Minnesota 2025-2026 Regular Session

Minnesota House Bill HF2149 Compare Versions

Only one version of the bill is available at this time.

Old	New	Differences
1	1	1.1 A bill for an act
2	2	1.2 relating to consumer protection; establishing the Consumer Grocery Pricing Fairness
3	3	1.3 Act; providing civil penalties; proposing coding for new law in Minnesota Statutes,
4	4	1.4 chapter 325D.
5	5	1.5BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
6	6	1.6 Section 1. [325D.80] SHORT TITLE.
7	7	1.7 Sections 325D.80 to 325D.85 may be cited as the "Consumer Grocery Pricing Fairness
8	8	1.8Act."
9	9	1.9 Sec. 2. [325D.81] DEFINITIONS.
10	10	1.10 Subdivision 1.Scope.For the purposes of sections 325D.80 to 325D.85, the terms
11	11	1.11defined in this section have the meanings given.
12	12	1.12 Subd. 2.Antitrust law."Antitrust law" has the meaning given under the federal Clayton
13	13	1.13Act, United States Code, title 15, section 12(a), and includes section 5 of the Federal Trade
14	14	1.14Commission Act, United States Code, title 15, section 45, and Minnesota laws similar to
15	15	1.15the Clayton Act and the Federal Trade Commission Act.
16	16	1.16 Subd. 3.Covered good."Covered good" means a grocery item, including an item
17	17	1.17described in the definition of eligible foods under Code of Federal Regulations, title 7, part
18	18	1.18271.2(1) or (2), or a consumer packaged good. Covered good does not include gasoline,
19	19	1.19prescription drugs, tobacco, or alcoholic beverages.
20	20	1.20 Subd. 4.Covered retailer."Covered retailer" means a person that sells covered goods
21	21	1.21to end purchasers at one or more physical locations in Minnesota.
22	22	1Sec. 2.
23	23	REVISOR RSI/HL 25-0363802/20/25
24	24	State of Minnesota
25	25	This Document can be made available
26	26	in alternative formats upon request
27	27	HOUSE OF REPRESENTATIVES
28	28	H. F. No. 2149
29	29	NINETY-FOURTH SESSION
30	30	Authored by Greenman, Schultz, Howard, Smith, Her and others03/10/2025
31	31	The bill was read for the first time and referred to the Committee on Commerce Finance and Policy 2.1 Subd. 5.Covered supplier."Covered supplier" means a person who:
32	32	2.2 (1) produces and sells a covered good; and
33	33	2.3 (2) sells, directly or through the covered supplier's agent or a third party the covered
34	34	2.4supplier contracts with, a covered good that is produced or manufactured by the person,
35	35	2.5directly or through the covered supplier's agent or a third party the covered supplier contracts
36	36	2.6with, to a covered retailer or covered wholesaler in an aggregate amount exceeding
37	37	2.7$6,000,000,000 per year, as adjusted each year by an amount equal to the percentage increase,
38	38	2.8if any, in the Consumer Price Index for All Urban Consumers published by the United States
39	39	2.9Department of Labor.
40	40	2.10 Subd. 6.Covered wholesaler."Covered wholesaler" means a person that purchases a
41	41	2.11covered good to resell or distribute the covered good to a covered retailer in Minnesota.
42	42	2.12 Subd. 7.Dominant covered retailer."Dominant covered retailer" means a covered
43	43	2.13retailer with:
44	44	2.14 (1) annual retail sales of covered goods in an aggregate amount exceeding
45	45	2.15$18,000,000,000, as adjusted each year by an amount equal to the percentage increase, if
46	46	2.16any, in the Consumer Price Index for All Urban Consumers published by the United States
47	47	2.17Department of Labor; and
48	48	2.18 (2) not less than one storefront or distribution center located in more than 20 states,
49	49	2.19including Minnesota.
50	50	2.20 Subd. 8.Person."Person" includes each entity:
51	51	2.21 (1) a person owns or controls, in whole or in part; and
52	52	2.22 (2) that owns or controls, in whole or in part, the person.
53	53	2.23 Subd. 9.Price differential."Price differential" means, with respect to the volume unit
54	54	2.24basis of a covered good purchased by a covered retailer or covered wholesaler when
55	55	2.25compared to the volume unit basis of a product purchased by a dominant covered retailer:
56	56	2.26 (1) the difference in price of the product multiplied by the quantity sold; or
57	57	2.27 (2) the difference in the price equivalent of the terms of sale of the product, adjusted by
58	58	2.28the time value of money to account for any difference in payment terms, multiplied by the
59	59	2.29quantity sold.
60	60	2.30 Subd. 10.Same terms of sale."Same terms of sale" means, with respect to two different
61	61	2.31agreements, terms of sale that are identical on a per-unit basis, excluding shipping and
62	62	2Sec. 2.
63	63	REVISOR RSI/HL 25-0363802/20/25 3.1delivery costs that vary due to (1) the distance, speed, or method of shipping and delivery,
64	64	3.2or (2) the availability of self-distribution.
65	65	3.3 Subd. 11.Terms of sale."Terms of sale" means a substantive term and condition of
66	66	3.4sale commonly subject to negotiation and competition, including but not limited to price,
67	67	3.5discounts, rebates, delivery terms, payment terms, package size, promotional allowances,
68	68	3.6marketing devices, merchandising arrangements, terms of distribution, and any other similar
69	69	3.7terms, that is considered on a per-unit basis as appropriate.
70	70	3.8 Subd. 12.Trade channel."Trade channel" means a distinct and diverse pathway through
71	71	3.9which a covered good is marketed, distributed, and sold to consumers in the United States,
72	72	3.10including a traditional supermarket, hypermarket, discount store, convenience store, online
73	73	3.11or e-commerce retailer, specialty food store, mass merchandiser, wholesale club, and other
74	74	3.12retail establishment, platform, or entity that engages in the sale of covered goods, either
75	75	3.13primarily or as a segment of the retail establishment, platform, or entity's broader retail
76	76	3.14offering, and competes for consumer grocery business.
77	77	3.15 Subd. 13.Volume unit basis."Volume unit basis" means the base unit of measurement,
78	78	3.16not exceeding a truckload, by which a purchase quantity is measured in purchase agreements
79	79	3.17between a covered supplier and a covered retailer or covered wholesaler.
80	80	3.18 Sec. 3. [325D.82] CONSUMER GROCERY PRICE FAIRNESS.
81	81	3.19 Subdivision 1.Covered supplier; terms of sale.It is unlawful for a covered supplier
82	82	3.20to:
83	83	3.21 (1) directly or through the cover supplier's agent, fail to extend the same terms of sale
84	84	3.22of a covered good to all covered retailers and covered wholesalers that purchase the covered
85	85	3.23good on the same volume unit basis in reasonably contemporaneous sales; or
86	86	3.24 (2) fail to provide, within 14 days of the date the covered supplier receives a written
87	87	3.25request from a covered retailer or covered wholesaler that has purchased a covered good or
88	88	3.26received an offer including terms of sale for a covered good from the covered supplier,
89	89	3.27directly or through the covered retailer or covered wholesaler's agent, the anonymized terms
90	90	3.28of sale from all contracts with dominant covered retailers that purchased the same covered
91	91	3.29good on the same volume unit basis during the 180-day period prior to the date the purchase
92	92	3.30or offer including terms of sale was made.
93	93	3.31 Subd. 2.Covered supplier; covered goods.It is unlawful for a covered supplier, directly
94	94	3.32or through the cover supplier's agent, to refuse the sale of a covered good to a covered
95	95	3.33retailer or covered wholesaler:
96	96	3Sec. 3.
97	97	REVISOR RSI/HL 25-0363802/20/25 4.1 (1) on the basis of a distinction in channels of trade or other similar basis, if the effect
98	98	4.2is to facilitate a difference in terms of sale in violation of subdivision 1, clause (1); or
99	99	4.3 (2) if:
100	100	4.4 (i) the covered retailer is not a dominant covered retailer;
101	101	4.5 (ii) the covered retailer or the covered wholesaler has made and completed payment for
102	102	4.6purchases from the covered supplier within the previous 12 months;
103	103	4.7 (iii) the covered retailer or the covered wholesaler has made a request of the covered
104	104	4.8supplier to provide to the covered retailer or covered wholesaler the same terms of sale
105	105	4.9provided to other covered retailers or covered wholesalers, consistent with the terms of this
106	106	4.10section; and
107	107	4.11 (iv) a covered supplier's justification for refusing to sell a covered good to the covered
108	108	4.12retailer or covered wholesaler is not commercially reasonable.
109	109	4.13 Subd. 3.Dominant covered retailer.It is unlawful for a dominant covered retailer, a
110	110	4.14dominant covered retailer's purchasing agent, or a third party a dominant covered retailer
111	111	4.15contracts with to purchase covered goods to:
112	112	4.16 (1) impose on or require a covered supplier to comply with terms of sale with respect
113	113	4.17to a covered good if the dominant covered retailer knows or reasonably should know that:
114	114	4.18 (i) the dominant covered retailer or the dominant cover retailer's purchasing agent is
115	115	4.19acquiring more of the covered good than the dominant covered retailer is able to sell between
116	116	4.20the dominant cover retailer's regular purchase intervals; and
117	117	4.21 (ii) a purchase by the dominant covered retailer or the dominant covered retailer's
118	118	4.22purchasing agent under the terms of sale is likely to result in an unreasonably diminished
119	119	4.23availability of the covered good to another covered retailer; or
120	120	4.24 (2) directly or indirectly take an action that the dominant covered retailer, purchasing
121	121	4.25agent, or third party intends, knows, or should know coerces or induces a covered supplier
122	122	4.26to violate this section.
123	123	4.27 Subd. 4.Agency liability.A covered supplier or dominant covered retailer, as applicable,
124	124	4.28is liable for a violation of this section committed by a third party contracted by the covered
125	125	4.29supplier or dominant covered retailer.
126	126	4Sec. 3.
127	127	REVISOR RSI/HL 25-0363802/20/25 5.1 Sec. 4. [325D.83] DEFENSES; IMMUNITY.
128	128	5.2 Subdivision 1.Defense to unlawful conduct.A person alleged to have engaged in
129	129	5.3unlawful conduct under section 325D.82 is not liable for the alleged unlawful conduct if
130	130	5.4the person demonstrates by a preponderance of the evidence that:
131	131	5.5 (1) the difference in the terms of sale was predominantly attributable to a covered retailer
132	132	5.6engaging in self-distributing the covered good at issue or otherwise lowering the covered
133	133	5.7supplier's overall costs through genuine efficiencies, including but not limited to economies
134	134	5.8in distribution or manufacturing;
135	135	5.9 (2) a covered retailer voluntarily accepted terms of sale relating to a covered good that
136	136	5.10were not the same terms of sale as another covered retailer's terms of sale in exchange for
137	137	5.11commercially reasonable consideration, provided the acceptance of the other terms was not
138	138	5.12pretextual, coerced, or made under duress; or
139	139	5.13 (3) the terms of sale applied only to circumstances involving an actual or imminent
140	140	5.14deterioration of perishable goods, obsolescence of seasonal goods, distress sales under court
141	141	5.15process, or sales in good faith while discontinuing business in the goods concerned.
142	142	5.16 Subd. 2.Covered supplier immunity.If a covered supplier did not collude with the
143	143	5.17relevant dominant covered retailer in a scheme that violates antitrust laws, the covered
144	144	5.18supplier is immune from liability for a violation of section 325D.82 if the covered supplier
145	145	5.19demonstrates by a preponderance of the evidence that:
146	146	5.20 (1) a dominant covered retailer required the covered supplier to commit or imposed the
147	147	5.21violation on the covered supplier;
148	148	5.22 (2) the covered supplier would have suffered substantial harm to the covered supplier's
149	149	5.23business if the covered supplier refused the dominant covered retailer's demand; and
150	150	5.24 (3) the covered supplier made a good faith effort to disclose the dominant covered
151	151	5.25retailer's conduct to the attorney general.
152	152	5.26 Sec. 5. [325D.84] ENFORCEMENT .
153	153	5.27 The attorney general or a person injured by a violation of section 325D.82 may file suit
154	154	5.28to obtain:
155	155	5.29 (1) an injunction to cure a violation of section 325D.82;
156	156	5.30 (2) a civil penalty in an amount not greater than:
157	157	5.31 (i) one and one-half times the actual damages; or
158	158	5Sec. 5.
159	159	REVISOR RSI/HL 25-0363802/20/25 6.1 (ii) the pricing differential suffered by a covered retailer or a covered wholesaler; or
160	160	6.2 (3) both types of relief provided under clauses (1) and (2).
161	161	6.3 Sec. 6. [325D.85] LIMITATION; OTHER LAW.
162	162	6.4 Subdivision 1.Business relationships.Sections 325D.80 to 325D.85 do not require a
163	163	6.5person to do business with another person, unless the refusal to do business otherwise
164	164	6.6violates section 325D.82.
165	165	6.7 Subd. 2.Antitrust laws; no effect.Except as otherwise provided in sections 325D.80
166	166	6.8to 325D.85, nothing in sections 325D.80 to 325D.85 limits, impairs, or supersedes an
167	167	6.9antitrust law.
168	168	6Sec. 6.
169	169	REVISOR RSI/HL 25-0363802/20/25