[Until this opinion appears in the Ohio Official Reports advance sheets, it may be cited as 

Cedar Fair, L.P. v. Falfas, Slip Opinion No. 2014-Ohio-3943.] 

NOTICE

This slip opinion is subject to formal revision before it is published in 

an advance sheet of the Ohio Official Reports. Readers are requested 

to promptly notify the Reporter of Decisions, Supreme Court of Ohio, 

65 South Front Street, Columbus, Ohio 43215, of any typographical or 

other formal errors in the opinion, in order that corrections may be 

made before the opinion is published. 

SLIP OPINION NO. 2014-OHIO-3943 

CEDAR FAIR, L.P., APPELLANT, v. FALFAS, APPELLEE. 

[Until this opinion appears in the Ohio Official Reports advance sheets, it 

may be cited as Cedar Fair, L.P. v. Falfas, Slip Opinion No. 2014-Ohio-3943.] 

Arbitration—R.C. 2711.10(D)—Vacation of arbitration award—Specific 

performance not an available remedy for breach of employment contract 

unless explicitly provided for in contract or by applicable statute. 

(No. 2013-0890—Submitted April 9, 2014—Decided September 18, 2014.) 

APPEAL from the Court of Appeals for Erie County, 

No. E-12-015, 2013-Ohio-1590. 

____________________ 

SYLLABUS OF THE COURT

Specific performance is not an available remedy for breach of an employment 

contract unless it is explicitly provided for in the contract or by an 

applicable statute. (Masetta v. Natl. Bronze & Aluminum Foundry Co., 

159 Ohio St. 306, 112 N.E.2d 15 (1953), applied.) 

____________________ 
SUPREME COURT OF OHIO

2 

O’NEILL, J.

{¶ 1} In this case, we review the propriety of an arbitration award of 

reinstatement as a remedy for an employer’s breach of an employment agreement. 

{¶ 2} In 2005 plaintiff-appellee, Jacob Falfas, was promoted to chief 

operating officer of defendant-appellant, Cedar Fair, L.P., where he had been 

continuously employed for nearly 35 years. The terms of Falfas’s relationship 

with Cedar Fair were detailed in a written employment agreement signed by both 

parties. In his role as chief operating officer, Falfas reported directly to Cedar 

Fair’s chairman of the board, president, and chief executive officer, Richard 

Kinzel, and was responsible for—among other duties—negotiating contracts for 

and purchasing shows that were performed in Cedar Fair’s amusement parks. In 

June 2010, Falfas became aware that Kinzel was unhappy with the contract and 

budgeting for one of those shows, and Kinzel’s dissatisfaction led to a 94-second 

phone call between the two men on the afternoon of June 10, 2010. After that 

phone call, Falfas believed that Kinzel had fired him, but Kinzel believed that 

Falfas had resigned. 

{¶ 3} Falfas’s termination ultimately became the subject of binding 

arbitration, and the arbitration panel found that Falfas had not resigned but had 

been terminated for reasons other than cause. The panel went on to conclude that 

“equitable relief is needed to restore the parties to the positions that they held 

prior to the breach of the Employment Agreement,” and, despite the fact that 

nearly eight months had passed since Falfas’s employment had ended, the 

arbitration panel ordered Cedar Fair to reinstate Falfas “to the position he held 

prior to his wrongful termination.” 

{¶ 4} It is the propriety of this order of reinstatement that we address 

today. Cedar Fair appealed the arbitration decision to the Erie County Court of 

Common Pleas. The trial court concluded that the arbitration panel’s order of 

reinstatement went beyond the authority the panel was granted under the 
January Term, 2014 

3 

employment contract. The Sixth District Court of Appeals reversed that decision, 

concluding that the arbitration panel had the authority to order Falfas’s 

reinstatement under the contract and that reinstatement was consistent with Ohio 

law. Cedar Fair appealed to this court, and we accepted jurisdiction to determine 

whether an arbitration panel’s order of reinstatement of a terminated employee is 

an available remedy for an employer’s breach of contract. 136 Ohio St.3d 1491, 

2013-Ohio-4140, 994 N.E.2d 462. We conclude that specific performance is not 

an available remedy for breach of an employment contract unless it is explicitly 

provided for in the contract or by an applicable statute. 

{¶ 5} The authority of an arbitrator to interpret and enforce a contract is 

drawn from the contract itself, and for this reason we have held that “[a]n 

arbitrator’s authority is limited to that granted him by the contracting parties, and 

does not extend to the determination of the wisdom or legality of the bargain.” 

Goodyear Tire & Rubber Co. v. Local Union No. 200, United Rubber, Cork, 

Linoleum & Plastic Workers of Am., 42 Ohio St.2d 516, 519, 330 N.E.2d 703 

(1975). The Ohio statute governing when a court may vacate an arbitrator’s 

award provides that “the court of common pleas shall make an order vacating the 

award upon the application of any party to the arbitration” if the award was the 

product of corruption, fraud, or undue means; if any arbitrator was partial or 

corrupt; if the arbitrators were guilty of misconduct or misbehavior; or if “[t]he 

arbitrators exceeded their powers.” R.C. 2711.10(A) through (D). This statute is 

substantively equivalent to the analogous provisions of the Federal Arbitration 

Act, and we have often used federal law in aid of our application of the statute. 

Compare R.C. 2711.10 with 9 U.S.C. 10(a)(1) through (4); see Goodyear Tire & 

Rubber Co. at 520, 522-523 (quoting federal case law while applying R.C. 

2711.10). And we have held that the statutory authority of courts to vacate an 

arbitrator’s award is extremely limited. See, e.g., Assn. of Cleveland Fire 

Fighters, Local 93 of the Internatl. Assn. of Fire Fighters v. Cleveland, 99 Ohio 
SUPREME COURT OF OHIO

4 

St.3d 476, 2003-Ohio-4278, 793 N.E.2d 484, ¶ 13. “Were the arbitrator’s 

decision to be subject to reversal because a reviewing court disagreed with 

findings of fact or with an interpretation of the contract, arbitration would become 

only an added proceeding and expense prior to final judicial determination. This 

would defeat the bargain made by the parties * * *.” Goodyear Tire & Rubber 

Co. at 520. 

{¶ 6} So long as arbitrators act within the scope of the contract, they 

have great latitude in issuing a decision. An arbitrator’s improper determination 

of the facts or misinterpretation of the contract does not provide a basis for 

reversal of an award by a reviewing court, because “[i]t is not enough * * * to 

show that the [arbitrator] committed an error—or even a serious error.” Stolt–

Nielsen, S.A. v. AnimalFeeds Internatl. Corp., 559 U.S. 662, 671, 130 S.Ct. 1758, 

176 L.Ed.2d 605 (2010). Moreover, we have held that arbitrators have “broad 

authority to fashion a remedy, even if the remedy contemplated is not explicitly 

mentioned” in the applicable contract. Queen City Lodge No. 69, Fraternal 

Order of Police, Hamilton Cty., Ohio, Inc. v. Cincinnati, 63 Ohio St.3d 403, 407, 

588 N.E.2d 802 (1992). 

{¶ 7} Notwithstanding these principles, under R.C. 2711.10(D) 

arbitrators can exceed their powers by going beyond the authority provided by the 

bargained-for agreement or by going beyond their contractual authority to craft a 

remedy under the law. See, e.g., Oxford Health Plans, L.L.C. v. Sutter, ___ U.S. 

___, 133 S.Ct. 2064, 2068, 186 L.Ed.2d 113 (2013) (analyzing 9 U.S.C. 10(a)(4) 

of the Federal Arbitration Act). Arbitrators act within their authority to craft an 

award so long as the award “draws its essence” from the contract—that is, “when 

there is a rational nexus between the agreement and the award, and where the 

award is not arbitrary, capricious or unlawful.” Mahoning Cty. Bd. of Mental 

Retardation & Dev. Disabilities v. Mahoning Cty. TMR Edn. Assn., 22 Ohio St.3d 

80, 488 N.E.2d 872 (1986), paragraph one of the syllabus. Accord Oxford Health 
January Term, 2014 

5 

Plans at 2068. So long as there is a good-faith argument that an arbitrator’s 

award is authorized by the contract that provides the arbitrator’s authority, the 

award is within the arbitrator’s power, but an award “departs from the essence of 

a [contract] when: (1) the award conflicts with the express terms of the agreement, 

and/or (2) the award is without rational support or cannot be rationally derived 

from the terms of the agreement.” Ohio Office of Collective Bargaining v. Ohio 

Civ. Serv. Emps. Assn., Local 11, AFSCME, AFL-CIO, 59 Ohio St.3d 177, 572 

N.E.2d 71 (1991), syllabus. And finally, we note that it is well settled that “ ‘an 

arbitrator is confined to interpretation and application of the [contract]; he does 

not sit to dispense his own brand of industrial justice.’ ” Id. at 180, quoting 

United Steelworkers of Am. v. Ent. Wheel & Car Corp., 363 U.S. 593, 597, 80 

S.Ct. 1358, 4 L.Ed.2d 1424 (1960). 

{¶ 8} In short, if it can be fairly argued that the arbitrators’ award of 

reinstatement to Falfas was contemplated by the contract at issue here and that the 

law arguably authorizes the award, the reinstatement should be upheld. These are 

quite deferential standards, but after analysis, we are compelled to conclude that 

by ordering Cedar Fair to reinstate Falfas, the arbitration panel exceeded its 

powers. 

{¶ 9} Cedar Fair’s employment agreement with Falfas contains four 

separate sections that are relevant to whether the agreement gave the arbitration 

panel the power to order Falfas’s reinstatement: 

7. Termination by Cedar Fair Other Than for Cause. 

(a) If, other than pursuant to Section 10 or Section 12 

hereof, Cedar Fair shall terminate Executive’s employment 

(including by written notice of intent, pursuant to Section 2 hereof, 

not to renew this Agreement), then [Executive shall receive his 

base salary for either one year or the remaining employment term, 
SUPREME COURT OF OHIO

6 

whichever is longer, and shall receive certain continuing benefits 

as specifically detailed in this Section]. 

All other benefits provided by Cedar Fair shall end as of the last 

day of Executive’s active employment. 

* * * 

10. Termination for Cause. 

 (a) Cedar Fair may terminate Executive’s employment for 

Cause. * * * 

(b) If Executive’s employment shall be terminated for 

Cause, Cedar Fair shall pay Executive, in a lump sum, on the 

twentieth (20th) business day following the date of termination for 

Cause, his Base Salary through the date of his termination. 

(c) Cedar Fair shall have no further obligations to 

Executive under this Agreement. 

11. Termination By Resignation. 

In the event Executive resigns his employment, all benefits 

and compensation shall cease on the last day of Executive’s active 

employment with Cedar Fair. 

* * * 

19. Arbitration. 

* * * 

(c) * * * The arbitration panel shall have authority to 

award any remedy or relief that an Ohio or federal court in Ohio 

could grant in conformity with applicable law on the basis of the 

claims actually made in the arbitration. The arbitration panel shall 

not have the authority either to abridge or change substantive rights 

available under the existing law. 
January Term, 2014 

7 

(Boldface and underlining sic.) 

{¶ 10} The evidence presented at the arbitration hearing focused almost 

entirely on whether Falfas had resigned his position with Cedar Fair. Based on 

that evidence, Cedar Fair argued that Section 11 controlled and that Falfas was 

not entitled to any kind of postemployment compensation, because he had 

resigned. Falfas, by contrast, argued that he had been terminated without cause 

and that he was entitled to either reinstatement under Section 19(c) of the 

contract, with full continuing compensation and benefits as if he had not been 

terminated, or to compensation and benefits according to Section 7 of the 

contract. The parties agreed that Falfas had not been terminated for cause and 

therefore that Section 10 of the contract was not controlling. 

{¶ 11} The arbitration panel concluded that “Falfas was terminated for 

reasons other than cause”, and that “the facts fail to establish resignation.” Based 

on this finding, Cedar Fair argues that the arbitration panel’s power was limited to 

awarding Falfas the period of continuing compensation and benefits he was 

entitled to receive under Section 7 of the contract, which by its plain terms is a 

liquidated-damages provision in case of termination other than for cause. In 

support of this view, Cedar Fair points out that Section 2 of the employment 

agreement provided that “Cedar Fair shall have the right to terminate this 

Agreement at any time, subject to the obligations to provide the benefits and make 

the payments provided herein.” But Falfas argues that because the panel also 

determined that “equitable relief is needed to restore the parties to the positions 

that they held prior to the breach of the Employment Agreement,” and that 

because the panel was authorized under Section 19(c) of the contract “to award 

any remedy or relief that an Ohio or federal court in Ohio could grant in 

conformity with applicable law,” the award of reinstatement was proper. Thus, 

the issue is whether the arbitration panel could conclude in good faith that specific 
SUPREME COURT OF OHIO

8 

performance in the form of reinstatement was an available legal remedy under the 

law and therefore under Section 19(c) of the contract. 

{¶ 12} Framed this way, the question suggests its own answer. It is hardly 

controversial to recognize that an order of specific performance is rarely an 

appropriate remedy for breach of an employment agreement. It is, for example, 

common for first-year law students to review the case of Lumley v. Wagner, 42 

Eng.Rep. 687 (1852), in which the court observed that it lacked the power to 

order a singer who had contracted to perform at the plaintiff’s theater to 

specifically complete her contract. Id. at 693. Ohio has long followed the same 

rule. See Port Clinton RR. Co. v. Cleveland & Toledo RR. Co., 13 Ohio St. 544, 

550 (1862) (“In the case of a contract for personal service, it may be that, on a 

refusal to perform the contract, an action for damages would not afford adequate 

relief, and yet it is clear that a court of equity will not attempt to enforce 

specifically such a contract”). Accord Hoffman Candy & Ice Cream Co. v. Dept. 

of Liquor Control, 154 Ohio St. 357, 96 N.E.2d 203 (1950), paragraph three of the 

syllabus. 

{¶ 13} In Masetta v. Natl. Bronze & Aluminum Foundry Co., 159 Ohio St. 

306, 112 N.E.2d 15 (1953), paragraph two of the syllabus, this court held that “[a] 

court of equity will not, by means of mandatory injunction, decree specific 

performance of a labor contract existing between an employer and its employees 

so as to require the employer to continue any such employee in its service or to 

rehire such employee if discharged.” Masetta is squarely within the mainstream 

on this question; surveying the cases related to the issue, the authors of a 

frequently cited treatise have observed that “[o]n occasion an employee has 

sought specific performance of an employment contract against an employer. 

Such relief has almost invariably been denied. Such enforcement * * * would 

involve difficulty of supervision and, often, forc[e] the continuance of a 
January Term, 2014 

9 

distasteful personal relationship.” (Footnote omitted.) Calamari & Perillo, The 

Law of Contracts, Section 16.5, at 618 (4th Ed.1998). 

{¶ 14} To be fair, there are some exceptions to this general rule. Most 

notably, collective-bargaining agreements, civil-service laws, and civil-rights laws 

have all endorsed reinstatement as a remedy for wrongful termination of 

employment. See, e.g., 29 U.S.C. 626(b) (“In any action brought to enforce [the 

Age Discrimination in Employment Act] the court shall have jurisdiction to grant 

such legal or equitable relief as may be appropriate to effectuate the purposes of 

this chapter, including without limitation judgments compelling employment, 

reinstatement or promotion”). See also, e.g., R.C. 4112.05(G)(1) (including 

“reinstatement” as an available remedy if the Ohio Civil Rights Commission 

determines that a respondent has engaged in an unlawful discriminatory practice). 

Recognizing these developments, this court has held that “specific performance of 

a reinstatement provision in a settlement agreement is appropriate when * * * the 

settlement agreement provides for reinstatement in clear and unambiguous terms 

and when the settlement promise of reinstatement is given in exchange for the 

relinquishment of a statutorily-created right to reinstatement.” (Emphasis 

added.) State ex rel Wright v. Weyandt, 50 Ohio St.2d 194, 199, 363 N.E.2d 1387 

(1977). In Wright, this court held that a clear bargained-for promise of 

reinstatement in an agreement could be enforced by specific performance. But 

even in light of Wright, the general rule forbidding compulsory performance 

survives—those exceptions discussed above would make no sense if it were 

otherwise. In short, unless a statute or the employment contract says otherwise, 

the rule in Ohio remains that specific performance is not an available remedy for 

breach of an employment contract. 

{¶ 15} It is at best a strained conclusion that Section 19(c), which 

authorizes the arbitration panel to award “any remedy or relief that an Ohio or 

federal court in Ohio could grant” is sufficient to authorize reinstatement “in clear 
SUPREME COURT OF OHIO

10 

and unambiguous terms,” as did the settlement agreement in Wright. In order to 

maintain his argument that reinstatement is an available remedy, Falfas relies—in 

large part—on a single phrase from this court’s decision in Worrell v. Multipress, 

Inc., 45 Ohio St.3d 241, 543 N.E.2d 1277 (1989). In Worrell we noted in passing 

that “front pay is an equitable remedy designed to financially compensate 

employees where ‘reinstatement’ of the employee would be impractical or 

inadequate. In such circumstances an award of front pay enables the court to 

make the injured party whole, although reinstatement is the preferred remedy.” 

Id. at 246. Falfas argues that because we recognized reinstatement as “the 

preferred remedy” in Worrell, the arbitration panel’s award of reinstatement was a 

“remedy or relief that an Ohio or federal court in Ohio could grant in conformity 

with applicable law,” and therefore it should be affirmed. 

{¶ 16} But this argument relies on reading the quoted words in isolation 

from the remainder of the opinion and completely out of the context in which 

those words appear: as dictum grounded in discussing the remedies available 

under the Age Discrimination in Employment Act of 1967 (“ADEA”). The 

Worrell opinion directly supported the sentence at issue by citing Cassino v. 

Reichhold Chems., Inc., 817 F.2d 1338 (9th Cir.1987). In Cassino, the court, after 

quoting 29 U.S.C. 626(b) and its specific authorization of “reinstatement” as one 

avenue of relief, stated that while “reinstatement is the preferred remedy in these 

cases, it may not be feasible where the relationship is hostile or no position is 

available due to a reduction in force.” (Emphasis added.) Id. at 1346. Worrell

does not even begin to suggest that reinstatement to employment is the “preferred 

remedy” in all personal-services-contract disputes, which would be a manifestly 

incorrect understanding of the law. The opinion merely notes, far more 

prosaically, that reinstatement is a statutorily preferred remedy for wrongful 

dismissal under the ADEA. 
January Term, 2014 

11 

{¶ 17} Falfas’s reading of Worrell would have the statutory exception 

favoring reinstatement in employment-discrimination cases swallow the general 

common-law rule forbidding reinstatement in employment cases. But Worrell

itself actually rejects this argument, observing as it does that “the usual remedy in 

breach of contract cases for wrongful discharge is to pay the injured party the 

difference between any wages due under the contract from the date of discharge 

until the contract term expires.” Id. at 246. Moreover, the actual holding of 

Worrell, ironically, more closely supports the remedy advocated by Cedar Fair. 

See id. at 247 (“We hold that, as a result of breach of an employment contract 

where an employee has been wrongfully discharged, front pay, or lost future 

wages, may be awarded as compensation between the date of discharge and 

reemployment in a position of equal or similar status”). In short, it cannot be 

fairly argued that Falfas’s interpretation of Worrell is even reasonable, let alone 

that it is a correct statement of the law—the only way this argument could work at 

all is to ignore everything other than the words “preferred remedy.” We simply 

cannot hold that the arbitration panel acted within its authority in disregarding the 

general rule against reinstatement when the employment agreement here lacks the 

“clear and unambiguous terms” authorizing reinstatement that were present in 

Wright. 

{¶ 18} We finally observe that Falfas’s reading of Section 19(c) of the 

agreement is completely undermined by the existence of Sections 7, 10, and 11, 

which address the generally understood possibilities here: termination without 

cause, termination for cause, and resignation. The arbitration panel specifically 

found that Falfas was terminated without cause, and therefore, as the trial court 

concluded, Falfas was entitled to “his back pay and other benefits he enjoyed 

* * * as if the employment relationship had not been severed,” as outlined in 

Section 7 of the agreement. Section 7, as Cedar Fair has argued to this court, 

quite clearly includes a liquidated-damages provision designed to set forth the 
SUPREME COURT OF OHIO

12 

compensation and benefits to which Falfas is entitled on account of Cedar Fair’s 

decision to terminate his employment contract without cause. The record before 

us demonstrates that the parties to the contract envisioned precisely what 

happened here. Nearly eight months passed between Falfas’s termination and the 

arbitration panel’s award. How could a large business entity like Cedar Fair 

properly function if an arbitration panel was authorized to force it to reemploy an 

unwanted senior officer after it had obviously moved on? Why would any such 

entity or employee agree to give an arbitration panel the power to cause such 

disruption? And why should the broad language in Section 19(c) be interpreted to 

allow such a result when Section 7, by implication, forbids it? 

{¶ 19} For all these reasons, we hold that specific performance is not an 

available remedy for breach of an employment contract unless it is explicitly 

provided for in the contract or by an applicable statute and that the arbitration 

panel in this case exceeded its authority by holding otherwise. Because the factfinder determined that Falfas was terminated for reasons other than for cause, he 

is entitled to his base salary for either one year or his remaining employment 

term, whichever is longer. That matter and other concerns are to be addressed by 

the trial court upon remand. But the contract clearly does not entitle him to 

reinstatement. We accordingly reverse the judgment of the court of appeals and 

remand this case to the Erie County Court of Common Pleas for further 

proceedings. 

Judgment reversed 

and cause remanded. 

O’CONNOR, C.J., and PFEIFER, O’DONNELL, LANZINGER, KENNEDY, and 

FRENCH, JJ., concur. 

____________________ 
January Term, 2014 

13 

Organ Cole & Stock, L.L.P., Douglas R. Cole, Erik J. Clark, and Joshua 

M. Feasel; and Murray & Murray Co., L.P.A., Dennis E. Murray Jr., and Dennis 

E. Murray Sr., for appellant. 

Wickens, Herzer, Panza, Cook & Batista Co., Richard D. Panza, William 

F. Kolis, Joseph E. Cirigliano, and Matthew W. Nakon, for appellee. 

_________________________