Tillman Infrastructure LLC v. Stearns County

UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA
Tillman Infrastructure LLC,
Plaintiff,
v.
Stearns County,
Defendant.
File No. 25-cv-3634 (ECT/LIB)
OPINION AND ORDER
Joseph S. Diedrich, Husch Blackwell LLP, Milwaukee, WI, and Jeffer Ali, Husch
Blackwell LLP, Minneapolis, MN, for Plaintiff Tillman Infrastructure LLC.
Michael J. Ervin, Squires, Waldspurger & Mace, P.A., for Defendant Stearns County.
Tillman Infrastructure contracted with Verizon to build a new telecommunications
tower in rural Stearns County. Verizon was providing services on a nearby tower, but it
was paying high rents and sought to use the new tower as a more cost-effective alternative.
Tillman applied for a conditional use permit, and Stearns County denied that application
for failure to conform to goals in the County’s comprehensive plan.
Tillman sued on federal and state law grounds, seeking an order reversing the denial
and instructing the County to grant the application. 	Both parties moved for summary
judgment on the administrative record.
The County’s motion will be granted, and Tillman’s motion will be denied. 	The
County’s decision had some problems. It listed four grounds for denial, but contradicted
itself on two them, concluding that the proposal both did and did not conform to certain
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goals or requirements. 	But applying the deferential review in federal and state law, the
County did enough to explain why it denied the application, and the non-contradictory
reasons for denial are supported by substantial record evidence.
I
In September 2024, Plaintiff Tillman Infrastructure LLC applied for a conditional
use permit to build a telecommunications tower (“Tillman Tower”) for Verizon Wireless
in Stearns County, Minnesota. ECF No. 23-8 at 8.1 The Tillman Tower would be located
on 103rd Avenue in Maine Prairie Township—an area zoned as an agricultural district—
and it would be 325 feet high. Id. at 4, 11; see ECF No. 23-19 (map of proposed location).
On July 24, 2025, the Stearns County Planning Commission met to consider
Tillman’s conditional use permit request “according to Sections 4.8, 7.28, and 9.2.5 of
Stearns County Land Use & Zoning Ordinance Number 439.” 	ECF No. 23-17 at 1–2.
Under that ordinance, the Planning Commission is tasked with conducting public hearings
for conditional use permits, and the Commission’s recommendation of approval or denial
is taken up by the County Board of Commissioners. Stearns County, Minn., Land Use and
Zoning Ordinance #439 § 4.4 (2025) (ECF No. 23-21 at 51–52).
The 	cited 	zoning 	provisions 	govern 	the 	requirements 	and 	procedures 	for
telecommunications conditional use permit requests. Section 4.8 governs conditional use
permits in general. 	ECF No. 23-21 at 52–58. 	On an application for a conditional use
permit, “the Planning Commission and Board shall consider” several criteria, including
1 	Page citations are to CM/ECF page numbers in the top right-hand corner, not the
document’s original pagination.
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“the effect of the proposed use on the Comprehensive Plan”; “the ability of the use to be
compatible or separated by distance or screening from adjacent land”; “the effect of the
proposed use on groundwater, surface water and air quality”; “the effect of the proposed
use on property values and scenic views in the surrounding area”; “whether the proposed
use is allowed with a conditional use permit in the applicable zoning district in which the
property is located”; “the effect that the proposed use will have on existing parks, schools,
roads and other public facilities”; “the general health, safety and welfare of the residents;
and “[f]inancial assurance mechanisms to guarantee reclamation or cleanup.” 	Id. at 54
(citation modified) (Section 4.8.2). 	The Planning Commission and Board must also
consider “the ability of the proposed use to meet the standards of this Ordinance or any
applicable ordinance, rule or statute.” 	Id. (citation modified). 	They must hold a public
hearing and “shall make a written finding of fact on each application.” Id. at 56 (Section
4.8.4). Section 9.2.5 provides that antennae “may be allowed as conditional uses following
the procedures set forth in Section 4.8 of this Ordinance and further subject to the
performance and general development standards contained in Sections 6 and 7 of this
Ordinance.” 	Id. 	at 	228 	(citation 	modified). 	Lastly, 	Section 	7.28 	governs
telecommunication towers. 	Id. at 207–12. 	A conditional use permit application for a
telecommunication tower must provide additional technical information specific to those
structures. Id. at 211–12.
The 	Planning 	Commission 	also 	considered 	whether 	Tillman’s 	proposal 	was
consistent with the Stearns County “Living Goals” and “Connectivity Goals” set forth in
the Stearns County 2040 Comprehensive Plan. See ECF No. 23-8 at 5; ECF No. 23-17 at
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37; ECF No. 23-20 (Comprehensive Plan). Three of those goals are relevant here. Living
Goal 2 reads, “[m]anage the impacts of growth and development on the County’s rural
character and natural resources.” 	ECF No. 23-20 at 55. 	Connectivity Goal 2 seeks to
“[c]oordinate 	infrastructure 	and 	service 	needs 	with 	development, 	and 	encourage
development where the infrastructure and services are adequate to serve that growth.” Id.
at 111. Connectivity Goal 4 is to “[d]eploy fast and reliable internet technologies that are
equitable, affordable, and take advantage of existing infrastructure assets.” Id.
At the July 24 meeting, the Planning Commission heard public debate and
considered Tillman’s conditional use permit request. 	See ECF No. 23-17 (hearing
transcript). Five of the Planning Committee members were present: David Bentrud, Tara
Ostendorf, Jason Weinerman (the Chair), Rich Blenkush, and Dave Knafla. ECF No. 23-9
at 1.2 A representative from Tillman’s business partner, Buell Consulting, spoke in favor
of the application. ECF No. 23-17 at 4–6. He explained that Verizon had been operating
from another tower 0.6 miles away from the proposed site (the “American Tower”), and
was paying high rents. Id. With the Tillman Tower, Verizon’s rent payments would drop
to below a third of its current costs, and AT&T—also operating from the American
Tower—wanted to move to the Tillman Tower for the same reason. Id. Members of the
public spoke (or submitted letters) in opposition to Tillman’s application and cited a few
common reasons: The Tillman Tower did not fit within the agricultural and rural character
of the area, id. at 8–10, 13, 20, 22, it would disrupt the wildlife, id. at 10, 12–13, 19, 22,
2 	Two Commission members were absent, Jason Kron and Jacob Holck. Id.
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there were already two nearby towers providing adequate cellular service, id. at 11, 14–15,
24, and the tower would cause property values to fall, id. at 18.3 See ECF No. 23-10 at 6–
15 (letters in opposition to the proposal making similar points). An attorney representing
Tillman rebutted those concerns, explaining that there would be a National Environmental
Policy Act study as part of the process, that Tillman considered the characteristics of the
region, and that an expert report showed the tower would not adversely affect property
values. ECF No. 23-17 at 28–31. The attorney was asked if Verizon would stop providing
services if the Tillman Tower weren’t built, but the attorney did not know the answer to
that question. Id. at 36.
The Planning Commission then closed the public hearing and orally stated its
findings of fact. 	Id. at 37–43. 	Ms. Ostendorf concluded that Tillman’s proposal was
“consistent with Land Use & Zoning Ordinance 439 Section 4.8, 7.28 and 9.2.” Id. at 37.
Mr. Knafla determined that the proposal did not conform to Living Goal 2 or Connectivity
Goal 2 because of “ambiguity about conversations or not having conversations or
considering alternatives to using the existing tower.” Id. at 37–38. Ms. Ostendorf agreed
and added that she believed Connectivity Goal 4 was another barrier because of “existing
infrastructure assets already present.” 	Id. at 38–39. 	Mr. Knafla and Ms. Ostendorf
disagreed whether the proposal was compatible with the existing neighborhood: Mr. Knafla
said no, as it was close to housing, and Ms. Ostendorf said yes, because there were two
3 	Members of the public were also concerned about radio frequencies, which they
believed were harmful to health. ECF No. 23-17 at 11, 16–17, 19, 22, 29.
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towers nearby. 	Id. at 39. 	After this discussion, the Planning Commission voted to deny
Tillman’s application. Id. at 42–43.
The vote was 3 to 1. See ECF No. 23-9 at 8; ECF No. 23-17 at 43. Mr. Bentrud,
Mr. Blenkush, and Ms. Ostendorf voted to deny the conditional use permit request. ECF
No. 23-17 at 42–43. Mr. Knafla voted “nay,” technically meaning he would not deny the
application. 	Id. at 43. 	However, when Chair Weinerman asked if anyone opposed the
motion to deny the application, there was no response. 	Id. at 42. 	(Chair Weinerman
opposed the motion but abstained. 	Id.; see ECF No. 23-9 at 7.) 	Mr. Knafla may have
misunderstood what his “nay” vote meant, as his comments indicated strong opposition to
the Tillman Tower, see ECF No. 23-17 at 37–39, but his vote endorsed the application.
And at least one other member was confused that an “aye” vote meant denying the
application. See ECF No. 23-17 at 42–43.
On August 12, 2025, the Stearns County Board of Commissioners denied Tillman’s
conditional use permit application. ECF No. 23-14 (minutes); ECF No. 23-15 (decision).
The Board adopted the findings of fact from the Planning Commission. ECF No. 23-14 at
3. In a two-page letter, the Board laid out those findings of fact, which are quoted in full:
1. 	The proposal is consistent with Land Use and Zoning
Ordinance #439, specifically, 4.8, 7.28 and 9.2.5.
2. 	The proposal both does and does not conform to the Stearns
County Comprehensive Plan. 	The proposal does not
conform to Living Goal 2 and Connectivity Goals 2 and 4.
Living Goals:
• 	Manage the impacts of growth and development on
the County’s rural character and natural resources.
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Connectivity Goals:
• 	Coordinate infrastructure and service needs with
development and encourage development where the
infrastructure and services are adequate to serve that
growth.
• 	Deploy fast and reliable internet technologies that
are equitable, affordable, and take advantage of
existing infrastructure assets.
The proposal does conform to Connectivity Goal 2.
Connectivity Goals:
• 	Coordinate infrastructure and service needs with
development and encourage development where the
infrastructure and services are adequate to serve that
growth.
3. 	The 	proposal 	is 	not 	compatible 	with 	the 	existing
neighborhood as it is very close to existing housing. The
proposal is compatible with the existing neighborhood, as
there are two other towers in close proximity.
4. 	The applicant has demonstrated that the standards and
criteria of Section 7.28 of the ordinance can be met.
5. 	Other issues pertinent to this matter:
• 	The public is concerned with public health, safety
and welfare of the proposed tower.
• 	There will be a third condition added requiring a
National 	Environmental 	Policy 	Act 	review 	as
required by the Federal.
• 	Property value information was submitted by the
applicant.
ECF No. 23-15 at 1–2.
In 	September 	2025, 	Tillman 	brought 	this 	suit, 	raising 	claims 	under 	the
Telecommunications Act of 1996 and for state-law certiorari review. Compl. [ECF No. 1]
¶¶ 45–62. 	The parties both moved for summary judgment on the administrative record.
ECF Nos. 27, 31.
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II
Summary judgment is warranted “if the movant shows that there is no genuine
dispute as to any material fact and the movant is entitled to judgment as a matter of
law.” Fed. R. Civ. P. 56(a). 	A fact is “material” only if its resolution might affect the
outcome of the suit under the governing substantive law. Anderson v. Liberty Lobby, Inc.,
477 U.S. 242, 248 (1986). A dispute over a fact is “genuine” only if “the evidence is such
that a reasonable jury could return a verdict for the nonmoving party.” Id.
“The evidence of the non-movant is to be believed, and all justifiable inferences are
to be drawn in his favor.” Id. at 255. When, as here, there are cross-motions for summary
judgment, each side receives the benefit of this rule in response to the other side’s
motion. 	See, e.g., Fjelstad v. State Farm Ins. Co., 845 F. Supp. 2d 981, 984 (D. Minn.
2012). When considering Tillman’s motion, the record must be viewed in the light most
favorable to the County, and when considering the County’s motion, the record must be
viewed in the light most favorable to Tillman. See id.
A
The Telecommunications Act of 1996 aims “to promote competition and higher
quality in American telecommunications services and to encourage the rapid deployment
of new telecommunications technologies.” 	City of Rancho Palos Verdes v. Abrams, 544
U.S. 113, 115 (2005) (citation modified). “One of the means by which [Congress] sought
to accomplish these goals was reduction of the impediments imposed by local governments
upon the installation of facilities for wireless communications, such as antenna towers.”
Id.; see USCOC of Greater Mo., LLC v. County of Franklin, 636 F.3d 927, 930 (8th Cir.
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2011) (“In section 332(c)(7) of the [Act], Congress preserved the authority of state and
local governments over zoning and land use issues, but imposed limitations on that
authority.”). 	“Essentially, the [Act] ‘strikes a balance between two competing aims—to
facilitate nationally the growth of wireless telephone service and to maintain substantial
local control over siting of towers.’” 	County of Franklin, 636 F.3d at 930 (quoting
Omnipoint Commc’ns, Inc. v. City of White Plains, 430 F.3d 529, 531 (2d Cir. 2005)).
When a telecommunication company applies to a State or local government to
“place, construct, or modify personal wireless service facilities,” and the locality denies the
application, the decision denying the application “shall be in writing and supported by
substantial evidence contained in a written record.” 	47 U.S.C. § 332(c)(7)(B)(iii). 	This
provision requires the locality to “provide or make available [its] reasons,” and those
reasons must be “sufficiently clear.” T-Mobile S., LLC v. City of Roswell, 574 U.S. 293,
295 (2015). 	Federal courts have jurisdiction to review application denials. 	47 U.S.C.
§ 332(c)(7)(B)(v). 	“In order to determine whether a locality’s denial was supported by
substantial evidence, as Congress directed, courts must be able to identify the reason or
reasons why the locality denied the application.” City of Roswell, 574 U.S. at 300. That
explanation need not be detailed or prolix, but it must be “sufficient to permit meaningful
judicial review of whether the record contains substantial evidence to support the board’s
decision.” Sprint Spectrum, L.P. v. Platte County, 578 F.3d 727, 732 (8th Cir. 2009); see
City of Roswell, 574 U.S. at 302 (“We stress, however, that these reasons need not be
elaborate or even sophisticated, but rather . . . simply clear enough to enable judicial
review.”).
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“Substantial evidence” in § 332(c)(7)(B)(iii) is a “term of art” borrowed from
administrative law. City of Roswell, 574 U.S. at 301. That standard has been described in
various ways: An agency must “clearly disclose[]” or provide “[c]omplete statements” of
the grounds of its decision, or “articulate a satisfactory explanation for its action.” 	Id. at
301–02 (first quoting SEC v. Chenery Corp., 318 U.S. 80, 94 (1943); then quoting Motor
Vehicle Mfrs. Ass’n of the U.S., Inc. v. State Farm Mut. Auto. Ins. Co., 463 U.S. 29, 43
(1983); and then quoting Beaumont, S.L. & W. Ry. Co. v. United States, 282 U.S. 74, 86
(1930).). The standard is not demanding. NE Colo. Cellular, Inc. v. City of North Platte,
764 F.3d 929, 936 (8th Cir. 2014). “Substantial evidence is more than a mere scintilla. It
means such relevant evidence as a reasonable mind might accept as adequate to support a
conclusion. Substantial evidence, however, does not mean a preponderance of the
evidence.” Id. (quoting Menendez-Donis v. Ashcroft, 360 F.3d 915, 919 (8th Cir. 2004)).
Courts give “significant deference to the fact-finder,” and will affirm where “a reasonable
fact-finder could reach” the locality’s conclusion. USCOC of Greater Iowa, Inc. v. Zoning
Bd. of Adjustment for the City of Des Moines, 465 F.3d 817, 821–22 (8th Cir. 2006). The
party seeking to overturn the decision bears the burden “to show that the decision is not
supported by substantial evidence.” Id. at 821.
With a few exceptions not relevant here, the substantive criteria for approving or
denying an application come not from the Telecommunications Act but from state and local
law.4 	See Sprint Spectrum, 578 F.3d at 733 (“The [Act’s] ‘substantial evidence’
4 	One exception is that a locality may not “regulate the placement, construction, and
modification of personal wireless service facilities on the basis of the environmental effects
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requirement is ‘directed at whether the local zoning authority’s decision is consistent with
the applicable local zoning requirements.’” (quoting VoiceStream Minneapolis, Inc. v. St.
Croix County, 342 F3d 818, 830 (7th Cir. 2003))); Cellular Tel. Co. v. Town of Oyster Bay,
166 F.3d 490, 494 (2d Cir. 1999) (noting that the Act “does not affect or encroach upon
the substantive standards to be applied under established principles of state and local law”
(citation modified)).
Start with the written reasons for the County’s decision. Two of the four grounds
for denial will not be credited because they are mutually inconsistent: 	that Tillman’s
proposal conforms and does not conform to Connectivity Goal 2, and that it is and is not
compatible with the existing neighborhood. 	ECF No. 23-15 at 1–2. 	Calling these
contradictory statements “findings of fact” is semantically dubious. 	In context, the
explanation for these apparent discrepancies is obvious—different members of the
Planning Commission came to different conclusions on each question. 	Ms. Ostendorf
believed the proposal met both goals, and Mr. Knafla thought otherwise.5 	See ECF No.
of radio frequency emissions to the extent that such facilities comply with Commission’s
regulations concerning such emissions.” 47 U.S.C. § 332(c)(7)(B)(iv); see Telespectrum,
Inc. v. Pub. Serv. Comm’n of Ky., 227 F.3d 414, 424 (6th Cir. 2000). 	Some individuals
cited health concerns about radio waves at the hearing, but the Planning Commission and
Board did not rely on these statements in reaching their decision. The other exceptions are
similarly irrelevant here. 	See 	47 U.S.C. § 332(c)(7)(B)(i) (barring localities from
“unreasonably discriminat[ing] among providers of functionally equivalent services” and
from “prohibit[ing] or hav[ing] the effect of prohibiting the provision of personal wireless
services”).
5 	Oddly enough, Ms. Ostendorf voted to deny the application, and Mr. Knafla
opposed that motion. ECF No. 23-9 at 8. No other Planning Commission member echoed
Mr. Knafla’s statement that the proposal was incompatible with the existing neighborhood.
See ECF No. 23-17 at 39.
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23-17 at 38–39. 	But that context does not rescue the contradictory reasons, because the
record is not “clear enough to enable judicial review.” City of Roswell, 574 U.S. at 302.
The County’s decision rests on two other grounds, failure to conform to Living Goal
2 and Connectivity Goal 4. 	ECF No. 23-15 at 1–2. 	Those goals, respectively, are to
“[m]anage the impacts of growth and development on the County’s rural character and
natural resources,” and to “[d]eploy fast and reliable internet technologies that are
equitable, affordable, and take advantage of existing infrastructure assets.” 	Id. 	These
grounds are presented clearly enough to enable judicial review. See City of Roswell, 574
U.S. at 302.
Though the County’s decision simply recites Comprehensive Plan provisions and
points to no record evidence for support, the Eighth Circuit has affirmed summary
judgment to a locality offering similarly terse explanations. In NE Colorado Cellular, the
defendant city council’s written record stated, “[t]he use is not in harmony with the
character of the area and it is not the most appropriate use of the land as it is a historic
neighborhood.” 764 F.3d at 931.6 This skeletal explanation repeated almost verbatim the
relevant zoning ordinance, which “provides that conditional uses must ‘be in harmony with
the character of the area and the most appropriate use of the land.’” Id. (quoting ordinance).
All that the city council added was that the proposed site was in a historic neighborhood.
6 	The city council also concluded that the proposed tower could decrease local
property values, but the district court found this reason was not supported by substantial
evidence. NE Colo. Cellular, 764 F.3d at 932.
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See id. Similarly, in Sprint Spectrum, a panel majority found the following reasons enough
to be “in writing” under § 332:
The location and size of the Special Use, the nature and
intensity 	of 	the 	operation 	involved 	in 	or 	conducted 	in
connection with it, and the location of the site with respect to
the streets giving access to it are such that the Special Use will
dominate 	the 	immediate 	neighborhood 	so 	as 	to 	prevent
development and use of neighboring property in accordance
with the applicable zoning district regulations. In making this
determination, consideration has been given to the location,
nature and height of the buildings, structures, walls and fences
on the site and the nature and extent of landscaping and
screening on the site.
578 F.3d at 731. Although the dissent pointed out that this paragraph “simply mirrored the
first four of seven general standards listed in the Platte County Code for granting or denying
special use permits,” id. at 734 (Bye, J., dissenting), the majority held that “merely
recit[ing]” a zoning ordinance was sufficient to meet § 332’s “in writing” requirement in
that case, id. at 732 n.2 (majority opinion). Assuming that “the written denial must furnish
a statement of reasons to facilitate judicial review,” the panel majority concluded that “an
incorporation of the Zoning Order in this case provides adequate guidance concerning the
Commission’s rationale.” 	Id.; see City of Roswell, 574 U.S. at 302 (affirming the
assumption in Sprint Spectrum, “that localities must provide reasons when they deny cell
phone tower siting applications”). And as the district court in Sprint Spectrum explained,
a “sufficient explanation” is one that allows a reviewing court
to 	evaluate 	the 	record 	for 	support, 	[and] 	there 	is 	no
requirement, nor need there be, that the decision specifically
identify the portions of the record upon which the denial was
based. Although a more specific explanation of the reasons for
denial would be of greater value, especially to Plaintiff, the
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Court finds that the reasons stated are sufficient for the
purposes of review of the record for substantial evidence.
Sprint Spectrum L.P. v. County of Platte, No. 06-6049-CV-SJ-DW, 2007 WL 2994362, at
*3 (W.D. Mo. Oct. 11, 2007), aff’d, 578 F.3d 727 (8th Cir. 2009).7
Here, the cited reasons for denial repeat general provisions of the Comprehensive
Plan and do not cite any evidence in the record. Compare ECF No. 23-15 at 1–2 (showing
Living Goal 2 and Connectivity Goal 4), with ECF No. 23-20 at 55, 111 (showing identical
provisions). No doubt a more original and detailed explanation would have been helpful,
and within the capabilities of a board staffed by laypeople, but these grounds are clear
enough to enable judicial review. Considered against the administrative record, the Plan
provisions identify the Planning Commission’s reasons sufficiently to enable judicial
review.
There is substantial evidence supporting the Tillman proposal’s non-conformity
with Living Goal 2. 	See generally ECF No. 23-15 at 1 (“Manage the impacts of growth
and development on the County’s rural character and natural resources.”). 	Tillman
acknowledged that “[t]he area is rural in nature.” 	ECF No. 23-8 at 39. 	Members of the
public argued the tower would disrupt the rural and agricultural character of the land. See
ECF No. 23-17 at 9–10 (“I fail to see how a communications tower fits within . . . the
7 	Courts outside this Circuit have reasoned that parroting language from an ordinance
is not substantial evidence. 	See T-Mobile Cent., LLC v. Charter Township of West
Bloomfield, 691 F.3d 794, 801 (6th Cir. 2012) (“Merely repeating an ordinance does not
constitute substantial evidence.”); T-Mobile Ne. LLC v. City of Lawrence, 755 F. Supp. 2d
286, 291 (D. Mass. 2010) (“A mere recitation of provisions of a local zoning ordinance
does not constitute ‘substantial evidence’ under the [Telecommunications] Act.”). 	But
these courts do not analyze parroted language under the “in writing” requirement.
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ordinance at all, because it’s farmland.”); id. at 13 (“[A]nother tower in our area would
ruin more than just the landscape. It would ruin the whole fiber of what we are out there.”);
id. at 20 (“This tower doesn’t fit this neighborhood, not visually, not environmental[ly],
and in spirit.”); id. at 22 (“[The tower] would eliminate farming on the property. . . . The
tower will fragment habitat and destr[oy] the local ecosystem.”). 	Under Eighth Circuit
precedent, that amounts to substantial evidence that the tower would be detrimental to, and
out of character with, the location’s rural nature. See NE Colo. Cellular, 764 F.3d at 936–
37 (“Here, the City Council had before it the testimony of a dozen residents that the
proposed tower would be an ‘eyesore,’ would be inappropriate for the neighborhood, and
would not be harmonious with the neighborhood. In the context of a zoning decision, this
is enough for a ‘reasonable mind’ to accept as ‘adequate to support a conclusion’ that the
proposed tower would be out of place in the neighborhood.”); Sprint Spectrum, 578 F.3d
at 733 (“Aesthetic concerns can be a valid basis on which to deny Sprint’s permit, so long
as the aesthetic judgment is grounded in the specifics of the case and not based on
generalized aesthetic concerns that are applicable to any tower, regardless of location.”
(citation modified)).
Substantial evidence also supports non-conformity with Connectivity Goal 4. See
generally ECF No. 23-15 at 2 (“Deploy fast and reliable internet technologies that are
equitable, affordable, and take advantage of existing infrastructure assets.”). There is no
dispute that two other towers exist nearby, see ECF No. 23-8 at 9 (showing map of
proposed location and other towers), or that they provide adequate telecommunications
services to the locality, see ECF No. 23-17 at 11 (“There’s no need for this tower. There’s
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capacity on the existing towers.”); id. at 16 (“There’s little to no benefit to the community
given the existing nearby communication infrastructure.”); id. at 19 (describing the
proposal as “more like a cost-cutting move than a service necessity”); id. at 22 (noting
“[t]wo towers nearby already”). These statements are evidence that the proposal did not
conform to the County’s goal of “utiliz[ing] existing buildings and/or structures” in
agricultural and rural areas. 	ECF No. 23-20 at 148. 	Tillman did not provide evidence
showing that the current telecommunications services were inadequate, just that they were
relatively costly. See ECF No. 23-17 at 6 (Tillman’s statement that the new tower would
“serve the area in an economically feasible way”). When Ms. Ostendorf asked Tillman’s
representative at the hearing whether Verizon would maintain its equipment on the
American Tower if the proposal were denied, the representative replied, “I think they are
going to have to or not provide service in that area.” Id. at 35–36. And the representative
did not know the “chances” that Verizon would remove equipment from the American
Tower in that circumstance. Id. at 36. The County’s conclusion that “there does seem to
be existing infrastructure assets already present” and its decision to deny the permit request
on that ground is supported by substantial evidence. Id. at 39 (statement of Ms. Ostendorf).
Tillman makes several arguments in opposition, but these are not persuasive. 	It
argues that the County’s conclusory statements and failure to cite any record evidence do
not meet the § 332(c)(7)(B)(iii) requirements. ECF No. 29 at 20–21. Tillman cites cases
in which localities provided insufficient reasons for denying an application: generalized
aesthetic concerns, T-Mobile Cent., LLC v. Unified Gov’t of Wyandotte Cnty., 546 F.3d
1299, 1312 (10th Cir. 2008); APT Minneapolis, Inc. v. City of Maplewood, No. 97-cv-2082
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(JRT/RLE), 1998 WL 634224, at *5 (D. Minn. Aug. 12, 1998); USOC of Greater Iowa,
Inc. v. City of Bellevue, 279 F. Supp. 2d 1080, 1086 (D. Neb. 2003), or untenable and
cursory explanations, Cellco P’ship d/b/a Verizon Wireless v. City of Milwaukee, No. 23-
cv-1581-bhl, 2024 WL 329001, at *6 (E.D. Wis. Jan. 29, 2024). 	ECF No. 29 at 21, 23.
Stearns County did more than the municipalities in those cases. 	Unlike in Wyandotte
County, City of Bellevue, and City of Maplewood, Stearns County relied on specific
testimony of the region’s rural character and the proposal’s impact on wildlife, not
generalized aesthetic concerns or “not in my backyard” complaints. 	Unlike in City of
Milwaukee, Stearns County held a hearing, and its explanations find support in that record.
See 2024 WL 329001, at *6.
Tillman argues that the County impermissibly ignored competing evidence. 	ECF
No. 29 at 23; see City of Bellevue, 279 F. Supp. 2d at 1086 (“The Bellevue City Council
gave no reasons, either orally or in writing, for discounting any of this evidence in favor of
granting the conditional use permit.”); Universal Camera Corp. v. NLRB, 340 U.S. 474,
488 (1951) (“The substantiality of evidence must take into account whatever in the record
fairly detracts from its weight.”); Genuine Parts Co. v. EPA, 890 F.3d 304, 346 (D.C. Cir.
2018) (“[A]n agency cannot ignore evidence that undercuts its judgment; and it may not
minimize such evidence without adequate explanation.”). This is not convincing. Though
a locality’s decision is reviewed under the same substantial-evidence standard applied to
agency actions, the Telecommunications Act does not require localities to provide
“elaborate” or “sophisticated” explanations. 	City of Roswell, 574 U.S. at 302; see Sprint
Spectrum, 578 F.3d at 732 (“Congress undoubtedly recognized that local boards are
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primarily staffed by laypeople, and that it is not realistic to expect highly detailed findings
of fact and conclusions of law.” (citation modified)). Further, the County acknowledged
several ways in which Tillman’s application conformed with the applicable rules—it was
“consistent with Land Use and Zoning Ordinance #439, specifically, 4.8, 7.28 and 9.5,”
and it “demonstrated that the standards and criteria of Section 7.28 of the ordinance can be
met.” 	ECF No. 23-15 at 1–2. 	Lastly, the evidence ignored does not undermine the
County’s decision under the deferential standard of review. See ECF No. 29 at 23 (“The
County offered no explanation for how the proposed tower would violate Living Goal 2,
but the two nearby existing towers would not.”). This is not evidence; it is argument. The
County was not deciding whether the other two towers conformed to the Comprehensive
Plan, and the parties have not identified authorities concluding that previous locality
decisions 	are 	binding 	on 	subsequent 	boards 	and 	commissions 	under 	the
Telecommunications Act. Tillman also notes it submitted “a narrative description from an
engineering consultant, a letter from Verizon, and a sworn statement from AT&T” that “all
explain[] why co-location on an existing tower was infeasible.” 	ECF No. 29 at 25.
Tillman’s evidence only showed that co-location was economically infeasible, see ECF
No. 23-8 at 17–18 (Verizon letter); ECF No. 23-10 at 3–5 (AT&T sworn statement), and
that evidence does not undermine the County’s determination that the Tillman Tower failed
to 	conform 	to 	the 	rural 	character 	of 	the 	area 	and 	would 	not 	maximize 	existing
telecommunications infrastructure.
Tillman argues that the County’s decision is contradictory in a more subtle sense.
The County concluded that the proposal conformed to Section 7.28, and one of that
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provision’s purposes is to “[m]aximize the use of existing and approved towers and
buildings to accommodate new wireless telecommunication antennas in order to reduce the
number of towers needed to serve the County.” ECF No. 23-21 at 207 (Section 7.28.1(D)).
In Tillman’s view, Section 7.28 liquidates or fleshes out the broader Connectivity Goal 4,
in which the County aims to “take advantage of existing infrastructure assets.” ECF No.
23-20 at 111. As Tillman sees it, the application could not possibly meet Section 7.28’s
requirements while also failing to conform to Connectivity Goal 4. ECF No. 29 at 24–25.
This argument is also unconvincing. 	That Section has many other requirements on
technical matters like placement of guy wire anchors (Section 7.28.2(E)), galvanized
finishes 	to 	support 	structures 	(Section 	7.28.2(G)), 	and 	antenna 	height 	(Section
7.28.4(B)(1)). ECF No. 23-21 at 207–08, 210. It seems reasonable that a proposal might
comply with these specifications and still fail to further one of the Section’s purposes, and
that is the most natural read of the County’s findings of fact. 	Tillman’s preferred
interpretation is not consistent with the Supreme Court’s allowance that locality decisions
need not be “elaborate” or “sophisticated.” City of Roswell, 574 U.S. at 302.
B
Tillman’s claim for relief under state law requires a separate analysis. A Minnesota
statute provides:
The governing body may by ordinance designate certain types
of developments, including planned unit developments, and
certain land development activities as conditional uses under
zoning regulations. Conditional uses may be approved by the
governing body or other designated authority by a showing by
the applicant that the standards and criteria stated in the
ordinance will be satisfied. 	The standards and criteria shall
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include both general requirements for all conditional uses, and
insofar as practicable, requirements specific to each designated
conditional use.
Minn. Stat. § 462.3595, subdiv. 1. 	“Ruling on a conditional use permit application is a
quasi-judicial act” and “is reviewable by writ of certiorari.” Interstate Power Co. v. Nobles
Cnty. Bd. of Comm’rs, 617 N.W.2d 566, 574 (Minn. 2000).
Courts analyze conditional use permit denials in two steps. First, they “assess the
legal sufficiency of the reasons given by the [locality],” and second, they “determine
whether, if legally sufficient, [the locality] had a factual basis.” C.R. Invs., Inc. v. Village
of Shoreview, 304 N.W.2d 320, 325 (Minn. 1981). If the reasons are legally insufficient
or lack a factual basis, the decision is arbitrary and capricious. 	RDNT, LLC v. City of
Bloomington, 861 N.W.2d 71, 75–76 (Minn. 2015). Courts are to give deference to local
decisionmakers and reverse only where the “decision has no rational basis.” 	White Bear
Docking & Storage, Inc. v. City of White Bear Lake, 324 N.W.2d 174, 176 (Minn. 1982).
In a conditional use permit8 case, “‘reasonableness’ is measured by the standards set out in
the local ordinance.” Id.; see Honn v. City of Coon Rapids, 313 N.W.2d 409, 417 (Minn.
1981) (“[I]n granting or denying a special use permit, . . . the zoning authority is applying
specific use standards set by the zoning ordinance to a particular individual use.”). 	The
decisionmaker’s denial “must state in writing the reasons for the denial,” Minn. Stat.
§ 15.99, subdiv. 2(c), although oral denials are allowed if “those voting against the
8 	White 	Bear 	Docking 	& 	Storage 	refers 	to 	“special 	use 	permits,” 	which 	is
interchangeable with “conditional use permits.” See Zylka v. City of Crystal, 167 N.W.2d
45, 48 (Minn. 1969).
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resolution ‘state on the record the reasons why they oppose the request,’” Minn. Towers,
Inc. v. City of Duluth, 474 F.3d 1052, 1055 (8th Cir. 2007) (quoting Minn. Stat. § 15.99,
subdiv. 2(b)). 	The party that seeks review “bears the burden of persuasion that these
reasons are either without factual support in the record or are legally insufficient,” Barton
Contracting Co. v. City of Afton, 268 N.W.2d 712, 717 (Minn. 1978), and “[n]ot all of the
reasons stated need to be legally sufficient and supported by facts in the record,” Hubbard
Broadcasting, Inc. v. City of Afton, 323 N.W.2d 757, 765 n.4 (Minn. 1982).
Ordinarily, denying a conditional use permit would be arbitrary if “all of the
standards specified by the ordinance as a condition to granting the permit have been met.”
Zylka v. City of Crystal, 167 N.W.2d 45, 49 (Minn. 1969) (footnote omitted); See RDNT,
861 N.W.2d at 78; 	Picha v. County of McLeod, 634 N.W.2d 739, 742 (Minn. Ct. App.
2001). 	However, the Minnesota Supreme Court has recognized an exception where the
proposal was permitted by the zoning code but was incompatible with a municipal
comprehensive plan. 	See Barton Contracting, 268 N.W.2d at 717 (“A municipality may
weigh whether the proposed use is consistent with its land-use plan in deciding whether to
grant a special-use permit.”); C.R. Invs., 304 N.W.2d at 326 (recognizing exception);
Hubbard Broadcasting, 323 N.W.2d at 763 (“Afton’s determination that the Hubbard
proposal was inconsistent with its comprehensive plan was a legally sufficient reason for
denial of a special-use permit.”).
Minnesota 	courts 	are 	wary, 	however, 	of 	applying 	this 	exception 	when 	the
comprehensive plan is “unreasonably vague or subjective.” In re USS Great River Solar
LLC, No. A21-1504, 2022 WL 4295368, at *7 & n.9 (Minn. Ct. App. Sep. 19, 2022);
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accord Bryan v. Renville Cnty. Bd. of Comm’rs, No. C1-98-978, 1998 WL 764088, at *1
(Minn. Ct. App. Nov. 3, 1998); In re Impact Power Sols., LLC, No. A21-0925, 2022 WL
1448223, at *2 (Minn. Ct. App. May 9, 2022); see Hay v. Township of Grow, 206 N.W.2d
19, 23 (Minn. 1973) (“The absence of more express standards makes denial of a special-use
permit more, not less, vulnerable to a finding of arbitrariness.”). 	For example, in C.R.
Investments, the council denied the permit for failure to comply with the “general purpose
and intent of the Comprehensive Plan” because “[t]he proposed site plan indicates building
orientation is not in harmony with the existing neighborhood,” “[i]t has not been
demonstrated that the proposed use is an improvement in the development plan for this
area of the City,” and “[i]n this area of the City, the highest design standards are necessary
to achieve neighborhood compatibility.” 304 N.W.2d at 326. Denying the conditional use
permit for these reasons, without any definitions of “improvement” or “highest design
standards,” was arbitrary and capricious. Id. at 328.
Here, because the County determined that Tillman’s proposal complied with all the
relevant zoning ordinances, the denial is arbitrary and capricious unless nonconformity
with the Comprehensive Plan is a legally sufficient reason. 	See id. at 326. 	Under that
exception, the County’s action would not be arbitrary so long as the cited inconsistency
avoided unreasonable vagueness or subjectivity.
Failure to conform to Living Goal 2 and Connectivity Goal 4 are legally sufficient
reasons for denying Tillman’s application because those provisions, although phrased in
broad, high-level terms, are not unreasonably vague or subjective. Recall that those goals
are to “[m]anage the impacts of growth and development on the County’s rural character
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and natural resources,” and “[d]eploy fast and reliable internet technologies that are
equitable, affordable, and take advantage of existing infrastructure assets.” ECF No. 23-20
at 55, 111. These justifications resemble the reasons approved in two Minnesota Supreme
Court decisions. Pioneering the comprehensive-plan exception, the court found a proposed
gravel mining operation failed to conform to the municipal comprehensive plan, which was
“permeated with evidence of a strong desire to preserve the rural character and unique
scenic beauty of Afton and the St. Croix Valley,” and those “aims . . . were discussed at
the hearings.” 	Barton Contracting, 268 N.W.2d at 717. 	The council’s broadly-worded
reasons denying the application—“it is contrary to the comprehensive plan,” and “the end
use would not be compatible with the comprehensive plan”—were legally sufficient and
supported by evidence. Id. In Hubbard Broadcasting, the court accepted the city council’s
determination 	that the application 	“does not conform to 	the overall intent of the
Comprehensive 	Plan” 	where 	the 	proposed 	satellite 	station 	would 	be 	placed 	on 	a
geologically rare feature—a Bissell’s Mound—in a designated “protection” area, and the
plan provided that such features “shall be preserved in a natural state.” 	323 N.W.2d at
762–63. 	Similarly, while Living Goal 2 does not describe “the County’s rural character
and natural resources,” the Comprehensive Plan details that vision, including the County’s
aim to preserve “viewsheds.” ECF No. 23-20 at 55, 68, 145. The goal to “take advantage
of existing infrastructure assets” is not unreasonably vague or subjective, especially when
the presence of the two nearby towers was discussed at length. 	Id. at 111; see ECF No.
23-17 at 11, 14–15, 24. 	Several decisions from the Minnesota Court of Appeals also
support this conclusion. See In re USS Great River Solar, 2022 WL 4295368, at *7 (finding
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plan language “not reasonably vague or subjective” when it instructed the local board to
follow the plan’s “Future Land Use Factors when locating non-agriculturally oriented
projects in an agricultural area”); In re Impact Power Sols., 2022 WL 1448223, at *2
(finding plan language legally sufficient when it “provides that solar sites are to be situated
‘in a way that reduces conflict with adjacent land uses’”).9
These grounds for denial have factual support for the same reasons identified with
respect to the federal claim. Tillman argues that “public comments alone ‘do[] not provide
a legally sufficient reason or substantial evidentiary support’ for denial,” but this is
unconvincing. 	ECF No. 35 at 6 (quoting Hurrle v. County of Sherburne ex rel. Bd. of
Comm’rs, 594 N.W.2d 246, 251 (Minn. Ct. App. 1999)). Minnesota law is clear that the
mere fact of public opposition is not a legally sufficient reason to deny a conditional use
permit application. 	See Chanhassen Ests. Residents Ass’n v. City of Chanhassen, 342
N.W.2d 335, 340 (Minn. 1984) (“[D]enial of a conditional use must be based on something
more concrete than neighborhood opposition and expressions of concern for public safety
and welfare.”); Scott Cnty. Lumber Co. v. City of Shakopee, 417 N.W.2d 721, 728 (Minn.
9 	It is true that the Minnesota Court of Appeals has said that, in denying a conditional
use permit, the locality must provide written reasons “in more than just a conclusory
fashion.” Picha, 634 N.W.2d at 742 (quoting Honn, 313 N.W.2d at 416); accord Kennecott
Expl. Co. v. Aitkin Cnty. Plan. Comm’n, No. A06-1078, 2007 WL 1894152, at *3 (Minn.
Ct. App. July 3, 2007). In Honn, however, the Minnesota Supreme Court was discussing
the procedure for rezoning decisions, a legislative decision that could not be resolved on a
writ of certiorari. 	See 313 N.W.2d at 414, 416. 	Picha and Kennecott are unpersuasive
because they do not explain why the Honn procedural requirements should apply to denials
of conditional use permits, see Picha, 634 N.W.2d at 742; Kennecott, 2007 WL 1894152,
at *3, which are quasi-judicial decisions reviewed by district courts on a writ of certiorari,
Interstate Power Co., 617 N.W.2d at 574.
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Ct. App. 1988) (“Community opposition to a landowner’s desire to use his property for a
particular purpose is not a legally sufficient reason for denying a conditional use permit.”);
Kennecott Expl. Co. v. Aitkin Cnty. Plan. Comm’n, No. A06-1078, 2007 WL 1894152, at
*4 (Minn. Ct. App. July 3, 2007) (finding commissioner’s statement that “all the people
that are here are against” the proposed use was a legally insufficient reason to deny the
application). 	If the public’s reasons for opposition is not concrete, those comments may
also fail to constitute a factual basis for denial. 	See C.R. Invs., 304 N.W.2d at 325
(concluding that “the vague reservations expressed by” members of the public did not
provide factual support for denying the application). However, it is well-established that
the locality may consider the evidentiary value of public statements in deciding whether to
grant or deny a permit application. See Swanson v. City of Bloomington, 421 N.W.2d 307,
313 (Minn. 1988); Hurrle, 594 N.W.2d at 251. Here, the County did not rely on the simple
existence of public opposition, but on members’ concrete evidence that the proposed tower
would not fit the rural character of the surrounding area and was unnecessary because of
the existing towers.
ORDER
Therefore, based on the foregoing, and on all the files, records, and proceedings
herein, IT IS ORDERED THAT:
1. 	Plaintiff Tillman Infrastructure LLC’s Motion for Summary Judgment on the
Administrative Record [ECF No. 27] is DENIED.
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2. 	Defendant Stearns County’s Cross Motion for Summary Judgment [ECF No.
31] is GRANTED.
LET JUDGMENT BE ENTERED ACCORDINGLY.
Dated: March 31, 2026 	s/ Eric C. Tostrud
Eric C. Tostrud
United States District Court
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