Opinion
A22-0928
02-06-2023
Lisa STONE, on behalf of herself and all others similarly situated, Respondent, v. INVITATION HOMES, INC., et al., Appellants, THR Property Management, L.P., et al., Defendants.
Mark L. Vavreck, Gonko & Vavreck PLLC, Minneapolis, Minnesota; and Thomas J. Lyons, Jr., Consumer Justice Center, P.A., Vadnais Heights, Minnesota; and Michael Davey, Full Circle Law, Wyndmoor, Pennsylvania (for respondent) Lindsay W. Cremona, Garth G. Gavenda, John W. Kuehl, Jellum Law, P.A., Stillwater, Minnesota (for appellants)
Mark L. Vavreck, Gonko & Vavreck PLLC, Minneapolis, Minnesota; and Thomas J. Lyons, Jr., Consumer Justice Center, P.A., Vadnais Heights, Minnesota; and Michael Davey, Full Circle Law, Wyndmoor, Pennsylvania (for respondent)
Lindsay W. Cremona, Garth G. Gavenda, John W. Kuehl, Jellum Law, P.A., Stillwater, Minnesota (for appellants)
Considered and decided by Gaïtas, Presiding Judge; Bratvold, Judge; and Larson, Judge.
OPINION
BRATVOLD, Judge
Appellant Invitation Homes Inc. (IH) and its subsidiaries, appellants IH3 Property Minnesota L.P., IH4 Property Minnesota L.P., IH5 Property Minnesota L.P., 2015-3 IH2 Borrower L.P., and 2015-2 IH2 Borrower L.P. (together, the L.P. subsidiaries), seek interlocutory review of the district court's order denying their motions to dismiss respondent Lisa Stone's amended complaint for failure to state a claim upon which relief can be granted. The amended complaint alleges various claims detailed below; the gist of these allegations is that Stone rented a home from IH under an unlawful lease that required her to perform maintenance without compensation.
Appellants’ motions and memoranda argued that the amended complaint fails to allege facts showing (1) personal jurisdiction over IH; (2) Stone's standing to pursue claims against all appellants; or (3) a public benefit under the Minnesota Consumer Fraud Act (MCFA), Minn. Stat. § 325F.69 (2022). Appellants contend that the district court erred in its analysis of these three issues. Stone argues that the district court correctly analyzed each of these issues on the merits and also that we lack jurisdiction over the portions of the district court's order based on standing and the MCFA claim.
Our analysis tracks the three issues appellants raise, but we decline to decide two issues. First, because the district court did not rule on personal jurisdiction over IH, we remand for the district court to decide the issue. Second, we consider whether we have jurisdiction over the district court's standing determination, and because the Minnesota Supreme Court has stated standing is jurisdictional, we conclude that a defendant may seek immediate review of an order denying dismissal based on lack of standing. For that reason, we have jurisdiction over the standing ruling in the district court's order. We then affirm the district court's determination that the amended complaint sufficiently alleges standing as to IH and reverse the district court's determination that the amended complaint sufficiently alleges standing as to the L.P. subsidiaries. Third, we conclude that appellants have no right to immediate appellate review of the district court's ruling that the amended complaint sufficiently states a claim for relief under the MCFA.
FACTS
The following summarizes the factual allegations in Stone's amended complaint; any inferences are drawn in the light most favorable to Stone.
In February 2018, Stone entered into a two-year lease with an IH subsidiary, 2015-1 IH2 Borrower L.P. (landlord), for a home on Waterside Lane in Mound. The lease listed THR Property Management L.P. (THR) as the property manager and stated that Stone would pay rent to "Invitation Homes."
Section 12 of the lease provided that Stone would perform maintenance, landscaping, and "outside care," including watering, "edging, irrigation, lawn fertilization, weed control, shrub and tree trimming, lawn mowing, removal of sticks and fallen branches, pine island rejuvenation, snow and ice removal, gutter cleaning, lawn overseeding, and leaf removal." An addendum to the lease stated that "$0.00 per month" would be deducted from the monthly rent for any maintenance required by section 12. In October 2019, Stone and landlord agreed to terminate the lease three and one-half months early.
In July 2021, Stone commenced a putative class action against IH, as owner of the home on Waterside Lane, and defendant THR, as property manager, for unlawfully failing to provide adequate consideration for maintenance responsibilities required by the lease. The complaint alleges that IH "owns, leases, and manages ... hundreds of rental homes in Minnesota" and that Stone's lease is typical of the leases used by IH.
Rather than answer, IH and THR moved to dismiss for failure to state a claim upon which relief can be granted under Minn. R. Civ. P. 12.02. First, IH and THR contended that the district court lacked personal jurisdiction over IH because "IH is not registered with the Minnesota Secretary of State to conduct business in the state" and "does not own the property [Stone leased] or any properties in Minnesota." Second, IH and THR argued that the amended complaint fails to state a claim under the MCFA.
In response, Stone filed and served an amended complaint, also styled as a putative class action, adding allegations and new defendants. The new defendants were seven limited partnerships, all of which the amended complaint alleges to be subsidiaries of IH. These limited partnerships are landlord, IH2 Property Illinois L.P., IH3 Property Minnesota L.P., IH4 Property Minnesota L.P., IH5 Property Minnesota L.P., 2015-3 IH2 Borrower L.P., and 2015-2 IH2 Borrower L.P.
Of the seven limited partnerships named in Stone's amended complaint, only five appeal; landlord and IH2 Property Illinois L.P. did not appeal. (THR, the property-management company, also did not appeal.) As noted above, we use the "L.P. subsidiaries" to refer only to the limited partnerships that appealed the district court's interlocutory ruling.
Stone's amended complaint repeats the factual allegations outlined above about Stone's lease, claiming the lease obligated her to perform "a considerable number of [landscaping] duties," which she performed, but the lease "provided zero consideration" for performance of the required maintenance and "did not make conspicuous" that tenants would receive a "$0.00" maintenance credit. Based on these allegations, the amended complaint claims the lease breached the statutory landlord covenant under Minn. Stat. § 504B.161 (2022), violated the MCFA, and unjustly enriched the defendants. The amended complaint seeks declaratory and injunctive relief, damages, costs, and attorney fees. In support of a putative class action, the amended complaint alleges that defendants leased other properties in Minnesota and used the same unlawful maintenance provision.
Defendants—landlord, THR, IH2 Property Illinois L.P., IH, and the L.P. subsidiaries—moved to strike the amended complaint as improper or, in the alternative, to dismiss the amended complaint under rule 12.02. Reading defendants’ motions together with their memoranda, they sought dismissal based on lack of personal jurisdiction over IH, lack of standing as to all defendants, and failure to state a claim upon which relief can be granted under the MCFA. Stone opposed both motions.
After a hearing, the district court issued an order denying the motion to strike and requesting supplemental briefing on "the merits of the motion to dismiss the amended complaint." Defendants’ supplemental brief again argued for dismissal based on lack of personal jurisdiction over IH and failure to state a claim under the MCFA. Defendants’ supplemental brief narrowed their standing argument to focus solely on IH and the L.P. subsidiaries, contending that the amended complaint fails to sufficiently allege standing to sue IH and the L.P. subsidiaries because Stone did not have "a lease agreement or any other relationship" with these defendants.
Stone's supplemental brief argued that she has standing to sue "some" of the defendants and that because the defendants’ actions are "tightly interwoven," Stone "may bring a class action against all of the defendants." Stone also argued that defendants’ motion to dismiss should be denied because the amended complaint adequately pleads each cause of action. Stone's supplemental brief did not address personal jurisdiction over IH.
The district court denied the motion to dismiss. The memorandum accompanying the district court's order first stated that Stone has standing to pursue claims against all defendants. The district court reasoned that Stone's amended complaint alleges IH used "a network of alter-ego subsidiaries designed to violate tenants’ rights" and that the lease, which was referenced in the complaint, showed the "undeniable" overlap in "identity, location, and affiliation" between IH and its subsidiaries. Second, the district court determined that the amended complaint "properly allege[s] a claim for violation of the CFA" because it sufficiently alleges a public benefit by claiming that defendants "lease residential property to low-income renters and regularly utilize improper fee-shifting provisions." Third, the memorandum did not discuss personal jurisdiction over IH, yet denied the motion to dismiss. IH and the L.P. subsidiaries appeal.
A district court "may consider documents referenced in a complaint without converting the motion to dismiss to one for summary judgment." N. States Power Co. v. Minn. Metro. Council , 684 N.W.2d 485, 490 (Minn. 2004).
Defendants’ motion to dismiss asserted other grounds, which the district court rejected. On appeal, appellants’ brief to this court challenges only the district court's determinations about personal jurisdiction, standing, and the MCFA.
As stated above at note 1, landlord, THR, and IH2 Property Illinois L.P. did not join in the appeal.
ISSUES
I. Did the district court err by denying appellants’ motion to dismiss the amended complaint without ruling on personal jurisdiction over IH?
II. May a defendant seek immediate appellate review of an order denying a motion to dismiss a complaint for lack of standing, and if so, did the district court err by failing to dismiss the amended complaint because the allegations fail to show Stone's standing to sue IH and the L.P. subsidiaries?
III. Is the district court's determination that the amended complaint sufficiently alleges a public benefit under the MCFA immediately appealable?
ANALYSIS
I. The district court erred by denying appellants’ motion to dismiss without ruling on personal jurisdiction over IH.
Personal jurisdiction refers to a "court's power to exercise control over the parties" in a case. Leroy v. Great W. United Corp. , 443 U.S. 173, 180, 99 S.Ct. 2710, 61 L.Ed.2d 464 (1979). Whether personal jurisdiction exists is a question of law subject to de novo review. Bandemer v. Ford Motor Co. , 931 N.W.2d 744, 749 (Minn. 2019). If a defendant challenges personal jurisdiction, the plaintiff must make "a prima facie showing that personal jurisdiction is proper." Id. When a court reviews a motion to dismiss for lack of personal jurisdiction, the court "accepts all of the factual allegations in the complaint and supporting affidavits as true." Id. "In a close case, we resolve any doubt in favor of retaining jurisdiction." Id.
Here, the amended complaint alleges that IH owns, leases, and manages "hundreds of rental homes in Minnesota," including the one Stone leased. IH argues in its brief to this court that IH does not own the property Stone leased, this fact is "evidenced by the lease," and IH owns no other property in Minnesota. In support of its motion in district court, IH submitted an affidavit from its attorney stating, "The lease does not identify IH as the landlord and IH is not referenced in the lease." The same attorney's affidavit identified and attached a copy of Stone's lease, which provided that Stone would pay rent to "Invitation Homes." The lease does not state who owns the Waterside Lane home.
Appellants contend the district court erred by denying their motion to dismiss because the amended complaint fails to allege facts showing personal jurisdiction over IH. Appellants also point out that a defendant may seek immediate appellate review of an order when it denies a motion to dismiss for lack of personal jurisdiction. See Hunt v. Nev. State Bank , 285 Minn. 77, 172 N.W.2d 292, 300 (1969). Appellants argue that we should either (a) reverse the district court's decision denying the motion to dismiss because Minnesota lacks personal jurisdiction over IH as a matter of law or (b) remand the issue to the district court for a ruling on personal jurisdiction. Appellants contend that they challenged the jurisdictional grounds alleged in the amended complaint, and Stone did not meet her burden to respond and produce evidence showing personal jurisdiction over IH. On appeal, Stone argues that the allegations in the amended complaint must be taken as true and that these allegations sufficiently show that Minnesota has personal jurisdiction over IH because it owns, leases, and manages rental homes in Minnesota, including the home on Waterside Lane. In support of her position, Stone cites to JL Schwieters Construction, Inc. v. Goldridge Construction, Inc. , 788 N.W.2d 529, 536 (Minn. App. 2010) (holding a party was subject to personal jurisdiction in Minnesota based on land ownership and business activities in the state, including renting property), rev. denied (Minn. Dec. 14, 2010).
We note that Stone makes other arguments in support of the district court's personal jurisdiction over IH, such as IH having a registered agent for service in Minnesota and IH's "alter-ego" relationship with the L.P. subsidiaries. Because we remand this issue, we need not address each of Stone's arguments.
Here, the district court did not discuss or decide personal jurisdiction over IH when it denied appellants’ motion to dismiss. "A reviewing court must generally consider only those issues that the record shows were presented [to] and considered by the trial court in deciding the matter before it." Thiele v. Stich , 425 N.W.2d 580, 582 (Minn. 1988) (quotation omitted). Even when the parties raised an issue, the appellate court will not consider the issue "if it was not passed on by the trial court." Id. (quotation omitted).
The district court did not "pass on" Minnesota's personal jurisdiction over IH, despite appellants raising the issue in their motion to dismiss, at the motion hearing, and in supplemental briefing. Thus, we decline to review the issue and remand for the district court to address it. See Shamrock Dev., Inc. v. Smith , 754 N.W.2d 377, 385 (Minn. 2008) (remanding for the district court to make findings necessary to determine jurisdiction); Thiele , 425 N.W.2d at 582.
II. The district court erred in determining Stone had standing to sue the L.P. subsidiaries.
"Standing is the requirement that a party have a sufficient stake in a justiciable controversy." Sec. Bank & Tr. Co. v. Larkin, Hoffman, Daly & Lindgren, Ltd. , 916 N.W.2d 491, 496 (Minn. 2018) (quotation omitted). "A party has standing when (1) the party has suffered an injury-in-fact, or (2) the party is the beneficiary of a legislative enactment granting standing." Webb Golden Valley, LLC v. State , 865 N.W.2d 689, 693 (Minn. 2015). "Standing focuses on whether the plaintiff is the proper party to bring a particular lawsuit." Citizens for Rule of Law v. Senate Comm. on Rules & Admin. , 770 N.W.2d 169, 174 (Minn. App. 2009) (quotation omitted), rev. denied (Minn. Oct. 20, 2009).
We first consider our jurisdiction over this issue. No Minnesota caselaw discusses whether a defendant may obtain immediate appellate review when a district court denies a motion to dismiss based on standing. Because the supreme court has held that standing is a jurisdictional doctrine, we conclude that an order denying a motion to dismiss for lack of standing is immediately appealable. We then consider whether the amended complaint alleges sufficient facts to show that Stone has standing to sue appellants.
A. An order denying a motion to dismiss for lack of standing is immediately appealable.
Appellants argue that the standing issue is immediately appealable because "standing goes to the heart of jurisdiction," "the issues of personal jurisdiction and standing are intertwined," and "the interests of justice and judicial economy warrant review." Stone responds that the district court's denial of the motion to dismiss for lack of standing is not immediately appealable because it was "not a final judgment" and does not "meet the requirements of the collateral order doctrine."
Stone also contends that "the standing issue is not immediately appealable as an issue ‘inextricably intertwined’ with personal jurisdiction," citing to Aon Corp. v. Haskins , 817 N.W.2d 737 (Minn. App. 2012). But Aon is distinguishable. In Aon , we concluded that the denial of a motion to dismiss for failure to state a claim was not "inextricably intertwined" with the appeal of a motion to dismiss for lack of personal jurisdiction and thus was not immediately appealable. 817 N.W.2d at 742. Here, the district court did not rule on personal jurisdiction; therefore, the district court's order cannot sustain appellate jurisdiction, as it did in Aon . As a result, the inextricably intertwined analysis does not apply here, as it did in Aon .
Minnesota favors a unitary appeal after a final judgment. 3 Erica A. Holzer & Katherine S. Barrett Wiik, Minnesota Practice § 101.3 (2022 ed. 2022); see Patton v. Minneapolis St. Ry. , 245 Minn. 396, 71 N.W.2d 861, 862 (1955) ("Ordinarily an appeal will not be considered piecemeal ...."). Minnesota recognizes a right to appeal from a final judgment, a partial judgment entered under Minn. R. Civ. P. 54.02, as well as other orders enumerated in a "nearly exhaustive list." Minn. R. Civ. App. P. 103.03(a)-(j) ; Minn. R. Civ. App. P. 103.03 1998 advisory comm. cmt. (noting that "there are limited grounds for appeal other than those set forth in Rule 103.03"). This list incorporates statutes and caselaw; for instance, it provides that an appeal may be taken "from such other orders or decisions as may be appealable by statute or under the decisions of the Minnesota appellate courts." Minn. R. Civ. App. P. 103.03(j).
Orders denying motions to dismiss are, generally, not appealable. Kokesh v. City of Hopkins , 307 Minn. 159, 238 N.W.2d 882, 884 (1976). But see Minn. R. Civ. App. P. 103.03(i) (allowing an appeal from an order denying a motion to dismiss or motion for summary judgment when the trial court certifies the question as important and doubtful). As mentioned above, however, when a motion to dismiss for lack of personal jurisdiction is denied, that determination is immediately appealable. Hunt , 172 N.W.2d at 300. Still, when an order is appealable in part and not appealable in part, then an immediate appeal "brings up for review only that part which is appealable." Storey v. Weinberg , 226 Minn. 48, 31 N.W.2d 912, 916 (1948).
Caselaw recognizes that immediate appellate review is available for an interlocutory order rejecting jurisdictional grounds for dismissal. In Janssen v. Best & Flanagan, LLP , the supreme court reasoned that an order was immediately appealable because the district court's denial of a motion to dismiss was "based, at least in part, on the court's rejection of jurisdictional grounds for dismissal." 704 N.W.2d 759, 763 (Minn. 2005). Similarly, in McGowan v. Our Savior's Lutheran Church , the supreme court held an order denying a motion to dismiss for lack of subject-matter jurisdiction is immediately appealable because "no purpose is served by putting the parties or the court through the rigors of trial before that determination is made" if "the district court is without jurisdiction to proceed further." 527 N.W.2d 830, 833 (Minn. 1995).
We see a parallel to the order on appeal here. "Standing is a jurisdictional doctrine, and the lack of standing bars consideration of the claim by the [district] court." Richards v. Reiter , 796 N.W.2d 509, 512 (Minn. 2011). Based on the supreme court's reasoning expressed in Janssen , McGowan , and Richards , we conclude that an order denying a motion to dismiss for lack of standing is immediately appealable.
We recognize that federal caselaw has discussed standing as an indicium of justiciability. See, e.g. , Bond v. United States , 564 U.S. 211, 219, 131 S.Ct. 2355, 180 L.Ed.2d 269 (2011) (holding standing involves justiciability, not the merits of a dispute, and these concepts should not be conflated); Massachusetts v. EPA , 549 U.S. 497, 536, 127 S.Ct. 1438, 167 L.Ed.2d 248 (2007) ("Standing to sue is part of the common understanding of what it takes to make a justiciable case ...." (quotation omitted)). But we follow precedent as established by the Minnesota Supreme Court, which we read to embrace two related points of law. First, the supreme court has connected jurisdiction to justiciability. See Onvoy, Inc. v. ALLETE, Inc. , 736 N.W.2d 611, 617 (Minn. 2007) ("[T]he court has no jurisdiction over a declaratory judgment proceeding unless there is a justiciable controversy."); Kahn v. Griffin , 701 N.W.2d 815, 821 (Minn. 2005) ("[W]e will not deem a case moot, and thus will retain jurisdiction, if the case is functionally justiciable." (quotation omitted)); State ex rel. Smith v. Haveland , 223 Minn. 89, 25 N.W.2d 474, 476 (1946) ("[T]he court has no jurisdiction to render a declaratory judgment in the absence of a justiciable controversy."). Second, the supreme court has repeatedly held that standing is required before a court may exercise jurisdiction. See Glaze v. State , 909 N.W.2d 322, 325 (Minn. 2018) ("Jurisdiction is fundamental to the exercise of judicial power. An essential element of jurisdiction is standing of the parties ...." (citation omitted)); League of Women Voters Minn. v. Ritchie , 819 N.W.2d 636, 645 n.7 (Minn. 2012) ("Because standing is essential to our exercise of jurisdiction, the issue is one which can be raised by this court on its own motion ...." (quotation omitted)); Richards , 796 N.W.2d at 512 ("Minnesota case law also requires that a party have standing before a court can exercise jurisdiction.").
In special term orders, this court has recognized a right to immediate appellate review of orders denying a motion to dismiss for lack of standing. See Ne. Minnesotans for Wilderness v. Minn. Dep't of Nat. Res. , No. A21-0857 (Minn. App. Aug. 3, 2021) (order); Erickson v. Bothwell , No. A12-2211 (Minn. App. Jan. 2, 2013) (order).
Though appellants also contend that immediate appellate review of the standing issue is "available under the collateral order doctrine," we need not apply the doctrine. Indeed, we observe that federal courts, which regularly apply the collateral-order doctrine, have consistently held that orders denying dismissal based on standing are not immediately appealable. See, e.g. , Summit Med. Assocs. v. Pryor , 180 F.3d 1326, 1334 (11th Cir. 1999) (collecting cases). For example, the Eighth Circuit determined that an order deciding standing is not immediately appealable under the collateral-order doctrine because the appellant's interest was not "irretrievably lost" when effective review would be available after a final judgment. Alpine Glass, Inc. v. Ill. Farmers Ins. Co. , 531 F.3d 679, 685 (8th Cir. 2008) ; see also Summit Med. Assocs. , 180 F.3d at 1334 (declining to review a district court's standing determination because "a district court's denial of a motion to dismiss on justiciability grounds is not immediately appealable under the collateral order doctrine").
Minnesota courts have adopted "the collateral order doctrine as a clear analytical framework to assess the immediate appealability of an order or judgment not specifically identified in the Rules of Civil Appellate Procedure." Kastner v. Star Trails Ass'n , 646 N.W.2d 235, 240 (Minn. 2002). The collateral-order doctrine "recognizes a small class of decisions that are immediately appealable prior to the entry of final judgment." McCullough & Sons, Inc. v. City of Vadnais Heights , 883 N.W.2d 580, 586 (Minn. 2016). "For an order to be immediately appealable under the collateral-order doctrine, it must (1) conclusively determine the disputed question, (2) resolve an important issue completely separate from the merits of the action, and (3) be effectively unreviewable on appeal from a final judgment." Id. (quotation omitted).
Having concluded that the district court's denial of appellants’ motion to dismiss for lack of standing is immediately appealable because the supreme court has recognized that standing is a jurisdictional doctrine, we next consider whether the district court erred in determining that the amended complaint alleges sufficient facts to show that Stone has standing to sue appellants.
B. The amended complaint alleges sufficient facts to show Stone has standing to sue IH but not the L.P. subsidiaries.
To demonstrate standing, the complaint must allege facts to show the plaintiff suffered "some injury-in-fact ... fairly traceable to the challenged action of the defendant and likely to be redressed by a favorable judicial decision." Garcia-Mendoza v. 2003 Chevy Tahoe , 852 N.W.2d 659, 663 (Minn. 2014). "For purposes of ruling on a motion to dismiss for want of standing, both the trial and reviewing courts must accept as true all material allegations of the complaint, and must construe the complaint in favor of the complaining party." Forslund v. State , 924 N.W.2d 25, 32 (Minn. App. 2019) (quoting Warth v. Seldin , 422 U.S. 490, 501, 95 S.Ct. 2197, 45 L.Ed.2d 343 (1975) ). Appellate courts review de novo a district court's determination of whether a party has standing to sue. In re Consol. Hosp. Surcharge Appeals , 883 N.W.2d 778, 784 (Minn. 2016).
Appellants claim that the district court erred because the amended complaint does not allege facts showing that Stone has "standing against each defendant." Appellants argue that the parent-subsidiary relationship alone does not establish standing, and appellants "have no connections whatsoever" with Stone. Stone responds that "to have standing, a plaintiff must have been injured by at least one defendant." In the alternative, Stone contends that the amended complaint sufficiently alleges standing under the juridical-link doctrine.
1. Standing to Sue IH
The amended complaint alleges that Stone performed maintenance, for which she received no compensation, under a lease and that IH owned the leased property. The lease provided that Stone's rent was payable to IH. Accepting these allegations as true, the amended complaint sufficiently alleges that Stone's injury—performing maintenance under the lease without consideration—is "fairly traceable to the challenged action" of IH and "likely to be redressed by a favorable judicial decision" against IH. Garcia-Mendoza , 852 N.W.2d at 663 ; see also Thompson v. St. Anthony Leased Hous. Assocs. II , 979 N.W.2d 1, 6-8 (Minn. 2022) (concluding plaintiff had standing to sue based on alleged breach of lease).
2. Standing to Sue the L.P. Subsidiaries
We next consider whether the amended complaint alleges facts to show Stone's standing to sue the L.P. subsidiaries. The district court determined that the amended complaint sufficiently alleges standing as to the L.P. subsidiaries because it asserts IH "conducts its business by using a network of alter-ego subsidiaries." The district court also noted that the amended complaint alleges the L.P. subsidiaries "appear on [IH's] 10-K filings," "do business in Minnesota as [IH]," use the same agent for service of process in Minnesota, and "each authorize THR to act on their behalf with respect to residential leases." The district court determined that the "overlap in identity, location, and affiliation" between IH and the L.P. subsidiaries is "undeniable" and supports Stone's claim that they "are one in the same."
The district court's ruling lacks support in the record and caselaw. The amended complaint does not allege an alter-ego theory, nor was this theory discussed in Stone's supplemental brief in opposition to appellants’ motion to dismiss. At the hearing on the motion to dismiss, the district court asked Stone's attorney whether Stone was "require[d]" to allege "information upon which a corporate veil would be" pierced as to "the other corporate entities." Stone's attorney stated that Stone was not required to allege grounds to pierce the corporate veil because the amended complaint alleges that the L.P. subsidiaries are "registered with the Minnesota Secretary of State" and "doing business as Invitation Homes."
Even if we assume Stone's amended complaint asserts an alter-ego theory, the district court did not cite to—nor are we aware of—any caselaw establishing a plaintiff has standing against subsidiaries based on an alter-ego theory. See Victoria Elevator Co. v. Meriden Grain Co. , 283 N.W.2d 509, 512 (Minn. 1979) (describing alter ego as a theory of liability). Thus, we reject the district court's determination that the amended complaint alleges facts sufficient to show Stone's standing to sue the L.P. subsidiaries based on their claimed role as alter egos of IH.
We appreciate the candor in Stone's brief to this court, in which she concedes that she "has not personally been injured by every" appellant. Stone, though, contends that she has "standing to sue all appellants under the juridical link doctrine." The juridical-link doctrine arose out of La Mar v. H & B Novelty & Loan Co. , in which the Ninth Circuit, reviewing a class-certification decision, determined that plaintiffs may only pursue a class action against defendants that injured them. 489 F.2d 461, 466 (9th Cir. 1973). The Ninth Circuit, however, also recognized that a class-action complaint may include claims for injuries that are "the result of a conspiracy or concerted schemes between the defendants at whose hands the class suffered injury" or against defendants that are "juridically related in a manner that suggests a single resolution of the dispute would be expeditious." Id.
The Ninth Circuit recently clarified La Mar and explicitly "confined the juridical link exception to plaintiffs suing ‘officials of a single state and its subordinate units of government’ who applied a ‘common rule.’ " Martinez v. Newsom , 46 F.4th 965, 971 (9th Cir. 2022) (quoting La Mar , 489 F.2d at 470 ).
Stone appears to be raising the juridical-link doctrine for the first time on appeal. In Stone's memorandum opposing the motion to dismiss, Stone did not assert the juridical-link doctrine or cite to related caselaw. We generally refrain from deciding issues raised for the first time on appeal. See Thiele , 425 N.W.2d at 582. But even if Stone had sufficiently raised the juridical-link doctrine in district court, we are not persuaded that the doctrine applies for three reasons.
First, Stone cites no Minnesota caselaw applying the juridical-link doctrine to determine standing to sue. Stone claims that "Minnesota courts have adopted [the juridical-link] doctrine" and cites to Streich v. American Family Mutual Insurance Co. , 399 N.W.2d 210 (Minn. App. 1987), rev. denied (Minn. Mar. 25, 1987). In Streich , the named plaintiff in a class action who was injured by one insurance company sought to certify a defendant class of all insurance companies in the state, arguing the insurance companies were juridically linked. 399 N.W.2d at 213. There, we adopted the juridical-link doctrine only in "considering whether to certify [a] defendant class[ ]." Id. at 216. We are aware of no Minnesota caselaw applying the juridical-link doctrine to standing.
Second, a "substantial number of [federal] courts have rejected" plaintiffs’ attempts to "use the juridical-link exception as a means to establish standing." Buetow v. A.L.S. Enters. , 564 F. Supp. 2d 1038, 1045 (D. Minn. 2008). For example, the Eighth Circuit has determined that "[t]he juridical link doctrine does not confer standing" upon individual named plaintiffs to sue defendants that "did not cause the named plaintiff's injury." Wong v. Wells Fargo Bank N.A. , 789 F.3d 889, 896 (8th Cir. 2015).
Stone argues "appellants are juridically linked to each other" because they "do not maintain a separate existence," citing to Barker v. FSC Securities Corp. , 133 F.R.D. 548 (W.D. Ark. 1989). But the district court in Barker determined whether class certification was appropriate and concluded that two "commonly owned" companies were "juridically linked." 133 F.R.D. at 551, 553. Because Barker applied the juridical-link doctrine to class certification—not to standing—it is not instructive.
Third, even if we assume the juridical-link doctrine applies to standing, the amended complaint does not sufficiently allege a conspiracy or concerted scheme by appellants. In Stone's brief to this court, she claims that appellants operate through "a conspiracy or concerted scheme" as they "all do business as the same entity, use the same lease forms, and operate from the same address." It is true that the amended complaint alleges appellants use "standard printed form" leases and claims the L.P. subsidiaries are listed on IH's 10-K filing form and share the same agent for service of process and the same property-management company. The amended complaint, however, does not mention a conspiracy or concerted scheme among IH and the L.P. subsidiaries. And on appeal, Stone cites no authority to establish that the use of common forms, the same agents for service of process, or the same property manager is sufficient to allege civil conspiracy.
We conclude that the amended complaint does not allege sufficient facts to show Stone suffered an injury-in-fact "fairly traceable" to the actions of the L.P. subsidiaries. Garcia-Mendoza , 852 N.W.2d at 663. Stone's lease referenced IH, 2015-1 IH2 Borrower L.P., and THR. The amended complaint does not allege that Stone either contracted with or had any contact with the L.P. subsidiaries. Thus, the district court erred in determining the amended complaint sufficiently alleges Stone's standing to sue the L.P. subsidiaries and by denying the motion to dismiss the claims against them.
III. Stone's MCFA claim is not properly before this court.
Appellants challenge the district court's determination that the amended complaint "properly allege[s] a claim for violation of the CFA." The amended complaint alleges appellants violated the MCFA by engaging in "deceptive practices ... intended to cause [Stone] and other tenants to understand that they were responsible for certain maintenance activities even though they were not provided consideration for them." The amended complaint also claims standing "under the Minnesota Private Attorney General [AG] statute, Minn. Stat. § 8.31 [,] subd. 3a" (2022). The MCFA contains no private enforcement mechanism, and "the Private AG Statute applies only to those claimants who demonstrate that their cause of action benefits the public." Ly v. Nystrom , 615 N.W.2d 302, 314 (Minn. 2000) ; see also Minn. Stat. § 8.31, subd. 3a. In their initial brief, appellants argue that Stone "lacks standing" to bring a claim under the MCFA because she "cannot establish that her claims are brought for a public benefit." Stone argues that "[p]ublic benefit is an element respondent must prove, not an issue of standing." In response, appellants’ reply brief asserts that this court may review the MCFA issue in the interest of justice under Minn. R. Civ. App. P. 103.04.
We are persuaded that the public-benefit requirement does not implicate standing. Standing is typically determined "at the time a lawsuit is commenced and generally cannot be lost by subsequent events." Buetow v. A.L.S. Enters. , 888 F. Supp. 2d 956, 959 (D. Minn. 2012). In contrast, public benefit is "a necessary element of a plaintiff's cause of action under the Private AG statute." Id. (citing Ly , 615 N.W.2d at 314 ("[P]ublic interest must be demonstrated to state a claim under the Private AG Statute.")). We are aware of no Minnesota caselaw holding a plaintiff must establish public benefit to show standing to sue under the MCFA.
Because the public-benefit issue does not implicate standing, this part of the district court's order is not properly before us. Appellants do not have a right to an interlocutory appeal of the denial of their motion to dismiss on every issue raised in the motion to dismiss. See Minn. R. Civ. App. P. 103.03(i) (recognizing an immediate right to appeal from denial of a motion to dismiss when the district court certifies the question as important and doubtful); Cruz-Guzman v. State , 916 N.W.2d 1, 7 (Minn. 2018) ("A district court order denying a motion to dismiss for failure to state a claim is generally not immediately appealable as of right."). Further, the public-benefit issue is reviewable upon a final judgment. See Minn. R. Civ. App. P. 103.04 (providing the scope of review on appeal from a final judgment). We conclude the district court's ruling on the public-benefit issue is not properly before us, and we decline to address it.
"Although the same pleading standards apply both to standing determinations and rule 12(b)(6) determinations, the two inquiries remain fundamentally distinct: ‘standing in no way depends on the merits of the plaintiff's contention that particular conduct is illegal.’ " Hochendoner v. Genzyme Corp. , 823 F.3d 724, 734 (1st Cir. 2016) (quoting Warth , 422 U.S. at 500, 95 S.Ct. 2197 ); see also United States v. Letter from Hamilton , 15 F.4th 515, 521 (1st Cir. 2021) ("As a general rule, courts should be chary about conflating the threshold standing inquiry with the subsequent merits inquiry.").
DECISION
We remand to the district court for a ruling on appellants’ motion to dismiss the claims against IH for lack of personal jurisdiction. We affirm in part the district court's determination that the amended complaint alleges sufficient facts to show Stone's standing to sue IH. But we conclude that the amended complaint does not allege sufficient facts to show Stone's standing to sue the L.P. subsidiaries, and thus, we reverse in part. Finally, we do not address the district court's ruling on the public-benefit issue.