In the Matter of Safelite Solutions, LLC

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2018).

STATE OF MINNESOTA
IN COURT OF APPEALS
A18-1129

In the Matter of Safelite Solutions, LLC

Filed April 15, 2019
Reversed and remanded
Connolly, Judge

Minnesota Department of Commerce
OAH Docket No. 60-1004-32440

Richard D. Synder, Fredrickson & Byron, P.A., Minneapolis, Minnesota; and

John E. Iole (pro hac vice), Jones Day, Pittsburgh, Pennsylvania (for relator)

Keith Ellison, Attorney General, Oliver J. Larson, Assistant Attorney General, St. P aul,
Minnesota (for respondent commissioner of commerce)

Considered and decided by Bjorkman, Presiding Judge; Connolly, Judge; and
Florey, Judge.
U N P U B L I S H E D O P I N I O N
CONNOLLY, Judge
Relator challenges respondent’s designated decision -maker’s determination that
relator was subject to civil penalties for its conduct of unlicensed insurance adjusting ,
failing to provide a reasonable level of insurance reimbursement appropriate for the
geographical area, and failing to respond to subpoenas pursuant to Minn. Stat. § 45.027,
subds. 1-6 (2018). Because we conclude that relator did not engage in unlicensed insurance

2
adjusting, we reverse and vacate the civil penalties pertaining to relator’s purported failure
to register as an independent licensed adjuster and relator’s making of payments that were
not fair and reasonable . W e also remand for reconsider ation, in light of our holding,
whether any penalties should be imposed on relator for failing to respond to the subpoenas.
FACTS
Relator Safelite Solutions, LLC (Safelite) is an Ohio limited liability company that
manages the replacement and repair of damaged automobile glass on behalf of insurers
throughout the country . To assist its insurer clients in Minnesota, Safelite maintains a
network of preferred auto -glass repair shops. A preferred auto -glass shop must sign a
Network Participation Agreement, in which the shop pre-agrees to an insurance company’s
price, warranty, and other terms. But not all Minnesota glass-repair shops are “preferred
auto-glass shops,” and these shops frequently charge more than the shops in the preferred
network.
Safelite also operates independent call centers to assist in handling its insurers’
clients’ claims. When an auto-glass insurance call comes into an insurance agency, it is
routed to one of Safelite’s call centers. The call is then handled by one of Safelite’s
customer service representatives (representatives). The representatives’ job requirements
are minimal. An applicant for the position must be 16 years or older, have a high school
diploma or equivalent (or actively enrolled), demonstrate an ability to operate a computer
and telephone, have skills in speaking with a pleasant voice and retaining composure, and
have skills in building rapport among peers, stores, and customers.

3
The representatives’ responsibilities include gathering information about the
damaged auto glass, entering that information into their computers, determining if an
insured is covered under a policy, providing information to the insured or glass shop of
their choice, or both of them, and informing an auto-glass shop how much the insurer is
willing to pay for the repair. Safelite also manages, processes, and forwards payments to
glass shops that repair an insured’s vehicle.
Safelite’s representatives do not tell the insureds where they should get their auto
glass replaced, but they do inform the insureds that a preferred vendor can be found. If a
nonpreferred vendor is selected by an insured, and the vendor indicates that it is not willing
to accept the preferred vendor prices, the representative relays that information back to the
insured. The represen tative will then tell the insured that if the non preferred vendor
charges more than the price that its insurer has determined it will pay, he or she could be
held liable for the difference.
Respondent commissioner of commerce (department) began investigating Safelite
and its preferred vendor practices in 2014. In April and June of that year, the department
served two administrative subpoenas on Safelite’s parent company, Safelite Group Inc.
Safelite objected to the department’s subpoenas on multiple grounds. Instead of enforcing
the subpoenas through a court order, the department began sending information requests to
Safelite’s insurer clients. The insurers complied with the department’s information
requests.
The department subsequently initiated the underlying administrative action against
Safelite, charging it with (1) unlicensed insurance adjusting activity, (2) failing to provide

4
a reasonable level of insurance reimbursement appropriate for the geographical area, and
(3) failing to respond to the department’s investigation. Safelite and the department filed
cross-motions for summary disposition and the matter was heard before an administrative-
law j udge (ALJ) in February 2017. The ALJ recomme nded denying the d epartment’s
motion for summary disposition and granted Safelite’s motion. The ALJ determined that
Safelite was not acting as an unlicensed independent insurance adjuster and did not commit
any violation of law justifying the department’s request for penalties.
The commissioner then delegated his authority to issue a final order to a designated
decision-maker. After a hearing, the designated decision-maker determined that Safelite
(1) was acting as an unlicensed insurance adjuster, (2) failed to provide payment th at was
fair and reasonable to insureds’ chosen vendors, and (3) failed to respond to the
department’s subpoenas. After a separate hearing, the decision -maker issued an order
imposing the department’s requested penalties. The decision-maker issued penalties in the
amount of $50,000 for the unlicensed insurance adjusting activity, $50,000 for providing
unreasonable payments, and $10,000 for not responding to the subpoenas. This certiorari
appeal follows.
D E C I S I O N
On review from an order granting sum mary disposition, the scope of review is
governed by the Minnesota Administrative Procedures Act, Minn. Stat. § 14.63-69 (2018);
Hy-Vee Foo d Stores, Inc. v. Minnesota Dep’ t of Health , 705 N.W.2d 181, 184 (Minn.
2005). An administrative agency decision in a contested case decided on a motion for
summary disposition should be affirmed unless the deci sion violates a constitutional or

5
statutory provision, is unsupported by substantial evidence in view of the entire record
submitted, or is arbitrary or capricious. In re Gillette Children’s Specialty Healthcare, 883
N.W.2d 778, 785 (Minn. 2016).
1. Safelite does not engage in independent insurance adjusting.
Safelite argues that the decision -maker incorrectly determined that its process of
administering claims for its insurer clients constitutes unlicensed adjusting in violation of
Minn. Stat. § 72B.02, subd. 5(3) (2018) and Minn. Stat. § 72B.03 (2018). Safelite alleges
an error of statutory interpretation. See St. Otto’s Home v. Minn . Dep’t of Human Servs.,
437 N.W.2d 35, 39-40 (Minn. 1989) (“When a decision turns on the meaning of words in
a statute or regulation, a legal question is presented. . . . In considering such questions of
law, reviewing courts are not bound by the decision of the agency and need not defer t o
agency expertise.”).
Minn. Stat. § 72B.02, subd. 5(3) defines an independent adjuster as a person who
“investigates, negotiates or settles property, casualty, or workers’ compensation claims for
insurers or for self-insurers.” The department alleged that Safelite’s unlicensed customer-
service representatives both investigate and negotiate cla ims. The commissioner’s
designated decision-maker agreed. Safelite contends that the decision -maker both
incorrectly interpreted the words “investigate” and “negotiate,” and that its conduct does
not meet the plain meaning of the words. When this court interprets statutes, our job is “to
ascertain and effectuate the intention of the legislature.” Minn. Stat. § 645.16 (2018).
When the words of a statute, in their application to an existing situation, are free and clear

6
from ambiguity, “the letter of the law shall not be disregarded under the pretext of pursuing
the spirit.” Id.
a. Investigating claims
The term “investigate” is not defined in Chapter 72B. The decision-maker therefore
used Black’s Law Dictionary (10 th ed. 2014), which defines “investigate” as “to inquire
into (a matter) systemically.” However, while a dictionary definition may be helpful to
effectuate the me aning of a statute ’s terms, we must also interpret a statute, “whenever
possible, to give effect to all of its provisions.” Am. Family Ins. Grp. v. Schroedl , 616
N.W.2d 273, 277 (Minn. 2000). In doing so, we must review related statutes to determine
the meaning of the provision within the entire statutory scheme to avoid conflicting
interpretations. Minn. Transitions Charter Sch. v. Comm’r of Minn . Dep’t of Educ., 844
N.W.2d 223, 227 (Minn. App. 2014).
The term “investigation” is defined in Chapter 72A.201, which regulates the claims
practices of insurers and adjusters. Minn. Stat. § 72A.201, subd. 3(10) (2018) defines an
“investigation” in the related statutory section as a “reasonable procedure adopted by an
insurer to determine whether to accept or reject a claim. ” When the related statutory
definition is read in conjunction wit h the dictionary definition of “investigate,” and
common sense is applied , it becomes clear that the plain meaning of “investigate . . . a
claim” in Minn. Stat. § 72B.02, subd. 5(3) is to gather and examine information for the
purpose of determining whether to accept or reject a claim.
The undisputed facts clearl y show that Safelite’s customer service representatives
do not gather and examine information for the purpose of determining whether to accept

7
or reject a claim. On the contrary, the representatives never reject a claim. We conclude
that the decision -maker’s broad interpretati on of the statute was erroneous. Unlike the
decision-maker, we agree with the ALJ’s thoughtful and well -reasoned opinion that “this
activity fits squarely into one of the statutory exceptions; the definition of “adjuster” does
not include “a person employed solely to obtain facts surrounding a claim.” Safelite is not
investigating claims.
b. Negotiating claims
The term “negotiates” is also undefined in the statute. The decision -maker again
applied Black’s Law Dictionary (10 th ed. 2014) and concluded that the definition of
“negotiate” is: “(1) [t]o communicate with another party for the purpose of reaching an
understanding; (2) [t]o bring about by discussion or bargaining.” The decision-maker then
found that “negotiation” is defined by Black’s Law Dictionary as: “(1) [a] consensual
bargaining process in which the parties attempt to reach agreement on a disputed or
potentially disputed matter; (2) [d]ealings conducted between two or more parties for the
purpose of reaching an understanding.” Id.
The decision -maker determined that Safelite and its representatives negotiated
claims, because “the object of the telephone conversations with insureds and glass shops
is to make arrangements for a service to be provided, by whom a nd for how much ” and
that by “providing a list of entities that can provide the service at a set price and noting that
other providers may charge more is, by its nature, a negotiation to achieve a result.”
Safelite argues that the decision-maker’s interpretation failed to consider that (1) the
dictionary definitions include bargaining within the meaning of the terms, (2) the common-

8
sense understanding of negotiating implies some give-and-take between parties, and (3) the
decision-maker’s interpretation of what is considered a negotiation is broad enough to
encapsulate nearly every commercial transaction. We agree.
The undisputed facts show that there is no give-and-take between the parties, and
there is no bargaining. Safelite’s call center employees merely read scripted language,
have no discretion to change the price their insurer clients have pre determined they will
pay, and only inform an insured of his or her options for glass repair. Indeed, the record
reveals that the one thing the call center employees can never do is deviate from the script.
While it is true that a representative will sometimes call an auto-glass repair shop on behalf
of an i nsured, and ask if the shop will accept a quoted price, it is also true that the
representatives never change the rate offered to the glass shop, and the glass shop never
requests a different level of reimbursement. Additionally, the fact that the representatives
may inform an insured that he or she may be responsible to pay the difference out-of-pocket
(if a glass shop rejects the price), does not indicate bargaining or give -and-take. Safelite
does not negotiate insurance claims.
We conclude that the decision-maker’s legal conclusions were erroneous and that
Safelite does not “investigate[], negotiate [], or settle [] property, casualty, or workers’
compensation claims for insurer s.” See Minn. Stat. § 72B.02, subd. 5(3 ). Consequently,
the $50,000 civil penalty is vacated.
2. Safelite did not provide payments that were unfair and unreasonable.
The decision -maker determined that Safelite “fail[ed] to provide payment to the
insureds’ chosen vendors based on a competitive price that is fair and reasonable within

9
the local industry at large.” Minn . Stat. § 72A.201, subd. 6(14) (2018) . By its terms,
subdivision 6 applies only to an “ insurer, adjuster , or a self -insured or self -insurance
administrator.” Id. Because Safelite and its representatives are not adjusters, the decision-
maker erroneously concluded that they fell within the subdivision’s scope. Although we
conclude that Minn. Stat. § 72A.201, subd. 6(14) does not apply to Safelite, even if it did,
Safelite was not providing payment to the insureds’ chosen glass vendors. Id.
The decision-maker determined that although Safelite is not an obligor under the
insurance contract—which is between an insured and his or her insurance co mpany—, it
was still providing payment because Safelite was “supplying” the payment or “making the
payment available.” We disagree. It is undisputed, and the decision -maker found that
Safelite’s insurer clients are responsible for paying the repair or re placement of damaged
auto glass. It is also undisputed that, before a shop is reimbursed, (1) Safelite invoices the
insured’s insurance company for payment; (2) the insurance company provides that
reimbursement money to Safelite; and (3) Safelite then forwards the money to the glass
shop. But contrary to the decision -maker’s determination, Safelite’s conduct of
forwarding money and administering payments does not equate to “supplying” the
payment. Safelite’s insurer clients , not Safelite, “make[] the payment available.” Thus,
although we hold that Safelite is not subject to the requirements of Minn. Stat. § 72A.201,
subd. 6(14), we also conclude that the insurers, not Safelite, provided the payments to the
glass vendors. For this reason as well, the $50,000 civil penalty is vacated.

10
3. Safelite’s failure to comply with the subpoenas.
Safelite argues that the decision-maker erred when he imposed civil penalties
pursuant to Minn. Stat. § 45.027, subds. 1-6 (2018) for Safelite’s failure to respond to the
department’s subpoenas that were sent to Safelite’s parent company, Safelite Group Inc.
on April 21 and June 24, 2014.
Minn. Stat. § 45.027, subd. 1a , states that “[a] n applicant, registrant, certificate
holder, licensee, or other person subject to the jurisdiction of the commissioner shall
comply with requests for information, documents, or other requests from the department.”
Subdivision 6 allows the commissioner to “impose a civil penalty not to exceed $10,000
per violation upon a person who violate s any law, rule, or order related to the duties and
responsibilities entrusted to the commissioner.”
The decision-maker determined that Safelite’s failure to comply with the subpoenas
was a violation of subdivision 1a because “the only limiting factor in subdivision 1a is that
the recipient of the request be ‘subject to the commissioner’s jurisdiction ’” a nd that
“[e]ntities engaged in activity requiring a license are subject to the commissioner’s
jurisdiction, whether they presently are licensed or not.” Because we hold that Safelite was
not engaged in independent insurance adjusting, for which no license is required, we
reverse and remand for the decision -maker to reconsider in its entirety the imposition of
the $10,000 penalty in light of our decision.
Reversed and remanded.