Hongbo Han (plaintiff) was a member of the frequent-flyer program run by United Continental Holdings, Inc. (United) (defendant). The program’s rules, to which Han agreed, stated that flight miles were based on the “purchased ticket routing.” The rules also stated that miles were based on “paid flight miles.” Finally, the rules stated that the sole right to interpret and apply the rules belonged to United. Han sued United, claiming that the company breached the program agreement by awarding Han frequent-flyer miles based on the distance between airports, as opposed to the miles the plane actually traveled. The district court dismissed the complaint. Han appealed.