EP Land LLC, et al., Appellants,

This opinion is nonprecedential except as provided by
Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA
IN COURT OF APPEALS
A23-0561

EP Land LLC, et al.,
Appellants,

vs.

City of Eden Prairie,
Respondent.

Filed March 18, 2024
Affirmed
Wheelock, Judge

Hennepin County District Court
File No. 27-CV-21-14629

Bryan J. Huntington, Kyle L. Vick, Larkin Hoffman Daly & Lindgren Ltd., Minneapolis,
Minnesota (for appellants)

John M. Baker, Katherine M. Swenson, Nicholas B. Scheiner, Greene Espel PLLP,
Minneapolis, Minnesota (for respondent)

Considered and decided by Wheelock, Presiding Judge; Smith, Tracy M., Judge;
and Bratvold, Judge.
NONPRECEDENTIAL OPINION
WHEELOCK, Judge
Appellants sought review in district court of respondent city ’s denial of their
land-use application to construct a gas station, convenience store, and auto-repair shop,
alleging that the city acted without a rational basis and in bad faith. Appellants also brought
claims that the city committed a regulatory taking of the property when it denied the
2
land-use application and amended of its code to remove gas stations and convenience stores
from the list of allowable uses for the zone that applies to the property. The district court
granted summary judgment on each of appellants’ claims in favor of the city. We affirm.
FACTS
This case concerns the conflict between a developer and a city about how to develop
certain real property in the Twin Cities metropolitan area. Respondent City of Eden Prairie
(the city) is located in the southwest corner of Hennepin County, adjacent to two of the
fastest-growing counties in the area—Scott and Carver Counties. The property at issue in
this appeal sits at the northwest corner of Hennepin Town Road and Pioneer Trail and is
made up of two lots totaling 3.96 acres. The north side of the property abuts a residential
road, Breezy Way, and residential buildings sit to the west of the property and across
Breezy Way. In 2021, appellants EP Land LLC and Auto Care World LLC (collectively,
appellants) sought to develop the property into a commercial lot with a gas station,
convenience store, and auto-repair shop, which the city denied.
The record provides some context for the city’s decision. In 1999, the city rezoned
the property from “rural” to “neighborhood commercial” (N-COM) and approved a
development plan covering a large area that included the property and allowed for
commercial development on the property. Although that plan included a gas station and
convenience store, they were never built. Since approving the development plan, the city
council has heard and approved several plans for the property that allowed for residential
and commercial uses, but none have come to fruition.
3
In 2007, the city council approved a planned unit development (PUD) ordinance
and development agreement for the property that allowed a coffee shop and other
unspecified “commercial development” (the 2007 PUD).1 The 2007 PUD is at issue in the
present dispute.
The Eden Prairie City Code states that a PUD “is supplementary to a zoning district
within or encompassing all or a portion or portions of one (1) or more original districts in
accordance with the provisions of this chapter.” Eden Prairie, Minn. Code (Zoning Code)
§ 11.40, subd. 3 (2023).
The 2007 PUD is titled, “An ordinance of the city of Eden Prairie, Minnesota,
amending certain land within a zoning district.” It states that the property is “amended
within the Neighborhood Commercial District.” The 2007 PUD was recorded with
Hennepin County in 2007 and is a public record.
In May 2014, an entity managed by a real-estate developer purchased the property;
a few years later, ownership of the property was transferred to appellant EP Land, which
was managed by the same real -estate developer. In June 2020, EP Land entered into a
purchase agreement for the property with Auto Care Plus, which eventually assigned its
interest to appellant Auto Care World.
In January 2021, RJ Ryan Construction Inc., as the agent for appellants, submitted
a project application to the city for development of the property (the application). The

1 PUDs are part of a modern concept of zoning that meets current needs and provides for
easier adjustment of the zoning code, and they can have the same effect as a succession of
variances or rezonings. Amcon Corp. v. City of Eagan, 348 N.W.2d 66, 72-73 (Minn.
1984); Chandler v. Kroiss, 190 N.W.2d 472, 476 (Minn. 1971).
4
application was titled, “Holiday Convenience Store & Auto Care World Service Center,”
and it included a 24-hour convenience store with 16 fueling stations (eight pumps), a car
wash, and an auto-repai r shop with ten bays. The application was comprised of four
distinct requests—a PUD concept review, a PUD district review with waivers, a site plan
review, and a preliminary plat.
In June, the city’s planning commission held a meeting with a public hearing to
consider the application, at which it heard presentations from members of appellants’
project team, city staff, and the public. Neighbors of the property who attended expressed
their concerns about the proximity of the proposed auto-repair shop to nearby townhomes,
anticipated increased traffic on residential roads and the inability of those residential roads
to handle commercial traffic, and the impact of increased traffic and congestion on the
safety of children in the area. Planning-commission members expressed concern about
noise from the car wash, 24-hour operation of the proposed business, and the lack of a
traffic-mitigation plan. At the conclusion of the meeting, the planning commission
recommended that the city council deny the application.
In August, the city considered the project application for the first time. At the
meeting, one city councilmember expressed doubt that N- COM would be suitable for the
project. Another city councilmember spoke about existing traffic problems around the
property and expressed concerns about the potential use of private residential roads to
access the property. At the end of the meeting, the city council directed its staff to prepare
findings in support of denial. Several days later, RJ Ryan submitted an amended
application to address the traffic concerns. But city staff informed the developers that the
5
extent of the changes to the application would require the city to restart the review process,
and it appears that appellants did not pursue the amended application.
On September 21, 2021, the city held a second hearing and unanimously denied the
application and adopted findings of fact in support of its decision. Pursuant to the
requirements in the Zoning Code, the city found that (1) the proposed project conflicted
with the city’s comprehensive plan2; (2) the project would not form a desirable and unified
environment; (3) the project design did not justify the requested waivers; and (4) the
project would not be a complete unit itself, without dependence on any other property. The
city also determined that the application conflicted with the 2007 PUD. Thereafter, the
city communicated its denial of the application to appellants, including its findings and the
legal bases for the denial.
Two days after the hearing, the mayor emailed the city manager to ask how to amend
the permitted uses of properties zoned N-COM to exclude gas stations explicitly. At the
October meeting, the city directed its staff to draft an amendment to the Zoning Code that
would remove gas stations from the permitted uses in districts zoned N-COM, and in

2 “Comprehensive municipal plan” means a compilation
of policy statements, goals, standards, and maps for guiding the
physical, social and economic development, both private and
public, of the municipality and its environs, and may include,
but is not limited to, the following: statements of policies,
goals, standards, a land use plan, including proposed densities
for development, a community facilities plan, a transportation
plan, and recommendations for plan execution. A
comprehensive plan represents the planning agency’s
recommendations for the future development of the
community.
Minn. Stat. § 462.352, subd. 5 (2022).
6
December, the city held a first hearing on that proposed amendment. Also in December,
appellants commenced an action in Hennepin County District Court, seeking (1) a
declaratory judgment that the city’s denial of their application lacked a rational basis and
constituted a regulatory taking and (2) a wri t of mandamus ordering the city to either
approve the application or commence eminent-domain proceedings.
On January 4, 2022, the city adopted the amendment removing gas stations and
convenience stores from the permitted uses for properties zoned N- COM. Subsequently,
appellants amended their complaint to allege an additional takings claim premised on the
Zoning Code amendment.
After completion of discovery, appellants and the city cross- moved for summary
judgment on all issues. The district court held a hearing and granted summary judgment
in favor of the city on all issues.
This appeal follows.
DECISION
This case arises from the district court’s grant of summary judgment on all issues in
favor of the city.
3 Appellants contend that the district court erred, arguing that (1) the city’s
denial of the application was unlawful because the city did not rely on rational bases to

3 Appellants’ complaint included a request for declaratory judgment and a writ of
mandamus. The district court implicitly denied the request for a writ of mandamus when
it granted summary judgment on all issues in favor of the city. Although appellants
referenced a writ of mandamus in their brief to this court and at oral argument, they did not
properly brief this issue, and therefore, we do not consider it. See State Dep’t of Labor &
Indus. v. Wintz Parcel Drivers, Inc., 558 N.W.2d 480, 480 (Minn. 1997) (appellate courts
may decline to reach issues that are inadequately briefed).
7
make its decision— specifically, the city could not rely on an alleged conflict between the
application and the city’s comprehensive plan or on the 2007 PUD; (2) the city’s denial of
the application constituted a regulatory taking because it reduced the value of the property,
eliminated appellants’ planned use for the property, and affected only appellants’ property;
and (3) the city’s adoption of the amended Zoning Code constituted a regulatory taking of
the property because it permanently eliminated appellants’ planned use for the property
from the permitted uses for properties zoned N-COM. 4 The city argues that this court
should affirm the district court’ s judgment because the city relied on facts and law that
constituted rational bases to support its denial of the application, did not effect a regulatory
taking of the property when it denied the application, and did not effect a regulatory taking
of the property when it amended the Zoning Code to remove gas stations from the permitted
uses for all properties zoned N-COM. The parties do not argue that any dispute of material
fact exists on appeal.

4 Appellants assert throughout their briefing that the city acted in bad faith when it denied
their application. We note that the alleged bad faith of the city has no bearing on our
analysis. First, appellants do not cite any authority for the proposition that bad faith is
relevant to rational-basis review. Second, appellants appear to argue that the city denied
their application because of their intent to build a gas station, convenience store, and
auto-repair shop, and we understand appellants’ repeated references to Olsen v. City of
Minneapolis as an attempt to show that if the city opposed appellants’ application merely
because it included a gas station, then the city acted in bad faith because Olsen holds that
a city cannot deny a project simply because it is a gas station. 115 N.W.2d 734, 736, 739-
41 (Minn. 1962) (restating a previous holding from 1928 that a gas station does not itself
create a nuisance and then stating that Minneapolis’s “underlying motive” of “purely
aesthetic considerations” to deny Olsen’s permit was unjust). However, appellants’
argument is unclear, and as appellants have not identified support to show that this court
must consider their bad-faith argument, we decline to do so.
8
We review a district court’s grant of summary judgment de novo to determine
“whether the district court erred in its application of the law.” Montemayor v. Sebright
Prods., Inc., 898 N.W.2d 623, 628 (Minn. 2017) (quotation omitted). We first address
whether the city’s bases for denying the application fail rational-basis review, then we turn
to appellants’ regulatory-takings claims.
I. The district court did not err when it granted summary judgment in favor of
the city because the city had a rational basis to deny the application.
The city denied appellants’ application because the application did not meet the
criteria required for approval of a new PUD under the Zoning Code, which it explained to
appellants in its denial resolution, and it denied the application because the application
planned uses for the property beyond those permitted by the 2007 PUD.
A. Rational-Basis Review

Appellants argue that we should reverse the district court ’s grant of summary
judgment on this issue because the city’ s denial of their application was arbitrary,
capricious, and contrary to law. 5 “[W]hen a municipality adopts or amends a zoning
ordinance, it acts in a legislative capacity under its delegated police powers.” Beck v. City
of St. Paul, 231 N.W.2d 919, 925 (Minn. 1975). Our caselaw distinguishes between
legislative and quasi-judicial zoning matters, but regardless of this classification, “the

5 Minnesota law provides that a party may seek judicial review in district court of a
municipal planning or zoning decision, subject to some limitations. Minn. Stat. § 462.361
(2022); see Mendota Golf, LLP v. City of Mendota Heights, 708 N.W.2d 162, 178 (Minn.
2006) (acknowledging that a party may seek judicial review of a municipal zoning
decision). However, appellate courts “do not give any special deference to the conclusions
of the lower courts, but rather engage in an independent examination of the record and
arrive at our own conclusions as to the propriety of the city’s decision.” Id. at 180.
9
standard of review is the same for all zoning matters, namely, whether the zoning
authority’s action was reasonable.” Honn v. City of Coon Rapids, 313 N.W.2d 409,
416--17 (Minn. 1981). Caselaw expresses this standard with a variety of words, including
“reasonable basis,” “unreasonable, arbitrary or capricious,” or “reasonably debatable.” Id.
at 417. Regardless, a court’s review of a city’s zoning decision is narrow, and courts should
affirm a city’s decision so long as there is a rational basis for the decision. See id. at 414-15.
Rational-basis review requires that a reviewing court determine, first, whether the
city supported its decision with legally sufficient reasons and, second, whether it supported
those reasons with a factual basis. Mendota Golf, 708 N.W.2d at 180. Generally, “[a] city
council has broad discretion in legislative matters, and even if the city council’ s decision
is debatable, so long as there is a rational basis for what it does, the courts do not interfere.”
Honn, 313 N.W.2d at 415. Under rational-basis review, a court must affirm a city’s
decision if at least one of the reasons for denial has a rational basis. St. Croix Dev., Inc. v.
City of Apple Valley, 446 N.W.2d 392, 398 (Minn. App. 1989), rev. denied (Minn. Dec. 1,
1989).
Here, appellants argue that the city’s decision fails to pass rational -basis review
because the city did not rely on any legally sufficient reasons for its decision to deny the
application. Specifically, appellants argue that none of the following were a legally
sufficient basis on which the city could rely: alleged inconsistency with surrounding uses;
alleged inconsistency with the city’s comprehensive plan; and alleged inconsistency with
the 2007 PUD. We disagree.
10
B. The Zoning Code provides a rational basis for the city’s denial of the
application.
1. The Zoning Code’s Prerequisites for Application Approval
To guide the city in its decision whether to approve or deny a PUD application, the
Zoning Code establishes four findings that the city must make before it can approve an
application: (1) the project must not conflict with the city’s comprehensive plan; (2) the
project must form a desirable and unified environment within its boundaries; (3) any
exceptions to the requirements of the code must be justified by the project’s design; and
(4) the PUD must be a complete unit itself, without dependence on any other property.
Zoning Code § 11.40, subd. 11 (2020). An application must meet all four of these
requirements to be approved. Here, the city found that the application did not meet any of
the requirements, and its denial resolution provided the factual basis for its findings.
a. Legally Sufficient Reasons
The city argues that it is allowed to consider whether an application is consistent
with surrounding uses and its comprehensive plan because the Zoning Code explicitly
requires that a PUD application be “designed in such a manner to form a desirable and
unified environment within its own boundaries.” Zoning Code § 11.40, subd. 11(B)
(2020); see also Mendota Golf, 708 N.W.2d at 174-75 (holding that if a city’s zoning
ordinance conflicts with its comprehensive plan, a city must reconcile them). Appellants
argue that the city’s decision to deny the application based on its findings that the
application was inconsistent with surrounding uses fails rational-basis review because,
11
under PTL, LLC v. Chisago C ounty Board of Commissioners, 656 N.W.2d 567 (Minn.
App. 2003), that finding is not a legally acceptable reason to reject the application.
However, PTL does not control here because that case involved a county’s board of
commissioners that did not act in a legislative capacity and so lacked the discretionary
authority to deny a preliminary plat application that otherwise complied with the regulatory
standards established in the ordinance. 656 N.W.2d at 569, 571-72. In contrast, this case
involves a municipality acting in its legislative capacity to consider amending an ordinance
via a PUD that supplements the zoning district, and thus the city had broad authority to
consider “any rational basis related to promoting the public health, safety, morals, or
general welfare” when assessing the appellants’ rezoning request. See Honn, 313 N.W.2d
at 414-15. Furthermore, PTL does not apply here because, in that case, the preliminary
plat application conformed to the permitted uses in the zoning district and complied with
the standards set out in the ordinance, whereas in the instant case, the application’s planned
uses conflict with the permitted uses for the property as outlined in the 2007 PUD and the
project do not comply with the Zoning Code’s required findings, as detailed below.
Appellants also argue that failure to comply with the comprehensive plan is a legally
insufficient reason to deny their application. But a comprehensive plan may be used to
guide a legislative body’s decision. Mendota Golf, 708 N.W.2d at 174. The Minnesota
legislature decided to “delegate[] to municipalities the power to determine and plan the use
of land within their boundaries”; therefore, compliance with a comprehensive plan is a
legally sufficient reason to deny appellants’ application. Id. (quotation omitted). Thus,
inconsistency with surrounding uses and failure to comply with a comprehensive plan are
12
legally sufficient reasons, and so long as the city provides a factual basis to support its
decision, we will affirm the city’s decision. Id. at 180; Honn, 313 N.W.2d at 415.
b. Factual Basis
We next examine each of the city’s findings in turn and consider whether the city
provided facts to support its determination that the application did not satisfy the Zoning
Code’s required findings.
Conflict with the Comprehensive Plan
The city found that the application conflicted with its comprehensive plan because
the application provided for a project design that “increases potential negative impacts to
the surrounding residential uses, including increased traffic, noise, and safety concerns,”
and thus it conflicted with the comprehensive plan’s objective “to promote balanced
growth and retain an appropriate mix of land uses while enhancing housing opportunities
and preserving natural areas.” The application provided for a 24-hour convenience store,
a gas station and car wash with 16 fueling stations, and an auto-repair shop with ten bays
next to a residential development. The city determined that such heavy commercial use in
a small lot that is surrounded by a residential community does not enhance housing
opportunities as this would likely decrease interest for anyone looking to move into the
adjacent residences. Additionally, the record shows that approval of the application would
result in increased traffic, noise, and safety concerns for residential neighbors of the
property and that city- council members and community members raised these concerns
during the public hearings. These facts support the city’s finding that the application
conflicted with the city’s comprehensive plan.
13
The city also found that the application conflicted with the comprehensive plan’s
goals to “provide a safe and efficient roadway system” and “a transportation system that
supports the economic vitality and prosperity of the City” because the application did not
“contain traffic control improvements to accommodate roadway capacity and reduce
delays” or “provide for efficient connections to the broader transportation system.” The
city found that although congestion already exists at the intersection next to the property—
which is supported by traffic reports that appellants presented to the city—the application
would only exacerbate that problem, which in turn would restrict access to the few
businesses already located at that intersection. We conclude that the city’s determination
that the application conflicted with the city’s comprehensive plan is supported by facts in
the record and that this is a rational basis to deny the application.
Desirable and Unified Environment
The city next found that the application did not form a desirable and unified
environment because it would generate additional commercial traffic on neighboring
residential streets that would negatively impact surrounding properties. The city also found
that the 24-hour gas station and the auto-repair shop did not create a desirable environment
and would negatively impact the “peace and welfare of the neighboring residents” by
creating noise. Additionally, the city found that the increased traffic to the property would
endanger children attending the daycare across the street from the property and other
children going to and from the bus stop at an intersection of the property. These facts
support the city’s finding that the project would not create a desirable and unified
environment.
14
The city also found that the project did not create a desirable environment because
it created traffic problems within the property and at its entrance and exit points: “The
proposed circulation also requires vehicles to move between uses on the site in a way that
conflicts with vehicles that are trying to enter or exit the site . . . [and] the design of the
access [to the site] will create traffic issues, such as queuing.” The findings cited to
appellants’ traffic reports, stating that the proposed project would generate an additional
3,489 daily trips, which is double the current daily trips to the businesses adjacent to the
property. This level of increased traffic and relevant concerns support a finding that the
project would not create a desirable and unified environment. We conclude that the city’s
determination that the project did not promote a desirable and unified environment is
supported by facts in the record and that this is a rational basis that supports denial of the
application.
Justification for the Requested Exceptions
The city next found that the application did not justify its requested waivers of city
standards set forth in the Zoning Code. Specifically, the application included a request that
the city grant waivers of the following standards: the lot size and width requirements for
the auto- repair shop; the parking- setback requirements from the lot lines; and the
requirements that the canopy over the gas-station pumps be connected to the convenience
store and have a peaked roof. In reviewing the waiver requests, the city found that the
purpose of the Zoning Code requirements in the N-COM district is to “minimize the impact
of convenience stores and gas stations adjacent to residential areas.” Thus, the effect of
15
granting the waivers would be the opposite of that stated purpose —the waivers would
increase the visual impact and footprint of the proposed development in the neighborhood.
The city found that the application did not provide justifications for the requested
waivers and that the waivers would not “serve or enhance the health, safety, order,
convenience, prosperity, and general welfare of the City and its inhabitants,” nor would
they promote creativity, efficiency, safety, or transition between the property and the
neighborhood. We conclude that the city’s findings that the waivers would not benefit the
public and were not justified were legally sufficient reasons, supported by factual findings,
and that this is a rational basis that supports denial of the application.
Dependence on Other Property
Finally, the city found that the application did not support a finding that the property
could be independent from any other property because the application would depend on
adjacent residential streets that were not designed to accommodate the commercial traffic
that the project would generate. The city found that the application did not include
provisions to “accommodate traffic and site circulation in a manner that [would] not create
conflicts with adjacent properties . . . or minimize the adverse impacts to the neighboring
residential properties.” The reliance on residential streets and effect on neighboring
properties supports a finding that the application cannot be independent from other
properties.
The city also identified in its findings that the application did not conform to the
purpose of the N-COM zoning district, which was to provide establishments for residents
in the immediate neighborhood, such as “neighborhood shops and related office
16
uses . . . that minimize adverse impact on adjoining residential uses.” Rather, the
application’s project would serve the region as a whole because it included what would be
“one of the largest gas stations in the City.” We conclude that the city’s determination that
the application conflicted with the underlying N-COM zoning district is supported by facts
in the record and that this is a rational basis that supports denial of the application.
For the city to deny the application, it needed to determine only that one of the four
findings could not be satisfied; here, the city found that none of the four findings could be
satisfied. Courts afford a city’s zoning decisions a high level of deference. Because the
city’s determination that the application did not satisfy any of the required findings set
forth in the Zoning Code was supported by facts in the record, the city had rational bases
to deny the application.
2. 2007 PUD Amendment to the Zoning Code
Appellants argue that the city’s denial of the application was unreasonable because
the Zoning Code defines a PUD as “supplementary” to the underlying zoning district and
thus a PUD cannot limit the uses permitted in an underlying zoning district. 6 But
appellants’ argument is inconsistent with a plain reading of the Zoning Code and Minnesota
zoning law.

6 Appellants concede that a development agreement for the property incorporated in the
2007 PUD may limit the permitted uses, but insist that the development agreement does
not continue to apply because the PUD does not continue to apply to the property.
17
We first consider the evolution of zoning law in Minnesota to provide context for
the parties’ arguments regarding the effect of the 2007 PUD, then we examine the city’s
Zoning Code to understand the 2007 PUD.
Zoning Law and Zoning Tools
Zoning law began in the early 1900s with “Euclidean zoning,” which refers to the
development of broad zoning plans that apply to districts of a municipality. See Amcon
Corp., 348 N.W.2d at 72 n.5 (citing generally Village of Euclid v. Ambler Realty Co., 272 U.S. 365 (1926), in which the United States Supreme Court upheld the creation of a
zoning plan and zoning districts as a valid use of police power). Many early Minnesota
zoning laws used this style of comprehensive zoning to simplify their land-use regulations.
See Karen E. Marty, Minnesota Land Use Law § 1.B.d (2d ed. 2018). Euclidean zoning,
however, did not allow for any combination of uses in a single zone and thus lacked the
flexibility that evolving communities needed to adjust to changing demands. Amcon Corp.,
348 N.W.2d at 72 n.5.
Municipalities then developed zoning tools to supplement Euclidean zoning
practices. See id. at 72-73 (discussing “planned development zoning” as one example of a
modern concept developed to address Euclidean zoning practices). Zoning tools allowed
municipalities to zone a property in a way that did not correspond to any single district
while ensuring that the uses of the property are “in harmony with the surrounding
neighborhood,” thereby meeting the current needs of the community while promoting its
general welfare. Id. “Planned development zoning” is one example of a zoning tool that
“does not appear on the initial zoning map of a municipality but regulations authorize its
18
future creation.” Id. at 73. Planned-development zoning requires that plans for
development be filed with and reviewed by a planning commission, which then provides a
recommendation to the legislative authority of the municipality. Id. The legislative
authority then decides whether the proposal is consistent with the applicable
comprehensive plan and any standards provided in the municipality’s law that guide the
entity’s exercise of discretion. Id.
In Chandler, the supreme court recognized that a zoning ordinance that “alters the
established, allowed land usages of the [city] has the same effect as would a succession of
variances or rezonings.” 190 N.W.2d at 476. In Chandler, the supreme court was
interpreting Shoreview’s municipal code to determine whether the village improperly
granted a special-use permit, and it held that the ordinance permitting rezoning for a PUD
did not require an application for a variance relating to the special- use permit. Id. In that
case, the village had adopted a comprehensive municipal plan and two separate ordinances
around the same time with the intent that the two ordinances would allow flexibility as to
the comprehensive plan. Id. at 474. The two ordinances provided for “flexible control of
land usage and development” by the city council via the power to grant or deny special-use
permits and PUDs. Id. The supreme court ultimately concluded that the municipality’s
use of a zoning tool to effectively amend the zoning of a property is permissible “[s]o long
as procedures for securing a permit for a [PUD] fairly provide for airing the topic.” Id. at
476. The ordinances also set forth criteria the council must consider when exercising its
power to approve a PUD, such as conformity with the city plan and other zoning
ordinances. Id. at 476-77.
19
Today, municipalities use “official controls” to manage land development, see
Minn. Stat. § 462.357, subd. 1 (Supp. 2023), which may include “ordinances establishing
zoning, subdivision controls, site plan regulations, sanitary codes, building codes and
official maps,” all of which are employed to “implement the general objectives of
the . . . comprehensive plan,” Minn. Stat. § 462.352, subd. 15 (2022). This authority,
vested in each individual municipality, leads to diverse zoning practices and language so
that very little can be said to apply statewide. Regardless, we are confident that when a
municipality passes a zoning ordinance, so long as it is passed in adherence to the
procedural safeguards outlined in the Minnesota Statutes and is not preempted by state or
federal law, the ordinance remains valid until it is amended, repealed, or replaced. See
Minn. Stat. § 462.357 (2022 & Supp. 2023) (conferring upon municipalities the authority
to pass zoning ordinances to address land use within their boundaries); St. Paul Citizens
for Hum. Rts. v. City Council, 289 N.W.2d 402, 405 (Minn. 1979) (explaining that the
power to enact ordinances implies the power to repeal them, which can be done through
the enactment of new ordinances, therefore implying that an ordinance does not end but
remains in effect until it is replaced by another ordinance); Hawkins v. Talbot, 80 N.W.2d
863, 865 (Minn. 1957) (“Zoning ordinances have long been upheld as legitimate exercises
of the police power as long as they conform to the usual limitations governing the exercise
of that power.”) ; Mayes v. Byers, 7 N.W.2d 403, 407 (Minn. 1943) (“A city ordinance
within its proper scope has the force and effect of law.”); Builders Ass’n of Minn. v. City
of St. Paul, 819 N.W.2d 172, 181-82 (Minn. App. 2012) (“An ordinance is commonly
20
defined as an authoritative law or decree, especially a municipal regulation.” (quotation
omitted)).
With this background in mind, we turn to the PUD at issue here.
The 2007 PUD
Appellants argue that a PUD cannot limit the uses permitted in an underlying zoning
district because the code defines a PUD as “supplementary,” which is ambiguous, and,
because a PUD is onl y supplemental, it does not alter the underlying zoning. The city
argues that the definition of a PUD in the Zoning Code unambiguously states that a PUD
can amend the underlying zoning district by limiting the uses allowed within the relevant
district; thus, the 2007 PUD amended the Zoning Code, and any limits set forth in the 2007
PUD apply to the property until such time as the 2007 PUD is rescinded, replaced, or
amended. We agree with the city.
We first address appellants’ argument that the term “supplementary” is ambiguous.
Interpreting a city ordinance or city code is a question of law. Amcon Corp., 348 N.W.2d
at 72. The primary focus of statutory interpretation is to “effectuate the intent of the
legislature.” State v. Riggs, 865 N.W.2d 679, 682 (Minn. 2015 ) (quoting Minn. Stat.
§ 645.16 (2014)). If the words of the ordinance are clear as applied to the current case,
then the ordinance is not ambiguous and statutory c onstruction is inappropriate.
Chanhassen Ests. Residents Ass’n v. City of Chanhassen, 342 N.W.2d 335, 339 (Minn.
1984). When an ordinance does not define a term, the court may “look to the dictionary
definitions of those words and apply them in the context of the [ordinance] to determine
whether the phrase has a plain and unambiguous meaning.” Fordyce v. State, 994 N.W.2d
21
893, 897 (Minn. 2023) (quotation omitted). When interpreting a term or provision, “it is
sometimes necessary to analyze that provisio n in the context of surrounding sections” to
determine whether the word or phrase is indeed ambiguous. See Am. Fam. Ins. Grp. v.
Schroedl, 616 N.W.2d 273, 278 (Minn. 2000). Terms should be construed according to
their ordinary meaning. Id. And although a city’s interpretation or action based on its
interpretation of its code is not determinative, courts do owe it some weight. Chanhassen
Ests. Residents Ass’n, 342 N.W.2d at 340.
Because the word “supplementary” is not defined in the city’s code, we look to the
dictionary definition. “Supplementary” is an adjective that means “added or serving as a
supplement: additional.” Merriam-Webster’s Collegiate Dictionary 1256 (11th ed. 2014).
The word “supplement” as a noun means “something that completes or makes an addition.”
Id. at 1255.
Recall that the Zoning Code states as follows: “Planned Unit Development District
(“PUD”) is supplementary to a zoning district within or encompassing all or a portion or
portions of one (1) or more original districts in accordance with the provisions of this
chapter.” Zoning Code § 11.40, subd. 3 (emphasis added).
The plain meaning of the word “supplementary” unambiguously means that both
the PUD and the underlying zoning district exist at once over a property without being in
conflict. This understanding is solidified by reading additional provisions of the Zoning
Code. The Zoning Code provides that the permitted uses expressed by the zoning district
for the property remain, but a PUD can limit the permitted uses of the property:
22
The permitted uses set forth in this chapter pertaining to the
original district or districts within a PUD shall apply to and be
permitted uses in that part of a PUD in which such a district is
encompassed, except as such use or uses may be limited by a
development plan, an agreement or imposed by the City as a
condition to approval of the PUD.

Id., subd. 7 (2020). The Zoning Code reiterates this in the next subdivision, explaining that
permitted uses cannot be expanded by a PUD, but the city can grant waivers of other
requirements outlined in the Zoning Code so long as the PUD includes a development plan
or other document that expressly lays out these waivers: “Any standard or provision, except
permitted uses, set forth in this chapter relating to an original district may be waived or
modified by the City provided the ordinance relating to such PUD sets forth specifically or
by reference to a development plan or an agreement such modification or waiver.” Id.,
subd. 8(A) (2020). The 2007 PUD did just that, as it incorporated the relevant development
agreement and its waivers into the property’s zoning: “The land shall be subject to the
terms and conditions of that certain Development Agreement dated as of May 15,
2007 . . . . The Development Agreement contains the terms and conditions of [the 2007
PUD], and are hereby made a part hereof.”
We conclude that the t erm “supplementary” as used in the definition of a PUD in
the city’s Zoning Code is unambiguous and further that it means that a PUD can amend the
underlying zoning district by limiting the uses allowed within the relevant district. This is
consistent with the language in the 2007 PUD that states that the property’s zoning is
amended by the 2007 PUD: “The proposal is hereby adopted and the land shall be, and
hereby is amended within the [N-COM district] and shall be included hereafter in the [2007
23
PUD].” The incorporated development agreement also states, “Provisions of this
Agreement shall be binding upon and enforceable against the Property and the Owners,
their successors and assigns of the Property,” eliminating any doubt that, under the Zoning
Code, the 2007 PUD applies to appellants. Furthermore, the city’s definition, explanation,
and use of a PUD is consistent with modern zoning law.
Here, the city rezoned the property when it approved the 2007 PUD, which included
the term “ordinance” in its title.7 Because the 2007 PUD is an ordinance, it remains valid
until it is amended, repealed, or replaced. Under the Zoning Code, Minnesota Statutes, and
the language of the 2007 PUD, it is clear that the 2007 PUD still applies to the property
here, and we therefore reject the remainder of appellants’ argument that, because a PUD is
only supplementary, it does not alter the underlying zoning. We therefore conclude that
the 2007 PUD amended the Zoning Code and that any limits set forth in the 2007 PUD are
applicable to the property until such time as the 2007 PUD is rescinded or amended.
Because the 2007 PUD rezoned the property and did not allow gas stations or
convenience stores as uses within the area to which it applies, the 2007 PUD was a rational
basis on which the city could rely to deny the application. And because the city provided
rational bases for its decision to deny the application, we affirm the district court’s grant
of summary judgment in favor of the city on this issue.

7 “An ordinance of the City of Eden Prairie, Minnesota, Amending Certain Land Within a
Zoning District, Amending the Legal Descriptions of Land in Each District, and, Adopting
by Reference City Code Chapter 1 and Section 11.99 Which, Among Other Things,
Contain Penalty Provisions.”
24
II. The district court did not err by granting summary judgment in favor of the
city because neither the city’s denial of the application nor its decision to amend
the Zoning Code constituted an unconstitutional regulatory taking.
Appellants assert that the city’s actions resulted in two separate regulatory takings
of their property —the first taking occurred when the city denied their application to
develop the property , and the second taking occurred when the city amended its Zoning
Code to exclude gas stations and convenience stores from the list of permitted uses in
N-COM districts.8 “Whether a government entity’s action constitutes a taking is a question
of law that we review de novo.” Wensmann Realty, Inc. v. City of Eagan, 734 N.W.2d 623,
631 (Minn. 2007).
Both the U.S. and Minnesota Constitutions prohibit the taking of private property
for public use without just compensation. U.S. Const. amend. V; Minn. Const. art. I, § 13.
Even when a government does not physically possess the property, the government may
still effect a regulatory taking if it “goes too far in its regulation, so as to unfairly diminish
the value of the individual’s property, thus causing the individual to bear the burden rightly
borne by the public.” Wensmann Realty, 734 N.W.2d at 632 (quotation omitted).
Determining whether the government has taken a property is a highly fact-specific inquiry.
Id.

8 Appellants brought and argued two separate takings claims in the district court, which
analyzed them separately. Although appellants’ brief to this court could be understood to
frame the two separate takings claims as one claim, we continue to review their argument
as two separate takings claims because this is how the district court analyzed the claims.
Additionally, although appellants seem to argue at times that their takings claims could be
treated as a single claim, even if we consider both the application denial and the Zoning
Code amendment together, we are not persuaded that the city committed a regulatory
taking of appellants’ property.
25
Minnesota courts apply the framework adopted by the United States Supreme Court
in Penn Central Transportation Co. v. New York City , 438 U.S. 104 (1978), to analyze
regulatory-takings claims arising under the Minnesota Constitution when there is no
argument that the Minnesota Constitution should be interpreted more broadly than the
United States Constitution. Wensmann Realty, 734 N.W.2d at 632 -33. This includes
regulatory-takings claims in which the alleged taking is based on a government entity
passing a zoning ordinance. See, e.g., DeCook v. Rochester Int’l Airport Joint Zoning Bd.,
796 N.W.2d 299, 305 (Minn. 2011) (airport zoning ordinance); Zeman v. City of
Minneapolis, 552 N.W.2d 548, 552 (Minn. 1996) (city zoning ordinance); Pratt v. State,
Dep’t of Nat. Res., 309 N.W.2d 767, 774 (Minn. 1981) (statewide legislation reclassifying
water on a property); Interstate Cos. v. City of Bloomington, 790 N.W.2d 409, 414-15
(Minn. App. 2010) (city zoning amendment), rev. denied (Minn. Apr. 27, 2011). The Penn
Central framework identifies three factors that courts must consider and balance to
determine “the severity of the burden that government imposes upon private property
rights.” Wensmann Realty, 734 N.W.2d at 633. The three factors are (1) the economic
impact of the regulation, (2) the interference of the regulation with distinct
investment-backed expectations, and (3) the character of the government’s action. Penn
Cent., 438 U.S. at 124; Wensmann Realty, 734 N.W.2d at 632-33.
Before we apply the Penn Central framework to appellants’ takings claims, we
address appellants’ argument that with respect to the first factor—the economic impact of
the regulation—there is a distinction between Penn Central and Wensmann Realty and the
district court erred by applying Wensmann Realty instead of Penn Central. Appellants
26
argue that Wensmann Realty improperly applied a categorical-takings analysis that is not
present in Penn Central and that, therefore, Wensmann Realty is limited to only those
situations involving proposed amendments to land-use designations contained in a
comprehensive plan. The city urges us to reject the contention that Wensmann Realty is
limited to its facts that involve comprehensive-plan amendments and cites nonprecedential
cases in which this court applied Wensmann Realty to the denial of other types of land-use
applications.
In Wensmann Realty, the supreme court considered a city’s denial of a proposed
amendment to its comprehensive plan that would have expanded the permitted uses of the
subject property. 734 N.W.2d at 627. The supreme court did not find a reason to interpret
the Minnesota Constitution more broadly than the United States Constitution, and
therefore, it applied the Penn Central factors set forth above. Id. at 633. The supreme
court also addressed the frequent confusion between the first factor and a
categorical-takings9 analysis. Id. at 633 n.6. The supreme court’s analysis of the relevant
United States Supreme Court case, Lucas v. South Carolina Coastal Council, 505 U.S.
1003 (1992), which defined a categorical taking that does not need to consider all of the
Penn Central factors, demonstrates that Wensmann Realty does not adopt a
categorical-takings analysis. Id.
The supreme court articulated in Wensmann Realty that though the language “all
economically beneficial uses” in Lucas is similar to the language “economically viable

9 In their briefing, appellants here referred to this as a “per se” taking.
27
uses” in Penn Central, the phrases are not the same. Id. The supreme court’s analysis of
the first factor in Wensmann Realty demonstrates that there is a difference and that we do
not apply a categorical-takings analysis when applying the factors in Penn Central as
relayed in Wensmann Realty because the standard to apply is “whether the city’s decision
leaves any reasonable, economically viable use of the property.” Id. at 635. Furthermore,
the court explained that the reasonable-use standard requires that the property owner be
afforded “some reasonably beneficial and economically viable use of his land,” which is
not the bright line that exists in a categorical-takings analysis. Id. In Wensmann Realty,
the supreme court determined that the record did not provide a sufficient review of the
reasonable uses for the property despite some evidence of alternate uses for the property.
Id. at 637. Thus, the supreme court remanded the case for further findings related to this
first factor. Id. at 642. The decision to remand demonstrates that We nsmann Realty does
not support the use of a categorical-takings analysis in lieu of the first factor as set forth in
Penn Central. Thus, we conclude that appellants’ argument that there is a distinction
between Penn Central and Wensmann Realty misunderstands the supreme court’s takings
analysis in Wensmann Realty. We therefore apply the Penn Central factors as outlined in
Wensmann Realty because appellants make no argument that the Minnesota Constitution
should be interpreted more broadly than the U.S. Constitution.
We next apply the Penn Central framework to the facts of this case.
28
A. The city’s denial of the application does not constitute a taking.
Appellants argue that all three factors favor them and show that the city effected a
regulatory taking when it denied the application. The city argues that all the factors favor
them such that no taking occurred. We review each factor in turn.
1. Economic Impact of the Regulation
Appellants argue that the economic impact of the city’s denial is high because it
reduces the property’s profitability by “at least fifty percent.” 10 The city argues that
denying the application does not limit all reasonable and profitable uses of the property
because the property can still be developed in other ways.
The first factor of Penn Central requires a court to consider the economic impact of
the city’s decision on the appellants. Wensmann Realty, 734 N.W.2d at 634. One way to
determine the economic impact is to consid er “whether the city’s decision leaves any
reasonable, economically viable use of the property.” Id. at 635. The supreme court has
stated that a “taking does not result simply because the property owner has been deprived
of the most profitable use of the property.” Id.
Here, the first factor favors the city because the city denied the application for the
specific businesses and specific aspects of the businesses proposed to be developed on the
property; the city did not deny all development on the property. The city acknowledged

10 Appellants dispute the district court’s use of the appraisal of the property that included
the property’s zo ning history and current market value because the appraisal was not
admissible evidence. But because we review the application of law de novo and determine
that, even without the appraisal, the first factor favors the city, we decline to address this
issue more fully.
29
that the property would be developed but expressed specific concerns about the gas station,
convenience store, and auto-repair shop that appellants planned. The 2007 PUD provides
that the property can be developed for a coffee shop and other retail stores, which
demonstrates that there are other reasonable economically viable uses for the property, and
appellants do not argue or provide evidence to show that these are not reasonable
economically viable uses for the property. A determination that the application included a
use that is more profitable than other possible uses is not a determination that there are no
reasonable economically viable uses for the property, and it does not require a conclusion
that this factor favors appellants. Because there are other reasonable economically viable
uses for the property, the first factor favors the city.
2. Interference with Investment-Backed Expectations
Appellants argue that the city’s denial of the application caused interference with
and harm to their investment-backed expectations because they purchased the land after
relying on the N-COM’s permitted uses and on representations by city staff that the
property’s zoning permitted a gas station and convenience store. The city responds with
three arguments: first, that appellants’ misunderstanding of the property’s zoning does not
permit a finding that appellants had a reasonable, investment-backed expectation; second,
that even if city staff misrepresented the lawful uses of the property, any potential
misrepresentation likely happened after the quitclaim deed for the property was executed;
and third, that any misrepresentations do not prevent the city from correctly interpreting
and enforcing its laws.
30
The second factor considers whether the government act interfered with the property
owner’s investment-backed expectations, meaning the permitted uses of the property that
existed at the time the owner acquired the property. Id. at 637. A person who purchases
property knowing of the restrictions on its use assumes the risk of economic loss. Id. at
638-39. Similarly, a person who purchases land must still comply with regulatory
restrictions. Minn. Sands, LLC v. County of Winona, 917 N.W.2d 775, 784 (Minn. App.
2018), aff’d (Minn. Mar. 11, 2020).
Here, the second factor favors the city because, at the time appellants purchased the
property, the 2007 PUD did not allow gas stations or convenience stores to be built on the
property. Although city staff informed appellants that the property’s underlying zoning
(N-COM) permitted gas stations, the 2007 PUD restricted the N-COM permitted uses to
those identified in the 2007 PUD, which incorporated the development agreement and did
not include a gas station. Because t he 2007 PUD was recorded in Hennepin County and
was a public document, appellants had access to it and were on notice that the property was
subject to a PUD, and both the 2007 PUD and the Zoning Code expressly state that a PUD
rezones the subject property. Because the permitted uses at the time appellants purchased
the property did not include the uses proposed in the application, appellants did not have
an investment-backed expectation that the property could be developed as they proposed .
Therefore, this factor favors the city.
3. Character of the Government’s Action
Appellants argue that the city’s denial of the application is a government action for
which the appellants, rather than the general public, bear the weight, and therefore, the
31
third factor favors them. The city argues that its denial of the application did not burden
only the appellants, because, by virtue of its nature as a zoning decision, the city’s denial
of the application is an action that is felt by the entire community.
The third factor examines the character of the government’s action —whether the
government regulated in a way that limits only a single owner’s request for a different
permitted use, or if many property owners are now subject to a restrictive regulation.
Wensmann Realty, 734 N.W.2d at 639.
Here, the government action was a denial of an application to develop a gas station,
convenience store, and auto-repair shop on the property. Although the decision to deny
the application impacted appellants more than the public, the application included a request
to rezone the property by issuing a new PUD that would permit the application’s proposed
uses on the property, and a request to rezone a property is regulatory in nature and impacts
the public generally. Therefore, this factor is neutral; however, even if this factor favored
appellants, it would not affect the outcome given our resolution of the first and second
factors.
Balancing all three factors, we conclude that the city’s denial of the application did
not amount to a regulatory taking of appellants’ property because the first two factors
clearly favor the city. Therefore, we affirm the district court’s grant of summary judgment
on appellants’ first takings claim.
B. The city’s amendment of its Zoning Code does not constitute a taking.
Appellants argue that the city committed a regulatory taking of appellants’ property
by amending the Zoning Code to remove gas stations and convenience stores from the list
32
of permitted uses in areas zoned N-COM.11 Again, the city asserts that all the factors favor
them. We review each factor in turn.
1. Economic Impact of the Regulation
Appellants argue that the economic impact of the Zoning Code amendment is
diminishment of the property’s value by at least 50%. The city argues that the amendment
does not prevent all reasonable uses of the property and that the 2007 PUD demonstrates
that the property can still be developed for other uses besides a gas station and convenience
store.
This factor requires that we consider the economic impact of the city’s decision on
appellants, and in this case, we review what reasonable economically viable uses of the
property remain after the city’s action. Wensmann Realty, 734 N.W.2d at 634-35. Because
the impact of the Zoning Code amendment is to remove only two specific uses, gas stations
and convenience stores, from the list of permitted uses of N-COM properties, there are
other reasonable and economically viable uses for the property. This factor favors the city.

11 At various points in appellants’ briefing to this court, they assert that they can rely on,
and incorporate by reference, briefing submitted to the district court for additional
arguments. This is incorrect. The Minnesota Rules of Civil Appellate Procedure impose
page limits on briefs submitted to this court and direct counsel to be precise in the relief
they seek and to state their arguments specifically. See Minn. R. Civ. App. P. 132.01;
Peterson v. BASF Corp., 675 N.W.2d 57, 66 (Minn. 2004). Appellants point to Minn. R.
Civ. App. P. 128.01, subd. 2, which allows a party to rely on materials submitted to the
district court if they comply with the special conditions set forth in that rule. Appellants
did not satisfy those conditions, and t his court does not consider arguments that a party
fails to make in accordance with applicable rules.
33
2. Interference with Investment-Backed Expectations
Appellants argue that the Zoning Code amendment impacts their investment-backed
expectations for the property because appellants purchased the property with the intent to
build a gas station and convenience store. 12 The city argues that because the 2007 PUD
has controlled the property’s permitted uses since 2007, the 2022 amendment to the Zoning
Code does not impact the lawful uses available to appellants at the time of their application.
This factor requires that we weigh the amount the government action interferes with
the property owner’s investment-backed expectations. Wensmann Realty, 734 N.W.2d at
637. Because the property was already subject to the 2007 PUD, which excluded gas
stations and convenience stores from the permitted uses of the property, the Zoning Code
amendment did not impact the permitted uses of the property. This factor also favors the
city.
3. Character of the Government’s Action
Appellants argue that the Zoning Code amendment is not “general” because
appellants’ property is the only property that is still undeveloped and zoned N-COM, and
therefore, the amendment impacts only appellants. Appellants also point out that the city
amended the Zoning Code only after appellants attempted to develop the property. The

12 Appellants also assert that although appellant Auto Care World entered the purchase
agreement after the city passed the amendment, this does not prevent appellants’
regulatory-takings claim, citing Palazzolo v. Rhode Island, 533 U.S. 606, 626-30 (2001).
The city does not respond to this argument, and we agree that Auto Care World is not
prohibited from alleging a takings claim here.
34
city argues that appellants conceded that this factor favors the city because the government
action is the amendment of its Zoning Code.
This factor requires that we consider whether the government regulation limits only
a single owner’s property or if many parcels are subject to a restrictive regulation. Id. at
639. Because an amendment to the Zoning Code is a legislative function and applies to all
properties zoned N-COM, not only appellants’ property, the character of the city’s action
here is general. Furthermore, appellants’ argument is unpersuasive because although the
other properties zoned N-COM are already developed, the amendment still impacts their
owners’ ability to redevelop or expand the affected properties. This factor also favors the
city.
Because all three factors favor the city, we conclude that the city’s act in amending
its Zoning Code is not a regulatory taking of appellants’ property. And because appellants’
takings claim fails, the district court did not err when it granted summary judgment in favor
of the city. Therefore, we affirm the district court’s grant of summary judgment on
appellants’ second takings claim.
In sum, the city’s denial of th e application survives rational-basis review because
the city supported its decision with rational legal and factual bases. The city also did not
commit a regulatory taking by denying the application or amending the Zoning Code
because the Penn Central factors favor the city on both claims. Thus, the district court did
not err when it granted summary judgment in favor of the city on all of appellants’ claims.
Affirmed.