Facepunch Case

Glynn contends that Facepunch breached the contract between the parties by failing to render 60% of the profits of the sale of the videogame RUST. Facepunch responds that the parties never agreed to a definite profit-sharing structure. In Minnesota, the elements of a breach of contract claim are: (1) formation of a contract, (2) performance by plaintiff of any conditions precedent to the right to demand performance by the defendant, and (3) breach of the contract by defendant. “Whether a contract is formed is judged by the objective conduct of the parties and not their subjective intent.” Here, Facepunch offered Glynn a stipend schedule in compensation for Glynn’s general programming efforts. By all accounts, this stipend schedule was

Glynn bases this claim on Newman’s alleged misrepresentations and agreement to pay Glynn 60% of RUST’s profits. “The general rule is that special circumstances must exist in a relationship between parties for creation of a fiduciary relationship.” A fiduciary relationship “transcends the ordinary business relationship.” An ordinary business relationship may involve “reliance on a professional” and “a certain degree of trust and a duty of good faith, and yet it not classified as ‘fiduciary.’” Id. The “arm’s length negotiation of a contract does not give rise to a fiduciary relationship.” Glynn allege insufficient facts to establish that his relationship with Newman and Facepunch transcends an ordinary business relationship. Glynn characterizes the relationship as one where Newman - from a dominant position - sought to take advantage of Glynn from the very beginning. However, it was Glynn who initiated the relationship in an email highlighting his extensive programming experience. Newman’s tentative discussion of potential future work did not change that dynamic. The facts of Glynn’s complaint describe the arms-length negotiation of a contract, not a fiduciary relationship. Newman and Facepunch did not owe Glynn any fiduciary duty. As a result, dismissal of Glynn’s claim for breach of fiduciary duties is

Finally, Glynn argues that Facepunch is liable for negligent training. In Minnesota, a plaintiff claiming negligent supervision or retention must allege a threat or reasonable apprehension of physical injury. General harassment does not support a claim for negligent retention. Instead, an employee’s conduct must rise to the level of an intentional, physically injurious tort. Finally, negligent training is not a valid cause of action under Minnesota law. Glynn has not alleged that he was threatened or feared any physical injury. Moreover, Glynn’s allegations of general harassment are insufficient to form the basis of a negligent retention claim. He has failed to state a viable claim for negligent supervision, retention, or training. As a result, dismissal of these claims is