Medtronic Sofamor Danek, Inc. v. Patrick B. Gannon
Opinion
Patrick Gannon appeals the grant of a motion to remand filed by his former employer, Medtronic Sofamor Danek, Inc., Medtronic Sofamor Danek USA, Inc., and Medtronic, Inc. (collectively, "Medtronic"). The district court 1 held that Gannon waived his right to remove the case to federal court because the employment contract he signed contained an enforceable forum selection clause. We affirm.
I.
On March 2, 2015, Gannon signed an Offer Letter, an Employee Agreement, and a Repayment Agreement. He does not dispute that he signed these documents at the same time to form an employment relationship with Medtronic.
The Offer Letter is a "formal offer of employment at Medtronic." By signing it, Gannon "ACCEPT[ED] THIS OFFER OF EMPLOYMENT" and agreed to the terms set forth in it. The Offer Letter includes basic information about Gannon's employment, including his start date, compensation structure, vacation time, and training. It is also expressly "contingent upon [Gannon] signing the attached Employee Agreement and the Sales Guarantee Repayment Agreement."
The Employee Agreement deals with things like confidentiality, proprietary inventions, and restrictions on competition. It also includes a forum selection clause. That clause says that disputes "arising out of or related to this Agreement" must be litigated in Minnesota state court and that Gannon "irrevocably consents to the personal jurisdiction of the state courts in the State of Minnesota for the purposes of any action arising out of or related to this Agreement." The Employee Agreement does not address "compensation, benefits, and other financial terms and conditions," which it says are "set forth in separate documents provided to [Gannon]." In a section entitled "Prior Agreements," the Employee Agreement says that nothing in it "affects any term or provision of any MEDTRONIC compensation or benefit plan or any agreements related thereto."
The one-page Repayment Agreement states that Medtronic and Gannon "wish to enter into an ... employment relationship." Medtronic agreed to pay Gannon $900,000 over a three-year "Guarantee Period," but "if [Gannon] voluntarily terminates from Medtronic during the Guarantee Period or within one year after the end of the Guarantee Period, [he] must pay back to Medtronic the difference between" his earned commissions and payments received. The Offer Letter also describes the Guarantee Period and summarizes the condition of repayment should Gannon terminate his employment during this period. The Repayment Agreement does not include a forum selection clause.
In late 2016, Gannon left Medtronic. Medtronic sued him in Minnesota state court, alleging that he left during the Guarantee Period and failed to repay Medtronic pursuant to the Repayment Agreement. Gannon removed the action to federal court under
II.
We review a district court's grant of a motion to remand
de novo
.
See
Faltermeier v. FCA US LLC
,
The parties do not dispute that Minnesota law applies to the interpretation of the Employee Agreement, Repayment Agreement, and Offer Letter. They also do not dispute that the forum selection clause in the Employee Agreement is clear and unequivocal. But they disagree about whether the forum selection clause applies to the present dispute, which arises from the Repayment Agreement. Gannon argues that the forum selection clause does not apply to the Repayment Agreement because it is a separate contract from the Employee Agreement. But even if they are parts of the same contract, he claims that language in the Employee Agreement precludes application of its forum selection clause to the Repayment Agreement.
A.
As an initial matter, Gannon asserts that a party may waive its right to remove an action for breach of contract only if the contract from which the action arose contains a clear and unequivocal forum selection clause.
See, e.g.
,
City of New Orleans v. Municipal Admin. Servs.
,
But the Employment Agreement and Repayment Agreement are not separate contracts. Under Minnesota law, "instruments executed at the same time, for the same purpose, and in the course of the same transaction are, in the eyes of the law, one instrument and will be read and
construed together unless the parties stipulate otherwise."
Marso v. Mankato Clinic, Ltd.
,
The Employee Agreement, Repayment Agreement, and Offer Letter were executed simultaneously, and the circumstances surrounding their execution indicate that they should be treated as a single contract. The Offer Letter constitutes a "formal offer of employment" and is contingent upon Gannon's execution of the Employee Agreement and Repayment Agreement, strong indications that all three documents are part of the same transaction and were executed for the same purpose of forming an employment relationship.
See
Boston Scientific Corp. v. Kiland
, No. 10-4053,
Gannon also contends that the Employee Agreement and Repayment Agreement are separate contracts because they do not expressly incorporate each other. But Minnesota courts do not require that separate agreements incorporate each other to be considered parts of the same contract.
Marso
,
For these reasons, we hold that the Offer Letter, Employee Agreement, and Repayment Agreement are parts of a single contract.
B.
We next address Gannon's argument that language in the Employee Agreement precludes application of its forum selection clause to this action. The forum selection clause says that disputes "arising out of or related to this Agreement" must be litigated in Minnesota state court. Gannon contends that the clause is, at the very least, ambiguous whether it extends to claims arising from the Repayment Agreement, and we should therefore construe it against its drafter, Medtronic.
See
Hilligoss v. Cargill, Inc.
,
When analyzing the forum selection clause, we must "avoid an interpretation that renders a clause meaningless."
See
Fortune Funding, LLC v. Ceridian Corp.
,
Gannon also relies on the "Prior Agreements" section of the Employee Agreement, which says that "nothing in [the Employee Agreement] affects any term or provision of any MEDTRONIC compensation or benefit plan or any agreements related thereto." He argues that application of the forum selection clause violates the "Prior Agreements" section because doing so "affects" the Repayment Agreement. But under Minnesota law, "the specific in a writing governs over the general," and therefore the "Prior Agreements" section cannot supersede the forum selection clause, which is specific to the question of proper venue in this case.
See
Burgi v. Eckes
,
III.
We conclude that the Employee Agreement contains a clear and unequivocal forum selection clause that unambiguously encompasses the Repayment Agreement, and we affirm the district court's grant of Medtronic's motion to remand.
The Honorable Susan Richard Nelson, United States District Judge for the District of Minnesota.
Reference
- Full Case Name
- MEDTRONIC SOFAMOR DANEK, INC.; Medtronic Sofamor Danek USA, Inc.; Medtronic, Inc., Plaintiffs - Appellees v. Patrick B. GANNON, Defendant - Appellant
- Cited By
- 3 cases
- Status
- Published