[Cite as Walker v. JPMorgan Chase Bank, N.A., 2026-Ohio-813.]
IN THE COURT OF APPEALS FIRST APPELLATE DISTRICT OF OHIO HAMILTON COUNTY, OHIO
SHARNEE J. WALKER, : APPEAL NO. C-250451 TRIAL NO. A-2502150 Plaintiff-Appellant, :
vs. : JUDGMENT ENTRY JPMORGAN CHASE BANK, N.A., :
Defendant-Appellee. :
This cause was heard upon the appeal, the record, and the briefs. For the reasons set forth in the Opinion filed this date, the judgment of the trial court is affirmed. Further, the court holds that there were reasonable grounds for this appeal, allows no penalty, and orders that costs be taxed under App.R. 24. The court further orders that (1) a copy of this Judgment with a copy of the Opinion attached constitutes the mandate, and (2) the mandate be sent to the trial court for execution under App.R. 27.
To the clerk: Enter upon the journal of the court on 3/11/2026 per order of the court.
By:_______________________ Administrative Judge [Cite as Walker v. JPMorgan Chase Bank, N.A., 2026-Ohio-813.]
IN THE COURT OF APPEALS FIRST APPELLATE DISTRICT OF OHIO HAMILTON COUNTY, OHIO
SHARNEE J. WALKER, : APPEAL NO. C-250451 TRIAL NO. A-2502150 Plaintiff-Appellant, :
vs. : OPINION JPMORGAN CHASE BANK, N.A., :
Civil Appeal From: Hamilton County Court of Common Pleas
Judgment Appealed From Is: Affirmed
Date of Judgment Entry on Appeal: March 11, 2026
Sharnee J. Walker, pro se,
Dickinson Wright PLLC and Manuel D. Cardona, for Defendant-Appellee. OHIO FIRST DISTRICT COURT OF APPEALS
BOCK, Judge.
{¶1} After defendant-appellant JPMorgan Chase Bank N.A. (“Chase”) denied
her credit-card application, plaintiff-appellant Sharnee Walker sued Chase. Her
complaint alleged several causes of action based on Chase retaining the personal
information Walker had provided with her application without any “reciprocal benefit
for the value received.” The trial court granted Chase’s motion to dismiss Walker’s
amended complaint. We affirm its judgment.
I. Factual and Procedural History
{¶2} Walker’s amended complaint against Chase asserted claims for breach
of implied contract, unjust enrichment, conversion, constructive fraud, breach of
fiduciary duty, an accounting, and a declaratory judgment. Some of the complaint’s
statements appear to be sovereign-citizen1-related assertions.
{¶3} Walker’s online credit application to Chase included her personal
information, such as her name, social security number, and signature. Walker alleged
that by processing her application, Chase created a “legally binding implied contract .
. . obligating [Chase] to consider [Walker’s] offer in good faith and to properly handle
the valuable information provided in a commercially reasonable manner, and . . . to
1 Sovereign citizens, sometimes known as tax protestors, Moorish-Americans, or American State
Nationals, often raise assertions that amount to pseudo law and have been described as “extremists who wish to dissociate themselves from the social compact undergirding this nation's democratic institutions, including the independent judicial branch of government.” United States v. Mitchell, 405 F.Supp.2d 602, 605 (D.Md. 2005). As one practitioner has explained, “Sovereign Citizens believe that the United States Government has no inherent power over individual citizens of the various states without individual consent.” Kalinowski: A Legal Response to the Sovereign Citizen Movement, 80 Mont.L.Rev. 153, 157 (2019). Walker describes herself as both a “living woman” and a “corporate entity.” The distinction between the two lies in the group’s belief “that our nation is made up of two types of people: those who are sovereign citizens by virtue of Article IV of the Constitution, and those who are ‘corporate’ or ‘14th Amendment’ citizens by virtue of the ratification of the 14th Amendment.” Mitchell at 605. Courts across the country have rejected sovereign citizenship pseudo-legal arguments as “meritless[,] patently frivolous, . . . nonsensical, gibberish, and having no conceivable validity in American Law.” People of the Republic United States ex rel. Goldsmith v. Schreier, D.S.D., 2012 U.S. Dist. LEXIS 131987, *10 (S.D. S.D. Sept. 17, 2012).
3 OHIO FIRST DISTRICT COURT OF APPEALS
provide reciprocal benefit for the value received.”
{¶4} Walker further alleged that though it denied her application, Chase
retained her personal information, which it used for its own benefit by “feeding the
data into propriety risk models, storing it for credit risk aggregation, leveraging it to
raise reserves or securitize internal receivables, and using it to meet compliance
benchmarks (e.g., Basel III, CECL under GAAP), all without providing any reciprocal
benefit to Plaintiff.” Walker demanded a “full accounting and disclosure” from Chase
involving “the handling and monetization of her financial instrument and associated
data.” Chase refused to do so, citing its lack of obligation to provide Walker any
documentation.
{¶5} Chase moved to dismiss the amended complaint under Civ.R. 12(B)(6).
After both parties filed their briefs, the trial court granted Chase’s motion to dismiss.
Walker has appealed.
II. Analysis
{¶6} Walker raises seven assignments of error, which collectively argue that
the trial court erred in granting Chase’s motion to dismiss Walker’s complaint.
Walker’s first assignment of error argues, globally, that the trial court erred in
dismissing her complaint and the other six assignments relate to her individual claims.
We begin with her second assignment of error and proceed through her various claims.
A. Standard of review
{¶7} This court reviews a trial court’s judgment granting a motion to dismiss
for failure to state a claim de novo. Twang, LLC v. City of Cincinnati, 2024-Ohio-6077,
¶ 87 (1st Dist.). A motion to dismiss for failure to state a claim under Civ.R. 12(B)(6)
tests the sufficiency of the allegations in the complaint. Brendamour v. City of the
Village of Indian Hill, 2022-Ohio-4724, ¶ 17 (1st Dist.). Civ.R. 8(A) sets the standard
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for determining whether a complaint’s allegations are sufficient. Vandemark v. Reder,
2026-Ohio-50, ¶ 10 (1st Dist.). A complaint must “contain (1) a short and plain
statement of the claim showing that the party is entitled to relief, and (2) a demand for
judgment for the relief to which the party claims to be entitled.” Civ.R. 8(A).
{¶8} A Civ.R. 12(B)(6) dismissal is appropriate where, accepting the factual
allegations in the complaint as true and drawing all reasonable inferences from those
facts in the plaintiff’s favor, the court determines that “it appears ‘beyond doubt from
the complaint that the plaintiff can prove no set of facts entitling [the plaintiff] to
recovery.’” Brendamour at ¶ 17, quoting O’Brien v. Univ. Community Tenants Union,
Inc., 42 Ohio St.2d 242 (1975), syllabus. Without sufficient factual support, conclusory
statements involving elements of a claim cannot withstand a motion to dismiss.
Olthaus v. Niesen, 2023-Ohio-4710, ¶ 8 (1st Dist.). But Ohio is a notice-pleading
jurisdiction, and plaintiffs are not required to prove their cases at the pleading stage.
Maternal Grandmother, ADMR v. Hamilton Cty. Dept. of Job & Family Servs., 2021-
Ohio-4096, ¶ 7, 16.
B. Second Assignment of Error: Implied-in-fact contract
{¶9} Walker argues that the trial court erroneously dismissed her claim for
breach of an implied-in-fact contract. She maintains that the trial court (1) used an
incorrect legal standard, and (2) resolved factual disputes against her involving
whether mutual assent existed.
1. Implied-in-fact contracts
{¶10} To state a claim for breach of contract, a party must plead facts showing
“(1) the existence of a valid contract between the parties, (2) the other party’s failure
to perform where performance is due, and (3) damages.” Nationstar Mtge., LLC v.
Krehnbrink, 2025-Ohio-4445, ¶ 50 (1st Dist.). Walker challenges the trial court’s
5 OHIO FIRST DISTRICT COURT OF APPEALS
determination that no contract existed between her and Chase.
{¶11} A contract is one or more promises, which, upon breach, give rise to a
cause of action. Deffren v. Johnson, 2021-Ohio-817, ¶ 16 (1st Dist.). Under Ohio law,
contracts may be express, implied in fact, or implied in law (quasi-contract). Linder v.
Am. Natl. Ins. Co., 2003-Ohio-5394, ¶ 18 (1st Dist.), citing Legros v. Tarr, 44 Ohio
St.3d 1, 6 (1989). Express contracts involve the parties mutually assenting to the
contract’s terms through an explicitly stated offer and acceptance. Legros at 6. An
implied-in-fact contract also requires mutual assent, but no express offer and
acceptance are necessary; instead, the existence of the contract and its terms are
determined by viewing the “surrounding circumstances which made it inferable that
the contract exists as a matter of tacit understanding.” Legros at 6-7.
{¶12} The party claiming the existence of an implied-in-fact contract bears a
“heavy burden” to “‘“demonstrate the existence of each element necessary to the
formation of a contract including, inter alia, the exchange of bilateral promises,
consideration and mutual assent.”’” Deffren at ¶ 19, quoting Sagonowski v. The
Andersons, Inc., 2005-Ohio-326, ¶ 14 (6th Dist.), quoting Bowes v. Toledo Collision—
Toledo Mechanical, Inc., 2000 Ohio App. LEXIS 3727, *9 (6th Dist. Aug. 18, 2000).
While the parties’ mutual assent to enter an implied-in-fact contract is inferred from
the circumstances, the facts must show that the parties actually intended to enter a
contract. Id.
2. Walker’s complaint contains no facts that could show an implied-in-fact contract
{¶13} Initially, Walker argues the trial court applied the incorrect legal
standard when it found that Walker’s complaint lacked any factual allegations
suggesting that Chase “promised [Walker] access to credit in exchange for personally
6 OHIO FIRST DISTRICT COURT OF APPEALS
identifiable information.” She claims this conflated the requirements for an express
contract with an implied-in-fact contract. She is incorrect. Walker’s pleading an
implied-in-fact contract claim does not relieve her from the obligation to plead facts
showing that Chase agreed to enter into a contract with her. As explained, while an
implied-in-fact contract does not include an express offer and acceptance, Walker had
to allege facts demonstrating the formation of a contract, including mutual assent,
consideration, and bilateral promises. Deffren at ¶ 19, quoting Sagonowski at ¶ 14,
quoting Bowes at *9. In other words, to survive a Civ.R. 12(B) motion, Walker’s
complaint had to allege facts that, if believed, showed that Chase promised to provide
Walker with something of value.
{¶14} But Walker’s complaint does not allege any facts suggesting that her
submission of a credit-card application and Chase’s processing of the application,
along with its retention of her identifying information, created an implied-in-fact
contract.
{¶15} A consumer’s submitting a credit-card application and a bank’s
processing that application does not form a contract entitling the applicant to a line of
credit. See Bank One, Columbus, N.A. v. Palmer, 63 Ohio App.3d 491, 493-494 (10th
Dist. 1989) (credit-card applicant submitted an application, which was denied, and
“therefore, no cardholder contract could have existed between her and the bank.”); see
also Guridy v. Am. Express Co., 2025 U.S. Dist. LEXIS 105671, *6 (N.D.Ohio June 4,
2025) (“[T]he only clear facts Guridy alleges on the face of her complaint are that she
submitted an online application to Amex for a platinum credit card, which Amex
denied . . . Such facts are insufficient to state any plausible claim against Amex under
federal or state law.”); Discover Bank v. Wyley, 2025-Ohio-104, ¶ 11 (8th Dist.)
(“Credit card agreements are contracts whereby the issuance and use of a credit card
7 OHIO FIRST DISTRICT COURT OF APPEALS
creates a legally binding agreement.” (Emphasis added.)).
{¶16} Walker argues that her claim “concerns the use of Appellant’s data, not
a promise of credit. The denial is a separate event and is not relevant to the existence
of the contract regarding the commercial data.” But Walker’s amended complaint
alleged that Chase retained her personal information without providing “any
reciprocal benefit.” And under these facts, the only plausible “reciprocal benefit”
would be the credit for which she applied. Accordingly, her complaint did claim that
Chase should have issued her credit in exchange for Walker submitting an application
containing personal information, which Chase retained.
{¶17} Walker’s application containing her personal information did not create
a contract requiring Chase to provide her a line of credit. That Chase may have
obtained some residual benefit from retaining her personal information does not, on
its own, establish that a contract was formed. See Legros, 44 Ohio St.3d at 7
(distinguishing between implied-in-fact contracts and implied-in-law (quasi-
contracts) where, while there is no meeting of the minds, “civil liability arises out of
the obligation cast by law upon a person in receipt of benefits which he is not justly
entitled to retain.”).
{¶18} Moreover, the amended complaint includes no allegations supporting
an inference that Chase promised Walker it would do anything in exchange for her
submitting a credit-card application. Walker alleged nothing that would support an
inference that Chase agreed not to retain her data unless it issued her credit. The facts,
viewed in the light most favorable to Walker, do not establish a mutual assent to the
contract terms Walker argues exist.
{¶19} We overrule Walker’s second assignment of error.
8 OHIO FIRST DISTRICT COURT OF APPEALS
C. Third Assignment of Error: Unjust enrichment
{¶20} Walker asserts that the trial court erroneously dismissed her unjust-
enrichment claim because it deemed her allegation that she conferred a benefit on
Chase to be conclusory, and it improperly resolved factual issues regarding the benefit
she provided Chase against Walker.
{¶21} The equitable doctrine of unjust enrichment allows a party to “recover
the reasonable value of services rendered in the absence of an express contract if
denying such recovery would unjustly enrich the opposing party.” Deffren, 2021-Ohio-
817, at ¶ 10 (1st Dist.). To state a claim for unjust enrichment, a party must plead facts
showing “(1) a benefit conferred by a plaintiff upon a defendant, (2) knowledge by the
defendant of the benefit, and (3) retention of a benefit by the defendant under
circumstances where it would be unjust to do so without payment of its value.” Id.,
quoting Estate of Neal v. White, 2019-Ohio-4280, ¶ 9 (1st Dist.). Generally, a party
cannot maintain an unjust-enrichment claim where the subject of the claim is
governed by an enforceable express or implied-in-fact contract. Id., citing Ryan v.
Rival Mfg. Co., 1981 Ohio App. LEXIS 14729, *3 (1st Dist. Dec. 16, 1981).
{¶22} The trial court found that Walker failed to alleged facts supporting an
inference that Chase benefited from retaining Walker’s personal information. Walker
argues that her complaint sufficiently alleged a conferred benefit by stating that Chase
used her information “for monetization purposes.” On appeal, Walker asserts that it is
a “well-known fact in the financial industry, that a bank’s ability to use customer data
for regulatory calculations provides a substantial, monetizable benefit. This benefit
includes, but is not limited to, optimizing capital reserves, managing risk exposure,
and avoiding regulatory penalties.”
{¶23} The trial court correctly determined that Walker’s assertion that she
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conferred a benefit upon Chase was conclusory. She did not allege that her personal
information itself had intrinsic monetary value or that Chase sold her information for
a profit. See Brooks v. Peoples Bank, 732 F.Supp.3d 765, 782 (S.D.Ohio 2024)
(“Plaintiffs cannot recover the ‘value’ of their [personal information] because they fail
to allege Limestone benefited in that amount, for example by selling or profiting off of
their [personal information] in any way, or, frankly, that Plaintiffs were deprived of
the value of their [personal information] when they gave it to Limestone.”). Absent any
facts—other than banking jargon—that support a reasonable inference that Chase
received any benefit from Walker’s personal information, her unjust-enrichment
claim cannot succeed. We overrule Walker’s third assignment of error.
D. Fourth Assignment of Error: Conversion
{¶24} Walker argues that the trial court “misapplied the concept of
‘dispossession of ownership’ in the context of data.”
{¶25} “Conversion is the wrongful exercise of dominion over property to the
exclusion of the rights of the owner or the withholding of the property from the owner’s
possession under a claim inconsistent with the owner’s rights.” Bunta v. Superior
VacuPress, L.L.C., 2022-Ohio-4363, ¶ 20. If the defendant lawfully obtained
possession of the plaintiff’s property, then the plaintiff must also establish (1) the
plaintiff demanded the return of the property, and (2) the defendant refused to return
the property. Alexander v. Motorists Mut. Ins. Co., 2012-Ohio-3911, ¶ 20 (1st Dist.).
{¶26} Walker’s complaint established that Chase lawfully gained possession of
Walker’s personal information because she voluntarily submitted a credit application.
But Walker did not assert she demanded Chase return her information or that Chase
refused to do so. Her appellant brief concedes this point stating that the “[a]mended
complaint may have omitted the specific allegation of a demand and refusal.”
10 OHIO FIRST DISTRICT COURT OF APPEALS
{¶27} The trial court properly dismissed Walker’s conversion claim, so we
overrule Walker’s fourth assignment of error.
E. Fifth Assignment of Error: Breach of Fiduciary Duty
{¶28} Walker argues that the trial court erred by dismissing this claim because
“special circumstances” existed giving rise to a fiduciary duty.
{¶29} Walker’s fiduciary-duty claim required factual allegations showing (1)
existence of a duty created through a fiduciary relationship, (2) Chase’s failure to
observe the duty, and (3) an injury proximately caused by that failure. Mills Fence Co.,
LLC v. Kinne, 2025-Ohio-2247, ¶ 10 (1st Dist.). “‘A fiduciary relationship is one in
which special confidence and trust is reposed in the integrity and fidelity of another
and there is a resulting position of superiority or influence, acquired by virtue of this
special trust.’” Id. at ¶ 11, quoting State v. Massien, 2010-Ohio-1864, ¶ 35. “‘A
“fiduciary” is “a person having a duty, created by his undertaking, to act primarily for
the benefit of another in matters connected with his undertaking.”’” Branson v. Fifth
Third Bank, 2025-Ohio-4396, ¶ 71 (1st Dist.), quoting Health Alliance of Greater
Cincinnati v. Christ Hosp., 2008-Ohio-4981, ¶ 20 (1st Dist.), quoting Groob v.
KeyBank, 2006-Ohio-1189, ¶ 16.
{¶30} Walker alleged no facts establishing that Chase owed her a fiduciary
duty. Chase and Walker’s only interaction, according to the complaint, involved
Walker’s request for a line of credit and Chase’s processing her application, denying
her application, and retaining her information. Walker, however, argues that the trial
court ignored the “special circumstances” present in this case that should give rise to
a fiduciary duty, including (1) her providing her personal information to Chase, (2)
Chase’s position as a sophisticated financial institution with “superior knowledge
regarding the use and value of this data,” (3) Chase’s having “operationalized” her
11 OHIO FIRST DISTRICT COURT OF APPEALS
personal information to “meet its binding regulatory obligations,” and (4) Chase’s
nondisclosure of its intent to use her data to do so. These allegations do not establish
that Chase owed Walker a fiduciary duty. Instead, they suggest that Chase had a motive
at the outset of the relationship to use Walker’s data to determine whether to enter
into a contractual business relationship.
{¶31} Chase and Walker’s interactions did not create even a debtor-creditor
relationship, which would itself be insufficient to establish a fiduciary relationship. See
Mills at ¶ 19; Umbaugh Pole Bldg. Co. v. Scott, 58 Ohio St.2d 282, 286 (1979). Walker
alleged no facts suggesting that Chase engaged in any undertaking on her behalf that
might have required it to act primarily for her benefit.
{¶32} We overrule Walker’s fifth assignment of error.
F. Sixth Assignment of Error: Constructive Fraud
{¶33} Walker argues that the trial court erred in dismissing her constructive-
fraud claim because it applied the standard for “actual fraud” to her constructive-fraud
claim, improperly requiring her to plead “a false representation, knowledge of falsity .
. . and intent to mislead.”
{¶34} Constructive fraud is the “‘breach of a legal or equitable duty, which,
irrespective of moral guilt of the fraud feasor, the law declares fraudulent, because of
its tendency to deceive others, to violate public or private confidence, or to injure
public interests.’” Cohen v. Estate of Cohen, 23 Ohio St.3d 90, 91 (1986), quoting
Stanley v. Sewell Coal Co., 169 W.Va. 72, 76 (1981). Constructive fraud typically occurs
where parties to a contract have a fiduciary or confidential relationship, due to a
party’s failure to disclose material facts where the party is under a duty to speak.
Downing v. Downing, 2023-Ohio-2673, ¶ 33 (1st Dist.), quoting Cohen at 92, citing
Carmen v. Carmen, 2012-Ohio-3255, ¶ 20 (8th Dist.), quoting Layman v. Binns, 35
12 OHIO FIRST DISTRICT COURT OF APPEALS
Ohio St.3d 176, 178 (1988). The duty to disclose material facts applies only to facts that
the other party did not and reasonably could not have known. See Saxe v. Dlusky,
2010-Ohio-5323, ¶ 29 (10th Dist.). A duty to provide information may arise from a
fiduciary relationship or in situations “‘where one party imposes confidence in the
other because of that person’s position, and the other party knows of this confidence.’”
Schmitz v. NCAA, 2016-Ohio-8041, ¶ 64 (8th Dist.), quoting Cent. States Stamping
Co. v. Terminal Equip. Co., 727 F.2d 1405, 1409 (6th Cir. 1984).
{¶35} Constructive fraud does not require fraudulent intent. Cohen at 92. But
a constructive-fraud claim, like an actual-fraud claim, must be pled with particularity
under Civ.R. 9(B). Id. at ¶ 66; see Kobal v. Edward Jones Secs., 2021-Ohio-1088, ¶ 20
(8th Dist.). Moreover, parties asserting constructive fraud must allege detrimental
reliance. Oak Hill Invest. Co. v. Jablonski, 605 N.E.2d 998 (6th Dist. 1992).
{¶36} The trial court incorrectly cited actual-fraud elements. But its decision
rested on Walker’s failure to allege facts supporting an inference that Chase owed
Walker a duty to disclose information, a requirement common to both actual- and
constructive-fraud claims.
{¶37} At most, the trial court’s reciting actual-fraud elements was harmless
error because the trial court’s finding that Chase did not owe Walker a duty to disclose
was correct. Chase and Walker were not in a fiduciary relationship. They were not
parties to a contract. This was not a situation where Walker might have “impose[d]
confidence” in Chase because of Chase’s position, or that Chase would have any reason
to know about that confidence. Walker did not allege detrimental reliance—nothing in
her complaint suggested that had she known Chase would use her personal
information for internal uses, she would not have submitted her credit application.
And as Walker asserts that Chase’s use of her personal information is “a well-known
13 OHIO FIRST DISTRICT COURT OF APPEALS
fact,” Chase had no duty to disclose information because Walker already knew that
Chase would use her personal information.
{¶38} The trial court properly dismissed Walker’s constructive-fraud claim, so
we overrule her sixth assignment of error.
G. Seventh Assignment of Error: Declaratory Judgment/Accounting
{¶39} Walker challenges the trial court’s dismissing her declaratory-judgment
action and request for an accounting.
1. Declaratory judgment
{¶40} Walker asserts the trial court’s finding that “no real controversy exists”
was “a fundamental misapplication of the law.” Yet, Walker cites no law involving
declaratory actions. Walker fails to provide our standard of review and does not cite
law involving when a trial court may dismiss a declaratory-judgment action. She also
fails to define “actual controversy” for declaratory-judgment purposes.
{¶41} But even if Walker had provided authority and developed a cognizable
argument, no genuine controversy existed between Walker and Chase. There was no
contract, no relationship, no promises, and no representations. Nothing amounts to
an actual controversy.
2. Accounting
{¶42} Walker’s request for an accounting is a remedy, not a cause of action,
and cannot exist on its own without a viable claim. See Meehan v. Mardis, 2019-Ohio-
4075, ¶ 8 (1st Dist.). Here, no viable claims exist.
{¶43} We overrule Walker’s seventh assignment of error.
H. First Assignment of Error: Complaint as a whole
{¶44} Because we hold that the trial court properly dismissed all of Walker’s
claims, we overrule Walker’s first assignment of error, which challenges the trial
14 OHIO FIRST DISTRICT COURT OF APPEALS
court’s dismissing her amended complaint as a whole.
III. Conclusion
{¶45} We overrule Walker’s assignments of error and affirm the trial court’s
judgment.
Judgment affirmed.
ZAYAS, P.J., and CROUSE, J., concur.