author: STREIT, Justice. WIGGINS, Justice

text:
    AMES RENTAL PROPERTY ASSOCIATION, Appellant, v. CITY OF AMES, Appellee.
    No. 05-0463.
    Supreme Court of Iowa.
    July 27, 2007.

      Thomas G. Fisher, Jr. of Parrish Krui-denier Moss Dunn Boles Gribble Cook & Fisher, L.L.P., Des Moines, for appellant.
    Kirke C. Quinn of Jordan & Quinn, P.C., Boone, and John R. Klaus, City Attorney, Ames, for appellee.
   STREIT, Justice.

In an effort to stem the flow of students into residential areas, Ames, the home of Iowa State University, passed a zoning ordinance which only permits single-family dwellings in certain areas of the city. For purposes of the ordinance, a “family” is any number of related persons or no more than three unrelated persons. A landlord association brought a declaratory judgment against the City claiming the ordinance violates the equal protection clauses of the United States Constitution and the Iowa Constitution. The district court granted summary judgment in favor of Ames because it found the ordinance was rationally related to a legitimate government interest. We affirm.

I. Facts and Prior Proceedings

Ames Rental • Property Association (hereinafter ARPA) is a corporation comprised of people who own residential real estate within the city limits of Ames. The members’ properties include various houses located within areas the City has zoned for single-family dwellings. While many of these houses are sufficiently large to comfortably accommodate more than three people, section 29.201(62) of the Ames Municipal Code operates to prohibit ARPA members from leasing a given house, regardless of its size, to more than three unrelated persons.

Chapter 29 of the Ames Municipal Code is a comprehensive and detailed zoning ordinance enacted by the City in April 2000 to regulate the use of real estate within the , City’s boundaries. Section 29.701(1) restricts use of property in areas designated “residential low density” zones to “primarily single family dwellings.”

Section 29.201(51) defines a single-family dwelling as “any building consisting of no more than one dwelling unit, designed for and occupied exclusively by one family.” The term “dwelling unit” is defined as “any building or a portion thereof which contains living facilities, including provisions for sleeping, eating, meal preparation and a bathroom.” Ames MumCode § 29.201(54).

The controversy in this case focuses on the definition of “family” as provided by section 29.201(62). A “family” means:

[A] person living alone, or any of the following groups living together as a single nonprofit housekeeping unit and sharing common living, sleeping, cooking, and eating facilities:
(a) Any number of people related, by blood, marriage, adoption, guardianship or other duly-authorized custodial relationship;
(b) Three unrelated people;
(c) Two unrelated people and any children related to either of them;

(Emphasis added.)

ARPA members have been cited with violating the zoning ordinance for renting houses to more than three unrelated persons. Members’ tenants have also been cited.

In February 2004, ARPA filed a declaratory judgment in Story County. It requested Ames Municipal Code section 29.201(62), defining “family” for purposes of determining the use of houses within a “single family” zoning district, be declared in violation of the equal protection clauses and the takings clauses of the Iowa Constitution and the United States Constitution. Ames denied ARPA’s allegations.

Ames filed a motion for summary judgment. . The district court granted Ames’s motion and dismissed ARPA’s petition. ARPA appealed.

On appeal, ARPA asserts only its equal protection claim under both the Iowa and United States Constitutions.

II. Scope of Review

Summary judgment is appropriate if there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Tetzlaff v. Camp, 715 N.W.2d 256, 258 (Iowa 2006) (citing Keokuk Junction Ry. v. IES Indus., Inc., 618 N.W.2d 352, 355 (Iowa 2000)). ARPA acknowledges there are no facts in dispute. Thus, on review we must determine whether the district court correctly applied the law. Diggan v. Cycle Sat, Inc., 576 N.W.2d 99, 102 (Iowa 1998) (citing Putensen v. Hawkeye Bank, 564 N.W.2d 404, 407 (Iowa 1997)). We review constitutional claims de novo. Grovijohn v. Virjon, Inc., 643 N.W.2d 200, 202 (Iowa 2002).

III. Merits

A. Federal Constitution

ARPA argues Ames’s zoning ordinance violates both the Iowa and Federal Constitutions. However, the Supreme Court has examined a more restrictive ordinance and held it did not violate the United States Constitution. Village of Belle Terre v. Boraas, 416 U.S. 1, 9, 94 S.Ct. 1536, 1541, 39 L.Ed.2d 797, 804 (1974) (holding a zoning ordinance limiting occupancy of single-family homes to any number of related persons or not more than two unrelated persons does not offend the Equal Protection Clause of the United States Constitution). Undeterred, ARPA argues the Supreme Court will likely overturn Belle Terre if given the opportunity to do so. We will not be so presumptuous as to predict how the Supreme Court would rule if presented with this case. Belle Terre is still good law. Ames’s zoning ordinance does not violate the Equal Protection Clause of the United States Constitution.

B. Iowa Constitution

Nevertheless, we must still consider the ordinance under the Iowa Constitution. While the Supreme Court’s judgment under the federal Equal Protection Clause is persuasive, it is not binding on this court as we evaluate the City’s ordinance under the Iowa Constitution. Racing Ass’n of Cent. Iowa v. Fitzgerald, 675 N.W.2d 1, 5 (Iowa 2004).

The Iowa Constitution guarantees “[ajll laws of a general nature shall have a uniform operation; the general assembly shall not grant to any citizen, or class of citizens, privileges or immunities, which, upon the same terms shall not equally belong to all citizens.” Iowa Const, art. 1, § 6. This provision “means similarly situated persons must receive similar treatment under the law.” Grovijohn, 643 N.W.2d at 203-04 (citations omitted).

The first step of an equal protection claim is to identify the classes of similarly situated persons singled out for differential treatment. Id. at 204. Here, the classes are related persons versus unrelated persons living in Ames’s single-family zones. ARPA members allege Ames’s ordinance violates the rights of their tenants and would-be tenants to equal protection.

If the claimed dissimilar treatment does not involve a suspect class or a fundamental right, any classification made by the statute need only have a rational basis. Id. ARPA concedes “[t]he district court properly concluded that the rational basis test should be applied.” See Belle Terre, 416 U.S. at 6-7, 94 S.Ct. at 1539-40, 39 L.Ed.2d at 802-03 (finding zoning ordinance limiting number of unrelated persons per household involved neither a suspect class nor a fundamental right); State v. Seering, 701 N.W.2d 655, 664 (Iowa 2005) (stating freedom of choice in residence “is not a fundamental interest entitled to the highest constitutional protection”).

Under the rational basis test, we must determine whether the ordinance in question is rationally related to a legitimate governmental interest. Racing Ass’n of Cent. Iowa, 675 N.W.2d at 7-8. Under this deferential standard, the zoning ordinance is valid unless the relationship between the classification and the purpose behind it is so weak the classification must be viewed as arbitrary or capricious. Id. at 8. A statute or ordinance is presumed constitutional and the challenging party has the burden to “negat[e] every reasonable basis that might support the disparate treatment.” Id. The City is not required or expected to produce evidence to justify its legislative action. Heller v. Doe by Doe, 509 U.S. 312, 320, 113 S.Ct. 2637, 2643, 125 L.Ed.2d 257, 271 (1993). “A legislative judgment is -presumed to be supported by facts known to the [city council], unless facts judicially known or proved preclude that possibility.” Egan v. United States, 137 F.2d 369, 375 (8th Cir.1943) (citations omitted).

In the context of zoning, legitimate government interests include “promoting the health, safety, morals, or the general welfare of the community.” Iowa Code § 414.1 (2003). Here, Ames articulated several bases for the zoning ordinance: “promot[ing] a sense of community, sanctity of the family, quiet and peaceful neighborhoods, low population, limited congestion of motor vehicles and controlled transiency.” In Belle Terre, the Supreme Court found similar interests valid:

The police power is not confined to the elimination of filth, stench, and unhealthy places. It is ample to lay out zones where family values, youth values, and the blessings of quiet seclusion and clean air make the area a sanctuary for people.

Belle Terre, 416 U.S. at 9, 94 S.Ct. at 1541, 39 L.Ed.2d at 804. We agree governing bodies have a legitimate interest in promoting and preserving neighborhoods that are conducive to families — particularly those with young children. See Moore v. City of E. Cleveland, 431 U.S. 494, 503, 97 S.Ct. 1932, 1938, 52 L.Ed.2d 531, 540 (1977) (noting the Supreme Court’s prior decisions established the Federal Constitution “protects the sanctity of the family precisely because the institution of the family is deeply rooted in this Nation’s history and tradition”); Callender v. Skiles, 591 N.W.2d 182, 191 (Iowa 1999) (acknowledging “promoting the sanctity and stability of the family” is a legitimate government interest). Quiet neighborhoods with a stable population and low traffic are laudable goals. Ames’s objectives are therefore valid.

Next, we must determine whether the City’s objectives are -“rationally related” to the zoning ordinance in question. ARPA argues the ordinance “does not address the purposes relied upon by the city.” ARPA explains:

[A]ny legitimate goal that the City seeks to achieve can be achieved by a narrower, more direct ordinance. The ordinance as it is presently adopted is under-inclusive because it allows related individuals to live in large numbers in small areas and create noise, litter, and use or park an excessive number of cars. At the same time it is over-inclusive because it prohibits unrelated residents who might live in quite reasonable numbers for the square footage of the house and not create noise, litter, and may not use or park an excessive number of cars.

However, under the rational basis test, we do not require the ordinance to be narrowly tailored. “If the classification has some ‘reasonable basis,’ it does not offend the constitution simply because the classification ‘is not made with mathematical nicety or because in practice it results in some inequality.’ ” Scott County Prop. Taxpayers Ass’n, Inc. v. Scott County, 473 N.W.2d 28, 31 (Iowa 1991) (quoting United States R.R. Retirement Bd. v. Fritz, 449 U.S. 166, 175, 101 S.Ct. 453, 459, 66 L.Ed.2d 368, 376 (1980)). For legislation to be violative of the Iowa Constitution under the rational basis test, the classification must involve “extreme degrees of overinclusion and underinclusion in relation to any particular goal.” Racing Ass’n of Cent. Iowa, 675 N.W.2d at 10 (emphasis added).

This requires more than imagining extreme examples of groups of people who do or do not offend the goals of the zoning ordinance. Sure, the ordinance would allow the Beverly Hillbillies to live in a single-family zone while prohibiting four judges from doing so. However, neither hypothetical is typical of reality. City council members are permitted to legislate based on their observations of real life.

In the present case, we find the relationship between the ordinance and the City’s goals is neither arbitrary nor capricious. Quite candidly, Ames states “[i]t cannot be ignored that Ames is a university campus city and, therefore, experiences typical secondary effects of mass student congestion.” Based on its experience with students living off campus, the Ames city council made a reasonable policy decision to limit to three the number of unrelated persons who may reside in a single-family dwelling in certain areas. It did so because groups of unrelated persons typically have different living styles in comparison to groups of related persons. See Dinan v. Bd. of Zoning Appeals, 220 Conn. 61, 595 A.2d 864, 870 (1991) (noting a group of college students is less likely to become involved in the neighborhood and community in comparison to a typical family because of its short-term living arrangement). For example, although related persons may live together in large numbers, they normally live together in a more permanent status and remain in one place for a longer period of time. In contrast, groups of unrelated persons typically live together as roommates. Such arrangements are relatively short term and normally involve young adults. These persons tend not to establish roots in the community nor do they provide playmates for their neighbors’ children. Moreover, large numbers of young adults living together typically attract friends, which create additional noise and traffic. By limiting the number of unrelated persons who may live together, Ames’s ordinance furthers the City’s goal of creating family-oriented neighborhoods that are safe and quiet for young children. It is also reasonable for the city council to conclude density will be lessened by the ordinance. Therefore, Ames’s ordinance does not violate the equal protection clause of the Iowa Constitution.

Certainly this ordinance is imprecise and based on stereotypes. Nevertheless, it is a reasonable attempt to address concerns by citizens who fear living next door to the hubbub of an “Animal House.” Significantly, the ordinance is not limited to college students nor does it bar them from living in single-family zones. The City’s definition of “family” is quite flexible and expansive enough to encompass unmarried couples and groups of three unrelated persons. See Champoux, 555 N.W.2d at 74 (noting ordinance prohibiting four or more unrelated persons from living together “is expansive enough to allow numerous other household relationships in addition to that of the traditional family”). Other cases striking down ordinances which limit the number of unrelated persons who may live together have done so applying other constitutional provisions, using a heightened level of scrutiny, or addressing a more restrictive ordinance. ARPA only challenges the ordinance on equal protection grounds and agrees rational basis is the proper standard. See Racing Ass’n of Cent. Iowa, 675 N.W.2d at 5 (applying the same analysis under the state equal protection provision as applied under the federal equal protection clause but reserving the right to employ a different analytical framework under state constitutional provisions).

ARPA may be correct that this ordinance will do little to further the City’s goals. Nevertheless, it is the City’s prerogative to fashion remedies to problems affecting its residents. If the ordinance proves to be ineffective, then the elected city council may change course and amend or repeal it. The court’s power to declare a statute or ordinance unconstitutional is tempered by the court’s respect for the legislative process. Under the rational basis test, we must generally defer to the city council’s legislative judgment. The Supreme Court has said:

The Constitution presumes that, absent some reason to infer antipathy, even improvident decisions will eventually be rectified by the democratic process and that judicial intervention is generally unwarranted no matter how unwisely we may think a political branch has acted. Thus, we will not overturn such a statute unless the varying treatment of different groups or persons is so unrelated to the achievement of any combination of legitimate purposes that we can only conclude that the legislature’s actions were irrational.

Vance v. Bradley, 440 U.S. 93, 97, 99 S.Ct. 939, 942-43, 59 L.Ed.2d 171, 176 (1979); accord State v. Simmons, 714 N.W.2d 264, 277 (Iowa 2006).

IY. Conclusion

We find Ames’s zoning ordinance, which allows an unlimited number of related persons to live together while limiting to three the number of unrelated persons in single-family zones, is rationally related to the government’s interest in providing quiet neighborhoods. Accordingly, it does not offend the equal protection clause of either the Iowa Constitution or the United States Constitution.

AFFIRMED.

All justices concur except WIGGINS, HECHT, and APPEL, JJ., who dissent.

WIGGINS, Justice

(dissenting).

I respectfully dissent. I agree Ames Municipal Code section 29.201(62) does not violate the Equal Protection Clause of the United States Constitution. However, I disagree with the majority’s conclusion that the ordinance does not violate the equal protection clause of the Iowa Constitution.

The majority relies on Village of Belle Terre v. Boraas, 416 U.S. 1, 9, 94 S.Ct. 1536, 1541, 39 L.Ed.2d 797, 804 (1974), to validate Ames’s purpose behind legislating section 29.201(62). However, it is the exclusive prerogative of this court, not the United States Supreme Court, to determine the constitutionality of Iowa statutes challenged under the Iowa Constitution. Callender v. Skiles, 591 N.W.2d 182, 187 (Iowa 1999). “[T]his court’s independent application of the rational basis test might result in a dissimilar outcome from that reached by the Supreme Court in considering the federal constitutional claim.” Racing Ass’n of Cent. Iowa v. Fitzgerald, 675 N.W.2d 1, 6 (Iowa 2004). Even if the Iowa Constitution and the United States Constitution are similarly or identically phrased we can independently consider constitutional arguments and decline to follow United States Supreme Court precedent. Id. (citing William J. Brennan, Jr., State Constitutions and the Protection of Individual Rights, 90 Harv. L.Rev. 489, 500 (1977)). “This result is particularly possible in view of ‘the ill-defined parameters of the equal protection clause.’ ” Id. (quoting Miller v. Boone County Hosp., 394 N.W.2d 776, 781 (Iowa 1986)).

In analyzing an equal protection challenge under the Iowa Constitution we must first determine whether the Ames city council had a valid reason to treat related persons differently from unrelated persons in its zoning ordinance. Id. at 7. In doing so, we must not only ask whether the ordinance serves a legitimate government purpose, but also whether the claimed state interest is realistically conceivable. Id. Second, we must decide whether the city’s claimed reason has a basis in fact. Id. at 8. Lastly, we must consider whether the relationship between the classification, i.e., the differences between related and unrelated persons, and the purpose of the classification is so weak that the classification must be viewed as arbitrary. Id.

Under the Iowa Constitution we employ an overinclusive-underinclusive dichotomy analysis to determine whether legislation survives rational basis scrutiny. Compare id. at 10 (finding the legislative purpose behind a taxation provision cannot withstand rational basis review because of the extreme degrees of overinclusion and un-derinclusion), and Bierkamp v. Rogers, 293 N.W.2d 577, 584 (Iowa 1980) (finding a classification based on extreme degrees of overinelusion and underinclusion cannot pass rational basis review), with Vance v. Bradley, 440 U.S. 93, 108, 99 S.Ct. 939, 948, 59 L.Ed.2d 171, 183 (1979) (demonstrating the United States Supreme Court’s tolerance for laws that are overinclusive and underinclusive when conducting a rational basis review). If we find “a classification involves extreme degrees of overinclusion and underinclusion in relation to any particular goal,” then that provision fails rational basis review. Bierkamp, 293 N.W.2d at 584; see also Racing Ass’n of Cent. Iowa, 675 N.W.2d at 10. For reasons stated below, I find Ames’s zoning ordinance contains extreme degrees of overinclusion and underinclusion. Accordingly, the ordinance violates the equal protection clause of the Iowa Constitution.

As the majority states, Ames’s purpose in treating related persons differently from unrelated persons is to “ ‘promotfe] a sense of community, sanctity of the family, quiet and peaceful neighborhoods, low population, limited congestion of motor vehicles and controlled transiency.’ ” Although Ames has a legitimate purpose in promoting the quality and character of its neighborhoods, I cannot accept that distinguishing between related and unrelated persons in a zoning law is rationally related to the promotion of a sense of community, sanctity of the family, quiet and peaceful neighborhoods, low population, limited congestion of motor vehicles, and controlled transiency.

Ames contends these interests will be advanced if groups of more than three unrelated persons are not allowed to live in a home together. However, the record is devoid of any evidence or argument that a group of more than three related persons will portray different or desirable behavior or living patterns than a group of more than three unrelated persons.

I find the ordinance regulates where no regulation is needed and fails to regulate where regulation is needed. The ordinance is both overinclusive and underinclu-sive. Further, the degree to which this over- and under-inclusiveness is present is extreme because it is irrational to suppose the type of relationship persons residing in a home have to each other has any rational bearing on the character or behavior of those persons. See Charter Twp. of Delta v. Dinolfo, 419 Mich. 253, 351 N.W.2d 831, 841-42 (1984) (holding with regard to a similar housing provision “[a] greater example of over- and under-inclusiveness we cannot imagine”). This irrationality and the extreme over- and under-inclusiveness of the ordinance is easily illustrated by examining family and societal dynamics in the twenty-first century.

Families today, especially ones with teenagers, are just as likely as a group of unrelated persons to have numerous vehicles parked outside their home. In fact, in a college community like Ames, students, the unrelated persons most targeted by the ordinance, are more likely to rely on alternative means of transportation — public transportation, foot, or bicycle — than a vehicle. “Manifestly, restricting occupancy of single-family housing based generally on the biological or legal relationships between its inhabitants bears no reasonable relationship to the goals of reducing parking and traffic problems, controlling population density and preventing noise and disturbance.” McMinn v. Town of Oyster Bay, 66 N.Y.2d 544, 498 N.Y.S.2d 128, 488 N.E.2d 1240, 1243 (1985) (citing Moore v. City of East Cleveland, 431 U.S. 494, 499-500, 97 S.Ct. 1932, 1935-36, 52 L.Ed.2d 531, 537-38 (1977); City of Santa Barbara v. Adamson, 27 Cal.3d 123, 164 Cal.Rptr. 539, 610 P.2d 436, 441 (1980); State v. Baker, 81 N.J. 99, 405 A.2d 368, 373 (1979)).

Further, it is irrational to relate a peaceful neighborhood with a neighborhood populated solely by families, or three or less unrelated persons. As another court has articulated under a similar ordinance, “twenty male cousins could live together, motorcycles, noise, and all, while three unrelated clerics could not.” Charter Twp. of Delta, 351 N.W.2d at 841. Or, that an ordinance of this type would prohibit a group of four unrelated “ ‘widows, widowers, older spinsters or bachelors or even of judges’ from residing in a single unit within the municipality.” Baker, 405 A.2d at 371 (quoting Kirsch Holding Co. v. Borough of Manasquan, 59 N.J. 241, 281 A.2d 513, 517 (1971)).

This ordinance also has no rational relationship to population control. A family of any size can reside in a home in Ames, whereas only three unrelated persons can live together. The majority does not cite to any evidence that supports its conclusion that population “density will be lessened by the ordinance.” Instead, it seems to this dissenter that it is irrational and contradictory to find the ordinance, which allows one group to house an unlimited number of related persons, would in any way reduce the overall population density.

Further, it is irrational to suppose this ordinance promotes a quiet and peaceful neighborhood. This ordinance does not distinguish between a raucous family that plays loud music at their home, has large parties at their home, and houses more vehicles than persons living in their home, and a house of four single, quiet, homebodies whose only knowledge of wild parties and loud music comes from watching television. As another court summarizes, housing ordinances of this sort create an irrational discrepancy in treatment because a tenant-occupied house whose “residents happen to be the quiet, neat type who use bicycles as their means of transportation” are subject to the ordinance; “whereas the owner-occupied house is not subject to the ordinance, even though its residents happen to be of a loud, litter-prone, car-collecting sort.” Coll. Area Renters & Landlord Ass’n v. City of San Diego, 50 Cal.Rptr.2d 515, 521 (Ct.App.1996).

In today’s modern society families are more mobile, especially in a college community, where professors, visiting professors, graduate students, and administrators are frequently moving to new universities to continue or further their studies and careers. These university families come in and out of Ames, yet under this ordinance their transitory nature is not a factor. See City of Des Plaines v. Trottner, 34 Ill.2d 432, 216 N.E.2d 116, 119 (1966). The majority dismisses this fact and finds students or other unrelated persons are the only transitory or mobile residents in a university town.

Instead of promoting families, this ordinance disadvantages those most likely to live with roommates — the poor and the elderly. See Holy Name Hosp. v. Montroy, 153 N.J.Super. 181, 379 A.2d 299, 302 (1977). The ordinance distinguishes between acceptable and prohibited uses of property by reference to the type of relationship a person has with those they live with, not by the conduct of those that live in the residence.

Ames claims it is promoting a sense of community with this ordinance. But whose community is Ames promoting? Is Ames only interested in promoting traditional families or those who can afford to live in a home without roommates — the wealthy and the upper-middle class? It is irrational for a city to attempt to promote a sense of community by intruding into its citizens’ homes and differentiating, classifying, and eventually barring its citizens from the community solely based on the type of relationship a person has to the other persons residing in their home.

Although the majority may classify these examples of overinclusive and under-inclusive applications of the ordinance as extreme, they do so in the context of social norms as they existed thirty-three years ago when the Supreme Court decided Belle Terre. In that era the typical household consisted of a mother, a father, and children, with one breadwinner and one vehicle. In today’s society this is no longer the case. Today it is not unusual to see a group of unrelated single persons living together and sharing expenses. The simple fact is that in today’s modern society the overinclusive and underinclusive examples identified in this dissent and by other courts that have found similar ordinances unconstitutional are closer to the norms than to the extremes.

If Ames wants to regulate population it can do so by reference to floor space and facilities. Noise and conduct can be controlled with nuisance and criminal laws. Traffic and parking can be controlled by limiting the number of vehicles to all households or with off-street parking regulations. See Coll. Area Renters & Landlord Ass’n, 50 Cal.Rptr.2d at 521.

In sum, I find the ordinance does not reasonably and rationally further Ames’s stated legislative goal and is therefore unconstitutional under Iowa law.

HECHT and APPEL, JJ., join this dissent.

      . A two-family dwelling, i.e., a building that contains two dwelling units, each designed for separate and independent occupancy, is allowable in residential low-density zones if it preexisted the enactment of chapter 29. See Ames Mun.Code §§ 29.201(53), .701(2).

      . Excepted from this definition are "hotels, manufactured .homes, nursing homes, residential corrections facilities, rooming houses, sororities or fraternities, or supervised group homes.” Ames Mun.Code § 29.201(54).

      . Normally, a party may only assert his own rights. Krull v. Thermogas Co., 522 N.W.2d 607, 614 (Iowa 1994). However, there is an exception to this general rule where the challenger’s interest is as great as the persons whose rights are alleged to be violated. Id. Here, ARPA members have a legitimate interest in Ames's ordinance because they are being fined for violating the ordinance and presumably the ordinance makes the homes more difficult to rent. A direct economic injury through constriction of the market and imposition of sanctions is a sufficient injury to satisfy standing. Craig v. Boren, 429 U.S. 190, 194, 97 S.Ct. 451, 455, 50 L.Ed.2d 397, 405 (1976) (holding bar owner had standing to challenge state statute prohibiting males under the age of twenty-one from buying 3.2% beer while permitting the sale to women ages eighteen years and older because the bar owner incurred a "direct economic injury”). Thus, ARPA members have standing in representative capacity to raise the potential rights of unrelated persons affected by Ames's ordinance. Krull, 522 N.W.2d at 614; see also Sierra Club v. Morton, 405 U.S. 727, 739, 92 S.Ct. 1361, 1368, 31 L.Ed.2d 636, 645 (1972) (stating an organization whose members are injured may represent those members in a lawsuit).

      . The Beverly Hillbillies was a popular sitcom on CBS from 1962 through 1972. The show's main character was an Ozarks mountaineer who struck it rich upon the discovery of oil on his land. Thereafter, he moved to Beverly Hills with his mother-in-law, his daughter, and his nephew. High jinks ensued when the clan refused to conform to privileged society.

      . Offering examples of overinclusion and un-derinclusion, ARPA stated "a fifteen-member family could live in a tiny one-bedroom house with fifteen cars parked in the streets and driveways, while four unrelated people cannot live in a fifteen bedroom house with no cars at all.”

      . Many of the cases addressing similar ordinances involve college towns. See State v. Champoux, 5 Neb.App. 68, 555 N.W.2d 69 (1996) (Lincoln, Nebraska, home of the University of Nebraska); Town of Durham v. White Enters., Inc., 115 N.H. 645, 348 A.2d 706 (1975) (Durham, New Hampshire, home of the University of New Hampshire); City of Brookings v. Winker, 554 N.W.2d 827 (S.D.1996) (Brookings, South Dakota, home of South Dakota State University); Anderson v. Provo City Corp., 108 P.3d 701 (Utah 2005) (Provo, Utah, home of Brigham Young University).

        .See Jones v. Wildgen, 320 F.Supp.2d 1116, 1131-32 (D.Kan.2004) (holding statute prohibiting more than three unrelated persons from renting home in single-family zoning district does not violate the Equal Protection Clause of the United States Constitution); Rademan v. City & County of Denver, 186 Colo. 250, 526 P.2d 1325, 1327-28 (1974) (holding ordinance restricting certain areas of the city to single-family occupancy does not violate the Equal Protection or Due Process clauses of the Federal Constitution); Dinan, 595 A.2d at 871 (holding ordinance which allows any number of related persons to occupy a home and up to two roomers in addition to the family of an occupant does not violate the equal protection or due process clauses of the Connecticut Constitution); Hayward v. Gaston, 542 A.2d 760, 770 (Del.1988) (holding ordinance which prohibits more than four unrelated persons from living together in single-family residential zone does not violate the Equal Protection Clause of the Federal Constitution); Champoux, 555 N.W.2d at 74 (holding ordinance limiting to three the number of unrelated persons who may live together does not violate the due process clause of the Nebraska Constitution or the rights of association and privacy provided by the Federal Constitution); Town of Durham, 348 A.2d at 709 (holding ordinance which restricts the number of unrelatéd persons who may live in different classes of dwelling units based on habitable square footage is constitutional); City of Brookings, 554 N.W.2d at 831-32 (holding ordinance which prohibits more than three unrelated adults to occupy a dwelling unit does not violate either equal protection or due process clauses of the South Dakota Constitution); see also Anderson, 108 P.3d at 710 (holding zoning ordinance which allows property owners in some single-family zoning residential zones near university campus to rent accessory apartments (located in basement or upper floors) to up to four related or unrelated individuals on condition owner resides in primary dwelling does not violate owners' constitutional right to equal protection or right to travel, and is not an invalid restraint on alienation).

      . See Animal House (Universal Pictures 1978) (depicting the hilarious missteps and misdeeds of the Delta House fraternity members at Faber College). The City's definition of “family” specifically excludes "[a]ny society, club, fraternity, sorority, association, lodge, ... or like organization.” Ames Mun.Code § 29.20l(62)(e)(i)(a).

      . See City of Santa Barbara v. Adamson, 27 Cal.3d 123, 164 Cal.Rptr. 539, 610 P.2d 436, 442 (1980) (holding ordinance limiting to five the number of unrelated people who may live in single-family zones violates fundamental right to privacy under the California Constitution); College Area Renters & Landlord Ass’n v. City of San Diego, 50 Cal.Rptr.2d 515, 520 (Ct.App.1996) (holding zoning ordinance which limited the number of adult occupants of a rented one-family dwelling based on square footage of bedroom areas, the number ■ and size of bathrooms, and the amount of off-street parking violates the equal protection clause of the California Constitution because the ordinance makes an irrational distinction between tenant-occupants and owner-occupants); Charter Twp. of Delta v. Dinolfo, 419 Mich. 253, 351 N.W.2d 831, 841 (1984) (holding ordinance which limits the occupation of a single-family residence to two unrelated persons or any number of related persons violates the due process clause of the Michigan Constitution); State v. Baker, 81 N.J. 99, 405 A.2d 368, 369-70 (1979) (holding zoning ordinance which allows any number of related persons to live together in a single-family home or not more than four unrelated persons violates right to privacy and due process under the New Jersey Constitution because the distinction between related and unrelated persons does not bear a substantial relationship to the effectuation of the city's goal of preserving family character of neighborhood); McMinn v. Town of Oyster Bay, 66 N.Y.2d 544, 498 N.Y.S.2d 128, 488 N.E.2d 1240, 1243 (1985) (holding single-family zoning ordinance allowing any number of related per- • sons to live together or not more than two unrelated persons who both must be 62 years of age or older violates due process clause of the New York Constitution).


source: Caselaw Access Project

author: PAGE, Justice. ANDERSON, PAUL H., Justice HANSON, Justice

license: Public Domain

text:
    HOYT PROPERTIES, INC., et al., Respondents, v. PRODUCTION RESOURCE GROUP, L.L.C., et al., Appellants.
    No. A05-1293.
    Supreme Court of Minnesota.
    July 26, 2007.

      Thomas H. Boyd, Winthrop & Wein-stine, P.A., Minneapolis, MN, for Appellants.
    Randall L. Sarosdy, Akin, Gump, Strauss, Hauer & Feld, L.L.P., Austin, TX, Rex S. Heinke, Gia Kim, Los Angeles, CA, for Appellant Production Resource Group, L.L.C.
    George G. Eck, Andrew Holly, Dorsey & Whitney, L.L.P., Minneapolis, MN, for Respondents Hoyt Properties, Inc., and Hoyt/Winnetka, L.L.C.
    William M. Hart, Damon L. Highly, Meagher & Geer, P.L.L.P., Charles E. Lundberg, Bassford Remele, P.A., Minneapolis, MN, for Amicus Curiae Minnesota Defense Lawyers Association.
    Duane A. Lillehaug, Maring Williams Law Office, P.C., Detroit Lakes, MN, for Amicus Curiae Minnesota Trial Lawyers Association.
   OPINION

PAGE, Justice.

Appellants Production Resource Group, L.L.C. (PRG), Haas Multiples Environmental Marketing and Design, Inc., d/b/a Entolo-Minneapolis, and Entolo, Inc. (collectively, appellants), seek review of a court of appeals decision reversing the trial court’s decision partially dismissing on summary judgment a lawsuit brought by respondents Hoyt Properties, Inc., and Hoyt/Winnetka, L.L.C. (collectively, Hoyt). Hoyt alleged that a settlement agreement it signed with appellants, which included a release provision relieving PRG of any future liability, was invalid because the release provision in the agreement was induced by a material fraudulent misrepresentation. The district court concluded that the alleged misrepresentation was a legal opinion, not a representation of fact; the court of appeals reversed on grounds that the alleged misrepresentation both implied and directly asserted facts. We affirm the court of appeals and remand the case to the district court for further proceedings.

The record in this case shows the following. Steve Hoyt is an attorney who owns and operates Hoyt Properties, Inc., and Hoyt/Winnetka, L.L.C., two Minnesota corporations engaged in the real estate business. In 2001, the parties executed a multimillion dollar lease whereby Hoyt Properties leased office and warehouse space to Haas. Before Haas took possession of the leased space, Haas assigned the lease to its successor corporation, Entolo, and Hoyt Properties subsequently assigned the lease to Hoyt/Winnetka. Ento-lo eventually defaulted on the lease and Hoyt filed an unlawful detainer action. On the day of the eviction hearing, Hoyt and Entolo reached a settlement under which Hoyt agreed to allow Entolo to continue occupying a portion of the leased premises for about two months in exchange for payment of approximately $104,000 in rent. Hoyt retained the right to sue Entolo for the remaining unpaid balance due under the lease; however, at the request of appellants’ counsel, Hoyt agreed to a provision releasing Entolo’s parent corporation, PRG, and its other affiliates from liability, save for two circumstances not at issue here.

Steve Hoyt alleges that Hoyt agreed to the provision releasing PRG from liability because of representations made to him by PRG’s attorney on the day of the eviction hearing. Steve Hoyt asserts that when he learned of the request to release PRG, he inquired of PRG’s attorneys the reason for the provision releasing PRG. According to Steve Hoyt, he was told that PRG wanted the release because it did not want to be sued after the fact. At this point, Steve Hoyt alleges that one of PRG’s attorneys made the representations at issue in this case. According to Hoyt, upon learning that PRG was concerned about being sued after the fact, Steve Hoyt asked, “I don’t know of any reason how we could pierce the veil, do you?” Hoyt alleges that PRG’s attorney responded, “There isn’t anything. PRG and Entolo are totally separate.” Hoyt asserts that, relying on the statement made by PRG’s attorney, Steve Hoyt authorized the release provision as requested.

After signing the settlement agreement, Hoyt learned of a lawsuit brought by a third party against Entolo that alleged breach of contract by Entolo but sought to hold its parent company, PRG, liable by piercing the corporate veil. The complaint alleged, among other things, that Entolo failed to observe corporate formalities, was operated by PRG as a division rather than a separate corporation, and was undercapi-talized by PRG. Upon learning of this litigation, Hoyt filed suit against appellants, seeking to rescind the settlement agreement and to pierce the corporate veil to hold PRG liable for Entolo’s breach of the lease. Hoyt alleged in its complaint that the representations PRG’s attorney made to Steve Hoyt were false and that the attorney either knew or should have known that the representations were false.

In granting summary judgment to appellants, the district court found that the alleged representations at issue constituted a nonactionable legal opinion, that the alleged representations were not false, and that Hoyt failed to assert any facts demonstrating that any reliance on the alleged representations was reasonable. The court of appeals concluded that the alleged representations were actionable because they both implied facts and directly asserted facts. Hoyt Props. Inc., v. Prod. Res. Group, 716 N.W.2d 366, 373-74 (Minn.App.2006). The court of appeals also concluded that whether Hoyt reasonably relied on the representations was a genuine issue of material fact for trial, thus precluding summary judgment. Id. at 374-75. On appeal to this court, appellants challenge the court of appeals’ conclusion that the representations were actionable and the finding that Hoyt’s reliance raised a genuine issue of material fact for trial.

I.

Appellants first assert that the court of appeals erred in reversing the district court’s grant of summary judgment because the representations PRG’s attorney allegedly made expressed only the attorney’s legal opinion and therefore were not actionable. When reviewing a grant of summary judgment, we review the record to determine: “(1) whether there are any genuine issues of material fact for trial; and (2) whether the trial court erred in its application of the law.” See Nicollet Restoration, Inc. v. City of St. Paul, 533 N.W.2d 845, 847 (Minn.1995). We review the evidence in the light most favorable to the nonmoving party, id., in this case, Hoyt.

To make out a claim for fraudulent misrepresentation, the plaintiff must establish that:

(1) there was a false representation by a party of a past or existing material fact susceptible of knowledge; (2) made with knowledge of the falsity of the representation or made as of the party’s own knowledge without knowing whether it was true or false; (3) with the intention to induce another to act in reliance thereon; (4) that the representation caused the other party to act in reliance thereon; and (5) that the party suffered] pecuniary damage as a result of the reliance.

Specialized Tours, Inc. v. Hagen, 392 N.W.2d 520, 532 (Minn.1986). Appellants argue that the statements at issue do not amount to statements of past or present material fact as required under the first prong of our fraudulent misrepresentation standard.

As the court of appeals noted, abstract statements of law or pure legal opinions are not actionable; however, a mixed statement of law and fact may be actionable “if it amounts to an implied assertion that facts exist that justify the conclusion of law which is expressed” and the other party would ordinarily have no knowledge of the facts. Miller v. Osterlund, 154 Minn. 495, 496, 191 N.W. 919, 919 (1923). Our holding in Osterlund is consistent with the Restatement (Second) of Torts. A representation of law that is clearly a statement of opinion does not carry an implication of fact and is not actionable. See Restatement (Second) of Torts § 545 (1977). Thus, according to the Restatement, one who says, “ T think that my title to this land is good, but do not take my word for it; consult your own lawyer,’ ” cannot be reasonably understood as asserting any fact with respect to the title. Id. cmt. d. However, a legal statement in the form of an expression of opinion may still be actionable if it carries “with it by implication the assertion that the facts known to the maker are not incompatible with his opinion or that he does know facts that justify him in forming it.” Id. cmt. c. For example,

a statement that one mortgage has priority over another may imply an assertion that one was made before the other; and a statement that a corporation has the legal right to do business in a state may carry with it an assurance that it has as a matter of fact taken all of the steps necessary to be duly qualified.

Id.

In order to evaluate the statement at issue in this case, it is helpful to review the standard courts use to determine whether to pierce the corporate veil. A court may pierce the corporate veil to hold a shareholder liable for the debts of the corporation when the shareholder is the alter ego of the corporation. Victoria Elevator Co. v. Meriden Grain Co., 283 N.W.2d 509, 512 (Minn.1979). When using the alter ego theory to pierce the corporate veil, courts look to the “reality and not form, with how the corporation operated and the individual defendant’s relationship to that operation.” Id. (internal quotation marks omitted). Factors relevant to that inquiry include

insufficient capitalization for purposes of corporate undertaking, failure to observe corporate formalities, nonpayment of dividends, insolvency of debtor corporation at time of transaction in question, siphoning of funds by dominant shareholder, nonfunctioning of other officers and directors, absence of corporate records, and existence of corporation as merely facade for individual dealings.

Id.

Appellants assert that the representations PRG’s attorney allegedly made were statements of the attorney’s legal opinion only and thus were not actionable. Appellants argue that Steve Hoyt’s question, “I don’t know of any reason how we could pierce the veil, do you?,” solicited the view of PRG’s attorney regarding a legal claim, to which PRG’s attorney responded with the legal opinion “There isn’t anything.” As to the second part of the alleged representation, “PRG and Entolo are totally separate,” appellants argue that this was also a legal opinion, and that the word “separate” is a legal term of art that “does not describe a particular factual predicate in a piercing-the-veil case, but rather, a general legal conclusion that piercing is not warranted.” Hoyt asserts that the representation that “There isn’t anything” “implied that PRG’s and Entolo’s business operations justified [the attorney’s] conclusion that there was not ‘anything’ to a good-faith piercing claim” and that the representation that “PRG and Entolo are totally separate” was a direct factual statement bolstering the assertion that there were no facts supporting a veil-piercing claim. Hoyt further asserts that Steve Hoyt had no knowledge of the facts underlying PRG’s corporate relationship with Haas and Entolo.

Here, the question allegedly asked by Steve Hoyt was, “I don’t know of any reason how we could pierce the veil, do you?” Hoyt alleges that the response was “There isn’t anything.” When viewed in the light most favorable to Hoyt, as is required under the summary judgment standard, the representation “There isn’t anything” is a representation that no facts exist that would support a piercing claim against PRG—for example, no facts indicating that Entolo did not maintain corporate formalities. Even if we assume, as appellants argue, that the alleged statement made by PRG’s attorney was an expression of his legal opinion, that representation implies that the attorney was aware of facts supporting that opinion, namely, that there were no facts to support a claim to pierce the corporate veil. Because the representation was not an expression of pure legal opinion (for example, “I do not think someone could pierce the veil but I am not sure”), but rather a statement implying that facts existed that supported a legal opinion, we conclude that the representation is actionable. See Osterlund, 154 Minn, at 496, 191 N.W. at 919; Restatement (Second) of Torts § 545.

We conclude that the second alleged representation, “PRG and Entolo are totally separate,” is also actionable. Again viewed in the light most favorable to Hoyt, the second representation constitutes a direct factual assertion that the relationship between PRG and Entolo is such that no facts exist that would allow the corporate veil to be pierced; for example, that no facts existed that would demonstrate that Entolo was a facade for PRG’s own dealings. As such, it is the kind of representation that we have traditionally held to be actionable. See, e.g., Davis v. Re-Trac Mfg. Corp., 276 Minn. 116, 118, 149 N.W.2d 37, 39 (1967) (affirming a jury’s award of damages to a plaintiff who relied on a false representation of “past or existing material fact”).

II.

Having determined that the representations are actionable, we must next determine whether they create a genuine issue for trial. We have explained that, in order for the representation to be fraudulent, it must be “made with knowledge of the falsity of the representation or made as of the party’s own knowledge without knowing whether it was true or false.” Specialized Tours, 392 N.W.2d at 532. For the purposes of summary judgment, we must determine whether PRG’s attorney either: (1) knew of some facts that would support a piercing claim such that his representations to the effect that there were no facts supporting a piercing claim were knowingly false; or (2) made the representations without knowing whether there were facts that would support a piercing claim.

Appellants assert that the representations allegedly made by PRG’s attorney were not false, much less knowingly false. Hoyt alleges that they were known or should have been known to be false when made. At this stage of the proceedings, the record as to whether the representations were knowingly false when made consists solely of the parties’ assertions. Accordingly, the only way for the district court to have concluded that the representations were not knowingly false was to have weighed the evidence and assessed the credibility of the parties. Weighing the evidence and assessing credibility on summary judgment is error. Fairview Hosp. & Health Care Servs. v. St. Paul Fire & Marine Ins. Co., 535 N.W.2d 337, 341 (Minn.1995) (stating that “[i]t is axiomatic that on a summary judgment motion a court may not weigh the evidence”); Conroy v. Kleinman Realty Co., 288 Minn. 61, 66, 179 N.W.2d 162, 165-66 (1970) (stating that this court is “committed to the principle that the credibility of witnesses and the inferences fairly to be drawn therefrom are in the exclusive province of the trier of fact”). Absent evidence in the record establishing, as a matter of law, that the representations were not knowingly false when made, we conclude that there is a genuine issue of material fact for trial on that issue.

The record is sufficient for us to conclude that there are also genuine issues of material fact for trial as to whether PRG’s attorney made the representations at issue without knowing whether they were true or false. In his deposition, the attorney admitted that before he made the representations at issue he “knew what was contained in” the complaint brought by the third party. The complaint alleges a number of facts that, if true, would support the conclusion that PRG and Entolo did not maintain corporate formalities and that PRG would, therefore, be susceptible to a piercing claim. In his deposition, PRG’s attorney also admitted that when he made the alleged representations at issue he had not yet formed an opinion, one way or the other, about the facts alleged in the complaint. Given these admissions, a finder of fact could conclude that when PRG’s attorney responded to Steve Hoyt’s question he did not know whether his representations were true. As such, there is a genuine issue of material fact for trial as to whether he made the representations “without knowing whether [they were] true or false.” Specialized Tours, 392 N.W.2d at 532.

III.

Finally, we address the district court’s finding that “Hoyt’s reliance on opposing counsel’s remarks was unreasonable as a matter of law.” The court of appeals reviewed each of the factors relied on by the district court in making that finding and concluded that none of the factors demonstrated that Hoyt’s reliance was unreasonable as a matter of law. Hoyt, 716 N.W.2d at 374-75. As a result, the court of appeals remanded for trial on the question of the reasonableness of Steve Hoyt’s reliance. Id.

To prevail on a claim of fraudulent misrepresentation, the complaining party must set forth evidence demonstrating both actual and reasonable reliance. See Nicollet Restoration, 533 N.W.2d at 848 (explaining that court must find reasonable reliance in “any cause of action in which detrimental reliance is an element”). In defending a motion for summary judgment, the nonmoving party must come forward with some evidence demonstrating a genuine issue as to the actual reliance and the reasonableness of the reliance. Id. To establish actual reliance, Hoyt offered Steve Hoyt’s deposition testimony that he agreed to release PRG from liability because he relied on the representations PRG’s attorney made regarding piercing the corporate veil. On this record, Steve Hoyt’s testimony is sufficient to defeat summary judgment on the question of actual reliance.

Whether a party’s reliance is reasonable is ordinarily a fact question for the jury unless the record reflects a complete failure of proof. Id. Accordingly, to survive a motion for summary judgment, the nonmoving party must come forward with some facts supporting a conclusion of reasonable reliance. See id. We have held that a party can reasonably rely on a representation unless the falsity of the representation is known or obvious to the listener. Spiess v. Brandt, 230 Minn. 246, 253, 41 N.W.2d 561, 566 (1950). The listener is not under an obligation to conduct an investigation and thus may rely on the representation so long as it is not known by the listener to be false and is not obviously false. Id.

Here, Hoyt contends that its reliance was reasonable because the falsity of the representations made by PRG’s attorney was not known or obvious to Steve Hoyt. Appellants argue that the court of appeals’ conclusion that a reasonable jury could find Hoyt’s reliance was reasonable is flawed because it fails to consider the cumulative effect of Steve Hoyt’s legal training, business experience, and normal business practices. Appellants do not explain, however, why those three factors make Hoyt’s reliance unreasonable as a matter of law. Nor can we, without stepping into the role of the trier of fact and weighing the evidence, conclude that Hoyt’s reliance was unreasonable as a matter of law. While these factors might well, on this record, lead a trier of fact to conclude that Hoyt’s reliance was in fact unreasonable, that determination is properly one for the trier of fact. Therefore, we conclude, as did the court of appeals, that the district court erred when it found that Hoyt’s reliance was unreasonable as a matter of law.

Because we hold that Hoyt established genuine issues of material fact for trial as to the required elements of a fraudulent misrepresentation claim, we affirm the court of appeals’ decision and remand to the district court for further proceedings.

Affirmed.

MEYER, J., took no part in the consideration or decision of this case.

DISSENT

ANDERSON, PAUL H., Justice

(dissenting).

I respectfully dissent. I disagree with the majority’s conclusion that respondents Hoyt Properties, Inc., and Hoyt/Winnetka, L.L.C. (collectively, Hoyt Properties), established genuine issues of material fact for trial. On this record, Hoyt Properties failed to establish the required elements of fraudulent misrepresentation as a matter of law. Therefore, I would affirm the district court’s summary judgment ruling in favor of appellants Production Resource Group, L.L.C. (PRG), Haas Multiples Environmental Marketing and Design, Inc., d/b/a Entolo-Minneapolis, and Entolo, Inc.

In Minnesota, a claim of fraudulent misrepresentation requires that the plaintiff establish the following five elements:

(1) there was a false representation by a party of a past or existing material fact susceptible of knowledge; (2) made with knowledge of the falsity of the representation or made as of the party’s own knowledge without knowing whether it was true or false; (3) with the intention to induce another to act in reliance thereon; (4) that the representation caused the other party to act in reliance thereon; and (5) that the party suffer[ed] pecuniary damage as a result of the reliance.

Specialized Tours, Inc. v. Hagen, 392 N.W.2d 520, 532 (Minn.1986). Hoyt Properties filed a claim, alleging that an attorney representing PRG, Entolo’s parent company, committed fraudulent misrepresentation based on statements made by the attorney around the time Hoyt Properties and Entolo were negotiating a settlement agreement. According to Hoyt Properties, its representative Steve Hoyt spoke with PRG’s attorney after negotiations, and the attorney asked for a provision releasing PRG from liability. Steve Hoyt asserts that he asked PRG’s attorney, “Well, that would be piercing the veil. * * * I don’t know of any reason why [PRG] could be liable, do you?” Steve Hoyt further asserts that PRG’s attorney responded, “There isn’t anything. PRG and Entolo are totally separate.” Following this conversation, Hoyt Properties released PRG from any liability under the settlement agreement, excepting two circumstances not relevant here. In its complaint, Hoyt Properties alleges that Steve Hoyt authorized the release provision in the settlement agreement in reliance on PRG’s attorney’s statements.

PRG moved for summary judgment, in part, on the grounds that Hoyt Properties’ evidence of fraudulent misrepresentation was insufficient to establish a legal basis to rescind the settlement agreement. After briefing and a hearing, the district court granted summary judgment in favor of PRG. The district court concluded that the alleged representations by PRG’s attorney constituted a nonactionable legal opinion, that the alleged representations were not false, and that reliance on the alleged representations was unreasonable as a matter of law. The court of appeals reversed.

We review an appeal from summary judgment to determine whether there are any genuine issues of material fact and whether the district court erred in applying the law. Fin Ag, Inc. v. Hufnagle, Inc., 720 N.W.2d 579, 584 (Minn.2006). Because summary judgment was granted against Hoyt Properties, we view the evidence in the light most favorable to it. See id. Therefore, we assume the conversation between Steve Hoyt and PRG’s attorney took place, and we assume it took place as Steve Hoyt alleges.

The first and fourth elements of the fraudulent misrepresentation claim are at issue in this case. The first element is that “there was a false representation by a party of past or existing material fact susceptible of knowledge.” Specialized Tours, 392 N.W.2d at 532. Although pure legal opinions are not actionable in a fraudulent misrepresentation claim, a misrepresentation involving a matter of law may be actionable if it “amounts to an implied assertion that facts exist that justify the conclusion of law which is expressed.” Miller v. Osterlund, 154 Minn. 495, 496, 191 N.W. 919, 919 (1923).

Here, the legal opinion at issue is whether the relationship between PRG and En-tolo is sufficient to support a claim for piercing the corporate veil. The majority concludes that PRG’s attorney’s statements implied that no facts exist to support a veil-piercing claim. I have doubts that this conclusion is tenable as a matter of law.

In Minnesota, courts apply a two-pronged test to determine whether a claimant may pierce the corporate veil and hold a shareholder or different entity liable for the actions of a corporation. Barton v. Moore, 558 N.W.2d 746, 749 (Minn.1997). The first prong focuses on the relationship between the two entities, in this case, Entolo and PRG, to determine whether one has disregarded the other’s separate, corporate existence. See id. Courts may apply a variety of factors to make this determination. These factors include: sufficiency of capitalization, observance of corporate formalities, nonpayment of dividends, siphoning of funds by the dominant shareholder, nonfunctioning of directors and officers, absence of corporate records, and existence of the corporation as a fagade for individual dealings. Id. The second prong of a veil-piercing analysis requires the court to determine that “piercing the corporate veil is necessary to avoid injustice or fundamental unfairness.” Id. Therefore, before a court may allow a claimant to pierce the corporate veil, the court must (1) apply a variety of indeterminate factors in order to evaluate whether the relationship between the entities is sufficiently intertwined and (2), even if such a relationship exists, evaluate whether a veil-piercing claim is fair in the context of the specific case before the court. Both prongs require the court to make subjective determinations.

The first element of a claim for fraudulent misrepresentation is only met if the false factual representation by the party involves a “fact susceptible of knowledge.” Specialized Tours, 892 N.W.2d at 532. When this standard is applied to the facts in this case, it is difficult to see how PRG’s attorney’s representations can be actionable. First, in order for PRG’s attorney to imply facts that “[tjhere isn’t anything” to a veil-piercing claim, the attorney would have to imply a factual assertion that the second prong of the claim is met — that the claim is “necessary to avoid injustice or fundamental unfairness.” Because this is a subjective inquiry made by a court, it is not a “fact susceptible of knowledge,” and even if it was, it is unreasonable to conclude that PRG’s attorney falsely implied that a veil-piercing claim in this case would not meet this prong. In other words, if PRG’s attorney was to evaluate the claim and decide that it was viable, the attorney would have to conclude that it would be unjust and fundamentally unfair for the attorney’s client to escape liability. Those are not the type of conclusions we can expect, or even desire, a legal advocate to make, and they are generally not susceptible of the attorney’s knowledge.

The majority also accepts the characterization of PRG’s attorney’s statement that “PRG and Entolo are totally separate” as a “direct factual statement bolstering the assertion that there were no facts supporting a veil-piercing claim.” But because the two-prong test for piercing the corporate veil is a subjective test applied by the court, PRG’s attorney could not be in a position to. know (1) what facts any particular court or factfinder might find significant, and (2) which factors under the first prong the court might apply, since the enumerated factors in case law are not exhaustive. See Victoria Elevator Co. v. Meriden Grain Co., 283 N.W.2d 509, 512 (Minn.1979) (stating that factors significant to a veil-piercing claim “include” the listed factors but are not limited to those factors). Therefore, it is difficult to see how PRG’s attorney could as a matter of law represent that “no facts” exist to support a veil-piercing claim because a court could find a fact significant that no other court ever had in the past.

The majority finds support for its position in the Restatement (Second) of Torts. The majority argues that two illustrations provided by the Restatement lend support to its position that PRG’s attorney implied facts through expressing a legal opinion. The first illustration is that “a statement that one mortgage has priority over another may imply an assertion that one was made before the other.” Restatement (Second) of Torts § 545, cmt. c (1977). Whether a mortgage has priority over another mortgage has an objective basis in law. See Home Lumber Co. v. Kopfmann Homes, Inc., 535 N.W.2d 302, 304 (Minn.1995) (citing a specific statute that “establishes mortgage priority from the date of recording”). In other words, a party making the representation may state with complete confidence that one mortgage has priority over another, implying only that the said mortgage was filed and recorded on a date before the other mortgage. But in this case, PRG’s attorney cannot objectively know whether a veil-piercing claim is viable.

The majority cites a second illustration from the Restatement, demonstrating how a party may imply facts through expression of a legal opinion: “a statement that a corporation has the legal right to do business in a state may carry with it an assurance that it has as a matter of fact taken all of the steps necessary to be duly qualified.” Restatement (Second) of Torts § 545, cmt. c. Similar to the first illustration, there is an objective basis in law that determines whether a corporation has the legal right to do business in a state. See, e.g., Minn.Stat. § 302A.155 (2006) (“When the articles of incorporation have been filed with the secretary of state and the required fee has been paid to the secretary of state, it is presumed that * * * the corporation has been incorporated * * *.”). A corporation’s legal right to do business in a state is not determined by a court’s subjective analysis, like a claim for piercing the corporate veil. The two illustrations cited by the majority are legal opinions that may imply “fact[s] susceptible of knowledge” to a much greater extent than statements similar to those of PRG’s attorney. Therefore, it appears to me that Hoyt Properties has not established the first element of a fraudulent misrepresentation claim.

But even if the first element is actionable, I conclude that as a matter of law, Hoyt Properties cannot meet the fourth element of fraudulent misrepresentation: “that the representation caused the other party to act in reliance thereon.” See Specialized Tours, 392 N.W.2d at 532. I agree with the majority that such reliance must be reasonable, and that to survive a motion for summary judgment, the non-moving party, in this case, Hoyt Properties, must come forward with facts supporting a conclusion of reasonable reliance. See Nicollet Restoration, Inc. v. City of St. Paul, 533 N.W.2d 845, 848 (Minn.1995). The district court concluded that Hoyt Properties failed to set forth any evidence demonstrating that Steve Hoyt’s reliance was reasonable, and the majority does not cite any facts Hoyt Properties presented that made reliance reasonable. Yet the majority concludes that Hoyt Properties survives PRG’s summary judgment motion on this issue because a determination of whether reliance is reasonable is an issue for the trier of fact. The majority’s conclusion ignores Hoyt Properties’ burden of production, which is to create a genuine issue of material fact by presenting evidence sufficiently probative to permit reasonable persons to draw different conclusions. See DLH, Inc. v. Russ, 566 N.W.2d 60, 71 (Minn.1997).

My review of the record reveals little about the legal basis for Steve Hoyt’s reliance on PRG’s attorney’s statements. In his deposition, Steve Hoyt asserted that “at least in this city * * * I think lawyers are pretty forthright and honest.” He further stated, “I think when somebody asks a question, if the other person chooses to respond, * * * I think they have a duty to tell the truth. * * * [Wjhether that response is a legal opinion or whatever, I think it’s a duty to tell the truth or say nothing.”

We have concluded that in actions where a party attempts to rescind an agreement based on fraud, “the question is whether the representations were of such a character and were made under such circumstances that they were reasonably calculated to deceive, not the average man, but a person of the capacity and experience of the particular individual who was the recipient of the representations. Spiess v. Brandt, 230 Minn. 246, 254, 41 N.W.2d 561, 567 (1950) (emphasis added). The record before us reveals that the district court found the following facts with respect to Steve Hoyt:

• he is an attorney who practiced in the area of general business law;
• he is a sophisticated commercial businessman with significant experience, having formed 30 business entities in order to limit liability;
• he is a significant shareholder and board member of Real Estate Trust, a company worth over a billion dollars;
• he has testified as an expert regarding real estate matters;
• he has the legal and business experience necessary to understand the intricacies of corporations, corporate liability, and matters relating to piercing the corporate veil;
• he includes a standard clause in all of his leases stating “Consult Your Attorney: This document has been prepared for approval of your attorney”;
• he testified that he does not rely on the opinions of opposing counsel in business negotiations and regularly retains legal counsel to assist him in his own business practice;
• in this case, he was accompanied by counsel when settlement negotiations occurred before the agreement was signed;
• his counsel did not hear his alleged conversation with PRG’s attorney regarding veil-piercing; and
• he never discussed the alleged conversation with his counsel before granting PRG the release in the settlement agreement.

In light of Steve Hoyt’s extensive legal and business background, his documented practice of relying on his own legal counsel in his business practices, and his standard lease clause advising others to do the same, I conclude that on this record, Hoyt Properties fails to establish reasonable reliance on PRG’s attorney’s statements as a matter of law. Steve Hoyt’s bare assertions that “lawyers [in this city] are pretty forthright and honest” and “have a duty to tell the truth” are not legally sufficient to establish a genuine issue of material fact regarding reasonable reliance. Therefore, I conclude that Hoyt Properties cannot establish the fourth element of fraudulent misrepresentation.

Finally, I also share the policy concerns of amicus curiae Minnesota Defense Lawyers Association that the majority’s decision will have the adverse effect of discouraging settlement among parties, based on a lack of confidence in the enforceability of settlement agreements. Fewer settlement agreements could create further demands on the court system and also create additional risk and expense for parties in litigation. Further, I am concerned that what the majority has done with its opinion is to design a roadmap with a well-defined exit route for parties who experience remorse after entering into a settlement agreement.

For all the foregoing reasons, I would reverse the court of appeals and reinstate the district court’s summary judgment ruling in favor of appellants.

HANSON, Justice

(dissenting).

I join in the dissent of Justice Paul H. Anderson.

      . Appellants raise two additional issues in their brief: (1) whether the court of appeals erred in construing Hoyt's complaint as alleging a cause of action for total rescission of the settlement agreement; and (2) whether the district court abused its discretion in dismissing some of Hoyt's claims with prejudice. Those two issues were not raised in appellants' petition for review and are therefore beyond the scope of this appeal and will not be considered in this opinion. See Anderly v. City of Minneapolis, 552 N.W.2d 236, 239-40 (Minn.1996) (explaining that "this court may decline to hear an issue if it is not raised in either a petition for further review or a conditional petition for further review”).

      . I also note that Miller v. Osterlund, the case where we originally held that a misstatement of law is actionable "if it amounts to an implied assertion that facts exist that justify the conclusion of law which is expressed,” provides support for the distinction drawn above, Osterlund concerned a factual context where the defendant alleged that a business entity falsely represented that the entity had legal authority to conduct business in Minnesota. 154 Minn, at 495-96, 191 N.W. at 919. Unlike the case, before us, Osterlund involved a legal opinion that had an objective basis in law and implied facts susceptible of knowledge. See id. at 497, 191 N.W. at 919 ("To say of a foreign insurance company that it has the right to write insurance in Minnesota, conveys the meaning to the average man that the company has complied with the well-known requirements of our laws, and has received the Insurance Commissioner’s license or authority to transact insurance business here.”).

      . The majority also cites Spiess, 230 Minn, at 253, 41 N.W.2d at 566, as support for its proposition that "a party can reasonably rely on a representation unless the falsity of the representation is known or obvious to the listener.” In light of Steve Hoyt’s legal and business experience, and the legal standard for a veil-piercing claim, I would conclude that it should have been obvious to Hoyt that PRG’s attorney could not have known whether a veil-piercing claim was viable.


author: ANDERSON, G. BARRY, Justice. ANDERSON, PAUL H., Justice PAGE, Justice

text:
    IRONGATE ENTERPRISES, INC., Relator, v. COUNTY OF ST. LOUIS, Respondent.
    No. A06-1193.
    Supreme Court of Minnesota.
    Aug. 2, 2007.

      Thomas R. Wilhelmy, Judy S. Engel, Fredrikson & Byron, P.A., Minneapolis, MN, for Relator.
    Barbara A. Russ, Timothy O. Lee, St. Louis County Attorney’s Office, Duluth, MN, for Respondent.
   OPINION

ANDERSON, G. BARRY, Justice.

Relator Irongate Enterprises, Inc., filed a petition challenging the St. Louis County Assessor’s January 2004 valuation of the Irongate Mall, in Hibbing, Minnesota. Respondent County of St. Louis (the county) filed a motion,to dismiss the petition, alleging that Irongate failed to comply with Minn.Stat. § 278.05, subd. 6(a) (2006). The tax court granted the county’s motion to dismiss and denied Irongate’s subsequent motion for reconsideration. Iron-gate filed a writ of certiorari with our court. We affirm.

In January 2005, Irongate filed a petition contesting the county’s January 2004 valuation assessed against its property located in Hibbing, known as the Irongate Mall. Irongate claimed that the property was unfairly and unequally assessed when compared to estimated market values and resulting tax assessments for properties of similar classes and locales. Under the so-called 60-day rule, petitioners challenging a county’s valuation of property for tax assessment purposes must provide statutorily enumerated information about the property to the county assessor no later than 60 days after the statutory filing deadline. Minn.Stat. § 278.05, subd. 6(a). The consequence for failing to meet the statutory deadline, with limited exceptions, is dismissal of the petition. Id. Irongate’s filing deadline appeared to be April 30, 2005. On June 28, before the 60 day deadline expired, Irongate provided only income statements and rent rolls for the subject property.

On August 17, 2005, the county requested additional documents from Irongate, including copies of the leases for space in the subject property from January 1, 2000, through the date documents were requested. Irongate objected to the request for leases, stating that the request was overly broad and unduly burdensome but that the leases were available for the county’s inspection at offices in Los Angeles, California, where the leases were “ordinarily kept in the usual course of business.” Irongate also attached a lease abstract to its response to the county’s request for document production, which contained the lease information that Irongate determined was relevant to these proceedings.

On December 19, 2005, the county filed a motion to dismiss Irongate’s petition for failure to provide the county with copies of the leases, alleging a violation of the 60-day rule. The tax court granted the county’s motion, stating that “compliance with the 60 Day Rule requires production of any and all information available to a petitioner seeking to reduce the assessed value of its property” and concluding that Iron-gate’s failure to produce the leases resulted in dismissal of its petition under the 60-day rule. Irongate Enters., Inc. v. County of St. Louis (Irongate I), No. C7-05-600160, 2006 WL 1141191, at *3 (Minn.T.C. Apr. 28, 2006).

Irongate filed a motion for reconsideration of the tax court’s order, arguing that all of the income and expense information contained in the leases was also contained in the income statements and rent rolls produced by Irongate. Irongate also argued that the tax court erred in concluding that leases containing income and expense information must be produced under the 60-day rule and such an interpretation renders the rule unconstitutionally vague. Finally, Irongate argued that the tax court confused compliance with the 60-day rule with a discovery dispute between parties because the county did not request the leases until after the 60-day rule had expired. The tax court denied Irongate’s motion for reconsideration, concluding that production of the leases was required under the 60-day rule in this case, in addition to the income statements and rent rolls, and that requiring production of the leases did not render the 60-day rule unconstitutionally vague. Irongate Enters., Inc. v. County of St. Louis (Irongate II), No. C7-05-600160, 2006 WL 2506187, at *3 (Minn.T.C. Aug. 25, 2006). Irongate filed a petition for a writ of certiorari to our court, and we address each issue Irongate argued in its motion for reconsideration.

We may review tax court decisions that allegedly fail to conform to law. Minn. Stat. § 271.10, subd. 1 (2006). We review legal issues de novo. BFW Co. v. County of Ramsey, 566 N.W.2d 702, 704 (Minn.1997). Here, the parties do not dispute the facts and agree that only legal issues remain.

I.

Irongate first argues that the tax court erred in concluding that under Minn.Stat. § 278.05, subd. 6(a), Irongate’s failure to provide its leases with mall tenants to the county warranted dismissal of its petition. We review construction of a statute de novo. Lietz v. N. States Power Co., 718 N.W.2d 865, 869 (Minn.2006). When a statute is unambiguous, the clear language of the statute shall not be disregarded to pursue the spirit of the law. Minn.Stat. § 645.16 (2006). “The object of all interpretation and construction of laws is to ascertain and effectuate the intention of the legislature.” Id.

A property owner may challenge a county’s assessment of its property if the owner believes that the property has been unfairly assessed in comparison with other property or has been assessed at a valuation greater than its actual value. Minn. Stat. § 278.01, subd. 1(a) (2006). If an owner files a petition to challenge a county’s valuation, Minn.Stat. § 278.05, subd. 6(a), known as the 60-day rule, provides:

Information, including income and expense figures, verified net rentable areas, and anticipated income and expenses, for income-producing property must be provided to the county assessor no later than 60 days after the applicable filing deadline contained in section 278.01, subdivision 1 or 4. Failure to provide the information required in this paragraph shall result in the dismissal of the petition, unless (1) the failure to provide it was due to the unavailability of the evidence at the time that the information was due, or (2) the petitioner was not aware of or informed of the requirement to provide the information.

Irongate argues that under the plain language of the 60-day rule, it produced all of the required information to the county, noting that the language of the statute does not require production of leases. Although the 60-day rule does not explicitly mention “leases,” the enumerated disclosures are preceded by the word “including,” which suggests that those disclosures are not the complete list of “information” contemplated. If the legislature had intended that under the 60-day rule a petitioner was only to provide “income and expense figures, verified net rentable areas, and anticipated income and expenses,” then the words “[information, including” would be superfluous. See Minn.Stat. § 645.17 (2006) (“[T]he legislature intends the entire statute to be effective and certain.”).

But Irongate argues that the legislature did not believe that leases were included under the 60-day rule disclosures, based on a 1991 amendment to the Minnesota Government Data Practices Act, specifically Minn.Stat. § 13.51, subd. 2 (1990), concerning income property assessment data. As enacted in 1981, subdivision 2 classifies types of enumerated data collected from individuals or business entities as nonpublic, including: “(a) Detailed income and expense figures * ⅜ ⅜; (c) Verified net rentable areas * * *; (d) Anticipated income and expenses * * *.” Act of May 29, 1981, ch. 311, § 30, subd. 2, 1981 Minn. Laws 1427, 1438. In 1991, the legislature amended subdivision 2, adding “(f) lease information” to the nonpublic income property assessment data. Act of May 31, 1991, ch. 291, art. I, § 1, 1991 Minn. Laws 1361,1364.

Irongate contends that because the original enactment did not include “lease information” and the legislature added the language in 1991, those same terms in the 60-day rule cannot encompass leases; if the legislature believed leases were encompassed by “income and expense figures,” “verified net rentable areas,” and “anticipated income and expenses,” there would have been no need to amend section 13.51, subd. 2, to include lease information. This line of argument ignores that the enumerated data in section 13.51, subd. 2, is a complete list of all nonpublic property assessment data, while the information described in the 60-day rule is only a partial list, and the rule is intended to be broader than what is enumerated, as indicated by the preceding word “including.” Further, Irongate’s argument fails to consider that information in leases may also be relevant to the categories of information described in the 60-day rule, including income and expense figures, as discussed below.

Irongate maintains that its disclosed income statements and rent rolls provided the required information under the three enumerated categories in the 60-day rule, and consequently, there was no reason to provide leases, which contain identical and therefore duplicative information. But the county argues that lease provisions contain additional relevant income and expense information. Specifically, the county asserts that leases typically contain information relevant to the income approach of real estate appraisal, information which was not contained in the incomes statements and rent rolls provided by Irongate. We agree with the county.

We recently addressed the income model of real estate appraisal in Kmart Corp. v. County of Stearns, 710 N.W.2d 761 (Minn.2006). In that case, a petitioner/lessee challenged Stearns County’s property valuation under Minn.Stat. § 278 and timely provided the county a copy of its lease. Id. at 763-64. The lease required the petitioner to pay certain enumerated real estate expenses. Id. at 764. The tax court dismissed the petition because the petitioner failed to provide the county with statements establishing amounts actually spent on real estate expenses by the petitioner. Id.

We affirmed the tax court, concluding that the petitioner must provide real estate expense information under the 60-day rule, regardless of whether those expenses are paid by the tenant or owner. Id. at 765. We held that tenant-paid real estate expenses are relevant and useful to the appraisal process, and in particular, lease expense information is relevant to the income model of property tax appraisal. Id. at 766. We noted that both the professional literature and the Stearns County appraisal expert concluded that the income model requires information found in leases, specifically the allocation of expenses between owners and tenants. Id. at 766-67. Here, the county submitted an affidavit from Mel Hintz, the St. Louis County Assessor, who reaches a similar conclusion and states that the lease abstracts produced by Irongate are insufficient for valuing the subject property under the income approach.

Irongate neither offers evidence to dispute Hintz’s affidavit nor objects to its reasoning but instead argues that “the 60 Day Rule is not and never was designed to provide an assessor with every document he or she might determine necessary to complete a formal appraisal report.” We have stated that the 60-day rule “clearly requires the petitioner to provide all information to which the petitioner has access, even if that information might not allow the county assessor to reach a final conclusion regarding the property’s value.” BFW Co., 566 N.W.2d at 705. In Stearns, we affirmed this “broad standard of relevancy,” stating that without the information required by the 60-day rule, “ ‘the assessor could not begin the valuation process.’ ” 710 N.W.2d at 766 (quoting Kmart Corp. v. County of Becker, 639 N.W.2d 856, 861 (Minn.2002)).

We agree with Irongate to the extent that a petitioner challenging a property valuation cannot anticipate every document that the assessor might find necessary to complete an appraisal. We recognize the harsh nature of the remedy imposed by Minn.Stat. § 278.05, subd. 6(a), when a petitioner fails to provide sufficient information. But that remedy was enacted by the legislature, and any disagreement with the policy underlying that decision or the rule should be directed to the legislature.

Nevertheless, our broad relevancy standard, at the very least, contemplates that petitioners provide all information in the possession of petitioners bearing on the income and expenses attributable to the property, in addition to the other two enumerated categories of information in the 60-day rule. See also BFW, 566 N.W.2d at 705 (stating that the petitioner “bears the burden of providing evidence that refutes the original valuation”). Because leases provide information bearing on income and expense data, Irongate could reasonably anticipate providing leases under the 60-day rule. We may encounter a scenario in the future where a petition is dismissed because a petitioner failed to provide information that could not have reasonably been foreseen as a requirement under the 60-day rule, but this is not that case. We hold that the tax court did not err by granting the county’s motion to dismiss Irongate’s petition.

II.

Irongate next argues that the tax court’s interpretation of the 60-day rule in this case renders the statute unconstitutionally vague because a petitioner cannot anticipate what information must necessarily be disclosed to comply with the rule. Our review of a challenge to the constitutionality of a statute is de novo. ILHC of Eagan, LLC v. County of Dakota, 693 N.W.2d 412, 421 (Minn.2005). We “presume statutes to be constitutional and exercise the power to declare a statute unconstitutional ‘with extreme caution and only when absolutely necessary.’ ” Id. (quoting In re Haggerty, 448 N.W.2d 363, 364 (Minn.1989)). The party challenging a statute’s constitutionality bears the burden of establishing that the statute is unconstitutional beyond a reasonable doubt. Westling v. County of Mille Lacs, 581 N.W.2d 815, 819 (Minn.1998).

A statute may be so vague that it violates due process. See Minn. League of Credit Unions v. Minn. Dep’t of Commerce, 486 N.W.2d 399, 404 (Minn.1992). A statute is impermissibly vague when people of common intelligence must guess at its meaning. Broadrick v. Oklahoma, 413 U.S. 601, 607, 93 S.Ct. 2908, 37 L.Ed.2d 830 (1973); Geiger v. City of Eagan, 618 F.2d 26, 28 (8th Cir.1980). A statute is not unconstitutionally vague where the words are commonly understood, are judicially defined, or have a settled meaning in law. Invention Mktg., Inc. v. Spannaus, 279 N.W.2d 74, 80 (Minn.1979).

Irongate argues that under the tax court’s interpretation of the 60-day rule in this case, the information a petitioner is required to produce is not limited to the three enumerated statutory categories but instead construes “information” to mean “any and all information available to a petitioner that any assessor might one day claim to be useful to an appraisal or relevant to the determination of the market value of an income-producing property.” Irongate asserts that “[a] requirement that everything related to the ownership, operation and leasing of a shopping center must be provided is meaningless, and unachievable and therefore hopelessly vague and ambiguous.”

Irongate overstates the standard of compliance to which it was held under the 60-day rule. The tax court did articulate a broad standard in its order granting the county’s motion to dismiss, stating that “the 60 Day Rule requires production of any and all information available to a petitioner seeking to reduce the assessed value of its property.” Irongate I, 2006 WL 1141191, at *3. But the only issue here is the production of leases, and earlier in its order, the court more narrowly stated that “a lease containing income and expense information is required under the 60 Day Rule” and concluded that Irongate failed to comply with the 60-day rule because it did not produce copies of leases. Id. at *2-3 (emphasis added).

More importantly, as discussed, we have further defined the production requirement in the 60-day rule, most recently in Steams, where we stated that petitioners must produce tenant-paid real estate expense information. 710 N.W.2d at 766. Expense information is one of the enumerated production requirements provided for in Minn.Stat. § 278.05, subd. 6(a). Because the leases at issue here contain information about the allocation of expenses between the owner and store tenants, the plain language of the 60-day rule and our interpretation of that rule required Iron-gate to produce the leases. Therefore, the statute is not unconstitutionally vague, and Irongate failed to carry its burden of proving that the statute is unconstitutional beyond a reasonable doubt.

We acknowledge that a county might argue for dismissal of a petition under the 60-day rule because the property owner failed to timely produce obscure documents or failed to respond to an over-broad document production request. But that is not the issue facing this court; here, Irongate failed to produce key documents (leases), which bear directly on the ability of the property to produce income and, in turn, are directly related to the value of the property. With few exceptions, “a person to whom a statute may constitutionally be applied will not be heard to challenge a statute on the ground that it may conceivably be applied unconstitutionally to others.” Broadrick, 413 U.S. at 610-11, 93 S.Ct. 2908 (noting that exceptions to this rule include the First Amendment area and where non-parties to a lawsuit stand to lose by its outcome and have no way of preserving their rights); see also Gonzales v. Carhart, — U.S. —, 127 S.Ct. 1610, 1639, 167 L.Ed.2d 480 (2007) (“It is neither our obligation nor within our traditional institutional role to resolve questions of constitutionality with respect to each potential situation that might develop.”).

We hold that the tax court’s interpretation of Minn.Stat. § 278.05, subd. 6, did not render the statute unconstitutionally vague.

Affirmed.

Dissenting, ANDERSON, PAUL H., and PAGE, JJ.

ANDERSON, PAUL H., Justice

(dissenting).

I respectfully dissent.

At one time, I labored under the impression that I would soon be able to gracefully acquiesce to our court’s jurisprudence with respect to the interpretation of Minn.Stat. § 278.05, subd. 6(a) (2006) — commonly known as the 60-day rule. Unfortunately, the case before us today does not present such an opportunity. The majority’s potentially limitless interpretation of the word including essentially turns disclosure procedures for a real property owner into a guessing game in which the end result will all too often be an “I gotcha” that ends in summary dismissal. The majority articulates a rule that is at best, too vague, and at worst, without limits. Based on today’s decision, my best advice to property owners who wish to contest their property tax assessment is to crank up the copy machine and provide absolutely everything they have within 60 days.

In the case before us, Irongate provided the county with income statements and rent records for the subject property within the 60-day time frame. Approximately six weeks later, the county asked for additional information including leases for the subject property. Irongate disputed the county’s need for this information and asserted that all of the income expense information contained in the leases, and required by the statute, was contained in the income and expense rolls already provided to the county. Irongate did, however, provide a lease abstract which it asserts contained all of the lease Information relevant to the tax proceedings. It was only after this dispute over the delivery of the leases arose, that the county, six months after the deadline expired and four months after its request for the leases, filed its motion to dismiss Irongate’s petition for failure to comply with the 60-day rule. The record does not provide us with information as to the relative equities of this discovery dispute, but in essence that is what it is — a run-of-the-mill discovery dispute.

The majority’s holding turns ordinary discovery disputes into nearly sure-fire grounds for counties to obtain summary dismissal of petitions challenging real property valuations. I do not believe that this is the intended result of the statute. I would reverse the decision of the Minnesota Tax Court and permit this case to go forward on its merits pending resolution of any further discovery disputes.

I respectfully dissent.

PAGE, Justice

(dissenting).

I join in the dissent of Justice Paul H. Anderson.

      . There is no dispute that Irongate's property is income-producing, and Irongate does not assert that either of the two exceptions provided in subdivision 6(a) applies here.

      . Hintz also states that leases are necessary in order to identify sources of income, expense caps or stops, details on expense recoveries, noncompete clauses, and renewal options, all of which may affect a property's valuation under the income approach.

      . Irongate has brought to our attention that Hennepin County uses a checklist identifying information petitioners must provide to Hen-nepin County in connection with the 60-day rule. The salutary effect of such a procedure is that it allows the county and petitioners to identify document production disputes before the 60-day rule expires.

      . While we share the dissent’s concern that the 60-day rule may invite a broad interpretation that could lead property owners into a "guessing game” regarding what must be disclosed, as discussed above, the plain language of the Minn.Stat. § 278.05, subd. 6(a), and our precedent in Steams directs our decision in this case. The dissent also asserts that the record in this case "does not provide us with information as to the relative equities of this discovery dispute, but in essence that is what it is — a run-of-the-mill discovery dispute.” Here, Irongate did not dispute the county's right to review the leases, but rather than simply and routinely providing copies of the leases to the county, a request Irongate objected to as "unduly burdensome,” Irongate instead made the leases "available” by inviting the county's representatives to travel to Los Angeles, California, to "inspect [ ]” the leases. We need not delve into the equities of the discovery controversy to resolve this case, but the position taken by Irongate hardly makes this a "run-of-the-mill discovery dispute.” While legislative attention to the broad language of the 60-day rule is certainly wise, the implications of our decision today, which essentially turns on the failure of the property owner to turn over to the county copies of leases, is much more limited than the dissent suggests.

      . Steams was decided after Irongate's production deadline had expired, but in that case, we declined to apply the purely prospective ruling doctrine. 710 N.W.2d at 771. Therefore, our decision in Steams serves as precedent for our resolution of this case.

      . We note that in 2003, the legislature added a clause to Minn.Stat. § 278.05, subd. 6, which grants a petitioner who failed to provide required information under the 60-day rule an extra 30 days to meet the rule’s requirements if "the petitioner was not aware of or informed of the requirement to provide the information." Act of May 25, 2003, ch. 127, art. 2, § 19, 2003 Minn. Laws 731, 776. Because Irongate does not argue that this provision applies in this case, we do not decide whether the provision applies where a petitioner argues that it did not know the 60-day rule required production of certain documents, or whether the provision only pertains to petitioners with no knowledge of the 60-day rule.

      . Irongate also argues that a motion to dismiss under Minn.Stat. § 278.05, subd. 6(a), was an improper method for the county to challenge Irongate’s failure to produce lease documents because the county requested production of the leases through a formal discovery request. Irongate asserts that the county's discovery request constitutes an admission by the county that discovery was the proper method to address Irongate's failure to provide the leases. But Irongate cites no legal authority for the proposition that the county was precluded from filing a motion to dismiss under section 278.05, subd. 6(a), because it had previously requested production of the leases. In the absence of such authority, the county was statutorily entitled to proceed in the manner it chose in this case.