Valentine v. Cedar Fair, L.P.
| Decision Date | 25 June 2021 |
| Docket Number | No. E-20-018,E-20-018 |
| Citation | 174 N.E.3d 900 |
| Parties | Laura VALENTINE, Appellant v. CEDAR FAIR, L.P., Appellee |
| Court | Ohio Court of Appeals |
Nicole T. Fiorelli, Painesville, Patrick P. Perotti, and Frank A. Bartela, Painesville, for appellants.
Brian D. Sullivan, Cleveland, and Taylor C. Knight, Toledo, for appellee.
DECISION AND JUDGMENT
{¶ 1} Plaintiff-appellant, Laura Valentine, appeals the September 11, 2020 judgment of the Erie County Court of Common Pleas, granting the motion of defendant-appellee, Cedar Fair, L.P., to dismiss her complaint for failure to state a claim upon which relief may be granted.
{¶ 2} For the reasons set forth below, we find that Valentine sufficiently pled her claims for relief, and the written agreement upon which she relies—the Gold Pass Terms and Conditions—contains ambiguous terms. The interpretation of the agreement requires review of evidence outside the four corners of the complaint and cannot be decided on a motion to dismiss under Civ.R. 12(B)(6). Accordingly, we find that the trial court erred in dismissing Valentine's complaint, and we reverse the trial court judgment.
{¶ 3} Laura Valentine purchased a 2020 Season Pass from Cedar Fair, L.P. for use at Cedar Point Amusement Park in Sandusky, Ohio. On April 28, 2020, she filed a class action complaint against Cedar Fair, on behalf of herself and all similarly-situated persons who purchased season passes to any of Cedar Fair's numerous amusement parks. She alleged that the 2020 season pass was intended to be used in 2020, that season was intended to run from at least May through October 2020, Cedar Fair informed season pass holders that its parks were closed due to the COVID-19 pandemic, and it is reasonably anticipated that 2020 season pass holders will not be able to use their season passes during 2020. Valentine further alleged that Cedar Fair retained the money paid for the season passes and was not providing a refund.
{¶ 4} Valentine asserted three claims for relief in her complaint: (1) breach of contract, (2) unjust enrichment, and (3) money had and received.
{¶ 5} In support of her breach of contract claim, Valentine alleged that Cedar Fair offered her a 2020 season pass for a stated price; she accepted the offer by paying the stated price; the parties intended that the 2020 season pass would be used and usable in the 2020 season; she performed all conditions precedent required under the contract or those conditions were waived; Cedar Fair announced that parks were closed due to COVID-19; it was anticipated that parks would not open at all in 2020; in failing to open its parks for all or part of the 2020 season, Cedar Fair has breached its contract with her; and as a result, she has suffered damages.1 Valentine sought damages either for the amount collected for the proportionate number of days of the intended 2020 season when the 2020 season pass could not be used, or return of the entire amount paid for the pass, plus interest.
{¶ 6} In support of her unjust enrichment claim—pled alternatively to her breach of contract claim—Valentine alleged that she conferred a benefit on Cedar Fair; Cedar Fair retained the benefit and has not returned the monies paid; the balance of equities favors Valentine because she paid for a full 2020 season pass for use in 2020 and Cedar Fair will not be open for a full 2020 season; and it would be unjust for Cedar Fair to retain the benefit. Valentine sought restitution or disgorgement in the prorated amount of her payments for all of the days the 2020 season pass cannot be used.
{¶ 7} And in support of her claim for money had and received, Valentine alleged that she paid for her 2020 season pass; the money was intended to be used for her benefit in 2020; she performed all that was required of her by paying for the 2020 season pass; and because of park closures, regardless of fault, Cedar Fair has been unjustly enriched because it has inequitably or wrongfully held money. Valentine sought disgorgement of the money wrongfully held, plus interest.
{¶ 8} Cedar Fair moved to dismiss Valentine's complaint under Civ.R. 12(B)(6) for failure to state a claim upon which relief may be granted. It argued that the 2020 season pass was a revocable license governed by its Gold Pass Terms and Conditions, which granted 2020 season pass holders access to open rides and attractions on regularly-scheduled operating days. It maintained that those terms and conditions specifically provide that all operating dates and hours are subject to change without notice and all rides and attractions are subject to closings and cancellations for weather or other conditions. Accordingly, Cedar Fair claimed, it did not violate the terms of the season pass when it temporarily altered its operating dates and hours in compliance with government-ordered closures. Despite its position that the terms and conditions govern its obligations, Cedar Fair nevertheless contended that because the pass did not grant Valentine an actual interest in Cedar Fair's property, she had no right to the continued existence of the license and Cedar Fair could revoke the season pass at any time without issuing a refund.
{¶ 9} On Valentine's remaining claims, Cedar Fair argued that those clams exist only in the absence of an enforceable agreement between the parties. Here, it insisted, the terms and conditions govern the rights and obligations of the parties, so Valentine's claims for unjust enrichment and for money had and received fail as a matter of law.
{¶ 10} Valentine opposed Cedar Fair's motion. To the extent that Cedar Fair was taking the position that it could revoke her season pass at will, Valentine emphasized that the Gold Pass Terms and Conditions specifically delineate the circumstances under which Cedar Fair could revoke the pass, and these circumstances were inapplicable here. So, Valentine contended, despite Cedar Fair's claims to the contrary, it could not simply revoke the license at will without offering a refund. To do so would breach the terms of the parties’ agreement.
{¶ 11} Valentine also argued that a supervening impossibility—such as the pandemic—may relieve Cedar Fair of its obligation to open the park, however, pass holders would be entitled to restitution in the form of a refund. And to the extent that Cedar Fair maintained that it could change the operating dates and hours without notice at Cedar Fair's unfettered discretion, Valentine argued that the agreement would become unenforceable because Cedar Fair's performance under the terms and conditions would be rendered entirely optional, and therefore illusory. In that case, Valentine maintained, she could proceed on her claim for unjust enrichment.
{¶ 12} Valentine acknowledged that a fair and reasonable reading of the terms and conditions leaves for the possibility that Cedar Fair may close the park occasionally for special events, due to capacity limits, or for other reasons. But she insisted that the 2020 season was intended to begin in May of 2020, and Cedar Fair could not simply close the park indefinitely without refunding a percentage of the cost of the season pass. Finally, Valentine contended that she properly pled both breach of contract and unjust enrichment claims alternatively without negating the validity of either claim.
{¶ 13} In its reply, Cedar Fair denied that it had revoked Valentine's license, and it pointed out that Valentine did not allege in her complaint that the pass had been revoked. Additionally, it explained that Cedar Point had reopened on July 9, 2020, and Cedar Fair announced that 2020 season passes would be honored in 2021. Cedar Fair noted that this information had been announced on its website, and because Valentine referenced Cedar Fair's website in her complaint, the court could consider the contents of the website in its entirety or take judicial notice of this information. Cedar Fair insisted that Valentine has, therefore, received the benefit of the bargain and her complaint fails to state a plausible claim for relief because she has had access to the park since July 9, 2020.
{¶ 14} Cedar Fair argued again that Valentine failed to identify any particular term or condition that it had breached. It emphasized that the terms and conditions promise only that Valentine could access the park during its operating hours for the 2020 season—it did not commit to a specific opening day, closing day, or length of season. It insisted that Valentine's claim that the park was supposed to be open from May to October 2020, is not found in the Gold Pass Terms and Conditions. To the contrary, no particular hours or days of operation are specified and Cedar Fair is permitted to change the operating dates and hours without notice. Cedar Fair denied that this discretion rendered the agreement illusory, pointing out that it had not argued that it could eliminate the 2020 season in its entirety. It maintained that the license did not allow Valentine unfettered access to the park, and the unanticipated change in operations due to COVID-19 did not render its obligations illusory.
{¶ 15} The trial court granted Cedar Fair's motion to dismiss. It found that the 2020 season pass was a revocable license permitting Valentine to enter onto Cedar Fair's property in accordance with the pass's terms and conditions—it did not entitle Valentine to any contractual rights. It observed that the terms and conditions of the season pass did not identify a specific opening date or operating dates, did not require it to be open any specific day or for a specific number of months, and expressly provided that the operating dates and hours were subject to change. The terms and conditions promised only that there would be a season and that Valentine would be able to gain access to the park subject to the terms and conditions of the license.
{¶ 16} The court...
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