Wiegand v. Walser Automotive Groups, Inc.
683 N.W.2d 807
Minn.
2004
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OPINION

ANDERSON, PAUL H., Justice.

Appellant Jeff Wiegand brought this private consumer fraud class action against respondent Walser Automotive Group, Inc. under Minn.Stat. § 8.31, subd. 3a (2002), and Minn.Stat. § 325F.69, subd. 1 (2002). Wiegand seeks damages on behalf of a class of consumers who purchased service contracts and/or credit insurance from Walser. The issue befоre us is whether the complaint sets forth a legally sufficient claim for relief. The district court dis *809 missed the suit on a Rule 12 motion. The court concluded, as a matter of law, that causation could not be proven on the facts alleged. More particularly, the court concluded that a causal nexus for consumer fraud violations could never be proven between oral representations and consumer injuries when a contract, signed by the consumer, contradicts the content of the oral representations. The court of appeals affirmed. We reverse.

On or about Septеmber 26, 1998, appellant Jeff Wiegand visited an automobile dealership owned and operated by respondent Walser Automotive Group, Inc. in order to purchase a motor vehicle — a 1995 Isuzu Trooper. Wiegand alleges that when he purchased the Isuzu Trooper, a Walser representаtive misrepresented to him the need to purchase a service contract and credit insurance. More specifically, Wiegand alleges that the representative told him he was required to purchase a $1,500 service contract and a $340.37 credit insurance policy in order to obtаin financing. Wiegand also alleges that the representative told him that after he made 12 monthly payments, he could refinance at an annual percentage rate (APR) lower than the 19.75% provided for in the contract. According to Wiegand, after he made the 12 monthly payments, he contacted an employee at the bank where he obtained financing and was told that the bank would not refinance.

Wiegand alleges that he agreed to purchase the $1,500 service contract and the $340.37 credit insurance based on the misrepresentations of Walser’s representative. Wiegand asserts that these misrepresentations were made to induce him to purchase the service contract and the credit insurance, which resulted in substantial profits for Walser.

Wiegand brought this class action against Walser under Minn.Stat. § 325F.69, subd. 1 — a provision of the Minnesota Consumer Fraud Act. Wiegand seeks damages under the private attorney general statute — Minn. Stat. § 8.31, subd. 3a. Minnesota Statutes § 325F.69, subdivision 1, prohibits fraud and misrepresentation related to the sale of merchandise. Specifically, section 325F.69, subdivision 1, provides:

The act, use, or employment by any person of any fraud, false pretense, false promise, misreрresentation, misleading statement or deceptive practice, with the intent that others rely thereon in connection with the sale of any merchandise, whether or not any person has in fact been misled, deceived, or damaged thereby, is enjoinable as provided herein.

Minnesota Statutеs § 8.31, subdivision 3a, allows private plaintiffs to seek damages if they are “injured” by violations of the Consumer Fraud Act. Specifically, Minn. Stat. § 8.31, subd. 3a, provides:

In addition to the remedies otherwise provided by law, any person injured by a violation of any of the laws referred to in subdivision 1 may bring a civil action and recovеr damages, together with costs and disbursements, including costs of investigation and reasonable attorney’s fees, and receive other equitable relief as determined by the court.

Wiegand seeks damages on behalf of a class of consumers who purchased service contracts and/or credit insurance from Walser, which Wiegand alleges includes at least 100 other consumers. Wiegand bases these class action allegations on his own alleged experience with Walser, as well as a settlement agreement reached between Walser and the Minnesota Attorney General. This settlement resolved the Attorney General’s investigation of Walser dealerships over their sales and business practices in connection with motor vehicle service contracts. In the set *810 tlement, Walser agreed that in the future it would tape record its sales process for service contracts and other products, agreed not to suggest that a service contract is a required purchase, not to misrepresent the scope or extent of coverage under any service contract, and to make a good faith attempt to satisfactorily resolve all future consumer сomplaints brought to its attention.

Walser points out, and Wiegand acknowledges, that the language of the service contract Wiegand signed directly contradicts the alleged oral misrepresentations about the service contract and credit insurance that he asserts were made by Walser’s representative. ‍​‌​‌‌‌​​​‌‌‌​​​‌​​​‌​​‌​​​​‌​‌‌‌​​‌‌‌‌​​​​​​‌‌​‌‍Specifically, the contract states that credit insurance is not required and, above the signature line, the contract states: “I understand that the purchase of this service contract is not required in order to obtain financing or to purchase this vehicle.”

Regarding refinancing, the sales contract between Wiegand and Walser states that Wiegand must make 52 payments at a 19.75% APR, resulting in a $457.50 monthly payment for the full term of the loan. The sales contract does not provide for refinancing at a lower APR after 12 monthly payments, though there is no provision that directly contradicts the alleged statement that Wiegand could refinance after making 12 monthly payments.

Walser brought a Rule 12 motion to dismiss Wiegand’s action for failure to state a claim upon which relief could be granted. See Minn. R. Civ. P. 12.02(e). The district court granted Walser’s motion. The court concluded that Wie-gand’s allegations that a Wаlser representative misrepresented to him the need to purchase a service contract and credit insurance could not be proven because any reliance on oral representations is unjustifiable as a matter of law when a written contract, signed by the consumer, contradicts the content of oral representations. A divided panel of the court of appeals affirmed. Wiegand v. Walser Automotive Groups, Inc., 670 N.W.2d 449, 455 (Minn.App.2003). The court of appeals concluded that causation could not be proven as a matter of law because “[e]ach of the oral misrepresentations alleged by Wiegand is contradicted by direct, clear, and unambiguous contractual language included as part of his pleadings.” Wiegand, 670 N.W.2d at 454.

The district court and court of appeals both based their conclusions on a court of appeals case — Scott v. Forest Lake Chrysler-Plymouth-Dodge, 598 N.W.2d 713 (Minn.App.1999), rev. granted in part, denied in part (Minn. Nov. 17, 1999) (denying review on consumer fraud issue), rev’d on other grounds, 611 N.W.2d 346 (Minn.2000). In Scott, the court of appeals relied on its earlier case, St. Croix Printing Equip., Inc. v. Rockwell Int’l Corp., 428 N.W.2d 877 (Minn.App.), rev. denied (Minn. Nov. 16, 1988), to hold that relianсe on oral representations is unjustifiable as a matter of law in a statutory consumer fraud action when the oral representations are contradicted by clear and unambiguous contract language. Scott, 598 N.W.2d at 720. In St. Croix Printing Equipment, however, the court of appeals held that reliance on an oral representation that is directly contradicted by a written contract is unjustifiable as a matter of law in an action based on common law fraud rather than statutory consumer fraud. 428 N.W.2d at 882. Furthermore, the court of appeals in St. Croix Printing Equipment specifically discussed the importance to its decision that the contract was between “merchants” as defined by the Uniform Commercial Code and that unequal bargaining power was not present between the parties to the contract in that case. 428 N.W.2d at 880.

*811 The court of appeals in Wiegand recognized the limitations of Scott and St. Croix Printing Equipment as precedent. Wiegand, 670 N.W.2d at 453-54. The court nevertheless held that it was unwilling ‍​‌​‌‌‌​​​‌‌‌​​​‌​​​‌​​‌​​​​‌​‌‌‌​​‌‌‌‌​​​​​​‌‌​‌‍“to adopt a position directly contrary to Scott, in the absence of clear direction from the supreme court that, for rule 12 purposes, the CFA permits a cause of action where alleged oral misrepresentations directly contradict otherwise unobjectionable contractual language.” Id. at 455. The dissent, on the other hand, concluded that our decision in Group Health Plan, Inc. v. Philip Morris, Inc., 621 N.W.2d 2 (Minn.2001), changed the analysis for private consumer fraud actions that the court of appeals utilized in Scott. The dissent stated that the majority’s decision in Wiegand “eviscerates the legislature’s intent to provide broader consumer protection than that found in common law fraud cases.” Wiegand, 670 N.W.2d at 455 (Wright, J., dissenting). We granted Wiegand’s petition for review of the issues presented to the court of appeals.

When a defendant brings a Rule 12 motion to dismiss, we must treat the allegations in the comрlaint as true. Northern States Power Co. v. Franklin, 265 Minn. 391, 395, 122 N.W.2d 26, 29 (1963). The general standard is that to survive a Rule 12 motion, a plaintiff need only set forth in the complaint “a legally sufficient claim for relief.” Bodah v. Lakeville Motor Express, Inc., 663 N.W.2d 550, 553 (Minn.2003). On review of a Rule 12 dismissal, we will not uphold the dismissal “if it is possible on any evidence which might be produced, consistent with the pleader’s theory, to grant the relief demanded.” Martens v. Minnesota Min. & Mfg. Co., 616 N.W.2d 732, 739-40 (Minn.2000) (quoting Northern States Power Co., 265 Minn, at 395, 122 N.W.2d at 29).

As mentioned above, we recently examined the requirements for a private consumer fraud class action in Group Health. There, in the context of a federal Rule 12 motion to dismiss, we were asked to answer the following certified question: must private plaintiffs “plead and prove reliance on thе defendant’s statements or conduct in order to be eligible for relief in the form of damages under the [Consumer Fraud Act]?” Id. We held that a plaintiff “need only plead that the defendant engaged in conduct prohibited by the ‍​‌​‌‌‌​​​‌‌‌​​​‌​​​‌​​‌​​​​‌​‌‌‌​​‌‌‌‌​​​​​​‌‌​‌‍statutes and that the plaintiff was damaged thereby.” Id. at 12 (emphasis added). In other words, “[a]llegations of reliance are * * * not neсessary to state a claim under section 8.31, subdivision 3a, for damages resulting from a violation.” Id. We based this conclusion on the fact that the legislature had eliminated the requirement of pleading and proving “traditional common law reliance” as an element of a cause of action basеd on misrepresentations regarding the sale of merchandise. Id. at 13. As a result, we held that “it is not necessary to plead individual consumer reliance on the defendant’s wrongful conduct to state a claim for damages under [Minn. Stat. § 8.31, subd. 3a] and the substantive misrepresentation in sales statutes.” Id.

We recognized in Group Health, however, that in order to ultimately prove allegations of consumer fraud, the “injured” element of Minn.Stat. § 8.31, subd. 3a, requires that a private plaintiff prove a “causal nexus” between the plaintiffs injuries and the defendant’s wrongful conduct. Id. at 14. We explained that in a case such as Group Health, in which the plaintiffs’ damages were “alleged to be caused by a lengthy course of prohibited conduct that affected a large number of consumers,” direct evidence of reliance by individual consumers was not required. Id. Rather, in a case such as Group Health, “the causal nexus and its reliance component may be established by other direct or circumstantial evidence that the district court *812 determines is relevant and prоbative as to the relationship between the claimed damages and the alleged prohibited conduct.” Id.

In the ease before us, Wiegand alleges in his complaint that a Walser representative falsely told him and potentially at least 100 other consumers that he was required to purchasе a $1,500 service contract in order to obtain financing, and that he did so. Wiegand also alleges that a Walser representative falsely told him and potentially others that they had to purchase a credit insurance policy in order to obtain financing, and that he did so. Wie-gand alleges that he аgreed to purchase the service contract and credit insurance based on the misrepresentations of Wal-ser’s representative. In sum, the complaint alleges that misrepresentations were made and consumers were damaged thereby. Wiegand’s complaint, therefore, meеts the requirements we set forth in Group Health to establish a legally sufficient claim for relief.

This conclusion, however, does not end our analysis. Dismissal on a Rule 12 motion is still appropriate if the moving party can demonstrate that it is not possible to grant relief on any evidence that might be produced consistent with the complaint. Walser asserts, as the court of appeals held in Scott, that the existence of a written contract that contradicts the alleged oral misrepresentations of Walser’s representative means that Wiegand cannot prove a causal nexus between the alleged misrepresentations and his injuries as a matter of law. Scott, 598 N.W.2d at 720. Walser also attempts ‍​‌​‌‌‌​​​‌‌‌​​​‌​​​‌​​‌​​​​‌​‌‌‌​​‌‌‌‌​​​​​​‌‌​‌‍to distinguish this case from Group Health. According to Walser, because the alleged violations took place through one-on-one transactions, Minnesota law requires proof of individual reliance as a causal link to damages, rather than the causal nexus requirement that we adopted in Group Health. 1

The policy and purpose underlying the Consumer Fraud Act, however, suggest that Walser’s assertion that Wiegand and potentially others cannot prove a causal nexus as a matter of law is wrong. We have recognized that the Consumer Fraud Act’s substantive misrepresentation in sales section — Minn. Stat. § 325F.69, subd. 1 — eliminates elements of common law fraud, such as reliance on misrepresentations. State by Humphrey v. Alpine Air Prods., Inc., 500 N.W.2d 788, 790 (Minn.1993). More specifically, in Group Health, we stated that the Consumer Fraud Act’s substantive misrepresentation in sales section eliminates the requirement of proving “traditional common law reliance.” 621 N.W.2d at 13. This is so because the Consumer Fraud Act reflects the legislature’s intent “to make it easier to sue for consumer fraud than it had been to sue for fraud at common law.” Alpine Air Prods., 500 N.W.2d at 790. Furthermore, one of the central purposes of the Consumer Fraud Act is to address the unequal bargaining power that is often found in consumer transactions. Ly v. Nystrom, 615 N.W.2d 302, 308 (Minn.2000).

We held in Group Health that reliance is a component of the causal nexus requirement for a private consumer fraud class action under MinmStat. § 8.31, subd. 3a. Group Health, 621 N.W.2d at 14. But a private consumer fraud class action does not necessarily require the justifiable reli- *813 anee standard of common law fraud. We conclude that the existence of a written contract that contradicts Walser’s аlleged oral misrepresentations does not, as a matter of law, negate any possibility of Wie-gand and potentially others proving a causal nexus between oral representations and consumer injuries.

At this point in the proceedings, it is unclear what evidence might be produced consistеnt with the complaint. Accordingly, for purposes of Walser’s Rule 12 motion to dismiss, it is not necessary for us to determine precisely what might be required for Wiegand to prove a causal nexus and its reliance component in this private consumer fraud action. Nor is it necessary for us to resolve Walser’s assertion that proof of individual reliance is required because the alleged violations took place through one-on-one transactions. Thus, we hold that Wiegand’s complaint sets forth a claim for relief that is legally sufficient to survive Walser’s Rule 12 motion to dismiss. The district court erred when it dismissed Wiegаnd’s complaint.

Reversed.

PAGE and GILBERT, JJ., took no part in the consideration or decision of this case.

Notes

1

. Neither party has argued that the issues before us implicate the parol evidence rule. The touchstone of the parol evidence ‍​‌​‌‌‌​​​‌‌‌​​​‌​​​‌​​‌​​​​‌​‌‌‌​​‌‌‌‌​​​​​​‌‌​‌‍rule is that evidence that contradicts the terms of a written contract may not be admitted to alter the terms of a contract. Ridgway v. County of Hennepin, 289 Minn. 128, 137-38, 182 N.W.2d 674, 679 (1971). We do not address the applicability of the parol evidence rule to the issues before us.