Background
Empire Sports & Entertainment, a ticket reseller and sports-hospitality provider, had purchased bundled Memorial Tournament tickets for years and resold them as single-day tickets. Empire alleged that, after Memorial mistakenly supplied it with additional tickets in 2016 and Empire agreed to return and rebundle them, Memorial’s director of sales and marketing orally agreed to let Empire buy bundled single-day tickets “at any time, in perpetuity.”
Memorial changed its sales process in 2023 and said it would no longer sell tickets to brokers for the 2024 tournament. Empire sued for breach of oral contract, breach of contract implied in fact, injunctive relief, and a declaratory judgment. The Franklin County Court of Common Pleas granted Memorial summary judgment, finding the alleged agreement unenforceable under Ohio’s statute of frauds.
The Court’s Holding
The Tenth District affirmed. It held that the alleged oral agreement fell within R.C. 1335.05 because, by Empire’s own description, Memorial’s obligation was to continue allowing purchases indefinitely and “in perpetuity.” Such an agreement could not be fully performed within one year and therefore required a signed writing to be enforceable.
The court rejected Empire’s argument that contingencies—including ticket availability, Memorial’s continued hosting of the tournament, and Empire’s choice to buy tickets—removed the agreement from the statute of frauds. Those contingencies did not transform an agreement of indefinite duration into one capable of full performance within a year. Because the contract claims failed, Empire’s related injunction and declaratory-judgment claims also failed.
Key Takeaways
- An oral agreement intended to impose continuing obligations in perpetuity is within Ohio’s one-year statute of frauds.
- Possible future contingencies do not make an indefinitely continuing agreement fully performable within one year.
- When the asserted contract is unenforceable, claims for declaratory and injunctive relief premised on that contract fail as well.
Why It Matters
The decision distinguishes a contract with an uncertain time for completing a discrete performance from one that imposes continuing duties for an unlimited period. Businesses relying on long-term oral supply, access, or purchasing arrangements should document those commitments in a signed writing.