232 F. Supp. 3d 1243
S.D. Fla.2017Background
- Plaintiffs (members of a certified 65-member class) purchased refundable Club memberships at the Ritz‑Carlton Golf Club & Spa Jupiter; deposits totaled $4,849,000.
- Memberships were governed by a Membership Agreement, Membership Plan, and Rules; refundable memberships entitled members to deposit refunds upon certain events (termination, category termination, recall, or discontinuance of substantially all facilities).
- Members could submit written notice of a “desire” to resign and be placed on a resignation waiting list; the Plan required waiting‑list members to continue paying dues, fees, and charges until reissuance, and allowed refunds when reissued.
- Defendant (Jupiter Golf Club, LLC, d/b/a Trump National Golf Club Jupiter) purchased the Club and, by PSA, assumed the obligation to repay refundable deposits per the Delivered Club Documents.
- On Dec. 17, 2012 Defendant sent members (including Plaintiffs) a letter offering three options; members who remained on the resignation list were told they would be “out,” denied Club access after Dec. 31, 2012, and initially told they would not owe dues but later were charged annual dues starting Feb. 2013.
- The court found Defendant denied waiting‑list members access solely because of their resignation status, and that Defendant failed to refund deposits within 30 days after recalling memberships.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a member who gives written notice of a desire to resign but remains in good standing retains the right to use Club facilities until the membership is reissued | Members argue the Plan, Agreement, and course of performance show waiting‑list members remain active and retain access while in good standing | Defendant argues the Plan does not expressly guarantee access and that it could refuse access to waiting‑list members | Held: Interpreting documents together and considering course of performance, waiting‑list members retained membership status and the right to use Club facilities while in good standing |
| Whether Defendant’s denial of access to waiting‑list members constituted a “recall” of memberships triggering refund obligations | Plaintiffs: the categorical denial of all access was a recall (revocation) under the Agreement, entitling them to refunds within 30 days | Defendant: recall is more limited and did not occur here (argued specific, narrower contexts) | Held: Denial of access amounted to a recall (revocation/cancellation) of memberships; refunds were due and Defendant materially breached by not paying within 30 days |
| Effect of Defendant’s actions on members’ obligations to pay dues, fees, and charges after access was denied | Plaintiffs: material breach excused further payment obligations as of Jan. 1, 2013 | Defendant: continued to charge dues (after initially saying they would not) | Held: Material breach excused Class Members’ obligation to pay dues, fees, and mandatory charges accruing on/after Jan. 1, 2013 |
| Remedies and damages available to the Class | Plaintiffs sought contract damages (refunds) and declaratory/injunctive relief | Defendant disputed liability and scope of remedies | Held: Judgment for Plaintiffs and Class for principal $4,849,000; declaratory relief that Class owes no amounts for dues/fees/charges arising on/after Dec. 31, 2012; injunctive relief unnecessary |
Key Cases Cited
- Feldkamp v. Long Bay Partners, LLC, 773 F. Supp. 2d 1273 (M.D. Fla. 2011) (club‑membership contract principles and interpretation)
- Merin Hunter Codman, Inc. v. Wackenhut Corr. Corp., 941 So. 2d 396 (Fla. 4th DCA 2006) (elements of breach of contract)
- Wash. Nat’l Ins. Corp. v. Ruderman, 117 So. 3d 943 (Fla. 2013) (unambiguous contract must be enforced according to plain meaning)
- Bombardier Capital, Inc. v. Progressive Mktg. Grp., Inc., 801 So. 2d 131 (Fla. 4th DCA 2001) (drawing inferences from unambiguous contract language)
- Blackhawk Heating & Plumbing Co. v. Data Lease Fin. Corp., 302 So. 2d 404 (Fla. 1974) (courts may adopt reasonable party construction from course of performance)
- Old Colony Trust Co. v. City of Omaha, 230 U.S. 100 (U.S. 1913) (course of performance is persuasive in contract interpretation)
- Bethany Trace Owners’ Ass’n, Inc. v. Whispering Lakes I, LLC, 155 So. 3d 1188 (Fla. 2d DCA 2014) (contracts should be read harmoniously to give effect to all provisions)