In the
United States Court of Appeals
For the Seventh Circuit
____________________
Nos. 15‐1836 & 15‐1845
HOLLI HAMMARQUIST, et al., individually and on behalf
of all others similarly situated,
Plaintiffs‐Appellants,
v.
UNITED CONTINENTAL HOLDINGS, INC. AND UNITED AIRLINES,
INC.,
Defendants‐Appellees.
____________________
Appeals from the United States District Court for the
Northern District of Illinois, Eastern Division.
Nos. 13‐cv‐01509 & 12‐cv‐06244 — John Z. Lee, Judge.
____________________
ARGUED OCTOBER 1, 2015 — DECIDED JANUARY 6, 2016
____________________
Before POSNER, MANION, and HAMILTON, Circuit Judges.
MANION, Circuit Judge. Following its merger with
Continental Airlines in 2010, United Airlines has made a
number of changes—not all of them welcome—to its
frequent‐flier rewards program. We previously addressed
the fallout in Lagen v. United Continental Holdings, Inc., 774
2 Nos. 15‐1836 & 15‐1845
F.3d 1124 (7th Cir. 2014), where a member of United’s
MileagePlus rewards program claimed that United breached
a contract by reducing his anticipated program benefits.
While by no means commending United’s decision to
disappoint its most loyal customers, we concluded that the
abridgement of benefits was not a breach of contract because
the Program Rules allowed United to change the benefits at
any time.
As in Lagen, the plaintiffs in this case responded to
United’s modification of their anticipated MileagePlus
benefits by suing United for breach of contract. And relying
on Lagen, the district court granted summary judgment to
United, finding that the Program Rules authorized United to
amend the program benefits at will.
On appeal, the plaintiffs insist that their case is different
from Lagen, and that this time the Program Rules do not give
United the upper hand. But the principal difference between
this case and Lagen does not help the plaintiffs, as we shall
see, nor do the remaining differences suffice to establish a
breach of contract. In view of our holding in Lagen, and
because the undisputed evidence demonstrates that United
was authorized to modify its rewards‐program benefits at
any time, we affirm the district court’s entry of summary
judgment for United.
I. BACKGROUND
A. United’s MileagePlus Rewards Program
The plaintiffs are members of United’s frequent‐flier
program called MileagePlus. Enrollment in MileagePlus is
free, and enables members to receive benefits for traveling
on United flights or patronizing United’s business
Nos. 15‐1836 & 15‐1845 3
associates. The MileagePlus program includes several
enhanced or “premier” status levels that offer additional
benefits beyond those available to ordinary MileagePlus
members.1 The premier status levels of MileagePlus are
collectively referred to as the MileagePlus Premier Program.
All plaintiffs qualified for 2012 premier status in 2011.
Premier status is awarded annually for the year
following the calendar year in which a member qualifies. By
qualifying in 2010, for instance, a member would receive
premier status for 2011. Members who qualify for premier
status in a certain year also receive premier benefits for the
remainder of that calendar year and for the duration of the
following calendar year. The benefits received each year,
however, are not the benefits associated with the premier
status of a single calendar year. Rather, the particular
premier benefits received in a given year correspond to the
benefits available under the annual Premier Program that is
in effect in the program year in which the benefits are
received. Thus, by qualifying for 2011 premier status in 2010,
a member would first receive the benefits offered under the
2010 Premier Program for the remainder of 2010, followed
by the benefits offered under the 2011 Premier Program
beginning in 2011.
Additional details pertaining to the Premier Program are
located on the premier status webpages of United’s website.
The benefits listed on the premier status webpages in 2011
were the benefits associated with the 2011 Premier Program.
Dist. Ct. Dkt. 97‐14 at 7 (2011 premier status webpages
1 Before 2012, United also called these levels the “elite” status levels.
4 Nos. 15‐1836 & 15‐1845
explaining that the benefits presented were “for 2011 elite
status”).2
B. The MileagePlus Program Rules
By enrolling in MileagePlus, all members agreed to be
bound by the MileagePlus Program Rules. In 2011 the
Program Rules governed participation in the entire
MileagePlus program, including the program’s premier
status levels. Dist. Ct. Dkt. 97‐1 at 14 (2011 Program Rules
explaining that the “provisions [of the Program Rules] form
the basis of the MileagePlus® Program” and that
“participation in the Program will be governed by these
provisions”). To reinforce the point, the premier status
webpages explicitly notified members that “[u]nless
otherwise stated, the terms and conditions set forth in
Mileage Plus Program Rules are applicable to the Premier
program.” Just beneath this language, consumers were
further advised that premier benefits were “subject to
change from year to year.”
General Condition No. 1 of the 2011 Program Rules
authorized United to freely modify the MileagePlus
program benefits without notice:
MileagePlus membership and its benefits are
offered at the discretion of United Airlines and
its affiliates, and United has the right to …
change the Program Rules, regulations,
benefits, conditions of participation or mileage
levels, in whole or in part, at any time, with or
2 Citations to the district court docket are from Case No. 1:12‐cv‐
06244.
Nos. 15‐1836 & 15‐1845 5
without notice, even though changes may
affect the value of the mileage or certificates
already accumulated.
In addition, United had “the sole right to interpret and apply
the Program Rules.”
C. United’s Program Modifications
After its 2010 merger with Continental, United
announced that MileagePlus would be the single rewards
program for the merged airlines and that certain
amendments to the upcoming 2012 program were
anticipated. In September 2011 United provided additional
information about the adjustments to the new 2012 program,
which included a number of changes to the program’s
premier status levels. In some cases, these changes meant
that members who qualified for 2012 premier status would
receive fewer benefits in 2012 under the 2012 Premier
Program than the benefits that were available to premier
members in 2011 under the 2011 program.
In 2012 and 2013, the plaintiffs (whose cases were
eventually consolidated) filed this diversity action against
United in the Northern District of Illinois, alleging that
United breached a contract by changing the benefits of
premier membership for the 2012 program year. The district
court granted summary judgment for United because the
undisputed evidence showed that the MileagePlus Program
Rules authorized United to modify the benefits associated
with the program’s premier status levels at any time. The
plaintiffs appeal.
6 Nos. 15‐1836 & 15‐1845
II. ANALYSIS
We review the district court’s grant of summary
judgment de novo, construing all facts and reasonable
inferences in the light most favorable to the nonmoving
party. Harden v. Marion Cty. Sheriff’s Dep’t, 799 F.3d 857, 861
(7th Cir. 2015). Summary judgment is required if the movant
shows that “there is no genuine dispute as to any material
fact and the movant is entitled to judgment as a matter of
law.” Fed. R. Civ. P. 56(a).
To prevail on a breach‐of‐contract claim in Illinois (it is
undisputed that the substantive law of Illinois governs this
action), the plaintiffs must show that there was a contract
between the parties, and that United breached the contract
by failing to adhere to its terms. Zirp‐Burnham, LLC v. E.
Terrell Assocs., Inc., 600, 826 N.E.2d 430, 439 (Ill. Ct. App.
2005). The parties do not dispute that the plaintiffs’
membership in MileagePlus was a contractual relationship
governed by the Program Rules. But the parties disagree
over the extent to which the Program Rules specifically
governed the MileagePlus premier status levels, and in
particular the modification of premier benefits. While United
maintains that the Premier Program was merely a part of the
overall MileagePlus program and therefore subject to
General Condition No. 1 of the Program Rules, the plaintiffs
argue that the Premier Program was separately governed by
an alternative modification provision that prohibited United
from changing the 2012 program benefits in 2011.
We conclude that the plaintiffs failed to establish a
breach of contract based on United’s modification of the
2012 Premier Program benefits. The undisputed evidence
confirms that United was authorized to change the program
Nos. 15‐1836 & 15‐1845 7
benefits at any time, or at least from year to year. Nor is
there any evidence that United offered benefits under the
2012 Premier Program that it subsequently failed to provide.
Under these circumstances, no reasonable jury could return
a verdict for the plaintiffs.
A. United was authorized to change the Premier
Program benefits at any time.
The record establishes (1) that all members of the
MileagePlus program, regardless of status, agreed to be
bound by the MileagePlus Program Rules, and (2) that
General Condition No. 1 of the Program Rules allowed
United to modify the program benefits “at any time,” with
or without notice. In the absence of any additional
agreement between the parties, these facts permit only one
conclusion: United was allowed to modify the program
benefits associated with the premier status levels of
MileagePlus “at any time,” so its decision to do so for the
year 2012 was not a breach of contract.
Naturally, the plaintiffs attempt to avoid this conclusion
by arguing that their qualification for premier status gave
rise to an additional, independent contract for premier
benefits—one to which General Condition No. 1 of the
Program Rules did not apply. We recently considered a
similar argument in Lagen. There, the plaintiff sued United
for breach of contract after it downgraded the putative
“lifetime” benefits associated with the exalted “Million‐Mile
Flyer” status level of MileagePlus. 774 F.3d at 1125–27. The
plaintiff argued that his participation in the Million‐Mile
Flyer Program generated a separate agreement that was
exempt from the general modification provision of the
8 Nos. 15‐1836 & 15‐1845
Program Rules, which, as here, allowed United to change the
program benefits at any time. Id.
Yet the evidence all pointed in the opposite direction: the
Million‐Mile Flyer Program was simply a component of
MileagePlus, not a free‐standing contract for Million‐Mile
Flyer benefits. Id. at 1127. In particular: (1) only members of
MileagePlus were eligible to receive Million‐Mile Flyer
status; (2) information about the Million‐Mile Flyer Program
was situated “under the umbrella” of MileagePlus on
United’s website; and (3) a member’s Million‐Mile Flyer
status was indicated on his ordinary MileagePlus
membership card. Id. In light of these facts, the plaintiff
failed to establish the existence of a separate agreement for
benefits apart from the agreement governed by the
MileagePlus Program Rules. Because those rules expressly
allowed United to change the program benefits at any time,
we concluded that United did not breach a contract by
altering the benefits associated with the Million‐Mile Flyer
status level of MileagePlus. Id.
As in Lagen, there is no evidence in this case that the
plaintiffs’ enhanced status levels within the MileagePlus
program formed an independent contract that was exempt
from the general modification provision of the MileagePlus
Program Rules. It is undisputed that premier status was
awarded only to members of MileagePlus and was reflected
on the ordinary MileagePlus membership card. Nor is there
any question that the Premier Program was “under the
umbrella” of MileagePlus as delineated on United’s website.
All the evidence thus points in one direction: the premier
status levels of the MileagePlus program were simply a
subordinate part of that program whose benefits United
Nos. 15‐1836 & 15‐1845 9
could legitimately alter at any time. Despite the plaintiffs’
best efforts to distinguish this case from Lagen, our holding
in Lagen effectively paralyzes the plaintiffs’ primary
argument on appeal.
And where this case does differ from Lagen, the
difference is anything but helpful to the plaintiffs. As the
dissent in Lagen made clear, United’s greatest obstacle to
summary judgment in that case was its explicit
advertisement of “lifetime” benefits in connection with the
Million‐Mile Flyer Program—a representation that seemed
to be directly at odds with United’s reserved right to modify
the benefits at any time. By contrast, United did not
advertise “lifetime” benefits under the Premier Program, nor
did it otherwise make any comparable representations that
would appear inconsistent with the possibility of future
modifications. To the contrary, the premier status webpages
indicated that the Premier Program was subject to the
Program Rules, which authorized United to change the
program benefits on a whim. In sum, the advertisement of
putative “lifetime” benefits in Lagen was the strongest fact
supporting the plaintiff’s claim for breach of contract—and it
is a fact not present here.
But this does not end the matter. The plaintiffs do not
simply argue that General Condition No. 1 did not apply to
the Premier Program on grounds that the latter was a
separate contract not governed by the Program Rules. They
also argue that, even assuming the Program Rules did
govern the Premier Program as a general matter, United’s
authority to modify premier benefits was independently
governed by a conflicting modification provision—one
specific to the Premier Program—that contractually
10 Nos. 15‐1836 & 15‐1845
supplanted the otherwise applicable General Condition No.
1.
In support of this argument, the plaintiffs rely on the
premier status webpages’ dual representations that the
Program Rules applied to the Premier Program “unless
otherwise stated,” and that premier benefits were “subject to
change from year to year.” By the plaintiffs’ logic, a
provision authorizing the changing of benefits from year to
year is “entirely inconsistent” with a provision allowing
changes at any time. The plaintiffs thus assert that the
Premier Program’s “year to year” provision effectively
stated otherwise than General Condition No. 1 of the
Program Rules. As a result, they argue that United was not
allowed to change premier benefits at any time, but “only
‘from year to year.’”
There are several problems with this argument. For one
thing, despite their acknowledgment that the Program Rules
unambiguously applied to the Premier Program “unless
otherwise stated,” none of the evidence relied upon by the
plaintiffs suggests that United ever “stated” that General
Condition No. 1. did not apply to the Premier Program.
More importantly, in describing the potential for future
modifications, the webpages simply declared that premier
benefits could change “from year to year”—not that they
could change only from year to year—and the mere fact that
benefits may be changed from year to year does not mean
that they may not also be changed at more frequent intervals
as well. The plaintiffs have thus failed to identify anything in
the Premier Program that is inconsistent with United’s
reserved right to modify the program benefits at any time.
Nos. 15‐1836 & 15‐1845 11
Simply put, the record does not support a reasonable
inference that United implicitly excluded General Condition
No. 1. from the annual Premier Program merely by relating
that the corresponding program benefits could be expected
to change on an annual basis. And even if the Premier
Program is (unreasonably) interpreted to allow changes only
from year to year, United would still be entitled to summary
judgment, for its modification of premier benefits from 2011
to 2012 was just that: a change of benefits from year to year.
Either way, United was authorized to change the benefits for
the year 2012, and United cannot be said to have breached a
contract by doing exactly what the contract authorized.
B. United never agreed to provide the 2011 Premier
Program benefits under the 2012 Premier Program.
In September 2011 United announced the newly revised
benefits associated with the 2012 MileagePlus program’s
premier status levels, and the plaintiffs do not dispute that
United faithfully provided the premier benefits identified in
the September 2011 announcement. Instead, in an apparent
last‐ditch effort to establish a breach, the plaintiffs argue that
their qualification for the 2012 Premier Program entitled
them to receive, in 2012, the benefits that were previously
offered in 2011 under the 2011 Premier Program.
This argument is as devoid of evidentiary support as it is
counterintuitive. There is no evidence that United expressed
an intention to offer the benefits of 2011 premier status in
2012 under the 2012 Premier Program, let alone that it
contractually bound itself to do so. Indeed, United did not
even so much as identify the benefits of 2012 premier status
until it unveiled the newly amended benefits for that year in
September 2011. True, the premier status webpages in 2011
12 Nos. 15‐1836 & 15‐1845
also listed a differing set of premier benefits prior to
September of that year, but those benefits were expressly
identified as the “benefits for 2011 elite status”; the
webpages gave no indication of what the forthcoming
benefits for 2012 premier status would be.3
The plaintiffs appear perplexed that a premier status
earned in 2011 should not also deliver the benefits of the
2011 Premier Program. But this is easily explained by the
fact that members qualified for premier status in the year
preceding the year for which the status was granted. The
Premier Program’s prospective operation means that
members who qualified for premier status in 2011 did not
earn 2011 premier status, but 2012 premier status, along with
the corresponding benefits available under the 2012 Premier
Program. In other words, the record establishes that
qualification for 2012 premier status entitled members to
receive, in 2012, the benefits under the program in effect
during the year for which they qualified (2012)—not the
benefits under the program in effect during the year in which
they qualified (2011).4
3 Starting nearly a year before the September 2011 announcement,
United’s website also included a series of regular updates heralding the
“new world‐class” MileagePlus program of 2012. Not surprisingly, there
is no evidence that the much anticipated benefits of the “new” premier
status levels of 2012 were contractually required to be nothing but a drab
carbon copy of the benefits offered under the expired program of the
previous year.
4 As noted above, qualifying for 2012 premier status in 2011 also
entitled members to receive the benefits associated with 2011 premier
status for the remainder of 2011. The plaintiffs do not allege that they did
Nos. 15‐1836 & 15‐1845 13
At bottom, the plaintiffs’ argument on appeal is that
United breached a contractual promise to provide them with
premier benefits in 2012 that matched the premier benefits
previously available in 2011. The undisputed evidence
shows that United never made that promise, and United
cannot be liable for breaching a contract that it did not make.
III. CONCLUSION
As the district court appropriately observed, the
plaintiffs may have understandably hoped that United
would continue to offer in 2012 the same premier benefits
that it offered in 2011. But there is no evidence that United
contracted to offer the same benefits each year. On the
contrary, the evidence demonstrates that United was
allowed to change the Premier Program benefits whenever it
wanted, or at least on a yearly basis. As a result, nothing in
the record before the district court would allow a reasonable
jury to conclude that United breached a contract by
modifying the Premier Program benefits for the year 2012.
The district court properly granted summary judgment for
United, and we affirm.
AFFIRMED.
not receive the appropriate benefits in 2011 following their qualification
for 2012 premier status.
14 Nos. 15‐1836 & 15‐1845
HAMILTON, Circuit Judge, concurring. I join Judge Man‐
ion’s opinion for the court affirming summary judgment for
United. I continue to believe that Lagen was wrongly decided
because of the clear conflict in that case between United’s
promise of “lifetime” benefits and its attempt to reserve the
right to change its mind about those lifetime benefits at any
time for any reason. In doctrinal terms, the plaintiff in Lagen
offered substantial evidence that United had offered to mod‐
ify the terms of its MileagePlus contract to extend those life‐
time benefits to Million Mile Flyers, and qualifying members
accepted that offer by flying one million miles on United. See
774 F.3d at 1128–32 (Hamilton, J., dissenting). In this case,
however, plaintiffs have offered no comparable evidence
that conflicts with or shows a modification of United’s reser‐
vation of the right to modify MileagePlus benefits at any
time and for any reason. The reservation of rights therefore
controls.