The Minnesota Supreme Court decided two unrelated disputes about the enforcement of employment contracts within the space of thirty days this summer. Both decisions allowed the employee to elude, at least temporarily, the plain language of a contractual obligation. An employee who failed to timely return his employer’s property after leaving the company was allowed to seek a contractual payment of funds from the company, even though his employment agreement stated that failure to timely return the property allowed the employer to cancel the payment. Capistrant v. Lifetouch Nat. Sch. Studios, Inc., no. A16-1829 (July 25, 2018). An employee who left his employer to work for a competitor avoided an injunction against him continuing to work for the competitor, even though his employment contract stated that the employer was entitled to an injunction if he left the company work for a competitor. St. Jude Med., Inc. v. Carter, no. A16-2015 (June 27, 2018). This pair of decisions is educational on at least three levels. In general terms, the pair highlights the quandary of attempting to apply contractual obligations to the real world. As legal doctrine, the pair expressly resolves some basic questions of Minnesota contract law. Finally, the pair emphasize that an employer must show actual, not speculative, damage caused by the employee if the employer wishes to enforce a harsh term of the agreement against the employee.
An elementary principle of litigation is keeping an eye on the elements. A federal appellate court decided in August that the federal mail and wire fraud statutes allow a defendant to be convicted for engaging in a “scheme to defraud” even if the defendant’s deceptive statements were made to different people than the victims who actually lost their money. The defendant had argued that the conduct he was accused of engaging in – lying to banks and credit card processors about unauthorized credit card charges, and using unauthorized credit card charges to obtain money from customers – was not wire fraud because he lied to different people than he stole from. The court’s decision to reject the I-stole-from-her-but-lied-to-him defense may seem obvious, but it’s a little more complicated than it looks. The reason requires an understanding of the legal principle of “elements.”
The Minnesota Court of Appeals, in an unpublished decision, recently confirmed that a corporate officer is entitled to indemnification for her attorneys’ fees in defending allegations of corporate misconduct for her personal benefit. The underlying message: if you sue your business partner for taking money from the company, she may nevertheless get her legal fees paid by the company. The parties in Dodge v. Stack were the two co-owners of a mental health clinic, each of whom received income from the company based in part on their respective provision of clinical services. Ultimately, they had a dispute about how the income should be allocated, and that dispute ended up in court. The details of who was to get paid what in that dispute will have no impact outside the confines of the suit itself. But other potential litigants should pay attention to what the Court of Appeals said about a corporation’s duty to indemnify its officers’ attorneys fees. The lower court in Dodge denied the victorious shareholder’s request for payment of her attorney’s fees. She had requested those fees under Minnesota’s corporate indemnification statute, Minn. Stat. section 302A.521, subd. 2(a), which provides that a corporation must indemnify a corporate officer or director who is made party to a proceeding by reason of her official capacity with the corporation. The lower court held that the victorious shareholder had incurred fees “on behalf of her as [an] individual and not in her capacity as an officer or shareholder of [the company].” This ruling appears reasonable, since the dispute was about the amount of personal benefits she took from the company. But not so fast, said the Court of Appeals. The higher court noted that everything she allegedly did wrong — from paying herself excessive funds, to failing to properly document expenditures, to managing the …
In a dispute over whether a defendant could claim immunity from being sued, the Minnesota Supreme Court recently relied upon a principle of grammar to determine the meaning of the word “or” in the applicable statute. The Court deployed the terms “conjunctively” and “disjunctively” to explain its decision, and the cases cited in the Court’s opinion show that legal disputes concerning the meaning of “or” arise with some frequency — which means “conjunctively” and “disjunctively” are apt to recur as well. What, exactly, do these grammar terms mean?
The Minnesota Supreme Court ruled on April 6, 2016, that a parishioner could not sue her former church and pastors for defamation in statements made within church disciplinary proceedings to excommunicate the parishioner from the church. The explosive mix of high-profile issues present in the case obscures a smaller technical point which may prove crucial in a completely different context when some future litigant advances an abstention argument.