Ruling in Michael Joyner v. Mayo Clinic Lawsuit On July 1, 2024

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Electronically Served 55-CV-23-7708

7/1/2024 1:05 PM Filed in District Court


Olmsted County, MN
State of Minnesota
07/01/2024

STATE OF MINNESOTA DISTRICT COURT


CIVIL DIVISION
COUNTY OF OLMSTED THIRD JUDICIAL DISTRICT

Michael Joyner, M.D., Court File No. 55-CV-23-7708


Case Type: Employment
Plaintiff,
vs.
ORDER AND MEMORANDUM
Mayo Clinic, Gianrico Farrugia, M.D.,
and Carlos Mantilla, M.D., Ph.D.,

Defendants.

On April 8, 2024, the above-captioned matter came before the Honorable

Kathy M. Wallace in Olmsted County District Court on Defendants’ Partial Motion

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

1. Defendants’ Motion to Dismiss Count I is GRANTED in part and DENIED

in part. Defendants’ Motion to Dismiss Count I is GRANTED as to the alleged

breach of contract under the Freedom of Expression and Academic Freedom

Policy. Defendants’ Motion to Dismiss Count I is DENIED as to the alleged

breach of contract under the Anti-Retaliation Policy and Appeals Procedure.

2. Defendants’ Motion to Dismiss Count II is GRANTED in part and DENIED

in part. Defendants’ Motion to Dismiss Count II is GRANTED as to the

Freedom of Expression and Academic Freedom Policy. Defendants’ Motion to


55-CV-23-7708

Dismiss Count II is DENIED as to the Anti-Retaliation Policy and Appeals

Procedure.

3. Defendants’ Motion to Dismiss Count V is DENIED. Defendants Dr. Farrugia

and Dr. Mantilla shall not be dismissed as defendants.

4. The attached Memorandum is hereby incorporated and made a part of this


Order.

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

On November 13, 2023, Plaintiff filed a Complaint alleging Breach of Contract,

Promissory Estoppel, Violation of the Minnesota Personnel Record Statute, and

Violation of the Minnesota Whistleblower Act against Defendant Mayo Clinic, and

alleging Tortious Interference with Contract against Defendants Dr. Gianrico

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

respond to the Complaint. On December 19, 2023, Defendants filed a Motion 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

Amended Complaint. Defendants sought to dismiss the breach of contract,

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

contract. Defendants also argued that in dismissing Count V, the tortious

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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March 25, 2024, Plaintiff filed a Memorandum of Law in Opposition to Defendants’

Partial Motion to Dismiss, arguing that Defendant Mayo Clinic’s policies create

enforceable contractual obligations, that Plaintiff has alleged sufficient facts for the

claim of promissory estoppel, and that Plaintiff’s claim of tortious interference

contains allegations of malice against Defendants Dr. Gianrico Farrugia and Dr.

Carlos Mantilla, thereby defeating Defendants’ Partial Motion to Dismiss.

Defendants filed a Reply Memorandum of Law in Support of the Partial Motion to

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

interference of contract requires the existence of a contract, which Defendant Mayo

Clinic’s policies did not create.

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

matter under advisement on April 8, 2024.

FACTUAL BACKGROUND

Plaintiff is Dr. Michael J. Joyner, a Physician and Professor of Anesthesiology

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

location in Rochester, Minnesota. Plaintiff is employed by Defendant Mayo Clinic, a

healthcare system registered as a non-profit organization in Minnesota, whose

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registered office is located in Rochester, Minnesota. Defendant Dr. Gianrico Farrugia

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

Chair of Defendant Mayo Clinic’s Department of Anesthesiology & Perioperative

Medicine and was Plaintiff’s direct supervisor.

Defendant Mayo Clinic maintains an online Policy Library, located on an

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

Appeals Procedure. The Freedom of Expression and Academic Freedom Policy

contains statements communicating “Mayo Clinic College of Medicine and Science’s

commitment to academic freedom and freedom of expression . . . with an expectation

of mutual respect and absence of harassment . . . while protecting the obligations,

relationships, and reputation of Mayo Clinic by ensuring that only authorized

individuals speak on behalf of the organization.” Exhibit A. The Policy “[a]pplies to

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.

The Anti-Retaliation Policy “[a]pplies to personnel when involved in possible

retaliatory situations.” Exhibit D. The stated purpose for the Anti-Retaliation Policy

is “[t]o establish protections for individuals who report, internally or externally,

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

Appeals Procedure “[a]pplies to Consulting Staff and executive level administrative

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

discipline he received in the Final Warning Letter.

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

status of Clinician Investigator, whereby Plaintiff has responsibilities in patient care,

research, and education. Under Plaintiff’s appointment as Clinician Investigator,

Plaintiff is expected to devote a minimum of 50% of his employment to research.

Plaintiff specializes in the study of exercise physiology. During the COVID-19

pandemic, Plaintiff researched the effect of convalescent plasma treatment for

COVID-19 patients and was the Principal Investigator with the United States

Expanded Access Program for Convalescent Plasma (“Convalescent Plasma

Program” or “CPP”).

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During the COVID-19 pandemic, Plaintiff worked his normal duties as a Mayo

Clinic faculty member, as well as working as the Principal Investigator on the

Convalescent Plasma Program. This resulted in Plaintiff working sixteen to twenty

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

and as Principal Investigator for the CPP. Plaintiff requested additional

compensation as a result of taking on the new duties. Plaintiff alleges that Defendant

Dr. Farrugia willfully misconstrued Plaintiff’s request for compensation as a threat

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

on Plaintiff’s reporting of MITRE Corporation for misusing the protected health

information of Mayo Clinic patients. In 2020, Defendant Mayo Clinic and MITRE

Corporation announced a strategic partnership “for research and development of

platforms with intelligent automation.” Through this partnership, a MITRE

representative began attending meetings regarding the CPP, which Plaintiff also

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attended as Principal Investigator. After statements made by the MITRE

representative regarding data abstraction from electronic health records and

subsequent pressure received by CPP researchers from MITRE to allow MITRE to

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

Institutional Review Board. Plaintiff’s reporting resulted in a formal complaint and

sanctions against MITRE in September 2020.

Following these events, Defendant Dr. Farrugia initiated disciplinary action

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

“unprofessionally” with external partners and colleagues. This disciplinary action,

allegedly initiated by Dr. Farrugia, resulted in Plaintiff receiving a letter of

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

Corporation, which had a possible negative impact on the business relationship

between MITRE and Defendant Mayo Clinic, Plaintiff filed an internal retaliation

complaint against Defendant Dr. Farrugia in early 2021. Plaintiff’s 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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In August 2020, Plaintiff alleges Defendant Dr. Farrugia edited Plaintiff’s

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

Research and Development Authority, a federal agency and partial funder of

Plaintiff’s work on convalescent plasma, before presenting on any results.

In his role as a researcher, Plaintiff has participated in media interviews

during his employment at Mayo Clinic. In March 2022, Plaintiff participated in an

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

to sports performance, “Testosterone is the 800-pound gorilla.” Plaintiff participated

in two interviews with CNN, one in November 2022 and a follow-up in January 2023,

regarding convalescent plasma treatments for immunocompromised COVID-19

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

published, Plaintiff received communication from Defendant Dr. Mantilla wherein

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

informed Plaintiff that discipline would be forthcoming for Plaintiff’s interview

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

stated that Plaintiff had “disrespectful communications with colleagues,” describing

his “tone as unpleasant and having a ‘bullying’ quality to it.” The letter also cited

Plaintiff for “fail[ing] to communicate in accordance with prescribed messaging” and

Plaintiff’s “use of idiomatic language,” which was “viewed as inflammatory.” The

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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

Professionalism Policy, Unacceptable Conduct Policy, and Mutual Respect Policy.

Plaintiff received a punishment of an unpaid suspension, financial penalties, and

restrictions on Plaintiff’s communication with outside parties. The letter informed

Plaintiff he was to cease “engagement in offline conversations with reporters.”

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

“eliminate unnecessary push back or combative communications” if a media request

is denied. Plaintiff was informed in the letter that “[t]hese behavior changes must be

immediate and sustained.”

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

clarification on whether this restriction regarding interview requests conflicted with

Mayo Clinic’s Academic Freedom Policy. In response, Plaintiff was questioned about

whether he was involved in sufficient educational activities to be protected by the

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

confirmation that Mayo Clinic’s Academic Freedom Policy applied to Plaintiff.

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Defendant Mayo Clinic did not confirm that the Policy applied to Plaintiff, so Plaintiff

followed up throughout May 2023, seeking clarification on the application of the

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

Public Affairs, emailed Plaintiff guidelines to follow with regards to interview

requests and communication with journalists. These guidelines reiterated the

requirements stated in the Final Written Warning letter, requiring that Plaintiff

receive prior approval for interviews, and limiting Plaintiff’s communications with

colleagues at other institutions if a journalist was also involved in the

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

documentation of any accusations of Plaintiff’s unprofessional or negative behavior

as cited in the Final Written Warning. Plaintiff claims his personnel file was

incomplete as it was missing letters of commendation, awards, salary increases, and

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.

Guidiner’s role in providing “administrative support and facilitat[ing] the appeal

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

of interest and remained on Plaintiff’s appeal panel.

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

materials. No materials were provided to Plaintiff. On May 18, 2023, Plaintiff

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.

Caviness replied that it would be “inappropriate” for him to address Plaintiff’s

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

documentation regarding Plaintiff’s employment performance as well as to

communicate about the lack of documentation Plaintiff had received supporting Mayo

Clinic’s claims of Plaintiff’s unprofessionalism. Ms. Guidinger responded to Plaintiff’s

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

Plaintiff’s emails to the panel.

On July 19, 2023, Defendant Mayo Clinic rejected Plaintiff’s appeal and added

disciplinary sanctions, additional to those provided in the Final Written Warning,

against Plaintiff. The appeal panel cited Plaintiff’s “continuation of a pattern of

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

unprofessional” that “reflect[ed] the continuation of a pattern of unprofessional

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

email sent by Plaintiff to Defendant Dr. Mantilla wherein Plaintiff expressed

concerns about Plaintiff’s academic freedom. The appeals panel categorized Plaintiff’s

academic freedom concerns as a “threat.” The appeals panel also cited 2023

allegations of “unprofessionalism,” and “badgering,” “disrespectful,” and “bullying”

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

colleagues at other institutions if a journalist was involved in the communications.

The addendum also stated that Plaintiff was subject to further discipline “including

and up to termination of employment” for future infractions.

Plaintiff’s Amended Complaint alleges that Defendants’ actions violated the

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law and caused harm to Plaintiff through diminishing Plaintiff’s professional

reputation, reducing Plaintiff’s ability to advance and discuss his research, causing

financial penalties to Plaintiff through lost wages, exclusion from pay raises, and

diminished future earning capacity, as well as causing Plaintiff substantial emotional

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.’”

Martens, 616 N.W.2d at 739-40 (quoting Franklin, 122 N.W.2d at 29).

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

demand performance by defendant; and (c) a breach of the contract by defendant.”

Briggs. Transp. Co. v. Ranzenberger, 217 N.W.2d 198, 200 (Minn. 1974). Therefore, a

breach of contract claim is predicated on the existence of a contract and requires 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

employer handbook “may become enforceable as part of the original employment

contract,” such policies or provisions must “meet the requirements for formation of a

unilateral contract” in order to be enforceable contracts. Id. at 627.

In order for an employer’s written policy, provision in an employer handbook,

or statement to be a binding unilateral contract, the court examines the following

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

River, 333 N.W.2d at 626-27). In determining whether an employer’s handbook

provision, statement, or written policy creates an offer whereby a unilateral contract

could result, the analysis begins with whether the provision, statement, or policy

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contains sufficiently definite terms to constitute an offer to an employee. Pine River,

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

conduct in terminating the employee or making other decisions affecting the

employment is challenged, it can be determined if there has been a breach.” Martens,

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.

The definiteness of terms required for a contractual offer is contrasted with

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

bearing on whether an employer’s policy, handbook provision, or statement contains

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

manifestations of the parties, not . . . their subjective intentions” in determining

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

to be resolved by the court.” Martens, 616 N.W. 2d at 740.

Previously, a city’s paid time off (“PTO”) policy as stated in an employee

handbook was found to contain “specific information and procedures by which

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

information on the objectives of the PTO program as well as detailed schedules,

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

an employee handbook provided specific procedures for situations when an employee

violated company policy. Pine River, 333 N.W.2d at 630. The handbook policy

language was found to be sufficiently definite to constitute “an offer of a unilateral

contract for procedures to be followed in job termination.” Id. Job termination

language in a different employee handbook was found to be sufficiently definite when

it stated, “‘Except for misconduct serious enough to warrant immediate dismissal, no

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employee will be discharged without previous warning and a period in which to bring

performance up to a satisfactory level.’” Lewis v. Equitable Life Assur. Soc’y of the

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

circumstances all employees are entitled to a warning and to a probationary period

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,

language contained in an employee handbook or other employment policy that is

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.

Not every employee handbook statement or employer policy is sufficiently

definite enough to be a unilateral contract and thus “[n]ot every utterance of an

employer is binding.” Pine River, 333 N.W.2d at 630. Even within a single employee

handbook, some policies may be definite enough to constitute offers of unilateral

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

were sufficiently definitely to constitute an offer of a unilateral contract, the

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

employer’s “Guide to Conduct” distributed to employees that contained neither a

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

provide any detailed or definite disciplinary procedures” regarding disciplinary action

and job termination contained in an employee’s reference manual was found to be

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.”

Id. Another employer’s description of a dual ladder employment structure contained

in various company brochures and a company newspaper was found to be “a general

description,” lacking specificity and containing terms “so ambiguous as to require a

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

employment structure were found to be “nothing more than expressions of a general

concept of equivalence of opportunity between technical and administrative

employees and . . . too vague and indefinite to constitute a unilateral offer.” Id. at 744.

Therefore, while an employer’s general policy statement will not be found to be an

offer of a unilateral contract, a policy, procedure, or statement that contains definite

language from which a fact-finder could interpret and apply the terms contained

therein to determine if a breach has occurred will be construed as an offer for a

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unilateral contract.

Once an employer’s handbook statement or policy is found to be an offer for a

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

employer’s offer of a unilateral contract may very well appear in a personnel

handbook as the employer’s response to the practical problem of transactional costs.

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

employee handbook or policy guide may be communicated by “dissemination of the

handbook at the employee,” resulting in an employer choosing “either to implement

or modify its existing contract with all employees covered by the handbook.” Id. at

626-27. Communication of a policy by dissemination of a handbook is contrasted with

situations when a policy is not contained in a handbook or not otherwise

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

policy handbook or by other means, for an offer to be considered communicated to an

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

an “employee retains employment with knowledge of new or changed conditions.”

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

knowledge of the contract. Furthermore, an employee who continues in employment

after knowledge of a unilateral contract offer made by their employer furnishes

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 knows of an offer of a unilateral contract and continues in employment, the

employee has both accepted the offer and furnished consideration for the contract.

Promissory estoppel provides a claim by “imply[ing] a contract in law where

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

must be enforced to prevent injustice.” Martens, 616 N.W. 2d at 746 (citations

omitted). In determining the existence of a clear and definite promise, the Court looks

to whether “the promisor should reasonably expect to induce action or forbearance on

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 elements of a claim of tortious interference with a contract include: “(1)

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

900-01). Therefore, if a plaintiff’s claims are against a “corporation’s officer or agent

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

interference with contract. Id.

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I. Mayo Clinic’s Academic Freedom Policy lacks sufficient definite


language to make the Policy an offer of a unilateral contract.

Defendant Mayo Clinic’s Freedom of Expression and Academic Freedom

Policy (“Academic Freedom Policy” or “Policy”) does not contain language with enough

specificity to be an offer of a unilateral contract. The language contained in the

Academic Freedom Policy demonstrates that the Policy is a general policy statement

and not an offer for a unilateral contract.

The Policy begins with three separate statements regarding Defendant Mayo

Clinic’s commitment to the free discussion of ideas, academic freedom, and freedom

of expression. None of these statements contain anything specific regarding

procedures or rights of employees. These three statements are nothing more than

general policy statements. The Policy then continues by explaining that “freedom of

expression comes with professional responsibilities.” Exhibit A. The Policy then

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

members of the community share the responsibility of cultivating and maintaining

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

employees granted any rights.

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

to restraints or harassment that would impair teaching.” Id. There is no definition of

an “atmosphere of free intellectual inquiry” nor any explanation of what constitutes

an atmosphere lacking free intellectual inquiry. There is no further elaboration on

what restraints or harassment would impair teaching nor is there an explanation on

the procedure for when a faculty member feels they are not teaching in an atmosphere

of free intellectual inquiry.

The Policy further states, “There is an obligation to respect the dignity of

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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followed by further explanation indicating how an employee is to respect the dignity

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

expressed with intellectual honesty within the limits of mutual respect.

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

handbook in Hall v. City of Plainview. In Hall, the employee handbook language at

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

contains no definite language, schedules, instructions, or procedures. Rather, the

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

maintain an environment of civility. The procedure for an employee to “make clear

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

providing any further clarification or procedures to follow if a differing opinion is not

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

others,” “differing opinions expressed with intellectual honesty,” and “limits 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

language definite enough for a fact-finder to conclude employees received certain

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contractual rights. There are no reasonably definite terms for a fact-finder to

interpret and apply.

Plaintiff argues that his employment is “akin to academic tenure” and he is

therefore afforded additional protections under this Policy. However, the legal

standard in Minnesota regarding the enforcement of employment policies as

unilateral contracts creates no such additional protections. Rather, the Court

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

N.W.2d at 627). A unilateral contract created by employee handbook provisions or

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

to create an offer of a unilateral contract, is deemed as having accepted the offer. By

continuing in employment under this new unilateral contract, the employee is

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

whether Plaintiff’s employment equates to tenure.

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

binding contract, the portion of Plaintiff’s breach of contract claim regarding

Defendant Mayo Clinic’s alleged breach of the Freedom of Expression and Academic

Freedom Policy is dismissed.

II. Mayo Clinic’s Anti-Retaliation Policy contains sufficiently definite


language and specific procedures to make the Policy an offer of a
unilateral contract.

Unlike the Mayo Clinic Freedom of Expression and Academic Freedom

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

Anti-Retaliation Policy contains some general language and references to specific

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

definite language contained in the Anti-Retaliation Policy, a fact-finder would be able

to interpret and apply its terms. Therefore, the Anti-Retaliation Policy is an offer of

a unilateral contract.

The Anti-Retaliation Policy begins with a general statement regarding Mayo

Clinic’s commitment to “institutional integrity,” compliance with state and federal

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

thus clearly states in which situations it applies: situations in which an individual is

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,

that has engaged in retaliation as determined by Human Resources, will be subject

to discipline, up to and including termination of employment.” Id. This statement

informs employees who they can report for retaliation and who will make the

determination of retaliation, while also establishing that acts of retaliation will be

subject to discipline. This statement therefore provides specific language and

explanations regarding retaliation. Further specificity is provided in the “Definitions”

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,

“retaliatory behavior”, which is specifically defined. The Policy therefore provides a

specific right and protection to employees.

The Policy continues by specifically stating which types of compliance

concerns committed by which individuals should be reported. Notably, the Policy

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-

Retaliation Policy then provides specific procedures for reporting compliance

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

compliance concerns. The Policy provides specific information on methods of

reporting compliance concerns, and even provides the means by which an employee

could report compliance concerns directly from the online Policy itself, via an

embedded website link.

Defendants argue that the statement “as determined by Human Resources”

reserves discretion to Mayo Clinic, thereby precluding a breach of contract claim.

However, this statement merely indicates who the decisionmaker is. Human

Resources is provided a definition of “retaliatory behavior” in the Anti-Retaliation

Policy. Human Resources is to apply this definition to any alleged acts of retaliatory

behavior. Human Resources will be making a fact-determination of whether

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

definite language of the Anti-Retaliation Policy, a fact-finder will be able to determine

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-

Retaliation Policy from being an offer of a unilateral contract.

The definiteness of the language in the Anti-Retaliation Policy is analogous

to the definiteness of language contained a policy in Lewis found to be an offer of a

unilateral contract. In Lewis, an employee handbook provision that stated, “Except

for misconduct serious enough to warrant immediate dismissal, no employee will be

discharged without previous warning and a period in which to bring performance up

to a satisfactory level,” was found to be sufficiently definite to constitute an offer for

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

where an employee must be given a warning and a probationary period to improve

work performance, the Court found that this language “clearly limits the right to

freely dismiss employees and plainly states that in certain circumstances all

employees are entitled to a warning and to a probationary period prior to dismissal.”

Id. Similarly, the Anti-Retaliation clearly limits Mayo Clinic’s ability to punish or

retaliate against employees reporting compliance concerns. The Policy provides

protections to employees who raise compliance concerns, protecting these employees

from retaliatory behavior. The Anti-Retaliation Policy also clearly states that anyone

found to have engaged in retaliation “will be subject to discipline, up to and including

termination of employment,” Exhibit D, thus providing further specific information

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

mandatory discipline. The Anti-Retaliation Policy language is definite enough 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.

Defendants argue that as the Anti-Retaliation Policy does not “provide

particular rights akin to specific compensation and benefits terms, or termination

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

unilateral contract without additional consideration can relate to such matters as

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”

will not be construed as an offer for a unilateral contract. Goodkind v. University of

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

conditions of Plaintiff’s employment are also affected by the Anti-Retaliation Policy

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in that if he were to retaliate against another for reporting a compliance concern,

Plaintiff would “be subject to discipline, up to and including termination of

employment.” Therefore, violation of the Anti-Retaliation Policy affects Plaintiff’s

employment to the extent that his employment could be terminated for violation of

the Policy. By offering protections to employees and setting disciplinary consequences

for violation of the Policy, the Anti-Retaliation Policy does affect the terms and

conditions of Plaintiff’s current employment.

The Anti-Retaliation Policy provides reasonably definite terms for a fact-

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.

In the Amended Complaint, Plaintiff explains that the Anti-Retaliation

Policy is contained in the Mayo Clinic Policy Library. The Mayo Clinic Policy Library

is posted on an internal website, accessible to Mayo employees. The 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

presence of the Anti-Retaliation Policy in the Policy Library, an internal website

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

by continuing in employment after the Anti-Retaliation Policy was communicated to

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

element, formation of a contract.

Treating Plaintiff’s allegations as true, disregarding whether Plaintiff can

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

he reported compliance concerns regarding MITRE Corporation and was retaliated

against and received discipline for reporting these concerns. Plaintiff further alleges

he was subject to retaliation for raising concerns about retaliation he allegedly

received from Defendant Dr. Farrugia and for raising concerns about violations of

other Mayo Clinic policies. The facts alleged support Plaintiff’s establishment of

performance under the contract, by Plaintiff’s reporting of concerns, and Defendant

Mayo Clinic’s breach of the contract, by failing to protect Plaintiff from alleged

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retaliation.

Given the offer for a unilateral contract provided by the Anti-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

with regard to the Anti-Retaliation Policy is denied.

III. Mayo Clinic’s Appeals Procedure contains sufficiently definite


language and specific procedures to make the Policy an offer of a
unilateral contract.

The Mayo Clinic Appeals Procedure (“Procedure”) contains sufficiently

definite language to allow a fact-finder to determine whether the Procedure has been

breached, thereby making the Procedure an offer for a unilateral contract.

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

sufficient facts for a claim of breach of contract. Therefore, Defendants’ Motion to

Dismiss Count I regarding the Appeals Procedure is denied.

The Procedure is unlike the Academic Freedom Policy and Anti-Retaliation

Policy in that the Procedure’s scope is limited to employees based on their

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

Procedure contain numerous steps, separated into specific categories according to

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

brings forward complaints or assist in investigating complaints is prohibited. Anyone

participating in retaliatory actions will receive formal corrective action, including

possible termination of employment.” Id.

The definiteness and specificity in the Procedure result in the Procedure

being an offer for a unilateral contract. The Procedure, contained in the

Consulting/Voting Staff Policy Manual, provides clearly delineated steps,

responsibilities, and rights in requesting an appeal and having an appeal hearing.

The steps are detailed, providing tasks, timelines, and exceptions and are assigned

to different employees based on their employment role. A fact-finder would be able

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

to be an offer of a unilateral contract in Hall. In Hall, the PTO policy found to be an

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 that Plaintiff’s breach of contract claim regarding the

Procedure is based solely on the Procedural Notes section of the Procedure.

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

breached. Neither of Defendants’ arguments are persuasive. Plaintiff’s allegations

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

investigating complaints. These are definite statements, clearly identifying who is

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

are protected from retaliation in presenting and investigating complaints and

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

Library. Plaintiff’s continued employment at Mayo Clinic following the dissemination

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.

Treating Plaintiff’s allegations as true, disregarding whether Plaintiff can

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.

Plaintiff alleges he was subject to the Procedure by appealing the discipline he

received from the Final Written Warning. Plaintiff also alleges performance under

the contract by following the steps of the Procedure during the appeals process.

Therefore, Plaintiff has alleged performance under the contract.

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Plaintiff has alleged sufficient facts for a breach of contract, claiming

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

hearing, he communicated with the appeals panel to provide additional information

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

threatening further retaliation and falsely accusing Plaintiff of lying. Plaintiff

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

can be granted regarding whether the Procedure, an offer of a unilateral contract

which Plaintiff accepted by continuing in employment after its issuance, was

breached by Defendant Mayo Clinic. Therefore, Defendants’ Motion to Dismiss Count

I regarding the Appeals Procedure is denied.

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.

Defendant Mayo Clinic’s Freedom of Expression and Academic Freedom

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Policy (“Academic Freedom Policy”) is not a clear and definite promise, as required

for a claim of promissory estoppel. Accordingly, Plaintiff’s promissory estoppel claim

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.

In proving a claim of promissory estoppel, a plaintiff must show “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 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

Clinic values and policies,” “cultivating and maintaining an environment of civility,”

and “freedom of expression comes with professional responsibilities” without further

explaining or defining those terms. The Academic Freedom Policy is a general

statement of policy, thus not sufficiently clear and definite to be an enforceable

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

relief can be granted as to the Academic Freedom Policy. Therefore, Defendants’

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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bringing forward a complaint or investigating a complaint shall be protected from

retaliation. This provides an additional clear and definite promise of protection from

retaliation for following the Procedure.

Based on the promises contained in the Anti-Retaliation Policy and Appeals

Procedure, Defendant Mayo Clinic should reasonably expect action or forbearance by

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

Anti-Retaliation Policy by having employees bring forth compliance concerns without

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

Appeals Procedure, whereby Consulting Staff and executive level administrative

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-

Retaliation Policy and Appeals Procedure.

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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future earning capacity, diminished personal and professional reputation, and

reduced ability to advance and publicly share his research. Given these alleged

damages, the promises contained in the Anti-Retaliation Policy and Appeals

Procedure must be enforced to prevent injustice. Therefore, Plaintiff has alleged

sufficient facts to establish the third element of a promissory estoppel claim.

As Defendant Mayo Clinic’s Freedom of Expression and Academic Freedom

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-

Retaliation Policy and the Appeals Procedure. Therefore, Defendants’ Motion to

Dismiss Count II is granted as to the Academic Freedom Policy and denied as to the

Anti-Retaliation Policy and Appeals Procedure.

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

of their employment. As a result, Plaintiff has stated a claim of tortious interference

with contract upon which relief can be granted.

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 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

company or corporation itself, rather than an agent or officer of the corporation.

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.

Treating Plaintiff’s allegations as true, disregarding whether Plaintiff can

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

initiated a pretextual disciplinary proceeding in retaliation for Plaintiff reporting the

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

immediately prior to a presentation, despite knowing that Plaintiff was required to

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,

thereby acting outside the scope of his employment.

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

collegiality and professionalism on Plaintiff’s performance review, days later Dr.

Mantilla issued Plaintiff a disciplinary Final Written Warning citing Plaintiff’s

“negative and unprofessional pattern of behavior” without further explanation. These

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

tortious interference of contract claim is not barred by Defendants’ claim that

Defendants cannot tortiously interfere with their own contract.

In addition to alleging Defendants Dr. Farrugia and Dr. Mantilla acted by

malice and in bad faith, Plaintiff must allege sufficient facts to meet all the elements

of a claim of tortious interference with contract. The elements of a claim of tortious

interference with a contract include: “(1) the existence of a contract; (2) the alleged

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wrongdoer’s knowledge of the contract; (3) [the alleged wrongdoer’s] procurement of

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

claim include the Academic Freedom Policy, Anti-Retaliation Policy, Appeals

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

a contract, which Plaintiff accepted by continuing in his employment. Therefore,

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

allegations regarding Defendants’ interference with these contracts by Defendants’

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.

Plaintiff alleged damages from Defendants’ actions, including substantial emotional

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

existence of a contract, Defendants’ knowledge of the contract and unjustified

procurement of a breach of the contract, through acts predominantly motivated by

malice and bad faith, and Plaintiff’s damages from Defendants’ interference with the

contract. Plaintiff has therefore alleged sufficient facts to establish a tortious

interference claim against Defendants Dr. Farrugia and Dr. Mantilla. Defendants’

Motion to Dismiss Count V is denied and Defendants Dr. Farrugia and Dr. Mantilla

shall not be dismissed as defendants.

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

language, providing specific rights and benefits to employees, whereby a fact-finder

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

alternatively promises, under a promissory estoppel claim. Plaintiff has alleged

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-

Retaliation Policy and Appeals Procedure. Accordingly, Defendants’ Motion to

Dismiss Count V is DENIED. Defendants Dr. Farrugia and Dr. Mantilla shall not be

dismissed as defendants.

K.M.W.

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