Kidwell v. Sybaritic, Inc.

LANSING, Judge

(dissenting).

In Nordling v. N. States Power Co., 478 N.W.2d 498, 499 (Minn.1991), the supreme court held that in-house attorneys can sue for wrongful discharge. In the course of that decision, the supreme court suggested that in-house attorneys might similarly sue under the whistleblower statute. Id. at 504. In today’s opinion, however, the majority constructs an exception to the statute that strips an in-house attorney of whistleblower protection for exposing illegalities within the corporate structure. Because this duty-rule exception has no support in the text of the whistleblower statute, I respectfully dissent.

The public-policy considerations that form the general basis for whistleblower protection also apply to in-house attorneys because they face the same pressures as ordinary employees. As Justice Arabian explained for the California Supreme Court, in-house attorneys do not have the economic protection provided by a diverse portfolio of legal work:

Unlike the law firm partner, who typically possesses a significant measure of economic independence and professional distance derived from a multiple client base, the economic fate of in-house attorneys is tied directly to a single employer, at whose sufferance they serve. Thus, from an economic standpoint, the dependence of in-house counsel is indistinguishable from that of other corporate managers or senior executives who also owe their livelihoods and career goals and satisfaction to a single organizational employer.
Moreover, the professional relationship between the in-house attorney and the client is not the “one shot” undertaking- — drafting a will, say, or handling a piece of litigation — characteristic of the outside law firm. Instead, the corporate attorney-employee, operating in a heavily regulated medium, often takes on a larger advisory and compliance role, anticipating potential legal problems, advising on possible solutions, and generally assisting the corporation in achieving its business aims while minimizing entanglement in the increasingly complex legal web that regulates organizational conduct in our society. This expansion in the scope and stature of in-house counsel’s work, together with an inevitably close professional identification with the fortunes and objectives of the corporate employer, can easily subject the in-house attorney to unusual pressures to conform to organizational goals, pressures that are qualitatively different from those imposed on the outside lawyer. Even the most dedicated professionals, their economic and professional fate allied with that of the business organizations they serve, may be irresistibly tempted to cut corners by bending the ethical norms that regulate an attorney’s professional conduct.

Gen. Dynamics Corp. v. Superior Court, 7 Cal.4th 1164, 32 Cal.Rptr.2d 1, 876 P.2d 487, 491-92 (1994). The General Dynamics approach has been adopted by several other states. Crews v. Buckman Labs. Int’l, Inc., 78 S.W.3d 852, 859-62 (Tenn.2002); Burkhart v. Semitool, Inc., 300 Mont. 480, 5 P.3d 1031, 1036-39 (2000); GTE Prods. Corp. v. Stewart, 421 Mass. 22, 653 N.E.2d 161, 165-68 (1995); Willy v. Coastal States Mgmt. Co., 939 S.W.2d 193, 199-200 (Tex.App.1996). The corporate scandals of the past decade only confirm the need to protect in-house counsel’s ability to report illegal conduct.

*871But I would not resolve this case based on economic analysis or policy. The legislature already addressed those issues when it enacted the whistleblower statute, Minn.Stat. § 181.932 (Supp.2007). We are instead addressing a question of statutory interpretation, which we review de novo. Educ. Minn.-Osseo v. Indep. Sch. Dist. 279, 742 N.W.2d 199, 201 (Minn.App.2007), review denied (Minn. Feb. 19, 2008). If the statute is unambiguous, we must apply its plain meaning. Id.

The whistleblower statute prohibits retaliation against an employee because “the employee, or a person acting on behalf of an employee, in good faith, reports a violation or suspected violation of any federal or state law or rule adopted pursuant to law to an employer or to any governmental body or law enforcement official.” Minn. Stat. § 181.932, subd. 1(a). Under the plain terms of the statute, an employee can recover by showing (1) the employee made a report to the employer, (2) the report was made in good faith, (3) the report was of a violation or suspected violation of law, and (4) the employee was retaliated against because of the report. Id.; see also Hedglin v. City of Willmar, 582 N.W.2d 897, 902 (Minn.1998) (concluding that whistleblower statute “clearly and unambiguously protects reports made of a violation of any federal or state law or rule adopted pursuant to law”).

The majority concludes that Kidwell failed to prove his whistleblower claim because he had a duty as an in-house attorney to report illegal activity. But nothing in the statute supports this limitation. The report need only be made in good faith and report a violation or suspected violation of law. The content and purpose of the report is properly considered within the requirement of good faith. The district court correctly instructed the jury on these elements and the jury made its determination. The majority now overturns that determination by imposing a duty doctrine that supersedes the jury’s determination of purpose.

In support of this “duty doctrine,” the majority relies on three of this court’s cases — Grundtner v. Univ. of Minn., 730 N.W.2d 323 (Minn.App.2007), Gee v. Minn. State Colls. & Univs., 700 N.W.2d 548 (Minn.App.2005) (Lansing, J.), and Michaelson v. Minn. Mining & Mfg. Co., 474 N.W.2d 174 (Minn.App.1991), aff'd mem., 479 N.W.2d 58 (Minn.1992). Although the reports in these cases did involve the plaintiffs’ job responsibilities, the decisions all had one simple fact in common: the plaintiffs did not report illegal conduct. See Grundtner, 730 N.W.2d at 329-30 (holding that report failed to allege illegal conduct); Gee, 700 N.W.2d at 556 (holding that report failed to implicate violation of law and was not made in good faith); Michaelson, 474 N.W.2d at 180 (holding that, in giving feedback about proposed business decision, plaintiff did not report conduct that was violation or suspected violation of law). The statute protects whistleblowers, not complainers. But the statute does not create a wholesale exemption for an employee who has, as part of his or her job description, the duty to provide legal advice to the corporation or its management.

I agree with the majority’s analysis in the first part of the opinion — that an in-house attorney is not per se barred from bringing a whistleblower suit. I also agree that the evidence, which includes Kidwell’s testimony about why he made the report and the contents of the report itself, support the jury’s determination that the report was made in good faith. But I do not agree that this court has established or should establish a duty doc*872trine that categorically provides that an in-house attorney, who suffers an adverse employment action for a good-faith report of an illegality, has no protection under the whistle-blower statute because that in-house attorney is employed to provide legal advice. I would affirm the jury’s verdict, and I respectfully dissent.