Medtronic, Inc., et al., Respondents,

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2018).

STATE OF MINNESOTA
IN COURT OF APPEALS
A18-0579

Medtronic, Inc., et al.,
Respondents,

vs.

Mark T. Sherland, Jr., et al.,
Appellants.

Filed December 24, 2018
Affirmed
Cleary, Chief Judge

Anoka County District Court
File No. 02-CV-18-981

William Z. Pentelovitch, Wayne S . Moskowitz, Peter C. Hennigan, Maslon LLP,
Minneapolis, Minnesota (for respondents)

Kevin P. Hickey, Mark R. Bradfor d, Kate L. Homolka, Bassford Re mele, P.A.,
Minneapolis, Minnesota (for appellants)

Considered and decided by Cleary, Chief Judge; Bjorkman, Judge ; and Rodenberg,
Judge.
U N P U B L I S H E D O P I N I O N
CLEARY, Chief Judge
Appellants Dr. Mark T. Sherland Jr. and Bolton Medical Inc. ch allenge a temporary
restraining order enjoining Sherland from breaching his employm ent agreement with

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respondents Medtronic Inc. and Me dtronic USA Inc. (collectively , Medtronic), arguing
that: (1) the district court erred by failing to consider a no ndisclosure covenant in
interpreting the agreement; (2) the district court erred by fai ling to narrowly construe the
agreement against Medtronic; and (3) the district court abused its discretion in determining
that Medtronic faced irreparable harm. We affirm.
FACTS
This case arises out of an alleg ed breach of an employment agre ement between
Sherland and his former employer, Medtronic. Before beginning his employment with
Medtronic in December 2008, Sherl and was required to sign the s tandard Medtronic
Employee Agreement. The agreement included a non-disclosure co venant (Section 3.6)
and a noncompetition covenant (Section 4.1). These provisions provide, respectively:
3.6 Nondisclosure. Employee agrees not to use or disclose
any CONFIDENTIAL INFORMATION to or for the benefit
of anyone other than MEDTRONI C, either during or after
employment, for as long as the information retains the
characteristics described in S ection 1.3. Employee further
agrees and understands that this provision prohibits Employee
from rendering services to a CONFLICTING
ORGANIZATION for two (2) years following termination of
employment with MEDTRONIC to the extent that Employee
would use, disclose or rely upon CONFIDENTIAL
INFORMATION or be induced or required to use, disclose or
rely upon CONFIDENTIAL INFORMATION during the
course of rendering such services.

. . . .

4.1 Restrictions on Competition . Employee agrees that
while employed by MEDTRONIC, and for two (2) years after
the last day Employee is employed by MEDTRONIC,
Employee will not be employed by or otherwise perform
s e r v i c e s f o r a C O N F L I C T I N G O R G A N I Z A T I O N i n

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connection with or relating to a COMPETITIVE PRODUCT
o r C O M P E T I T I V E R E S E A R C H A N D S U P P O R T . I f ,
however, during the last twelve (12) months of employment
with MEDTRONIC, Employee ha d no management duties or
responsibilities and was engaged exclusively in sales activities,
including selling, soliciting the sale, or supporting the sale of
MEDTRONIC PRODUCTS through direct contact with
MEDTRONIC CUSTOMERS, this restriction will be for a
duration of only one (1) year a fter the last day Employee is
employed by MEDTRONIC, and will prohibit Employee only
from soliciting, selling to, cont acting, or attempting to diver t
business from, whether directly or by managing, directing or
supervising others, any MEDTRONIC CUSTOMER on behalf
of a CONFLICTING ORGANIZATION in connection with or
relating to a COMPETITIVE PRODUCT or COMPETITIVE
RESEARCH AND SUPPORT.

The agreement also contained the following definitions:
1.1 COMPETITIVE PRODUCT means goods, products,
product lines or services, and each and every component
thereof, developed, designed, produced, manufactured,
marketed, promoted, sold, supported, serviced, or that are in
development or the subject of research by anyone other than
MEDTRONIC that are the same or similar, perform any of the
same or similar functions, may be substituted for, or are
intended or used for any of the same purposes as a
MEDTRONIC PRODUCT.

. . . .

1.3 CONFIDENTIAL INFORMATION means any
information relating to MEDTRONIC’s business, including a
formula, pattern, compilation, program, device, method,
technique, system, plan, or process, that the Employee learns
or develops during the course of Employee’s employment by
MEDTRONIC that derives independent economic value from
not being generally known, or r eadily ascertainable by proper
means, by other persons who can obtain economic value from
i t s d i s c l o s u r e o r u s e . CONFIDENTIAL INFORMATION
includes but is not limited to trade secrets and INVENTIONS
and, without limitation, may relate to . . . vendor and customer
data; employee and personnel data; . . . sales volumes; pricing

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strategies; sales and marketing plans and strategies; contracts
and bids; and any business ma nagement techniques that are
being planned or developed , utilized or executed by
MEDTRONIC.

1.4 CONFLICTING ORGANIZATION means any
person (including th e Employee) or entity, and any parent,
subsidiary, partner or affiliate (regardless of their legal for m)
of any person or entity, that engages in, or is about to become
engaged in, the development, design, production, manufacture,
promotion, marketing, sale, support or service of a
COMPETITIVE PRODUCT or in COMPETITIVE
RESEARCH AND SUPPORT.

. . . .

1.8 MEDTRONIC PRODUCT(S) means any goods,
products, or product lines (a) that the services the Employee
(or persons under Employee’s management, direction or
supervision) performed for MED TRONIC related to, directly
or indirectly, during the last one (1) year in which the
Employee was employed by MEDTRONIC, including without
limitation services in the areas of research, design,
development, production, manufacture, marketing, promotion,
sales, or business, technical, re gulatory or systems research,
analysis, planning or support relating to such goods, products,
or product lines, or (b) with respect to which Employee at any
time received or otherwise obtained or learned
CONFIDENTIAL INFORMATION.

The district court found that Sherland’s most recent job title at Medtronic was Senior
Sales Training Manager. Of the four business groups at Medtron ic, Sherland worked
within the Aortic and Peripheral Vascular Disease Management group, which is part of the
broader Cardiac and Vascular Group. The district court found t hat, in his capacity at
Medtronic, Sherland possessed and worked with confidential information because “he was
responsible for developing and managing training programs for the Aortic sales force with
Medtronic.” The district court also found that this confidenti al information contained

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training and marketing plans and strategies, “including strateg ies for competing with
competitors such as Bolton.”
On January 31, 2018, Sherland resigned from Medtronic. He subsequently accepted
a position with Bolton as a Sales Training Manager. Bolton develops, manufactures, and
sells aortic stent grafts and is a direct competitor of Medtron ic in the area of aortic stent
grafts. Medtronic and Bolton bo th develop and sell aortic sten t grafts used to treat
abdominal aortic aneurysms and thoracic aortic aneurysms, and their product lines include
competing devices for each aortic stent graft category.
Following Sherland’s last day at Medtronic in early February 20 18, Medtronic
communicated with Sherland to remind him of the post-employment restrictions contained
in his employment agreement. A lmost two weeks later, Bolton’s counsel informed
Medtronic that Sherland would not be complying with the agreement. Bolton asserted that
the agreement was unenforceable because it would prevent Sherla nd from working as a
trainer for any Medtronic competitor without protecting any legitimate Medtronic business
interest.
Medtronic filed suit on February 21, 2018, alleging claims: (1) against Sherland for
violation of the noncompetition covenant contained in his emplo yment agreement with
Medtronic; and (2) against Bolton for tortious interference wit h Sherland’s employment
agreement with Medtronic. 1 The following day, Medtronic moved for a temporary
restraining order (TRO) under Mi nn. R. Civ. P. 65, and asked th e district court to enjoin

1 The tortious interference claim against Bolton is not subject to this appeal.

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Sherland from performing servic es in connection with aortic pro ducts and to prohibit
Bolton from employing Sherland to perform such services during the pendency of the
proceeding.
On April 4, 2018, the district c ourt filed its order, concludin g that Medtronic was
entitled to a TRO. The district court determined that four of the factors set forth in
Dahlberg Bros., Inc. v. Ford Motor Co. , 137 N.W.2d 314 (Minn. 1965),—relationship of
the parties, balance of harms, likelihood of success on the mer its, and public policy—
weighed in favor of granting Medtronic’s motion. The district court found that Medtronic
would likely suffer irreparable harm if Sherland were allowed to train the competitive sales
force at Bolton. Because securing confidential information is a legitimate interest that is
subject to protection under a no ncompetition covenant, the dist rict court determined that
there is a likelihood that Medtronic would succeed on the merits of its claim. The district
court temporarily enjoined Sherland from breaching his employee agreement with
Medtronic and from “performing services in connection with endo vascular products for
treating aortic disease, including aortic stent graft systems.” This appeal followed.
D E C I S I O N
A temporary injunction is an “extraordinary equitable remedy” t hat serves to
maintain “the status quo pending a trial on the merits.” Ecolab, Inc. v. Gartland , 537
N.W.2d 291, 294 (Minn. App. 1995 ) (quotation omitted). An “[i] njunction will not be
granted to enforce the provisions of a contract unless the cour t is satisfied that the
enforcement will be just and equitable and will not work hardship or oppression.” Menter
Co. v. Brock, 180 N.W. 553, 555 (Minn. 1920).

7
To be granted an injunction, a p arty must show that any remedy at law would be
inadequate and that an injunctio n “is necessary to prevent grea t and irreparable injury.”
Cherne Indus., Inc. v. Grounds & Assocs., Inc., 278 N.W.2d 81, 92 (Minn. 1979) (citations
omitted). In considering whethe r to grant or deny a temporary injunction, a court must
consider the five Dahlberg factors. 137 N.W.2d at 321-22. These factors are (1) the
relationship between the parties, (2) the balancing of harms to both parties, (3) the
likelihood of success on the mer its, (4) public policy consider ations, and (5) any
administrative burdens. Id.
“A decision on whether to grant a temporary injunction is left to the discretion of
the [district] court and will not be overturned on review absen t a clear abuse of that
discretion.” Carl Bolander & Sons Co . v. City of Minneapolis , 502 N.W.2d 203, 209
(Minn. 1993). A district court abuses its discretion when its decision goes against the
record or is based on an erroneous view of the law. State ex rel. Swan Lake Area Wildlife
Ass’n v. Nicollet Cty. Bd. of Cty. Comm’rs, 799 N.W.2d 619, 625 (Minn. App. 2011).
I. The district court did not err in its construction of the em ployee agreement.

Sherland asserts that the district court abused its discretion by entering a temporary
injunction based upon a misinterpretation of the contract. See Ecolab, Inc., 537 N.W.2d at
296-97 (reversing the grant of temporary injunction premised on a misinterpretation of the
noncompetition agreement). Analyzing whether the district cour t erred in construing the
noncompetition covenant requires interpreting the employment ag r e e m e n t . T h e
interpretation of an employment agreement, like any contract, i s a question of law, which

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we review de novo. Roemhildt v. Kristall Dev., Inc. , 798 N.W.2d 371, 373 (Minn. App.
2011), review denied (Minn. July 19, 2011).
A. Nondisclosure Covenant
Sherland argues that the district court erred by ignoring the nondisclosure covenant
in its interpretation of the noncompetition covenant. Sherland a s s e r t s t h a t , b e c a u s e
Medtronic’s only basis for the TRO is the threat of disclosure of confidential information,
the district court should have applied the nondisclosure provision. According to Sherland,
Medtronic was required to show that Sherland actually disclosed confidential information,
as required by the nondisclosure covenant, before any restricti ons on future employment
could be imposed.
The primary goal of contract interpretation is to “enforce the intent of the parties.”
Valspar Refinish, Inc. v. Gaylord’s, Inc. , 764 N.W.2d 359, 364 (Minn. 2009). “Because
the intent of the parties is typically determined from the plai n language of a written
contract . . . we generally enforce the agreement of the parties as expressed in the language
of the contract.” St. Jude Medical, Inc., v. Carter , 913 N.W.2d 678, 683 (Minn. 2018)
(citations and quotations omitted). “Where the terms of the co ntract are ambiguous, the
[district] court is to ascertain the parties’ intent by looking at the document as a whole and
at the surrounding circumstances.” Cherne, 278 N.W.2d at 88. A contract is ambiguous
if it is susceptible to two or more reasonable interpretations. Dykes v. Sukup Mfg. Co., 781
N.W.2d 578, 582 (Minn. 2010). However, absent ambiguity, “ther e is no room for
construction or interpretation” a nd “resort to the maxims of co ntract construction is not

9
available to create ambiguity.” Colangelo v. Norwest Mortg., Inc. , 598 N.W.2d 14, 18
(Minn. App. 1999), review denied (Minn. Oct. 21, 1999) (citations and quotations omitted).
Here, the noncompetition covenant prohibits Sherl and from worki n g f o r a
competitor in connection with a competitive product for two years following the end of his
employment with Medtronic. This provision is triggered upon Sh erland’s subsequent
employment with a competitor in c onnection with a competitive p roduct. The
nondisclosure covenant prevents Sherland from using or disclosi ng confidential
information for the benefit of a nyone other than Medtronic, eit her during or after
employment, for as long as the information remains confidential . The nondisclosure
covenant further prohibits She rland from rendering services to a conflicting organization
for two years to the extent that he would use, disclose, or rel y upon Medtronic’s
confidential information. This provision is triggered upon Sherland’s use or disclosure of
confidential information or subsequent employment where he woul d be required to use
confidential information.
Noncompetition and nondisclosure covenants create separate obli gations and are
not mutually exclusive. In Eutectic Welding Alloys Corp. v. West, the Minnesota Supreme
Court analyzed an employment agreement when an employer sought enforcement of a
nondisclosure covenant and a noncompetition covenant. 160 N.W.2d 566, 567-68 (Minn.
1968). The court first determined that the nondisclosure coven ant had not been breached
because the employee had not recei ved significant trade secrets during his employment.
Id. at 570. However, in analyzing the noncompetition provision, t he court stated, “it is
clear that it was breached; that is, [the employee], almost immediately after the termination

10
of his employment . . . took employment with a competitor.” Id. Eutectic illustrates that
an employee may breach a noncom petition covenant, while remaini ng compliant with a
nondisclosure covenant.2
Sherland cites Cherne, 278 N.W.2d at 81, in support of his argument that courts are
required to “consider[] the issue of disclosure of confidential/trade secret information under
the provision in the contract that addresse[s] nondisclosure of confidential information, not
the noncompetition provision.” In that case, the employer brought suit to enjoin its former
employees both from using confid ential information (nondisclosu re) and unfairly
competing in the market (noncompetition). Id. at 87. On appeal, the employees argued,
among other things, that the district court’s grant of an injun ction was inappropriate
because the information taken by t he employees was no longer co nfidential and the two-
year restriction in the noncompetition covenant had expired. Id. at 91. After determining
that the injunction was justifie d on the basis of the nondisclo sure provision, the court
further stated, “we need not decide whether this injunction could be issued as a remedy for
the breach of the covenant not to compete.” Id. at 93. Cherne does not support Sherland’s
proposition that courts are required to apply the factual circu mstances involving the
potential disclosure of confidential information solely to nondisclosure covenants. Instead,
the court only determined that the injunction could be issued as a remedy for the breach of
a nondisclosure covenant as challenged, but did not decide whether the injunction could be
issued as a remedy for the breach of the noncompetition covenant. Id.

2 Despite the employee’s breach, the court concluded that the no ncompetition covenant
was unenforceable because the restrictions were overbroad. Id.

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Sherland argues that Medtronic h as not shown breach of the nond isclosure
covenant. However, unlike Eutectic and Cherne, Medtronic has not alleged breach of the
nondisclosure covenant—Medtronic alleged breach of the noncompe tition covenant. “A
plaintiff has the right to control his own lawsuit and to bring his claims against whomever
he chooses.” Graff v. Robert M. Swendra Agency, Inc., 800 N.W.2d 112, 118 (Minn. 2011).
Similarly, Medtronic, as master of its complaint, was permitted to bring an action under
the noncompetition cove nant without bringing a simultaneous act ion under the
nondisclosure covenant.
It is true that the district court did not mention the nondiscl osure covenant in its
order and did not explicitly state that it declined to interpret the noncompetition covenant
in light of the nondisclosure covenant. “But this omission alo ne does not necessarily
indicate that the district court failed to consider the provision.” Carter, 913 N.W.2d at 686.
The nondisclosure covenant was directly before the district cou rt, as acknowledged by
Sherland, and “[e]qually clear, the district court did not acce pt these arguments when
directly requested to do so.” Id. Ac c or di n g l y, “ t he o nl y l o gi c a l c onc l us i on i s t ha t t he
district court considered and rejected these arguments” when it determined that the
nondisclosure covenant was inapplicable to Medtronic’s claim of breach of the
noncompetition covenant. Id. (citing as analogous authority Buro v. Morse, 237 N.W. 186,
187 (Minn. 1931) (explaining that the district court’s refusal to make requested findings
was “equivalent to finding negativing the facts requesting to be found”)). The district court
did not err in determining that the noncompetition covenant is the governing provision of
the agreement as alleged by Medtronic.

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B. Narrow Construction

Sherland argues that the agreemen t is ambiguous because there i s a legitimate
question as to whether the nondisclosure covenant or the noncompetition covenant controls
in a situation involving confidential information. Because of this ambiguity, Sherland
asserts that the district court erred by failing to construe th e agreement narrowly against
Medtronic.
Minnesota courts interpret a n oncompetition agreement as narrow ly as possible
while protecting the former employer’s legitimate business interests. Walker Emp’t Serv.,
Inc. v. Parkhurst, 219 N.W.2d 437, 441 (Minn. 1974). Legitimate business intere sts that
may be protected include the com pany’s goodwill, trade secrets, and confidential
information. Medtronic, Inc. v. Advanced Bionics Corp ., 630 N.W.2d 438, 456 (Minn.
App. 2001) (citation omitted); see also Bennett v. Storz Broadcasting Co. , 134 N.W.2d
892, 898 (Minn. 1965) (“[T]his court has uniformly upheld coven ants in a contract of
employment designed . . . to protec t the legitimate interest of the business . . . where the
employee is given access to the employer’s . . . trade secrets.”).
The Eighth Circuit, applying Min nesota law, preliminarily enjoi ned a former
employee from working for a competitor pursuant to a noncompetition covenant in a case
involving confidential information. Modern Controls, Inc. v. Andreadakis, 578 F.2d 1264,
1268 (8th Cir. 1978). Reversing the district court, the court explained that “confidential
business information which does not rise to the level of a trad e secret can be protected by
a properly drawn covenant not to compete.” Id. at 1268 (citing Walker Employment
Service, Inc. v. Parkhurst , 219 N.W.2d 437 (Minn. 1974); Bennett v. Storz Broadcasting

13
Co., 134 N.W.2d 892 (Minn. 1965); cf. Equipment Advertiser, Inc. v. Harris, 136 N.W.2d
302, 306 (Minn. 1965)). As to the employer’s burden of proof in an action for breach of a
noncompetition covenant, the court stated,
To require an employer to prove the existence of trade secrets
prior to enforcement of a covenant not to compete may defeat
the only purpose for which the covenant exists. An employer
need only show that an employee had access to confidential
information and a court will then determine the overall
reasonableness of the covenant in light of the interest sought to
be protected.

Id. (citing Eutectic Welding Alloys Corp., 160 N.W.2d at 570-71). The court also addressed
the district court’s determina tion that the noncompetition cove nant was unenforceable
because the confidentiality provi sion encompassing the noncompe tition covenant was
unreasonably broad. Id. at 1269. In addressing this reasoning, the court stated, “we fail to
see how [the confidentiality provi sion] affects the enforceabil ity of the covenant not to
compete.” Id.
The existence of a nondisclosure covenant does not preclude a n oncompetition
covenant from also protecting an employer’s legitimate interest in its confidential
information. Medtronic brought suit to enforce the noncompetit ion covenant, alleging a
risk of disclosure of its confidential information. The distri ct court found that Sherland
acquired confidential informatio n throughout his career at Medt ronic and that he “had
access to and significant knowledge about sales and marketing s trategies used by
Medtronic to train their sales force and such information would be useful to Medtronic’s
competitors.” Because a noncompetition covenant may protect co nfidential information,
the agreement is not ambiguous as to which provision controls. See Advanced Bionics

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Corp., 630 N.W.2d at 456. The record supports the district court’s determination that
Medtronic will likely succeed on the merits of its claim under the noncompetition covenant.
Sherland further argues that abs ent ambiguity, the expansive la nguage of the
noncompetition covenant does not apply to his role as an internal trainer. In support of this
argument, Sherland cites the absence of the terms “training” and “education” from the list
of services outlined in the definitions of terms contained in the noncompetition provision.
Medtronic counters that the n oncompetition covenant applies to Sherland because he is
“employed by or otherwise perform[s] services for” a conflictin g organization in
connection with a competitive product.
Medtronic’s argument has merit. The relevant portion of the no ncompetition
covenant provides: “Employee agrees that while employed by MEDTRONIC, and for two
(2) years after the last day Employee is employed by MEDTRONIC, Employee will not be
employed or otherwise perform services for a CONFLICTING ORGANI ZATION in
connection with or relating to a C OMPETITIVE PRODUCT or COMPETI TIVE
RESEARCH AND SUPPORT.” From the plain language of this provisi on, the
noncompetition covenant applies to Sherland as the signatory em ployee. The language
also states that Sherland, as th e signatory employee, “will not be employed or otherwise
perform services for” a conflicting organization for two years. Bolton is a conflicting
organization because it directly competes with Medtronic in the area of aortic products.
By the noncompetition covenant’s p lain language, Sherland is pr ohibited from
employment with Bolton in connection with a competitive product.

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The agreement further defines “COMPETITIVE PRODUCT” as “goods, products,
product lines or services and each and every component thereof, developed, designed,
produced, manufactured, marketed, promoted, sold, supported, se rviced, or that are in
development or the subject of research by anyone other than MED T R O N I C . ” W h i l e
Sherland notes that “training” and “education” are missing from the terms outlined in this
definition, Sherland’s role as a Senior Training Manager at Bolton still falls under the term
“support[].” In his affidavit, Sherland stated that he will be “training other Bolton
employees on Bolton products.” Sherland’s supervisor at Bolton asserted that he will not
be involved in sales or product design and development. Howeve r, if Sherland were to
train Bolton employees on Bolton products, then he would be sup porting competitive
products. The language of the noncompetition agreement applies to Sherland as an internal
trainer. The district court did not err in its construction of the agreement.
II. The district court did not abuse its discretion in drawing an inference that
Medtronic faced irreparable harm.

Sherland argues that the district court abused its discretion by misapplying the law
when it concluded that Medtronic faced irreparable harm from the risk of disclosure of its
confidential information. Sherland contends that the mere possibility that harm will occur
is insufficient to warrant a finding of irreparable harm. Instead, Sherland asserts that actual
irreparable harm must be shown. We disagree.
Irreparable injury may be “actual or threatened.” Peterson v. Johnson Nut Co., 283
N.W. 561, 565 (Minn. 1939). The party seeking an injunction must show that “irreparable
injury has resulted, or will in all probability result.” Menter Co. v. Brock, 180 N.W. 553,

16
554 (Minn. 1920). The threatened injury must be real and subst antial. AMF Pinspotters,
Inc. v. Harkins Bowling, Inc. , 110 N.W.2d 348, 351 (Minn. 1961). “The burden is not
insignificant: the party must show that the irreparable injury is likely, not just possible.”
Carter, 913 N.W.2d at 684 (emphasis in original).
Breach of a noncompetition covenant by itself does not indicate irreparable injury
to the employer. Id. at 685. “Injury is not shown by the mere fact that the employ ee has
left the service and has entered the employ of a rival concern. ” Menter Co., 180 N.W.2d
at 554. Because of the risk of constraining employees from making a living, courts require
“some proof of irreparable damage . . . to be adduced in such a case before equitable relief
by way of injunction will issue.” Carter, 913 N.W.2d at 685 (quoting Menter Co., 180
N.W. at 554).
“[T]here are circumstances in which it may be appropriate for a district court to infer
irreparable harm.” Id. The Minnesota Supreme Court has recognized that these
circumstances “include situations where customer good will is at stake, when an employee
takes business secrets with an intent to benefit from the secre ts, or when a risk exists that
the secrets will be disclosed in the subsequent employment and result in irreparable harm.”
Id. (citing Menter Co., 180 N.W. at 554). The court’s use of the word “or” indicates that
any one of the recognized situations may justify an inference of irreparable harm.
Here, the district court found that respondents would likely suffer irreparable harm
if Sherland were allowed to train the sales force at Bolton. As Sherland notes, the district
court repeatedly referenced the threat of harm that would befall Medtronic, rather than any
actual harm that has already occurred. In the absence of a fin ding of actual harm,

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Medtronic relies on an inference of irreparable harm to support its request for an injunction.
Medtronic “must show more than the breach of the restrictive co venant, and [it] cannot
satisfy its burden of proof to support an inference of harm solely by relying on [Sherland’s]
departure to work for a competitor.” Id.
In Carter, the Minnesota Supreme Court analyzed the threat of irreparable harm in
the absence of findings of actual harm. In determining that th e employer was not entitled
to an inference of harm, the court explained that the circumstances of the case failed to fall
within the types of situations where the court has previously r ecognized inferences of
irreparable injury. Id. Given the district court’s conclusion that the “speculative f ear of
possible disclosure is unsupported by the evidence,” the court determined that the district
court did not abuse its discreti on in its decision not to draw an inference of irreparable
harm. Id.
Unlike Carter, this case falls squarely within the types of situations where t h e
supreme court has previously justified an inference of irreparable harm. The district court
found that Medtronic would suffer irreparable harm because Sher land “had access to and
significant knowledge about sales and marketing strategies used by Medtronic to train their
sales force,” which would allow him “to use his knowledge of Me dtronic’s aortic
marketing and sales training plans and strategies to compete unfairly with Medtronic.” In
this case, a “risk exists that secrets will be disclosed in the subsequent employment and
result in irreparable harm.” Id. (citing Menter Co., 180 N.W. at 554).
The district court’s findings are supported by the record. In support of Medtronic’s
motion, Sherland’s Medtronic s upervisor filed an affidavit in w hich she stated that

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Sherland was “regularly provided, possessed and worked with Med tronic’s confidential
training and marketing plans and strategies, including its strategies for competing directly
with Bolton and other key comp etitors.” Sherland admitted in h is affidavit that he “had
access to some confidential information at Medtronic.” Further , a forensic analysis of
Sherland’s Medtronic-issued laptop, in his possession while at Medtronic, revealed a folder
of “Competitive Playbooks” with s ubfolders and files pertaining to Medtronic’s
competitors, including Bolton. Sherland maintained that many Medtronic employees had
access to this kind of informati on and that “[t]his kind of inf ormation deals with
competitive differences in the products that almost anyone who works in the field is aware
of.” But Sherland’s Medtronic s upervisor also stated that thos e documents are used by
Medtronic to train their sales force on how to competitively po sition their aortic products
in the market.
Sherland also participated in monthly and annual Medtronic Glob al Aortic
Marketing meetings. Medtronic provided Sherland with confidential documents in relation
to these marketing meetings. Notably, Sherland was part of the t e a m w o r k i n g o n t h e
market launch of Medtronic’s next generation thoracic device, a nd Sherland was
responsible for developing the global training materials for th e device. For this purpose,
he was provided confidential information about its specifications prior to its FDA approval,
Medtronic’s plans for marketing the device, and Medtronic’s strategies for training its sales
force to sell the device against its competition.
In addition to Sherland’s breach of the noncompetition covenant , Medtronic has
shown that a risk exists that Sherland will disclose confidenti al information in his

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employment with Bolton, and irre parable harm will in all probab ility result. The district
court did not abuse its discretion in drawing an inference of irreparable harm.
Affirmed.