Edwards Lifesciences, LLC, Respondent,

This opinion will be unpublished and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
A18-0631

Edwards Lifesciences, LLC,
Respondent,

vs.

Bryan Szweda,
Appellant.

Filed March 18, 2019
Affirmed
Larkin, Judge

Hennepin County District Court
File No. 27-CV-16-5418

Cortney G. Sylvester, Allyson J. Petersen, Nilan Johnson Lewis PA, Minneapolis,
Minnesota (for respondent)

Michael D. Schwartz, Brandon M. Schwartz, Schwartz Law Firm, Oakdale, Minnesota (for
appellant)

Considered and decided by Halbrooks, Presiding Judge; Larkin, Judge; and Smith,
Tracy M., Judge.
U N P U B L I S H E D O P I N I O N
LARKIN, Judge
Appellant-employee challenges the district court’s grant of summary judgment in
favor of resp ondent-employer on its breach -of-contract claim to recover portions of

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appellant’s sign-on bonus and relocation benefits, arguing that the district court’s grant of
summary judgment is unsupported by admissible evidence and that there are genuine issues
of material fact . Appellant also challenges the district court’s summary dismissal of his
breach-of-contract counterclaim regarding certain stock options. We affirm.
FACTS
On February 2, 2015, appellant Bryan Szweda began working for respondent
Edwards Lifesciences LLC (Edwards) as its “Senior Director, Engineer —Heart Valve
Therapy.” In April 2016, Edwards sued Szweda, asserting breach -of-contract a nd
promissory-estoppel claims. Edwards alleged that Szweda’s “employment with [Edwards]
was terminated on or about October 26, 2015” and that he was th us required to repay
$12,500 of his sign-on bonus and $123,110.75 of his relocation benefits under the terms of
an offer letter and relocation -benefits agreement. In December 2016, Szweda
counterclaimed for breach of contract, asserting that he was entitled to the vested portion
of certain stock options.
In July 2017, Edw ards moved for summary judgment. The summary-judgment
record established the following undisputed facts. By letter dated December 22, 20 14,
Edwards offered Szweda the position of “Senior Director, Engineer —Heart Valve
Therapy.” The offer letter proposed that Szweda would begin employment on February 2,
2015, and that he would receive an annual salary of $230,000, a sign-on bonus of $20,000,
an equity grant valued at $60,000, and relocation benefits.
As to the sign-on bonus, the offer letter stated,

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In the event that you should separate from Edwards
Lifesciences LLC prior to two (2) years of employment (except
through a workforce reduct ion and/or job elimination), the
bonus will be repayable to Edwards Lifesciences LLC on a pro-
rated basis. For example, should the separation occur after
twelve (12) months of employment, the pro -rated amount due
would be calculated as follows [(24 -
12)/24]*($20,000.00)=$10,000.00.

As to the equity grant , the offer letter stated that the grant would include stock
options, which would “vest 25% per year over four years of employment with Edwards
from the date they were granted. ” According to a “Grant/Award Activity Report” in the
record, Szweda received 2,494 stock options on February 19, 2015.
Lastly, as to relocation benefits, the offer letter stated,
In the event that you should separate from Edwards
Lifesciences LLC prior to two (2) years of employment (except
through a workforce reduction and/or job elimination), all
relocation expenses will be repayable to Edwards Lifesciences
on a pro-rated basis. For example, should the separation occur
within the first twelve (12) months of employmen t, the pro -
rated amount due would be 100% of all relocat ion expenses
incurred to date. Should the separation occur within the second
twelve (12) months of employment, the pro -rated amount due
would be 50% of all relocation expenses incurred to date.

The offer letter provided that “[t]his offer, if accepted, creates an employment -at-
will relationship between you and Edwards Lifesciences and may be terminated at any time
by you or Edwards Lifesciences LLC.” Szweda signed the offer letter on December 24,
2014, under the heading “OFFER ACCEPTED” and submitted it to Edwards. The parties
executed an employment agreement, which Szweda signed on December 24, 2014, and
Edwards signed on February 2, 2015.

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On February 10, 2015, Szweda signed a document entitle d “RELOCATION
REPAYMENT AGREEMENT,” which provided that he agreed to repay relocation
benefits “if, within twenty-four (24) months of the commencement of [his] employment in
the new work location, [his] employment is terminated for any reason (except throu gh a
workforce reduction and/or job elimination) by [him] or by [Edwards]” and establ ished a
repayment schedule.
On September 10, 2015, the State of Minnesota charged Szweda with five counts of
theft by swindle and one count of theft of a trade secret. The criminal complaint alleged
that between September 1, 2010 , and September 30, 2014, Szweda “received over
$140,000 in reimbursements or benefits from his [former] employer by falsifying expense
reports [and] reimbursement requests or otherwise misusin g the company -issued credit
card.” The complaint also alleged that on the day Szweda’s former employer placed him
on administrative leave, he copied a file containing “highly sensitive files that had been
marked as confidential” from his work computer to an external hard drive and then copied
them from the external hard drive to his home computer and another external hard drive.
In his deposition in this case, Szweda testified that, in the fall of 2015, Edwards
placed him on an administrative personal le ave of absence based on his criminal charges.
Szweda testified that an Edwards employee instructed him to turn in his work computer
and badge, which he did, and that he also turned in his work iPad. Szweda testified that he
stopped performing work for Edwards after he was placed on administrative leave.
Edwards sent Szweda a letter dated October 2, 2015, stating that he had been placed
on an administrative personal leave of absence “effective September 28, 2015,” that it was

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an “unpaid leave,” and that during such leaves employees are required to exhaust their
“accrued vacation and/or sick time.” The letter also stated that Szweda’s sick time would
be paid out on October 9, that his vacation time would be paid out on October 23, and that
“[a]s of October 26, 2015, Mr. Szweda will no longer be receiving paid time from Edwards
Lifesciences LLC.”
Edwards sent Szweda a demand letter dated January 14, 2016, stating that his
“employment with Edwards was ended on October 26, 2015,” and demanding that he repay
a $12,500 prorated share of his sign-on bonus and $123,110.75 of his relocation benefits.
On February 16, Szweda’s counsel responded to the demand letter by email, writing,
As we have discussed in the past, [Szweda] does not agree with
your position that he owes monies to Edwards pursuant to the
Relocation Assistance Agreement nor does he agree that he
owes monies to Edwards pursuant to the Offer Letter.

In the summary -judgment proceedings , Szweda maintained that his employ ment
with Edwards had never been terminated and that he therefore was not obligated to repay
any of his sign-on bonus or relocation benefits. The district court rejected that argument,
reasoning that Szweda should have been aware that his employment had b een terminated
upon his receipt of Edwards’s January 14, 2016 demand letter , which stated that his
employment had ended in October 2015. The district court granted summary judgment for
Edwards on its breach-of-contract claim, dismissed its promissory-estoppel claim as moot,
and dismissed Szweda’s counterclaim. The district court awarded judgment for Edwards
in the amount of $135,610.75, comprised of a $12,500 prorated share of Szweda’s sign-on
bonus and $123,110.75 of his relocation benefits. Szweda appeals, challenging the district

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court’s grant of summary judgment and dismissal of his counterclaim . He does not
challenge the district court’s computation of damages.
D E C I S I O N
“A motion for summary judgment shall be granted when the pleadings, depositions,
answers to interrogatories, and admissions on file, together with the affidavits, if any, show
that there is no genuine issue of material fact and that either party is entitled to a judgment
as a matter of law.” Fabio v. Bellomo , 504 N.W.2d 758, 761 (Minn. 1993). A factual
dispute is material when its resolution will affect the outcome of the case. Antonello v.
Comm’r of Revenue, 884 N.W.2d 640, 645 (Minn. 2016). A genuine issue of material fact
exists if a rational trier of fact, considering the record as a whole, could find for the
nonmoving party. Frieler v. Carlson Mktg. Grp., Inc., 751 N.W.2d 558, 564 (Minn. 2008).
No genuine issue of material fact exists “when the nonmoving party presents evidence
which merely creates a metaphysical doubt as to a factual issue and which is not sufficiently
probative with respect to an essential element of the nonmoving party’s case to permit
reasonable persons to draw different conclusions.” DLH, Inc. v. Russ, 566 N.W.2d 60, 71
(Minn. 1997). But if the record evidence could support “disputed reasonable inferences
from undisputed facts, . . . summary judgment [is] improper.” Henson v. Uptown Drink,
LLC, ___ N.W.2d ___, ___, 2019 WL 287474, at *1 (Minn. Jan. 23, 2019).
This court reviews a district court’s grant of summary judgment de novo. Dukowitz
v. Hannon Sec. Servs., 841 N.W.2d 147, 150 (Minn. 2014). “We view the evidence in the
light most favorable to the party against whom summary judgment was granted to

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determine whether there are any genuine issues of material fact and whether the district
court correctly applied the law.” Id.
I.
Szweda contends that the district court’ s grant of summary judgment i s based on
inadmissible evidence.
“Evidence offered to support or defeat a motion for summary judgment must be
such evidence as would be admissible at trial.” Twin Cities Metro -Certified Dev. Co. v.
Stewart Title Guar. Co., 868 N.W.2d 713, 720 (Minn. App. 2015) (quotation omitted); see
also Murphy v. Country House, Inc. , 240 N.W.2d 507, 511 (Minn. 1976) (stating that
because affidavit contained inadmissible hearsay, it could not be considered in deciding
summary-judgment motion). A document must be authenticated to be admissible. Minn.
R. Evid. 901(a). This requirement “is satisfied by evidence sufficient to support a finding
that the matter in question is what its proponent claims.” Id. The district court’s
determination that a document meets the authentication requirement in rule 901 is reviewed
for an abuse of discretion. Gopher Oil Co. v. Am. Hardware Mut. Ins. Co. , 588 N.W.2d
756, 765 (Minn. App. 1999), review denied (Minn. Apr. 20, 1999).
Szweda argues that the following exhibits , which were attached to Edwards’s
counsel’s aff idavit in support of summary judgment, were inadequately authenticated :
“Employee Expense Detail Report,” “HR Termination Checklist,” “November 10, 2015
COBRA Notice to Bryan Szweda & Family,” “February 1, 2016 email from Vickie Seriki
to Andy Tymkiw,” “March 25, 2016 Andy Tymkiw email,” and “January 14, 2016 Demand
Letter.” Specifically, Szweda argues that Edwards’s counsel “lacked the foundation

8
necessary” to properly authenticate those documents because she did not have personal
knowledge of them.
The district court explained that it entered “judgment against [Szweda] based on
January 14, 2016 as his termination date.” The district court’s use of January 14, 2016, as
the termination date was based on Edwards’s January 14, 2016 demand letter ; it was not
based on any of the other documents that Szweda challenges as inadequately authenticated.
We therefore limit our consideration of Szweda’s evidentiary challenge to the January 14,
2016 demand letter.
At Szweda’s deposition in the underlying action, Edwards presented the January 14,
2016 demand letter to Szweda, Szweda testified that his counsel received the letter , and
Szweda further testified that he saw the letter in January 2016. Szweda’s deposition
testimony was sufficient to satisfy rule 901’s authentication requirement that the January
14, 2016 demand letter “is what its proponent claims.” The district court therefore did not
abuse its discretion by relying on that demand letter, and we consider the demand letter in
determining whether the district court properly granted summary judgment for Edwards.
II.
Szweda contends that summary judgment was inappropriate because there is a
genuine issue of material fact regarding the date , if any, on which his employment was
terminated and whether his “position of Senior Director, Engineer—Heart Valve Therapy
was eliminated.”1

1 At oral argument to this court, Szweda attempted to raise an issue regarding the meaning
of separation from employment. However, Szweda conceded that although he raised that

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As to the termination date, Szweda argues that “the documentation in the record
expressly established that [he] was placed on ‘Leave of Absence’ ” and that “never had
anyone from Edwards ever informed him he was terminated.” He argues that “[t]here was
no termination meeting, there was no final meeting, there was no exit interview —none of
these regular processes in terminating someone occurred here” and that “[a]s a result, the
District Court had no factual basis for resolving the disputed issue as to [his] alleged
termination date.” Szweda further argues that “[t]he Court will search the record in vain
for a single piece of admissible evidence stating that [his] employment with Edwards was
terminated within one or two years of commencement.”
The record refutes Szweda’s argument tha t Edwards never informed him that his
employment had been terminated. At his deposition, Szweda acknowledged receiving
Edwards’s January 14, 2016 demand letter . He also acknowledged that the demand letter
stated that Szweda’s “employment with Edwards [had] ended” and demanded that he repay
$12,500 of his sign-on bonus and $123,110.75 of his relocation benefits. However, Szweda
notes that the demand letter also stated that his employment had ended on October 26,
2015, and argues that the district court im properly resolved the “genuinely disputed
material fact” regarding when he was discharged.
“[T]he district court is not to find facts by re solving disputes at the summary
judgment stage . . . .” J.E.B. v. Danks , 785 N.W.2d 741, 747 (Minn. 2010). Moreover,

issue in district court, he did not raise or discuss it in his briefing to this court. We therefore
do not consider that issue. See Melina v. Chaplin, 327 N.W.2d 19, 20 (Minn. 1982) (“This
issue was not argued in the briefs and accordingly must be deemed waived.”).

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“the function of the district court on a motion for summary judgment is not to weigh the
evidence.” DLH, 566 N.W.2d at 70. Nonetheless, the district court made multiple
“findings of facts” in support of its order for summary judgment, including that Szweda’s
employment “was terminated on or about October 26, 2015.” Because t he evidence
regarding whether Szweda’s employment was t erminated on October 26, 2015, i s
conflicting, the district court erred by finding that Szweda’s employment was terminated
on that date. However, that error is harmless because the district court’s grant of summary
judgment was ultimately based on the theory that terminat ion occurred no later than
January 14, 2016 . See Minn. R. Civ. P. 61 (“ The court at every stage of the pr oceeding
must disregard any error or defect in the proceeding which does not affect the substantial
rights of the parties.”).
A genuine issue of material fact exists if a rational trier of fact, considering the
record as a whole, could find for the nonmoving party. Frieler, 751 N.W.2d at 564. It is
undisputed that Szweda is required to repay prorated share s of his sign -on bonus and
relocation benefits if Edwards terminated his employment within the first two years of
employment. Thus, a rational trier of fact could not render a verdict for Szweda unless it
found that Szweda’s employment was not terminated within the first two years of
employment, which began on February 2, 2015 . The January 14, 2016 demand letter
eliminates any reasonable dispute regarding whether Szweda’s employment was
terminated as of the date of the demand letter. As the district court reasoned, Szweda
“should have been aware that he was terminated on January 14, 2016 when [Edwards] sent
him a demand letter stating that he had been terminated in October 2015 and was required

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to repay Edwards Lifesciences .” A reasonable person could not draw a different
conclusion.2
Because reasonable people could not disagree that Szweda’s employment was
terminated as of January 14, 2016, and that date was within the first two years of his
employment, there is no genuine issue of material fact regarding his termination date.
As to whether his position was eliminated, Szweda argues that “the 2015 and 2016
Edwards Organizational Charts evidence that [his] position of Senior Director, Engineer—
Heart Valve Therapy was eliminated” and that the elimination of his position “negated any
obligation by [him] to repay any portion of the sign -on bonus or relocation exp enses.”
Szweda notes that the 2015 Edwards Organizational Chart shows him as “Sr. Director Adv.
Mfg. Engmg” and asserts that the “2016 Edwards Organizational Chart establishes that
[his] position was eliminated and is entirely missing from the Organizational Chart.”3
However, the offer letter provides that Szweda is not required to repay any portion
of the sign-on bonus or relocation benefits if his separation from Edwards occurs “through
a workforce reduction and/or job elimination.” Thus, to avoid summary judgment on the

2 Szweda argues that because the letter was sent by an attorney representing Edwards, and
not Edwards, a reasonable person could question the accuracy of the letter’s content and
therefore reach a different conclusion. We are not persuaded.
3 The 2015 Organizational Chart and the 2016 Organizational Chart show two
organizational structures within Edwards. The 2015 Organizational Chart starts at
Edwards’s vice president of “HVT GlobalOPS” and shows all of the positions in Edwards’s
HVT unit, including Szweda’s position of “Sr. Director Adv. Mfg. Engmg.” The 2016
Organizational Chart starts at Edwards’s director of engineering and shows the positions
under the director of engineering.

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basis of this exception, Szweda had to present evidence that he separated from Edwards
because his position was eliminated.
In his deposition testimony, Szweda stated that he believed Edwards eliminated his
position based on “industry chatter.” Neither that testimony nor the organizational charts
on which S zweda relies explains why Edwards terminated Szweda ’s employment. And
Szweda does not cite to evidence in the record suggesting that Edwards terminated his
employment because it had eliminated his position. At best, the record “merely creates a
metaphysical doubt” regarding the reason for Szweda’s separation from employment,
which is not “sufficiently probative . . . to permit reasonable persons to draw different
conclusions.” See DLH, 566 N.W.2d at 71.
In sum, there is no genuine issue of material fact regarding whether Szweda’s
employment with Edwards was terminated as of January 14, 2016, nor whether Szweda’s
employment was terminated because his position was eliminate d. Because the record
indisputably establishes that Edwards terminated Szweda’s employment within the first
two years of employment, Edwards is entitled to judgment as a matter of law on its breach-
of-contract claim , and the district court did not err by granting summary judgment for
Edwards.
In addition, the district court properly dismissed Szweda’s breach -of-contract
counterclaim. Szweda claimed that he was entitled to the vested portion of his stock
options. The December 22, 2014 offer letter stated that Szweda’s stock options would
“vest 25% per year over four years of employment with Edwards fr om the date they were
granted.” Edwards granted Szweda stock options on February 19, 2015, and terminated

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his employment no later than January 14, 2016, l ess than a year after the stock -option
award. Thus, Szweda was not employ ed at Edwards long enough for any portion of his
stock options to vest, and he had no viable claim for vested stock options.
Affirmed.