Ngiendo v. Young Men's Christian Association of the North

Filing 47

ORDER denying in part and denying as moot in part 30 Motion for Leave to Amend Complaint and Drop YMCA of the North as a Party and 32 Motion to Amend Pleadings. Signed by Magistrate Judge John F. Docherty on 3/7/2025. (Written Opinion) (ALM)

UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA
QUINN NGIENDO,

Case No. 24-cv-2454 (JRT/JFD)
Plaintiff,
ORDER

v.
YOUNG MEN’S CHRISTIAN
ASSOCIATION OF THE USA,
Defendant.

This matter is before the Court on Plaintiff Quinn Ngiendo’s Motion for Leave to
Amend Complaint and Drop YMCA of the North as a Party (Dkt. No. 30) and Motion to
Amend Pleadings (Dkt. No. 32). Given the overlapping nature of these motions, the Court
will address them together. The Court denies both of Plaintiff’s motions as futile as they
relate to amending the complaint and as moot as they relate to dropping Young Men
Christian Association of the North as a party.
I.

Relevant Background and Proposed Amendments
These motions arise from a dispute between Ms. Quinn Ngiendo, Young Men

Christian Association of the North (“YMCA-N”), and Young Men’s Christian Association
of the USA (“YMCA-USA”). On October 2, 2024, Ms. Ngiendo filed her First Amended
Complaint against YMCA-N and YMCA-USA. (Dkt. No. 10.) This pleading alleged eight
claims against the Defendants: false advertisement, nuisance, racial discrimination,
retaliation, intentional infliction of emotional distress, due process violations, equal
protection violations, and breach of implied contract. (First Am. Compl. 29–34.) Pursuant
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to a stipulation between the parties, YMCA-N was dismissed from the case on December
19, 2024. (Dkt. Nos. 21, 28.) On January 3, 2025, Ms. Ngiendo filed the motions now under
advisement: a Motion for Leave to Amend Complaint and Drop YMCA of the North as a
Party and a Motion to Amend Pleadings. (Dkt. Nos. 30, 32.)
The Proposed Amended Complaint alleges nine claims against YMCA-USA: unjust
enrichment, breach of an implied warranty, breach of contract, intentional infliction of
emotional harm, deprivation of the right to own property, failure to provide safe premises,
false advertisement, invasion of privacy, and aggravated personal injury. (Proposed Am.
Compl. at 8–13, Dkt. No. 35.) In relevant part, the Proposed Amended Complaint alleges
that Ms. Ngiendo had a membership with YMCA-N. (Id. at 1, 4.) She does not allege she
had a membership with YMCA-USA. (See id.) Ms. Ngiendo alleges YMCA-N employees
treated her differently because of her race, including watching her while she exercised. (Id.
at 6–9.) Additionally, Ms. Ngiendo alleges someone broke into her locker at a YMCA-N
gym and stole her belongings. (Id. at 6.) She alleges this was the work of YMCA-N
employees to both intimidate her into not returning and retaliate against her for reporting
racial discrimination at their gyms. (Id. at 5–6.) She does not allege, however, that YMCAUSA had either knowledge of or control over the incidents at the YMCA-N facilities. The
only connection between these events and YMCA-USA is the allegation that the YMCAN employee who sold her a membership has the same last name as the president of the
YMCA-USA. (See id. at 1.)

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II.

Legal Standards
To amend pleadings, parties need either consent from the opposing party or

permission from the court. Fed. R. Civ. P. 15(a)(2). Courts should be generous in granting
permission, but they may deny permission to amend a pleading when the amendment
would be futile or the issues in it are moot. Cornelia I. Crowell GST Tr. v. Possis Med.,
Inc., 519 F.3d 778, 781–82 (8th Cir. 2008); Wilson v. Miller, 86 F. Supp. 3d 1027, 1036
(D. Minn. 2015), aff’d, 821 F.3d 963 (8th Cir. 2016).
A.

Futility

When a proposed amendment would not survive a motion to dismiss for failure to
state a claim under Federal Rule of Civil Procedure 12(b)(6), the amendment is futile, and
a court may deny permission to amend the pleading. Cornelia I. Crowell GST Tr., 519 F.3d
at 782. To determine if a complaint properly states a claim, courts assume all alleged facts
are true and make “all reasonable inferences in favor of the nonmoving party.” Gorog v.
Best Buy Co., Inc., 760 F.3d 787, 792 (8th Cir. 2014) (quotation omitted). The court must
be able to reasonably infer the defendant’s liability for the alleged misconduct based solely
on the facts alleged in the complaint. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citing
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 556 (2007)). The alleged facts do not need to
establish a complete account of what happened, but they must create the basis for a nonspeculative claim for relief. Twombly, 550 U.S. at 555. Courts do not consider “labels and
conclusions” in the complaint in making this determination. Id.; Frey v. City of
Herculaneum, 44 F.3d 667, 672 (8th Cir. 1995) (ruling complaint inadequate where it gave
“no idea what acts the individual defendants are accused of that could result in liability”).
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B.

Mootness

An issue is moot when the parties no longer have a legally recognized interest in its
outcome. Already, LLC v. Nike, Inc., 568 U.S. 85, 91 (2013). Parties do not have a legally
recognized interest in an issue’s outcome when “changed circumstances already provide
the requested relief and eliminate the need for court action.” Hillesheim v. Holiday
Stationstores, Inc., 903 F.3d 786, 791 (8th Cir. 2018) (quoting McCarthy v. Ozark Sch.
Dist., 359 F.3d 1029, 1035 (8th Cir. 2004)).
III.

Discussion
In reviewing the facts, courts must liberally construe pro se complaints. Topchian

v. JPMorgan Chase Bank, N.A., 760 F.3d 843, 849 (8th Cir. 2014). Liberal construction
means, “if the essence of an allegation is discernible . . . then the district court should
construe the complaint in a way that permits the layperson’s claim to be considered within
the proper legal framework.” Id. (quoting Stone v. Harry, 364 F.3d 912, 915 (8th Cir.
2004)). Still, the complaint must allege specific facts that support a plaintiff’s claims.
Martin v. Sargent, 780 F.2d 1334, 1337 (8th Cir. 1985); see Iqbal, 556 U.S. at 678;
Twombly, 550 U.S. at 555. This Court will therefore liberally construe Ms. Ngiendo’s
Proposed Amended Complaint in applying the standards for futility and mootness.
A.

Ms. Ngiendo’s Proposed Amendments to the Complaint are Futile.

YMCA-USA opposes Ms. Ngiendo’s amendments, arguing she has not alleged
enough facts to find YMCA-USA liable for directly or indirectly committing the alleged
acts against her. (Def.’s Mem. Opp’n Mot. Amend. at 2–5, Dkt. No. 38.) Viewing the
allegations in the Proposed Amended Complaint in the light most favorable to Ms.
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Ngiendo, the Court agrees with YMCA-USA. This Court will address Ms. Ngiendo’s
claims in turn.
1.

Unjust Enrichment

Unjust enrichment requires a plaintiff to show the defendant (1) had an implied
contract with the plaintiff, (2) knowingly received something of value from the plaintiff,
and (3) should, as a result, compensate the plaintiff. Ventura v. Kyle, 825 F.3d 876, 887
(8th Cir. 2016) (quoting Caldas v. Affordable Granite & Stone, Inc., 820 N.W.2d 826, 838
(Minn. 2012), superseded by statute on other grounds as recognized in Hall v. City of
Plainview, 954 N.W.2d 254, 270–71 (Minn. 2021)).
Ms. Ngiendo’s Proposed Amended Complaint alleges unjust enrichment on two
grounds. (See Proposed Am. Compl. at 2–8, 9–10.) First, she asserts YMCA-USA should
be liable for the alleged misconduct by YMCA-N employees that prevented her from using
the YMCA-N gyms because YMCA-USA controls YMCA-N. (Id. at 2–8.) In response,
YMCA-USA argues it is a separate legal entity from YMCA-N. (Def.’s Mem. Opp’n Mot.
Amend. at 9–11.) Courts in other jurisdictions have agreed with YMCA-USA. See, e.g.,
Conley v. Jackson Twp. Trs., 376 F. Supp. 2d 776, 785 (N.D. Ohio 2005); McKannan v.
Nat’l Council of YMCA, No. 3:10-CV-88-RLY-WGH, 2010 WL 4668437, at *5 (S.D. Ind.
Nov. 9, 2010).
Ms. Ngiendo relies on a corporate veil piercing theory to support the argument that
YMCA-USA should be liable for alleged conduct of YMCA-N employees. (See Proposed
Am. Compl. at 2.) Courts allow veil piercing when corporations fail to maintain separate
identities, and it would be fundamentally unfair, fraudulent, or unjust to not pierce the
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corporate veil. A.P.I., Inc. Asbestos Settlement Tr. v. Home Ins. Co., 877 F. Supp. 2d 709,
731–32 & n.19 (D. Minn. 2012) (citing Victoria Elevator Co. of Minneapolis v. Meriden
Grain Co., 283 N.W.2d 509, 512 (Minn. 1979)); see United States v. Bestfoods, 524 U.S.
51, 62–64 (1998) (ruling parent company liable for subsidiary’s conduct when subsidiary’s
corporate veil could be pierced). To examine whether two corporations have kept their
identities sufficiently separate, courts look to:
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.
Victoria Elevator, 283 N.W.2d at 512. The only facts Ms. Ngiendo offers to support
piercing the veil are a shared logo and an employee at YMCA-N sharing a last name with
an employee at YMCA-USA. (Proposed Am. Compl. at 1–2.) The assertion that this shared
last name means there must be a close relationship “that ties defendant to major business
activities and interest[s] in the . . . YMCA of the North” (id. at 1) is a conclusion this Court
can disregard. Twombly, 550 U.S. at 555. Without more facts from which the Court could
reasonably infer that YMCA-USA is not a separate entity from YMCA-N, Ms. Ngiendo’s
corporate veil piercing theory fails.
Second, Ms. Ngiendo alleges YMCA-USA was unjustly enriched by receiving her
gym membership fees while subjecting her to racially motivated harassment at the YMCAN gyms. (Proposed Am. Compl. at 9–10.) She has alleged no facts, however, to show that
the money she paid to YMCA-N for her membership went to YMCA-USA. Thus, she has

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not alleged sufficient facts to support the claim that YMCA-USA was unjustly enriched on
either ground, so this proposed amendment is futile.
2.

Breach of Implied Warranty

A breach of warranty claim requires “the existence of a warranty, a breach, and a
causal link between the breach and the alleged harm.” Bollom v. Brunswick Corp., 453 F.
Supp. 3d 1206, 1222 (D. Minn. 2020) (quoting Peterson v. Bendix Home Sys., Inc., 318
N.W.2d 50, 52–53 (Minn. 1982)). Minnesota does not require a contract between the
parties for a successful breach of warranty claim. Peterson, 318 N.W.2d at 52.
Ms. Ngiendo alleges YMCA-USA impliedly warranted that its gyms would be free
from racial biases and harassment because it advertises diversity and inclusion programs.
(Proposed Am. Compl. at 8–9.) Even assuming there was an implied warranty, Ms.
Ngiendo has not alleged enough facts to support finding YMCA-USA breached this
warranty. (Id.) All the conduct alleged here occurred at YMCA-N gyms and a light rail
station, not a YMCA-USA gym. (Id. at 1–8.) Additionally, Ms. Ngiendo has not alleged
that any YMCA-USA employees discriminated against her. This proposed amendment is
therefore futile.
3.

Breach of Contract

A breach of contract claim requires the existence of a contract and a violation of its
terms. Gen. Mills Operations, LLC v. Five Star Custom Foods, Ltd., 703 F.3d 1104, 1107
(8th Cir. 2013) (quoting Parkhill v. Minn. Mut. Life Ins. Co., 174 F. Supp. 2d 951, 961 (D.
Minn. 2000)). Courts may infer a contract from the circumstances and the parties’ conduct.
In re Grp. Health Plan Litig., 709 F. Supp. 3d 707, 714 (D. Minn. 2023). The only contract
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alleged to exist is Ms. Ngiendo’s membership contract with YMCA-N. (See Proposed Am.
Compl. at 1.) Ms. Ngiendo has not alleged she had a contract with YMCA-USA, nor has
she alleged any facts to support a finding that she and YMCA-USA employees had a
history of interactions that would allow this Court to reasonably infer they had a contract.
This proposed amendment is therefore futile.
4.

Intentional Infliction of Emotional Distress

To establish intentional infliction of emotional distress, a plaintiff must show that
the defendant engaged in (1) intentional or reckless conduct that was (2) extreme or
outrageous and (3) caused severe emotional distress. Hill v. Scott, 349 F.3d 1068, 1075
(8th Cir. 2003) (citing Hubbard v. United Press Int’l, Inc., 330 N.W.2d 428, 438–39 (Minn.
1983)). To support this claim, Ms. Ngiendo has alleged that YMCA-N employees watched
her while she exercised. (Proposed Am. Compl. at 8.) YMCA-N is no longer a party, and
Ms. Ngiendo has not alleged sufficient facts to support a reasonable inference that YMCAUSA controls YMCA-N. This proposed amendment is therefore futile.
5.

Deprivation of the Right to Own Property

In liberally construing Ms. Ngiendo’s claims, this Court believes her claim of the
deprivation of her right to own property is best viewed as a claim for civil theft. Ms.
Ngiendo could sue only a governmental entity or a party acting on behalf of the government
for a violation of her constitutional right to own property. See Smith v. Insley’s Inc., 499
F.3d 875, 880 (8th Cir. 2007). Instead, the proper claim would be one for civil theft. See
Minn. Stat. § 604.14.

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To prove civil theft, a plaintiff must show the defendant intentionally took
something of theirs with the intent of not returning it. Waters v. Cafesjian, 127 F. Supp. 3d
994, 997 (D. Minn. 2015) (citing Damon v. Groteboer, 937 F. Supp. 2d 1048, 1076 (D.
Minn. 2013)) (relying on criminal theft statute to define civil theft). Ms. Ngiendo has
alleged that her gym locker was broken into, and her belongings were stolen. (Proposed
Am. Compl. at 6.) She has not alleged, however, that any YMCA-USA employee
intentionally took anything. This proposed amendment is therefore futile.
6.

Negligence: Failure to Provide Safe Premises and Aggravated
Personal Injury

Proving a negligence claim requires showing the defendant (1) had a duty to the
plaintiff, (2) the defendant breached their duty, (3) that breach caused the plaintiff’s harm,
and (4) the plaintiff has damages because of the breach. Brunsting v. Lutsen Mountains
Corp., 601 F.3d 813, 820–21 (8th Cir. 2010). Whether a defendant has a duty to protect the
plaintiff depends on their relationship and how foreseeable the risk was. Sulik v. Total
Petroleum, Inc., 847 F. Supp. 747, 750 (D. Minn. 1994) (citing Erickson v. Curtis Inv. Co.,
447 N.W.2d 165, 168–69 (Minn. 1989)).
Ms. Ngiendo alleges YMCA-USA breached two duties: to protect gym goers from
theft, and to provide a gym environment free from harassment and retaliation for reporting
that harassment. (Proposed Am. Compl. at 10, 12–13.) But Ms. Ngiendo has not alleged
enough facts to support finding she had any relationship with YMCA-USA, or that YMCAUSA controls YMCA-N, its gyms, or its employees. YMCA-N may have owed her a duty

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because of her membership, but it is no longer a party to this case. This proposed
amendment is therefore futile.
7.

False Advertisement

A false advertisement claim requires the plaintiff to prove the defendant misled or
made an untrue statement to the public. See Minn. Stat. §§ 325F.67, 325F.69, subd. 1. Ms.
Ngiendo has not alleged enough facts to support finding YMCA-USA employees took part
in any of the alleged wrongdoings at the YMCA-N gyms to make the YMCA-USA’s
website’s comments on diversity, equity, and inclusion from the Proposed Amended
Complaint misleading. (See Proposed Am. Compl. at 10–11.) This proposed amendment
is futile.
8.

Invasion of Privacy

Invasion of privacy requires an intentional intrusion on someone’s privacy that a
reasonable person would find highly offensive. Mallak v. Aitkin Cnty., 9 F. Supp. 3d 1046,
1064 (D. Minn 2014) (quoting Lake v. Wal-Mart Stores, Inc., 582 N.W.2d 231, 233 (Minn.
1998)). While Ms. Ngiendo has alleged her belongings were left on the floor of the YMCAN gym’s locker room, she has not alleged any YMCA-USA employees did this. (See
Proposed Am. Compl. at 12.) This proposed amendment is therefore futile.
B.

Ms. Ngiendo’s Motions to Dismiss YMCA-N as a Party are Moot.

Ms. Ngiendo seeks to dismiss YMCA-N as a defendant in this case. (See Dkt. Nos.
30, 32.) This, however, is unnecessary because YMCA-N has already been dismissed from
the case. (Order, Dec. 19, 2024, Dkt. No. 28.) Because that order “already provide[d] the
requested relief” of dropping YMCA-N from the case, this Court has nothing more to do.
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See Hillesheim, 903 F.3d at 791. This part of Ms. Ngiendo’s motions is therefore denied as
moot.

Accordingly, IT IS HEREBY ORDERED that Plaintiff’s Motion for Leave to
Amend Complaint and Drop YMCA of the North as a Party (Dkt. No. 30) and Motion to
Amend Pleadings (Dkt. No. 32) are DENIED in part and DENIED as moot in part, as
set forth fully herein. The Amended Complaint (Dkt. No. 10) is the operative pleading.

Date: March 7, 2025

s/ John F. Docherty
JOHN F. DOCHERTY
United States Magistrate Judge

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