201 So. 3d 654
Fla. Dist. Ct. App.2016Background
- In 2006 Vincent and Beth Gualtieri joined the Verandah golf club, signing a Membership Agreement and paying a $40,000 initiation deposit.
- The Agreement incorporated a Membership Plan and Rules "as the same may be amended from time to time" and stated membership conferred no vested right to use club facilities.
- The Agreement provided refunds to resigned members under a "one in, one out" waiting-list policy at the time the Gualtieris joined.
- In 2009 Verandah amended the Membership Plan to change refunds to a "three in, one out" formula and notified members by email; the Gualtieris did not object then.
- The Gualtieris resigned in 2014; Verandah applied the three-for-one rule. The Gualtieris sued for immediate return of their $40,000 deposit.
- The trial court granted summary judgment for the Gualtieris and ordered immediate payment; Verandah appealed.
Issues
| Issue | Gualtieri's Argument | Verandah's Argument | Held |
|---|---|---|---|
| Whether Verandah could unilaterally amend the refund provision by amending the Membership Plan | The amendment breached the Agreement because the refund obligation was a vested contractual right not subject to unilateral amendment | Paragraph 7 authorized amendments to the Membership Plan and Rules, so Verandah could change refund administration; members had no vested rights | Court: Amendment power was limited to membership/use privileges; refund obligation remained a vested contractual right and Verandah could not amend it |
| Whether plaintiffs were entitled to immediate refund damages | Breach justified immediate $40,000 refund because the club was administering the waiting list under the amended policy | Even if amendment was impermissible, plaintiffs did not prove they were due an immediate refund (they remained far down the resigned list) | Court: Summary judgment awarding immediate payment reversed; plaintiffs did not establish entitlement to immediate refund; remanded to determine when refund would become due |
Key Cases Cited
- Syvrud v. Today Real Estate, Inc., 858 So. 2d 1125 (Fla. 2d DCA 2003) (de novo review of contract interpretation and summary judgment)
- Avatar Props., Inc. v. Greetham, 27 So. 3d 764 (Fla. 2d DCA 2010) (external document incorporated by reference is part of the agreement)
- Feldkamp v. Long Bay Partners, LLC, 773 F. Supp. 2d 1273 (M.D. Fla. 2011) (club amendment clause allowed changes to use/operation but not to vested refund obligation)
- Hamlet Country Club, Inc. v. Allen, 622 So. 2d 1081 (Fla. 4th DCA 1993) (bylaws amendment permitted where rights were vested in amendable bylaws)
- Lindon v. Dalton Hotel Corp., 49 So. 3d 299 (Fla. 5th DCA 2010) (damages aim to restore party to position absent breach, not to improve position)