# Walker

> District Court, N.D. Ohio · March 27, 2026

URL: https://www.frixlaw.com/law-library/cases/11314376

## Case

- **Full name:** Moneva Walker, et al. v. Cedar Fair, L.P., et al.
- **Court:** District Court, N.D. Ohio
- **Decided:** March 27, 2026
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/11314376

## How later opinions describe it (automated extraction)

- holding the defendant lacked standing to bring a motion to disqualify the plaintiff’s attorney absent a conflict of interest or any indication the defendant was harmed by the alleged attorney misconduct
- explaining “if possible, modification of the class definition, or use of subclasses, is generally preferred” when compared to decertification for failure to meet Rule 23(a) and (b)(3) certification requirements

## Opinion text

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF OHIO
WESTERN DIVISION

MONEVA WALKER, et al., CASE NO. 3:20 CV 2176

Plaintiffs,

v. JUDGE JAMES R. KNEPP II

CEDAR FAIR, L.P., et al.,
MEMORANDUM OPINION AND
Defendants. ORDER

INTRODUCTION
Pending before the Court is Plaintiffs’ Motion to Add Class Representatives, Amend the
Complaint, and Modify the Court’s Certification Order. (Doc. 140). Defendants opposed (Doc.
146), and Plaintiffs replied (Doc. 148). This Court retains subject matter jurisdiction pursuant to
28 U.S.C. § 1132(d)(2)(A). As set forth below, the Court grants in part and denies in part Plaintiffs’
Motion.
BACKGROUND
Plaintiffs’ Underlying Substantive Claims
Plaintiffs purchased season passes of varying tiers to Defendants’ amusement parks for the
2020 operating season. (Doc. 18, at 5). Contrary to the promise of “unlimited visits to the relevant
park” in exchange for purchasing a season pass, the outbreak of the COVID-19 virus caused
Defendants to shorten the 2020 operating season and, at some parks, cancel it entirely. Id. at 1–6.
When Defendants closed or limited access to their parks, they “did not provide refunds” to
Plaintiffs and similarly situated season pass purchasers. Id. at 17. While Defendants announced
that a 2020 season pass would be honored for the 2021 operating season, Plaintiffs maintain “this
is not what passholders paid for, and was contrary to the essential terms” of the season pass
agreement. Id. at 18.
Plaintiffs’ operative Complaint states claims for breach of contract, unjust enrichment,
money had and received, and claims arising under the consumer protection laws of various states.
See id. at 23–34. Defendants first moved for judgment as a matter of law regarding the applicability

of Ohio law to this dispute, including Ohio’s state consumer protection regime. See Doc. 19.
Plaintiffs eventually conceded this point, meaning the only live claims remaining were for breach
of contract, unjust enrichment, money had and received, and claims arising under the Ohio
Consumer Sales Practices Act (“OCSPA”). See Doc. 27, at 2. Further, Plaintiffs agreed “[t]o
streamline and expedite this case” by stipulating “that Ohio law applies to all claims currently
asserted.” Id. As a result of this concession, Plaintiffs’ claims whittled down further.
While the present case progressed, the Ohio Supreme Court issued a decision in Valentine
v. Cedar Fair, L.P., 202 N.E.3d 704 (Ohio 2022), which resolved under Ohio law similar
substantive claims relating to the closure of Defendants’ parks in 2020. There, the court determined

the plaintiff did not retain valid claims for unjust enrichment and breach of contract, as the season
pass purchased was a “revocable license” which guaranteed the purchaser admittance to the
relevant park subject to Cedar Fair’s “right to adjust its dates of operation for any reason.” Id. at
186. Because the license was revocable, the failure to open for portions of the 2020 season spoke
only to the sufficiency of the consideration offered in exchange for such license. Id. at 186–87.
Because courts generally “may not inquire into the adequacy of consideration, which is left to the
parties ‘as the sole judges of the benefits or advantages to be derived from their contracts,’” the
Ohio Supreme Court affirmed the dismissal of the plaintiff’s breach of contract and unjust
enrichment claims. Id. at 187 (quoting Williams v. Ormsby, 966 N.E.2d 255, 259 (Ohio 2012)).
After Valentine, Defendants filed a renewed motion to dismiss targeting Plaintiffs’ breach
of contract, unjust enrichment, money had and received, and OCSPA claims. See Doc. 42. The
Court1 dismissed all breach of contract claims retained by Plaintiffs and further dismissed the
unjust enrichment and money had and received claims with respect to all Plaintiffs except named
Plaintiff Noelani Mori. (Doc. 52, at 12). Importantly, the park to which Mori purchased a season

pass never opened, meaning she “plausibly allege[d] that she did not receive the benefit of her
bargain” for a revocable license when compared to the named plaintiff in Valentine, whose park
did open for a limited number of days during the 2020 season. Id. at 11–12. Thus, at the time
Plaintiffs moved for class certification, the only claims before the Court were (1) the statutory
OCSPA claims and (2) unjust enrichment and money had and received claims possessed solely by
named Plaintiff Mori.
Certification of OCSPA & Equitable Claims Classes
Subject to sua sponte modifications, the Court granted named Plaintiffs’ Motion for Class
Certification. (Docs. 76, 117). The Court first certified the OCSPA Class, which Judge Carr

assigned the following definition:
This class asserts an Ohio Consumer [Sales] Practices Act (“OCSPA”) claim. This
claim alleges that Cedar Fair’s ads failed to comply with Ohio law relative to notice
of exclusion and disclaimers.

As a result of limited access due to COVID-19 related shutdowns, a 2020 unlimited
season pass purchaser would have expected a refund of the difference between the
pass price of the 2020 expected season and the value of the 2020 season the
purchaser actually received.

(Doc. 117, at 2). Within this class, the Court sua sponte crafted and certified three subclasses based
on the type of season pass each named Plaintiff and putative class member purchased. Those

1. This case was originally assigned to now-inactive Senior District Judge James G. Carr. It was
reassigned to the undersigned in March 2025.
subclasses were: “(a) Regular Summer/Season Pass holders to any single” park among Cedar
Fair’s multiple theme parks, “(b) Gold Pass holders to any single” such park, and “(c) Platinum
Pass holders” who retained the right to access more than one of Cedar Fair’s parks. Id. at 2–3.
Next, the Court granted Plaintiffs’ Motion for Certification with respect to the putative
Equitable Claims Class.2 Judge Carr adopted the following definition for the Equitable Claims

Class:
This class asserts unjust enrichment and money had and received claims on behalf
of passholders to parks that never opened in 2020. These parks are California’s
Great America, Canada’s Wonderland, and Valleyfair. The claims allege that it was
unjust for Cedar Fair to take the money that passholders paid for 2020 passes but
provide no bargained-for consideration in return. Plaintiffs in this class, where
parks were completely closed, would be entitled to a full refund.

(Doc. 117, at 2–3). Again, Judge Carr sua sponte crafted and certified subclasses for the Equitable
Claims. Those included: “(a) Summer/Season Pass Holders to [parks that never opened],” and “(b)
Gold Pass Holders to [parks that never opened].” Id. Platinum passholders were excluded from the
Equitable Claims Class. Id.
After defining the scope of each class and subclass, the Court proceeded to outline certain
definitional exclusions which applied across both the OCSPA and Equitable Claims Class. In
effect, if an individual fell within the scope of an exclusion, they would no longer be a member of
the certified classes. The Court excluded:

2. This Court notes it is a misnomer to label Plaintiffs’ unjust enrichment and money had and
received claims as “equitable.” Quasi-contract or “unjust enrichment” claims are legal, not
equitable. See Samuel L. Bray, A Catalog of Legal and Equitable Remedies, at 3 n.19, available at
https://ssrn.com/abstract=5378666 (“In 1900 this body of [restitutionary] law was usually called
‘quasi-contract,’ and in 2000 it was usually called ‘unjust enrichment.’ Here there is no separation
between the substantive claim and the remedy, no moment of remedial choice: a plaintiff who
makes a successful claim for (legal) restitution receives as the remedy (legal) restitution.”).
Similarly, “[a]n action for money had and received, although governed by equitable principles, is
an action at law.” Williamson v. Stallone, 905 N.Y.S.2d 740, 753 (N.Y. 2010). For simplicity’s sake,
however, the Court declines to disturb the label assigned to the Equitable Claims Class.
(1) any 2020 unlimited season passholder who received a refund; (2) any passholder
who used his or her 2020 season pass at any time, and for any reason, during
Defendants’ 2021 operating season; (3) any Judge or Magistrate Judge presiding
over this action and the members of their family; (4) Defendants, Defendants’
subsidiaries, parents, successors, predecessors, and any entity in which the
Defendants or their parents have a controlling interest, and their current employees,
officers and directors; (5) persons who properly execute and file a timely request
for exclusion from the class; (6) persons whose claims in this matter have been
finally adjudicated on the merits or otherwise released; (7) Plaintiffs’ counsel and
Defendants’ counsel; (8) the legal representatives, successors, and assigns of any
such excluded persons.

Id. at 5. After outlining these definitional exclusions, the Court then conducted its Rule 23(a) and
(b)(3) analysis, finding the putative class representatives put forth by Plaintiffs to be adequate and
in possession of typical claims. Id. at 10–12. The Court further determine the putative classes
satisfied Rule 23(a)’s numerosity and commonality requirements, as well as Rule 23(b)(3)’s
predominance and superiority requirements. Id. at 10–15.
Consequences of Certification
While achieving their initial goal of class certification, the Court’s certification order
nevertheless created issues for Plaintiffs, which the Motion presently before the Court seeks to
redress. First, the Court’s definitional exclusions for “any passholder who received a refund” and
“any passholder who used his or her 2020 season pass at any time, and for any reason, during
Defendants’ 2021 operating season,” id. at 5, excluded from the OCSPA Class all named Plaintiffs
the Court certified as representatives of the OCSPA Class but for Mandi Stewart. Once Mandi
Stewart withdrew as a representative of the OCSPA Class and as a named Plaintiff (Doc. 139, at
1), the OCSPA Class was left entirely without class representatives. Accord Doc. 140, at 2 (“The
Court’s [definitional] modifications excluded all proposed class representatives, expect for Mandi
Stewart, who has since such time withdrawn.”).
Second, the Court’s definitional modifications similarly excluded named Plaintiff Mori,
who was the sole named Plaintiff offered and certified as a representative of the Equitable Claims
Class. See Doc. 76, at 8; Doc. 146, at 26. Compounding the difficulty, however, is the fact that the
Court previously dismissed all other equitable claims as to all named Plaintiffs other than Mori
after the Ohio Supreme Court’s decision in Valentine. In effect, then, not only was the Equitable

Claims Class left without a representative, but this lawsuit was also left without a named Plaintiff
who retains any equitable claims against the Defendants.
Defendants next sought approval from the Sixth Circuit to pursue an interlocutory appeal
of the Court’s certification order. See Doc. 136-2; Fed. R. Civ. P. 23(f). The Sixth Circuit denied
that request, determining the certification order and its consequences, including depriving the
certified classes of adequate representatives, did not raise “novel or unsettled questions of law.” In
re Cedar Fair, L.P., et al., No. 24-0305, Doc. 9, at 2 (6th Cir. June 27, 2025). The court relied on
Eleventh Circuit authority indicating it is permissible to “substitute new class representatives if
the named plaintiffs lose their standing to serve as representatives of certified classes and leave

one or more classes without a representative.” Id. (citing Birmingham Steel Corp. v. Tenn. Valley
Auth., 353 F.3d 1331, 1339 (11th Cir. 2003)). Whether such a move was proper in this particular
case, however, remained “entirely fact-bound at [that] stage” of the proceedings. Id. Plaintiffs’
Motion seeking the addition of new putative class representatives as parties followed. See Doc.
140, at 8–10.
DISCUSSION
Plaintiffs’ Motion proposes three alternative methods for reaching a single result.
Primarily, Plaintiffs rely on Birmingham Steel and Lynch v. Baxley, 651 F.2d 387 (5th Cir. 1981)
for the proposition that they “must be given an opportunity to add suitable class representatives”
after the Court’s certification order excluded the certified representatives in order “[t]o protect the
interests of unnamed class members.” (Doc. 140, at 8–10). To reach such a result, Plaintiffs suggest
this Court may:
1. Utilize its equitable authority to amend the class certification order to include new class
representatives without adding the class representatives as parties to the suit.

2. Allow Plaintiffs to amend their Complaint pursuant to Rule 15 to add new parties as
putative class representatives.
3. Directly add the new proposed class representatives as parties to the suit pursuant to
Federal Rule 21.
(Doc. 140, at 11–13). Finally, Plaintiffs argue the Court should modify the definition of the
Equitable Claims Class to include those individuals who purchased their season pass in-person. Id.
at 13–14. In opposition, Defendants launch numerous attacks on the Court’s original certification
order as well as Plaintiffs’ Motion. Primarily, Defendants mount a jurisdictional challenge by
claiming Plaintiffs lack standing to add parties and substitute them as class representatives. See

Doc. 146, at 16–24 (“A prerequisite to Plaintiffs’ Motion is standing and jurisdiction. For reasons
stated below, Plaintiffs can establish neither.”).
If the Court does retain jurisdiction to adjudicate this dispute, Defendants raise three
separate merits arguments. First, without bringing a motion for reconsideration, Defendants argue
the Court erred in certifying classes and subclasses that lacked adequate representatives with
claims typical of class members, as the certified representatives were definitionally excluded from
the class they purported to represent. See id. at 25–27. Second, Defendants contend applicable
statutes of limitations bar Plaintiffs from amending their Complaint or adding new parties. See id.
at 32–34. Finally, Defendants argue Plaintiffs’ request to modify the Equitable Claims Class’s
definition should be denied on statute of limitations, commonality, and predominance grounds.
See id. at 34–40.
In an attempt to simplify its analysis, the Court proceeds in the following steps. First, the
Court resolves Defendants’ jurisdictional challenges, finding it retains jurisdiction to adjudicate
Plaintiffs’ Motion both with respect to the OCSPA Class and the Equitable Claims Class. Next,

the Court evaluates the merits of Plaintiffs’ Motion, finding it proper to grant Plaintiffs’ Motion to
Amend its Complaint pursuant to Federal Civil Rule 15. To assuage any standing concerns with
respect to the Equitable Claims Class, the Court construes Plaintiffs’ Motion to add new parties as
class representatives as a motion to intervene on behalf of Equitable Claims Class members
unnamed in Plaintiffs’ Second Amended Complaint. As contemplated by Plaintiffs’ proposed
Third Amended Complaint, these intervening parties will join such Complaint as named Plaintiffs.
See Doc. 140-1, at 3–6, 21.
Standing
“Standing is ‘the threshold question in every federal case.’” Coyne v. Am. Tobacco Co.,

183 F.3d 488, 494 (6th Cir. 1999) (quoting Warth v. Seldin, 422 U.S. 490, 498 (1975)). In order
to assert jurisdiction over the merits of this dispute, the Court must fulfill its “independent
obligation to assure that standing exists, regardless of whether it is challenged by any of the
parties.” Summers v. Earth Island Inst., 555 U.S. 488, 499 (2009). To satisfy Article III’s standing
requirement, a plaintiff “must have suffered some actual or threatened injury due to the alleged
illegal conduct of the defendant; the injury must be ‘fairly traceable’ to the challenged action; and
there must be a substantial likelihood that the relief requested will redress or prevent the plaintiff's
injury.” Coyne, 183 F.3d at 494. Thus, only when this Court is convinced Plaintiffs have met their
burden to properly invoke Article III jurisdiction may it proceed to the merits of their Motion.
Defendants first challenge Plaintiffs’ standing on grounds related to former named Plaintiff
Mandi Stewart’s status as “next friend” of her daughter, Arianna Mickle. The Court previously
determined Stewart could serve in such a role, permitting her to bring claims on her daughter’s
behalf based on Stewart’s “capacity as a purchaser of her daughter’s pass.” (Doc. 117, at 15).
Defendants argue “Stewart never had standing to act as a class representative, and Mickle was

never a party in this case. This Court should reject arguments premised on either of their statuses
as class representatives.” (Doc. 146, at 22). Defendants assert this argument applies equally to both
the OCSPA and Equitable Claims Classes. See id. Finally, Defendants assert the Court’s decision
to allow Stewart to proceed as “next friend” of Mickle constituted “clear legal error” in light of
Mickle surpassing the age of majority and a lack of notice to Defendants regarding Stewart’s status
as “next friend.” See Doc. 146, at 18–20 (“Stewart was not a proper representative under Civil
Rule 17, and thus lacked standing to bring claims based on injuries to another adult.”).
Plaintiffs correctly note, however, that the Court need not revisit whether Stewart was a
proper next friend of Mickle or whether Stewart lacked standing to pursue her individual and class

claims at the outset of the case, when seeking certification, and now. See Doc. 148, at 15–16. At
the outset of this case and at certification, as explained further below, there existed other Plaintiffs
who retained standing as class members to pursue their individual and class claims on behalf of
both the OCSPA and Equitable Claims Class. Further, Mickle and Stewart have both withdrawn
from this case, meaning it is immaterial to the standing inquiry with respect Plaintiffs’ present
Motion whether they retained standing to sue ab initio. See id. Thus, the Court proceeds to analyze
its jurisdiction with respect to the certified OCSPA Class, the Equitable Claims Class, and the
parties presently before the Court.
OCSPA Class Standing
Plaintiffs retain standing to bring, and this Court has jurisdiction to adjudicate, the present
Motion as applied to the OCSPA Class. Importantly, standing in class actions is not restricted to
those individuals the class members choose to put forth as named Plaintiffs and class
representatives. Rather, all individuals who are “a member of the class” and will thus be “bound

by the judgment” obtained thereby pose “no question” as to whether they satisfy the “three
requirements” of Article III standing. Devlin v. Scardelletti, 536 U.S. 1, 7 (2002). Thus, so long as
an individual who retains an OCSPA claim and is a member of the OCSPA Class is presently
before the Court, that individual has standing to bring the present Motion to add parties and
substitute new class representatives.
Plaintiffs’ operative Complaint plead their OCSPA claim in the alternative:
Plaintiff Mandi Stewart alleges this claim individually and on behalf of the
proposed Ohio Parks Subclass. In the alternative, all named Plaintiffs allege this
claim individually and on behalf of the proposed Cedar Fair Season Passholder
Class. As used in this claim, “Plaintiffs” collectively refers to the named Plaintiffs,
the Ohio Parks Subclass, and the Cedar Fair Season Passholder Class. (Doc. 18, at
33).

(Doc. 18, at 33). As previously explained, Plaintiffs voluntarily relinquished all consumer
protection claims other than those arising under the OCSPA. See Doc. 27, at 2. Further, in their
motion for class certification, Plaintiffs offered multiple named Plaintiffs, not just Mandi Stewart,
as putative representatives for the OCSPA Class. See Doc. 76, at 22. These putative OCSPA Class
representatives included individuals such as Holly Poteat and Jonathan Brown who had previously
asserted consumer protection law claims under North Carolina law. See Doc. 18, at 19.
Taken in combination, these developments indicate Plaintiffs’ alternative pleading was
triggered upon waiver of the consumer protection claims under the laws of states other than Ohio.
As a result, each named Plaintiff in this action retains an OCSPA Class claim and is a member of
the OCSPA Class unless covered by one of the definitional exclusions included in the certification
order. See Doc. 117, at 2 (defining the OCSPA Class as comprised of those individuals “assert[ing]
an Ohio Consumer Practices Act (‘OCSPA’) claim”). This group of qualified individuals includes
named Plaintiffs Foshia, Walker, Poteat, and Shepperson, whom were never offered as putative
class representatives but remain as named Plaintiffs in this action, as the Court has received no

indication these named Plaintiffs were covered by the Court’s definitional exclusion for
passholders that used their 2020 season passes during the 2021 season or received a refund for
their 2020 passes. Again, even if these named Plaintiffs were not offered as class representatives,
they retain standing as members of the OCSPA Class with a valid OCSPA Class claim. See Devlin,
536 U.S. at 7; cf. Brunet v. City of Columbus, 1 F.3d 390, 399 (6th Cir. 1993) (“[T]he court
continues to have jurisdiction to hear the merits of the action if a controversy between any class
member and the defendant exists.” (emphasis added)).
Thus, the fact that the OCSPA Class presently has no class representatives, and perhaps
never had an adequate representative given Stewart’s disputed status as a “next friend,” is

irrelevant to the standing inquiry. What matters is that members of the OCSPA Class retaining
valid OCSPA claims filed the present Motion, the motion for class certification, and this suit itself.
That some other named Plaintiffs lost standing as a result of the Court’s definitional exclusions
does not impact that reality. See id. at 399–400 (explaining that, while “the proposed class
representative [must] have standing at the time of class certification,” their claim becoming moot
after certification does not require dismissal). Foshia, Walker, Shepperson, and Poteat, as well as
the OCSPA members Plaintiffs seek to join to this suit as substitute class representatives, have a
clear, legally cognizable interest in their OCSPA claim and their status as members of the OCSPA
Class. They thus have standing to move to substitute new class representatives for the OCSPA
Class and, as identified by Plaintiffs, the standing of Mandi Stewart to bring the present Motion is
irrelevant to whether the Court may permit substitution. See Doc. 148, at 15–17.
Equitable Claims Class Standing
As previously outlined, the Court’s certification order, due to its definitional exclusion of
named Plaintiff Mori, left the Equitable Claims Class without a representative and divested this

suit entirely of a named plaintiff retaining any equitable claim. In effect, then, to the extent this
Motion is brought on behalf of the existing named Plaintiffs in this action,3 it is brought by
individuals who are not members of the Equitable Claims Class, will not be bound by a judgment
on the Equitable Class claims, and generally have no stake in the resolution of such claims. See
Devlin, 536 U.S. at 7. This disconnect between the parties bringing the present Motion with respect
to the Equitable Claims Class and those that seek to gain from the Court granting it presents a
tricky standing issue.
Generally, an existing party to a case will lack standing to bring a motion asserting the
rights of a third party whom they do not formally act on behalf of. See, e.g., Mills v. Hausmann-

McNally, S.C., 992 F. Supp. 2d 885, 892–94 (S.D. Ind. 2014) (holding the defendant lacked
standing to bring a motion to disqualify the plaintiff’s attorney absent a conflict of interest or any
indication the defendant was harmed by the alleged attorney misconduct). Whether framed as a
matter of Article III or “prudential” standing, the injury requirement mandates a movant “must
‘assert his own legal rights and interests and cannot rest his claim to relief on the legal rights or
interests of third parties.’” Id. (quoting Warth, 422 U.S. at499); see also Lexmark Int’l, Inc. v.
Static Control Components, Inc., 572 U.S. 118, 127 n.3 (2014) (declining to resolve whether the

3. The present Motion was filed on behalf of named Plaintiffs, Brown, Foshia, Mori, Poteat,
Shepperson, Stewart, and Walker. However, including Stewart in this list is inaccurate following
her withdrawal as a named Plaintiff in this suit. See Doc. 139.
assertion of third-party interests is best understood as a matter of Article III standing, prudential
standing, or the existence of a cause of action).
Asserting the interests of third parties, however, is what the present movants seek to do, in
effect. Plaintiff Mori, despite retaining equitable claims, is not a member of the Equitable Claims
Class by operation of the definitional exclusions and, to the extent she and the other named

Plaintiffs move to substitute new representatives for such class, they so move only on behalf of
third parties with which they share no legally cognizable interest. While Plaintiffs are correct to
identify the Equitable Claims Class “acquire[d] a legal status separate from the interest asserted
by the named plaintiff” upon certification, that is not the operative question. Wilson v. Gordon,
822 F.3d 934, 942 (6th Cir. 2016) (quoting Sosna v. Iowa, 419 U.S. 393, 399 (1975)). Rather, the
question is whether Mori and the other named Plaintiffs, who remain definitionally excluded from
the Equitable Claims Class and do not share in its distinct legal interest, may move on behalf of
the Equitable Claims Class and its members to substitute representatives for the same.
Plaintiffs identify a case permitting substitution in nearly identical circumstances. In Sloan

v. General Motors, LLC, the plaintiffs brought numerous class claims sounding in consumer
protection and warranty law. 2020 WL 5517244, at *2–4 (N.D. Cal). The court granted
certification with respect to multiple classes segregated by the state law governing each claim. Id.
at *4. However, after certification of the California Class, the parties “discovered that the
individual who represented the California Class (Raul Siqueiros) was no longer an adequate
representative.” Id. at *1. Importantly, like in the present case, Siqueiros did not become
inadequate because of a change in the applicable facts on the ground. Rather, the certification order
itself defined him out of the class, as “the [c]ourt restricted the definition of Class Vehicles to only
those vehicles manufactured on or after February 10, 2011[,]” such that “the named California
Plaintiff, Raul Siqueiros (whose car was manufactured prior to that date), could no longer serve
as class representative.” Id. at *4. Siqueiros was the only named plaintiff in Sloan who was member
of the California Class. Upon operation of the court’s definitional exclusion, then, the California
Class was left without its representative, and the case was without a plaintiff who retained a
California Class claim. Id. Nevertheless, the Sloan court permitted the remaining plaintiffs to

substitute new plaintiffs to serve as representatives for the California Class, explaining “Mr.
Siqueiros did not lack standing ab initio. He lacked standing as a class representative only when
this Court certified a class using a narrowed definition of the class. . . . [T]here are readily available
and identifiable members of the class who can be substituted into this lawsuit.” Id. at *8.
Other cases similarly provide arguable support for permitting Plaintiffs to amend their
complaint in light of the inadequacy of existing representatives. First, in Lynch v. Baxley, plaintiffs
subject to involuntary civil commitment challenged the constitutionality of Alabama’s
commitment procedures. 651 F.2d 387, 387 (5th Cir. 1981). The district court certified a class of
civilly committed individuals in Alabama and granted relief. Id. at 387. Alabama later enacted new

law governing civil commitments, which the same plaintiffs again sought to challenge. However,
“the original plaintiffs no longer [had] standing” as they had either been released from confinement
or their status was unknown. Id. at 388. Nevertheless, the Fifth Circuit found the class qua class
retained live claims despite the fact that the intervening legislation narrowed the class. Id. The
Fifth Circuit held the district court thus committed error when it dismissed the case prior to
allowing the absent class members with live claims to become parties to the suit through
amendment of the complaint or intervention. Id. Next, as the Sixth Circuit itself recognized in this
case, the Eleventh Circuit’s approach in Birmingham Steel would permit “class members” to move
to “substitute new class representatives if the named plaintiffs lose their standing to serve as
representatives of the certified classes and leave one or more classes without a representative.” In
re Cedar Fair, L.P., No. 24-0305, at 2 (6th Cir. June 27, 2025).
None of these cases directly address the particular standing issue arising from the exclusion
of Mori and all other named Plaintiffs from the Equitable Claims Class. However, the Court finds
them persuasive insofar as they establish the general principle that where there are “readily

available and identifiable members of the class who can be substituted into this lawsuit,” Sloan,
2020 WL 5517244, at *8, and “[e]fficient judicial administration weighs in favor of allowing an
opportunity for a new and proper class representative to enter the case and litigate the [class]
interests,” Lynch, 651 F.2d at 387 n.1, permitting substitution of class representatives is proper.
Thus, despite the identified mismatch between those individuals that brought the present Motion
and those whose interests it promotes, the Court finds it proper to grant the relief sought. That is,
the Court will permit members of the Equitable Claims Class, including Jessica Hunt, Tracy Miller,
Chante Hammond, and Richard Davis to join this suit as Plaintiffs. See Doc. 140-1, at 3–4, 19.
To rectify the mismatch between the moving parties and the beneficiaries of their motion,

the Court construes Plaintiffs’ Motion as one seeking intervention on behalf of the previously
unnamed members of the Equitable Claims Class. An intervention-based approach is common in
circumstances where a named plaintiff ceases to be an adequate representative of unnamed class
members’ interests. See, e.g., Eckert v. Equitable Life Assurance Soc’y, 227 F.R.D. 60, 64
(E.D.N.Y. 2005) (explaining “Rule 24(a) allows intervention as of right ‘whenever it appears that
the named representative canno[t] adequately represent the interests of the class.’”) (quoting
Diduck v. Kaszycki & Sons Contractors, Inc., 147 F.R.D. 60, 62 (S.D.N.Y. 1993)). Such an
approach directly follows from the Supreme Court’s holding in Devlin that unnamed class
members have standing to challenge the decisions of the district court with respect to their class.
Devlin, 536 U.S. at 6–7. Thus, where, as here, no named party is able to adequately represent the
interests of the Equitable Claims Class (particularly because no named Plaintiff is a member of
that class), absent, previously unnamed members of the class may intervene. Grainger v. Ottawa
Cnty., 90 F.4th 507, 514 (6th Cir. 2024) (“To be sure, courts allow intervention by absent members
of pre-certification or certified class actions when the intervenors have shown that the named

plaintiff does not adequately represent their interests.”); Standard Fire Ins. Co. v. Knowles, 568
U.S. 588, 594 (2013) (“[M]embers of a class have a right to intervene if their interests are not
adequately represented by existing parties.”) (quoting 5 A. Conte, Newberg on Class Actions §
16:7:30 (4th ed. 2002)).
Construing Plaintiffs’ Motion as seeking intervention effectively matches the legal interest
of the Equitable Claims Class members (efficient resolution of their claims as a class) with the
parties it is construed as brought on behalf of (the presently unnamed Equitable Claims Class
members). And so construing Plaintiffs’ Motion does not markedly depart from established district
court practice. See, e.g., Graham v. Thornburgh, 207 F. Supp. 2d 1280, 1282–84 (D. Kan. 2002)

(three-judge panel) (per curiam) (construing the Attorney General’s “motion to amend the
complaint as a motion to intervene by” individual voter-plaintiffs where the Attorney General
arguably lacked standing to assert “the rights of particular citizens”); Jones v. Dettelbach, 2024
WL 4648057, at *2 (E.D. Mich) (“This motion was labeled as a motion to amend the complaint,
but it is more properly construed as a motion to intervene under Fed. R. Civ. P. 24, because [a non-
party] is asking to be added to the case.”).
Thus, the Court will permit previously unnamed members of the Equitable Claims Class
to join this action as named Plaintiffs by intervention, the procedural particulars of which are
discussed infra.
Procedural Devices
Having determined Plaintiffs retain standing to bring the present Motion and are entitled
as a general matter to the relief they seek, the Court turns to the analysis of whether the Federal
Rules invoked permit granting Plaintiffs’ Motion. The Court finds they do.
First, Plaintiffs invoke Federal Civil Rule 15’s “liberal” standard for permitting amendment

of the complaint whenever justice may so require. (Doc. 140, at 11–12); Fed. R. Civ. P. 15(a)(2).
Defendants do not directly contest Plaintiffs’ entitlement to amend their Complaint pursuant to the
Rule 15 standard, choosing instead to center their arguments on whether Plaintiffs retain standing
and whether Plaintiffs’ claims “relate back” for statute of limitations purposes. See, e.g., Doc. 146,
at 27–33. In any event, however, the Court finds Plaintiffs meet Rule 15’s standard for permitting
amendment.
“The Court may deny leave to amend ‘when it would result in undue delay, prejudice to
the opposing party, or repeated failure to cure deficiencies in the complaint.’” Kline v. Mortg. Elec.
Registration Sys., Inc., 704 F. App’x 451, 468 (6th Cir. 2017) (quoting Phelps v. McClellan, 30

F.3d 658, 662 (6th Cir. 1994)). Generally, the non-moving party must demonstrate, and this Court
“must find[,] ‘at least some significant showing of prejudice to the opponent.’” Ziegler v.
Aukerman, 512 F.3d 777, 786 (6th Cir. 2008) (quoting Moore v. City of Paducah, 790 F.2d 557,
562 (6th Cir. 1986)). Though, the longer the movant delays in seeking leave to amend, “the less
will be required of the nonmoving party in terms of showing prejudice.” Phelps, 30 F.3d at 662
(quoting Evans v. Syracuse City Sch. Dist., 704 F.2d 44, 47 (2d Cir. 1983)). Here, Plaintiffs did
not delay in bringing this Motion, as they raised the need to substitute new class representatives at
a phone conference less than a month after the Court issued its certification order and complied
with the briefing schedule set during such conference. This fact, combined with Defendants’
failure to offer substantive argument on prejudice, necessitates granting Plaintiffs’ Motion to
Amend pursuant to Federal Civil Rule 15.
Next, the Court finds the members of the Equitable Claims Class who seek to join this suit
as class representatives are entitled to permissive intervention under Federal Civil Rule 24. See
Fed. R. Civ. P. 24(b)(1) (“On timely motion, the court may permit anyone to intervene who (B)

has a claim or defense that shares with the main action a common question of law or fact.”). It is
undisputed the members of the Equitable Claims Class who seek to join this suit meet the “common
question” requirement of Federal Civi Rule 24(b)(1)(B), as their unjust enrichment and money had
and received claims are functionally identical to those previously asserted by Plaintiff Mori.
Compare, e.g., Doc. 140-1, at 20 (describing claims retained by the Equitable Claims Class), with
Doc. 18, at 24–25 (same). Further, intervention is timely in this instance because the parties
seeking intervention, as discussed above, did not delay in bringing this motion as the unique
circumstances necessitating intervention did not arise until after the Court issued its certification
order. See generally Bay Mills Indian Cmty. v. Snyder, 720 F. App’x 754, 758–59 (6th Cir. 2018)

(outlining and applying the factors relevant to Federal Civil Rule 24’s timeliness analysis).
Thus, the Court finds it proper under Federal Civil Rules to permit existing Plaintiffs to
amend their Complaint and for the previously unnamed members of the Equitable Claims Class to
intervene and join that Complaint.
Remaining Arguments
Defendants’ remaining arguments in opposition do not demand a different result.
Statutes of Limitations
First, Defendants argue Plaintiffs’ proposed Third Amended Complaint adding new parties
as class representatives and removing dismissed claims would not “relate back” to the underlying
complaint pursuant to Federal Civil Rule 15(c). (Doc. 146, at 27–29, 32–34). On Defendants’
account, Plaintiffs’ OCSPA claims, which carry a two-year statute of limitations, accrued no later
than the summer of 2020 when the season for which Plaintiffs purchased the passes did not occur
in part or in its entirety. Id. at 32–33. Similarly, Defendants maintain a four-year statute of
limitations applies to Plaintiffs’ unjust enrichment and money had and received claims, which

accrued at the same time as the OCSPA claims. Id. at 33–34. Thus, because Plaintiffs did not file
the proposed amendment until May 2025, Defendants argue amendment to add additional claims
or new parties with OCSPA or equitable claims would be barred unless such amendment “relates
back” to the original Complaint pursuant to Rule 15(c). Id.; see Zakora v. Chrisman, 44 F.4th 452,
480–81 (6th Cir. 2022) (examining “whether the proposed amendment ‘relates back’ under Rule
15, which is necessary because the applicable statute of limitations for these claims has expired”).
Whether a proposed amendment “relates back” to the original Complaint, however, is
irrelevant if the statute of limitations has not expired. That is the case here, as the applicable
statutes of limitations to Plaintiffs’ claims (as well as those retained by the intervening parties)

have been tolled while this case proceeded. “[T]he timely filing of a class action tolls the applicable
statutes of limitations for all persons within the scope of the class alleged in the complaint.” In re
Allstate Corp. Sec. Litig., 966 F.3d 595, 615 (7th Cir. 2020) (citing American Pipe & Const. Co.
v. Utah, 414 U.S. 538, 552–53 (1974)). This doctrine, referred to as American Pipe tolling, tolls
the application of the statute of limitations for all members of a class, putative or certified, until
the action ceases to be prosecuted on behalf of a class. See, e.g., Sawyer v. Atlas Heating & Sheet
Metal Works, Inc., 642 F.3d 560, 563 (6th Cir. 2011) (“The rationale of American Pipe does not
permit a distinction among situations in which the putative class representative gives up before, or
after, the judge decides whether the case may proceed on behalf of a class. Tolling lasts from the
day a class claim is asserted until the day the suit is conclusively not a class action—which may
be because the judge rules adversely to the plaintiff, or because the plaintiff reads the handwriting
on the wall and decides not to throw good money after bad.”).
Thus, because existing Plaintiffs and the intervening parties continue to proceed as a
certified class with respect to their OCSPA and equitable claims, the statute of limitations remains

tolled, amendment to add new parties with such claims is not time barred, and the proposed
amendment need not “relate back” under Federal Civil Rule 15.
Clear Legal Error
Defendants further argue the Court’s decision to certify classes and subclasses with
representatives covered by the Court’s definitional exclusions, as well as certifying certain
subclasses that lacked a representative entirely, necessitates decertification. See Doc. 146, at 25–
27. Where a party argues for decertification based on a mistaken application of the Federal Civil
Rules governing class certification, as opposed to a change in the factual circumstances
surrounding the case, such argument is evaluated as a request for reconsideration of the original

certification decision.4 See Owner-Operator Ind. Drivers Ass’n v. Arctic Exp., Inc., 288 F. Supp.
2d 895, 899–900 (S.D. Ohio 2003) (treating a motion for decertification as seeking reconsideration
where the defendant argued the district court “misinterpreted” applicable law such that “class
certification was never proper”); cf. Gen. Tel. Co. v. Falcon, 457 U.S. 147, 160 (1982) (“Even after
a certification order is entered, the judge remains free to modify it in light of subsequent
developments in the litigation.”) (emphasis added).

4. Defendants did not bring an independent motion for decertification, choosing instead to present
these arguments in opposition to Plaintiffs’ Motion. See Doc. 146, at 25–27. Further, Defendants
first presented this argument nearly a full calendar year after the Court issued its Order granting
Plaintiffs’ Motion for Certification.
Such a request for reconsideration may only be granted if the movant demonstrates: “(1)
there has been an intervening change in controlling law; (2) new evidence has become available;
or (3) there is need to prevent manifest injustice or correct a clear error of law.” 3 W. Rubenstein,
Newberg on Class Actions § 7:35 (6th ed. 2022) (quoting Panetta v. Sap Am., Inc., 2006 WL
2711747, at *2 (E.D. Pa.), aff’d, 294 F. App’x 715 (3rd Cir. 2008)); see also GenCorp, Inc. v. Am.

Int’l Underwriters, 178 F.3d 804, 834 (6th Cir. 1999). These three avenues serve as limited
exceptions to the “law of the case” doctrine, which operates with particular strength in the class
action context. Cf. Torrent v. Yakult U.S.A., Inc., 2016 WL 6039188, at *1 (S.D. Cal.) (“When
confronting renewed motions for class certification previously denied, ‘courts uniformly apply the
stringent law of the case standard to motions to reconsider initial class certification decisions.’”)
(quoting Anderson Living Tr. v. WPX Energy Prod., LLC, 308 F.R.D. 410, 438 (D.N.M. 2015)).
Here, Defendants cannot establish clear legal error. As discussed in Sloan, Lynch,
Birmingham Steel, and even the Sixth Circuit’s denial of Defendants’ 26(f) appeal in this very case,
certifying a class with a representative who is later determined to be outside the class definition,

to possess a mooted claim, or to lack standing does not constitute clear legal error. Further, the
Court’s decision to sua sponte craft subclasses for the OCSPA Class and Equitable Claims Class
without conducting an analysis of whether those subclasses retained adequate representation under
Rule 23(a) is not clear legal error. The Court’s certification order cited Rule 23(c) for the
proposition that it retained “broad discretion to divide a class into sub-classes.” (Doc. 117, at 2).
However, under Rule 23(c), subclasses are “each treated as a class,” meaning they must satisfy the
Rule 23(a) prerequisites, including that they be adequately represented by a named class
representative. See Fed. R. Civ. P. 23(c)(5). Thus, if the Court’s certification order did, in fact,
create subclasses pursuant to Rule 23(c), Defendants’ clear legal error argument might have legs.
However, the Court’s certification decision, despite ostensibly falling within the scope of
Rule 23(c), is best understood as engaging in “management” subclassing pursuant to Rule 23(d).
Subclassing under Rule 23(c) commonly occurs where some members of a broader class retain
conflicting interests. “If two parts of a single class have significantly conflicting interests and
cannot be adequately represented by a single representative or counsel, the class may be split into

multiple subclasses each with its own class representative and counsel, and the litigation may
proceed accordingly.” 3 W. Rubenstein, Newberg on Class Actions § 7:31 (6th ed. 2022)
(emphasis added) (citing Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 626 (1997)). Subclassing
under Rule 23(d), however, is done not to avoid conflict but “solely to expedite resolution of the
case by segregating [a distinct legal] issue [that is] common to some members of the existing
[class].” 3 W. Rubenstein, Newberg on Class Actions § 7:32 (6th ed. 2022) (alterations in original)
(quoting Casale v. Kelly, 247 F.R.D. 396, 408 (S.D.N.Y. 2009)); see also Fed. R. Civ. P. 23(d)
(providing a district court overseeing a class suit “may issue orders that determine the course of
proceedings or prescribe measures to prevent undue repetition or complication in presenting

evidence or argument . . . [or] deal with similar procedural matters”). Where the Court creates such
a “management” subclass pursuant to Rule 24(d), the subclass need not be treated “as a class” and
therefore need not satisfy the typical certification requirements of Rule 23(a). Am. Timber &
Trading Co. v. First Nat’l Bank, 690 F.2d 781, 787 n.5 (9th Cir. 1982) (“Because the
subclassification was appropriate under Rule 23(d), it is unnecessary to evaluate it under Rule
23(c)(4) for commonality, numerosity, typicality, and adequacy of representation.”).
Here, the Court’s certification order did not identify any conflict of interest between
members of the various subclasses within either the OCSPA or Equitable Claims Classes. Rather,
the subclassing is purely managerial, as it is focused exclusively on the different damages
calculations that may apply across class members depending on which tier of season pass they
purchased. See Doc. 117, at 5–6 (describing the proper damages formula for “single-park”
passholders compared to the damages “model for Platinum passholders”). Thus, the various
subclasses delineated in the Court’s certification order are best understood as “management”
subclasses, negating application of Rule 23(a)’s representation prerequisites. Certifying such

subclasses without representatives does not constitute clear legal error.
Equitable Claims Class Definition
Finally, Plaintiffs move the Court to “modify the Equitable Claims Class definition to
include passholders who purchased their passes in-person at the relevant parks.” (Doc. 140, at 13).
While this Court may exercise its discretion to modify class definitions “as appropriate in response
to developments in the litigation,” Eaton v. Ascent Resources-Utica, LLC, 2024 WL 1458457, at
*5 (S.D. Ohio) (emphasis added), there are no such qualifying changes in this litigation. No facts
discovered or circumstances changed can justify this expansion of the Equitable Claims Class, nor
do Plaintiffs attempt to identify any. Nor is this a circumstance in which, absent modification, the

class is likely to fail a Rule 23(a) or (b)(3) prerequisite, in which case a more relaxed, discretionary
standard might apply to Plaintiffs’ request. See, e.g., In re Whirpool Corp. Front-Loading Washer
Prods. Liab. Litig., 302 F.R.D. 448, 459 (N.D. Ohio 2014) (explaining “if possible, modification
of the class definition, or use of subclasses, is generally preferred” when compared to
decertification for failure to meet Rule 23(a) and (b)(3) certification requirements); Swetlic
Chiropractic & Rehab. Ctr., Inc. v. Foot Levelers, Inc., 235 F. Supp. 3d 882, 891 (S.D. Ohio 2017)
(granting leave to amend the complaint to include a narrower class definition where the prior
definition would pose a bar to certification).
Rather, much like Defendants’ request to decertify the OCSPA and Equitable Claims
Classes, Plaintiffs’ request to expand the latter functions as a motion for reconsideration of the
initial certification decision. However, Plaintiffs do not identify any change in the applicable law,
new evidence, or clear legal error justifying reconsideration. See Panetta, 2006 WL 2711747, at
*2. Perhaps Plaintiffs are correct to assert there is no proper reason “to exclude in-person

purchasers from the Equitable Claims Class.” (Doc. 148, at 22). Even if so, however, they fail to
identify a qualifying justification for reconsidering the initial certification decision, including the
crafting of a class definition.
Thus, the Court denies Plaintiffs’ Motion insofar as it seeks a reconsideration of the Court’s
prior definition of the scope of the Equitable Claims Class.
Summary
The Court finds Plaintiffs entitled to the relief they seek with respect to the substitution of
class representatives and the addition of new parties to this action. To that effect, their Motion is
granted in part, and Plaintiffs are hereby directed to file their proposed amended complaint (Doc.

140-1), as their Third Amended Complaint. To assuage any jurisdictional concerns, the Court
construes Plaintiffs’ Motion as seeking intervention on behalf of the previously unnamed members
of the Equitable Claims Class, including Jessica Hunt, Tracy Miller, Chante Hammond, and
Richard Davis. See Doc. 140-1, at 3–4, 19. These parties are granted leave to intervene and join in
Plaintiffs’ Third Amended Complaint once filed.
Finally, Defendants had the opportunity to conduct depositions with respect to the new
named Plaintiffs and do not contest the qualifications of the substituted representatives for the
OCSPA and Equitable Claims Classes under Rule 23(a). Considering the absence of a real dispute,
combined with the shared nature of the claims retained by the new putative representatives and
those excluded by the court’s class definitions, the Court finds it proper to certify Jessica Hunt,
Tracy Miller, Chante Hammond, Richard Davis, Eric Contreras, and Isaac Conard as class
representatives for the OCSPA Class. Because the subclasses crafted in the Court’s certification
order are mere management subclasses, the Court need not certify representatives for each
subclass. Similarly, Jessica Hunt, Tracy Miller, Chante Hammond, and Richard Davis are hereby

certified as class representatives for the Equitable Claims Class. Again, no representatives need be
certified for the management subclasses contained therein. The facts giving rise to these
individuals’ claims are virtually identical to those of the named Plaintiffs previously put forth as
putative reps, but for their use of their 2020 passes in 2021. Thus, the Court’s prior determination
with respect to commonality, typicality, numerosity, adequacy of representation, predominance,
and superiority governs as “the law of the case.” See Daunt v. Benson, 999 F.3d 299, 308 (6th Cir.
2021).
As set forth herein, the new named Plaintiffs will be substituted as class representatives for
the OCSPA and Equitable Claims Classes, and the Court’s certification order (Doc. 117) is hereby

modified to reflect such changes.
CONCLUSION
For the foregoing reasons, good cause appearing, it is
ORDERED that Plaintiffs’ Motion to Add Class Representatives, Amend the Complaint,
and Modify the Court’s Class Certification Order (Doc. 140) be, and the same hereby is,
GRANTED IN PART AND DENIED IN PART as set forth herein.

s/ James R. Knepp II
UNITED STATES DISTRICT JUDGE

Dated: March 27, 2026

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11314376. Public record. Not legal advice.