joined by CYNTHIA HOLCOMB HALL and T.G. NELSON, Circuit Judges, concurring in part and dissenting in part:
I respectfully dissent from all but Part IIA of the court’s opinion because Microsoft and the plaintiffs never formed a valid contract under Washington law for the benefits now claimed. I concur in the result of Part II-A of the court’s opinion but not in its analysis.
I
I do not disagree with the court’s statement of facts, but it has failed to mention some and may leave a mistaken impression of others. Thus, I suggest that the following additional facts from the record be taken into account.
The plaintiffs were temporary “freelancers” for Microsoft. Instead of calling them by this label-which was ubiquitously used within the Microsoft community and by the plaintiffs themselves-the court styles the plaintiffs as “workers.” It then engages in a long discussion of why they were in fact “common law employees” of Microsoft. Both labels may be true-the plaintiffs did work, and Microsoft has conceded that the plaintiffs satisfy the definition of common law employees for some purposes. Neither of these labels are relevant to the question before us, however, and both are potentially misleading. Both labels imply that the plaintiffs were just like any other regular Microsoft employees, and hence should be eligible for the same benefits as regular staff. The evidence in the record, however, points to the contrary. I will refer to the plaintiffs by the same term the plaintiffs themselves use “freelancers”.
Before going further, it is also important that the statement of facts identify precisely what period of activity is at issue in this ease. All plaintiffs were hired before 1989. In the fall of that year, the IRS determined, for employment tax purposes, that the freelancers were common law employees. After that, in late 1989 and during 1990, Microsoft directly hired some of the freelancers as “staff”1 (with Microsoft benefits) and arranged for the remainder to become employees of unrelated employment agencies (without Microsoft benefits) who had contracts with Microsoft.2 For the sake of clarity, I note that all we decide today is whether the freelancers should have been allowed to participate in the ESPP and the SPP during the period leading up to the 1989-90 conversion. All agree that those freelancers who were converted into employees of outside employment agencies have no valid claim for partie-*1019ipation in the ESPP and SPP after the date of their conversion.
When the freelancers were originally retained by contract with Microsoft, they were expressly told that they were not eligible for any Microsoft employee benefits, and that they would have to provide their own benefits. Indeed, the named plaintiffs admit that they did not think they were entitled to benefits, and did not think benefits were a part of their compensation package.
Moreover, the freelancers each signed contractual documents which expressly stated that they would not receive any benefits, and would have to pay their own taxes and benefits. Specifically, Microsoft required that each plaintiff sign an “Independent Contractor Agreement” (“ICA”). I think it is appropriate to set out the complete text of the relevant ICA provision:
CONTRACTOR is an independent contractor for MS [Microsoft]. Nothing in this Agreement shall be construed as creating an employer-employee relationship, or as a guarantee of a future offer of employment. CONTRACTOR further agrees to be responsible for all federal and state taxes, withholding, social security, insurance and other benefits.
Attached to the ICA was a one-page document entitled “independent contraetor/free-laneer information,” which the freelancers also signed. It stated:
[A]s an Independent Contractor to Microsoft, you are self-employed and are responsible to pay all your own insurance and benefits.
In the district court, Microsoft’s uneontest-ed extrinsic evidence established that the plaintiffs were told, and knew, that benefits were not a part of their compensation. Instead of providing benefits, Microsoft paid the freelancers at a higher hourly rate than Microsoft’s regular employees. The freelancers were also treated differently in a host of other ways. They had different color employee badges, different e-mail addresses, and were not invited to company parties and functions. Instead of receiving a regular paycheck from Microsoft’s Payroll department (like Microsoft’s regular employees), freelancers submitted invoices for their services to the Accounts Payable department.
With these additional relevant facts in mind, we may consider the merits.
II
As I see it, this is a simple contracts case. The Washington law of contracts governs the freelancers’ claim of entitlement to benefits under the Employee Stock Purchase Plan (“ESPP”). No law, state or federal, mandates that Microsoft provide such benefits even to its employees. Plaintiffs are eligible to participate in the ESPP only to the extent that they entered into a valid contract with Microsoft for such participation.
Offer, acceptance, and consideration are requisites to contract formation under Washington law. Thompson v. St. Regis Paper Co., 102 Wash.2d 219, 685 P.2d 1081, 1087 (1984). In order to be entitled to benefits under the ESPP, therefore, Microsoft must have offered the benefits to the freelancers, and the freelancers must have accepted that offer.
The court claims that Microsoft’s board of directors offered ESPP benefits to the freelancers when they promulgated the ESPP, reasoning that an offer of benefits in a pension plan extends to and may be accepted by employees who do not know its precise terms, as long as they generally know of its existence, citing Dorward v. ILWU-PMA Pension Plan, 75 Wash.2d 478, 452 P.2d 258, 261 (1969). The ESPP is not a pension plan, however, and, therefore, standard principles of contract law govern. Even so, as a matter of contract law, Dorward might have supported the result in this case if Microsoft’s board had merely promulgated the ESPP and the freelancers, knowing of its existence, satisfied the ESPP’s eligibility requirements. But in a line of general employment law cases apparently ignored by the court’s opinion, Washington courts have held that an employer revokes a generally promulgated offer when it enters into a specific agreement with an employee which is inconsistent with the offer. Thompson v. St. Regis Paper Co., 102 Wash.2d 219, 685 P.2d 1081, 1087 (1984); Hill v. J.C. Penney, Inc., 70 Wash.App. 225, *1020852 P.2d 1111, 1117 (1993); Grimes v. Allied Stores Corp., 53 Wash.App. 554, 768 P.2d 528, 529-30 (1989); see also Swanson v. Liquid Air Corp., 118 Wash.2d 512, 826 P.2d 664, 672 (1992) (“It is generally recognized that an employer can disclaim what might otherwise appear to be enforceable promises in handbooks or manuals or similar documents.”). As a matter of standard contract law, that principle is unassailable: an offer can be revoked by giving specific notice to the offeree at any time prior to acceptance or substantial performance. Collins v. Morgan Grain Co., 16 F.2d 253, 255 (9th Cir.1926), cited with approval in 1 Arthur L. Corbin & Joseph M. Perillo, Corbin on Contracts, § 2.18, at 217 n. 7 (rev. ed.1993). And, after all, the Washington Supreme Court has clearly proclaimed that the traditional requisites of contract formation apply with full force to modern, unilateral employment contracts. Thompson, 685 P.2d at 1087.
Exactly such a revocation occurred here. Microsoft’s board offered the ESPP to employees generally, and then Microsoft told the freelancers: ‘We aren’t offering the ESPP to you; ESPP benefits are not included in your contract.” Knowing that they wouldn’t get ESPP benefits, the freelancers nevertheless agreed to work for Microsoft. Their contract therefore does not include ESPP benefits because the offer of those benefits was revoked.
Likewise, there was no mutual assent (or “meeting of the minds”) as is required for the formation of a unilateral contract. See Multicare Medical Center v. State, 114 Wash.2d 572, 790 P.2d 124, 132-33 (1990). Microsoft did not think it was offering ESPP benefits to the freelancers, and the freelancers did not think they were accepting an offer of ESPP benefits. Had the parties known that a court would force them to include ESPP benefits in their contract, the bargain undoubtedly would have been different.
If this is not enough, the court’s alleged contract suffers from another defect: a lack of consideration. There was no detrimental reliance on the ESPP by the freelancers-they did not think they would get ESPP benefits, and they still chose to work for Microsoft on Microsoft’s terms. Indeed, it is hard to imagine what consideration the freelancers could have given for the ESPP benefits since they chose to work for Microsoft for several years without benefits. If anything, the freelancers received consideration (a higher hourly rate) for their agreement that they would not get ESPP benefits.
The court conjures up two reasons to disregard the express and unambiguous revocation of the offer of benefits to the workers, and to find a contract for benefits where none exists. First, the court says, the statements in the employment contracts were the result of a mistake since Microsoft’s officers incorrectly thought the freelancers were independent contractors. The statements were not meant to have independent legal significance, but were “simply a helpful disclosure” explaining the meaning of independent contractor status-a status, it later turns out, that the freelancers did not have. I am unpersuaded.
The court makes this simple contracts case unnecessarily complicated, obfuscating the obvious meaning of the agreements. When one sets the ESPP side-by-side with the agreement signed by the freelancers, one realizes that no brumes obscure the court’s view of a solution to its manufactured mistake; it vainly scans the horizon for a solution which is sitting right under its nose. Microsoft drafted the ESPP and the agreements using the same terminology (“employee”) to ensure there could be no mistaking that ESPP benefits were not part of the bargain. The signed agreements say: “Nothing in this Agreement shall be construed as creating an employer-employee relationship---- CONTRACTOR further agrees to be responsible for all ... benefits.” These provisions are not simply a “helpful disclosure.” Quite the contrary, the agreement says “CONTRACTOR farther agrees ----” How much clearer could it be that this is an independent, legally binding part of the bargain? By “burning off’ this inconvenient contract language, the court may as well have set fire to the contracts themselves.
To top it off, Washington courts have already rejected the court’s reasoning. In Daniel v. Pacific Northwest Bell Telephone *1021Co., 20 Wash.App. 444, 580 P.2d 652, 654 (1978), a worker signed a written agreement with the telephone company stating that he was an independent contractor, although under the common law definition, the worker was in fact an employee. The Washington court ruled that the common law definition was inapposite:
It is well settled that one is bound by the contract which he voluntarily and knowingly signs. It has been said that “the whole panoply of contract law rests on ... [that] principle ...” National Bank of Washington v. Equity Investors, 81 Wash.2d 886, 912-13 [506 P.2d 20] (1973). For 18 years, the contract under which Mr. Daniel performed his work declared that he was an independent contractor. He does not claim that he did not understand the meaning of that term, nor does he contend that the contracts were the result of overreaching or fraud by the telephone company. In these circumstances, the characterization of Mr. Daniel’s employment as that of an independent contractor is binding as between Mr. Daniel and the telephone company.
Id. This court’s discussion of common law employees and mutual mistakes should be seen for what it is — a smokescreen which both confuses and conceals. Regardless of whether Microsoft and the freelancers were mistaken about the freelancers’ employment status, their agreement stands on its own and ought to be enforced according to its terms.
The court’s second argument, albeit not fully developed, is that under Delaware’s corporations law, Microsoft’s officers did not have authority to modify or to revoke the offer of the ESPP made by Microsoft’s board of directors. There are two problems with this analysis.
First, as an entity without a physical existence, Microsoft can only act through its agents. Conklin Bros., Inc. v. United States, 986 F.2d 315, 318 (9th Cir.1993). Under Delaware’s corporations law, however, the board of directors directs the affairs of the business but is not an agent of the corporation. Arnold v. Society for Savings Bancorp, Inc., 678 A.2d 533, 539-40 (Del.1996); see also Restatement (Second) of Agency § 14C (1958) (“Neither the board of directors nor an individual director of a business is, as such, an agent of the corporation or of its members.”). The only way to enter into a contract with Microsoft, therefore, was through Microsoft’s officers and employees as agents of the corporation. It may be that the officers and employees did not have the actual authority to make a “no ESPP benefits” offer to the freelancers. They certainly had the apparent authority to strike such a bargain, however. In any event, under standard principles of agency law, if the principal ratifies unauthorized acts of its agent, the ratification relates back to the time of the acts and is equivalent to original authority. Hannigan v. Italo Petroleum Corp., 47 A.2d 169, 172 (Del.1945). By accepting the freelancers’ performance under the contract, and by choosing to defend against the freelancers’ claim from 1990 until now, Microsoft’s board of directors, and Microsoft itself, has impliedly ratified the “no ESPP benefits” offer. See id. Delaware law is therefore no obstacle to a contract for no ESPP benefits.
Second, even if the officers did not have the actual authority under Delaware corporations law to make a “no ESPP benefits” offer to the freelancers, the contract formed by the freelancers’ acceptance of the offer exists nonetheless. The “no benefits” provision is an important term of the overall contract and should not be treated apart from the bargain as a whole. The freelancers cannot, with perfect hindsight, pick and choose among the parts of the contract they want to enforce while discarding the provisions they don’t like, premised upon the notion that the officers lacked authority to form the contract. Furthermore, a contrary ruling undermines Delaware’s carefully crafted rule that only the corporation (or a shareholder suing derivatively) can seek a remedy for unauthorized acts of corporate officers. See Dieter v. Prime Computer, Inc., 681 A.2d 1068, 1072 (Del.Ch.1996).3
*1022III
The freelancers also claim that Microsoft should have allowed them to participate in its Savings Plus Plan (“SPP”), which is governed by ERISA. The SPP provides that “[e]ach employee who is 18 years of age or older and who has been employed for six months shall be eligible to participate in this Plan.” It then defines “employee” as “any common law employee who receives remuneration for personal services rendered to the employer and who is on the United States payroll of the employer.” The freelancers argue that they fit this definition of employee; Microsoft retorts that the freelancers were not “on the United States payroll of the employer.” Our first task, therefore, is ascertaining what that phrase means.
We cannot immediately set about this task, however, because the SPP grants discretion to the plan administrator to construe the plan. The Supreme Court has instructed us that when the plan vests discretion in the administrator, principles of trust law require that we leave the plan administrator’s interpretation undisturbed if reasonable. Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 111, 109 S.Ct. 948, 954-55, 103 L.Ed.2d 80 (1989). Indeed, ERISA encourages plan fiduciaries to exercise properly the discretion they have been granted; courts should not be second-guessing the discretionary decisions of fiduciaries without a very good reason. Thus, we are not to impose our view of a provision on the plan, but are confined to reviewing the administrator’s construction to determine whether it is reasonable.
In order for this rule protecting a plan administrator’s discretion to be meaningful, however, the administrator must be given an opportunity to interpret the meaning of plan provisions before the court rules. In this case, the plan administrator did not overtly construe the phrase “on the United States payroll of the employer,” at least so far as I can tell from the record. The district court believed that the administrator impliedly rested its decision on a particular interpretation of that phrase. Although there is a colorable argument in support of the district court’s belief, I believe that the judicially stated preference that the plan administrator interpret the plan, subject to a limited review by courts, requires us to remand to the plan administrator explicitly to construe the meaning of that phrase. I agree with the court’s conclusion on this point.4
I write separately to clarify that I do not concur in the court’s analysis of the meaning and implications of “on the United States payroll of the employer,” and, as dicta, the court’s statements do not bind the plan administrator in any way. In my view, that phrase is a term of art with significance within the Microsoft community. Further, I do not agree with the ill-advised suggestion that Microsoft might not have been able properly to classify employees for participation or non-participation in an ERISA plan based on whether the employees were regular hires paid through the Payroll department or “freelancers” paid through the Accounts Payable department. Microsoft *1023could choose to offer the SPP to whichever classes of employees it wishes. It is certainly free to decide not to offer positions satisfying the SPP’s criteria to these plaintiffs.
I respectfully concur in the result of Part II-A of the court’s opinion but otherwise dissent.
. "Staff" was the term Microsoft and the plaintiffs use for regular employees.
. As the court’s opinion notes, a few of the freelancers refused to accept jobs with outside employment agencies. As a result, their relationship with Microsoft ceased altogether.
. Similarly, that the board’s ratification might have adverse tax consequences for the ESPP does not allow us to ignore the overwhelming *1022evidence that the officers and the board did not offer ESPP participation to the freelancers.
. Judge Fletcher contends that a remand is inappropriate because (1) the Plan has waived any claim that the provision might bar benefits for the freelancers by not interpreting the Plan provision in the first instance, and (2) the Plan is estopped from arguing for a remand.
With respect, her first argument overlooks the fact that the Plan Administrator had no need to reach the question of the meaning of "on the United States payroll” since it had already determined that the freelancers were not entitled to benefits on several other grounds. I am not persuaded that by failing to interpret expressly a provision in the Plan the Administrator rendered the provision a nullity. Moreover, Judge Fletcher reads this concurrence and dissent too broadly; it does not hold that the Plan or Microsoft should prevail on the merits of an argument never raised before, but only that the Plan Administrator should be given an opportunity to construe a phrase it thought unnecessary to reach.
Judge Fletcher's second argument misapprehends, in my view, the nature of our review in this case. It is not a question of whether the Plan or Microsoft wishes us to decide the question or to remand it; a party cannot, by waiver or estoppel, change the applicable standard of review. Principles of trust law and ERISA limit our review of the Plan Administrator’s discretion. We must give the Administrator an opportunity to exercise that discretion by remanding the case. Our conclusion has nothing to do with whether Microsoft urges us to decide the merits.