## Facts

- United operated the MileagePlus frequent-flyer program, allowing members to earn “mileage” through flights and other qualifying activities (e.g., hotels and car rentals).
- Hongbo Han, a program member, sued United Continental Holdings, United Air Lines, and Mileage Plus Holdings on behalf of a putative class, alleging breach of the program agreement.
- The program rules tied mileage accrual to the purchased ticket routing and paid flight miles and gave United the sole right to interpret and apply the rules.
- United credited flight “miles” based on the straight-line distance between origin and destination airports, not the aircraft’s actual flown path.
- Han alleged United owed additional mileage when flights deviated from the direct path due to diversions, holding patterns, or delays.

## Issues

1. Whether the MileagePlus agreement, properly construed under Illinois law, required United to award mileage based on the aircraft’s actual miles flown rather than airport-to-airport distance tied to the ticketed itinerary.
2. Whether Han’s complaint plausibly alleged breach and damages under Illinois breach-of-contract elements, given federal pleading standards.

## Decision

- The Seventh Circuit affirmed the Rule 12(b)(6) dismissal with prejudice.
- The court held Han did not plausibly allege a contractual obligation to credit “actual miles flown.”
- The program’s text and structure supported United’s method of awarding mileage based on ticketed routing/airport-to-airport distance.
- Because the asserted contractual duty was not plausibly supported, the complaint failed to plead breach and resulting damages.

## Legal Principles

- Under Illinois law, breach of contract requires pleading: (1) a valid contract, (2) plaintiff’s substantial performance, (3) defendant’s breach, and (4) damages.
- Contract interpretation is a question of law reviewed de novo.
- A complaint must state a plausible claim for relief; legal conclusions and unsupported assertions do not suffice.
- In construing loyalty-program terms, courts look to the contract’s language and the program’s function; “miles” may operate as a rewards unit rather than a promise to track literal flight-path distance.
- Contract terms reserving to the program sponsor the right to interpret and apply program rules weigh against inferring unexpressed, path-specific entitlements.

## Conclusion

The court concluded that MileagePlus did not plausibly promise members credit for the aircraft’s actual flown distance, so United’s airport-to-airport mileage crediting did not constitute a breach, and dismissal at the pleading stage was proper.


Han v. United Cont'l Holdings, Inc., 762 F.3d 598 (7th Cir. 2014)