                 United States Court of Appeals
                            For the Eighth Circuit
                        ___________________________

                                No. 17-3349
                        ___________________________

                                   Tracy Harrell,

                       lllllllllllllllllllllPlaintiff - Appellant,

                                           v.

                           Handi Medical Supply, Inc.,

                       lllllllllllllllllllllDefendant - Appellee.
                                      ____________

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

                           Submitted: October 17, 2018
                              Filed: April 9, 2019
                                 ____________

Before WOLLMAN, COLLOTON, and BENTON, Circuit Judges.
                       ____________

COLLOTON, Circuit Judge.

      Tracy Harrell brought this action against her former employer, Handi Medical
Supply, Inc., alleging violations of the Minnesota Human Rights Act (MHRA) and
the Family Medical and Leave Act (FMLA). The district court1 granted summary

      1
       The Honorable John R. Tunheim, Chief Judge, United States District Court for
the District of Minnesota.
judgment in favor of Handi on all claims. Harrell appeals the dismissal of only two
claims under the MHRA. Without deciding whether the district court’s rationale was
correct, we conclude that the judgment should be affirmed on alternative grounds.

                                         I.

       As the case was resolved on summary judgment, we recite the facts in the light
most favorable to Harrell. Handi Medical is a medical equipment company located
in St. Paul, Minnesota. The company employed Harrell as a Lead Customer Service
Representative from 2012 until 2015. In 2013, the company approved Harrell for
intermittent leave under the FMLA, and she used the leave to support her husband,
who suffers from severe bipolar disorder.

      On August 5, 2015, Handi Medical’s management called a meeting to
announce temporary changes to its customer service department. The changes
required Harrell to accept a demotion in stature by assuming responsibilities of a
customer service representative.

       Harrell left the meeting and returned to her desk. She sent an e-mail to her
husband that said, “I really need to talk to you, I am upset.” She then called her
husband; he became angry and threatened to come to the company’s offices to talk
to the chief executive officer about the changes.

       Harrell became worried about her husband and asked to take FMLA leave for
the afternoon. Human resources director Julie Peterson approved the request. Harrell
then returned to her desk, swung her identification badge around her hand, and threw
the badge in her purse. Co-workers reported that as Harrell prepared to leave, she
said she “has had it with this place” and cursed loudly within earshot of customers.
When a co-worker asked Harrell a work-related question, Harrell responded, “You



                                         -2-
are going to need to talk to [another manager]. I am done. I got to go. I am done
right now.” She then departed.

       Harrell’s co-workers reported her conduct to human resources director Peterson
and the company’s chief operating officer, Scott Learned. Learned interviewed two
more employees about the incident, and then reported it to chief executive officer
Mike Bailey. In response, Bailey prepared a written warning for Harrell, saying that
the reported behavior would not be tolerated, and that failure to observe workplace
rules would result in further discipline, including termination.

       On August 11, Bailey summoned Harrell to meet with him and Learned, and
Bailey issued the written warning. He explained that he was taking the action in
response to her conduct on August 5, and admonished her that it was unacceptable
to curse and complain in front of customers and other employees. Harrell disputed
that she used profanity and refused to sign the document acknowledging the
discussion. She explained that she left the office frantically on August 5 because she
was worried about her husband. Bailey responded that it always seemed like she had
an excuse. Harrell then accused Bailey of using her husband’s disability against her.
Bailey asked Harrell why she would tell her husband about the organizational
changes if she knew that the information would upset him.

      At this point, Peterson and another manager joined the meeting. Bailey
allegedly “got red-faced,” moved his chair toward Harrell, pointed at her, and asked
whether she was accusing him of using her husband’s disability against her. Harrell
responded that she felt that way because Bailey was accusing her of acting
unprofessionally after going home due to FMLA leave. Bailey then told her never to
accuse him of discriminating against her because of her husband’s condition.

      After more discussion, Bailey decided that if Harrell “truly felt that way that
she was describing that she would be better off working elsewhere.” According to

                                         -3-
Harrell, company officials observed that she and her family were unhappy, and said
that “maybe we should—can find an exit strategy when Scott [Learned] returns.” As
Harrell left the meeting, she muttered Handi’s motto—“enriching lives”—in a
disparaging way. Upon hearing that remark, Bailey called Harrell back into his office
and terminated her employment immediately.

        Harrell sued Handi Medical, alleging four claims that the company
discriminated against her in violation of the MHRA and FMLA. The only two claims
at issue on this appeal arise under the MHRA. One alleges discrimination against
Harrell based on her marital status. Under the MHRA, marital status includes
“protection against discrimination on the basis of the identity, situation, actions, or
beliefs of a spouse.” Minn. Stat. § 363A.03, subd. 24. The second claim asserts
“reprisal” against Harrell for opposing an unlawful employment practice. “Reprisal”
under the MHRA includes “intimidation, retaliation, or harassment,” and Harrell
alleged that Handi Medical retaliated against her for opposing discrimination based
on marital status. Id. § 363A.15. Harrell asserts that the company’s declaration that
she would be subject to an “exit strategy” was an adverse employment action taken
based on her marital status and her opposition to discrimination based on marital
status.

       The district court determined that Harrell had established a prima facie case on
these claims, but rejected her argument that the discussion of an “exit strategy” was
an adverse employment action. The court concluded that the only adverse
employment action was the immediate termination that came in response to Harrell’s
comment about “enriching lives.” With that frame of reference, the court decided that
Harrell’s insubordinate remark was a non-discriminatory reason for the termination,
and that Harrell failed to present sufficient evidence that the reason was pretextual.
The court thus granted summary judgment in favor of Handi. We review the district
court’s grant of summary judgment de novo, viewing the evidence in the light most



                                         -4-
favorable to Harrell. Thomas v. Heartland Emp’t Servs. LLC, 797 F.3d 527, 529 (8th
Cir. 2015).

                                         II.

      Both of Harrell’s claims under the MHRA require her to establish that the
company took an adverse employment action against her and that there was a causal
connection between her protected activity or status and the adverse action. See
Doucette v. Morrison County, 763 F.3d 978, 982 (8th Cir. 2014); Hoover v. Norwest
Private Mortg. Banking, 632 N.W.2d 534, 548 (Minn. 2001). One dispute on this
appeal concerns when Handi Medical took adverse action against Harrell.

       Harrell contends that when company officials discussed arranging an “exit
strategy” for Harrell, the company took an adverse employment action by setting in
motion a process to terminate her employment. The “exit strategy” discussion
occurred before Harrell’s insubordinate remark about the company’s motto, so her
sarcastic reference to “enriching lives” could not have justified implementing the
“exit strategy.” The district court concluded that the discussion of an exit strategy
was not an adverse employment action because “there was no agreement that an ‘exit
strategy’ would actually happen or that Harrell would ultimately be terminated.”
Harrell disputes this conclusion.

       We deem it unnecessary to resolve the dispute over the meaning of the “exit
strategy” discussion. Assuming for purposes of analysis that the company took
adverse action against Harrell during the meeting on August 11 when Bailey raised
the “exit strategy,” Handi Medical argues that there are alternative grounds on which
to affirm the judgment. We conclude that these other grounds have merit.

     On the reprisal claim, Harrell must establish that she engaged in protected
conduct, and that the company took adverse action against her because of that

                                         -5-
conduct. A person engages in protected conduct when she “oppose[s] a practice
forbidden” under the MHRA. But not every complaint about alleged unlawful
discrimination is protected. The Minnesota Supreme Court has not decided whether
the complained-of conduct must actually be unlawful for a complaint to constitute
protected “opposition,” but at a minimum, Minnesota requires that the employee have
a good-faith reasonable belief that the conduct she opposed was a violation of the
MHRA. Bahr v. Capella Univ., 788 N.W.2d 76, 81-82 (Minn. 2010).

       The alleged protected conduct in this case was Harrell’s complaint that Bailey,
by issuing the written warning on August 11, was discriminating against her because
of her marital status—namely, her husband’s situation. It is undisputed, however,
that Bailey had received reports from company staff that Harrell caused a scene in the
office, made disparaging remarks about the company, and used profanity that could
be overheard by co-workers and customers. Harrell disputes that she cursed in the
office, but there is no dispute that Bailey acted on information from co-workers that
she had done so, and Bailey’s motivation is the relevant fact.

       That Harrell’s outburst may have been triggered in part by her husband’s
situation did not support a reasonable belief that Bailey issued the written warning
because of Harrell’s marital status. Harrell admitted that if the reports to Bailey were
accurate, then her conduct would be cause for discipline, and there is no dispute that
Bailey acted on such reports. After Bailey issued the warning, Harrell did raise her
husband’s situation as an excuse or explanation for her conduct. But Harrell’s marital
status did not give her license to engage in unprofessional conduct that would be
unacceptable from any other employee, so the company’s unwillingness to withdraw
the discipline did not supply reasonable grounds to believe that the company was
discriminating based on marital status. A baseless accusation that an employer
violated the MHRA is not protected opposition under the reprisal statute. We thus
conclude that even if Bailey took adverse action against Harrell during the August 11
meeting by raising the “exit strategy,” she cannot show that the action was taken

                                          -6-
because of protected opposition to an unlawful employment practice under the
MHRA.

       In addition to alleging unlawful reprisal, Harrell also claims that Handi Medical
discriminated against her based on her marital status. To prove this claim, Harrell
must show that the company took an adverse action against her “on the basis of the
identity, situation, actions, or beliefs” of her spouse. Minn. Stat. §§ 363A.03, subd.
24; see also id. § 363A.08; Doucette, 763 F.3d at 982. Because the record was fully
developed on the motion for summary judgment, we consider the ultimate question
of discrimination vel non, Otto v. City of Victoria, 685 F.3d 755, 758 (8th Cir. 2012),
and we conclude that there is insufficient evidence to proceed on this claim.

       While Bailey raised the “exit strategy” after Harrell complained about the
company using her husband’s situation against her, the record does not support an
inference that the company suddenly decided to terminate Harrell based on her
marital status. The company, after all, consistently had granted Harrell leave under
the FMLA to care for her husband’s needs. It was only when Harrell offended Bailey
by suggesting that he was unlawfully discriminating that the exit strategy was
broached. Bailey did question why Harrell told her husband of the company’s
organizational changes during the work day on August 5 when she understood that
the news would upset him. But this comment was a critique of Harrell’s judgment,
not a complaint about her husband’s situation or actions. The company’s generic
acknowledgment that both Harrell and “her family” were unhappy with recent events
is insufficient to show that the company acted against her because of her husband’s
situation rather than Harrell’s conduct and attitude. Even taking the evidence in the
light most favorable to Harrell, we do not see a sound basis to conclude that the
decision to arrange an “exit strategy” was motivated by Harrell’s marital status.

                                   *       *       *



                                          -7-
For the foregoing reasons, the judgment of the district court is affirmed.
                ______________________________




                                  -8-
