St. Jude Medical, Inc., Respondent,
Heath Carter, et al., Appellants.
F. Fox, Kevin P. Hickey, Mark R. Bradford, Laurel J. Pugh,
Bassford Remele, P.A., Minneapolis, Minnesota, for
L. Schnell, Jr., Martin S. Chester, Jeffrey P. Justman,
Faegre Baker Daniels, LLP, Minneapolis, Minnesota, for
no part, Thissen, J.
Although a court may, in its discretion, grant equitable
relief consistent with the terms of a private agreement,
private agreements cannot compel a grant of equitable relief.
a plaintiff fails to meet its burden to establish that
irreparable harm will result if an injunction is not issued,
a district court does not abuse its discretion by declining
to grant a permanent injunction.
St. Jude Medical sued appellants Heath Carter and Boston
Scientific Corporation after Carter left his job at St. Jude
to work for Boston Scientific. St. Jude alleged, in relevant
part, that Carter had violated his Employment Agreement with
St. Jude. The Agreement expressly stated that if Carter
breached its terms, St. Jude would suffer irreparable injury,
St. Jude's remedy at law for damages would be inadequate,
and St. Jude would be entitled to an injunction against
Carter and his new employer. The district court found that
although Carter breached the Agreement, St. Jude failed to
demonstrate that it would suffer irreparable harm from that
breach, and was therefore not entitled to an injunction. The
court of appeals reversed, concluding that the district court
should have considered the terms of the Agreement when
deciding whether to enjoin Carter, and that the district
court had erred by denying St. Jude any relief. We conclude
that the district court was not required to find irreparable
harm based solely on the language of a private agreement, and
did not abuse its discretion by declining to grant an
injunction in light of the absence of evidence of irreparable
harm. We therefore reverse the court of appeals.
case centers on a dispute between St. Jude Medical (SJM) and
its former employee Heath Carter. Carter began working for
SJM in 2007, holding a variety of positions related to the
company's electrophysiology (EP) products. EP products
consist of two main types, capital products (large items
intended for multiple uses over several years) and disposable
products (small, inexpensive, single-use accessories to
capital products). Carter worked with EP capital products at
SJM, including working as part of a marketing team for 3
years before his departure.
of his employment with SJM, Carter signed an Employment
Agreement that included a non-disclosure covenant, a
non-competition covenant, and a remedies clause. The remedies
clause stated, in relevant part, that "[i]n the event
[Carter] breaches the covenants contained in this Agreement,
[he] recognizes that irreparable injury will result to SJM,
that SJM's remedy at law for damages will be inadequate,
and that SJM shall be entitled to an injunction to restrain
the continuing breach by [Carter]."
August 2015, Carter resigned his position at SJM and began
working for Boston Scientific Corporation. SJM and Boston
Scientific are competitors in a variety of markets and
product areas, including both capital and disposable EP
products. At Boston Scientific, Carter's marketing role
focuses on EP disposable products, rather than EP capital
products. During the 1-year non-competition period, Boston
Scientific instructed Carter not to be involved in any
marketing of EP capital equipment, and prohibited him from
interacting with customers.
filed suit against Carter and Boston Scientific in December
2015, alleging in relevant part that "Carter materially
breached his Employment Agreement with SJM in violation of
his noncompetition covenant by accepting employment with and
working in a directly competitive position for Boston
Scientific." In addition, SJM claimed that
"Carter's employment in a directly competitive
marketing management position with Boston Scientific also
creates a direct risk and imminent threat that he either
already has or will necessarily disclose, exploit and/or use
SJM's Confidential Information on behalf of Boston
Scientific to SJM's detriment, in violation of his
Employment Agreement." As the district court noted,
"SJM specifically and repeatedly disavowed any claim for
money damages based on its breach of contract claim"
against Carter, seeking "only an injunction."
trial, the jury returned a divided verdict. The jury found
that Carter had breached the Agreement, but that Boston
Scientific did not intentionally cause the breach. The
district court adopted the jury's findings as its own and
received additional briefing from the parties regarding
SJM's request for equitable relief. The district court
also found that "[e]ven if the Court was not bound by
the jury's finding that Mr. Carter breached his
Employment Agreement, . . . the Court independently finds
that Mr. Carter breached ...