgment on their respective declaratory-judgment claims. The district court granted
Pitman Farms’s summary-judgment motion and denied the Growers’ cross-motion
based upon its conclusion that the Minnesota parent-liability authorities do not by
their terms apply to the subject contracts because those authorities do not apply to
parent companies of LLCs. It did not reach Pitman Farms’s other arguments. We now
reverse and remand for further proceedings.
I. Background
A. The Legislation at Issue
This dispute concerns two provisions of the Minnesota Statutes and a related
administrative rule: (1) Minn. Stat. § 17.93, subd. 2 (“Parent company responsibility
for contracts of subsidiaries”), (2) Minn. Stat. § 27.133 (“Parent company liability”),
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and (3) Minn. R. 1572.0040 (“PARENT COMPANY LIABILITY”). These
authorities establish liability of parent companies for the debts of their subsidiaries
with respect to certain agricultural contracts, overriding the general rule that
precludes such liability.
These authorities have a common origin. On April 28, 1988, the Minnesota
Legislature directed the MDA commissioner to convene an advisory task force to
advise and provide recommendations to the legislature for “economic protection for
[Minnesota] farmers producing agricultural commodities under contract.” Pitman
Farms v. Kuehl Poultry LLC, 508 F. Supp. 3d 465, 485 n.16 (D. Minn. 2020)
(quoting 1988 Minn. Laws 1265). “Such economic protection ‘would be provided
when businesses have filed bankruptcy and are unable to make payments under the
contract or are otherwise financially unable to make payments under the contract.’”
Id. (quoting 1988 Minn. Laws 1265). In February 1990, the advisory task force issued
its Final Report. The Report reiterated the task force’s purpose to study and
recommend new programs that would provide economic protection for producers of
agricultural products. See R. Doc. 70-8, at 9.
Two months later, the Minnesota Legislature enacted economic protections for
Minnesota farmers based upon these recommendations. Those economic protections
are found in two chapters of the Minnesota Statutes relating to agriculture: chapters
17 and 27.1 With respect to chapter 17, these protections are found specifically in
§§ 17.90–.98.2
1The relevant chapter 27 provisions include §§ 27.03, subds. 3–4; 27.04;
27.0405; 27.041; 27.06; 27.131; 27.133 (at issue here); and 27.138.
2“Agricultural Contracts” is the heading that introduces sections 17.90 to 17.98
of the Minnesota Statutes.
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Section 17.93 provides, in relevant part:
Parent company liability. If an agricultural contractor is the subsidiary
of another corporation, partnership, or association, the parent
corporation, partnership, or association is liable to a seller for the
amount of any unpaid claim or contract performance claim if the
contractor fails to pay or perform according to the terms of the contract.
Minn. Stat. § 17.93, subd. 2 (emphasis omitted).
Chapter 17 of the Minnesota Statutes contains provisions generally relating to
the purpose and operations of the MDA. Id. (“Chapter 17. Department of
Agriculture”). This includes provisions establishing the department and its principal
positions, such as the position of commissioner, see id. § 17.01, as well as prescribing
the powers and duties of the department, see, e.g., id. §§ 17.013, 17.03, 17.039–.107.
Many sections of chapter 17 authorize the MDA commissioner to promulgate
administrative rules to enforce or to implement different sections of this chapter. See,
e.g., id. §§ 17.035, subd. 2(a); 17.494; 17.496–.498; 17.4997; 17.701; 17.991. Section
17.945 authorizes the MDA commissioner to “adopt rules to implement sections
17.90 to 17.98.” Under this authority, the MDA commissioner sought to implement
chapter 1572 of the Minnesota Rules.
Pursuant to Minn. Stat. § 14.131, the MDA prepared a “statement of need and
reasonableness” (SONAR)3 in reference to chapter 1572. The SONAR for the
3Section 14.131 requires Minnesota state administrative agencies to prepare a
SONAR and make it available for public review prior to the adoption of a rule. The
SONAR sets forth the rationale for the rule and includes such information as a
“description of the classes of persons who probably will be affected by the proposed
rule,” likely costs of rule enforcement, and “a determination of whether there are less
costly methods or less intrusive methods,” among other matters, that went into the
proposal, consideration, and ultimate decision to adopt a new rule. Id.
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adoption of a proposed “Rule Governing Producer Protection” was published on
November 19, 1990. R. Doc. 70-9, at 1 (emphasis omitted). The SONAR referred
repeatedly to Minn. Stat. §§ 17.90–.98 as the “Producer Protection Act,” and it
identified the overarching purpose for the adoption of rules “governing the protection
of producers . . . to implement the Producer Protection Act[,] including the
prohibition of specific trade practices.” Id.
Minnesota Rule 1572.0040 implements § 17.93, and it contains similar
language to its companion statutory provision:
A corporation, partnership, sole proprietorship, or association that
through ownership of capital stock, cumulative voting rights, voting
trust agreements, or any other plan, agreement, or device, owns more
than 50 percent of the common or preferred stock entitled to vote for
directors of a subsidiary corporation or provides more than 50 percent
of the management or control of a subsidiary is liable to a seller of
agricultural commodities for any unpaid claim or contract performance
claim of that subsidiary.
With regard to Rule 1572.0040, the SONAR explained that “[t]his rule is reasonable
because it allows the producer recourse against a third party who substantially owns
or controls the corporation that has contracted with the producer.” R. Doc. 70-9, at
3. Additionally, in its discussion of the potential effects of the MDA’s
implementation of the Act on small businesses, the SONAR reiterated that “[t]he
intent of the Producer Protection Act was to provide financial protection for
producers, most of whom are small business persons.” Id. at 4. Chapter 1572,
including Rule 1572.0040, went into effect in March of 1991. 15 Minn. Reg. 1285,
1924 (Mar. 4, 1991).
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Section 27.133 of the Minnesota Statutes provides as follows:
27.133 Parent company liability
If a wholesale produce dealer is a subsidiary of another corporation,
partnership, or association, the parent corporation, partnership, or
association is liable to a seller for the amount of any unpaid claim or
contract performance claim if the wholesale produce dealer fails to pay
or perform according to the terms of the contract and this chapter.4
In a provision entitled “Public policy,” chapter 27 provides a statement of the
legislature’s policy goal in enacting the statute: “It is therefore declared to be the
policy of the legislature that certain financial protection be afforded those who are
producers on the farm . . . .” Id. § 27.001.
It is undisputed that Simply Essentials was the subsidiary of its parent, Pitman
Farms, which had a greater than 50-percent stake in the former. It is likewise
undisputed that the Growers are “producers” for the purpose of § 17.93 as that term
is defined in § 17.90:
4After this suit commenced, the Minnesota legislature amended chapter 27 to
substitute “wholesale produce dealer” with the newly defined term “farm products
dealer.” See 2020 Minn. Sess. Law Serv. Ch. 89 (H.F. 4285), art. 1 § 14. The
amendments were approved by the Governor on May 16, 2020, and took effect on
August 1, 2020. See Minn. Stat. § 645.02. While the parties do not address this issue,
we note that the prior version of chapter 27 governs this dispute because, under
Minnesota law, statutes do not apply retroactively “unless clearly and manifestly so
intended by the legislature,” Minn. Stat. § 645.21, and there is no apparent indication
of such an intent, cf. Lieser v. Sexton, 441 N.W.2d 805, 807 (Minn. 1989) (finding
clear and manifest intent of the legislature to apply a statute retroactively where the
statute included “an immediate effective date” and “appl[ied]. . . to ‘all cases
pending’”). Because the prior version of chapter 27 was in effect when this dispute
arose, it is the version that is cited herein.
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“Producer” means a person who produces or causes to be produced an
agricultural commodity in a quantity beyond the person’s own family
use and:
(1) is able to transfer title to another; or
(2) provides management, labor, machinery, facilities, or any other
production input for the production of an agricultural commodity.
Id. § 17.90, subd. 4. The Growers “provide[d] management, labor, machinery, [and]
facilities” for producing chickens, but they did not own the chickens and could not
therefore transfer title to any commodity. Id. Hence, they meet the definition of
“producer” given in subparagraph (2) but not that given in subparagraph (1).
The term “producer” appears repeatedly in the sections from 17.90 to 17.98.5
“Seller,” on the other hand, only appears twice: once in § 17.90 and again in § 17.93.
As to the former instance, the term appears within the definition of “[a]gricultural
contract” and is used to specifically exclude contracts with “seller[s] of grain” from
the definition. Id. § 17.90, subd. 1a. “Seller” is not defined in § 17.90.
However, “seller” is defined in chapter 27: “‘Seller’ means a farmer or
wholesale produce dealer, whether the person is the owner of the produce or produces
it for another person who holds title to it.” Id. § 27.01, subd. 10. It is undisputed that
the Growers are “sellers” for the purpose of chapter 27 again based upon the fact that
the Growers “produce[d] [chickens] for another person [(Simply Essentials)] who
h[eld] title to [them].” Id.
Another difference between chapters 17 and 27 is that the former imposes
parent liability when the subsidiary is an “agricultural contractor” while the latter
5Id. §§ 17.91, 17.92, 17.941, 17.942, 17.943, 17.944, 17.9441, 17.97, 17.98.
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imposes the same when the subsidiary is a “wholesale produce dealer.” Section 17.90
defines “[c]ontractor” to be “a person who in the ordinary course of business buys
agricultural commodities grown or raised in this state or who contracts with a
producer to grow or raise agricultural commodities in this state.” Id. § 17.90, subd.
3.6 “Agricultural contractor” is left undefined in chapter 17.
Chapter 27 defines “[w]holesale produce dealer” to be “a person who buys
from or contracts with a seller for production or sale of produce in wholesale lots for
resale.” Id. § 27.01, subd. 8(1).7
Thus, both “contractor” and “wholesale produce dealer” are defined as
“persons.” Section 645.44 defines this term: “‘Person’ may extend and be applied to
bodies politic and corporate, and to partnerships and other unincorporated
associations.” Id. § 645.44, subd. 7. This definition of “person” applies as the term
is “used in Minnesota Statutes or any legislative act . . . unless another intention
clearly appears.” Id., subd. 1.
Minnesota’s Limited Liability Company Act, which established the limited
liability company (LLC) as a legal entity, was first enacted in 1992 as chapter 322B.
See 1992 Minn. Laws ch. 517 (H.F. No. 1910).8 This came two years after the
6Minn. Stat. § 17.90, subd. 2 defines “[a]gricultural commodity” to “include[]
. . . poultry.” It is undisputed that the chickens that the Growers produced were
agricultural commodities under the statute.
7Minn. Stat. § 27.01, subd. 2(3) defines “[p]roduce” to include “poultry and
poultry products.” It is undisputed that the chickens that the Growers produced were
produce under the statute.
8In 2014, the Minnesota Revised Uniform Limited Liability Company Act was
enacted and codified in Chapter 322C, and Chapter 322B was repealed. See 2014
Minn. Laws ch. 157 (H.F. No. 977).
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legislature’s enactment of §§ 17.90–.98 and the amendments to chapter 27 and one
year after chapter 1572 became effective. The Act included provisions directing that
many other statutes be amended to include explicit references to limited liability
companies. 1992 Minn. Laws ch. 517 (H.F. No. 1910), art. 1. However, it did not
direct that any agricultural statutes be amended.
B. The Dispute
In 2017, the Growers each entered into separate agreements with Prairie’s Best
Farm, Inc. (Prairie’s Best), a Minnesota chicken processor, to grow chickens in
exchange for monthly payments and bi-monthly bonus payments. On November 10,
2017, Simply Essentials purchased the assets of Prairie’s Best and assumed the
production agreements. Simply Essentials was a limited liability company organized
under Delaware law and headquartered in California.
Three days later, Pitman Farms purchased Simply Essentials’s membership
interests and became its only member. In 2019, Simply Essentials ceased operating
due to financial difficulties. On June 7, 2019, Simply Essentials notified the Growers
that it was winding down its business operations and liquidating its assets and that it
would terminate its contracts with the Growers effective September 5, 2019.
Following the termination of their contracts, the Growers made multiple demands for
payment on Pitman Farms for Simply Essentials’s debts. The Growers alleged that
they were owed over $6 million due to breaches by Simply Essentials. The Growers
believed Pitman Farms, as corporate parent for Simply Essentials, was liable based
upon Minnesota agricultural parent-company-liability law. Pitman Farms, however,
disputed the Growers’ contention that it was responsible for Simply Essentials’s
contractual obligations and denied that the parent-company-liability authorities
applied.
In response to the Growers’ claims, Pitman Farms filed this declaratory
judgment action under the federal Declaratory Judgment Act, 28 U.S.C. § 2201,
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seeking a declaration that the parent-company-liability statutes and rule do not govern
the Growers’ contracts with Simply Essentials. Pitman Farms argued that these
authorities do not apply by their own terms to the contracts because (1) § 17.93, subd.
2, and Rule 1572.0040 only provide statutory relief to “sellers,” and the Growers
were not “sellers” for the purposes of this provision; and (2) despite being “sellers”
for the purposes of the § 27.133, they were not entitled relief because Simply
Essentials, an LLC, was not a “corporation, partnership, or association” under any of
the parent-company-liability authorities. Pitman Farms further argued that
§ 322C.0801 of the Minnesota Uniform LLC Act mandates application of Delaware
law and forecloses any application of parent-company-liability under Minnesota law.
Pitman Farms asserted that since Delaware law applies, applying parent-company
liability under Minnesota law would violate the federal Dormant Commerce Clause
doctrine. The Growers brought a counterclaim also under the Declaratory Judgment
Act, making essentially opposite arguments.
The district court granted Pitman Farms’s motion for summary judgment and
denied the Growers’ cross-motion, on the grounds that the parent-company-liability
authorities by their own terms do not govern the subject contracts. The court reasoned
that § 17.93 only provides relief to “sellers,” not “producers,” and that the Growers,
being the latter, were without remedy. The court further reasoned that none of the
relevant statutes or cases apply when, as here, the subsidiary is a limited liability
company. Because the court held that the statutes by their own terms do not apply, it
did not consider the remaining choice-of-law and Dormant Commerce Clause issues.
II. Discussion
On appeal, the Growers argue that the district court erred in holding that they
were not entitled to seek relief against Pitman Farms for its subsidiary Simply
Essentials’s unmet obligations under the Minnesota parent-company-liability laws.
Pitman Farms, for its part, argues the same issues that it raised before the district
court.
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Summary judgment should be granted “if the movant shows that there is no
genuine dispute as to any material fact and the movant is entitled to judgment as a
matter of law.” Fed. R. Civ. P. 56(a). A fact is “material” if it “might affect the
outcome of the suit” under the governing substantive law. Anderson v. Liberty Lobby,
Inc., 477 U.S. 242, 248 (1986). A dispute over a fact is “genuine” only if “the
evidence is such that a reasonable jury could return a verdict for the nonmoving
party.” Id. “The evidence of the non-movant is to be believed, and all justifiable
inferences are to be drawn in his favor.” Id. at 255. Cross-motions for summary
judgment require viewing the evidence in the light most favorable to the plaintiff and
defendant in turn, depending on whose motion is being considered. Fjelstad v. State
Farm Ins. Co., 845 F. Supp. 2d 981, 984 (D. Minn. 2012).
Substantive issues in a diversity case under 28 U.S.C. § 1332, as here, are
governed by state law. Paine v. Jefferson Nat’l Life Ins. Co., 594 F.3d 989, 992 (8th
Cir. 2010); see also Erie R. Co. v. Tompkins, 304 U.S. 64, 78 (1938). This case turns
on the interpretation of Minnesota law. Statutory interpretation is substantive rather
than procedural because it concerns the meaning and application of state substantive
law. Behlmann v. Century Sur. Co., 794 F.3d 960, 963 (8th Cir. 2015) (“Interpreting
state statutes, this court applies that state’s rules of statutory construction”).
Accordingly, we will follow Minnesota law in interpreting its statutes and
regulations. In Minnesota, “[a]dministrative rules have the force and effect of law.”
Minn. Energy Res. Corp. v. Comm’r of Revenue, 886 N.W.2d 786, 801 (Minn. 2016)
(citing Minn. Stat. § 270C.06 (“Rulemaking authority”); U.S. W. Material Res., Inc.
v. Comm’r of Revenue, 511 N.W.2d 17, 20 n.2 (Minn. 1994)). Like its statutes,
Minnesota’s administrative rules are subject to the Minnesota Legislature’s rules of
statutory construction. Minn. Stat. § 645.001. Under Minnesota law, “[t]he object of
all interpretation and construction of laws is to ascertain and effectuate the intention
of the legislature.” Id. § 645.16 (“Legislative intent controls”). Moreover, the
legislature has provided a number of places to look to ascertain that intent. See id. §
645.16 (1)–(8); see also Christianson v. Henke, 831 N.W.2d 532, 537 (Minn. 2013).
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This case presents three distinct interpretive questions that we will consider in
turn.
A. The Meaning of “Seller”
The first question is whether the Growers are “sellers” under § 17.93 and the
administrative rule implementing it, Rule 1572.0040. The district court held that,
despite their undisputedly being “sellers” for the purpose of § 27.133, the Growers
were not “sellers” under § 17.93 or Rule 1572.0040, leaving them without relief
under those provisions.
Since “seller” is not defined in the statute, the court looked to chapter 17’s
definition provision (§ 17.90) and parent-company-liability provision (§ 17.93) along
with Rule 1572.0040 to determine what the legislature intended the term to mean. The
court began with the definition of “producer” in § 17.90, subdiv. 4, which
distinguishes between two kinds of producers: the first, one who produces an
agricultural commodity and can transfer title to it (that is, who owns the commodity
and can sell it); the second, one who merely provides a service or input to produce the
commodity and presumably does not own the commodity. There is no dispute that the
Growers meet the second part of the definition. But, as they did not own the chickens
that they produced, they could not transfer title and thus failed to meet the first part
of the definition.
The court, endeavoring to avoid surplusage and to give effect to every word of
the statute, reasoned that “seller” in § 17.93 must be contrasted with “producer” as
defined in § 17.90. In making this distinction, the court limited the possible meanings
of “seller” in the statute. However, it still had to define the term. Accordingly, the
court turned its attention to Rule 1572.0040, which implemented § 17.93, to help
uncover the legislature’s intended definition of “seller.” It determined that the term
was used to “limit[] parent-company liability to contracts between a subsidiary and
‘a seller of agricultural commodities.’” Pitman Farms, 508 F. Supp. 3d at 477
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(quoting Minn. R. 1572.0040). Based on the use of the phrase “seller of agricultural
commodities,” the court inferred that the rule’s definition was “narrower than the
definition of ‘producer’ for purposes of sections 17.90 to 17.98 because it includes
only the transfer-of-title element of that definition from section 17.90, subdivision
4(1) and omits the provision-of-services element described in section 17.90,
subdivision 4(2).” Id. (emphasis added). And because the Growers never owned the
chickens that they produced and were thus unable to transfer title to them, the court
reasoned that “[i]n view of the heightened deference owed Rule 1572.0040 and the
good reasons for interpreting section 17.93 to share the rule’s reach, neither section
17.93 nor the rule govern the Growers’ contracts with Simply Essentials.” Id. at 478.
The court’s reasoning rests upon two canons of construction found in
Minnesota law: (1) the rule against surplusage and (2) the presumption of consistent
usage. “The canon against surplusage ‘favors giving each word or phrase in a statute
a distinct, not an identical, meaning.’” State v. Thompson, 950 N.W.2d 65, 69 (Minn.
2020) (quoting State v. Thonesavanh, 904 N.W.2d 432, 437 (Minn. 2017)).9 “‘[W]hen
different words are used in the same context, we assume that the words have different
meanings’ so that every word is given effect.” Id. (quoting Dereje v. State, 837
N.W.2d 714, 720 (Minn. 2013)). “Stated differently, we attempt to avoid
interpretations that would render a word or phrase superfluous, void, or insignificant,
thereby ensuring each word in a statute is given effect.” Id. Additionally, Minnesota
courts have adopted the presumption of consistency in diction, such that a word used
in similar contexts throughout a statute should hold fast to its meaning while another
word appearing in its stead should be given another meaning. Id. These presumptions
are in keeping with United States Supreme Court precedent, which recognizes “the
9Notably, in Thompson, the Minnesota Supreme Court rejected an argument
that “false” and “fictitious” should be distinguished within a statute, observing that
the canons against surplusage and in favor of consistent usage were “not helpful
here.” Id.
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usual rule that when the legislature uses certain language in one part of the statute and
different language in another, the court assumes different meanings were intended.”
Sosa v. Alvarez-Machain, 542 U.S. 692, 711 n.9 (2004) (internal quotation marks
omitted).
But when the statute is part of a broader statutory scheme, another canon of
interpretation, in pari materia, should also be considered. Certain canons, like the
rules against surplusage and inconsistent usage, become more useful as the
appropriate frame of reference narrows, as when interpreting a single term as used
within a single statute. The in pari materia canon, on the other hand, can be more
useful when multiple statutes are at issue:
Statutes relating to the same subject matter, especially where they have
the same purpose in view, are [i]n pari materia and are to be construed
together the same as if they constituted but one statute. The object of the
rule is to ascertain and carry into effect the intention of the legislature,
and it proceeds upon the supposition that the several statutes were
governed by one spirit and policy and consequently were intended to be
consistent and harmonious in their several parts and provisions.
McNeice v. City of Minneapolis, 84 N.W.2d 232, 236 (Minn. 1957) (emphasis added)
(cleaned up); see also Cent. Hous. Assocs., LP v. Olson, 929 N.W.2d 398, 406 (Minn.
2019) (“Generally, statutes relating to the same subject matter or with a common
purpose ‘should be construed together.’” (quoting Apple Valley Red-E-Mix, Inc. v.
Minn. Dep’t of Pub. Safety, 352 N.W.2d 402, 404 (Minn. 1984)); Harris v. Cty. of
Hennepin, 679 N.W.2d 728, 732 (Minn. 2004) (it is a well-established rule of
statutory construction that “[s]tatutes should be read as a whole with other statutes
that address the same subject”); Hahn v. City of Ortonville, 57 N.W.2d 254, 261
(Minn. 1953) (“When legislative acts involve a single subject or problem, there is an
unusually strong reason for applying the rule of statutory construction that when
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statutes are [i]n pari materia they are to be construed harmoniously and together.”
(emphasis added)).
The United States Supreme Court has acknowledged that it is a “fundamental
canon of statutory construction that the words of a statute must be read in their
context and with a view to their place in the overall statutory scheme.” FDA v. Brown
& Williamson Tobacco Corp., 529 U.S. 120, 133 (2000) (internal quotation marks
omitted). Furthermore, the Court has specifically noted that “the presumption of
consistent usage ‘readily yields’ to context, and a statutory term—even one defined
in the statute—‘may take on distinct characters from association with distinct
statutory objects calling for different implementation strategies.’” Util. Air Regul.
Grp. v. EPA., 573 U.S. 302, 320 (2014) (quoting Environmental Defense v. Duke
Energy Corp., 549 U.S. 561, 574 (2007)). The simultaneous enactment of a set of
statutes addressing the same problem can be additional evidence of a single statutory
scheme. Cf. Hahn, 57 N.W.2d at 261 (finding three statutes “supplementary to one
another and . . . integral parts of a unified plan” despite being “enacted at different
times”).
The Minnesota general parent-company-liability statute (§ 27.133), the
Producer Protection Act (§§ 17.90–.98), and the implementation rule for that Act
were all passed in the same legislative session, address the same issue, and have
nearly identical language. Thus, viewing these provisions in pari materia makes
sense. Accordingly, the district court should have considered § 27.133 in construing
the meaning of “seller” in § 17.93 and in Rule 1572.0040.
Considering these provisions together, we hold that the term “seller” can
include “producer” when applying the Producer Protection Act and its implementing
Rule.
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The term “seller” is ambiguous as it is used in § 17.93 and in Rule 1572.0040.
First, it is left undefined. Second, there are at least two reasonable interpretations for
the meaning of the term. 500, LLC v. City of Minneapolis, 837 N.W.2d 287, 290
(Minn. 2013) (“A statute is ambiguous only if it is susceptible to more than one
reasonable interpretation.”); Staab v. Diocese of St. Cloud, 813 N.W.2d 68, 72–73
(Minn. 2012). One meaning, for which Pitman Farms argues and which the district
court accepted, flows from the canons against surplusage and inconsistent meanings
and distinguishes “seller” from the defined term “producer.” Accordingly, it limits the
definition of “seller” to transferors-of-title. A second meaning, sought by the
Growers, ascribes to § 17.93 and Rule 1572.0040 the definition of “seller” given in
chapter 27. The latter interpretation would enable the Growers to be “sellers” for the
purposes of all three relevant authorities.
Minnesota law discerns legislative intent by taking a number of nonexclusive
considerations into account, including:
(1) the occasion and necessity for the law;
(2) the circumstances under which it was enacted;
(3) the mischief to be remedied;
(4) the object to be attained;
(5) the former law, if any, including other laws upon the same or similar
subjects;
(6) the consequences of a particular interpretation;
(7) the contemporaneous legislative history; and
(8) legislative and administrative interpretations of the statute.
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Minn. Stat. § 645.16. Section 27.001 provides a clear statement of the legislature’s
policy goals10 in its section entitled “Public policy”: “It is therefore declared to be the
policy of the legislature that certain financial protection be afforded those who are
producers on the farm.” Id. (emphasis added). Unfortunately, chapter 27 does not
actually define or use the term “producer”; rather, it simply confers financial
protections on “sellers.” See generally Minn. Stat. ch. 27. “Seller” is defined in
§ 27.01, subdiv. 10, as “a farmer or wholesale produce dealer, whether the person is
the owner of the produce or produces it for another person who holds title to it.” Id.
(emphasis added). Based on this definition and on the stated legislative purpose, it is
reasonable to conclude that chapter 27 considers “seller” and “producer” to be
functionally equivalent terms for its purposes of protecting agricultural producers.
Furthermore, as this definition encompasses both the provision of production
services and the ability to transfer title of farm products, it is the functional equivalent
of chapter 17’s definition of “producer.” Cf. id. § 17.90, subd. 4 (defining “producer”
as one “who produces . . . an agricultural commodity” and can “transfer title to
another” or “provides . . . production input for the production of an agricultural
commodity”). “Seller” and “producer” then have the same meaning (1) within chapter
27 and (2) across chapters 17 and 27. It is thus apparent that the legislature in
building this statutory scheme considered “seller” and “producer” to be synonymous
for at least some purposes.11
10This purpose is likewise clear from the statutes’ legislative history. See 1988
Minn. Laws ch. 688 (H. F. No. 1000) art. 13, § 1 (setting forth the legislative purpose
“to provide economic protection for farmers producing agricultural commodities
under contract”).
11This interpretation may create surplusage. However, it would by no means be
the only place in this statute where surplusage appears. To take one such example,
§ 17.93, subd. 2, imposes liability upon parent companies whose subsidiary is “an
agricultural contractor.” “Agricultural contract” is defined as “any written contract
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The district court considered Rule 1572.0040’s use of the term “seller” in
relation to agricultural commodities to limit it to transferors-of-title. We disagree. The
court’s construction is at odds with the intentions of the drafters. The MDA
consistently reasserted that the purpose of the Rule was to provide financial
protections to producers not merely commodity sellers. Cf. Contemporary Indus.
Corp. v. Frost, 564 F.3d 981, 985 (8th Cir. 2009) (“[I]f the relevant text is not
reasonably susceptible to more than one interpretation, we will not look beyond it
unless application of the plain language ‘will produce a result demonstrably at odds
with the intentions of its drafters.’” (quoting United States v. Ron Pair Enters., 489
U.S. 235, 242 (1989)), abrogated on other grounds by Merit Mgmt. Grp., LP v. FTI
Consulting, Inc., 138 S. Ct. 883 (2018). The rule must be read in its context, that is,
against the statutory background that it is enacting. See, e.g., Brown & Williamson,
529 U.S. at 133.
Even assuming arguendo that the MDA indeed meant to interpret “seller” as
only involving transfer of title, this interpretation does not meet our standards for
deference. In this case, the interpretation would not be “reasonable,” see A.A.A. v.
Minn. Dep’t of Human Servs., 832 N.W.2d 816, 822–23 (Minn. 2013), and moreover
there are “compelling indications that it is wrong,” Buhs v. State, Dep’t of Pub.
Welfare, 306 N.W.2d 127, 129 (Minn. 1981) (internal quotation marks omitted). As
discussed above, the reasonableness of the interpretation of this rule must be
evaluated against the backdrop of the statutory scheme that gave rise to the rule. To
adopt a reading of “seller” that brings it into conflict with chapter 27 produces a result
greatly at odds with the express legislative intent. See Minn. Stat. § 645.17 (stating
between a contractor and a producer,” and “[c]ontractor” is defined as one “buy[ing]
agricultural commodities” or “contract[ing . . . to grow or raise agricultural
commodities,” but “agricultural contractor” is undefined. Id. § 17.90, subd. 1a, 3.
Thus, as the only contractors relevant to the statute deal in agriculture, qualifying
“contractor” with “agricultural” adds nothing—it is simply redundant.
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that courts may presume that “the legislature does not intend a result that is absurd,
impossible of execution, or unreasonable”). Such a reading defines certain producers
as “sellers” for the purpose of one parent-company-liability statute but specifically
excludes them from that definition for another virtually identical statute. Assuming
all other necessary conditions were met, this would mean that non-seller producers
may seek relief under § 27.133 but are singled out to be denied identical relief under
§ 17.93 and Rule 1572.0040. We do not believe this was the intent of the legislature.
The Minnesota parent-company-liability authorities are in pari materia.
Reading § 17.93 and Rule 1572.0040 in light of chapter 27 requires reading the term
“seller” to include “producer” in the Producer Protection Act. As the Growers are
undisputedly sellers for the purpose of § 27.133, they should accordingly be
considered sellers for the purpose of § 17.93 and Rule 1572.0040. For these reasons,
the district court erred in holding that the Growers were not “sellers” under § 17.93
and Rule 1572.0040.
B. The Meaning of “Another”
Sections 17.93 and 27.133 apply, and trigger parent-company liability, when
the company in default is a “subsidiary of another corporation, partnership, or
association.” Minn. Stat. §§ 17.93, subd. 2; 27.133. Pitman Farms contends that the
use of “another” in this context requires both the parent and the subsidiary to be a
corporation, partnership, or association. The Growers argued before the district court
and argue now on appeal that the use of “another” here simply distinguishes one
organization, the subsidiary, from a different one, the parent.
The district court agreed with Pitman Farms. The court observed that
“Minnesota courts ‘construe the word “another” according to its common and
approved usage unless it is defined in statute or has acquired a special meaning.’”
Pitman Farms, 508 F. Supp. 3d at 478 (quoting State v. Stewart, 624 N.W.2d 585,
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589 (Minn. 2001)). The district court made note of two cases where Minnesota courts
rejected arguments similar to the Growers’. In Elsola v. Commissioner of Revenue,
the Minnesota Tax Court rejected an argument that “another state” referred to a
foreign country in a statute that imposing liability upon a “resident of this state” to
pay “to another state or a province or territory of Canada,” holding instead that
“another state” meant “one of the states of the United States other than Minnesota.”
No. 3980, 1984 WL 2983, at *1–2 (Minn. Tax Ct. Apr. 9, 1984) (emphasis omitted).
And in State v. Campbell, the Minnesota Supreme Court held that “another offense”
applied only to felonies, not to misdemeanors, reasoning that it appeared in the
Minnesota Sentencing Guidelines which in general only apply to felonies. 814
N.W.2d 1, 5 (Minn. 2012). These cases stand for the proposition that to uncover the
meaning of “another,” we look to the semantic and statutory context in which it
appears.
The district court also observed that the Growers’ interpretation would
effectively read the word “another” out of the statutes because a subsidiary and a
parent are by definition distinct entities. Thus, their interpretation lacks semantic and
legal support and also creates surplusage. See, e.g., Thompson, 950 N.W.2d at 69
(“[W]e attempt to avoid interpretations that would render a word or phrase
superfluous, void, or insignificant, thereby ensuring each word in a statute is given
effect.”).
The court explained that the ambiguity underlying this dispute “arises because
the definition of ‘another’ has at least two components in tension with each
other”—namely, that “another” implies both sameness and distinctiveness. Pitman
Farms, 508 F. Supp. 3d at 479. In short, the word refers to a different member of the
same group or kind. Thus, “another corporation, partnership, or association” means
a second member of the group composed of “corporations, partnerships, and
associations” that is distinct from a first member of the same group. In other words,
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the subsidiary—as well as the parent—has to be a “corporation, partnership, or
association” according to what those words refer to under the statutes.
The district court is right. The Growers’ interpretation fails to do justice to the
statutes’ plain language. The meaning of the word “another,” if left undefined by
statute, is constrained by its immediate semantic context. See Stewart, 624 N.W.2d
at 589; Campbell, 814 N.W.2d at 5; Elsola, 1984 WL 2983, at *1. The district court
correctly held that “‘another’ is better understood [as indicating] that both the parent
and subsidiary must be drawn from one of the categories listed in section 27.133 [and
section 17.93].” Pitman Farms, 508 F. Supp. 3d at 480.
C. The Meaning of “Corporation, Partnership, or Association”
The district court’s interpretation of the three parent-company-liability
authorities construed the phrase “corporation, partnership, or association” as
excluding LLCs.12 Consequently, because Simply Essentials was an LLC, its parent,
Pitman Farms, was not liable for Simply Essentials’s debts. In so holding, the court
rejected the Growers’ argument, renewed on appeal, that the legislature used this
phrase to enact parent-company liability for subsidiaries of any business form,
including LLCs. Calling the question “close and difficult,” the court identified “[f]our
primary considerations [that] le[d] to this conclusion”:
first, that section 27.133 was enacted before the creation of limited
liability companies in Minnesota but has not been amended since;
second, that “association” does not seem intended in section 27.133 as
12While the district court only analyzed this question with respect to § 27.133,
it noted that its analysis would apply to § 17.93 as well if the Growers were in fact
“sellers” under the latter provision. Rule 1572.0040 has comparable though slightly
different language in that it adds “sole proprietorship” to the above list. We do not
think that this addition materially affects the analysis, and what follows applies to all
three Minnesota parent-company-liability authorities.
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a catch-all for every form of business organization that might exist;
third, that “association” is more commonly intended to mean something
different from a limited liability company when it is used elsewhere in
Minnesota statutes; and fourth, that no Minnesota case answers the
question.
Pitman Farms, 508 F. Supp. 3d at 480. The court observed that while “this conclusion
appears somewhat at odds with section 27.133’s general purpose, . . . that general
purpose cannot be understood without accounting for textual limits.” Id.
Minnesota case law nearest to the point is inconclusive. Before the district
court, Pitman Farms relied on the case Minnesota Joint Underwriting Ass’n v. Star
Tribune Media Co., 862 N.W.2d 62 (Minn. 2015), for the proposition that an LLC
could not be an association. It cited that case’s statement that “an ‘association’ is not
a legal entity separate from the persons who compose it.” Id. at 66. The district court
found this statement unhelpful in apprehending the meaning of the word in the
relevant statutes because of the facts and matter at issue in that case. We agree with
the district court.
The court also considered two cases much closer in application to the present
issue. These cases specifically address whether an LLC can be treated as a
corporation, partnership, or association for a particular statutory purpose. The first
case—which the district court described as “[t]he case that comes the closest [to
providing an answer] is Enbridge Energy, Ltd. Partnership v. Dyrdal, No. A08-1863,
2009 WL 2226488 (Minn. Ct. App. July 28, 2009).” Pitman Farms, 508 F. Supp. 3d
at 483. As an unpublished opinion of the Minnesota Court of Appeals, it lacks
precedential value, but its reasoning is helpful. In Enbridge, the court reasoned that
the meaning of the undefined term “association” in an oil transportation statute must
include LLCs because to hold otherwise would be absurd:
“Association” is left undefined by chapter 117; however, given
the context in which association is used in chapter 117, it would be
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absurd for us to conclude that the legislature intended to exclude certain
types of business entities from the powers granted by Minn.[ ]Stat.
§ 117.48. See Minn.[ ]Stat. § 645.17 (2008) (stating that courts presume
that the legislature does not intend results that are “absurd, impossible
of execution, or unreasonable”).
. . .
[Minn. Stat. § 117.48] addresses businesses that are in the
business of transporting crude petroleum. There is no indication from
the text of the statute that the legislature intended to differentiate or
exclude businesses that transport crude petroleum based on how they
are organized or incorporated. To draw distinctions based on what type
of form a business adopts would unnecessarily exclude businesses that
would otherwise be eligible to take property in furtherance of a public
necessity or use.
Enbridge, 2009 WL 2226488, at *3 (emphasis added). The district court sought to
distinguish this case, noting that “Enbridge does not warrant the same result here”
because “[t]he context is quite different” and “the interpretive challenges raised . . .
here . . . were not addressed in Enbridge.” Pitman Farms, 508 F. Supp. 3d at 484.
With regard to the difference in context, the court observed that “Enbridge concerned
a challenge to a crude oil transporter’s ability to acquire a right-of-way easement
necessary to installation of a 108-mile underground pipeline.” Id.
The reasoning of Enbridge, however, should not be overly discounted. The
statute in question there conferred certain rights on business organizations. In
Enbridge, as here, the dispute concerned a statute that conferred certain rights on
businesses. Both statutes mention “associations” without defining the term and fail
to mention “LLCs” at all. Compare Minn. Stat. § 117.48, with id. § 27.133. In
Enbridge, as here, the basic interpretive challenge is whether an LLC is an
“association” for purposes of entitlement to access to statutory remedies. While
Enbridge concerned oil transportation and this case agricultural contracts, the
statutory interpretation issue that formed the basis for the dispute is the same. In other
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words, the two cases are comparable precisely on the most important point: would
Minnesota exclude a class of businesses from the operation of a remedial statute on
the basis of their business form?
Furthermore, the Enbridge court did not limit its interpretive conclusion to a
particular statutory or industrial context; indeed, it said nothing about the specific
context playing a role in its reasoning. Rather, the Enbridge court’s reasoning relied
upon a legal principle, the absurdity canon, found in Minn. Stat. § 645.17, which says
that courts should read statutes to avoid “absurd . . . or unreasonable” results. Here,
as in Enbridge, the statutory texts do not reflect a legislative intent “to differentiate
or exclude businesses . . . based on how they are organized.” 2009 WL 2226488, at
*3.
The second case raised by the Growers that the district court distinguished is
Krueger v. Zeman Construction Co., 781 N.W.2d 858 (Minn. 2010). Krueger treated
an LLC as a “person” for determination of the applicability of the Minnesota Human
Rights Act, which defined “‘person’ [to] include[] a partnership, association, or
corporation” as well as other non-business entities. Id. at 862. The district court
discounted its holding for lack of reasoning or analysis.
The district court accurately described the Krueger court’s dearth of detailed
analysis of this question. Indeed, the Krueger court did not even say which of the
three business types mentioned—partnership, association, or corporation—qualifies
an LLC as a “person” under the statute. See id. Nonetheless, Krueger does provide
a second instance where Minnesota courts considered an LLC to be a “partnership,
association, or corporation.” Id. Enbridge and Krueger are not controlling, but they
do provide this court insight into the current state of Minnesota law on the crucial
question of whether LLCs can escape the operation of parent-company liability on the
basis of the failure to list LLCs as a distinct business organization in the relevant
statutes and Rule.
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The Minnesota legislature’s lack of amendment subsequent to the advent of
LLCs played a significant role in the district court’s conclusion. Upon our review, we
do not think that this fact suffices to exclude LLCs from the operation of the laws at
issue in this case.
Here, the Enbridge and Krueger cases provide some weight to tip the scale
towards including LLCs as an association for purposes of the parent-company-
liability provisions of the Producer Protection Act. Moreover, as the Growers argue,
the Minnesota Statutes’ generally applicable definition of “[p]erson” provides some
additional weight. Minn. Stat. § 645.44, subd. 7. Both “contractor” in § 17.93 and
“wholesale produce dealer” in § 27.133 are defined as “persons.” “Person,” in turn,
is defined by Minn. Stat. § 645.44, subd. 7, as “extend[ing] and . . . appl[ying] to
bodies politic and corporate, and to partnerships and other unincorporated
associations.”13 This definition of “person” applies as the term is “used in Minnesota
Statutes or any legislative act . . . unless another intention clearly appears.” Id.
§ 645.44, subd. 1. The phrase “unincorporated associations” in the generally
applicable definition of “person” is being used as a catch-all for businesses of any
type. See id. § 645.44, subd. 7. An LLC is neither a corporate body nor a partnership;
hence, if it is a legal person under Minnesota law, then it could only be such as an
“unincorporated association.”
Additionally, Minnesota law requires that ambiguity in statutory language be
resolved with the intent of the drafters in mind. Id. § 645.16(4). Enbridge and
Krueger also show that construing the Minnesota parent liability authorities to apply
to LLCs constitutes a “reasonable interpretation”; assuming that reading it to exclude
13Additionally, some courts have interpreted the term “unincorporated
associations” to include LLCs. See, e.g., Ferrell v. Express Check Advance of SC,
LLC, 591 F.3d 698, 705 (4th Cir. 2010) (holding that the phrase “unincorporated
associations” includes LLCs); Int’l Flavors & Textures, LLC v. Gardner,
966 F. Supp. 552, 554–55 (W.D. Mich. 1997) (applying a rule that members
determine citizenship of “unincorporated associations” to LLCs).
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LLCs is also reasonable interpretation, this gives rise to ambiguity. 500, LLC, 837
N.W.2d at 290 (“A statute is ambiguous only if it is susceptible to more than one
reasonable interpretation.”). Here, the legislative intent is clear: with respect to
agricultural contracts, the Minnesota legislature intended parent companies to be
liable for the breaches of their subsidiaries. See Minn. Stat. § 27.001. There is no
apparent reason why the legislature would have decided to single out LLCs as
exceptions. Cf. Enbridge, 2009 WL 2226488, at *3. Ambiguity occasioned by the
absence of subsequent amendment should not wholly negate express, unambiguous
statutory intent.
Lastly, we note chapter 27’s “Public policy” section. In addition to providing
the policy justification to protect agricultural producers, it also explains that “[t]he
provisions of this chapter which relate to perishable agricultural commodities shall
be liberally construed to achieve these ends and shall be administered and enforced
with a view to carrying out the above declaration of policy.” Minn. Stat. § 27.001.
This comports with Minnesota Supreme Court precedent advising liberal construction
of statutes that confer remedies in favor of the remedy. See, e.g., Hansen v. Robert
Half Int’l, Inc., 813 N.W.2d 906, 916 (Minn. 2012) (“Generally, ‘statutes which are
remedial in nature are entitled to a liberal construction, in favor of the remedy
provided by law, or in favor of those entitled to the benefits of the statute.’” (quoting
Blankholm v. Fearing, 22 N.W.2d 853, 855 (Minn. 1946))); see also Olson v. Push,
Inc., 640 F. App’x 567, 570 (8th Cir. 2016) (unpublished per curiam); Maust v.
Maust, 23 N.W.2d 537, 540 (Minn. 1946) (“[S]trict construction should not be
pushed to the extent of nullifying the beneficial purpose of the statute, or lessening
the scope plainly intended to be given thereto.”). Indeed, “it is not unusual to extend
the enacting words of a remedial statute beyond their literal import and effect in order
to include cases within the same mischief, or within the reason of the statute.”
Blankholm, 22 N.W.2d at 855.
Here, the legislature clearly expressed its intent to protect producers of
agricultural commodities from economic harm due to parent business entities using
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their organizational form to avoid liability for their subsidiaries’ actions. Ironically,
should LLCs be excluded from the operation of the law due to the lack of amendment
it will achieve the exact opposite without any meaningful rationale. Accordingly, we
hold that the use of the phrase “corporation, partnership, or association” in the
relevant statutes and Rule is intended to include LLCs for the purpose of parent-
company liability.14
III. Conclusion
For the foregoing reasons, we reverse the district court and remand for
proceedings not inconsistent with this opinion.
______________________________
14We decline to consider the several alternative bases for affirmance that
Pitman Farms offers in its brief. The district court did not address Pitman Farms’s
choice-of-law and dormant Commerce Clause arguments. While usually “a federal
appellate court does not consider an issue not passed upon below,” we have discretion
not to follow the general rule when we think it appropriate. Singleton v. Wulff, 428
U.S. 106, 120 (1976). “The court may exercise its discretion to consider newly raised
issues ‘where the proper resolution is beyond any doubt, or where injustice might
otherwise result, or when the argument involves a purely legal issue in which no
additional evidence or argument would affect the outcome of the case.’” Scott C. by
& through Melissa C. v. Riverview Gardens Sch. Dist., 19 F.4th 1078, 1082 (8th Cir.
2021) (quoting Universal Title Ins. Co. v. United States, 942 F.2d 1311, 1314–15 (8th
Cir. 1991)). Here, the resolution of these issues is not beyond all doubt; rather, they
could benefit from additional argument before the district court. Moreover, injustice
will not result because our holding today means that litigation will continue.
Accordingly, we decline to address these issues and remand for further proceedings.
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