Valentine v. Cedar Fair, L.P.
202 N.E.3d 704
Ohio2022Background:
- Plaintiff Laura Valentine purchased a 2020 Cedar Fair Gold Pass for Cedar Point and alleged it was intended to cover admission for the usual season (May–October).
- The Gold Pass expressly granted a revocable license to use “all open rides…on any regularly-scheduled operating day of the season” and incorporated terms: “All operating dates and hours are subject to change without notice” and rides may close “for weather or other conditions.”
- Ohio ordered a government-mandated shutdown in March 2020 in response to COVID-19; Cedar Point remained closed through June and reopened July 9, 2020.
- Valentine sued for breach of contract and, alternatively, unjust enrichment/money had and received, seeking refunds for the delayed opening.
- The trial court dismissed for failure to state a claim, concluding the pass was a revocable license and Cedar Fair complied with its terms; the Sixth District reversed, finding the term “season” ambiguous and permitting the claim to proceed.
- The Ohio Supreme Court reversed the Sixth District and reinstated the trial-court dismissal, holding the pass’s terms allowed the delay and precluded unjust enrichment relief.
Issues:
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did Cedar Fair breach the season-pass contract by delaying opening due to the COVID-19 shutdown? | Valentine: Pass guaranteed admission for the season (May–Oct); delay breached that contractual promise and warrants refund. | Cedar Fair: Pass is a revocable license governed by terms reserving right to change operating dates and close for “other conditions” (including government orders). | Held: No breach as a matter of law; terms permitted changing dates and closures for conditions like the shutdown. |
| Is the term “season” ambiguous such that a factfinder must resolve its meaning? | Valentine: “Season” reasonably means May–October in Northern Ohio and is an essential term. | Cedar Fair: Even accepting a May–Oct seasonal pattern, the express reservation to change dates controls; no ambiguity yields liability. | Held: “Season” not determinative; reservation clauses controlled and defeat the ambiguity argument for breach. |
| Can Valentine pursue unjust enrichment or money-had-and-received remedies when a written agreement governs the relationship? | Valentine: If no enforceable contractual obligation to open in May, alternative equitable relief is available. | Cedar Fair: A valid written agreement governs; unjust enrichment is unavailable where parties’ agreement provided the exchange. | Held: Denied; unjust enrichment unavailable because Valentine received the bargained-for benefit and a written contract governed. |
| Does a revocable license create contractual obligations to remain open or to compensate when revoked for no fault of licensee? | Valentine: Revocation absent cause entitles purchaser to refund; performance impossibility entitles restitution. | Cedar Fair: A revocable license can include written limits and reservations; revocability and express terms control; courts don’t assess adequacy of consideration. | Held: A revocable license subject to explicit terms does not impose a duty to open in violation of government orders or create a right to restitution here. |
Key Cases Cited
- United States v. Craft, 535 U.S. 274 (discusses property as a bundle of rights and rights to include others in use of property)
- Marrone v. Washington Jockey Club, 227 U.S. 633 (admission tickets constitute revocable licenses)
- Mosher v. Cook United, Inc., 62 Ohio St.2d 316, 405 N.E.2d 720 (permission to use land is a license, not an estate)
- Williams v. Ormsby, 131 Ohio St.3d 427, 966 N.E.2d 255 (courts do not inquire into adequacy of consideration)
- Ullmann v. May, 147 Ohio St. 468, 72 N.E.2d 63 (unjust enrichment is unavailable where parties received what they contracted for)