In Capistrant v. Lifetouch National School Studios, Inc., the Minnesota Supreme Court adopted section 229 of the Restatement (Second) of Contracts (“Restatement Section 229”) to resolve an employment contract conflict that was contrary to Minnesota’s reluctance to enforce forfeitures. In its niche opinion, the majority credits Minnesota’s disfavor of forfeitures but refuses to resolve the contractual dispute as a matter of law. While the Capistrant matter remains unresolved on remand, the court’s decision to integrate Restatement Section 229 creates a precedentially consistent avenue for employees to recover relief from former corporate employers.
This Paper begins by detailing Minnesota’s historical interpretation of contracts, conditions precedent, and aversion to forfeitures—all of which paved the way for implementing Restatement Section 229. The facts and procedural posture of Capistrant follow. The analysis argues that the Minnesota Supreme Court could have affirmed the appellate court’s decision in favor of Capistrant, viewed in combination with the facts on the record and Minnesota’s precedential reluctance toward forfeitures. Nevertheless, the analysis proffers that the adopted Restatement creates an avenue for corporate employees to recover appropriate remedies in future forfeiture actions. Thus, this Paper concedes that the Minnesota Supreme Court ultimately ruled correctly in Capistrant, despite the lack of a sound resolution at law because Capistrant, and those similarly situated, will recover under the newly implemented standard.