773 F. Supp. 2d 1273
M.D. Fla.2011Background
- LBP developed golf club facilities and Shadow Wood Preserve; Feldkamps entered into a real estate purchase and obtained a $92,000 resident golf membership deposit with a $30,000 credit toward the deposit.
- The deposit was to be refunded 100% within 30 days after written resignation, or after 30 years if later, under the Membership Plan and related documents.
- The Feldkamps signed an Addendum acknowledging refund terms, and LBP accepted their membership despite a signed Addendum attempting to modify terms.
- LBP suspended the refund policy in 2008 and later refused to refund the deposit after the Feldkamps resigned with written notice dated March 18, 2009.
- The case was filed April 27, 2009; the court granted partial summary judgment on Counts I and II, dismissed Count IV, and denied mootness arguments while addressing Counts III and IV.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Contract existence and interpretation of refund obligation | Feldkamps argue a 100% refund within 30 days, not subject to unilateral amendment | LBP claims amendment rights apply to Membership Plan but not the refund obligation | Refund obligation vested and unilaterally suspending/amending violated contract terms. |
| Whether LBP could unilaterally suspend or amend the refund | No unilateral change; refund rights fixed by contract | Reservation to amend permitted changes to Club rights | Unilateral suspension/amendment of the refund obligation is unenforceable. |
| Proper measure of damages for breach | Recover $92,000 plus related credits | Credit and other considerations reduce recoverable amount | Damages awarded: $92,000 plus prejudgment interest; exclusion of non-breaching-house damages. |
| FUFTA claim viability | Count IV pled fraud/transfer schemes | Pleading deficiencies persist; insufficient transfers identified | Count IV dismissed for failure to plead with Rule 8 precision and necessary parties. |
Key Cases Cited
- First Florida Bank v. Fin. Transaction Sys., Inc., 522 So. 2d 891 (Fla. 2d DCA 1988) (cannot amend bylaw to deprive vested contractual rights; bylaw amendments not to impair contract rights)
- Johnson Enters. of Jacksonville, Inc. v. FPL Grp., Inc., 162 F.3d 1290 (11th Cir. 1998) (illusory contract where promisor retains broad unilateral discretion)
- Hamlet Country Club, Inc. v. Allen, 622 So.2d 1082 (Fla. 4th DCA 1993) (club contract interpreted by its terms; bylaws amendments do not defeat vested rights)
- Susi v. St. Andrews Country Club, Inc., 727 So.2d 1058 (Fla. 4th DCA 1999) (bylaws amendment context; distinguish from fixed refund promise in contract)
- Rose v. M/V Gulf Stream Falcon, 186 F.3d 1345 (11th Cir. 1999) (plain language governs; read contract as whole to give effect to terms)