St. Jude Med., Inc. v. Carter, 913 N.W.2d 678

Heath Carter signed an Employment Agreement with St. Jude Medical (SJM) containing non‑disclosure and one‑year non‑compete covenants plus a remedies clause stating breach would cause irreparable harm, that legal damages would be inadequate, and entitle SJM to injunctive relief.
Carter left SJM in August 2015 to work for Boston Scientific in a marketing role focused on EP disposable products; Boston Scientific is a competitor in EP capital and disposable markets.
SJM sued Carter and Boston Scientific alleging Carter breached the non‑compete and threatened disclosure/exploitation of confidential information; SJM disclaimed any claim for money damages and sought only an injunction.
A jury and the district court found Carter breached the Agreement but the district court denied permanent injunctive relief, finding SJM failed to prove actual or likely irreparable harm and that the risk of disclosure was speculative.
The court of appeals reversed, reasoning the district court should give effect to the Agreement’s remedies clause and infer irreparable harm from the breach during the one‑year restriction period.
The Minnesota Supreme Court granted review to decide whether a contract clause prescribing equitable relief compels a court to presume irreparable harm and whether the district court abused its discretion in denying injunction.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether a contractual remedies clause requiring injunctive relief and declaring irreparable harm binds the court to presume inadequacy of legal remedies and irreparable injury	The Agreement’s plain language establishes irreparable harm and inadequacy of damages, so the court must award injunctive relief on breach	Parties cannot by contract dictate a court’s exercise of equitable powers; court must independently determine inadequacy and irreparable harm based on the facts	Court held the remedies clause does not compel the court to presume irreparable harm or inadequacy; equitable relief is for the court to decide
Whether the district court abused its discretion by denying a permanent injunction after finding breach	The breach alone (and the contractual clause) justifies an inference of irreparable harm and an injunction	SJM failed to prove actual or probable irreparable harm; evidence rebuts any inference of inevitable disclosure	Court held no abuse of discretion: district court permissibly declined to infer irreparable harm given lack of evidence and rebuttal evidence

Cherne Indus., Inc. v. Grounds & Assocs., Inc., 278 N.W.2d 81 (Minn. 1979) (party seeking permanent injunction must show clear threat of irreparable harm)
AMF Pinspotters, Inc. v. Harkins Bowling, Inc., 110 N.W.2d 348 (Minn. 1961) (injunctions granted only in clear cases where legal remedies are inadequate)
Gorco Constr. Co. v. Stein, 99 N.W.2d 69 (Minn. 1959) (liquidated damages enforceability depends on reasonableness, not just parties’ intent)
Menter Co. v. Brock, 180 N.W. 553 (Minn. 1920) (injunctions enforcing contracts must be just and equitable; breach of covenant not to compete does not alone prove irreparable injury)
Valspar Refinish, Inc. v. Gaylord's, Inc., 764 N.W.2d 359 (Minn. 2009) (primary goal in contract interpretation is to enforce parties’ intent)