Boswell v. Panera Bread Co.

Mark Boswell (plaintiff) was employed by Panera, LLC (Panera) (defendant) as general manager of a Panera Bread restaurant. Panera’s general managers were at-will employees. At some point in the early 2000s, Panera created a plan to recruit and retain general managers by offering a bonus payment and other perks. As part of the plan, Panera asked Boswell and other then-current general managers to sign employment agreements under which the managers would remain at-will employees, but each manager would receive a one-time bonus payable five years after the manager signed the agreement if the manager was still employed by Panera. The bonus was based on the profitability of the manager’s restaurant over two years of the five-year period. The employment agreements provided that any modification to the agreements had to be in writing and signed by the party against whom the modification would be enforced. In 2010, Panera set a $100,000 cap on the bonus amount. Panera informed managers of the bonus-cap decision in 2011 and explained that the cap would become effective in January 2012. The managers did not agree to the bonus cap in writing but continued to work without complaint. Two years later, Boswell complained for the first time about the bonus cap. Boswell and two other managers (plaintiffs) then sued Panera for breach of contract, asserting that Panera had violated the employment agreement by capping the bonus. Panera asserted, among other things, that the parties had effectively replaced the employment agreements as signed with new contracts that incorporated the bonus cap because the managers’ words and actions following the bonus-cap announcement had indicated assent to the cap. The district court granted summary judgment in the managers’ favor, and Panera appealed.