Ruling in Michael Joyner v. Mayo Clinic Lawsuit On July 1, 2024
Ruling in Michael Joyner v. Mayo Clinic Lawsuit On July 1, 2024
Ruling in Michael Joyner v. Mayo Clinic Lawsuit On July 1, 2024
Defendants.
to Dismiss. Plaintiff was represented by Kellie J. Miller, Esq., of Allen Harris PLLC.
Defendants were represented by Ryan E. Mick, Esq., of Dorsey & Whitney LLP.
The Court, based upon all of the files, records, and proceedings herein, and
otherwise being fully advised in the matter, hereby makes the following:
ORDER
Procedure.
BY THE COURT:
Wallace,
Katherine
2024.07.01
____________________________
10:44:50 -05'00'
Kathy M. Wallace
Judge of District Court
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MEMORANDUM
PROCEDURAL HISTORY
Violation of the Minnesota Whistleblower Act against Defendant Mayo Clinic, and
Farrugia and Dr. Carlos Mantilla. On November 27, 2023, parties filed a stipulation
which amended the case caption and also provided Defendants with extended time to
Dismiss the Breach of Contract, Promissory Estoppel, and Tortious Interference with
Contract claims (Counts I, II, and V). On January 8, 2024, Plaintiff filed an Amended
Complaint. On January 22, 2024, Defendants filed a Partial Motion to Dismiss the
promissory estoppel, and tortious interference with contract claims (Counts I, II, and
V) on the grounds that the policies cited in Plaintiff’s Complaint do not meet the legal
definition of contracts or promises, that Defendant Mayo Clinic did not violate these
policies, that as the policies were not contracts there could be no tortious interference
with the policies, and that Defendants cannot tortiously interfere with their own
interference with contract claim, Defendants Dr. Gianrico Farrugia and Dr. Carlos
Mantilla should also be dismissed, as Count V is the only claim made against these
two Defendants. On February 12, 2024, the Court issued a Scheduling Order. On
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Partial Motion to Dismiss, arguing that Defendant Mayo Clinic’s policies create
enforceable contractual obligations, that Plaintiff has alleged sufficient facts for the
contains allegations of malice against Defendants Dr. Gianrico Farrugia and Dr.
Dismiss the Amended Complaint on April 1, 2024, arguing that Defendant Mayo
Clinic’s policies at issue are not enforceable unilateral contracts, that Defendant
Mayo Clinic did not violate said policies, that Plaintiff’s claims regarding tenure do
not alter the analysis of Defendant Mayo Clinic’s policies, and that a claim for tortious
On April 8, 2024, a Motion Hearing was held during which parties’ counsel
presented argument on Defendants’ Partial Motion to Dismiss. The Court took the
FACTUAL BACKGROUND
at Defendant Mayo Clinic’s College of Medicine and Science. The Mayo Clinic College
of Medicine and Science is the educational division of Mayo Clinic, with a primary
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is Defendant Mayo Clinic’s President and Chief Executive Officer, as well as the
Chair of the Mayo Clinic Board of Governors. Defendant Dr. Carlos Mantilla is the
internal website accessible to Mayo Clinic employees, which contains Mayo Clinic
policies and procedures. Contained in the Policy Library are the Freedom of
Expression and Academic Freedom Policy, the Anti-Retaliation Policy, and the
all learners and faculty when engaged in educational activities within the Mayo
Clinic College of Medicine and Science.” Id. The Policy applies to Plaintiff given his
employment as a faculty member of the Mayo Clinic College of Medicine and Science.
retaliatory situations.” Exhibit D. The stated purpose for the Anti-Retaliation Policy
violations or other wrongdoings including, but not limited to, privacy, revenue,
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finance, research, quality of care, patient safety, and employment related concerns.”
Id. This Policy applies to Plaintiff given his employment at Defendant Mayo Clinic
and alleged reporting of Mayo Clinic policy violations and other wrongdoing. The
voting staff (as defined by Human Resources) when appealing an adverse action.”
Exhibit B. The stated purpose for the Appeals Procedure Policy is “[t]o provide the
steps for bringing an appeal to an adverse action.” Id. This policy applies to Plaintiff
given his employment appointment level at Mayo Clinic and his appeal of the
Plaintiff has been employed by Defendant Mayo Clinic since 1992, upon
completing his medical residency and research training at Mayo Clinic. In 1996,
Plaintiff was promoted to the status of Consultant, after which Plaintiff was asked to
sign a non-compete agreement should Plaintiff leave his employment at Mayo Clinic.
Plaintiff signed this non-compete agreement. In 2002, Plaintiff was promoted to the
COVID-19 patients and was the Principal Investigator with the United States
Program” or “CPP”).
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During the COVID-19 pandemic, Plaintiff worked his normal duties as a Mayo
hours a day, seven days a week, for months. Plaintiff received no additional
compensation for his work on the CPP. Defendant Mayo Clinic was looking to create
a for-profit business venture out of the CPP, and as Principal Investigator for the
CPP, Plaintiff was engaged in discussions with Mayo Clinic leaders about this
potential new business. Defendant Dr. Farrugia requested that Plaintiff work with
Mayo Clinic executives to develop a business plan, which involved Plaintiff taking on
additional new duties, along with his ongoing work as a Mayo Clinic faculty member
compensation as a result of taking on the new duties. Plaintiff alleges that Defendant
to quit the CPP. Plaintiff further alleges that Dr. Farrugia then falsely claimed
Plaintiff threatened to quit the CPP unless he received an up-front seven figure
payment, despite Dr. Farrugia’s knowledge that this statement was false.
Plaintiff alleges retaliatory action on the part of Defendant Dr. Farrugia based
information of Mayo Clinic patients. In 2020, Defendant Mayo Clinic and MITRE
representative began attending meetings regarding the CPP, which Plaintiff also
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obtain protected health information from Mayo Clinic patients, Plaintiff expressed
concerns about MITRE’s actions and possible violations of federal and state law.
Plaintiff reported these concerns to Dr. R. Scott Wright, Chairman of the Mayo Clinic
against Plaintiff, alleging Plaintiff threated to quit the CPP if he was not issued a
seven-figure up-front payment. Dr. Farrugia further claimed that Plaintiff had acted
reprimand. Plaintiff appealed this disciplinary action, and his appeal was denied.
Believing that the disciplinary action originated from retaliation for both
Plaintiff’s request for additional compensation and Plaintiff’s reporting about MITRE
between MITRE and Defendant Mayo Clinic, Plaintiff filed an internal retaliation
complaint resulted in Plaintiff receiving a reprimand from Dr. Chet Rihal, wherein
Dr. Rihal rebuked Plaintiff for Plaintiff’s alleged lack of professionalism in filing the
retaliation complaint.
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slides for a high-profile presentation about convalescent plasma just prior to the
presentation. These edits were made by Defendant Dr. Farrugia despite the
requirement that Plaintiff obtain prior approval from the Biomedical Advanced
interview with the New York Times. This interview had received prior approval from
Mayo Clinic Public Affairs. The interview discussed the role of testosterone and
athletic performance. In the published interview, Plaintiff stated that with regards
in two interviews with CNN, one in November 2022 and a follow-up in January 2023,
patients. On January 12, 2023, CNN published the article from these interviews. In
the article, Plaintiff described the National Institutes of Health approval process as
“bureaucratic rope-a-dope” and called “the agency’s guidelines a ‘wet blanket’ that
discourages doctors from trying convalescent plasma.” The same day the article was
Dr. Mantilla thanked Plaintiff for the “amazing impact” of the article.
On January 13, 2023, Plaintiff received an email directing him to meet with
Mayo Clinic Human Resources representative Amber Manning and Defendant Dr.
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Mantilla. Plaintiff was out of town at a conference on that date, so the meeting was
scheduled for January 16, 2023, after Plaintiff had returned to Rochester. During the
meeting on January 16, Ms. Manning and Dr. Mantilla expressed disapproval of
Plaintiff’s statements made in the CNN article. After receiving no follow up from the
January 16 meeting, Plaintiff emailed Ms. Manning and Dr. Mantilla on February
10, 2023, stating, “I am hoping the CNN issue is closed.” Plaintiff received a reply
from Dr. Mantilla that “[i]t has taken longer than expected to meet with the various
folks on the CNN article front. There is more to follow.” Plaintiff had a meeting with
Dr. Mantilla on February 11, 2023, during which Plaintiff was informed that the
January 16, 2023 meeting was the beginning of a formal disciplinary process against
Plaintiff. Plaintiff had his annual review with Dr. Mantilla in early March 2023,
during which Dr. Mantilla gave Plaintiff the highest possible marks on categories
related to collegiality and professionalism. During the annual review, Dr. Mantilla
statements.
On March 13, 2023, Plaintiff received a Final Written Warning letter from Dr.
Mantilla, dated March 5, 2023, in which Plaintiff was cited for a “negative and
unprofessional pattern of behavior exhibited by you for some time.” The letter also
his “tone as unpleasant and having a ‘bullying’ quality to it.” The letter also cited
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Final Written Warning letter stated that Plaintiff’s actions had violated Mayo Clinic
policies, including the Media Policy, Mayo Clinic Values Policy, Model of
Plaintiff was further directed to “discuss approved topics only,” “stick to prescribed
messaging,” and “eliminate the use of idiomatic language.” Plaintiff was also required
to receive approval from Mayo Clinic Public Affairs for future media requests and to
is denied. Plaintiff was informed in the letter that “[t]hese behavior changes must be
On May 1, 2023, Plaintiff informed Defendant Mayo Clinic that he had received
interview requests regarding his research, but was prohibited from granting these
requests due to the requirement that Plaintiff receive prior approval from Mayo
Clinic Public Affairs for any interview requests Plaintiff received. Plaintiff sought
Mayo Clinic’s Academic Freedom Policy. In response, Plaintiff was questioned about
Academic Freedom Policy. Plaintiff then sent his academic qualifications and list of
his educational activities to Defendant Mayo Clinic on May 3, 2023, and requested
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Defendant Mayo Clinic did not confirm that the Policy applied to Plaintiff, so Plaintiff
Policy to himself and expressing concern about the restrictions stated in the Final
Written Warning. On May 26, 2023, Dr. Helena Gazelka, the head of Mayo Clinic
requirements stated in the Final Written Warning letter, requiring that Plaintiff
receive prior approval for interviews, and limiting Plaintiff’s communications with
communications.
On April 14, 2023, Plaintiff appealed the discipline enumerated in the Final
Written Warning letter. In preparation for this appeal, Plaintiff requested his
personnel record from Mayo Clinic Human Resources on March 12, 2023. After not
receiving his personnel record, Plaintiff followed up on his request on March 27, 2023.
Plaintiff then received his personnel record. Plaintiff’s personnel record contained no
as cited in the Final Written Warning. Plaintiff claims his personnel file was
other documentation.
Defendant Mayo Clinic confirmed receipt of Plaintiff’s appeal on April 15, 2023,
reiterating that Mayo Clinic policies provide for a sixty-day timeline for the appeal.
Mayo Clinic’s response indicated that “the goal [was] to have an appeal decision by
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June 15, 2023, or sooner.” On May 8, 2023, Steffany Guidinger of Mayo Clinic Human
Resources contacted Plaintiff to inform him of the name of the designee for Plaintiff’s
appeal, the names of the members on Plaintiff’s appeal panel, as well as Ms.
process.” Ms. Guidinger asked Plaintiff if there were any conflicts with the appeal
panel members and if so, what the conflict was. Plaintiff responded with concerns
about one of the members of the appeal committee, given that member’s close
personal and professional ties to Defendant Dr. Farrugia. Plaintiff raised these
concerns given Dr. Farrugia’s prominent role in the substance of Plaintiff’s appeal.
The appeals panel member was to make the determination themself regarding
whether there was a conflict of interest which would affect the panel member’s ability
to be impartial for Plaintiff’s appeal. The appeals panel member denied any conflict
Plaintiff also sought access to any materials the appeals panel would use in
making a determination on Plaintiff’s appeal and asked Ms. Guidinger for such
contacted Dr. John Caviness, Chair of the Mayo Clinic Personnel Committee, and
designee for Plaintiff’s appeal, regarding Plaintiff’s concerns about not receiving
materials the appeals panel would be considering in deciding Plaintiff’s appeal. Dr.
concerns as those concerns “are in the purview of the appeals committee, per policy.”
On June 6, 2023, Ms. Guidinger provided Plaintiff a July 20, 2023 meeting date
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for Plaintiff’s appeal hearing. Plaintiff immediately responded that he had a conflict
with the appeal date and was also concerned that the date was outside the sixty-day
timeline for the appeal process as stated in Mayo Clinic’s policies. Plaintiff also
reiterated his request for all materials the appeals panel would consider in deciding
Plaintiff’s appeal. Ms. Guidinger replied that the July 20 date was the earliest
possible date that could be scheduled. On June 7, 2023, several media outlets reported
on the discipline Plaintiff received. Plaintiff’s appeal hearing was then scheduled for
June 27, 2023. Prior to the hearing, on June 16, 2023, Dr. Helena Gazelka, the head
of Mayo Clinic Public Affairs, circulated an internal memo regarding the media
reports on Plaintiff’s disciplinary matters. On June 23, 2023, Plaintiff sent an email
to Ms. Guidinger and the appeal panel members to forward letters of support and
communicate about the lack of documentation Plaintiff had received supporting Mayo
email by confirming receipt of the email and the documentation attached to Plaintiff’s
email.
On June 27, 2023, Plaintiff’s appeal hearing was held. During the hearing, Ms.
Guidinger questioned Plaintiff regarding Plaintiff’s 2015 op-ed in the New York
Times. Appeal panel members questioned Plaintiff about the discipline he received in
2020. The appeal panel also alleged that Plaintiff acted in an intimidating manner
towards some Mayo Clinic Public Affairs staff members. Ms. Guidinger informed
Plaintiff that the appeal decision could take time as there were 500 pages of material
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for the appeals panel to review. Despite Plaintiff’s requests for the material, Plaintiff
had not received access to the entire 500 pages of material for the appeals panel to
review. Mayo Clinic only provided Plaintiff with the Final Warning Letter and his
personnel file, which Plaintiff claims was lacking any documentation to support the
claims made in the 2023 disciplinary proceeding and was also otherwise incomplete.
After the appeal hearing, Plaintiff emailed Ms. Guidinger and the appeal panel
regarding the 500 pages of materials the appeal panel would be reviewing and the
fact that Plaintiff had not been given access to this material despite repeatedly
requesting it. Dr. John Caviness, Chair of the Mayo Clinic Personnel Committee, and
designee for Plaintiff’s appeal, replied to Plaintiff, informing him that Plaintiff’s
communications should be sent to Dr. Caviness, not to the panel members. Plaintiff
had not previously been informed to refrain from communicating with the appeal
panel members. Furthermore, Dr. Caviness previously told Plaintiff that it would be
inappropriate for Dr. Caviness to address Plaintiff’s concerns about not receiving the
materials the appeals panel would be reviewing, as those issues were “in the purview
of the appeals committee, per policy.” Plaintiff was then characterized by Mayo Clinic
attorney Joe Copa as attempting to improperly influence the appeals panel through
On July 19, 2023, Defendant Mayo Clinic rejected Plaintiff’s appeal and added
unprofessional behavior” in issuing its decision. The appeals panel listed twelve “Key
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Findings,” the majority of which related to events in 2020. The appeals panel
specifically stated that Plaintiff “was not disciplined for the May 2022 ‘800-pound
gorilla’ quote” published in the New York Times, but was disciplined for not
coordinating his 2023 CNN interview through Mayo Clinic. The appeals panel also
cited Plaintiff’s statements made to CNN regarding the NIH and convalescent plasma
as being a “venting of personal frustration with the NIH in a manner that was
behavior towards external patterns that was previously mentioned in the first Final
Written Warning in 2020.” The appeals panel indicated that it was “troubled” by an
concerns about Plaintiff’s academic freedom. The appeals panel categorized Plaintiff’s
academic freedom concerns as a “threat.” The appeals panel also cited 2023
behavior.
On July 27, 2023, Defendant Mayo Clinic added an addendum to the appeal
letter by Defendant Dr. Mantilla. The addendum upheld the discipline outlined in the
Final Written Warning, thereby continuing the requirements that Plaintiff receive
prior approval in granting media interviews and refrain from communicating with
The addendum also stated that Plaintiff was subject to further discipline “including
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reputation, reducing Plaintiff’s ability to advance and discuss his research, causing
financial penalties to Plaintiff through lost wages, exclusion from pay raises, and
distress.
LEGAL ANALYSIS
Under Minnesota Rule of Civil Procedure 12.02(e), a party may file a motion
to dismiss for the plaintiff’s failure to state a claim upon which relief can be granted.
Minn. R. Civ. P. 12.02(e). A motion brought under Minnesota Rule of Civil Procedure
12.02(e) “raises the single question of whether the complaint states a claim upon
which relief can be granted.” Martens v. Minnesota Min. & Mfg. Co., 616 N.W.2d 732,
739 (Minn. 2000). A plaintiff need only make a minimal showing and “allege sufficient
facts to state a claim” to survive a motion to dismiss under Minn. R. Civ. P. 12.02(e).
Noske v. Friedberg, 670 N.W.2d 740, 742 (Minn. 2003). The Court “must treat the
allegations in the complaint as true,” Wiegand v. Walser Auto. Groups, Inc., 683
N.W.2d 807, 811 (Minn. 2004) (citing Northern States Power Co. v. Franklin, 122
N.W.2d 26, 29 (Minn. 1963)), though “it is immaterial whether or not the plaintiff can
prove the facts alleged.” Martens, 616 N.W. 2d at 739. Additionally, the Court is to
“give the nonmoving party the benefit of all favorable inferences.” Krueger v. Zeman
Const. Co., 781 N.W.2d 858, 861 (Minn. 2010) (citing Bodah v. Lakeville Motor
Express, Inc., 663 N.W.2d 550, 553 (Minn. 2003)). However, the Court is “not bound
by legal conclusions in the complaint.” Forslund v. State, 924 N.W.2d 25, 33 (Minn.
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Ct. App. 2019) (citation omitted). A dismissal under Minnesota Rule of Civil
Procedure 12.02(e) will not be granted “‘if it is possible on any evidence which might
be produced, consistent with the pleader’s theory, to grant the relief demanded.’”
The three elements of a breach of contract claim are: “(a) the formation of the
contract; (b) performance by the plaintiff of any conditions precedent to his right to
Briggs. Transp. Co. v. Ranzenberger, 217 N.W.2d 198, 200 (Minn. 1974). Therefore, a
determination of whether a contract existed. Pine River State Bank v. Mettille, 333
N.W.2d 622, 630 (Minn. 1983). While an employer’s written policy or provision in an
contract,” such policies or provisions must “meet the requirements for formation of a
questions: “1) did the employer make an offer definite in form; 2) did the employer
communicate that offer to the employee; 3) did the employee accept the offer; and 4)
did the employee furnish consideration.” Martens, 616 N.W.2d at 742 (citing Pine
could result, the analysis begins with whether the provision, statement, or policy
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333 N.W.2d at 630; Hunt v. IBM Mid Am. Emps. Fed. Credit Union, 384 N.W.2d 853,
856-57 (Minn. 1986); Martens, 616 N.W.2d at 742. The policy, provision, or statement
must contain “language that is sufficiently definite for a court to discern with
specificity what the provision requires of the employer so that if the employer's
616 N.W.2d at 742. In other words, “[t]o decide whether a contract has been breached,
a fact-finder needs reasonably definite terms to interpret and apply.” Hunt, 384
N.W.2d at 857.
general statements of policy which “do not meet the contractual requirements for an
offer.” Pine River, 333 N.W.2d at 626. Furthermore, vague language “falls far short
of the specificity necessary for a contractual offer.” Hunt, 384 N.W.2d at 857. Factors
an offer include language that is sufficiently definite and “language that lays out clear
and specific procedures that employees may follow.” Hall v. City of Plainview, 954
N.W.2d 254, 261 (Minn. 2021) (citing Lewis v. Equitable Life Assur. Soc’y of the U.S.,
389 N.W.2d 876, 883 (Minn. 1986)). Additionally, the Minnesota Supreme Court has
found “that the basis for a unilateral contract without additional consideration can
relate to such matters as bonuses, severance pay or commission rates as well as ‘job
security provisions,’” Martens, 616 N.W.2d at 741 (quoting Pine River, 333 N.W.2d at
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628-29), making policies and provisions regarding these matters more likely to be
construed as an offer for a unilateral contract. Courts also look to the “outward
whether a policy, provision, or statement was intended to be an offer. Pine River, 333
N.W.2d at 626 (citing Cederstrand v. Lutheran Bhd., 117 N.W.2d 213, 221 (Minn.
1962)). The question of whether a unilateral offer has been made “is a question of law
employees may comprehend and take advantage of the city’s PTO program.” Hall,
954 N.W.2d at 262. The PTO policy provided over one page of details including
instructions, and procedures regarding accruing, using, and rolling over PTO. Id. As
a result, this PTO policy contained “terms [that] are sufficiently definite for a court
to discern with specificity what the provisions require of the City and determine
whether there was a breach.” Id. In Pine River, a “Disciplinary Policy” contained in
violated company policy. Pine River, 333 N.W.2d at 630. The handbook policy
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employee will be discharged without previous warning and a period in which to bring
U.S., 389 N.W.2d 876, 883 (Minn. 1986). The Court found that this language “clearly
limits the right to freely dismiss employees and plainly states that in certain
prior to dismissal.” Id. This language was found to be “definite enough to permit a
jury to conclude that plaintiffs received certain contractual rights.” Id. Therefore,
definite enough for a jury to determine whether the benefit or right in that provision
or policy has been breached has been found to be an offer for a unilateral contract.
employer is binding.” Pine River, 333 N.W.2d at 630. Even within a single employee
contracts while other statements may be mere general or vague statements of policy.
Hall v. City of Plainview, 954 N.W.2d 254, 261 (Minn. 2021) (citations omitted). In
Pine River, while the job termination procedures listed in the employee handbook
handbook language in the job security section was considered “a general statement
of policy” and not an offer of a unilateral contract. Pine River, 333 N.W.2d at 630. An
specific disciplinary procedure nor the grant of certain rights before job termination
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was found to lack the specificity necessary to make the statements an offer of a
unilateral contract. Michaelson v. Minnesota Min. & Mfg. Co., 474 N.W.2d 174, 180
(Minn. Ct. App. 1991), aff'd, 479 N.W.2d 58 (Minn. 1992). Language that “fails to
lacking in “the specificity necessary for a contractual offer.” Hunt v. IBM Mid Am.
Employees Fed. Credit Union, 384 N.W.2d 853, 857 (Minn. 1986). The vague language
in this employee manual was such that “[i]f this case were to go to trial, a jury would
literally be asked to draft new contractual terms . . . . [and t]he jury, then, rather
than the employer would decide what offenses are serious enough to merit discharge.”
jury to make compensation and promotion decisions.” Martens v. Minnesota Min. &
Mfg. Co., 616 N.W.2d 732, 743-44 (Minn. 2000). The descriptions of the dual ladder
employees and . . . too vague and indefinite to constitute a unilateral offer.” Id. at 744.
language from which a fact-finder could interpret and apply the terms contained
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unilateral contract.
unilateral contract, the analysis then shifts to an examination of whether the offer
was communicated to the employee, whether the employee accepted the offer, and
whether the employee provided consideration for the contract. Id. at 742 (citing Pine
River, 333 N.W.2d at 626-27). In looking at the communication of the offer, “[a]n
Given these costs, an employer . . . may prefer not to write a separate contract with
each individual employee.” Pine River, 333 N.W.2d at 627. Therefore, language in an
or modify its existing contract with all employees covered by the handbook.” Id. at
communicated to employees. Tobias v. Montgomery Ward and Co., Inc., 362 N.W.2d
380, 381-382 (Minn. 1985); Cederstrand v. Lutheran Brotherhood, 117 N.W.2d 213,
222 (Minn. 1962). Therefore, there must be a dissemination of the offer, whether in a
employee.
Once an offer for a unilateral contract has been made and communicated to an
employee, the employee must both accept the offer and furnish consideration for that
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offer. Martens, 616 N.W.2d 742 (citing Pine River, 333 N.W.2d at 626-27). Acceptance
of a unilateral offer contained in an employee handbook or policy has been found when
Pine River, 333 N.W.2d at 627. The employee has accepted the offer of a unilateral
contract upon knowing of the contract and continuing in employment after obtaining
consideration in that “by continuing to stay on the job, although free to leave, the
employee supplies the necessary consideration for the offer.” Id. As a result, once an
employee has both accepted the offer and furnished consideration for the contract.
none exists in fact.” Grouse v. Group Health Plan, Inc., 306 N.W.2d 114, 116 (Minn.
1981) (citation omitted). The elements of a promissory estoppel claim include “proof
that 1) a clear and definite promise was made, 2) the promisor intended to induce
reliance and the promisee in fact relied to his or her detriment, and 3) the promise
omitted). In determining the existence of a clear and definite promise, the Court looks
the part of the promisee.” Id. (citation omitted). In situations where the Court “take[s]
the facts alleged in the complaint as true for the purposes of Rule 12.02(e) review,
whether they rise to the level of promissory estoppel presents a question of law.” Id.
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(citations omitted).
the existence of a contract; (2) the alleged wrongdoer’s knowledge of the contract; (3)
[the alleged wrongdoer’s] procurement of its breach; (4) without justification; and (5)
damages resulting therefrom.” Bouten v. Richard Miller Homes, Inc., 321 N.W.2d 895,
900 (Minn. 1982) (citing Royal Realty Co. v. Levin, 69 N.W.2d 667, 671 (Minn. 1955)).
Generally, “a party cannot interfere with its own contract.” Nordling v. Northern
States Power Co., 478 N.W.2d 498, 505 (Minn. 1991) (citing Bouten, 321 N.W.2d at
acting pursuant to [their] company duties,” the claim should be brought against the
company or corporation, not against the officer or agent. Id. However, “[a] corporate
officer or agent may be liable for tortious contract interference if he or she acts outside
the scope of his or her duties.” Id. at 506 (citing Bouten, 321 N.W.2d at 900-01). In
determining whether a corporate officer or agent was acting outside the scope of their
duties, “[w]hile motive or malice is only one factor to consider . . . it can be the critical
factor.” Id. (citation omitted). Any privilege a corporate officer, agent, or employee
may have in breaching another’s employment contract while acting within the scope
of their duties “may be lost . . . if the defendant’s actions are predominantly motivated
by malice and bad faith, that is by personal ill-will, spite, hostility, or a deliberate
intent to harm the plaintiff employee.” Id. at 507 (citation omitted). It is the plaintiff’s
burden to prove a defendant acted with actual malice for a claim of tortious
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Policy (“Academic Freedom Policy” or “Policy”) does not contain language with enough
Academic Freedom Policy demonstrates that the Policy is a general policy statement
The Policy begins with three separate statements regarding Defendant Mayo
Clinic’s commitment to the free discussion of ideas, academic freedom, and freedom
procedures or rights of employees. These three statements are nothing more than
general policy statements. The Policy then continues by explaining that “freedom of
explains that one of the responsibilities is mutual respect, which is not defined.
Rather, mutual respect is stated as “a fundamental principle of Mayo Clinic and all
an environment of civility.” Id. The Policy does not define what constitutes an
“environment of civility” nor how employees are expected to cultivate and maintain
an environment of civility. The Policy then states that “learners and faculty have the
responsibility to make clear when speaking on behalf of oneself, not the institution.”
Id. The Policy does not explain during which situations learners and faculty would be
speaking on their own behalf versus speaking on behalf of Mayo Clinic. The Policy
also fails to elaborate how learners and faculty should make it clear they are speaking
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on their own behalf and what consequences, if any, there may be for a failure to make
this clear. The Policy provides no clear or definite procedure to follow nor are
The Policy then continues with some general limitations on the freedom of
expression and academic freedom. The Policy states that “harassment in any form,
as defined by Mayo policies” is prohibited. Id. The Policy then provides that any
expression “otherwise directly incompatible with Mayo Clinic values and policies”
may be restricted. Id. It is unclear what Mayo Clinic values and policies are and in
which situations an expression would be incompatible with these values and policies.
This vague and ambiguous statement does not meet a level of definiteness or
specificity for this language to be an offer for a contract. This statement is followed
by another general and ambiguous statement stating, “Each faculty member has the
right to teach in an atmosphere of free intellectual inquiry and will not be subjected
the procedure for when a faculty member feels they are not teaching in an atmosphere
others, and to acknowledge their right to express differing opinions expressed with
intellectual honesty within the limits of mutual respect.” Id. This statement is not
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of others, when an opinion is expressed with intellectual honesty, and what the limits
of mutual respect may be. There are also no stated procedures for violations of
respecting the dignity of others or procedures for claiming a differing opinion was
The lack of definiteness and specificity in this Policy can be contrasted with
the specificity and definite language regarding employee PTO found in an employee
issue contained a detailed PTO schedule, instructions for employees using PTO, and
PTO roll-over procedures. Hall v. City of Plainview, 954 N.W.2d 254, 262 (Minn.
2021). The Mayo Clinic Freedom of Expression and Academic Freedom Policy
language in this Policy is similar to that found in Hunt, where the employee manual
language was vague, lacked detailed and definite procedures, and failed to define or
give examples of terms contained within the employee manual. Thus, the vague
employee manual language was found to lack “the specificity necessary for a
contractual offer.” Hunt v. IBM Mid Am. Employees Fed. Credit Union, 384 N.W.2d
853, 857 (Minn. 1986). The Policy here similarly lacks specificity in terms of
procedures and language. There are no specific procedures to follow to cultivate and
when speaking on behalf of oneself, not the institution” is not explained nor does the
Policy contain statements regarding consequences for not making it clear when an
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employee is speaking on behalf of oneself. The Policy uses general language such as
“an atmosphere of free intellectual inquiry” and “an obligation to respect the dignity
of others,” without any explanation of what those terms encompass, any criteria for
assessing when such bounds have been exceeded, or any procedures for failure to
comply. The Policy states that employees are to acknowledge “differing opinions
expressed with intellectual honesty within the limits of mutual respect” without
expressed with intellectual honesty or one does not acknowledge the differing opinion.
There is no language that lays out clear and specific procedures that employees may
follow. The Policy contains general, broad policy statements, full of ambiguous and
vague language, without providing any specific and clear statements of employee
rights or procedures.
Given the general statements of policy and vague language in the Policy, a
fact-finder does not have clarity on when and how to apply the Policy. It is not clear
what expression is “directly incompatible with Mayo Clinic values and policies”
whereby such expression may be restricted. A fact-finder is left with the task of
ascertaining the values and policies of Mayo Clinic in order to determine whether this
Policy has been breached. A fact-finder must define the terms “respect dignity of
mutual respect” in order to determine if the Policy was violated. A fact-finder is also
left with no procedure to follow should a breach of the Policy be found. There is no
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therefore afforded additional protections under this Policy. However, the legal
examines whether the policies have created a unilateral contract by meeting all the
requirements for contract formation. Hall, 954 N.W.2d at 261 (citing Pine River, 333
policies may modify or replace a prior employment contract between parties, provided
that the handbook provisions and policies are definite in nature and communicated
to the employee. An employee who continues working after being informed of new
policies and procedures, provided that the policies and procedures are definite enough
providing consideration for the contract. Pine River, 333 N.W.2d at 626-27. Whether
an employee has tenure or its equivalent is irrelevant to the above analysis. As the
issue of whether Plaintiff’s employment is akin to tenure does not impact the Court’s
analysis of the Academic Freedom Policy, the Court is not addressing the issue of
Due to the lack of specificity in the Policy and use of vague, ambiguous, and
general statements, the Mayo Clinic Freedom of Expression and Academic Freedom
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Policy is a general statement of policy. The Policy does not contain definite language
to make the Policy an offer of a unilateral contract. As the Policy does not create a
Defendant Mayo Clinic’s alleged breach of the Freedom of Expression and Academic
Policy, the Mayo Clinic Anti-Retaliation Policy contains definite language, stating
specific situations to which the Policy applies. The Anti-Retaliation Policy also
provides a specific procedure for reporting compliance concerns. The fact that the
state and federal laws does not make the Policy a general statement of policy nor is
the Policy limited to the protections offered by state and federal law. The Policy’s
plain language provides specific, detailed procedures and the Policy applies to
broader situations than those protected by state and federal law. Based on the
to interpret and apply its terms. Therefore, the Anti-Retaliation Policy is an offer of
a unilateral contract.
law, and meeting “the highest standards of business and professional ethics.” Exhibit
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D. The policy then explains that relevant state and federal laws are provided in the
Policy Notes section of the Anti-Retaliation Policy. The Anti-Retaliation Policy next
states that “Mayo Clinic does not tolerate retaliatory behavior against any individual
who raises a compliance concern.” Id. (emphasis added). The Anti-Retaliation Policy
raising a compliance concern. The Policy defines “individual” at the end of the Policy
in the section titled “Definitions.” The Anti-Retaliation Policy then lists consequences
for violation of the Policy by stating, “Any employee, regardless of position or title,
informs employees who they can report for retaliation and who will make the
section of the Policy, where the term “retaliatory behavior” is defined. Therefore, the
Policy provides who is protected, “any individual,” in which situations they are
protected, “rais[ing] a compliance concern,” and what they are protected from,
states that not only are compliance concerns related to state or federal laws or
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programs reportable, but so are violations of “any other law or policy.” Id. The Anti-
concerns, including listing five specific methods for reporting. These specific methods
include pertinent details such as phone numbers and links to websites. The Policy
therefore not only informs employees on when and whom to report, but how to report
reporting compliance concerns, and even provides the means by which an employee
could report compliance concerns directly from the online Policy itself, via an
However, this statement merely indicates who the decisionmaker is. Human
Policy. Human Resources is to apply this definition to any alleged acts of retaliatory
retaliation has occurred by applying a definition provided in the Policy. The Policy
then states that should Human Resources decide that retaliatory behavior has
occurred, discipline will result. The mere fact that Human Resources will be the
decision-making body does not preclude the Policy from containing sufficient specific
and definite language to form an offer for a unilateral contract. Given the specific and
if a breach of the Policy has occurred. Therefore, the mention of Human Resources as
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the decisionmaker in cases of alleged retaliation does not preclude the Anti-
a unilateral contract. Lewis v. Equitable Life Assur. Soc’y of the U.S., 389 N.W.2d 876,
883 (Minn. 1986). Given that the statement limited job termination to situations
work performance, the Court found that this language “clearly limits the right to
freely dismiss employees and plainly states that in certain circumstances all
Id. Similarly, the Anti-Retaliation clearly limits Mayo Clinic’s ability to punish or
from retaliatory behavior. The Anti-Retaliation Policy also clearly states that anyone
to employees who report compliance concerns. The reporting employees are informed
that not only are they protected from retaliation for reporting compliance concerns,
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but they are also informed that those who retaliate against them are subject to
permit a jury to conclude that Mayo Clinic employees received certain rights,
including the right to be free from retaliation for reporting a compliance concern.
procedures,” the Policy is therefore a general policy statement, not an offer for a
unilateral contract. The Minnesota Supreme Court has found “the basis for a
bonuses, severance pay or commission rates as well as ‘job security provisions,’” but
the Court has not declared that these are the only bases for a unilateral contract.
Martens v. Minnesota Min. & Mfg. Co., 616 N.W.2d 732, 741 (Minn. 2000) (quoting
Pine River, 333 N.W.2d at 628-29) (emphasis added). The Court has thereby not
mandated that those are the only bases for unilateral contracts, nor has the Court
specifically excluded other matters from forming the basis of a unilateral contract.
The legal standard set forth by the Minnesota Supreme Court is that “provisions that
do not directly affect the terms and conditions of an employee’s current employment”
Minnesota, 417 N.W.2d 636, 639 (Minn. 1988). The Anti-Retaliation Policy does
directly affect the terms and conditions of Plaintiff’s current employment in that it
protects him from retaliation for reporting a compliance concern. The terms and
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employment to the extent that his employment could be terminated for violation of
for violation of the Policy, the Anti-Retaliation Policy does affect the terms and
finder to interpret and apply. The Policy provides information to a fact-finder of who
is covered by the policy, what behavior is protected, what behavior individuals are
protected from, and how to report concerns. Therefore, a fact-finder has reasonably
definite terms to interpret and apply in determining if this Policy was breached.
Given the definiteness and specificity of the language of the Anti-Retaliation Policy
and specific procedures for reporting compliance concerns laid out in the Policy, the
Mayo Clinic Anti-Retaliation Policy is an offer for a unilateral contract. The analysis
then shifts to whether Plaintiff has alleged that the contract was communicated to
him, accepted by him, and whether he furnished consideration to make the contract
binding on him.
Policy is contained in the Mayo Clinic Policy Library. The Mayo Clinic Policy Library
contains policies, procedures, and guidelines for Mayo Clinic employees. The Policy
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Library states that it is the responsibility of Mayo Clinic employees to view and
understand the applicability of policies that apply to their employment. Given the
Plaintiff could access and was responsible for accessing, Plaintiff has alleged facts
that the Anti-Retaliation Policy was communicated to him. Plaintiff accepted the offer
him in the Policy Library. Plaintiff’s continued employment at Mayo Clinic following
the dissemination of the Anti-Retaliation Policy also served as the consideration for
the contract. Plaintiff has alleged sufficient facts for the Anti-Retaliation Policy to be
a binding unilateral contract. Plaintiff has therefore met the first breach of contract
prove the facts alleged, and providing Plaintiff the benefit of all favorable inferences,
Plaintiff has alleged sufficient facts regarding the other two breach of contract
elements: performance by the plaintiff and breach of contract. Plaintiff alleges that
against and received discipline for reporting these concerns. Plaintiff further alleges
received from Defendant Dr. Farrugia and for raising concerns about violations of
other Mayo Clinic policies. The facts alleged support Plaintiff’s establishment of
Mayo Clinic’s breach of the contract, by failing to protect Plaintiff from alleged
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retaliation.
Policy, the communication of this offer to Plaintiff, Plaintiff’s acceptance of the offer,
and consideration provided by Plaintiff for this offer, the Anti-Retaliation was a
contract formed between Plaintiff and Defendant Mayo Clinic. By alleging sufficient
facts regarding each of the breach of contract elements, Plaintiff has stated a claim
upon which relief can be granted. Therefore, Defendants’ Motion to Dismiss Count I
definite language to allow a fact-finder to determine whether the Procedure has been
Additionally, Plaintiff has alleged sufficient facts to show the offer was communicated
to him, accepted by him, and supported by consideration. Plaintiff has further alleged
employment level, applying only to Mayo Clinic Consulting Staff and executive level
administrative voting staff. The Procedure’s stated purpose is “[t]o provide the steps
for bringing an appeal to an adverse action.” Exhibit B. The Procedure is then divided
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into three separate sections, the first of which provides the steps for requesting an
appeal, while the second two sections provide the steps for the appeal process. The
second two sections are separated based on the body hearing the appeal, which is
determined by the adverse action being appealed. Each of the three sections in the
which individual or group is responsible for or entitled to those steps. For appeals
heard by an appeals committee, the Procedure contains nineteen separate steps, with
several steps further broken down into sub-parts. At the end of the Procedure
document, there are “Procedural Notes” which state, “Retaliation against anyone who
The steps are detailed, providing tasks, timelines, and exceptions and are assigned
interpret and apply the definite language in the Procedure to determine if there has
been a breach in the Procedure. The Procedure is analogous to the PTO policy found
offer of a unilateral contract provided over one page of details, including information
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on the objectives of the PTO program, as well as detailed schedules, instructions, and
procedures regarding accruing, using, and rolling over PTO. Hall v. City of Plainview,
954 N.W.2d 254, 262 (Minn. 2021). The Mayo Clinic Appeals Procedure contains over
four pages of details on the appeals procedure, including instructions, schedules, and
specific steps in requesting and holding an appeal hearing. Given the definite
language and specific steps described in the Procedure, the Procedure is an offer of a
unilateral contract.
Defendants argue both that this section is not definite, therefore not an offer for a
contract and that Plaintiff did not claim any other parts of the Procedure were
regarding a breach of the Procedure are discussed in more detail below. Regarding
the definiteness of the Procedural Notes, the Procedural Notes statements provide
employees the right to be free from retaliation for both bringing forth complaints and
protected, from what they are protected, and the consequences for engaging in
retaliatory actions. The Procedural Notes convey a right to employees in that they
informed that anyone retaliating against them will be subject to “formal corrective
action.” Exhibit B. The Procedural Notes contain definite language that confer a right
onto employees. While the Court does not find that Plaintiff has alleged a breach of
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the Procedures solely based on the Procedural Notes section, this section contains
definite language from which a finder of fact could determine if a breach of the terms
has occurred. Therefore, the Procedural Notes are included in the offer for a unilateral
contract.
Given the definiteness and specificity of the language and steps stated in the
Procedure, the Mayo Clinic Appeals Procedure is an offer for a unilateral contract.
Similar to the analysis regarding the Anti-Retaliation Policy, Plaintiff alleges the
offer was communicated to him through the Procedure’s inclusion in the online Mayo
Clinic Policy, which the Plaintiff could access. Plaintiff accepted the offer by
continuing in employment after the Procedure was communicated to him in the Policy
of the Procedure also served as the consideration for the contract. Plaintiff has alleged
sufficient facts for the Appeals Procedure to be a binding unilateral contract. Plaintiff
has therefore met the first breach of contract element, formation of a contract.
prove the facts alleged, and providing Plaintiff the benefit of all favorable inferences,
Plaintiff has alleged sufficient facts regarding the other two breach of contract
elements and the Procedure: performance by the plaintiff and breach of contract.
received from the Final Written Warning. Plaintiff also alleges performance under
the contract by following the steps of the Procedure during the appeals process.
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Defendants breached both the Procedural Notes section and other sections of the
Procedure. Plaintiff alleges that he suffered retaliation after following the Procedure,
specially item twelve of the Procedure. Plaintiff alleges that following the appeal
regarding his appeal and the appeal hearing, as step twelve of the Procedure
provides. Plaintiff alleges that following this communication, Dr. Caviness informed
Plaintiff that he should not be communicating with the appeals panel, thereby
denying Plaintiff the right provided by item twelve of the Procedure. Plaintiff further
alleges that he then received communication from the Mayo Clinic Legal Department
therefore has alleged facts regarding a breach of item twelve of the Procedure, as well
as a breach of the Procedural Notes, which protect a person filing an appeal from
retaliation.
Plaintiff has thus alleged sufficient facts to state a claim upon which relief
IV. Mayo Clinic’s Academic Freedom Policy is not a clear and definite
promise, while the Anti-Retaliation Policy and Appeals Procedure
are clear and definite promises.
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Policy (“Academic Freedom Policy”) is not a clear and definite promise, as required
as to the Academic Freedom Policy fails. The Anti-Retaliation Policy and Appeals
Procedure are clear and definite promises. Plaintiff has also alleged sufficient facts
to meet the other two elements of a promissory estoppel claim: that Defendant Mayo
Clinic intended to induce reliance and Plaintiff did rely on those promises to his
detriment; and that the promises “must be enforced to prevent injustice.” Martens v.
Minnesota Min. & Mfg. Co., 616 N.W.2d 732, 746 (Minn. 2000) (citations omitted).
Therefore, Plaintiff has alleged sufficient facts to state a promissory estoppel claim
upon which relief can be granted with regards to the Anti-Retaliation Policy and
Appeals Procedure.
and definite promise was made, 2) the promisor intended to induce reliance and the
promisee in fact relied to his or her detriment, and 3) the promise must be enforced
to prevent injustice.” Id. (citations omitted). In assessing whether a clear and definite
promise was made, the Court looks to whether “the promisor should reasonably
expect to induce action or forbearance on the part of the promisee.” Id. As discussed
above regarding the offer for a unilateral contract, the Academic Freedom Policy does
not contain definite language. The Academic Freedom Policy also does not contain a
clear and definite promise such that Mayo Clinic, the promisor, should reasonably
expect to induce action or forbearance by an employee, the promisee. The Policy states
that Mayo Clinic is committed to: “the free and open discussion of ideas,” “academic
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freedom,” and “freedom of expression,” while failing to provide any specific promises
upon which an employee could rely. The Policy uses vague language, such as “Mayo
promise. Given the lack of clear and definite promise contained in the Academic
Freedom Policy, Plaintiff is unable to prove the first element of a promissory estoppel
claim as to the Academic Freedom Policy, thereby not stating a claim upon which
Motion to Dismiss Count II with regards to the Academic Freedom Policy is granted.
As discussed earlier regarding the breach of contract claim, both the Anti-
Retaliation Policy and Appeals Procedure contain specific language that offer a clear
and definite promise. The Anti-Retaliation Policy promises that employees are free
from retaliation for bringing forth compliance concerns. The promise clearly indicates
what types of compliance concerns should be reported, provides methods for reporting
concerns, and clearly states the consequences should someone retaliate against an
individual who raises a compliance concern. The Appeals Procedure provides a clear
and definite promise of a specific procedure for appealing adverse actions taken
against Consulting Staff and executive level administrative voting staff. The
Procedure provides numerous steps, timelines, and procedures for both requesting an
appeal and having an appeal hearing. The Procedure further promises that anyone
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retaliation. This provides an additional clear and definite promise of protection from
an employee under the Policy and Procedure. With the Anti-Retaliation Policy,
Defendant Mayo Clinic should reasonably expect that an employee would bring forth
a compliance concern, under the promise that they will not be retaliated against for
doing so. Defendant Mayo Clinic should also reasonably expect that an employee may
refrain from retaliating against another under the Anti-Retaliation Policy’s promise
that doing so will result in discipline. With the Appeals Procedure, Defendant Mayo
Clinic should reasonably expect that an employee would bring an appeal according to
the guidelines and rules stated in the Procedure. Defendant Mayo Clinic should
reasonably expect that other employees would act according to their role as specified
in the Procedure. Defendant Mayo Clinic should also reasonably expect that an
employee would act or investigate according to the Procedure under the promise that
they are protected from retaliation for doing so. As both the Anti-Retaliation Policy
and Appeals Procedure contain clear and definite promises that Defendant Mayo
Clinic should reasonably expect employees would either act on or refrain from acting
because of, Plaintiff has met the first element of a promissory estoppel claim.
Plaintiff has alleged sufficient facts to meet the other two elements of a
promissory estoppel claim for both the Anti-Retaliation Policy and Appeals
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Procedure. Plaintiff alleged facts that Mayo Clinic intended to induce reliance on the
fear of retaliation. Plaintiff alleged that he relied on this promise by bringing forth
concerns about MITRE in 2020 and compliance concerns regarding Mayo Clinic
policies in 2023 and he was subject to retaliation for bringing forth those concerns, in
violation of the Policy. These alleged facts demonstrate that Mayo Clinic intended to
induce reliance on the Anti-Retaliation Policy and that Plaintiff did rely on the Policy
to his detriment.
Plaintiff alleged facts that Mayo Clinic intended to induce reliance on the
voting staff would appeal adverse actions taken against them. Plaintiff alleges that
he relied on the Procedure, by filing his appeal according to the Procedure and
communicating with the appeals panel as directed in the Procedure, and that he
suffered retaliation for doing so, in violation of the Procedure. These alleged facts
demonstrate that Mayo Clinic intended to induce reliance on the Appeals Procedure
and that Plaintiff did rely on the Procedure to his detriment. Plaintiff has therefore
met the second element of a promissory estoppel claim under both the Anti-
Plaintiff has further alleged facts to satisfy the third element of a promissory
estoppel claim, that the promise must be enforced to prevent injustice. Plaintiff
alleged that he has suffered damages from Mayo Clinic’s breach of the promises,
including lost wages and pay increases, substantial emotional distress, diminished
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reduced ability to advance and publicly share his research. Given these alleged
Policy is not a clear and definite promise, Plaintiff’s promissory estoppel claim as to
the Academic Freedom Policy fails. However, Plaintiff has alleged sufficient facts to
establish the three elements of a promissory estoppel claim for both the Anti-
Dismiss Count II is granted as to the Academic Freedom Policy and denied as to the
V. Plaintiff has alleged acts of malice and bad faith by Dr. Farrugia and
Dr. Mantilla to support a claim for tortious interference with
contract.
Plaintiff has alleged sufficient facts to establish the five elements required for
a claim of tortious interference with contract. Plaintiff has further alleged acts of
malice and bad faith by Dr. Farrugia and Dr. Mantilla, whereby there are factual
questions regarding whether Dr. Farrugia and Dr. Mantilla acted outside the scope
Northern States Power Co., 478 N.W.2d 498, 505 (Minn. 1991) (citing Bouten v.
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Richard Miller Homes, Inc., 321 N.W.2d 895, 900-01 (Minn. 1982)), thereby requiring
a plaintiff to bring an action for tortious interference with contract against the
However, “a corporate officer or agent may be liable for tortious contract interference
if he or she acts outside the scope of his or her duties.” Id. at 506 (citing Bouten, 321
N.W.2d at 900-01). A corporate officer or agent acts outside the scope of their duties
when their “actions are predominantly motivated by malice and bad faith.” Id. at 507.
Therefore, for his claim of tortious interference with contract, Plaintiff must allege
facts tending to show that Defendants Dr. Farrugia and Dr. Mantilla acted outside
the scope of their duties, acting with a predominant motivation of malice and bad
faith.
prove the facts alleged, and providing Plaintiff the benefit of all favorable inferences,
Plaintiff has alleged sufficient facts to show that Defendants Dr. Farrugia and Dr.
Mantilla acted with malice and in bad faith. Plaintiff alleged that Dr. Farrugia
MITRE Corporation’s violations of Mayo Clinic policies. Plaintiff alleged that Dr.
Farrugia shared a knowingly false accusation that Plaintiff threatened to quit the
CPP if Plaintiff did not receive a seven-figure payment. Plaintiff further alleged that
Dr. Farrugia acted with malice and bad faith by editing Plaintiff’s presentation slides
get prior approval from a federal agency for his presentation. Plaintiff’s allegations
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present sufficient facts for a showing that Dr. Farrugia acted in malice and bad faith,
Regarding Defendant Dr. Mantilla, Plaintiff alleged that Dr. Mantilla at first
praised Plaintiff for his CNN interview. Plaintiff alleged the following day he received
an email to schedule a meeting with Dr. Mantilla. At this meeting a few days later,
Plaintiff alleged Dr. Mantilla then expressed disapproval for the CNN interview,
despite initially praising Plaintiff. Plaintiff alleged that Dr. Mantilla later informed
Plaintiff that the meeting was the beginning of disciplinary proceedings. Plaintiff
further alleges that while Dr. Mantilla gave Plaintiff the highest possible scores for
facts sufficiently allege that Dr. Mantilla acted beyond the scope of his employment
duties, by acting with malice and bad faith. By alleging sufficient facts to show they
acted by malice and in bad faith, Plaintiff has demonstrated Defendants Dr. Farrugia
and Dr. Mantilla acted beyond the scope of their employment. Therefore, Plaintiff’s
malice and in bad faith, Plaintiff must allege sufficient facts to meet all the elements
interference with a contract include: “(1) the existence of a contract; (2) the alleged
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its breach; (4) without justification; and (5) damages resulting therefrom.” Bouten,
321 N.W.2d at 900 (citing Royal Realty Co. v. Levin, 69 N.W.2d 667, 671 (Minn.
1955)). Plaintiff argues the contracts at issue for his tortious interference of contract
Procedure, and Plaintiff’s employment contract with Mayo Clinic. Despite parties’
disagreement over the exact nature of Plaintiff’s employment contract with Mayo
Clinic, parties do not dispute that Plaintiff had an employment contract with Mayo
Clinic. As discussed above, while the Academic Freedom Policy lacks the definiteness
to be a contract, both the Anti-Retaliation Policy and Appeals Procedure are offers for
there is the existence of a contract. Plaintiff alleges that Defendants Dr. Farrugia and
Dr. Mantilla had knowledge of Plaintiff’s employment contract with Mayo Clinic as
well as having knowledge of the Anti-Retaliation Policy and Appeals Procedure, both
of which are listed in the Mayo Clinic Policy Library. Plaintiff provided factual
alleged knowingly false statements about Plaintiff, retaliation for Plaintiff’s reporting
of Mayo Clinic policy violations, and unfounded disciplinary actions taken against
Plaintiff, as described above. Plaintiff further alleged Defendants’ actions were done
without justification and were predominantly motivated by malice and bad faith.
distress, diminished personal and professional reputation, lost wages and pay
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increases, diminished future earning capacity, and reduced ability to advance and
publicly share his research. Plaintiff has therefore provided facts alleging the
malice and bad faith, and Plaintiff’s damages from Defendants’ interference with the
interference claim against Defendants Dr. Farrugia and Dr. Mantilla. Defendants’
Motion to Dismiss Count V is denied and Defendants Dr. Farrugia and Dr. Mantilla
CONCLUSION
For the reasons stated above, the Defendant’s Motion to Dismiss is GRANTED in
part and DENIED in part. The Academic Freedom Policy lacks definite language
and specificity required for a fact-finder to determine whether the Policy has been
breached. The Academic Freedom Policy is not a contract nor a promise. Defendants’
Motion to Dismiss Count I and Count II are GRANTED as to the Academic Freedom
Policy. The Anti-Retaliation Policy and Appeals Procedure both contain definite
could determine whether there has been a breach. The Anti-Retaliation Policy and
Appeals Procedure are therefore both contracts, under a breach of contract claim, and
sufficient facts to meet the elements for breach of contract and promissory estoppel
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for both the Anti-Retaliation Policy and Appeals Procedure. Therefore, Defendants’
Motion to Dismiss Count I and Count II is DENIED as to the breach of contract and
promissory estoppel claims under the Anti-Retaliation Policy and Appeals Procedure.
Plaintiff has alleged facts that Defendants Dr. Farrugia and Dr. Mantilla
unjustifiably acted with malice and bad faith, resulting in an interference with
Plaintiff’s employment contract and the unilateral contracts contained in the Anti-
Dismiss Count V is DENIED. Defendants Dr. Farrugia and Dr. Mantilla shall not be
dismissed as defendants.
K.M.W.
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