A25-1487

This opinion is nonprecedential except as provided by
Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA
IN COURT OF APPEALS
A25-1459
A25-1487

Joshua LaFond,
Appellant (A25-1459),

vs.

Mater Dei Apostolate, et al.,
Respondents,

Joshua LaFond,
Respondent,

vs.

Mater Dei Apostolate, et al.,
Appellants (A25-1487).

Filed August 3, 2026
Affirmed in part and reversed in part
Johnson, Judge

St. Louis County District Court
File No. 69DU-CV-23-1974

Vincent J. Fahnlander, Maxwell D. Becker, Mohrman, Kaardal & Erickson, P.A.,
Minneapolis, Minnesota (for Joshua LaFond)

David M. Wilk, Patrick H. O’Neill, III, Nicholas A. Rauch, Larson King, L.L.P., St. Paul,
Minnesota (for Mater Dei Apostolate and Marie Mullen)

Considered and decided by Johnson, Presiding Judge; Harris, Judge; and
Rasmusson, Judge.

2
NONPRECEDENTIAL OPINION
JOHNSON, Judge
This appeal is concerned with claims of breach of contract and defamation arising
from a private high school’s employment of a headmaster. After a five-day trial, a St.
Louis County jury found that the school did not commit a breach of contract by suspending
the headmaster without pay, which prompted his resignation. The jury also found that the
school’s executive director defamed the headmaster, for which the jury awarded the
headmaster damages of $120,000.
We conclude that the district court did not err by denying the headmaster’s post -
trial motion for judgment as a matter of law on his breach -of-contract claim against the
school. We also conclude that the district court did not err by denying the executive
director’s post-trial motion for judgment as a matter of law or a new trial on the
headmaster’s defamation claim. But we conclude that the district court erred by granting
the school’s post-trial motion for attorney fees and costs, which was based on a provision
in the headmaster’s employment agreement, and by ordering the headmaster to pay the
school approximately $175,000 for its attorney fees and costs. Therefore, we affirm in part
and reverse in part.
FACTS
Mater Dei Apostolate (hereinafter MDA) is a Catholic high school in the city of
Cloquet. The school was founded in 2019 by Marie Mullen, who served as its executive
director until the end of the 2022-2023 school year.
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In the summer of 2022, MDA hired Joshua LaFond to be the school ’s headmaster.
MDA and LaFond entered into a written employment agreement that specified a two-year
term and an annual salary of $90,000. The agreement required, in relevant part, that
LaFond follow MDA’s code of conduct and fulfill the responsibilities stated in a written
job description. In the employment agreement, MDA expressly reserved the right to
terminate LaFond if he were to breach the agreement. As headmaster, LaFond reported to
Mullen, who in turn reported to MDA’s governing board.
Problems arose in LaFond’s first semester after he made several reports to Mullen
that her son had misbehaved. After receiving the reports, Mullen reviewed videorecordings
of the incidents, which were captured by security cameras inside the school, and observed
what she believed to be discrepancies between the videorecordings and LaFond’s reports.
The first incident occurred in early October 2022, when LaFond saw Mullen’s son
and two other students using laptop computers outside the designated study-hall room,
which was not allowed by a school policy. LaFond reported to Mullen that, when he told
the students to move to the designated room, Mullen’s son said “no,” argued with LaFond,
and untucked his shirt, which is contrary to the school’s dress code. Mullen reviewed a
videorecording of the incident and believed that her son did not say “no,” argue, or untuck
his shirt.
The second incident occurred the next day, when LaFond reported to Mullen that
her son kept a school-owned laptop computer in his locker, which is contrary to a school
policy. LaFond stated that Mullen’s son resisted LaFond’s instructions to return the
computer to the school office. Mullen reviewed the videorecording and disagreed with
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LaFond’s report. During an October meeting of the school’s board, Mullen expressed
concerns about the discrepancies she had observed between LaFond’s reports and the
corresponding videorecordings. The board instructed Mullen to document any future
discrepancies.
The third incident occurred in November 2022, when LaFond reported to Mullen
that her son and two other students had posted a message in an online chat room that teased
another student, which made that student upset. LaFond initially told Mullen that all of the
students were in the same class room when the post occurred, but he later corrected his
report by saying that the upset student received the message “as if she was in the same
room” with the other students. Mullen informed the board of this correction.
The fourth incident occurred in early January 2023, when LaFond reported to
Mullen that he had overheard her son and another student making sexually oriented
comments in the lunchroom. LaFond also stated that he had seen Mullen’s son and the
other male student holding beef-jerky sticks near their groins in a sexual manner. LaFond
requested that Mullen review the videorecording, stated that he was “very concerned”
about her son, and stated that he planned to meet with Mullen’s son to discuss the incident.
Mullen reviewed the videorecording and disagreed with LaFond’s report. Mullen agreed
that her son’s conduct was inappropriate but asked LaFond not to speak with her son about
the incident without her being present. The next day, however, LaFond met with Mullen’s
son one-on-one. Mullen’s son admitted the conduct LaFond had observed and repeated
the sexual comments he had made. LaFond told Mullen’s son that he believed such
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comments could indicate that a student is struggling with sexual-abuse issues or
pornography addiction.
Mullen reported the incident to the board in a detailed e-mail message. She stated
that LaFond’s report of the incident did not match the videorecording, and she expressed
dismay that LaFond had discussed sensitive subjects with her son without her being
present. Mullen stated that she believed LaFond’s response to the incident was “grounds
for immediate termination” because he had engaged in “manipulation” and “intimidation”
and had crossed “serious boundaries.”
The board later met with LaFond, who admitted to speaking with Mullen’s son
about sexual-abuse issues and pornography addiction. The board decided to issue LaFond
a formal reprimand . The board sent LaFond a letter stating that his conversation with
Mullen’s son, without the presence of a parent, was unprofessional and beyond the scope
of his job duties. The letter warned LaFond that future misconduct could result in further
discipline or termination.
In addition, t he chair of the board sent a detailed e-mail message to Mullen
informing her of the board’s decision not to terminate LaFond’s employment. The board
chair stated that the tension between LaFond and Mullen was “largely the result of
ineffectively onboarding the headmaster and fail[ing] to turn over the roles and
responsibilities to him.” The board chair recommended that Mullen complete leadership
training and expressed concern that MDA would not be successful if Mullen did not
delegate responsibilities to LaFond. The board chair also stated that increased board
governance was necessary for the success of MDA. A few days later, Mullen sent an e-mail
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message to LaFond in which she transferred all responsibility for day-to-day operations to
him and stated that she would work remotely in the future. Soon thereafter, the board
created a new position, dean of students, to assist LaFond with student discipline so that he
could focus on day-to-day operations.
The board’s support for LaFond subsequently diminished in the spring of 2023
following a disciplinary incident with another student. In March 2023, LaFond texted a
photograph to S.B., the mother of the student, that depicted several blueberries on the floor
of the lunchroom. LaFond referred to the photograph in a text message, stating, “I guess
blueberries grow on floors.” S.B. asked LaFond whether the blueberries belonged to her
son, to which LaFond responded in the affirmative. When S .B.’s son returned home that
day, S.B. spoke to him about the incident. S.B.’s son told her that he had spilled blueberries
on the floor but that he had cleaned them up. S.B. contacted the dean of students and
requested a videorecording of the incident. S.B. viewed the videorecording and saw her
son throw blueberries in the lunchroom and then pick up some of the blueberries. S.B. also
saw LaFond enter the lunchroom, pick up the remaining blueberries, arrange them under
the chair where S.B.’s son had been sitting, and photograph them.
S.B. sent an e -mail message to the dean of students expressing her concern that
LaFond had staged the blueberry photograph. The dean of students forwarded S.B.’s
e-mail message to Mullen, who forwarded it to the board. Board members reviewed the
videorecording of the incident, determined that LaFond had acted inappropriately by
staging the photograph, and concluded that disciplinary action was appropriate. The board
discussed the possibility of terminating LaFond’s employment but decided to suspend him
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without pay, with the option of continuing to teach two classes as a part-time instructor at
a salary of approximately $6,000 per year. LaFond resigned his employment.
In September 2023, LaFond commenced this action against MDA and Mullen. His
complaint asserted three causes of action: (1) breach of contract against MDA,
(2) defamation against Mullen, and (3) tortious interference with business relations against
Mullen.
The case was tried to a jury on five days in February and March of 2025. W ith
respect to the first claim, the jury found that MDA did not commit a breach of contract.
With respect to the second claim, the jury found that Mullen defamed LaFond and awarded
him damages of $120,000. The special-verdict form did not require the jury to return a
verdict with respect to the third claim because it had not found a breach of contract.
In April 2025, LaFond moved for judgment as a matter of law (JMOL) on his
breach-of-contract claim. Mullen moved for JMOL on LaFond’s defamation claim or, in
the alternative, a new trial. MDA filed a motion seeking contractual attorney fees and costs
from LaFond. In August 2025, the district court denied LaFond’s motion for JMOL, denied
Mullen’s motion for JMOL or a new trial, and granted MDA’s motion for attorney fees
and costs in the amount of $175,024.
LaFond filed a notice of appeal, Mullen filed a notice of appeal, and the two appeals
were consolidated.

8
DECISION
I. LaFond’s Motion for JMOL
We begin our analysis with LaFond’s argument that the district court erred by
denying his motion for JMOL.
A party is entitled to JMOL if “there is no legally sufficient evidentiary basis for a
reasonable jury to find ” for the other party on an issue. Minn. R. Civ. P. 50.01(a). On
appeal, this court views the evidence in the light most favorable to the prevailing party and
applies a de novo standard of review to the district court’s ruling on the motion. Kidwell
v. Sybaritic, Inc., 784 N.W.2d 220, 229 (Minn. 2010); Bahr v. Boise Cascade Corp., 766
N.W.2d 910, 919 (Minn. 2009).
To prevail on a breach-of-contract claim, a plaintiff generally must prove three
elements: “(1) formation of a contract, (2) performance by plaintiff of any conditions
precedent to his right to demand performance by the defendant, and (3) breach of the
contract by defendant. ” Park Nicollet Clinic v. Hamann, 808 N.W.2d 828, 833 (Minn.
2011). In this case, the district court instructed the jury as follows: “A contract is breached
when there is a failure to perform a substantial or an important part of the contract.” The
jury answered special interrogatories by finding that there was a contract between LaFond
and MDA but that MDA did not breach the contract.
In denying LaFond’s motion for JMOL, the district court reasoned that MDA
introduced evidence that was sufficient to allow the jury to find in MDA’s favor for two
reasons: first, that MDA did not breach the employment agreement because it did not
terminate LaFond but merely suspended him, after which he resigned, and, second, that
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MDA’s actions were justified by LaFond’ s failure to comply with his contractual
obligations, including his duty to abide by school policies and perform certain
responsibilities in the job description. On appeal, LaFond challenges the district court’s
reasoning on both grounds.
Our review leads to the conclusion that the evidence supports the district court’s
second rationale. Under the employment agreement, LaFond was required to “maintain
continuous adherence to the code of conduct and policies and procedures of Mater Dei
Apostolate and comply with the job specifications.” The written job specifications stated
that the MDA headmaster is responsible for “maintaining a positive, orderly and supportive
culture and learning environment,” “work[ing] closely with, and under the supervision of,
the executive director to execute the mission and achieve the vision of Mater Dei
Apostolate,” and “[c]ultivat[ing] positive relationships with MDA stakeholders including
parents, donors, clergy, and community members.” In the agreement, MDA expressly
“reserve[d] the right to terminate [LaFond] for breach of any of the terms of this
agreement.”
Viewing the evidence in the light most favorable to MDA, a reasonable jury could
find that LaFond did not comply with his contractual obligations. The evidence tends to
show that the primary reason for MDA’ s suspension of LaFond without pay was his
conduct with respect to the March 20 23 blueberry incident, in which he staged a
photograph that did not truly reflect the conduct of the student at issue and sent the
photograph to the student’s mother, who was offended and complained to MDA’s board.
In the aftermath of that incident, board members exchanged several e-mail messages in
10
which they criticized LaFond’s conduct and questioned his ability to lead the school as
headmaster. LaFond’s conduct with respect to the blueberry incident could be viewed as
inconsistent with “maintaining a positive, orderly and supportive culture and learning
environment” and “[c]ultivat[ing] positive relationships with MDA stakeholders including
parents, donors, clergy, and community members.” That evidence is sufficient to allow the
jury to find that LaFond materially breached his contractual responsibilities, which excuses
any subsequent breach by MDA. See Hruska v. Chandler Assocs., Inc., 372 N.W.2d 709,
715 (Minn. 1985) (stating that party’s non-performance of contractual obligations may be
excused by other party’s prior material breach of contract); Soderbeck v. Center for
Diagnostic Imaging, Inc., 793 N.W.2d 437, 441 (Minn. App. 2010) (same). Because we
conclude that the district court’s second rationale is supported by the evidentiary record,
we need not analyze the evidence relevant to the district court’s first rationale.
Thus, the district court did not err by denying LaFond’s post-trial motion for JMOL
on his breach-of-contract claim.
II. Mullen’s Post-Trial Motions
Mullen argues that the district court erred by denying her post-trial motion for
JMOL on LaFond’s defamation claim or, in the alternative, a new trial.
To prevail on a defamation claim, a plaintiff must prove that
(1) the defamatory statement was communicated to someone
other than the plaintiff; (2) the statement is false; (3) the
statement tends to harm the plaintiff’s reputation and to lower
the plaintiff in the estimation of the community; and (4) the
recipient of the false statement reasonably understands it to
refer to a specific individual.

11
Larson v. Gannett Co., 940 N.W.2d 120, 130 (Minn. 2020) (quotation omitted). “[T]he
truth or falsity of a statement is inherently within the province of the jury.” Lewis v.
Equitable Life Assurance Soc’y, 389 N.W.2d 876, 889 (Minn. 1986). Appellate courts
“will not overturn a jury finding on the issue of falsity unless the finding is manifestly and
palpably contrary to the evidence.” Id.
If a plaintiff proves all elements of a defamation claim, a defendant nonetheless may
avoid liability if the defamatory statement is protected by a qualified privilege. Larson,
940 N.W.2d at 131. A qualified privilege applies if a defamatory statement is “made in
good faith, on a proper occasion, with a proper motive, and upon reasonable or probable
cause.” Id. The qualified privilege extends only to “statements made in particular contexts
or on certain occasions” that, as a matter of policy, “should be encouraged despite the risk
that the statements might be defamatory.” Id. (quotation omitted). Statements made in the
course of an employer ’s investigation into employee misconduct may be protected by a
qualified privilege. Bahr, 766 N.W.2d at 923.
The qualified privilege does not protect a defendant from liability if the defendant
abuses the privilege. Lewis, 389 N.W.2d at 890. A defendant abuses the privilege if the
defendant makes the defamatory statement with actual malice. See Bahr, 766 N.W.2d at
920. The common- law definition of malice applies to statements made in the employer-
employee context. See Lewis, 389 N.W.2d at 891. Common-law malice exists if a
defendant “made the statement from ill will and improper motives, or causelessly and
wantonly for the purpose of injuring the plaintiff.” Stuempges v. Parke, Davis & Co., 297
N.W.2d 252, 257 (Minn. 1980) (quotation omitted). “Malice can be shown by extrinsic
12
evidence of personal spite, as well as by intrinsic evidence such as the exaggerated
language of the libel, the character of the language used, the mode and extent of
publication, and other matters in excess of the privilege.” Bol v. Cole, 561 N.W.2d 143,
150 (Minn. 1997) (quotation omitted). Whether a defendant made a defamatory statement
with actual malice is a question of fact for the jury, on which the plaintiff bears the burden
of proof. See Larson, 940 N.W.2d at 139.
At trial in this case, LaFond sought to prove—and persuaded the jury to find—that
Mullen defamed him by telling the bishop of the diocese and a parish priest that LaFond
was dishonest, without giving those persons all relevant information about the incidents at
issue, which occurred in October and November of 2022. The jury answered special
interrogatories by finding that Mullen made statements referring to LaFond, that the
statements were false, and that the statements were made “for a proper purpose with a
proper motive and with reasonable cause,” but that the statements were “made with actual
malice.”
A. Motion for JMOL
Mullen first argues that, for two reasons, the district court erred by denying her
motion for JMOL.
1. Falsity
Mullen contends that she is entitled to JMOL on the ground that LaFond’s evidence
is insufficient to prove that she made statements that were false.
The evidence shows that Mullen spoke to the bishop in late December 2022. Mullen
contends that her statements—that LaFond was dishonest and had fabricated disciplinary
13
incidents in the fall of 2022— were true. She asserts that LaFond’s reports were not
confirmed or corroborated by the videorecordings of the incidents. But the videorecordings
of those incidents could reasonably be interpreted as being consistent with LaFond’s
reports. In the first October 2022 incident, the videorecording shows Mullen’s son and two
other students with their laptops in a room other than the designated study-hall room, which
was against school policy. The videorecording also shows that Mullen’s son’s shirt was
untucked, which was against the school’s dress code. In the second October 2022 incident,
the videorecording shows that Mullen’s son kept a laptop computer in his locker, which
also is against a school policy. Accordingly, the video evidence, when viewed in the light
most favorable to LaFond, does not conclusively show that LaFond fabricated disciplinary
reports, as Mullen claimed.
In early January 2023, Mullen sent a detailed e-mail message to the board in which
she shared her concerns about the incidents that had occurred in the fall of 2022 as well as
LaFond’s one-on-one meeting with her son, which had occurred only a few days earlier.
Mullen stated that LaFond’s conversation with Mullen’ s son following the January
lunchroom incident was “grounds for immediate termination.” But the board was not
convinced. After speaking with LaFond, the board decided to give him a written warning.
The board chair sent Mullen a detailed e-mail message in mid-January 2023 concerning
the board’s meeting with LaFond. The board chair stated that LaFond “was very open and
honest” in discussing his one-on-one meeting with Mullen’s son. The e-mail message
continues by, in essence, defending LaFond, stating that he did not receive proper
onboarding, recommending training opportunities for Mullen, and requesting a joint
14
meeting with her and LaFond. A few days later, Mullen sent LaFond a seemingly terse
e-mail message “passing off all of the day-to -day operations of Mater Dei to you” and
informing him that she will begin “working offsite,” “effective immediately.” This
evidence tends to show that the board did not share Mullen’s concern that LaFond was
dishonest and, in fact, disagreed with her strong criticisms of LaFond. This and other
evidence in the record, when viewed in the light most favorable to LaFond as the prevailing
party, provides a reasonable basis on which the jury could find that Mullen’s statements
that LaFond was dishonest were false.
2. Actual Malice
Mullen also contends that she is entitled to JMOL on the ground that LaFond’ s
evidence is insufficient to prove that her statements were made with actual malice.
As stated above, actual malice exists if a defamatory statement is made “from ill
will and improper motives, or causelessly and wantonly for the purpose of injuring the
plaintiff.” Stuempges, 297 N.W.2d at 257 (quotation omitted). The evidence introduced
at trial, when viewed in the light most favorable to LaFond as the prevailing party, is
sufficient to allow the jury to find actual malice. Mullen spoke to the bishop before sharing
information with the MDA board. Mullen’s son was at risk of expulsion due to violations
of the school’s code of conduct. In her detailed e-mail message to the board, Mullen used
strong language, such as by describing LaFond as “aggressive, imprudent, and offensive,”
and stating that his conduct was “grounds for immediate termination” because it
demonstrated “manipulation, intimidation, and serious boundaries crossed.” Thereafter, in
its response to Mullen, board members observed that there was an interpersonal conflict
15
between Mullen and LaFond. The board disagreed with Mullen’s assessment and
responded by defending LaFond. After Mullen abruptly transferred all of her day-to -day
responsibilities to LaFond by e-mail, several board members expressed surprise and
concern that Mullen was “trying to set [LaFond] up to fail.” This and other evidence gives
rise to an inference of improper motive or purpose.
Thus, the district court did not err by denying Mullen’s motion for JMOL on
LaFond’s defamation claim.
B. Motion for New Trial
Mullen also argues that the district court erred by denying her alternative motion for
a new trial on the ground that the jury returned an inconsistent verdict.
Mullen invokes a rule that authorizes a district court to grant a new trial based on
an “[i]rregularity in the proceedings of the court, . . . whereby the moving party was
deprived of a fair trial.” Minn. R. Civ. P. 59.01(a). In this context, an irregularity means
a “failure to adhere to a prescribed rule or method of procedure not amounting to an error
in a ruling on a matter of law.” Boschee v. Duevel, 530 N.W.2d 834, 840 (Minn. App.
1995) (quotation omitted), rev. denied (Minn. June 14, 1995). A party seeking a new trial
on this ground must establish that the alleged irregularity occurred and that she was
prejudiced by it in that it “might reasonably have changed the result.” Torchwood Props.,
LLC v. McKinnon, 784 N.W.2d 416, 419 (Minn. App. 2010) (quotation omitted). This
court applies an abuse -of-discretion standard of review to a district court’s ruling on a
motion for new trial. Christie v. Estate of Christie, 911 N.W.2d 833, 838 (Minn. 2018).
16
Mullen contends that an irregularity occurred because the district court erred in the
manner in which it submitted the qualified-privilege issue to the jury. Specifically, Mullen
contends that the district court “erred in submitting question 14 to the jury and by making
the jury’s finding on question 15 contingent on the answer to question 14, leading to the
jury’s finding that Mullen acted with a proper motive in question 14 and that she acted
maliciously in making those same statements in question 15.” But Mullen did not assert
that objection at trial. At the instructions conference, Mullen’s attorney simply objected to
the submission of any part of the qualified-privilege issue to the jury on the ground that
“qualified privilege is an issue for the court to decide. ” The district court overruled
Mullen’s objection and instructed the jury in a manner consistent with an oft-cited source
of pattern instructions. See 4 Minnesota Dist. Judges’ Ass’n, Minnesota Practice—Jury
Instruction Guides, § 50.35, at 495 (6th ed. 2014).
In the absence of a specific objection to questions 14 and 15, we may review
Mullen’s challenge to the jury instructions and special-verdict form only for plain error.
See Minn. R. Civ. P. 51.04(b); Frazier v. Burlington N. Santa Fe Corp., 811 N.W.2d 618,
626 (Minn. 2012). But the jury instructions and special-verdict form are not erroneous, let
alone plainly erroneous, because the qualified-privilege doctrine consists of both questions
of law and questions of fact. The supreme court has explained that the existence of a
qualified privilege depends on whether a communication was “ made upon a proper
occasion, from a proper motive, and . . . based upon reasonable or probable cause.” Lewis,
389 N.W.2d at 889 (quotation omitted). “Whether an occasion is a proper one upon which
to recognize a privilege is a question of law for the court to determine.” Id. But “the
17
question of whether the privilege was abused is a jury question.” Id. at 890. Consistent
with Lewis, the district court asked the jury in question 14 whether Mullen made the
allegedly defamatory statements “for a proper purpose with a proper motive and with
reasonable cause” but refrained from asking the jury whether Mullen made the statements
upon a proper occasion, which is a question of law. See i d. at 889. And, consistent with
Lewis, the district court asked the jury in question 15 whether Mullen made the allegedly
defamatory statements “with actual malice.” See id. at 890; see also Bahr, 766 N.W.2d at
920; Larson, 940 N.W.2d at 139. Accordingly, there is no inconsistency between the jury’s
answers to questions 14 and 15. Consequently, there is no irregularity in the district court’s
submission of the defamation claim to the jury.
Thus, the district court did not err by denying Mullen’s alternative motion for a new
trial.
III. MDA’s Motion for Attorney Fees and Costs
In LaFond’s appeal, he also argues that the district court erred by granting MDA’s
motion for attorney fees and costs.
Under the American rule, each party to a lawsuit generally bears responsibility for
that party’s own attorney fees. See Kallok v. Medtronic, Inc., 573 N.W.2d 356, 363 (Minn.
1998). But a party may recover attorney fees if a statute or a contract allows attorney fees
to be shifted from one party to another. Schwickert, Inc. v. Winnebago Seniors, Ltd., 680
N.W.2d 79, 87 (Minn. 2004); Cherne Indus., Inc. v. Grounds & Assocs., Inc., 278 N.W.2d
81, 96 (Minn. 1979). If a party seeks to recover attorney fees based on a contract, this court
must look to the terms of the contract to determine whether the agreement authorizes the
18
recovery of attorney fees. See Bolander v. Bolander, 703 N.W.2d 529, 548 (Minn. App.
2005), rev. dismissed (Minn. Nov. 15, 2005). The proper interpretation of an unambiguous
contract is a question of law, to which we apply a de novo standard of review. See Valspar
Refinish, Inc. v. Gaylord’s, Inc., 764 N.W.2d 359, 364 (Minn. 2009).
In this case, MDA’s request for attorney fees and costs was not pleaded as a
counterclaim in its answer. Rather, MDA requested attorney fees and costs in a post-trial
motion. MDA’s motion was based on paragraph 11 of the employment agreement, which
provides, in relevant part:
In the event of a breach of this Agreement, the non-breaching
party shall be entitled to all remedies provided at law or in
equity, including specific performance and reimbursement of
all reasonable attorneys’ fees and court costs incurred by the
non-breaching party in pursuing its remedies hereunder.
(Emphasis added.)

The district court granted MDA’s motion, reasoning, in part, as follows:
The jury heard all the evidence in favor and against Mr.
LaFond’s claims that Defendant MDA breached the
Agreement. The jury found that there was a contract between
Mr. LaFond and Defendant MDA, and Defendant MDA did
not breach the agreement. The agreement provided that in the
event of a breach, the non-breaching party is entitled to all
remedies including reasonable attorney fees. Therefore,
Defendant MDA, as the non-breaching party is entitled to
reasonable attorney fees and costs.

After considering MDA’s submissions and analyzing the reasonableness of its attorneys’
rates and hours billed, the district court ordered LaFond to pay MDA $175,024. The district
court administrator entered judgment for MDA and against LaFond in that amount.
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On appeal, LaFond argues that the district court misinterpreted the employment
agreement. LaFond contends that paragraph 11 allows a party to recover attorney fees and
costs only if the party has proved a breach-of -contract claim, not if the party seeking fees
and costs merely has successfully defended against a breach-of-contract claim. In other
words, LaFond contends that recovery of attorney fees and costs under paragraph 11
depends on the fulfillment of a condition precedent: “In the event of a breach of this
Agreement, . . . .”
MDA makes two arguments in response. First, MDA argues that LaFond waived
any challenge to the award of attorney fees and costs by consenting at the pre- trial
conference to the resolution of MDA’s fee request in a post-trial motion. See Minn. R.
Gen. Prac. 119. MDA refers to a discussion concerning its fifteenth motion in limine, in
which it sought a ruling that LaFond could not offer any evidence or make any argument
concerning the amount of money he spent pursuing his claims. LaFond’s attorney
responded by noting that LaFond was seeking attorney fees and costs under the
employment agreement and, thus, should not be foreclosed from introducing evidence to
support that claim. MDA’s attorney replied by suggesting that LaFond be allowed to seek
attorney fees and costs in a post -trial motion, at which time the prevailing party could be
determined based on the jury’s verdict. LaFond’s attorney agreed that it would be
appropriate to defer LaFond’s claim for attorney fees and costs in the manner described by
MDA’s attorney. Contrary to MDA’s argument, the discussion and agreement at the pre-
trial conference does not preclude LaFond from challenging the district court’s ruling on
MDA’s motion for attorney fees and costs. If MDA’s attorney’s statements have any
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relevance, they would be inconsistent with the district court’s analysis of MDA’s motion
for attorney fees and costs because MDA’s attorney stated that any entitlement to attorney
fees and costs would depend on the jury’s verdict.
Second, MDA argues that it is entitled to attorney fees and costs under paragraph
11 of the employment agreement because the jury determined that MDA did not breach the
employment agreement and, thus, it is “the non-breaching party.” MDA’s argument
ignores important language in the introductory clause: “In the event of a breach of this
Agreement, . . . .” Under a proper interpretation of paragraph 11, attorney fees and costs
may be recovered only if one party has proved a breach of contract. In that event, the non-
breaching party (i.e., the party that proved that the other party was the breaching party),
shall be entitled to, among other things, attorney fees and costs. Because the jury did not
find a breach of contract, no party is entitled to attorney fees and costs under paragraph 11
of the employment agreement.
Thus, the district court erred by granting MDA’s motion for attorney fees and costs
under paragraph 11 of the employment agreement and by ordering LaFond to pay MDA
$175,024. Therefore, we reverse the award of attorney fees and costs.
Affirmed in part and reversed in part.