JOHN C. ROHR, an individual, Plaintiff-Appellant,
ALLSTATE FINANCIAL SERVICES, a Delaware limited liability company, Defendant-Appellee.
D.C. No. 2:10-CV-00296-DS (D. Utah)
Before LUCERO, EBEL, and HOLMES, Circuit Judges.
ORDER AND JUDGMENT [*]
Carlos F. Lucero Circuit Judge
John Rohr appeals from the district court's grant of summary judgment in favor of Allstate Financial Services, LLC ("Allstate"). After resigning his position as an Exclusive Financial Specialist selling financial products for Allstate because he failed to meet minimum production requirements, Rohr asserts claims of promissory estoppel, fraudulent inducement, and negligent misrepresentation. His claims are all based on oral representations allegedly made by Allstate employee Mark Anderson that Rohr would earn $100, 000 annually in commissions. The district court concluded that Rohr could not have reasonably relied on Anderson's oral representations. We agree. Exercising jurisdiction under 28 U.S.C. § 1291, we affirm.
Allstate sells financial services products by affiliating with independent contractors called Exclusive Financial Specialists ("EFS"). Rohr began working as an EFS in Florida in 2006. His August 28, 2006 contract with Allstate stated that his "sole compensation" would be based on commissions, which due to the "inherent uncertainty of business conditions" could be increased or decreased by Allstate through written notice.
During his first year in Florida, Rohr earned over $90, 000 in commissions. Depending on the time period, he was assigned to work with three to five Allstate insurance agencies, which provided him with referrals to customers interested in purchasing financial products.
In 2007, Rohr contacted Allstate regarding the availability of EFS positions in Utah. Allstate directed him to Mark Anderson, who worked at Allstate in Utah and whose responsibilities included affiliating with EFSs there. Anderson earned a base salary plus a commission based on the sale of Allstate financial products sold by EFSs within his territory.
In the fall of 2007, Anderson informed Rohr that Allstate had an EFS position available in Utah County. According to Rohr, Anderson made various oral representations during these conversations guaranteeing him a successful career in Utah County. Specifically, Rohr states that when he informed Anderson that he needed to make $100, 000 to relocate, Anderson replied that he would "easily make $100, 000, " that he would have "no problem" doing so, and that he would be given "adequate agencies and associations" to reach this amount in commissions. Rohr also avers that Anderson promised "a dozen times or more" that he would do "everything possible to help ensure [Rohr's] success."
Before moving to Utah, Rohr visited on two occasions and met with Anderson as well as with several Allstate insurance agencies that he would potentially work with if he were to take the Utah County EFS position. He testified that as a result of these visits, he "knew prior to coming to Utah" that the agencies he might be assigned to had "fairly low numbers." Despite the fact that he met with an agent who had never sold any financial services and an agency that had "fairly small" business opportunities, and that all the agencies he met with were "small, " Rohr was nonetheless "hopeful" that he could "help stimulate their numbers and sales." He stated that even though one of the agencies included "a new Allstate agency owner" whose business was "not washed for financial services yet, " he believed that the agency's business opportunities presented "low-hanging fruit that had not been picked."
According to Rohr, he repeatedly requested that Anderson provide him more information on the financial performance of the agencies to which he would be assigned upon moving to Utah, but Anderson evaded these requests. However, Rohr admits that he did nothing further to verify Anderson's representations regarding his future income.
Prior to accepting the Utah EFS position, Rohr learned that the job was open because Larry Palmer, the previous EFS, had resigned. He assumed that Palmer's resignation was due to his failure to meet Allstate's production requirements.
In January 2008, Rohr accepted the EFS position and moved to Utah. On February 20, 2008, he signed an independent contractor agreement that was identical to the 2006 agreement that he had entered into upon commencing his employment with Allstate in Florida. Both agreements contained the following integration clause:
This Agreement is the sole and entire agency agreement between the Company [Allstate] and you, and it supersedes and replaces any prior employment, agency, or other agreement between the Company [Allstate] and you. This Agreement also supersedes any prior oral statements and representations by the Company [Allstate] to you and any ...