                   United States Court of Appeals
                              For the Eighth Circuit
                          ___________________________

                                  No. 15-2657
                          ___________________________

                                   Timothy Olmsted

                         lllllllllllllllllllll Plaintiff - Appellant

                                             v.

                               Saint Paul Public Schools

                         lllllllllllllllllllll Defendant - Appellee
                                        ____________

                      Appeal from United States District Court
                     for the District of Minnesota - Minneapolis
                                    ____________

                             Submitted: February 10, 2016
                                Filed: August 1, 2016
                                   ____________

Before SMITH and COLLOTON, Circuit Judges, and ERICKSON,1 District
Judge.
                          ____________

SMITH, Circuit Judge.

       Timothy Olmsted, a former tenured teacher with the Saint Paul Public School
District ("District"), resigned from his teaching position with the District after several

      1
        The Honorable Ralph R. Erickson, Chief Judge, United States District Court
for the District of North Dakota, sitting by designation.
student-related complaints were made against him. The District accepted Olmsted's
resignation. Later, Olmsted attempted to unilaterally rescind his resignation and
resume his teaching role, but the District refused to reinstate him. Olmsted sued the
District for, among other things, breach of his employment contract. The District
moved for summary judgment, and the district court2 granted summary judgment in
favor of the District. Olmsted appeals the district court's decision, arguing that his
resignation could be rescinded because when he resigned he (1) was under duress and
(2) relied on material misrepresentations from the District. We affirm.

                                     I. Background
       Olmsted worked for the District as a teacher from 1995 until his resignation in
2012. During the 2011 school year, families of several students alleged that Olmsted
racially discriminated against certain students and exhibited other inappropriate
conduct toward students. The District investigated the allegations, and on January 12,
2012, the District placed Olmsted on paid administrative leave "pending further
investigation of allegations of serious misconduct." The District notified Olmsted that
he could contact his union representatives and provided him with the union
representatives' contact information. Some students filed a federal lawsuit against the
District. See J.W. v. St. Paul Pub. Sch. Indep. Sch. Dist. No. 625, 12-cv-01369 (D.
Minn.).3

       While the District investigated, Olmsted asked Margaret Luger-Nikoli
("Luger"), a union attorney with Education Minnesota, to represent him against the
District. Olmsted understood that Luger would correspond with the District on his
behalf. When Luger began representing Olmsted, she contacted the District's counsel,
Jeff Lalla, with whom she had a good working relationship, and said, "if this is going

      2
      The Honorable Richard H. Kyle, United States District Judge for the District
of Minnesota.
      3
          The parties later settled this lawsuit on January 23, 2013.

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to a higher level, basically, if this is going to become a termination case, can you
please tell me [when] that happens."

       Luger testified that on March 8, 2012, Lalla called and informed her that the
District "would propose termination at a school board meeting." Luger asked Lalla
for the basis of the District's termination decision, and Lalla replied that the
investigation had uncovered additional issues. When pressed by Luger for specifics,
Lalla provided her with examples from the District's written report, but Lalla did not
specify any particular charges to be brought against Olmsted. At that point, Lalla told
Luger that he had not begun drafting formal charges against Olmsted, and he
suggested that if Olmsted resigned, the District would not issue a report of the
findings of the investigation to the Board of Teaching. Luger asked that Lalla delay
drafting formal charges until she had an opportunity to discuss the situation with
Olmsted.

        Luger relayed the information that she had received from Lalla to Olmsted.
Luger discussed Olmsted's potential alternative responses despite not knowing what
charges the District planned to pursue formally. Luger advised Olmsted that he could
(1) acquiesce in the termination, (2) negotiate a separation, or (3) go to a hearing.
Olmsted only "vaguely" remembers Luger informing him of these options. Olmsted
testified that he did not consider these options to be real choices; instead, he felt like
the District was placing a "gun to [his] head" forcing him to resign. Olmsted
discounted the seriousness of the allegations and characterized them as "ridiculous."
He also remembers Luger informing him that he had a statutory right to a hearing if
the District brought termination charges.

       On March 11, 2012, prior to the District taking any action, Olmsted e-mailed
Luger a draft resignation letter. In the e-mail, Olmsted requested that in exchange for
his resignation, he receive his sick days, a clean file, a letter of recommendation, and
an opportunity to continue to teach driver's education. Within five minutes, Luger

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responded: "Tim, Let's talk tomorrow. Do not turn this in to anyone until we have a
chance to discuss it." When Luger spoke with Olmsted by phone, he reiterated that
he would like to receive his sick days and continue to teach driver's education in
exchange for his resignation.

       Luger then negotiated with Lalla on Olmsted's behalf. The District agreed to
permit Olmsted to exhaust his accumulated sick days if he was demonstrably ill, but
it would not allow him to continue to teach driver's education. Luger conveyed the
District's response to Olmsted. Based on the District's counteroffer, Olmsted agreed
to go on sick leave and resign at the end of his banked sick leave, which ran through
October 2012.

       On March 16, 2012, Olmsted submitted his notice of resignation to the District,
effective as of October 8, 2012. The District's school board accepted and approved
Olmsted's offer of resignation. The District never filed termination charges nor took
any disciplinary action against Olmsted. Almost three months after his resignation,
on June 12, 2012, Olmsted wrote the District to rescind his resignation. In the
purported rescission letter, Olmsted declared that he is currently employed as a
driver's education teacher and requested to resume his duties in that position. The
District responded by letter, dated June 18, 2012, declining to accept Olmsted's
resignation withdrawal or to grant his request to resume teaching driver's education.

       Olmsted sued the District for, among other things, breach of his employment
contract. The District moved for summary judgment, and the district court granted
summary judgment in the District's favor. The district court determined that Olmsted's
breach-of-contract claim hinged on the validity of his resignation. The district court
rejected Olmsted's claims that his resignation was revocable. Olmsted now appeals
that decision.




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                                     II. Discussion
       On appeal, Olmsted argues that the district court erred in granting summary
judgment on his breach-of-contract claim. Olmsted contends that his resignation was
revocable because when he resigned he (1) was under duress and (2) relied on
material misrepresentations from the District. The parties agree that Minnesota law
governs the contract issues raised in Olmsted's appeal. We review de novo the district
court's grant of summary judgment. Swift & Co. v. Elias Farms, Inc., 539 F.3d 849,
851 (8th Cir. 2008).

                                       A. Duress
        Olmsted asserts that the District threatened to file termination charges against
him when it had no intention or grounds to do so. Olmsted further asserts that in light
of Minnesota law that requires "[a] school board [to] report to the Board of Teaching
. . . when a teacher or administrator is suspended or resigns while an investigation is
pending," see Minn. Stat. § 122A.20, subd. 2, the District illegally promised not to
report him if he resigned. According to Olmsted, this threat and promise placed him
under legal duress and compelled him to resign. As such, Olmsted argues that his
resignation is revocable.

       Under Minnesota law, it is "undisputed that duress is coercion by means of
physical force or unlawful threats which destroys the victim's free will and compels
him to comply with some demand of the party exerting the coercion." Wise v.
Midtown Motors, 42 N.W.2d 404, 407 (Minn. 1950). "As a rule, duress will not
prevail to invalidate a contract entered into with full knowledge of all the facts, with
ample time and opportunity for investigation, consideration, consultation and
reflection." Am. Nat'l. Bank of Lake Crystal v. Helling, 202 N.W. 20, 23 (Minn. 1925)
(quotation and citations omitted); see also St. Louis Park Inv. Co. v. R.L. Johnson Inv.
Co., 411 N.W.2d 288, 291 (Minn. Ct. App. 1987) (holding that "a claim of duress will
not be sustained when the claimant entered into the contract with full knowledge of
all the facts, advice from an attorney, and ample time for reflection" (citing Helling,

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202 N.W. at 23)). Minnesota does not recognize "economic duress" as a defense to
a contract. Bond v. Charlson, 374 N.W.2d 423, 428 (Minn. 1985) (holding that
"[d]uress is available as a defense to a contract only when agreement is coerced by
physical force or unlawful threats" (emphasis added) (citing Wise, 42 N.W.2d at
407)); see also St. Louis Park, 411 N.W.2d at 291 ("Although a significant number
of jurisdictions have recognized duress under the more specific categories of
'economic duress' or 'business compulsion,' Minnesota has yet to address the
theory.").

       Olmsted cannot demonstrate that his free will was overcome. See Wise, 42
N.W.2d at 407. No evidence supports the allegation that the District made an
unlawful threat. Olmsted claims that the District unlawfully threatened him "[b]y
pitting [his] property interest in his job against his property interest in his [teaching]
license." Olmsted avers that the District had no grounds to file termination charges
against him, thus it used its investigation only to intimidate. The District initiated an
investigation of the claims made against Olmsted. Olmsted's resignation obviated the
need for the District to seek his termination. The District's decision not to pursue
termination charges against Olmsted after his resignation did not mean it lacked
grounds to do so. When Olmsted learned of the District's proposed intention to file
termination charges, he had already been placed on administrative leave "pending
further investigation of allegations of serious misconduct," and he knew the nature
of the allegations against him. Olmsted has not pointed to any evidence to support his
contention that the District had no grounds to file termination charges against him.

       Instead, Olmsted posits that the District has a statutory duty to report teachers
that are under investigation. Assuming this statutory duty, Olmsted infers that the
District had no basis to file any charges against him because it did not report him to
the Board of Teaching. But the District presented evidence that it did not make a
report every time a teacher was suspended, so the absence of a report neither proves
nor disproves the validity of any charges under investigation at time of his

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resignation. Olmsted has not pointed to any record evidence that would support his
claim that the District unlawfully threatened him. See Anderson v. Liberty Lobby,
Inc., 477 U.S. 242, 252 (1986) (holding that on a motion for summary judgment,
"[t]he mere existence of a scintilla of evidence in support of the plaintiff's position
will be insufficient" and "there must be evidence on which the jury could reasonably
find for the plaintiff").

       Even if Olmsted could demonstrate that the District unlawfully threatened him,
the threat was cured applying the factors set forth in St. Louis Park. Olmsted had full
knowledge of all the facts, advice from an attorney, and ample time for reflection.
Olmsted did not know the specific charges, if any, that the District planned to bring
against him, but he was aware of the nature of the allegations against him based on
his conversations with the District's investigative team. Olmsted claims that he felt
like the District had a gun to his head, but he also "vaguely" remembers Luger
informing him of his options. Further, the record demonstrates that throughout the
investigation and his separation from the District, Olmsted was represented by and
received counsel from Luger, a union attorney skilled in the relevant matters. Finally,
approximately eight days elapsed between the time that Olmsted first learned of the
District's plan and when Olmsted ultimately, without prompting by the District,
submitted his notice of resignation. This period of time provided Olmsted with ample
opportunity to reflect on his options.

        Olmsted claims that Minnesota courts only apply the St. Louis Park factors
when a party is claiming duress due to a generic threat. He avers that the factors do
not apply in cases involving an unlawful threat. We believe that Minnesota law is to
the contrary. See, e.g., Theisen v. Theisen, No. C6-99-2042, 2000 WL 979124, at *2
(Minn. Ct. App. July 18, 2000) (unpublished) (finding that an unlawful threat of
physical violence was cured under the factors set forth in St. Louis Park); Olchefski
v. St. Paul Pioneer Press, No. C9-93-417, 1993 WL 302116, at *3 (Minn. Ct. App.
Aug. 10, 1993) (unpublished) (holding that unlawful threat by defendant to lie about

                                         -7-
plaintiff and "deny everything" if plaintiff brought a lawsuit were cured under St.
Louis Park factors). Moreover, Minnesota law connects duress to unlawful threats,
not just any threat. Olmsted's argument, if accepted, would blot out the "rule"
announced in Helling, and reiterated in St. Louis Park, because in the absence of an
unlawful threat, there is no duress at issue to "be sustained." See St. Louis Park, 411
N.W.2d at 291.

       "Rescission of a contract by agreement or abandonment requires an offer and
acceptance or, in other words, the mutual consent of the parties." S.S. Silberblatt, Inc.
v. Seaboard Sur. Co., 417 F.2d 1043, 1054 (8th Cir. 1969) (citations omitted). In the
absence of duress, Olmsted's resignation was valid when accepted. His attempted
rescission of that resignation merely constitutes an offer and requires that the District
provide its consent. The District did not. He cannot unilaterally rescind his
resignation.

                           B. Material Misrepresentation
      Olmsted next argues that the District made material misrepresentations of fact
on which he reasonably relied when he resigned. Olmsted claims that the District
misrepresented that it had "completed" its investigation and made a number of
adverse findings against him. Olmsted contends that "there were no adverse findings
against him and the [D]istrict did not have any allegations that could form the basis
for charges against him." Olmsted claims that he relied on these misrepresentations
when he agreed to resign.

      In Minnesota, a contract "is voidable if a party's assent is induced by either a
fraudulent or a material misrepresentation by the other party, and is an assertion on
which the recipient is justified in relying." Carpenter v. Vreeman, 409 N.W.2d 258,
260–61 (Minn. Ct. App. 1987) (citing Restatement (Second) of Contracts § 164(1)
(1981)). A misrepresentation is material "if it would be likely to induce a reasonable
person to manifest his or her assent or the maker knows that for some special reason

                                          -8-
it is likely to induce the particular recipient to manifest such assent." Id. (citing
Restatement (Second) of Contracts § 162(2)).

       There is no evidence that the District made material misrepresentations to
Olmsted. First, Olmsted offers no evidence that the District ever told him that it had
"completed" its investigation. Until completed, the investigation would not have
officially made any adverse findings. There was no direct communication between
the District and Olmsted; Olmsted's counsel acted as an intermediary for all of the
communication. Olmsted offers no evidence that Luger told him that the District had
completed its investigation. Second, Olmsted's argument depends on his claim that
the District had no basis to propose termination but manipulated him into resigning.
Though the investigation did not need to proceed given Olmsted's decision, the
evidence belies Olmsted's claim.

                                 III. Conclusion
      Accordingly, we affirm the judgment of the district court.
                     ______________________________




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