T1 This сase presents an appeal of the trial court's grant of partial summary judgment to class action plaintiffs, finding the defendant Hable for breach of contract. All members of the plaintiff class (the Advisors) are financial planners who worked for defendant American Express Financial Advisors (AEFA) as independent contractors. The trial court allowed a jury trial on the issue of damages, and the jury returned a verdiet for the Advisors of $14,109,068.82.
1 2 There are three main issues on appeal: (1) whether the trial court erred in granting partial summary judgment to the Advisors on the issue of whether AEFA breached a contract known as the Financial Planners Agreement (the FPA); (2) whether the trial court committed error when it granted partial summary judgment to the Advisors on AEFA's claim that a subsequent contract, known as the Business Franchise Agreement, was a substitute contract for the FPA; and (8) whether the trial court erred in granting the Advisors' motion in limine seeking exclusion of evidence regarding offsetting benefits by AEFA. We affirm on all three issues.
BACKGROUND
13 The FPA governed the relationship between the Advisors and AEFA until March 22, 2000. The parties agree that the Advis-ors had to meet certain contractually specified production levels 1 in one year in order to receive contributions from AEFA toward their medical, dental, and life insurance cov-crage (welfare benefits) for the next fiscal year 2 They further agree that there were other prerequisites to receiving welfare benefits contributions: the Advisors also had to elect to participate in the AEFA benefits plan and pay their own share of the premium.
" 4 The parties disagree about whether, as an additiоnal prerequisite for the receipt of welfare benefits contributions, the Advisors were also required to continue to work under the FPA. The Advisors claim that their achievement of the productivity levels irrevocably "entitled" them to the benefits contributions in the following year so long as they remained associated with ABFA. AEFA counters that attaining the specified production levels rendered the Advisors merely "eligible" for the benefits contributions, and that actual payment of the benefits contributions was additionally contingent on the Advisors continuing to work under the FPA specifically.
T5 On May 21, 2000, AEFA terminated the FPA and restructured its contractual relationship with the Advisors. The amount and nature of the forewarning that AEFA gave the Advisors about this termination is a matter of some disagreement, but it is undisputed that in place of the FPA, AEFA of ferеd the Advisors two alternative "platforms" upon which to base their prospective contractual relationships with AEFA. Those who chose Platform 1 became employees of AEFA, while those who chose Platform 2 became "franchisees." All of the Advisors voluntarily chose Platform 2, which required them to sign a new contract called the Business Franchise Agreement (BFA).
T6 The BFA differed from the FPA in several respects. The salient difference between the two for purposes of this appeal, however, was that under the BFA, AEFA would not pay any contributions toward the Advisors' welfare benefits. AEFA further claimed that it had no obligation to pay even the benefits contributions promised in the FPA, even though the Advisors had met the requisite production levels specified in the FPA. AEFA's refusal to pay welfare benefits contributions is primarily what gave rise to the Advisors' lawsuit against AEFA.
ANALYSIS
I. THE ADVISORS ENTITLEMENT TO WELFARE BENEFITS CONTRIBUTIONS UNDER THE FPA
T8 The first issue is whether the trial court correctly granted partial summary judgment for thе Advisors in ruling that AEFA breached the FPA by refusing to make welfare benefits contributions on behalf of the Advisors. There is no dispute that AEFA's "Platform Rollout" prospectively terminated AEFA's obligation to subsidize the Advisors' welfare benefits under the BFA. The key question is whether the refusal to make contributions contemplated by the FPA constituted a breach. The parties agree that Minnesota law applies to this case. The trial court found that under Minnesota law, "[elven if more than a tender of performance were required, the Advisors earned their benefits contributions. Earned benefits cannot be taken away."
T9 "[Slimmary judgment is only appropriate where 'there is no genuine issue as to any material fact and ... the moving party is entitled to a judgment as a matter of law' Utah R. Civ. P. 56(c)" Smith v. Four Corners Mental Health Cir., Inc.,
{10 AEFA challenges the trial court's legal conclusions that the Advisors "earned their benefits contributions," and "[elarned benefits cannot be taken away." It asserts that the FPA did not give the Advisors a "guaranteed right to [benefits contributions] irrespective of whether they continued working under the FPA." The Advisors counter that they earned their benefits contributions by meeting the production goals set out in the FPA, and AEFA simply refused to honor the terms of its promise to pay the contributions. We agree with the trial court and the Advisors, and conclude that the Advisors had earned the benefits contributions pursuant to the plain terms of the FPA, and that AEFA's termination of the benefits contributions constituted a breach of the FPA.
111 AEFA's offer of welfare benefits contributions in exchange for the Advis-ors' work and meeting of certain production levels constituted a unilateral contract that AEFA was not at liberty to revoke or modify once the Advisors began fulfilling their contractual obligations. "An offeror of a unilateral contract always retains the power to modify or revoke the offer so long as the offeree has not begun performance, but retention of that power does not preclude the offer from becoming a contract once accepted by the offeree by tender of performance." Feges v. Perkins Rests, Inc.,
12 AEFA makes no effort to refute these basic princiрles of law regarding unilateral contracts, or to assert that they have no application here. Rather, AEFA argues that we should find that the Advisors were not entitled to welfare benefits contributions after the termination of the FPA, even though they had achieved the required production levels, unless the FPA expressly provided that the contributions would continue after AEFA terminated the FPA. AEFA relies on several cases for this proposition, but each of them is distinguishable from the case before us.
T 13 The first case, Knudsen v. Northwest Airlines, Inc., exemplifies the unexceptional rule that "where an employee enters into a stock option agreement that is granted on certain terms and conditions, he is bound by those conditions."
T14 AEFA also cites Sonneman v. Blue Cross & Blue Shield,
115 Finally, we reject AEFA's request that we follow the ERISA-based analysis of Hughes v. 3M Retiree Medical Plan,
1 16 The keystone of AEFA's argument is its assertion that the FPA contained a requirement that the Advisors continue working under the FPA in order to earn their benefits contributions. AEFA goes so far as to assert that the FPA is "clear" and "unambiguous" on this point, and suрports this assertion with two citations to the record. Far from supporting AEFA's argument, however, examination of these citations exposes fatal flaws in AEFA's construction of the FPA. AEFA points to trial testimony of class representative Jerry Ford, in which Mr. Ford repeatedly states that he knew over the
117 AEEFA's other arguments for such a requirement attempt to infer a requirement of continued work under the FPA from the FPA's references to "eligibility" for benefits contributions, rather than entitlement thereto, and from AEFA's reservations of rights in the FPA. The chart of "[qlualification levels and payouts" for the Star Quest program provides: "To remain eligible for a company contribution to group benefits, advisors must meet the minimum weighted production requirement in any given year." Additionally, it states that fulfillment of production requirements is necessary for the Advisors to become "eligible to receive a Company contribution toward the cost of" welfare benefits. There is no other reference in the contract to any further condition or requirement that must be met. Having examined the FPA as a whole, therefore,.we are not convinced that the use of the word "eligible" rather than "entitled" evidences an intent to make benefits contributions contingent on continued employment under the FPA. Rather, we interpret these provisions, as did the trial court, as meaning simply that, upon meeting the specified production requirements, the Advisors would have earned and would be qualified to receive the benefit contributions. We note that the Star Quest plan provides that "(alt Star Level 1, you earn a company contribution to your group benefits," and details the calculations performed to determine "what you earn once you reach a Star level." (Emphasis added.) Thus, when read in light of all the promises contained in the FPA, the mere use of the word "eligible" comes nowhere close to signaling, as the Knudsen and Sonneman contracts signaled, that employees' already-earned contractual rights terminated when the defendant terminated the contract.
T18 AEFA argues that the following provision in the FPA constitutes an express reservation of rights: "[AEFA] make[s] no promise to continue these benefits in the future and hafs] the right to amend or terminate any coverage for active plan participants or retired covered individuals at any time. Rights to future benefits will never vest." AEFA asserts that this provision unambiguously reserves its rights to amend or terminate the FPA. If we agreed with this reading, it would serve as a strong indicator that AEFA had expressly reserved the right to terminate benefits contributions, similar to the defendant in Sonneman. See Sonme-man,
119 The only reasonable reading of this provision, however, is that it applies only to ERISA benefits for employees who are not parties to this lawsuit,. The provision is located in a section of the FPA that begins with the statement, "[elxeept for the claims review procedure, this section applies only to first year financial advisors, district managers within the State of New York, field vice presidents and group vice presidents." AEFA argues that the termination provision exists in the "claims review procedure" subsection, and that it therеfore applies not just to employees' ERISA benefits, but to everyone. We believe that this interpretation is unreasonable.
3
Although this section could be clearer, we are convinced that the "claims review procedure" consists of the single
120 Finally, AEFA emphasizes FPA language providing that "[when this Agreement terminates, you will not, except as provided by the Sales Compensation Plan, be entitled to ... [aluy further commissions, fees, overwriting or other compensation." (Emphasis added.) The benefits at issue however, are provided for in the Sales Compensation Plan. Consequently, the clause "except -as provided by the Sales Compensation Plan," defeats AEFA's argument. We therefore conclude that AEFA's cancellation of the FPA could not also cancel its already matured obligations under the FPA, and affirm the trial court's grant of summary judgment on this issue.
II. WHETHER THE BFA CONSTITUTED A SUBSTITUTED CONTRACT
121 The second main issue in this appeal is whether the BFA constituted a substituted contract that replaced the FPA, thereby saving AEFA from the obligation of fulfilling its responsibilities under the FPA. The trial court granted partial summary judgment for the Advisors on this issue, and AEFA argues that this decision was in error. Because we are reviewing a grant of summary judgment, we review for correctness to determine "whether the trial court erred in applying the relevant law and whether a material fact was in dispute." WebBank v. Am. Gen. Anmuity Serv. Corp.,
122 The parties do not dispute the law applicable to this question. A substituted contract is a new contract that reрlaces the terms of a prior contract, thereby discharging the parties' duties under the original agreement. Restatement (Second) of Contracts § 279(1), (2) (1981). The party claiming the existence of a substituted contract bears the burden of proving its elements. Epland v. Meade Ins. Agency Assocs.,
123 In this case, the parties disagree about only one of the elements in the test for a substituted contract, namely, whether the parties intended for the BFA to extinguish obligations due and owing under the FPA. To determine the parties' intent, courts look to the parties' manifest intent, not their subjective intent. Vacura v. Haar's Equip., Inc.,
$24 In its effort to prove that the Advisors and AEFA manifested an intent to extinguish the Advisors' rights under the FPA, AEFA relies primarily on the "Disclaimer of Benefits" provision of the BFA, which provides: j
Disclaimer of Benefits. Independent Ad-visor acknowledges that the Manuals, including the Compensation Schedule contained therein, constitute the complete list of the compensation and benefits owed Independent Advisor rеsulting from this Agreement or Independent Advisor's relationship with AEFA. Independent Advisor acknowledges that Independent Advisor has no claim to any other compensation or benefit plan, program or policy of or sponsored by AEFA unless such plan, policy or benefit plan specifically references Independent Advisors in their role as Independent Advisors as an eligible group under such plan ....
(Emphasis added.) AEFA argues that this provision evidences the parties' intent to ex
{25 The Advisors counter that the "unless" clause does aрply, for two main reasons. First, the Advisors point out that the Disclaimer of Benefits provision uses the present tense ("Independent Advisor has no claim ..." (emphasis added)), and this logically implies that the Independent Advisors are a group that existed prior to the introduction of the BFA and its Disclaimer of Benefits provision. Second, the Advisors argue that AEFA itself believed that the "Independent Advisors" mentioned in the Disclaimer of Benefits were the same as the "independent contractor advisors" who had participated in Star Quest pursuant to the FPA. The Advisors base this argument on deposition testimony from James Punch, who crafted the BFA, and who stated that the words "Independent Advisor" meant "[alny independent contractor advisor that is signing this document." Thus, the Advisors argue, the "unless" provision in the Disclaimer does apply, and thеrefore the Disclaimer of Benefits does not evidence any intent of the Advisors to extinguish their right to benefits contributions under the FPA.
126 AEFA has failed to convince us that the FPA did not refer to the "Independent Advisors" who were the subject of the BFA. The present-tense language of the Disclaimer of Benefits provision itself contemplates that the Independent Advisors are a group that existed prior to the creation of the BFA. Furthermore, while the FPA does not use the specific term "Independent Advisors," it does specifically refer to the Advisors as "independent contractors" and "advisors." Thus, the FPA specifically refers to the same group of people known as "Independent Ad-visors" under the BFA, and the Disclaimer of Benefits therefore does not indicate any intent by the Advisors to extinguish their right to the welfarе benefits contributions that they had already earned under the FPA.
127 AEFA also argues that the BFA's integration clause is evidence of the parties' intent for the BFA to be a substitute contract. The integration clause provides that "[this Agreement, the attachments hereto, and the documents referred to herein constitute the entire Agreement between AEFA and Independent Advisor concerning the subject matter hereof, and supersede all prior and contemporaneous agreements, negotiations and representations (written and oral), no other representations having induced Independent Advisor to execute this Agreement." AEFA argues that this integration clause is clear evidence of the parties' intent to create a substitute contract. We disagree.
128 The integration clause, by its plain language, simply means that no other documents should be considered part of the BFA. The United States Court of Appeals for the Sixth Circuit faced an analogous issue in Security Watch, Inc. v. Sentinel Systems, Inc.,
Merger clauses are routinely incorporаted in agreements in order to signal to the courts that the parties agree that the contract is to be considered completely integrated. A completely integrated agreement must be interpreted on its face, and thus the purpose and effect of including a merger clause is to preclude the subsequent introduction of evidence of preliminary negotiations or of side agreements in a proceeding in which a court interprets the document.
Id. (citation omitted). So it is in the instant case. The BFA's integration provision simply means that the entire agreement between the parties "concerning the subject matter
129 We note, and reject, AEFA's argument that In re Worldwide Direct, Inc.,
130 In sum, we hold that the BFA does not manifest any intent on the part of the Advisors to extinguish their rights under the FPA and substitute the BFA. Consequently, we need not reach AEFA's alternative argument that the BFA is ambiguous on the issue of the parties' intent, and that such ambiguity necessitates remand for presentation of extrinsic evidence at trial. We therefore affirm the trial court's grant of summary judgment on this issue.
III. OFFSETTING BENEFITS
131 The final issue we consider is whether the trial court erred by granting the Advisors' motion in limine to exclude AEFA's evidence that the Advisors benefitted from AEFA's breach of the FPA. This issue stems from AEFA's argument that its decision to discontinue welfare benefits contributions enabled AEFA to offer the Advisors higher cash commissions under the BFA than would have otherwise been possible. AEFA sought to introduce evidence at trial of how the higher commissions offered under the BFA offset the loss to the Advisors of the welfare benefits contributions. In short, AEFA sought to present evidence that had it not breached the FPA, it would not have been able to offer the Advisors the same terms under the BFA, a contract that AEFA asserts was more beneficial to the Advisors than the FPA. 4 The Advisors counter that the offsetting benefits doctrine is inapplicable where, as herе, the alleged breach did not obviate the need for the plaintiffs' own performance because the Advisors had already worked the full year and met the production levels required of them under the FPA.
1382 As to the standard of review on this question, AEFA argues that we should review for correctness, because the trial court "remove[d] the issue of offset to damages from jury consideration." The Advisors argue that "[the decision to admit or exelude evidence is reviewed for abuse of discretion."
133 We determine that the proper standard of review is a correctness standard. The trial court's rationale for granting the Advisors' motion in limine was that
[the offsetting benefits theory applies only where "the defendant's breach obviates the necessity for the Plaintiff's own performance or some part оf it." Dan B. Dobbs Handbook of the Law of Remedies-Damages, Equity and Restitution vol. 3, 124 (2d ed., 19983). In other words, the offset rule only applies if plaintiffs are free to perform a second contract, thereby saving the cost of performance on the breached contract.
T34 Neither the Advisors nor AEFA dispute that the offset theory is available in two basic situations. In the first,
the means necessary for the plaintiff to have obtained the profit or savings from the subsequent contract would have been unavailable if the original contract had been performed.. [In the second], the breach resulted in a direct and immediate savings to the plaintiff, i.e., savings on the cost of performance.
Macon-Bibb County Water & Sewerage Auth. v. Tuttle/White Constructors, Inc.,
1 35 The second version of the offset theory would not apply in this case, because, given the fact that the Advisors had already worked the full term required of them under the FPA, the breach could not create "direct and immediate savings" for the Advisors. See Macon-Bibb County Water,
36 AEFA correctly notes that no case or other legal authority expressly limits the offset theory only to cases where the defendant's breach has relieved the plaintiff of an obligation of performance. Indeed, MeCor-mick seems to suggest, at least, that the offset theory need not necessarily be limited to situations in which the plaintiff is saved the cost -of performance:
Where the defendant's wrong or breach of contract has not only caused damage, but has also conferred a benefit upon the plaintiff (such as saving of expense of performance or making available an opportunity to dispose of goods or services) which hewould not otherwise have reaped, the value of this benefit must be eredited to defendant in assessing the damages.
La. Sulphur Carriers 58 FRD. at 461 (quoting McCormick on Damages § 40 (1985)) (emphasis added). McCormick details several "examples" of typical applications of this rule, however, and in each of the examples, the breach has saved the plaintiff from the expense of performance, or enabled the plaintiff to utilize elsewhere the resources he would have devoted to fulfilling the contract with the defendant. See McCormick on Damages § 40. While McCormick does not indicate that these are the sole cireumstances in which the offset theory may apply, neither MeCormick nor any other authority we have examined has explicitly analyzed the propriety of applying the offset theory where the plaintiff has already fully performed its contractual obligations.
1837 The primary concern of MeCor-mick and the cases that have applied the offset theory is an equitable one: to avoid putting the plaintiff in a better position than he would have occupied but for the breach. See id. (stating that offset theory is "constantly applied in contract cases as a necessary corollary of the fundamental canon that the damages, as near as may be, should be such as will put the plaintiff in the position he would have been in if the contract had been fully performed"); La. Sulphur Carriers,
138 The Advisors argue that not a single case applying the offset theory has involved a situation where the plaintiff had already performed. Seq, eg., Buono Sales, Inc. v. Chrysler Motors Corp.,
139 We agree with the Advisors that the way various authorities have articulated this "subsequent contract" version of the offset theory implies that the theory is inapplicable where the plaintiff has already performed. Section 347 of the Restatement (Second) of Contracts covers the "Measure of Damages in General." It provides that the injured party in a breach of contract action
has a right to damages based upon his expectation interest as measured by
(a) the loss in the value to him of the other party's performance caused by its failure or deficiency, plus
(b) any other loss, including incidental or consequential loss, caused by the breach, less
(c) any сost or other loss that he has avoided by not having to perform.
Restatement (Second) of Contracts § 347 (1981) (emphasis added). Subsection (c) clearly indicates that the Restatement sanctions the offsetting benefits rule. We find it highly significant, therefore, that section 347 and its comments and illustrations offer no
$40 The various ways in which courts have articulated the offsetting benefits doctrine alsо support the Advisors' view, because courts always put the focus on whether the breach left the plaintiff free to pursue another opportunity. "In limited cireum-stances ... general damages may be reduced by the amount of gains received by performing another contract which could not have been entered into but for defendant's breach of the prior contract and plaintiff's being thereby left free to perform the second contract." John Call Eng'g, Inc. v. Manti City Corp.,
141 AEFA cannot argue that its breach created opportunity for the Advisors by freeing them to pursue another contract instead of the FPA. The essence of AEFA's argument, rather, is that its breach created the opportunity for AEFA to offer the Advisors the BFA. Therefore, because the advisors had already performed their obligations under the FPA, we affirm the trial court's decision granting the Advisors' motion in li-mine to exclude AEFA's evidence of offsetting benefits.
CONCLUSION
142 We hold that the trial court did not err in granting summary judgment to the Advisors on the issue of the Advisors' entitlement to welfare benefits contributions under the FPA, or on the issue of whether the BFA constitutes a substituted contract that extinguished the Advisors' entitlement to those contributions. The trial court correctly found that the Advisors had earned their welfare benefits contributions because the FPA contained no additional requirement that the Advisors continue working under the FPA in order to actually receive the contributions. Furthermore, the BFA was not a substituted contract because it did not include objective manifestations of the Advis-orsg' intent to give up their earned benefits contributions in exchange for the BFA. Finally, the trial court correctly excluded AEFA's evidence that the Advisors allegedly benefitted from AEFA's breach of the FPA, because the offsetting benefits doctrine is inapplicable where the plaintiffs have fully performed their contractual obligations.
11 43 Affirmed.
Notes
. The contractual vernacular for these production levels is "total weighted production," or TWP. To minimize the proliferation of acronyms unnecessary to our analysis, we simply use the more generic term "production levels."
. While most of this several hundred page contract uses language that is quite conventional, the section detailing compensation for various production levels has the evocative name "Star Quest."
. The Advisors, both in their brief and at oral argument, have accused AEFA of knowingly misrepresenting the facts on this point. While we agree that ABFA's argument rides the outer boundaries of reasonable interpretation, we give AEFA the benefit of the doubt.
. AEFA asserts that if permitted to present evidence on this issue at trial, it would show that ''the parties' agreement to a contract that did not include benefits contributions permitted a payout rate on commissions of 85% rather than 83%."
. The Advisors cite Jensen v. Intermountain Power,
Both Jensen and Butler are readily distinguishable from the instant case. The pertinent issue in Jensen centered on the trial court's decision to admit "certain statistical evidence" despite one party's objection under rule 403 of the Utah Rules of Evidence that the potential for prejudice or misleading the jury would substantially outweigh the evidence's probative value. Id. at TN 12-13. Butler is similarly distinguishable because there we had to decide whether the trial court erred in finding a proffered witness unqualified to testify as an expert under rule 702 of the Utah Rules of Evidence.
. At least one court, however, seems willing to apply the offset theory in a case where the plaintiff has performed. In King Grain Co. v. Caldwell Manufacturing Co., the plaintiff had purchased a grain aeration system from the defendant, and some time after the purchase was completed, the system broke down.