21 F.3d 254 (8th Cir. 1994), 93-1186, Kulinski v. Medtronic Bio-Medicus, Inc.

Docket Nº:93-1186, 93-1187.
Citation:21 F.3d 254
Party Name:James M. KULINSKI, Appellee, v. MEDTRONIC BIO-MEDICUS, INC., Appellant. James M. KULINSKI, Appellant, v. MEDTRONIC BIO-MEDICUS, INC., Appellee.
Case Date:April 08, 1994
Court:United States Courts of Appeals, Court of Appeals for the Eighth Circuit

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21 F.3d 254 (8th Cir. 1994)

James M. KULINSKI, Appellee,



James M. KULINSKI, Appellant,



Nos. 93-1186, 93-1187.

United States Court of Appeals, Eighth Circuit

April 8, 1994

Submitted Oct. 15, 1993.

Jeff Keyes (argued), Minneapolis, MN (Jay W. Schlosser, on the brief), for appellant.

Stephen P. Kelley (argued), Minneapolis, MN (Michael C. Glover, on the brief), for appellee.

Before McMILLIAN, Circuit Judge, LAY, Senior Circuit Judge, and BOWMAN, Circuit Judge.

BOWMAN, Circuit Judge.

James Kulinski sued Medtronic Bio-Medicus, Inc., claiming the company was obligated to pay him in accordance with his change-of-control-termination agreement (CCTA), otherwise known as a "golden parachute." Jurisdiction in the District Court was based on

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ERISA, 1 and the case was tried and decided as though it was governed by ERISA. Judgment was entered in Kulinski's favor. This appeal by the employer and cross-appeal by Kulinski followed. Because the evidence fails to show the existence of an ERISA plan, however, ERISA does not govern this dispute. Federal subject matter jurisdiction therefore is lacking. Accordingly, the appeal and the cross-appeal must be dismissed, the judgment and orders of the District Court must be vacated, and the complaint must be dismissed.


In April 1986, the board of Bio-Medicus, Inc., authorized the execution of CCTAs with various executives. In January 1990, Kulinski, Bio-Medicus's National Sales Manager, entered into such an agreement with the company. Kulinski's CCTA was signed on behalf of Bio-Medicus by James Lyons, the company's president and chief executive officer, but the agreement never was presented to Bio-Medicus's board for approval.

The CCTA provided that Bio-Medicus would pay Kulinski a sum equal to 2.99 times his annual compensation in the event he was terminated, or for good reason resigned, within one year of a hostile takeover. It also gave Kulinski the sole discretion to decide whether he had one of the "good reasons" for resigning listed in the agreement. In the event the agreement's protections were invoked, Bio-Medicus was required to pay Kulinski the lump sum due him within thirty days. Aside from scattered definitional references to federal statutory provisions, the CCTA was entirely self-contained--it included no references to any outside criteria or standards or to any board resolutions.

In May 1990, Bio-Medicus was engaged in friendly merger negotiations with Medtronic, Inc. That month, Bio-Medicus's board authorized a revision to the CCTAs; the new CCTAs were identical to the old, except they applied to terminations following a friendly merger, as well as to those following a hostile takeover. Pursuant to the May 1990 board resolution, these new agreements were executed with executives who previously had CCTAs. Lyons on behalf of Bio-Medicus and Kulinski signed such a new CCTA in June 1990. Lyons's action in that regard may have exceeded his authority, as later that month, the board considered whether it should extend the new CCTA to Kulinski, and it declined to do so. Although Kulinski was not informed at that time of the board's actions, he was advised that "there may have been problems" with his CCTA. He was told explicitly in a September 1990 letter from Lyons that the company was not going to honor this new agreement.

In September 1990, Bio-Medicus merged with Medtronic to form Medtronic Bio-Medicus, Inc. (hereinafter Medtronic). Later that month, after being offered what he believed was a diminished compensation package and position with Medtronic, Kulinski resigned. He then demanded payment pursuant to his January 1990 CCTA.

Medtronic refused to pay, claiming that, based on certain criteria listed in the minutes from Bio-Medicus's board and board-committee meetings, Kulinski was not eligible for a CCTA. Specifically, Medtronic claimed that Kulinski was not a "top executive[ ], at the level of director or above," as stated in the minutes of the board's April 1986 meeting, Appendix for Appellant at A-9, and that Kulinski's agreement had not been "approved by the Board," a requirement specified in the minutes of an earlier meeting of the compensation...

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