Valentine v. Cedar Fair, L.P. , 2022 Ohio 3710 ( 2022 )

[Cite as Valentine v. Cedar Fair, L.P., Slip Opinion No. 2022-Ohio-3710, 2022-Ohio-3710.]
NOTICE
This slip opinion is subject to formal revision before it is published in an
advance sheet of the Ohio Official Reports. Readers are requested to
promptly notify the Reporter of Decisions, Supreme Court of Ohio, 65
South Front Street, Columbus, Ohio 43215, of any typographical or other
formal errors in the opinion, in order that corrections may be made before
the opinion is published.
Slip Opinion No. 2022-Ohio-3710VALENTINE, APPELLEE, v. CEDAR FAIR, L.P., APPELLANT.
[Until this opinion appears in the Ohio Official Reports advance sheets, it
may be cited as Valentine v. Cedar Fair, L.P., Slip Opinion No.
2022-Ohio-3710.]
Contract law—Property law—Breach of contract—Unjust enrichment—Revokable
license—Season-pass holder received a revokable license to enter onto
amusement-park property for park’s 2020 season under stated terms and
conditions in exchange for the consideration of the purchase price of the
season pass—Park’s owner was neither unjustly enriched nor in breach of
contract with 2020 season-pass holder when it closed the park for two
months in response to the government-mandated shutdown occasioned by
the COVID-19 pandemic, because the season pass’s terms and conditions
provided that the amusement park could change its dates of operation
without advance notice and close rides and attractions “for weather or
other conditions,” including the government-mandated shutdown—Season-
SUPREME COURT OF OHIO
pass holder received the benefit of her bargain—Court of appeals’
judgment reversed and trial court judgment reinstated.
(No. 2021-0981—Submitted May 25, 2022—Decided October 20, 2022.)
APPEAL from the Court of Appeals for Erie County,
No. E-20-018, 2021-Ohio-2144.
__________________
KENNEDY, J.
{¶ 1} In this discretionary appeal from a judgment of the Sixth District
Court of Appeals, we consider breach-of-contract and unjust-enrichment claims
brought by appellee, Laura Valentine, seeking to recover damages as a season-pass
holder for the delayed opening of an amusement park owned by appellant, Cedar
Fair, L.P. The delayed opening was caused by the government-mandated shutdown
imposed by the state of Ohio in response to the COVID-19 pandemic.
{¶ 2} Valentine asserts that Cedar Fair breached the terms and conditions
of the season pass that it issued for the 2020 season and that it was unjustly enriched
when it failed to open its amusement parks in May and June 2020. The Erie County
Court of Common Pleas dismissed her complaint for failure to state a claim upon
which relief can be granted, but the Sixth District reversed, holding that Valentine’s
action could proceed because the terms and conditions of the Gold Pass, the season
pass that Valentine had purchased, were ambiguous and therefore presented a
question for the trier of fact.
{¶ 3} A season pass grants the holder a revocable license to enter an event
or attraction according to its terms and conditions. Here, by selling Valentine a
season pass for admission to Cedar Point Amusement Park in Erie County, Ohio,
Cedar Fair agreed to admit Valentine to that park for her to access “all open rides
* * *, shows and attractions on any regularly-scheduled operating day of the
season.” However, it expressly reserved the right to change its operating dates
without notice and to close its rides and attractions “for weather and other
2
January Term, 2022
conditions.” In March 2020, the state government ordered a shutdown of
amusement parks in response to the COVID-19 pandemic. Cedar Fair opened
Cedar Point to season-pass holders in July 2020, after the government-mandated
shutdown was lifted. We conclude that Cedar Fair’s delay in opening its parks to
season-pass holders does not, by itself, establish a claim for breach of contract or
for unjust enrichment.
{¶ 4} For these reasons, we reverse the judgment of the Sixth District and
reinstate the judgment of the trial court.
Facts and Procedural Background
{¶ 5} According to the complaint filed in this case, Valentine purchased a
2020 season pass from Cedar Fair for use at Cedar Point. She alleged that the
parties intended for the season pass to be valid for admission from “at least May
2020 through October 2020.” After Valentine purchased the season pass, Cedar
Fair announced that its parks were closed due to the COVID-19 pandemic.
{¶ 6} Valentine brought this action on behalf of herself and similarly
situated persons who purchased a 2020 season pass to Cedar Fair’s parks, alleging
that Cedar Fair breached the contractual duties set forth in the passes’ terms and
conditions, which were available on the website where customers purchased their
season passes. In the alternative, she alleged that Cedar Fair had been unjustly
enriched by selling season passes that it did not honor, and she sought recovery for
money had and received by Cedar Fair.
{¶ 7} Cedar Fair moved to dismiss the complaint for failure to state a claim
upon which relief can be granted. It pointed out that the complaint incorporated by
reference the terms and conditions of the Gold Pass that Valentine had purchased
and that those terms stated that the season pass was a revokable license that allowed
the holder admission to Cedar Point and use of all open rides and attractions on
regularly scheduled operating days. Those terms also provided as follows: “All
operating dates and hours are subject to change without notice. All rides and
3
SUPREME COURT OF OHIO
attractions are subject to closings and cancellations for weather or other conditions.
* * * A Gold Pass is the property of Cedar Fair L.P. and is non-transferable, non-
refundable, non-exchangeable and not valid for cash.” Cedar Fair further
contended that Valentine’s equitable claims for unjust enrichment and for money
had and received failed because there was a valid and enforceable agreement
between the parties.
{¶ 8} In response, Valentine maintained that when a licensor revokes a
purchased ticket due to no fault of the licensee, a refund of the ticket price is
required. She noted that the season pass’s terms provided that the pass could be
revoked without a refund only for cause. Valentine asserted that she fully
performed under the contract and that when Ohio’s government-mandated
shutdown made Cedar Fair’s performance impossible, she was entitled to
restitution. She explained that if Cedar Fair was not contractually obligated to open
Cedar Point in May 2020, then no contract was formed, because there was no
mutuality of obligation. Either way, she argued, she and the class she represented
were entitled to a refund.
{¶ 9} The trial court found that the season pass was a revocable license that
granted Valentine a privilege to enter onto Cedar Fair’s property without granting
her any interest in that property. It explained that as a licensee, Valentine had no
right to the continued existence of the license, which could be revoked without
compensation. Rather, the court explained, she had purchased only the right to
enter onto Cedar Fair’s property pursuant to the season pass’s terms and conditions,
which had been incorporated in the complaint by reference. The trial court noted
that Valentine had not alleged that the season pass had been revoked or that she had
been denied a refund, and that the pass’s terms and conditions did not include a
specific date for opening day or set forth specific dates of operation. Because the
terms and conditions permitted Cedar Fair to modify the operating dates for Cedar
Point, the court decided that Cedar Fair did not violate the season pass’s terms and
4
January Term, 2022
conditions by changing the opening day as a result of the COVID-19 pandemic.
The court took judicial notice of the fact that Cedar Point opened for the 2020
season on July 9, 2020, and that Valentine had consequently received the benefit of
her bargain. The trial court therefore dismissed the complaint with prejudice.
{¶ 10} The Sixth District reversed. It agreed that the season pass was a
revocable license, but it concluded that Cedar Fair had entered into a contract with
Valentine when it sold her the pass. The court of appeals therefore found that the
parties were subject to the terms and conditions of the pass and that Cedar Fair
could not simply revoke the season pass at will and without compensating the
season-pass holder. 2021-Ohio-2144, 174 N.E.3d 300, ¶ 59-60. The court of
appeals stated: “[I]t is apparent here that ‘season’ holds special meaning in the
context of the operation of an amusement park located in Northern Ohio, where the
weather is not conducive to its year-round operation.” Id. at ¶ 48. It explained that
“the trial court was obligated to accept as true Valentine’s allegation that Cedar
Point’s ‘season’ runs from May to October,” id. at ¶ 49, because ambiguity in the
meaning of the word “season” had to be resolved by a trier of fact in order to
interpret the agreement, id. And the court of appeals held that “[d]espite the fact
that a contractual relationship existed that was governed by the Gold Pass Terms
and Conditions, Valentine properly pled the alternative claims of unjust enrichment
and money had and received.” Id. at ¶ 59.
{¶ 11} Cedar Fair appealed, and we accepted jurisdiction over three
propositions of law:
I. A revocable license grants its holder access to property
pursuant to the terms of the license. A revocable license does not
impose contractual obligations on the grantor of the license to open
its business in violation of government shut down orders or be liable
for damages for failing to do so.
5
SUPREME COURT OF OHIO
II. Terms in a written instrument are to be given their plain
and ordinary meaning. The term “Season” is not ambiguous and
should be afforded its plain meaning.
III. Where there is a written agreement between the parties,
a quasi-contractual claim based upon the same written agreement
cannot exist.
See 165 Ohio St.3d 1449, 2021-Ohio-3908, 175 N.E.3d 1286.
Standard of Review
{¶ 12} We review de novo a decision granting a motion to dismiss under
Civ.R. 12(B)(6). Alford v. Collins-McGregor Operating Co., 152 Ohio St.3d 303,
2018-Ohio-8, 95 N.E.3d 382, ¶ 10. In conducting this review, we accept as true the
factual allegations in the complaint. Id. “[T]hose allegations and any reasonable
inferences drawn from them must be construed in the nonmoving party’s favor.”
Ohio Bur. of Workers’ Comp. v. McKinley, 130 Ohio St.3d 156, 2011-Ohio-4432,
956 N.E.2d 814, ¶ 12. To grant a motion to dismiss, “it must appear beyond doubt
that the plaintiff can prove no set of facts in support of the claim that would entitle
the plaintiff to the relief sought.” Id.Law and Analysis
{¶ 13} “A common idiom describes property as a ‘bundle of sticks’—a
collection of individual rights which, in certain combinations, constitute property.”
United States v. Craft, 535 U.S. 274, 278, 122 S.Ct. 1414, 152 L.Ed.2d 437 (2002).
These rights include the right to use the property, to receive income produced by it,
to exclude others from it, to dispose of it, id. at 283-284, and to include others in
the use, possession, or enjoyment of it, Kelly, The Right to Include, 63 Emory L.J.
857, 885 (2013). In property law, when a landowner gives another person
permission to do something on his or her property without granting that person any
estate in the property, that permission is called a license. Mosher v. Cook United,
6
January Term, 2022
Inc., 62 Ohio St.2d 316, 317, 405 N.E.2d 720 (1980); 3 Tiffany, Real Property,
Section 829 (3d Ed.2021).
{¶ 14} An admission ticket to an event or attraction is a license, and that
license is generally revocable at the will of the landowner. See Marrone v.
Washington Jockey Club, 227 U.S. 633, 636, 33 S.Ct. 401, 57 L.Ed. 679 (1913);
Johnston v. Tampa Sports Auth., 530 F.3d 1320, 1326 (11th Cir.2008), fn. 7; People
v. Watts, 32 N.Y.3d 358, 361, 116 N.E.3d 60, 91 N.Y.S.3d 769 (2018); Ladd v.
Uecker, 323 Wis.2d 798, 2010 WI App 28, 780 N.W.2d 216, ¶ 16; Sweeney v.
United Artists Theater Circuit, Inc., 119 P.3d 538, 540 (Colo.App.2005); Yarde
Metals, Inc. v. New England Patriots Ltd. Partnership, 64 Mass.App.Ct. 656, 658,
834 N.E.2d 1233 (2005); Capital Theatre Co. v. Compton, 246 Ky. 130, 134, 54
S.W.2d 620 (1932); Finnesey v. Seattle Baseball Club, Inc., 122 Wash. 276, 281,
210 P. 679 (1922); Boswell v. Barnum & Bailey, 135 Tenn. 35, 38, 185 S.W. 692(1916); 3 Tiffany, Section 829; Bruce and Ely, The Law of Easements & Licenses
in Land, Section 11:6 (2022). A ticket to an event or attraction may be given
gratuitously or it may be given as consideration for a contract. See Marrone at 636;
Watts at 362; Scott v. Young, 421 F.2d 143, 145 (4th Cir.1970); 3 Tiffany, Section
833. Further, permission to enter onto the land may be limited by written and
unwritten terms and conditions. See Mosher at 318 (explaining that a store could
exclude a patron for writing down its prices); Scales v. Six Flags, Inc., 11th Dist.
Portage No. 2003-P-0043, 2004-Ohio-4385, ¶ 20 (noting that rights of a season-
pass holder were limited by pass’s terms and conditions); Donovan v. Grand
Victoria Casino & Resort, L.P., 934 N.E.2d 1111, 1116 (Ind.2010) (explaining that
a casino could exclude a blackjack player for counting cards).
{¶ 15} The season pass that Valentine purchased is no exception. She
obtained a revocable license to enter Cedar Point in consideration for the purchase
price of the season pass. Her admission to Cedar Point was made expressly subject
to the stated terms and conditions of the season pass, which provided: “A Cedar
7
SUPREME COURT OF OHIO
Fair L.P. Gold Pass * * * grants a revocable license to the registered holder for
admission and use of all open rides * * *, shows and attractions on any regularly-
scheduled operating day of the season.” According to the pass’s terms and
conditions, Valentine agreed to these and other conditions by purchasing a season
pass.
{¶ 16} The crux of Valentine’s claim is that this language created a
contractual right, allowing her and other season-pass holders to be admitted for the
2020 season, that that season runs from May through October each year, and that
Cedar Fair breached this term by failing to open Cedar Point in May and June 2020.
The court of appeals concluded that Valentine stated a claim for relief because the
meaning of the word “season” was ambiguous and that the trial court was required
to assume the truth of Valentine’s assertion that the season runs from May through
October.
{¶ 17} But even if we assume it is true that Cedar Fair’s season regularly
runs from May through October, that would not mean that Cedar Fair was
contractually bound to open its parks in May 2020. Again, the terms and conditions
provided: “All operating dates and hours are subject to change without notice. All
rides are subject to closings and cancellations for weather or other conditions.”
Cedar Fair therefore reserved the right to adjust its dates of operation for any reason,
and there is no question that Ohio’s government-mandated shutdown during the
COVID-19 pandemic was a condition that required Cedar Fair to close its parks for
approximately two months.
{¶ 18} The trial court took judicial notice of the fact that Cedar Point did
open for the 2020 season—an action that Valentine has not challenged. Therefore,
this is not a case involving the complete failure of consideration (i.e., Cedar Fair
did not fail to open at all for the season), but rather, at most, this case concerns the
sufficiency of the consideration exchanged for the purchase price of a 2020 season
pass. However, the established rule is that “courts may not inquire into the
8
January Term, 2022
adequacy of consideration, which is left to the parties as ‘the sole judges of the
benefits or advantages to be derived from their contracts.’ ” Williams v. Ormsby,
131 Ohio St.3d 427, 2012-Ohio-690, 966 N.E.2d 255, ¶ 17, quoting Newhall v.
Paige, 76 Mass. 366, 368 (1858). And although we recognize that Valentine was
entitled to plead alternative theories of relief, see Civ.R. 18(A), “ ‘[a] person is not
entitled to compensation on the ground of unjust enrichment if [that person]
received from the other that which it was agreed between them the other should
give in return,’ ” Ullmann v. May, 147 Ohio St. 468, 478, 72 N.E.2d 63 (1947),
quoting Restatement of the Law 1st, Restitution, Section 107, Comment a (1937).
Here, Valentine received the benefit of her bargain, even if the 2020 season was
shorter than she had expected it would be when she purchased the season pass.
Conclusion
{¶ 19} The government-mandated shutdown resulting from the COVID-19
pandemic disrupted the daily lives and businesses of Ohioans statewide. Among
those disruptions was the delayed opening of Cedar Point. Nonetheless, this case
requires us to apply the terms and conditions that Valentine agreed to when she
purchased a 2020 season pass from Cedar Fair. And according to those terms,
Cedar Fair could change its dates of operation without advance notice and close
rides and attractions “for weather or other conditions,” including the government-
mandated shutdown. Valentine’s breach-of-contract action therefore fails as a
matter of law, and she cannot sue for unjust enrichment when Cedar Fair abided by
the terms of its agreement with her.
{¶ 20} Consequently, we reverse the judgment of the Sixth District Court
of Appeals and reinstate the judgment of the trial court.
Judgment reversed
and trial-court judgment reinstated.
O’CONNOR, C.J., and FISCHER, DEWINE, DONNELLY, STEWART, and
BRUNNER, JJ., concur.
9
SUPREME COURT OF OHIO
_________________
Dworken & Bernstein Co., L.P.A., and Nicole T. Fiorelli, Patrick J. Perotti,
and Frank A. Bartela, for appellee.
Reminger Co., L.P.A., and Justin D. Harris, David R. Hudson, Taylor C.
Knight, and Brian D. Sullivan, for appellant.
_________________
10