United States Court of Appeals

For the Eighth Circuit

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No. 11-1799

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Chandramouli Vaidyanathan

lllllllllllllllllllll Plaintiff - Appellee

v.

Seagate US LLC, a Delaware limited liability company; Seagate Technology, LLC,

a Delaware limited liability company

lllllllllllllllllllll Defendants - Appellants

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No. 11-1888

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Chandramouli Vaidyanathan

lllllllllllllllllllll Plaintiff - Appellant

v.

Seagate US LLC, a Delaware limited 

liability company; Seagate Technology, 

LLC, a Delaware limited liability company

lllllllllllllllllllll Defendants - Appellees

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 Appeal from United States District Court 

for the District of Minnesota - Minneapolis

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 Submitted: February 16, 2012

 Filed: August 28, 2012

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Before RILEY, Chief Judge, WOLLMAN and SMITH, Circuit Judges.

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WOLLMAN, Circuit Judge.

Chandramouli Vaidyanathan brought suit against Seagate US LLC and Seagate

Technology LLC (collectively, Seagate), alleging a violation of Minnesota Statutes

section 181.64, false statements as inducement to entering employment, and a

common law claim of promissory estoppel. The jury returned a verdict for

Vaidyanathan on his statutory claim, awarding him $1.9 million in damages. The

district court entered judgment on the statutory claim, awarded Vaidyanathan

attorneys’ fees, and dismissed with prejudice the common law claim. Seagate appeals,

arguing, among other things, that the district court submitted an erroneous jury

instruction. Vaidyanathan filed a conditional cross-appeal, arguing that if a new trial

is ordered on the statutory claim, his promissory estoppel claim should likewise be

retried. We conclude that the district court erred in instructing the jury, and thus we

reverse. We vacate the order dismissing the promissory estoppel claim and remand

for a new trial on both claims. We also vacate the order granting attorneys’ fees. 

I. Background

Seagate is a Delaware company that develops and manufactures hard drives. 

Its principal place of business is California. In late 2006, Seagate formed the

Alternative Technology Group to develop “solid state memory technologies at a

component level” and thereafter began developing a solid-state semiconductor drive. 

According to members of the group, Seagate believed that its technology was feasible

by the summer of 2007 and enlisted a recruiter to assist in hiring a yield engineer. 

-2-
 Vaidyanathan was living in Texas in 2007, working as a yield manager at

Texas Instruments, where he had worked in yield engineering since 1997. In October

2007, Seagate’s recruiter contacted Vaidyanathan regarding the company’s research

and development (R&D) yield engineer position. The recruiter explained that the

position involved working on Seagate’s new semiconductor drive. He thereafter sent

Vaidyanathan a job description that set forth specific job responsibilities, which were

similar to Vaidyanathan’s duties as a yield engineer at Texas Instruments.

The integration manager for the Alternative Technology Group, Antoine

Khoueir, then contacted Vaidyanathan to discuss the position. According to

Vaidyanathan, Khoueir said that the position involved yield engineering work and that

the person hired would perform the duties listed in the job description upon joining

Seagate. When Vaidyanathan later interviewed at Seagate, its representatives

informed him that he would be working as a yield engineer when he arrived at

Seagate. Because of confidentiality restrictions, however, Seagate did not disclose the

specifics of the solid-state semiconductor drive. 

Seagate offered Vaidyanathan the position, and after some negotiation, he

accepted. He left his job and moved his family from Texas to Minnesota in early

2008. Upon arriving at Seagate in February 2008, however, Vaidyanathan discovered

that the solid-state semiconductor drive was not adequately developed to require a

yield engineer. 

In November 2008, Seagate notified Vaidyanathan that it planned to eliminate

his position. Seagate explained that Vaidyanathan “was hired to lead a yield/product

engineering department/team in Integration; however this charter never came to

fruition . . . .” Vaidyanathan was terminated in December 2008. Seagate eventually

disbanded the Alternative Technology Group and laid off the group’s employees. 

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In 2009, Vaidyanathan sued Seagate in state court, asserting the two claims set

forth above. With respect to the statutory claim, false statements as inducement to

entering employment, Minnesota law provides: 

It shall be unlawful for any person . . . to induce, influence, persuade, or

engage any person . . . to change from any place in any state . . . to any

place in this state, to work in any branch of labor through or by means

of knowingly false representations . . . concerning the kind or character

of such work . . . . 

Minn. Stat. § 181.64; see § 181.65 (providing a right of action for recovery of

damages sustained in consequence of violations of § 181.64). Vaidyanathan’s

complaint alleged that Seagate made knowingly false representations concerning the

kind or character of the position it offered to him and that Seagate thus induced,

influenced, and persuaded him to accept employment and relocate from Texas to

Minnesota. Seagate removed the case to federal court, where it proceeded to trial. 

At trial, Vaidyanathan testified that he was told repeatedly that he would

perform the duties of a R&D yield engineer when he arrived at Seagate, but that he did

not perform any such work during his tenure. Vaidyanathan also testified that he

would be unable to find work as a yield engineer in the future. According to

Vaidyanathan, semiconductor technology evolves at a fast pace, with the result that

his hiatus in working as a yield engineer in the semiconductor field essentially ruined

his career. 

Khoueir testified that he represented that Vaidyanathan would perform yield

engineering duties when he arrived at Seagate because Khoueir believed that the

technology was ready for yield engineering. According to Seagate’s witnesses,

Vaidyanathan performed yield engineering work during his employment, and they did

not misrepresent the work or the state of the technology. 

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As recounted above, the jury returned a verdict in favor of Vaidyanathan on the

statutory claim, and the district court later dismissed the promissory estoppel claim

with prejudice. The court denied Seagate’s post-trial motion for judgment as a matter

of law, a new trial, or remittitur and awarded Vaidyanathan attorneys’ fees. 

II. Discussion

A. Jury Instruction

Seagate argues that it is entitled to a new trial because the district court erred

by submitting a jury instruction that incorrectly defined the phrase “knowingly false

representation.” We review the district court’s ruling on a jury instruction for abuse

of discretion. M.M. Silta, Inc. v. Cleveland Cliffs, Inc., 572 F.3d 532, 536 (8th Cir.

2009). We consider “whether the instructions, taken as a whole and viewed in light

of the evidence and applicable law, fairly and adequately submitted the issues in the

case to the jury.” Id. (quoting Bass v. Flying J, Inc., 500 F.3d 736, 739 (8th Cir.

2007)). We will reverse only if an instructional error has affected a party’s substantial

rights. Id. Minnesota law applies to the substance of the instructions in this diversity

case, and the instructions “must fairly and adequately represent the law of the forum

state.” Linden v. CNH Am., LLC, 673 F.3d 829, 836 (8th Cir. 2012) (quoting McCoy

v. Augusta Fiberglass Coatings, Inc., 593 F.3d 737, 744 (8th Cir. 2010)). 

Over Seagate’s objection, the district court instructed the jury that “[a] person’s

statement is knowingly false if, at the time the false representation was made, the

person knew the representation was false or the person represented that he knew about

the facts when he did not know if the facts were true or false.” Jury Instructions at 10. 

In fashioning the instruction, the district court relied upon the fraud and

misrepresentation instruction from the Minnesota Jury Instruction Guides, Civil. The

court determined that “the knowledge element of knowingly is most akin to a fraud

in the inducement case[.]” In such a case, the plaintiff must prove that the person

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knew that the representation is false or “assert[ed] it as of his own knowledge without

knowing whether it is true or false.” Davis v. Re-Trac Mfg. Corp., 149 N.W.2d 37,

39 (Minn. 1967). During the course of its deliberations, the jury submitted the

following question to the district court: “Is it a misrepresentation if you thought your

statement was true but did not know if the facts were true or false.” The court

responded by repeating the challenged instruction and adding, “You cannot have a

knowingly false representation if you think the statement is true.”

Seagate objected to the district court’s definition on the ground that it “almost 

get[s] to a known or should have known standard, which clearly is not the standard in

this case.” After the jury submitted its question, Seagate argued that “the statute says

knowingly.” Counsel went on to argue, “[T]he Court’s definition has created the

confusion, not the statutory language. So, if anything is said to the jury that we think

it should be . . . you should consider whether it is knowingly misrepresented by using

your common understanding of the word ‘knowingly.’” On appeal, Seagate maintains

that the instructions were erroneous because the plain language of the statute requires

that the defendant know that the representation is false. 

We agree that the phrase “knowingly false representations” is not ambiguous: 

The plain language of the statute requires that the employer know that the

representation is false. Cf. Ryan v. Lefebvre, 303 N.W.2d 462, 467 (Minn. 1981)

(“Appellant may be said to have violated section 210A.02 ‘knowingly’ if he knew that

his literature falsely claimed or implied that he had party support or endorsement.”);

Bank v. Egan, 60 N.W.2d 257, 259 (Minn. 1953) (“[T]he correct interpretation of the

statute requires us to hold that the word ‘knowingly’ refers to the falsity of the

statement and that, to find a violation of the statute it must be determined that the

violator knew that the statement published was false.”) (interpreting Minn. Stat. §

211.08). Although a district court does not necessarily abuse its discretion in defining

statutory elements for the jury, we conclude that the district court did so here because

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the instruction did not fairly and adequately represent Minnesota law. See Linden,

673 F.3d at 836 (standard of review).

Under Minnesota law, “[t]he object of all interpretation and construction of

laws is to ascertain and effectuate the intention of the legislature.” Minn. Stat.

§ 645.16. “We determine legislative intent ‘primarily from the language of the statute

itself.’” Brayton v. Pawlenty, 781 N.W.2d 357, 363 (Minn. 2010) (quoting Gleason

v. Geary, 8 N.W.2d 808, 816 (Minn. 1943)). If the language is clear and

unambiguous, “statutory construction is neither necessary nor permitted and [we]

apply the statute’s plain meaning.” Id. (quoting Am. Tower, L.P. v. City of Grant, 636

N.W.2d 309, 312 (Minn. 2001)). But if the statute is ambiguous—that is, if it is

susceptible to more than one reasonable interpretation—we apply canons of

construction to discern the legislature’s intent. Id. (citing Minn. Stat. § 645.16);

Amaral v. St. Cloud Hosp., 598 N.W.2d 379, 384 (Minn. 1999).

Vaidyanathan has not explained how the statute is ambiguous, such that

statutory construction might be permitted. At oral argument before this court,

Vaidyanathan argued that “knowingly false” had acquired a special meaning under

Minnesota law and that the district court thus properly instructed the jury on the

special meaning. See Minn. Stat. § 645.08 (“[T]echnical words and phrases and such

others as have acquired a special meaning . . . are construed according to such special

meaning[.]”). To construe the statute, however, the phrase “knowingly false

representations” must be susceptible to more than one reasonable interpretation. 

Because it is not, the statute’s plain language controls. Cf. Kratzer v. Welsh Cos., 771

N.W.2d 14, 21 (Minn. 2009) (rejecting appellant’s argument that the terms

“knowledge and consent” are “technical terms with specialized meanings that have

been regularly interpreted under the common law”). As set forth above, section

181.64 requires that the defendant know that the representation is false. We thus

conclude that the jury instruction defining the phrase “knowingly false

representations” was contrary to Minnesota law.

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We hold that the supplemental instruction did not cure the error because it did

not require the jury to conclude that Seagate knew its representations were false. 

Although the jury was required to rule for Seagate if it found that Seagate believed its

representations to be true, the initial and supplemental instructions directed the jury

to return a verdict for Vaidyanathan if it found that Seagate did not know whether its

representations were true or false. This is a basis of liability not comprehended by the

language of section 181.64, and thus the instructions as a whole did not fairly and

adequately submit the case to the jury. 

We further conclude that the error affected Seagate’s substantial rights and a

new trial is warranted. “[A] new trial is necessary only when the errors misled the

jury or had a probable effect on a jury’s verdict.” Slidell, Inc. v. Millennium

Inorganic Chems., Inc., 460 F.3d 1047, 1054 (8th Cir. 2006). The jury should have

been instructed that it could hold Seagate liable if Seagate knew that its

representations were false. Whether Seagate’s representations were knowingly false

was the most contested issue in this case, and the jury’s question indicates that it

deliberated about whether Seagate knew or believed its representations were false. 

The inaccurate instructions thus likely affected the jury’s deliberations and its

resulting verdict, and so we must reverse and remand for a new trial.1

 

1

In his cross appeal, Vaidyanathan argues that the instruction he proposed to

define “intent” should be omitted. Given our decision in this case, we doubt that he

will request such an instruction on remand. 

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B. Cross Appeal

Vaidyanathan argues that the order dismissing his promissory estoppel claim

should be vacated if a new trial is granted. We agree. As set forth above, the

promissory estoppel claim was submitted to the court and decided after the jury

returned its verdict. The district court described Vaidyanathan’s equitable theory of

recovery as an alternative to his fraudulent inducement theory, and its opinion

incorporates the jury’s verdict. When the district court dismissed the promissory

estoppel claim with prejudice, it found that Seagate made a clear and definite promise

to Vaidyanathan, that Vaidyanathan relied on that promise to his detriment, but that

enforcement of the promise was not necessary to prevent injustice. It is unclear

whether the district court’s ruling would have been the same on this claim had the jury

not found in Vaidyanathan’s favor on the statutory claim.

We have considered and find to be without merit Vaidyanathan’s remaining

arguments.

III. Conclusion

We reverse the judgment and remand the case for a new trial. The orders

dismissing the promissory estoppel claim and awarding attorneys’ fees are vacated. 

SMITH, Circuit Judge, dissenting.

I respectfully dissent from the majority’s opinion that the district court’s jury

instruction that defined the phrase “knowingly false representation” is contrary to

Minnesota law. The majority states that “the phrase ‘knowingly false representations’

is not ambiguous: The plain language of the statute requires that the employer know

that the representation is false.” I agree with the majority that the phrase is

unambiguous but, “apply[ing] the plain and ordinary meaning of the words used,”

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Johnson v. Paynesville Farmers Union Co-op Oil Co., Nos. A10-1596, A10-2135,

2012 WL 3101667, at *10 (Minn. Aug. 1, 2012) (slip copy), I reach a different

conclusion.

A “false representation” or “misrepresentation” is defined as either “[t]he act

of making a false or misleading statement about something, usu[ally] with the intent

to deceive” or “an assertion that does not accord with the facts.” Black’s Law

Dictionary 1016 (7th ed. 1999). Such a misrepresentation is “knowing” if it is

“deliberate” or “conscious.” Id. at 876. The district court instructed the jury that “[a]

person’s statement is knowingly false if, at the time the false representation was made,

the person knew the representation was false or the person represented that he knew

about the facts when he did not know if the facts were true or false.” It is undisputed

that if the person making the representation “knew the representation was false,” it

was a “knowingly false representation.” And it is equally true that if the person

“represented that he knew about [certain] facts when he did not know” about those

facts, he made a “knowingly false representation.” In other words, the person

deliberately made “an assertion” (i.e., that he knew about certain facts) “that d[id] not

accord with the facts” (i.e., he did not know about those facts). Black’s Law

Dictionary, supra, at 1016.

During jury deliberations, the district court clarified that “[y]ou cannot have a

knowingly false representation if you think the statement is true.” This also comports

with the plain and ordinary meaning of “knowingly false representation,” which

requires that the misrepresentation be “deliberate” or “conscious.” Black’s Law

Dictionary, supra, at 876.

For these reasons, I respectfully dissent.

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