Valentine v. Cedar Fair, L.P.
2021 Ohio 2144
| Ohio Ct. App. | 2021Background
- Laura Valentine purchased a 2020 Cedar Fair Gold Pass for Cedar Point and filed a putative class action after parks closed in spring 2020 due to COVID-19, seeking a refund or prorated restitution.
- She pleaded breach of contract (against the Gold Pass Terms and Conditions), unjust enrichment, and money had and received.
- Cedar Fair moved to dismiss under Civ.R. 12(B)(6), arguing the pass is a revocable license governed by terms that permit changing operating dates/hours and that no contractual breach was pleaded. Cedar Fair also noted the park reopened and passes were honored/extended.
- The trial court granted dismissal, finding the pass was a revocable license that conferred no contractual rights, that the terms allowed date/hour changes, and that Valentine had not alleged revocation or denial of a refund.
- The Sixth District reversed: it held the pass was both a revocable license and a contract governed by the Gold Pass Terms and Conditions; Valentine adequately pleaded breach; key terms (notably “season”) are ambiguous and require extrinsic evidence; and alternative equitable claims were properly pled. The case was remanded.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Gold Pass is merely a revocable license (no contract) | Valentine: purchase created a contract (offer, acceptance, consideration); terms govern obligations | Cedar Fair: pass is a revocable license that confers no contractual rights and can be revoked without refund | Court: pass is a revocable license but sale created a contractual relationship enforceable under the Terms and Conditions |
| Whether Valentine pleaded breach of contract | Valentine: alleged the season was intended to run May–Oct; failing to open in May breached the agreement; she seeks refund/proration | Cedar Fair: terms allow changing dates/hours without notice; no specific season length guaranteed; no breach pleaded | Court: Complaint sufficiently alleged existence, performance, breach, and damages; dismissal improper |
| Whether the Terms are unambiguous (esp. “season” / “regularly-scheduled operating day”) | Valentine: “season” has a commonly understood May–October meaning; ambiguity exists if undefined | Cedar Fair: terms plainly allow changes; no promise of specific opening/length; not illusory | Court: “season”/“regularly-scheduled operating day” are undefined and susceptible to reasonable interpretations; ambiguity requires factfinder and precludes dismissal |
| Whether unjust enrichment / money-had-and-received claims are barred by the contract | Valentine: pled alternative equitable claims if contract unenforceable or performance impossible | Cedar Fair: Terms govern relationship so equitable claims fail as a matter of law | Court: Alternative equitable claims properly pled; revocation not required to pursue them; pleading alternatives is permitted |
Key Cases Cited
- Marrone v. Washington Jockey Club of D.C., 227 U.S. 633 (U.S. 1913) (ticket is a revocable license; remedy for wrongful exclusion may be breach of contract)
- Fry v. FCA US LLC, 143 N.E.3d 1108 (6th Dist. 2017) (elements and formation of contract)
- Alexander Local School Dist. Bd. of Ed. v. Village of Albany, 101 N.E.3d 21 (Ohio 2017) (ambiguous contract language permits extrinsic evidence; factfinder resolves ambiguity)
- Ohio Bur. of Workers’ Comp. v. McKinley, 956 N.E.2d 814 (Ohio 2011) (standards for Civ.R. 12(B)(6) dismissal)
- Slife v. Kundtz Properties, Inc., 40 Ohio App.2d 179 (8th Dist. 1974) (if a written instrument on its face does not bar relief, ambiguity/interpretation issues are for the trier of fact)