Medtronic Inc. respondents, AlphaTec Spine Inc. appellant opinion filed March 2, 2026

This opinion is nonpre cedential except as pro vided by Minn. R. Civ. App. P. 1 36.01, subd. 1(c). STATE OF MINNES OTA IN COURT OF APP EALS A25-1009 Medtronic, Inc., et al., Respondents, vs. Matthew Lahn, et al., Defendants, AlphaTec Spine, Inc., Appellant. Filed March 2, 2026 Affirmed Johnson, Judg e Anoka County District Court File No. 02 -CV- 24 -6037 Sarah A. Horstmann, Jade B. Jorgenson, Danny A. Bihrle, M elissa R. Stumbras, Fredrickson & Byron, P.A., Minneapolis, Min nesota (for respondents) Joel Andersen, Danie l J. Supalla, Austin J. Spillane, Nilan Johnson Lewis, P.A., Minneapolis, Minnesot a (for appellant) Considered and decided by Ede, Presiding Judge; Johnson, Judg e; and Harris, Judge. NONPRECEDENTI AL OPINION JOHNSON, Judge Medtronic, Inc., a Minnesota corpora tion, sued AlphaTec Spine, Inc., a California corporation, in Minnes ota. AlphaTec moved to dismiss for lack of personal j urisdiction.

2 T he district court denied the motion. We co nclude that the district court did not err by concluding that person al jurisdiction over Alp haTec exist s under the closely - related -party doctrine. Therefore, w e affirm. FACTS Medtronic, Inc., is a Minnesota corporation w ith its principal p lace of business i n Minnesota. AlphaTec Spine, Inc., is a Califo rnia corporation with its principal place of business in California. Medtronic and Alpha Tec are c ompetitors in th e business of mak ing and selling products us ed in spin al surger ies. Medtronic alleges in its complaint that Matthew Lahn and Joshua Tucker are residents of Colorado. Each is a former employee of Medtronic who lived and worked for Medtronic in Colorado. Each entered int o a written employment agreement with Medtronic, Tucker in 2017 and Lahn in 2019. Each employment agreement provi des that “[a]ny dis pute arising out of or related to this agreement ... shall be exclusively decided by a state court in the State of Mi nnesota ” and that the employee “ irrevocably wa ives employee’ s right, if any, to have any dispute s between employee and Medtronic arising out of or related to this agr eement decided in any jurisdiction or ve nue other than a state court in the State of Minnesota. ” Each employment agreement further provides t hat the employee “ irrevoca bly consents to the persona l jurisdiction of the state courts in the State of Minnesota for the purposes of any action arising out of or related to this agreement. ” In addition, in 202 2, Lahn and T ucker each signed a n addendum to the e mployment agreement in which each agreed to work for Medtronic until Ju ly 31, 2025.

3 In the s pring of 2024, A lphaTec sought to hire Colorado - based sales r epresentatives and considered Lahn an d Tucker for the positions. AlphaTec learned t hat Lahn and Tucker were employed by Med tronic and had entered i nto written agreements with Medtronic. In May 2024, AlphaTec’ s general counsel retained a Minnesota attorney to review Lahn’ s and Tucker’s agreements with Medtronic to determine whether th e agreements were enforceable and whether (in the general counsel’s word s) AlphaTe c would be “ac ting within its rights by offe ring employment to Tu cker and Lahn and wou ld not be interfering with any contractual obligations.” The Mi nnesota attorney revie wed the agreements, considered other infor mation provided to her by AlphaTec, and p rovided AlphaTec with a 16- page opinion letter. After receiving the opinion letter, AlphaTec made job offers to Lahn and Tucker. In June 2024, both Lahn and Tucker resigne d their employment with Medtronic, approximately 14 mon ths before the expiration of their thr ee - year terms. An attorney representing Lahn and Tucker informed Medtronic by e - mail that each would be accepting an offer of e mployment with AlphaTec. Medtronic responded by stating that Lah n and Tucker had agreed to work for Medtron ic until July 2025 an d by requesting confirmat ion that AlphaTe c would withdraw its offers of employmen t. AlphaTec ’ s attorney replied by stat ing that AlphaTec was aware of and had reviewed Lahn’ s a nd Tucker’ s agreements and by disputing that the a greements prevented L ahn and Tucker from a ccepting employment with AlphaTec. In October 2024, Med tronic and i ts subsidiary, Medtro nic Sofamor Danek U SA (hereinafter, collectivel y, Medtronic) commenced this a ction against AlphaTec, Lahn, and

4 Tucker in Anoka Co unty District Court. Medtronic asserts thre e causes of action: (1) breach of contract a gainst Tucker, (2) breach of contract aga inst Lahn, and (3) torti ous interference with contr act against AlphaTec. In November 2024, AlphaTec served a nd filed a motion to dismis s for lack of personal jurisdiction. AlphaTec argued that t he district cour t lack s b oth general jurisdiction and specific jurisdicti on over AlphaTec and that Al phaTec is not subject to personal jurisdiction under the closely - related - party doctrine. In response, Medtronic argued that the district court has personal juri sdiction over AlphaTec under bo th the closely -related- party doctrine and und er a traditional minimu m-contacts analysis. In May 2025, the district court filed a 29-page order in which it denied Alpha Tec’ s motion. The district co urt reasoned that the cl osely -related- party doctrine applies a nd that personal jurisdiction e xists because Medtro nic has satisfied the requirements of the doctrine. In the alterna tive, the district court reasoned that personal jurisdiction also exists under a traditional mini mum-contacts analysis. AlphaTec appeals. DECISION AlphaTec a rgues that, f or two reasons, the district court erred by deny ing its motion to dismiss for lack of personal jurisdiction. First, AlphaTec argues that persona l jurisdiction doe s not exist und er the closely - related- party doctrine. Second, AlphaTec argues that personal jurisdiction does not exist under a traditional minimu m -contacts analysis.

5 A. A Minnesota state court “ may exercise personal jurisdiction over any foreign corporation or any nonresident indivi dual. . . in the same man ner as if it were a domesti c corporation or the indi vidual were a resident of this state,” s o long as the out -of-state defendant has an interest in real property within the state, transacts b usiness in the state, commits an act in the st ate that causes injury or property damage, or commits an act outsi de the state that causes injury or propert y damage in the state. Minn. St at. § 543.19, subd. 1 (2024). The supreme c ourt has interpreted the statute to be broad eno ugh to authorize any exercise of personal jurisdiction t hat is permitted by the Due Pr ocess Clause of the Fourteenth Amendmen t to the Unite d States Constitutio n. Vikse v. Flaby, 316 N.W.2d 276, 281 (Minn. 1982). Consequently, in determ ining whether a distric t court has personal jurisdiction over an out -of- state defendant, Minnesota court s typically seek to determine whether federal constitutional law allow s the exercise of personal jurisdiction. Ri lley v. MoneyMutual, LLC, 884 N.W.2d 321, 32 7 (Minn. 2016). Federal constitution al caselaw provides that a state court may exercise personal jurisdiction over an out -of- state defendant if the defendant has “ minimum contacts ” with the forum state so that the exercise of person al jurisdiction does not offend “traditional notions of fair play an d substantial justice. ” International Sh oe Co. v. Washington, 326 U.S. 310, 316 (1945) (quotation o mitted). To satisfy the minimum -c ontacts requirement, an out-of-state business entity must have “ purposefully availed ” itself of the privilege of conducting activities within the for um state such that the de fendant “ should reasonably anticipate being hale d into court there. ” Burg er King Corp. v. Rudze wicz, 471 U.S. 462,

6 474- 82 (1985) (quotation s omitted). “The ‘ minimum contacts ’ necessary to support specific personal jurisd iction over the defenda nt must focus on ‘ the relationship among the defendant, the forum, and the litigation, ’ a nd the ‘defendant’ s suit - related conduct must create a substantial connection with the for um state. ’” Rilley, 884 N.W.2d at 327 (footn ote omitted) (quoting Wald en v. Fiore, 571 U.S. 2 77, 283-84 (2014)). “ I f minimum contacts are established, we mu st consider the reasona bleness of perso nal jurisdiction a ccording to traditional notions of fair play and substantial justice, w eighing factors such as the convenience of the pa rties and the interests o f the forum state. ” Id. at 328 (quotation s omitted). Personal jurisdiction over a nonresident defendant also may be based on the nonresident defendant’ s consent. Rykof f-Sexton, Inc. v. Americ an Appraisal Assocs., Inc., 469 N.W.2d 88, 90 (Minn. 1991); Blume Law Firm PC v. Pie rce, 741 N.W.2d 921, 925 (Minn. App. 2007), rev. denied (Minn. Feb. 1 9, 2008). The United States S upreme Court has explained that, bec ause personal jurisdiction is waivable, a pers on may “ stipulate in advance to submit the ir controversies for re solution within a part icular jurisdiction. ” Burger King, 471 U.S. at 472 n.14. So long as such an agreement is “ freely negotiated ” and “ not unre asonable and unj ust, ” the e nforcement of suc h an agree ment “ does not of fend due process.” Id. (quot ations omitted). In addition, this court has applie d the consent theory to a person who was not a party to an agreement conta ining a waiver of or consent to personal jurisdiction. In C.H. Robinson Worldwide, Inc. v. FLS Transp ortation, I nc., 772 N.W.2d 528 (Minn. App. 2009), rev. denied (Minn. Nov. 24, 2009), we stated that a “th ird party may be bound by a

7 forum- selection clause where it is ‘ closely r elated to the disp ute such that it becomes foreseeable that it will be bound. ’” Id. at 534- 35 (quoting Medtronic, Inc. v. Endologix, Inc., 530 F. Supp. 2d 1054, 105 6 (D. Minn. 2008) (quoting Mara no Enters. v. Z - Tec a Restaurants, L.P., 254 F.3d 753, 757 (8th Cir. 2001))). W e further c onsidered “whether a forum- selection clause that subjects the partie s to personal jurisdiction in a forum state can also confer personal j urisdiction over ” a pe rson who is not a par ty to the agreeme nt containing the forum- selection clause. Id. at 535- 36. We reaso ned that “ the alleged conduct” of such a person may be “ such that they should reasonably anticipate defending themselves in a Mi nnesota court. ” Id. at 536 (citing World- Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980)). We concluded in C.H. Robi nson that a foreign corporation and its officers, who did not sign the agreements contain ing forum-selection and consent -to- jurisdict ion clause s, nonet heless were su bject to personal jurisdi ction under the closely- related -part y doctrine. Id. at 536. 1 If a defendant challenges the existe nce of personal jurisdiction, th e plaintiff has the burden to show the fa cts necessary to sup port the district court ’ s exercise of personal jurisdiction. Bandemer v. Ford Motor Co., 93 1 N.W.2d 744, 749 (Mi nn. 2019); Juelich v. Yamazaki Mazak Optonics Corp., 682 N.W.2d 565, 569-70 (Minn. 2004). Upon a motion 1 Since issuing the C.H. Robinson o pinion, this court has app lied the closely -related - party doctrine to non- signatory defen dants in at least three nonpreced ential opinions. See U.S. Holdings, Inc. v. Williston Holding Co., No. A 24-0795, 2025 WL 440351, at *6-7 (Minn. App. Feb. 10, 2025); Fair Isaac C orp. v. Gordon, No. A 16-0274, 2016 W L 7439084, at *2- 3 (Minn. App. Dec. 27, 2016), rev. granted (Minn. Mar. 28, 201 7), rev. dismissed (Minn. Aug. 21, 201 7); C.H. Robinson Worldwide, Inc. v. XPO Logistics, Inc., No. A13-1797, 2014 WL 2565690, a t *7-8 (Minn. App. June 9, 2014), rev. denied (Minn. Aug. 19, 2014).

8 to dismiss for lack of personal juris diction, the allegations in the complai nt and any supporting affidavits a re assumed to be true for the purpose of determining whethe r personal jurisdiction ex ists. Rilley, 884 N.W.2 d at 326. The judicial t ask is to “determi ne whether, taking all the factual allegatio ns in the complaint and supporti ng affidavits as true, the plaintiff has made a prima facie sho wing of personal juris diction. ” Id. This c ourt applies a de novo standard of revi ew to a district court ’ s rul ing on personal jurisdiction. Juelich, 682 N.W.2d at 569. B. We begin by consi dering AlphaTec’ s first argument, which concerns the closely - related- party doctrine. AlphaTec’ s argument with respect to th at doctrine has two parts. First, AlphaTec argu es that the doctrine has been expanded too far, is inconsistent with the federal constitutional c aselaw concerning pers onal jurisdiction, and, c onsequently, “should be rejected. ” Second, AlphaTec argues in the alternative tha t Medtronic has not established that AlphaTec is suffic iently closely related so as to be bound by the forum- selection and consent-to-jurisdiction clauses in Lahn’ s and Tucker’ s employment agree ments with Medtronic. 1. The first part of Al phaTec’ s argument concerning the closel y-related- party doctrine is, in essence, a request that this cour t overrule our C.H. Robinson o pinion. This part of AlphaTec’ s argument is inconsisten t with the doctrine of stare decisis and this court ’s respect for its precedent. A rule of ap pellate procedure provides tha t the court of ap peals may designate an opinion either “precedent ial,” “nonprecedential,” or “order opinion.”

9 Minn. R. Civ. App. P. 136.01, subd. 1(a). I f the c ourt has de signated an opinion precedential, the opinion “is binding au thority for this court.” State v. Chauvin, 9 55 N.W.2d 684, 694- 95 (Minn. App. 2021), rev. denied (Minn. Mar. 1 0, 2021). This is so because we abide by “ the fundamental prin ciple of stare decisis, ... which mea ns, ‘[t]o stand by things decided, and not to disturb settled points. ’” Id. at 690 (alteration in or iginal) (quoting Black’ s Law Dictionary 1626- 27 (1 0th ed. 2014)). As the supreme court has explained, a dherence to precedent “ promotes stability, order, and pre dictability in the law.” F leeger v. Wyeth, 771 N.W.2d 524, 529 (Min n. 2009). Accordingly, we reject AlphaTec’ s request t hat we overru le our opinion in C.H. Robinson. AlphaTec’ s reques t that C.H. Robinson be overruled would be mo re appropriately directed to the supreme court. See Minn. R. Civ. App. P. 117; see also State v. N.D.S., No. A15 - 1712, 2 016 WL 3659184, at *4 (Minn. App. July 1 1, 2016) (concurring opinion), rev. granted (Minn. Sept. 28, 2016), rev. denied (Minn. July 18, 2017). 2. AlphaTec contends, in the alternative, that if the closely-relate d- party doctrine applies, AlphaTec is not sufficiently clos ely related to the dispu te so as to be bound by the forum- selection and co nsent -to-jurisdiction clause s in Tucker’s and Lahn ’s empl oyment agreements with Medtronic. In C.H. Ro binson, we noted that the pl aintiff had alle ged that the c orporate out -of- state defendant “ under took a concerte d effort to solicit ” the pla intiff ’ s former emp loyees, “ with knowledge that the ex - employees w ere subject to ” confidentiality a nd non - competition agreemen ts (CNAs), which contained for um - selection and conse nt -to-

10 jurisdiction clauses. 772 N.W.2d at 533, 53 5. We also noted that the corporate out -of- state defendant and the individual d efendants who previo usly were employ ed by the plaintiff were “ represe nted by a common attorney ” and “ share[d] a common interest in asserting that neither improper use of [the plaintiff ’ s c onfidential] information nor improper solicitation of [the plaintiff’ s] customers occurred. ” Id. at 53 5. For those reasons, we concluded that the defendants “ who were not parties to the CN As were sufficientl y closely related to the di spute to be bound by th em.” Id. In this case, the record shows that AlphaTec h ad knowledge of Lahn’s and Tucker ’ s employment agreements when AlphaT ec offered employment to them. This cannot be disputed because AlphaTec’ s general cou nsel executed an affidavit stating that AlphaTec possessed copies of Lahn’ s and Tucker’ s agre ements with Medtro nic, was aware that the agreements required L ahn and Tucke r to remain empl oyed by Medt ronic until July 2 025, and was aware that the agreements containe d forum - selection and consent -to-jurisdictio n clauses. The record also shows tha t AlphaTec, Lahn, and Tucker are represen ted by the same attorneys in this case. In addition, it is apparent that AlphaTec, Lahn, and Tucker share a common inter est in obtaining a judicial decision th at Lahn and Tucker are not restrained by their agre ements with Me dtronic and that AlphaTec, La hn, and Tucker have no liability on Medtr onic’ s claims. As a result, AlphaTec is just as closely related to the dispute in this case as the out -of- state corporate defendant was to the dispute in C.H. Robinson. For that rea son, we conclude that AlphaTec is suffic iently closely related t o be bound by the forum - selection and consent -to- jurisdiction clauses in Lahn’ s and Tucker’ s employment agreement s with Medtronic. See id.

11 Thus, the district co urt did n ot err by conclu ding that it has person al jurisdiction over Alph aTec under t he closely -related- part y doctrine. In light o f that conclusion, we need not consider AlphaTec’ s second argument, that personal juris diction does not exist under a traditional mini mum-contacts analysis. Affirmed.