St. Jude Medical, S.C. v. Biosense Webster, Inc., 2014 U.S. Dist. LEXIS 12901

St. Jude (Minnesota company) employed Jose B. de Castro under a written term-of-years Agreement (renewed through Jan. 4, 2014) that included noncompetition and confidentiality provisions and a Minnesota choice-of-law/forum clause.
De Castro resigned in March 2012 to join competitor Biosense (a California subsidiary of Johnson & Johnson); Biosense knew of the Agreement and executed an "Agreement to Defend" offering legal counsel to de Castro.
St. Jude sued in Minnesota alleging breach of contract (de Castro), tortious interference (Biosense), breach of duty of loyalty, tortious interference with prospective economic advantage, unjust enrichment, and civil conspiracy; parties cross‑moved for partial summary judgment.
The court held Minnesota law governs (choice-of-law clause valid) and concluded term-of-years employment agreements are generally enforceable under Minnesota law.
The court found as a matter of law that de Castro breached the Agreement and that Biosense tortiously interfered with the contract; damages (including potential lost profits) remain for trial subject to foreseeability and proof requirements.
The court dismissed several claims as redundant or unsupported (tortious interference with prospective economic advantage; duty-of-loyalty claim as duplicative; civil conspiracy; unjust enrichment) and resolved expert admissibility issues (limited exclusion/supplemental report orders).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Choice of law	Enforce Minnesota clause in Agreement	Clause unenforceable against de Castro; California law should apply	Enforced Minnesota law; clause valid and constitutional
Enforceability of term-of-years agreement	Term-of-years agreements are valid and enforceable; damages (not injunction) available	Agreement is an unenforceable restrictive covenant; raises restraint-of-trade concerns	Term-of-years agreements are generally enforceable under Minnesota law; de Castro liable for breach
Tortious interference by Biosense	Biosense knowingly solicited and induced breach; offered legal defense; unjustified interference	Hiring was a typical recruitment; no coercion	Biosense intentionally procured breach, had no justification — liable as a matter of law
Damages available (lost profits/consequential)	St. Jude may recover consequential damages including lost profits if proven	Damages should be limited to replacement costs; lost profits not recoverable from employee	Consequential damages (including lost profits) may be recovered if proven with reasonable certainty and were foreseeable at contract formation

Milliken & Co. v. Eagle Packaging Co., 295 N.W.2d 377 (Minn. 1980) (parties may agree to choice-of-law governing contract)
Allstate Ins. Co. v. Hague, 449 U.S. 302 (1981) (constitutional limits on choice-of-law clauses require significant contacts)
Becker v. Blair, 361 N.W.2d 434 (Minn. Ct. App. 1985) (upholding enforcement of fixed-term employment contract)
Kallok v. Medtronic, Inc., 573 N.W.2d 356 (Minn. 1998) (elements and justification analysis for tortious interference)
Medtronic, Inc. v. Gibbons, 684 F.2d 565 (8th Cir. 1982) (enforcing contractual choice-of-law in employment restrictive covenant context)
Daubert v. Merrell Dow Pharm., Inc., 509 U.S. 579 (1993) (trial-court gatekeeper role for expert admissibility)
Kumho Tire Co. v. Carmichael, 526 U.S. 137 (1999) (Daubert principles apply to all expert testimony)
Bonner v. ISP Techs., Inc., 259 F.3d 924 (8th Cir. 2001) (exclude expert testimony only if it offers no assistance to jury)
Kjesbo v. Ricks, 517 N.W.2d 585 (Minn. 1994) (justification for interference ordinarily a question of fact; may be decided as matter of law if no reasonable view supports justification)