## Facts

- Sybaritic, Inc. hired Brian F. Kidwell as in-house general counsel in July 2004 to handle corporate legal matters, including litigation oversight, contracts, and employment-law advice.
- Kidwell became concerned about allegedly unlawful or unethical practices and believed the company had a culture of dishonesty, including alleged misconduct by sales staff, potential unauthorized practice of medicine, and unpaid California taxes.
- On April 24, 2005, Kidwell sent an internal email to management titled “A Difficult Duty” describing legal/compliance concerns, warning of potential consequences, and stating he would report noncompliance to authorities if it continued.
- Kidwell testified that he sent the email hoping to bring the company back into compliance and acknowledged that giving such advice was “what lawyers do.”
- Approximately three weeks later, Sybaritic terminated Kidwell’s employment.
- Kidwell sued for retaliatory discharge under the Minnesota Whistleblower Act; Sybaritic asserted counterclaims for breach of fiduciary duty and conversion.

## Issues

1. Whether an in-house attorney engages in protected conduct under the Minnesota Whistleblower Act by sending an internal email reporting suspected legal violations when the communication is made as part of the attorney’s job duties.
2. Whether the evidence permitted a reasonable jury to find that Kidwell made a “good-faith report” for the purpose of exposing an illegality, as required by Minn. Stat. § 181.932.

## Decision

- The Minnesota Supreme Court affirmed the court of appeals and held Sybaritic was entitled to judgment as a matter of law.
- The court rejected a categorical “job-duties exception” barring whistleblower claims by employees whose roles include compliance functions, including in-house counsel.
- Applying the statute’s good-faith requirement to the trial record, the court concluded no reasonable jury could find Kidwell engaged in protected conduct.
- The court viewed Kidwell’s email as legal advice and internal compliance counseling within his core duties, not a report made to expose illegality.

## Legal Principles

- The Minnesota Whistleblower Act protects employees who make a “good-faith report” of a violation or suspected violation of law.
- “Good faith” requires that the report be made for the purpose of exposing an illegality, not merely performing an assigned job function.
- An employee’s job responsibilities are a relevant factor in evaluating good faith; the statute contains no per se exclusion for in-house counsel or other compliance-related roles.
- Internal communications that primarily function as ordinary legal/compliance advice, even if they reference potential reporting to authorities, may fail to qualify as protected whistleblower reports absent evidence of an independent intent to expose wrongdoing.

## Conclusion

The Minnesota Supreme Court held that Kidwell’s internal compliance email, considered alongside his testimony about his purpose and role, did not constitute a good-faith whistleblower report under Minn. Stat. § 181.932; therefore, Sybaritic was entitled to judgment as a matter of law.


Kidwell v. Sybaritic, Inc., 784 N.W.2d 220 (Minn. 2010)