1.1 A bill for an act
1.2 relating to consumer protection; establishing the Fair Competition Act; regulating
1.3 monopsony power; prohibiting certain price increases; prohibiting price
1.4 discrimination; providing enforcement authority; modifying and establishing civil
1.5 and criminal penalties; amending Minnesota Statutes 2024, sections 325D.50, by
1.6 adding subdivisions; 325D.52; 325D.53, subdivision 1, by adding a subdivision;
1.7 325D.54; 325D.56, subdivisions 1, 2; 325D.64, subdivision 1; proposing coding
1.8 for new law in Minnesota Statutes, chapters 325E; 325F; repealing Minnesota
1.9 Statutes 2024, section 325D.03.
1.10BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
1.11 Section 1. Minnesota Statutes 2024, section 325D.50, is amended by adding a subdivision
1.12to read:
1.13 Subd. 4a.Monopoly power."Monopoly power" means the power to control prices or
1.14exclude competition. A firm has monopoly power if the firm is able to profitably raise prices
1.15substantially above the competitive level for a significant period of time. A firm has
1.16monopoly power if the firm is able to exclude competitors.
1.17 Sec. 2. Minnesota Statutes 2024, section 325D.50, is amended by adding a subdivision to
1.18read:
1.19 Subd. 4b.Monopsony."Monopsony" means a market condition where only one buyer
1.20exists.
1Sec. 2.
25-01319 as introduced02/03/25 REVISOR RSI/AC
SENATE
STATE OF MINNESOTA
S.F. No. 2025NINETY-FOURTH SESSION
(SENATE AUTHORS: WESTLIN)
OFFICIAL STATUSD-PGDATE
Introduction and first reading02/27/2025
Referred to Commerce and Consumer Protection 2.1 Sec. 3. Minnesota Statutes 2024, section 325D.50, is amended by adding a subdivision to
2.2read:
2.3 Subd. 4c.Monopsony power."Monopsony power" means an individual buyer is able
2.4to influence demand and price for a good or service.
2.5 Sec. 4. Minnesota Statutes 2024, section 325D.52, is amended to read:
2.6 325D.52 ESTABLISHMENT, MAINTENANCE, OR USE OF MONOPOLY
2.7POWER.
2.8 The establishment, maintenance, or use of, or any attempt to establish, maintain, or use
2.9monopoly or monopsony power over any part of trade or commerce by any person or persons
2.10for the purpose of affecting competition or controlling, fixing, or maintaining prices is
2.11unlawful. Evidence of procompetitive effects is not a defense to using monopoly or
2.12monopsony power to affect competition or to control, fix, or maintain prices, and does not
2.13offset or cure competitive harm.
2.14 Sec. 5. Minnesota Statutes 2024, section 325D.53, subdivision 1, is amended to read:
2.15 Subdivision 1.Price fixing, production control, allocation of markets, collusive
2.16bidding, and concerted refusals to deal.Without limiting section 325D.51, the following
2.17shall be deemed to restrain trade or commerce unreasonably and are unlawful:
2.18 (1) A contract, combination, or conspiracy between two or more persons by a person in
2.19competition:
2.20 (a) for the purpose or with the effect of affecting, fixing, controlling or maintaining the
2.21market price, rate, or fee of any commodity or service;
2.22 (b) affecting, fixing, controlling, maintaining, limiting, or discontinuing the production,
2.23manufacture, mining, sale or supply of any commodity, or the sale or supply of any service,
2.24for the purpose or with the effect of affecting, fixing, controlling, or maintaining the market
2.25price, rate, or fee of the commodity or service; or
2.26 (c) allocating or dividing customers or markets, functional or geographical, for any
2.27commodity or service.
2.28 (2) A contract, combination, or conspiracy between two or more persons by a person
2.29whereby, in the letting of any public contract, (a) the price quotation of any bid is fixed or
2.30controlled, (b) one or more persons refrains from the submission of a bid, or (c) competition
2.31is in any other manner restrained.
2Sec. 5.
25-01319 as introduced02/03/25 REVISOR RSI/AC 3.1 (3) A contract, combination, or conspiracy between two or more persons by a person
3.2refusing to deal with another person, except a refusal to deal by associations, trading boards,
3.3or exchanges when predicated upon a failure to comply with rules of membership.
3.4 Sec. 6. Minnesota Statutes 2024, section 325D.53, is amended by adding a subdivision to
3.5read:
3.6 Subd. 4.Aiding and abetting.It is unlawful to facilitate or aid and abet another person
3.7in violating this section. Each separate instance of facilitating or aiding and abetting another
3.8person in violating this section is a separate violation of this section.
3.9 Sec. 7. Minnesota Statutes 2024, section 325D.54, is amended to read:
3.10 325D.54 SCOPE OF ACT.
3.11 Sections 325D.49 to 325D.66 apply to:
3.12 (a) (1) any contract, combination, or conspiracy when any part thereof was created,
3.13formed, or entered into in this state; and
3.14 (b) (2) any contract, combination, or conspiracy, wherever created, formed, or entered
3.15into; any establishment, maintenance, or use of monopoly power; and any attempt to establish,
3.16maintain, or use monopoly or monopsony power; whenever any of the foregoing affects
3.17the trade or commerce of this state.
3.18 Sec. 8. Minnesota Statutes 2024, section 325D.56, subdivision 1, is amended to read:
3.19 Subdivision 1.Civil penalties.Any A person who is found to have violated sections
3.20325D.49 to 325D.66, shall be is subject to a civil penalty of: (1) not more than $50,000.
3.21Any $100,000 per violation for an individual; (2) not more than $500,000 for a corporation
3.22with annual revenue below $5,000,000; (3) not more than $1,000,000 for a corporation with
3.23annual revenue between $5,000,000 and $10,000,000; and (4) up to $5,000,000 per violation
3.24for a corporation with annual revenue in excess of $10,000,000. A person or corporation
3.25who fails to comply with a final judgment or decree rendered by a court of this state issued
3.26for a violation of sections 325D.49 to 325D.66, shall be subject to a civil penalty of not
3.27more than $100,000 $250,000.
3.28 Sec. 9. Minnesota Statutes 2024, section 325D.56, subdivision 2, is amended to read:
3.29 Subd. 2.Criminal penalty.Any A person who is found to have willfully committed
3.30any of the acts enumerated in section 325D.53 shall be is guilty of a felony and subject to
3Sec. 9.
25-01319 as introduced02/03/25 REVISOR RSI/AC 4.1(1) a fine of not more than $50,000 per violation or the actual damages imposed by the
4.2conduct, (2) imprisonment in the state penitentiary for not more than seven years, or (3)
4.3both penalties under clauses (1) and (2).
4.4 Sec. 10. Minnesota Statutes 2024, section 325D.64, subdivision 1, is amended to read:
4.5 Subdivision 1.Interpretation and effect.An action under sections 325D.49 to 325D.66,
4.6shall be forever barred unless commenced within four years of the date upon which the
4.7cause of action arose. No cause of action barred under existing law on June 8, 1971 shall
4.8be revived by sections 325D.49 to 325D.66. For the purpose of this section, a cause of action
4.9for a continuing violation is deemed to arise at any time during the period of the violation.
4.10accrues:
4.11 (1) when the circumstances giving rise to the cause of action are discovered or should
4.12have been discovered in the exercise of reasonable diligence; or
4.13 (2) on the date that the last in a series of acts or practices in violation of sections 325D.49
4.14to 325D.66 occurs.
4.15 Sec. 11. [325E.81] UNCONSCIONABL Y EXCESSIVE PRICES PROHIBITED.
4.16 Subdivision 1.Definitions.(a) For purposes of this section, the terms in this subdivision
4.17have the meanings given.
4.18 (b) "Person" means an individual, firm partnership, incorporated or unincorporated
4.19association, or any other legal or commercial entity.
4.20 (c) "Unconscionably excessive" means:
4.21 (1) the amount charged is more than ten percent greater than the average price at which
4.22the same or similar good or service was obtainable in the affected area during the last 30
4.23days; or
4.24 (2) the amount charged is more than ten percent greater than the average price at which
4.25the same or similar good or service is readily obtainable by other purchasers in the subject
4.26trade area.
4.27 Subd. 2.Prohibition; exception.(a) A person is prohibited from selling or offering to
4.28sell a consumer good or service for an amount that represents an unconscionably excessive
4.29price. The prohibition under this section applies to all parties in the chain of distribution,
4.30including but not limited to a manufacturer, supplier, wholesaler, distributor, or retail seller
4.31of goods or services.
4Sec. 11.
25-01319 as introduced02/03/25 REVISOR RSI/AC 5.1 (b) A price increase is not unlawful if the person increasing the price proves the price
5.2increase (1) is substantially attributable to significant additional costs outside the control
5.3of the person, and (2) does not increase the person's profit.
5.4 Subd. 3.Enforcement.The attorney general may investigate and bring an enforcement
5.5action to remediate and enjoin any alleged violation of this section. The attorney general's
5.6authority under this section includes but is not limited to the authority provided under section
5.78.31, except that a civil penalty imposed under section 8.31 must not exceed $10,000 per
5.8violative sale or transaction.
5.9 EFFECTIVE DATE.This section is effective the day following final enactment.
5.10 Sec. 12. [325F.035] COMMERCIAL TRANSACTIONS; PRICE DISCRIMINATION.
5.11 Subdivision 1.Price discrimination prohibited.(a) A person engaged in commerce,
5.12in the course of the commerce, is prohibited from directly or indirectly discriminating in
5.13price between different purchasers of commodities of like grade and quality if:
5.14 (1) either or any of the purchases involved in the discrimination are in commerce;
5.15 (2) the commodities are sold for use, consumption, or resale within Minnesota; and
5.16 (3) the effect of the discrimination lessens competition or tends to:
5.17 (i) create a monopoly or monopsony in any line of commerce; or
5.18 (ii) injure, destroy, or prevent competition with:
5.19 (A) a person who grants or knowingly receives the benefit of the discrimination; or
5.20 (B) customers of a person who grants or knowingly receives the benefit of the
5.21discrimination.
5.22 (b) Nothing in this subdivision prevents:
5.23 (1) differentials that only make due allowance for differences in the cost to manufacture,
5.24sell, or deliver that result from the differing methods or quantities that commodities are sold
5.25or delivered to purchasers;
5.26 (2) a person engaged in selling goods, wares, or merchandise in commerce from selecting
5.27customers in bona fide transactions and not in restraint of trade; or
5.28 (3) price changes from time to time in response to changing conditions affecting the
5.29market for or the marketability of the goods concerned, including but not limited to:
5.30 (i) actual or imminent deterioration of perishable goods;
5Sec. 12.
25-01319 as introduced02/03/25 REVISOR RSI/AC 6.1 (ii) obsolescence of seasonal goods;
6.2 (iii) distress sales under court process; or
6.3 (iv) sales in good faith to discontinue business in the goods concerned.
6.4 Subd. 2.Prima facie case; rebuttal.(a) Upon proof being made at any hearing on a
6.5complaint made under subdivision 1 that price discrimination has occurred, the burden of
6.6rebutting the prima facie case made by showing justification is upon the person charged
6.7with violating this section. Unless justification is affirmatively demonstrated, an order
6.8terminating the discrimination may be issued.
6.9 (b) Nothing in this subdivision prevents a seller rebutting the prima facie case made by
6.10showing that the seller's lower price to any purchaser or purchasers was made in good faith
6.11to meet a competitor's equally low price.
6.12 Sec. 13. REPEALER.
6.13 Minnesota Statutes 2024, section 325D.03, is repealed.
6Sec. 13.
25-01319 as introduced02/03/25 REVISOR RSI/AC 325D.03 DISCRIMINATION UNLAWFUL.
Any person, partnership, firm, or corporation, foreign or domestic, doing business in the state
and engaged in the production, manufacture, or distribution of any printed or mimeograph matter,
commodity, article, goods, wares, or merchandise in general use or consumption, who for the
purpose or with the effect of injuring a competitor or destroying competition, shall discriminate
between different sections, communities, or cities of this state by selling or furnishing such
commodity, article, goods, wares or merchandise at a lower price, or rate in one section, community,
or city, or any portion thereof, than such person, firm, or corporation, foreign or domestic, charges
for such commodity, article, goods, wares, or merchandise in another section, community, or city,
or any portion thereof, after making allowance for difference, if any, in the grade, quality, or quantity
after equalizing the distance from the point of production, manufacture, or distribution and freight
rates therefrom, shall be guilty of unfair discrimination; provided, that sections 325D.01 to 325D.07
shall not prevent any person, firm, or corporation from, in good faith, meeting local competition
within any one section, community, or city. The inhibition hereof against locality discrimination
shall embrace any scheme of special rebates, collateral contracts, or any device of any nature
whereby such discrimination is, in substance or fact, effected in violation of the spirit and intent of
sections 325D.01 to 325D.07.
1R
APPENDIX
Repealed Minnesota Statutes: 25-01319