Ms. Carnahan has an online tout page via the mbda.gov, a federal body, the Minority Business and Development Agency. Among other things we learn there, "While at General Mills, Jennifer managed promotions for several brands within the Pillsbury Division, including: Totino's Pizza Rolls and Toaster Strudel."
While the remainder of this post could justifiably refer to Ms. Carnahan as "the Pillsbury Totino's Pizza Rolls and Toaster Strudel whiz-bang promotional strategist," restraint suggests "Ms. Carnahan" or simply "Carnahan" shall be used in all further references.
The mbda page is referenced primarily to show a promotional background, including self-promotion, which her having that page evidences. Also online,
https://en.wikipedia.org/wiki/Jennifer_Carnahan
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Enough background, Brian Bakst authored a Dec. 2 MPR post, "Fierce legal fight opens between ex-GOP chair Carnahan, party," explaining in part -
Former Minnesota Republican Party Chair Jennifer Carnahan sued the state party in relation to her ouster, claiming that her ability to gain new jobs in politics was damaged by remarks made by past colleagues.
Carnahan’s lawsuit filed Thursday in Hennepin County District Court alleges she was improperly disparaged in violation of a separation agreement she signed in August 2021. Carnahan resigned amid allegations of a hostile work environment and other internal troubles. She was paid about $38,000 when she stepped down.
The party immediately fired back with a countersuit that said Carnahan’s actions damaged the party’s reputation. The counteraction also criticized Carnahan’s association with a major operative and donor who is facing a raft of federal charges.
Carnahan declined comment when reached by phone. But her attorney, Matthew Schaap, said the exit contract was breached.
“A number of people who were involved with the party and bound by the agreement were on social media and in the public essentially saying negative things and disparaging Ms. Carnahan publicly, acting almost as though the contract didn't exist,” Schaap said.
[...] Carnahan is seeking monetary damages in excess of $50,000, which is a standard amount listed in civil actions in Minnesota. She has kept a low profile since running unsuccessfully this spring for her late husband Jim Hagedorn’s congressional seat in southern Minnesota.
Schaap said Carnahan has faced several repercussions.
“When things are are [sic] said in the press, particularly negative things about Ms. Carnahan, they have an impact on her reputation, they have an impact on her ability to find work, to participate in politics,” he said in a phone interview Friday. “And so it's had a significant impact on her reputation in the community.”
The legal action commenced in September but remained behind the scenes. There was back-and-forth between Carnahan’s side and people within the party, who last month lodged counterclaims.
The case became public when it was formally filed.
It sprang into the open just before a weekend gathering of Republicans in St. Cloud to pick leaders and dissect the election.
Give the conveners something extra to discuss? What?
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Worth noting, the report links to key pleadings, the complaint and the answer-counterclaim, as posted on DocumentCloud online, by Bakst.
A couple of things appear unclear to Crabgrass. Substantively, a defamation claim allows truth as an absolute defense. If true negative things are published, harm to reputation arising from that does not merit defamation damages.
Would Minnesota courts apply the same standard "truth defense" as applicable to "breach of a written nondispargement contract?" Or will a court look to the promise in the "contract" to see if, in effect, it has gag order dimensions, true or false?
Or is the more standard practice to contest existence of a valid contract; i.e., to put meeting of the minds at issue, despite a signed document, under a fraud or breach of fiduciary duty counterclaim?
Procedurally, it appears a complaint and answer-counterclaim were served and not initially filed. On Dec. 1, Ms. Carnahan's lawyer filed - same day - the complaint and an answer to the counterclaim, with no counterclaim filed. Reporting posts an amended answer and counterclaim. Is there need to move to amend, given that strange filing history? Likely so, to be fully clear. The filed Carnahan response to the "counterclaim" does not say, "amended counterclaim," so what's up?
THE FOLLOWING COMMENTARY IS BASED ON THE TWO LINKED AND POSTED DOCUMENTS, AS ABOVE REFERENCED, IN QUOTING THE MPR REPORT:
Carnahan's basic claim for breach of contract is that there was mutual consideration backing a valid contract provision, drafted by the party's counsel, signed by a party official, with key Complaint paragraphs:
26. Based on the onslaught of false claims against her, Ms. Carnahan decided to step down from her role as Chairwoman, entering into a Separation Agreement, Waiver and Release (“Agreement”) with MN GOP, effective August 19, 2021.
27. The Agreement required MN GOP, its management employees, Officers, and Executive Board Members to refrain from disparaging Ms. Carnahan “in any respect.”
28. The non-disparagement provision of the Agreement was important to Ms. Carnahan given prior efforts by some MN GOP party leaders to disparage her by spreading negative stories about her in the community.
The thrust of the amended counterclaim is that the non-disparagement writing was procured by Carnahan via breach of fiduciary duty, lack of notice to key party persons, and is not a valid contract. That, in effect, there never was a meeting of the minds between Carnahan and necessary party officials, despite there being a signed document:
1. As Chair of the Republican Party of Minnesota (“RPM”), Jennifer Carnahan was entrusted to steward one of Minnesota’s two major political parties. Rather than seeking to carefully advance the interest of this vital institution, Carnahan recklessly pursued her own interests. Throughout her tenure as RPM Chair, Carnahan mismanaged the party to advance her own personal, political, and financial interests, as well as the interests of her friends. When her close personal relationship with Tony Lazzaro brought disrepute to the RPM following his arrest on federal charges relating to sex trafficking of minors, numerous other concerns with her mismanagement of the party came to light, including her penchant for using party resources to purchase the silence of former party staffers through non-disclosure agreements.
2. Even after it was clear she would be removed as RPM’s Chair, Carnahan continued to abuse her position of trust and responsibility for her own personal benefit. As her final act as RPM Chair, Carnahan voted to directly advance her own personal interests, casting the deciding vote as a member of the Executive Committee to award herself a severance payment of $38,500. Carnahan then resigned her position as Chair.
3. Carnahan knew that the Executive Committee had not discussed, let alone voted to authorize any non-disparagement agreement with Carnahan. Yet, Carnahan orchestrated the drafting of such an agreement, which was purportedly signed on behalf of RPM by the Interim Chair. Carnahan was aware that the Interim Chair had no authority to execute a nondisparagement agreement. Despite her knowledge that no agreement was validly authorized, Carnahan threatened to sue, and ultimately brought suit, based on RPM’s alleged violations of this purported agreement.
4. At every step of the process, Carnahan has violated her legal duties to RPM, culminating in this frivolous lawsuit. RPM is now forced to assert its legal rights, and is entitled to monetary damages as well as declaratory and other relief, as set forth herein.
The Crabgrass view is that it is a common situation when a signed writing exists to have evidence presented to the trial's finder of fact (Carnahan requests a jury trial) as to whether facts outside of the "four corners" of the writing demonstrate there never was a true meeting of minds, and/or that the writing was wrongfully procured or otherwise is not enforceable.
Also, whether "truth is a total defense" as with defamation actions is the law of non-dispargement writings would be a question of law for the trial judge.
Minnesota House Rep. Elect, Harry Niska is of counsel representing the party, but not lead counsel (Samuel W. Diehl signed the pleading). This is not the first time Niska has represented the Minnesota Republican Party in litigation. (UPDATE: see online, here and here, re the interests of his party)
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Coincidentally, Sorensen has posted news related to Carnahan recently, at her Bluestem Prairie website:
https://www.bluestemprairie.com/
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_________UPDATE_________
RIGHT TO RELY? Upon reflection, it seems the RPM (Republican Party of Minnesota) in reserving its right to add affirmative defenses, should quickly add the defense that Carnahan had no rational or reasonable right to rely upon a belief she had attained a blanket gag order against individuals, particularly individuals in politics where speaking on their own behalf is a critical power and right.
At best for Carnahan, aside from any other infirmity in the document that might prevail against her, she can only interpret the document in a reasonable fashion, i.e., that the RPM would not have any individual of the type mentioned speak against her in a capacity of agent or representative of the RPM.
From the complaint it is unclear that Carnahan even alleges that any asserted commentary unfavorable to her was done in behalf of and/or as agent for the RPM.
Social media posts, for example, on personal websites or on say Twitter under a personal and not representative hashtag, cannot reasonably be thought of as an RPM action.
Persons have the right to express opinions or make representations of fact, and if false representations of fact are made, they are actionable under defamation law, against the speaker/publisher.
Opinion expressions are not actionable as defamatory. To be a republican and to also personally express an opinion that Carnahan should never have been given separation money - how can the party stop any person from stating that opinion as a personal belief; and if the party obviously cannot, than how can Carnahan, herself an experienced politician, realistically and reasonably believe the RPM is in breach of any duty?
It has been asserted she, in the past, used party money to purchase nondisclosure agreements of departing officials. That shows she knew that binding a person meant getting that person into a contract.
Multiple people are alleged to have stated things. Back to the question then, did Carnahan have any reasonable cause ever to harbor a true belief or expectation that the RPM could prevent them, as individual citizens with rights, from speaking/publishing true things?
Isn't that the the most fundamental dimension of the entire litigation posture?
Based on her own prior conduct and achievement of a party leadership position, with the understanding and sophistication that goes with that; how in all creation can she now claim a wholly fanciful expectation, regardless of any other aspect of things, that the RPM could bargain away civil rights of Republican persons?
BOTTOM LINE; It beggars the imagination, to see she is suing RPM for what apparently amounts to other individuals - in their individual capacity - exercising their civil rights.
Furthermore, as to defamation New York Times v. Sullivan requires a showing of actual malice, since Carnahan clearly is a public figure.
This is all my opinion, which I have the right to hold and express. It is NOT giving advice to anyone. It is saying how I view things.
___________FURTHER UPDATE___________
In stating her breach of contract cause of action at the end of her complaint, Carnahan asserts-
44. As a result of the disparaging statements made by agents of MN GOP, Ms. Carnahan has lost new work opportunities, and she has suffered emotional distress, and other general and special damages, in an amount to be proven at trial, but reasonably believed to exceed $50,000.00.
[italics added] It seems Carnahan's burden of proof would be "made as agents of Mn GOP" and not merely "while agents." I.e., can she prove the people whose commentary she dislikes were speaking as agents of the party, and not simply exercising their personal civil rights? And if the latter is the story, she does not sue them for defamation, individually, with the defenses that exist against a public person asserting defamation, under an actual malice proof standard; true statements and opinion being at issue also as defenses. There is a concept of "defamation per se" but this is not a defamation suit, it is a contract claim.
DAMAGES? Prior to that ending cause of action pleading she has not pleaded as fact any specific lost work opportunity, nor any treatment regimen for emotional distress. Is anger a form of emotional distress, and would a jury be sympathetic to sitting through a lawsuit over anger alone?
She does have to prove damages at trial. Discovery should be expected to be aimed in part at whatever detailed damages she intends to assert. If she has no provable damages, only speculation, would a trial judge allow the case to go to a jury or would a motion for judgment at the close of plaintiff's case for lack of proven damages prevail?
Surely there may be evidence Carnahan could present. But until things happen at a trial, who knows? It's a gamble.
As a general wrap-up, one might wonder why is Carnahan doing this. What benefit has she attained between serving her complaint and filing it as a public court document? Yes, she may convince a jury, she and counsel, and make some money via a jury award, but the involved people who already deem Carnahan a problematic person are not going to have opinions changed in her favor, by litigation. She got fired. By casting the deciding vote she attained a mid five figure settlement amount.
Not enough? That was yesterday?
She first has to defend her piece of paper against claims of false or improper procurement, and then has to convince regular people in the jury box that other people's speech rights were bargained away via a single signature of a person whose authority to bind the party by that signature appears questionable, much less having a power to compromise other people's civil rights. Right to rely seems a hurdle to Carnahan.
Why do it, why sue?
If the party and the lawyer who drafted the piece of paper have errors and omissions coverage, as might be expected, the lawsuit defense might be tendered, and if so the suit will not even be running the party's meter, but that of the coverage providers, while Carnahan will have to pay her own way, on speculation of a pot of gold at the rainbow's end.
It might settle short of trial. It might not. Carnahan already did attain one settlement. Short of filing suit, she had no chance of a further settlement, i.e., serving the papers did not alone result in any offer of settlement suitable to her intent and expectations. The beat goes on.