When you offer employment to someone, whether orally or by an offer letter, avoid open-ended assurances such as “we look forward to a long and rewarding experience with you on our team.” Those phrases carry a real, if limited, risk: in Minnesota, an employer’s promise of employment can ripen into a binding contract that restricts your right to terminate at will. The Minnesota Supreme Court has held that a promise of employment “on particular terms of unspecified duration, if in form an offer, and if accepted by the employee, may create a binding unilateral contract,” while “an employer’s general statements of policy are no more than that and do not meet the contractual requirements for an offer.” A vague, optimistic assurance is usually treated as the latter, but a definite promise (a fixed term, “permanent” employment, or termination only “for cause”) can become enforceable. Leaving the open-ended language out eliminates the argument before it can arise.
If you use an offer letter, describe the terms and conditions of employment fully, as you understand them, and state that the letter supersedes any prior oral promises. A word of caution on disclaimers: a generic “this is not a contract” or supersession clause does not automatically defeat every specific promise around it. The Minnesota Supreme Court held in 2021, in the context of an employee handbook, that “well-drafted, specific[] disclaimers can prevent the formation of contractual rights,” which means a boilerplate disclaimer may not override a sufficiently definite promise. That case concerned a handbook’s introductory disclaimer and a paid-time-off policy, not an offer-letter supersession clause, but the same unilateral-contract reasoning applies: make your at-will statement and your supersession language clear and specific, not boilerplate.
At-Will Employment and How You State the Salary
If you want the employment relationship to be “at-will,” meaning either party may end it at any time, the single most reliable step is to say so plainly in the letter. Minnesota presumes that an employment relationship of indefinite duration is terminable at the will of either party. The usual employer-employee relationship “is terminable at the will of either,” and “a hiring for an indefinite term is terminable at the will of either party.”
You may have read that stating an annual salary in an offer letter creates, or risks creating, a one-year term of employment, and that you should therefore express pay as a payroll-period amount (weekly or semi-monthly) annualized at a stated rate. Here is the reality: no Minnesota authority holds that stating an annual salary creates, or presumptively creates, a one-year term. The Minnesota Supreme Court has held that “an indefinite hiring at so much per day, or per month, or per year, is a hiring at will and may be terminated by either party at any time.” On that reasoning, the salary period operates as a rate of pay rather than as a contractual term of duration. Even an express promise of “permanent” employment implies “not that the engagement shall be continuous or for any definite period but that the term being indefinite the hiring is merely at will.”
Expressing pay as an annualized periodic rate rather than a flat annual figure is therefore a reasonable belt-and-suspenders drafting choice, but it addresses a theoretical risk, not an established one under controlling Minnesota law. Do not rely on it as your at-will safeguard. The far more important protections are an express at-will statement, a clear integration clause superseding oral promises, and avoiding language (“permanent,” “career,” “long-term”) that could support an implied for-cause or definite-term contract. To make sure your offer letter is not interpreted as a binding employment contract, have it reviewed by legal counsel before you send it.
Notice of Rights Regarding Personnel Files
Minnesota’s Personnel Record Review Act requires you, upon an employee’s written request, to provide the employee an opportunity to review the employee’s personnel record.39 The right is subject to frequency limits (generally no more than once every six months for current employees, and once per year after separation). This obligation runs to any covered employer, and under a 2024 amendment “employer” means a person who has one or more employees, excluding government bodies (a state agency, statewide system, political subdivision, or advisory board or commission subject to chapter 13).40 Before that amendment, the Act reached only employers with 20 or more employees.
Covered employers must also provide written notice to a job applicant, upon hire, of the new employee’s rights and remedies regarding personnel records.41 Because that notice duty is tied to the same definition of “employer,” it now applies to employers with one or more employees, not only those with 20 or more. The statute does not require, or “encourage,” a signed acknowledgment of the notice. Securing a signed acknowledgment is nonetheless a sound compliance practice: it documents that you gave the mandatory notice. Treat it as a best practice you adopt, not a statutory requirement. Further discussion of personnel files appears in the Employee Access to Personnel Files section of this Guide.
CREDITS: This post is an excerpt from An Employer’s Guide to Employment Law Issues in Minnesota, originally produced through a collaborative effort between the Minnesota Department of Employment and Economic Development and Lindquist & Vennum, P.L.L.P.
This post is part of a series of posts on hiring an employee in Minnesota.
39. Minn. Stat. §§ 181.960-.966 (2024); see id. § 181.961, subd. 1.
40. Minn. Stat. § 181.960, subd. 3 (2024) (as amended by 2024 Minn. Laws ch. 127, art. 9, § 4).
41. Minn. Stat. § 181.9631 (2024).
