USS Big Lake 1 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This opinion is nonprecedential except as provided by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
A25-1693

USS Big Lake 1 LLC, et al.,
Appellants,

vs.

Northern States Power Company DBA Xcel Energy,
Respondent.

Filed July 13, 2026
Affirmed; motion denied
Rasmusson, Judge

Ramsey County District Court
File No. 62-CV-25-1654

Andrew P. Moratzka, Marc A. Al, Amber S. Lee, Bradley R. Prowant, Eden A. Fauré,
Stoel Rives, LLP, Minneapolis, Minnesota (for appellants)

Ben D. Kappelman, Anna Boyle, Nathan Webster, Caroline Rogers, Sonja Smerud, Dorsey
& Whitney, LLP, Minneapolis, Minnesota (for respondent)

Considered and decided by Larson, Presiding Judge; Rasmusson, Judge; and Kirk,
Judge.
∗
NONPRECEDENTIAL OPINION
RASMUSSON, Judge
Appellants challenge the district court’s dismissal of their claims against respondent
Northern States Power Company d/b/a Xcel Energy (Xcel), arguing that the district court

∗ Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
2
erred in determining that the filed-rate doctrine prevented the court from adjudicating their
breach-of-contract claims. Because appellants’ requested damages would force the district
court to inappropriately engage in rate making, we affirm. We also deny appellants’
motion to strike as moot.
FACTS
Community-Solar-Garden Statute
In 2013, the Minnesota Legislature enacted legislation establishing the
community-solar-garden (CSG) program to facilitate solar -garden development under the
direction and oversight of the Minnesota Public Utilities Commission. See 2013 Minn.
Laws ch. 85, art. 10, § 2, at 675- 77 (codified at Minn. Stat. § 216B.1641 (2014)). In a
recent decision, this court describes the relevant statutory provisions:
The statute defines a solar garden as “a facility that generates
electricity by means of a ground -mounted or roof -mounted
solar photovoltaic device whereby subscribers receive a bill
credit for the electricity generated in proportion to the size of
their s ubscription.” [Minn. Stat. § 216B.1641], subd. 1(b)
[(2024)]. A CSG generates solar energy and delivers the
energy to Xcel. Id., subd. 1(b), (d). The CSGs obtain revenue
from subscribers, which includes individuals, municipalities,
schools, hospitals, and other entities. Id., subd. 1(h). CSG
subscribers receive a discount —in the form of a bill credit —
on their Xcel [E]nergy bill in proportion to the size of their
subscription. Id., subd. 1(d), (h). Xcel recovers the costs of
the program from all ratepayers.

The CSG statute requires Xcel to purchase the energy
generated by approved CSGs and provides that “[t]he purchase
shall be at the rate calculated under section 216B.164,
subdivision 10 [(2024)], or, until that rate for the public utility
has been approved by the commission, the applicable retail
rate.” Id ., subd. 1(d). The rate calculated under Minn. Stat.
§ 216B.164, subd. 10, is referred to as the value of solar (VOS)
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rate. The VOS rate is calculated under a methodology
approved by the commission that accounts for benefits of
distributed solar generation, such as avoiding the costs
of fuel, operations-and-maintenance, generation -capacity,
transmission and distribution, and environmental expenses.
See Minn. Stat. § 216B.164, subd. 10 (2024). The statute does
not define the “applicable retail rate” (ARR), but the
commission has interpreted the term to mean “the full retail
rate, including the energy charge, demand charge, customer
charge, and the applicable riders, for the customer class
applicable to the subscriber receiving the credit.”

In re N. States Power Co., No. A24- 1450, 2025 WL 2205795, at *1 (Minn. App. Aug. 4,
2025), rev. denied (Minn. Oct. 29, 2025). 1
Background
Appellants represent CSG developers and subscribers. Appellant -developers
entered into contracts with Xcel under which Xcel would credit appellants at the Applicable
Retail Rate (ARR) bill-credit rate throughout the full 25- year contract term.
The express terms of the contract also provided the commission with continuing
jurisdiction over the agreement, that sales and purchase rates “shall be changed annually
or otherwise as provided by order of the [commission],” and that the CSG operator would
“comply with all of the rules stated in [Xcel’s] applicable electric tariff related to the
Solar*Rewards Community program
[2] and the tariffed version of this Contract, as the same
may be revised from time to time.” The contract specified that if any conflicts arose

1 This case is nonprecedential and, therefore, not binding. We cite to nonprecedential
opinions as persuasive authority only. See Minn. R. Civ. App. P. 136.01, subd. 1(c).
2 A “tariff” is a document that specifies the rates at which a utility will provide electric
distribution services. Siewert v. N. States Power Co., 793 N.W.2d 272, 277 (Minn. 2011).
The Solar*Rewards Community program is the tariff that governs rates for CSGs.
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between the contract terms and the tariff, “the provisions of the tariff shall control.” A
2016 commission-approved ARR amendment specifically restricted Xcel from taking any
action that would unsettle the agreed -upon bill rate for the Solar*Rewards Communit y
program.
In June 2023, the commission issued an order directing Xcel to “develop and file a
detailed proposal for commission consideration for switching ARR -era gardens to the
appropriate VOS [value of solar] rate.” Xcel submitted the proposal and, after considering
public comments, the commission approved a modified version of Xcel’s proposal on May
30, 2024.
In the May 30, 2024 order, the commission directed Xcel to lower the CSG bill
credit from the ARR to the VOS rate for all production beginning April 1, 2025. The order
also instructed Xcel to revise its tariffs, including those under the CSG contract. In August
2024, Xcel filed the required tariff revisions. And this court affirmed the commission’s
decision. In re N. States Power Co., 2025 WL 2205795, at *15.
Current Litigation
Appellants filed a complaint in district court alleging Xcel knowingly and
intentionally breached its contracts with CSGs and their third -party beneficiary
subscribers. Appellants alleged that they reasonably relied on the contract with Xcel
wherein Xcel promised to credit appellants at the ARR bill -credit rate throughout the full
25-year term. Xcel filed a motion to dismiss the complaint under rule 12 of the Minnesota
Rules of Civil Procedure under (1) the filed -rate doctrine, (2) collateral estoppel, an d
(3) the tariffed contract’s forum-selection clause.
5
After a hearing, the district court granted Xcel’s motion to dismiss. The district
court determined that it lacked subject -matter jurisdiction because the filed -rate doctrine
precluded the court from adjudicating commission-approved tariffs. This appeal follows.
DECISION
Appellants challenge the district court’s dismissal of their breach-of-contract claims
against Xcel, arguing that the district court erred by applying the filed -rate doctrine to
preclude their breach-of-contract claim.
A.
A de novo standard of review applies to the issues presented in this appeal. See
Hoskin v. Krsnak, 25 N.W.3d 398, 405 (Minn. 2025) (review of a rule 12.02(e) motion to
dismiss is de novo); see also Daniel v. City of Minneapolis , 923 N.W.2d 637, 644 (Minn.
2019) (“Subject-matter jurisdiction is a question of law that [appellate courts] review de
novo.”). A district court may grant a motion to dismiss if it “lack[s] jurisdiction over the
subject matter.” Minn. R. Civ. P. 12.02(a ). When reviewing a dismissal pursuant to rule
12.02, appellate courts accept the facts alleged in the complaint as true and construe all
reasonable inferences in favor of the nonmoving party. See Walsh v. U.S. Bank, N.A., 851
N.W.2d 598, 606 (Minn. 2014). 3
Appellants assert that the district court erred because the filed-rate doctrine does not
apply to their breach- of-contract claims. Appellants argue that complaints seeking to

3 At oral argument, both parties agreed that the district court did not rely on matters outside
the pleadings and that the matter did not need to “be treated as one for summary judgment
and disposed of as provided in Rule 56.” Minn. R. Civ. P. 12.02. Accordingly, we analyze
the district court’s dismissal under rule 12.02. Id.
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enforce commission-approved contracts do not violate the filed -rate doctrine. See Siewert,
793 N.W.2d at 280-81 (an order that does not add terms to the tariff or direct the scope of
service to be provided does not violate the filed -rate doctrine). Xcel contends that
appellants’ complaint directly challenges the rate structure because any award against Xcel
“would amount to a refund from the rate ordered by the commission and could directly
impact its rate of return or impact other ratepayers.”
The filed -rate doctrine “is a judicially created doctrine that prevents courts from
adjudicating private claims that would effectively vary or enlarge rates charged under a
published tariff.” Id. at 278. “The rights as defined by the tariff cannot be varied or
enlarged by either contract or tort,” and parties subject to a tariff “cannot legally negotiate
a rate different from the tariff rate.” G & T Trucking Co. v. GFI Am., Inc., 535 N.W.2d
658, 660 (Minn. App. 1995) (quotation omitted). “Rates fixed by the commission are
presumed to be reasonable and just” and the tariff “is an inherent part of the lawful rate
charged to consumers, from which neither the utility nor the consumer may depart.”
Comput. Tool & Eng’g, Inc. v. N. States Power Co., 453 N.W.2d 569, 573 (Minn. App.
1990), rev. denied (Minn. May 23, 1990).
Tariffed rates have the equivalent force and effect of state law once they are
approved and filed. N. States Power Co. v. City of Oakdale, 588 N.W.2d 534, 537-38, 543
(Minn. App. 1999). Tariffs prevail over previously contracted rates. G & T Trucking Co.,
535 N.W.2d at 660 (a regulated party must “collect the rate contained in its tariff,
notwithstanding the fact that it may have negotiated a different rate”). “[T]he filed rate
doctrine bars claims for money damages to remedy breach of a provision in an
7
agency-approved tariff.” Hoffman v. N. States Power Co., 764 N.W.2d 34, 46 (Minn.
2009).
The district court granted Xcel’s motion to dismiss, concluding that it lacked
subject-matter jurisdiction to address appellants’ claims regarding the bill- credit rate
imposed by the commission. In reaching this conclusion, the district court determined t hat
the contractual relationship between the parties was governed by tariffs under Minnesota
law and any adjustment by the court would be inappropriate. See Minn. Stat. § 216B.05,
subd. 2a (2024); see also Hoffman, 764 N.W.2d at 39.
Chapter 216B provides the commission with broad authority to “ascertain and fix
just and reasonable policies for all public utilities.” Hoffman, 764 N.W.2d at 43 (quotation
omitted). The statute explicitly gives the commission authority to “approve, disapprove,
or modify a community solar garden program.” Minn. Stat. § 216B.1641, subd. 1(e)
(2024).
Here, the commission had authority over CSGs and rate setting for CSGs, as
provided by the statute. See id. The current tariff specifically provides that the ARR bill
credit rate “no longer applies for energy delivered to [Xcel] after March 31, 2025.” The
statute also provides that the ARR was in effect until the VOS rate was approved by the
commission. See id., subd. 1(d) (2024). The parties’ contract provided that the rate “may
be revised from time to time” as allowed by contractual amendments or app roved by the
commission. The commission approved a revision to the previously agreed-upon rate. And
the contract expressly stated that if a conflict arose between the contract’s terms and the
tariff, the tariff controls.
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Appellants contend that this case does not challenge the reasonableness of the rates,
the rate structure, or rate -allocation process. Instead, they challenge Xcel’s conduct in
unsettling the agreed -upon bill-credit rate by asking the commission to unsettl e the ARR,
which was prohibited under the contract. But appellants requested damages that would, in
fact, require the district court to inappropriately engage in rate making. Specifically,
appellants sought for the district court to order Xcel to reimbur se CSGs the difference
between the ARR and VOS rate, which is counter to the commission’s decision. Per the
statute, only the commission can authorize a tariff change and Xcel can only assess rates
that are in its tariff. See id. , subd. 1(e). Providing reimbursement to appellants would
effectively change the commission-approved rate, which contravenes Minnesota law.
Even if we accept the facts alleged in the complaint as true and construe all
reasonable inferences in appellants’ favor, the challenge fails because only the commission
can authorize a tariff change. The district court, therefore, properly concluded that it lacked
subject-matter jurisdiction to address appellants’ breach -of-contract claims.4
For the foregoing reasons, the district court appropriately dismissed appellants’
complaint.

4 Because we conclude that appellants’ requested damages would require the district court
to inappropriately engage in rate making, we do not address, and therefore take no position
on, whether appellants could otherwise sustain a breach- of-contract claim i n this context.
For the same reason, we need not reach a decision on Xcel’s collateral estoppel or
forum-selection-clause arguments.
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B.
Appellants filed a motion to strike portions of Xcel’s principal brief. See Minn. R.
Civ. App. P. 110.01, 127. Because we conclude that the district court appropriately
dismissed appellants’ complaint pursuant to the filed -rate doctrine, we need not consider
the documents. We therefore deny as moot appellants’ motion to strike portions of Xcel’s
brief. See Drewitz v. Motorwerks, Inc. , 728 N.W.2d 231, 233 n.2 (Minn. 2007).
Affirmed; motion denied.