Key Points

  • Ohio's Tenth District Court of Appeals unanimously affirmed summary judgment for The Memorial Tournament against ticket broker Empire Sports & Entertainment Inc.
  • The court held that an alleged oral promise letting Empire buy bundled, single-day tickets at any time in perpetuity could not by its terms be performed within one year, so the statute of frauds in R.C. 1335.05 bars the contract claims.
  • The court distinguished agreements with an indefinite time to perform a single act, which fall outside the statute under Sherman v. Haines, from agreements of indefinite duration imposing a continuing obligation, which fall inside it.
  • Contingencies such as ticket availability, Memorial continuing to host the tournament and Empire choosing to buy did not take the agreement outside the statute.
  • Empire's injunction and declaratory-judgment claims fell with its contract claims because they rested on the same statute-of-frauds argument.

A ticket broker cannot enforce an alleged handshake promise that it could buy bundled tickets to the Memorial Tournament "at any time, in perpetuity," an Ohio appeals court ruled Oct. 27, holding that a deal meant to last forever had to be put in writing.

A three-judge panel of Ohio's Tenth District Court of Appeals unanimously affirmed summary judgment for The Memorial Tournament, which hosts the annual professional golf tournament of the same name at Muirfield Village Golf Club in Dublin, Ohio. Presiding Judge Boggs wrote the decision, and Judges Beatty Blunt and Leland concurred. The ruling defeats a bid by Empire Sports & Entertainment Inc., a ticket reseller, to force Memorial to keep selling to it after the tournament stopped selling to brokers for its 2024 event.

The case turned on Ohio's statute of frauds, which bars lawsuits on an agreement "that is not to be performed within one year from the making thereof" unless it is in writing and signed by the party being sued. The panel held that an oral promise with no end date falls inside that rule even if events might cut the relationship short, because the promise imposes a continuing obligation rather than a single task that could be finished within a year.

According to Empire's amended complaint, the company, which also sells sports hospitality packages, began buying large amounts of bundled tickets from Memorial around 2013. It split the bundles into individual days and resold those tickets to the public.

In 2016, Empire alleged, Memorial accidentally sent it "approximately $30,000-$60,000 worth of tickets to the tournament, in addition to those [Empire] had purchased." Memorial flagged the error two days later, after Empire had already unbundled the extra tickets. Empire said it agreed to return and rebundle them, and that Memorial's director of sales and marketing agreed to let Empire keep buying bundled, single-day tickets with no end date.

Empire continued to buy bundled tickets over the next several years. In 2023, Memorial told Empire that it was changing its ticket purchasing process for the 2024 tournament and would no longer sell to ticket brokers. Empire alleged that Memorial has kept refusing to sell to it and has denied that any oral contract exists.

Empire filed its amended complaint in the Franklin County Court of Common Pleas on April 3, 2024, asserting claims for breach of oral contract, breach of contract implied in fact, an injunction and a declaratory judgment. It sought more than $25,000 in compensatory damages, an order barring Memorial from refusing to sell to it, and a declaration that a valid agreement entitles it to buy tickets in perpetuity.

Memorial moved for summary judgment, arguing that Empire lacked standing, that no contract existed and that the statute of frauds barred the claims. On March 13, 2026, the trial court found that Empire had alleged enough of an injury to have standing. But it ruled that the statute of frauds barred the contract claims because the alleged deal could not be completed within a year, and it entered judgment for Memorial on the remaining claims as well.

On appeal, the panel set out the governing rule from Sherman v. Haines, a 1995 Supreme Court of Ohio decision stating that the one-year provision applies only to agreements that "by their terms, cannot be fully performed within a year." Sherman also stated that an agreement whose time for performance "is indefinite, or is dependent upon a contingency which may or may not happen within a year" falls outside the statute.

Empire pointed to two appellate decisions applying that principle. The Fifth District had held that an oral contract for services on a farm depended on cattle being on the farm and on the defendant still owning it, and the Eighth District had held that a mortgage-servicing agreement depended on loans being originated. Empire argued that its own deal hinged on similar contingencies, including the availability of bundled single-day tickets, Memorial continuing to host the tournament and Empire choosing to buy.

The panel rejected the comparison. "We are not persuaded, and we find Empire's focus on contingencies inapposite, when the terms of the agreement intended the agreement to not be completed in one year," Boggs wrote. Citing an affidavit from Empire's Alex Schaffer describing the promise, the court said that "full performance dictated that Memorial permit Empire to purchase tickets in a bundled, single-day format at any time, in perpetuity."

The panel drew on two of its own precedents. In Lingo v. Ohio Central Railroad, a 2006 case, it concluded that an oral agreement could not be performed within a year because performance required Conrail to continually inspect and repair railcars. In Sibbring v. Columbus Financial Planning Agency, a 1982 case, it distinguished an indefinite time to perform from an indefinite duration and held that a contract to pay commissions on a customer's orders "for an unlimited period of time" was "impossible of performance within a year."

Boggs applied the same distinction to Empire. "Here, Empire muddles indefinite terms and possible contingencies with an agreement of an indefinite duration, subject to the statute of frauds," the decision said.

Empire's second argument, that the trial court wrongly entered judgment on its injunction and declaratory-judgment claims, rested entirely on its statute-of-frauds challenge, so the panel rejected it as well. The panel decided the appeal on the statute of frauds alone and did not address Memorial's argument that no contract existed.

Empire was represented by Kenneth R. Goldberg of Strip, Hoppers, Leithart, McGrath & Terlecky Co., L.P.A. Lauren Kuley of Squire Patton Boggs LLP argued for Memorial.

The appeals court affirmed the Franklin County judgment in full, leaving Memorial's win on all four of Empire's claims in place. The appeal, No. 26AP-346, was heard on the court's accelerated calendar.