Boswell v. Panera Bread Co., No. 16-3230 (8th Cir. 2018)Annotate this Case
The Eighth Circuit affirmed the district court's grant of summary judgment to at-will employees in an action alleging breach of contract against Panera. Plaintiffs filed suit on behalf of themselves and a class of similarly situated store managers, alleging that Panera violated employee agreements by imposing a bonus cap. The court noted that under Missouri law, the agreements amounted to offers by Panera to enter into an unilateral contract; the court held that the Supreme Court of Missouri would conclude that an offerree must merely begin performance; and since each of the managers in the class here had at least begun performing under the offer, Panera could not modify the offer terms as to any manager. The court rejected Panera's contention that it reserved the power to modify or terminate its bonus offer before the managers began performing in accordance with that offer, and Panera's derivative argument that the district court should have revisited its decision to certify the class after determining that the bonus offers were offers to make a unilateral contract. Finally, the court affirmed the district court's rejection of Panera's novation, waiver, estoppel, and commercial frustration defenses.
Court Description: Arnold, Author, with Loken and Shepherd, Circuit Judges] Civil case - Contracts. Defendant's bonus plan for its at-will store managers was a unilateral contract; certain undertakings by the managers, such as agreement to maintain confidentiality, did not convert the contract to a bilateral contract; a party may not revoke an offer to make a unilateral contract after the offeree has begun to perform it because the offeree, at that point, has supplied consideration to make the contract enforceable against the offeror to the extent it has been performed; here, the managers had begun performance, and defendant could not unilateraly modify the contract by imposing a cap on the bonuses; argument that defendant reserved the power to modify or terminate the bonus offer before the managers began performing rejected; no error in rejecting defendant's novation, waiver, estoppel and commercial frustration defenses. Judge Loken, concurring.