Skip to content
Photo of Glenn Gerena

Glenn A. Gerena is a community development and hospitality attorney, whose practice focuses on structuring and documentation for recreational club membership programs and community governance. Glenn has experience in a variety of transactions and agreements involving recreational facilities, resorts, and residential and mixed use communities.

Often, a club management agreement reads exactly like a hotel management agreement, with the word “hotel” changed to “club.” This should not be the case. Clubs have unique characteristics that should be considered in drafting a club management agreement.

1. If the club is a member-owned club, it is not a profit-seeking business. As a result, the management fee structure would not have a profit based incentive fee, but could have an incentive fee tied to membership sales and retention or members’ satisfaction.


Continue Reading Difference Between Club and Hotel Management Agreements

Equity club developers and equity club members often view turnover and member due diligence completely differently. The typical developer position is: “The Club will be turned over to the members ‘where is, as is’ in accordance with the club documents.” The typical equity member view is: “We want to find out if there is any problem with the Club facilities, membership program or Club finances, and we expect the developer to fix any problem.” Which position is right?

The developer is generally correct that all it is required to do is turn over the Club in accordance with the club documents, and most club documents provide for a “where is, as is” turnover. However, the club documents may include title, deficit funding, reserve, and accrued liability payment requirements. Turnover must comply with such requirements.

Club members may also look beyond the club documents, and claim certain rights by virtue of side agreements, correspondence, representations in marketing materials, and even alleged verbal representations. These materials should be reviewed, as well as any Club document disclaimers regarding such ancillary materials and representations.
Continue Reading Competing Interests at Equity Club Turnover

Florida MarinaThe long dormant boat slip and storage unit sales market is re-emerging after years of dismal sales. Marinas such as Sunset Harbour Yacht Club in Miami Beach, which had long slip sell lists a few years ago, now have waiting lists to buy slips, according to Ginger Hornaday of AquaMarine Global Group. The Sun-Sentinel recently reported on the re-emergence of the market for boat slip and boat storage sales in South Florida. The Sun-Sentinel noted an uptick in sales at Soverel Harbour Marina in Palm Beach Gardens and The Bluffs Marina in Jupiter, as well as the grand opening of the Dania Beach Boat Club, south of Fort Lauderdale. (Hemlock, Doreen. “‘Dockominium’ Sales Pick up Speed.” Sun Sentinel, Nov. 28, 2014, Money sec.)

Marina owners and boat storage facility developers will likely be considering new slip and storage unit offerings. Such owners and developers should consider the options for sales programs, and issues that impact the availability and desirability of the different options. Options for slip and boat storage sales programs include:

The days of the men’s golf club are over, and clubs that emphasize family oriented facilities are increasingly more common. Both traditional golf clubs and other clubs are struggling to define the family of members who have facilities use privileges. The trend is to expand the family definition, especially in resort and second home communities, to attract the family oriented market. Clubs have adopted a number of different family definitions:
Continue Reading Which Family is Welcome at the Club?

Clubs that resell resigned memberships generally have separate “sell lists” for each membership category. Therefore, if a club sells memberships in a different membership category, those sales do not trigger resales of resigned memberships and the corresponding refund payments to the resigned members. When clubs issue memberships in “new” categories, the question arises as to whether the new category is truly a different membership category. In two separate cases (one decided in August 2011 and the other in January 2014), resigned members of Hamilton Farms Golf Club challenged the club’s determination that membership sales in what the club called a new membership category did not count toward reissuing resigned memberships. In both cases, the club moved to dismiss the cases, and the court denied the motions, allowing the cases to proceed.


Continue Reading Resigned Members: It’s the Same Category

Lotz vs. Claremont Club, Court of Appeals, Division 2, California (August 15, 2013)

This decision illustrates both the general risk of club liability when liability waivers are unclear and when a club does not follow its written management policies and the unique risk of club liability when a club offers child care. In this case, a member’s child was injured playing dodgeball in the club’s childcare program. The trial court ruled that (i) a release signed by his father barred the claims, (ii) there was no evidence showing the club’s conduct amounted to gross negligence, and (iii) the injuries were an inherent risk in dodgeball. A finding of gross negligence was relevant because in California, a liability release for gross negligence is generally unenforceable. In an unpublished opinion, the Court of Appeals reversed and held that there were triable issues of material fact regarding each of the trial court’s findings.


Continue Reading Claremont Club Case: It’s Not Just Dodgeball

Warrender vs. Gull Harbor Yacht Club, Court of Appeals of North Carolina (August 6, 2013)

This decision illustrates the importance of reviewing and considering the impact of restrictive covenants on operations of a club or marina before acquiring or restructuring it.  The Court ruled on a number of issues related to the restrictive covenants in a residential community in litigation between the yacht club in the community and the lot owners.  Two issues in particular were crucial to the yacht club structure and operations.


Continue Reading Case Law Update: Community Covenants’ Impact on Club Operations

Caley vs. Glenmoor Country Club, Court of Appeals of Ohio, Fifth District, Stark County (November 4, 2013)

Disputes between clubs and members who hold refundable memberships have become common in an environment in which clubs have long membership resale lists. In this case in which resigned members demanded an immediate refund of initiation fees and challenged being prohibited from facilities use after resignation, the court relied solely on the club governing documents and chose to ignore claims by members of verbal representations and a written policy outside the governing documents cited by the Club. A summary of how the court considered each issue follows:


Continue Reading Case Law Update: Resigned Member Refund and Facilities Use

Redeveloping some or all of golf course land as residential or resort units often gives a golf course owner the opportunity to transform a failed golf course into a profitable venture. The oversupply of golf courses and the financial difficulty many courses face have been discussed in Hospitality Law Check-In (see Growing the Game of Golf and Club Membership Deposits in Bankruptcy) and golf industry publications. A golf course owner that cannot make a golf course profitable should investigate development opportunities for the golf course land. The golf course owner may even save the golf course by reconfiguring it to allow for limited development on a small portion, which may enhance the profitability of the golf course by generating new users such as new homeowners or resort guests.


Continue Reading Reincarnating Terminally Ill Golf Course