PRACTICE AREA OVERVIEW
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A Southeastern resort developer requested our assistance in designing and documenting a corporate and residential member program for
a new 36-hole semi-private club, residential and hotel facility. The membership plan required integration of hotel guest access with off
premise corporate member privileges, unaffiliated group outings, daily fee play and residential lot owner access preferences.
A golf course management company asked us to assist in designing and implementing a residential membership program for a new full
service, semi-private country club. The legal work included critique and recommendations regarding the subdivision declarations,
development loan agreement, joint venture agreement with the land developer and determining requirements for escrow of membership
sales proceeds pending completion of the facilities.
A Midwestern developer retained us to prepare a membership plan for a private membership club being developed simultaneously with a
surrounding residential subdivision. We reviewed and made recommendations with respect to the Declaration of Covenants and
Restrictions for the subdivision to ensure that vested rights or easements were not created, inuring to the benefit of the residential lot
purchasers. We prevailed on the developer to exclude the golf course from the legal description for the residential subdivision and to
separate it entirely, thereby avoiding undesirable potential legal claims that might be made on the Club by either the lot purchasers or the
homeowners association. We also suggested and furnished sample forms of reciprocal easements between the Club and the subdivision
to ensure an equitable allocation for contribution for subdivision amenities used by both the Club and the subdivision lot owners and to
protect the Club's boundaries and provide for necessary easements.
a new 36-hole semi-private club, residential and hotel facility. The membership plan required integration of hotel guest access with off
premise corporate member privileges, unaffiliated group outings, daily fee play and residential lot owner access preferences.
A golf course management company asked us to assist in designing and implementing a residential membership program for a new full
service, semi-private country club. The legal work included critique and recommendations regarding the subdivision declarations,
development loan agreement, joint venture agreement with the land developer and determining requirements for escrow of membership
sales proceeds pending completion of the facilities.
A Midwestern developer retained us to prepare a membership plan for a private membership club being developed simultaneously with a
surrounding residential subdivision. We reviewed and made recommendations with respect to the Declaration of Covenants and
Restrictions for the subdivision to ensure that vested rights or easements were not created, inuring to the benefit of the residential lot
purchasers. We prevailed on the developer to exclude the golf course from the legal description for the residential subdivision and to
separate it entirely, thereby avoiding undesirable potential legal claims that might be made on the Club by either the lot purchasers or the
homeowners association. We also suggested and furnished sample forms of reciprocal easements between the Club and the subdivision
to ensure an equitable allocation for contribution for subdivision amenities used by both the Club and the subdivision lot owners and to
protect the Club's boundaries and provide for necessary easements.
The members of a Mid-Atlantic country club asked us to
represent them in connection with the turnover of the Club to
the members by the developer. We worked with local counsel
to restructure the developer-originated purchase agreement,
avoiding severe income tax problems that arose because of the
nature of the developer's prior method of operating the Club
and to ferret out and identify environmental and other legal
concerns which were not evident to the members.
represent them in connection with the turnover of the Club to
the members by the developer. We worked with local counsel
to restructure the developer-originated purchase agreement,
avoiding severe income tax problems that arose because of the
nature of the developer's prior method of operating the Club
and to ferret out and identify environmental and other legal
concerns which were not evident to the members.
The members of a prestigious Mid-Atlantic club which had previously hosted several USGA golf events were concerned that their
membership practices might be held suspect by the organization which was contemplating holding a nationally televised tour event on
one of their golf courses. We counseled with the Club and exposed the Club directors to the legal, media and other issues involved.
The Club was able to persuade the tournament promoter that, notwithstanding the Club's lack of diversity in its membership
constituency, the Club was a suitable location for the proposed event.
In another similar scenario, another Mid-Atlantic club which had previously held nationally televised golf tournaments was also
approached by a perennial tournament promoter. In this case, after we counseled with the Club, the Club determined to forbear
changing its membership practices solely to suit the public relations needs of the tournament promoter and refrained from holding the
tournament, primarily to avoid potential claims from prospective members who had been informed they were on a priority waiting list.
In response to a request by a Midwestern private club developer, we were able to work in conjunction with a national accounting firm to
devise a membership plan which avoided recognition of income with respect to membership contributions made by new members.
Additionally, we were able to supply the developer with persuasive arguments to convince a lender to alter the terms of a development
loan to make completion of the golf club project consistent with both the terms of the membership plan and the economic needs of the
overall project.
membership practices might be held suspect by the organization which was contemplating holding a nationally televised tour event on
one of their golf courses. We counseled with the Club and exposed the Club directors to the legal, media and other issues involved.
The Club was able to persuade the tournament promoter that, notwithstanding the Club's lack of diversity in its membership
constituency, the Club was a suitable location for the proposed event.
In another similar scenario, another Mid-Atlantic club which had previously held nationally televised golf tournaments was also
approached by a perennial tournament promoter. In this case, after we counseled with the Club, the Club determined to forbear
changing its membership practices solely to suit the public relations needs of the tournament promoter and refrained from holding the
tournament, primarily to avoid potential claims from prospective members who had been informed they were on a priority waiting list.
In response to a request by a Midwestern private club developer, we were able to work in conjunction with a national accounting firm to
devise a membership plan which avoided recognition of income with respect to membership contributions made by new members.
Additionally, we were able to supply the developer with persuasive arguments to convince a lender to alter the terms of a development
loan to make completion of the golf club project consistent with both the terms of the membership plan and the economic needs of the
overall project.
We assisted members of a Southeastern developer-owned club in negotiating a turnover
of the Club facilities at a price considerably more favorably to the members than the price
originally offered by the developer. At the same time, we were able to assist the
members in devising a program which successfully achieved the acquisition of control of
the Club, but forestalling the liability for operating deficits until the developer
demonstrated the Club could be operated on at least a break even basis.
In response to a request by an internationally known Western resort, we structured a
non-equity membership plan for the Club facilities owned by the resort operator, but
which preserved the operator's ownership prerogatives and avoided potential claims of
existing homeowners. Access rights of existing homeowners were protected
simultaneously with creating a new bundle of rights for those homeowners and others
who desired to have membership participation.
A Southeastern club turned down a prospective member who threatened
the Club with a lawsuit. We counseled with the Club officers and a
procedure was worked out consistent with the Bylaws to reconsider the
prospect's credentials. Further, we suggested revisions to the membership
admission practices to ensure the Club would be able to support future
rejections, should they be necessary and to minimize potential liability for
rejections.
Several clubs have called us from time to time with regard to EEOC
complaints. We have been able in those cases where the clubs were tax
exempt, distinctly private clubs, to induce the EEOC to close their file
based upon the statutory exemption available for tax exempt, distinctly
private clubs. In those cases where one or more of the Club's practices or
policies made their private status suspect, we suggested reformation of the
practices to ensure the Club would be able to sustain the Club's private
status in the face of current EEOC attacks on the private club exemption
under Title VII.
the Club with a lawsuit. We counseled with the Club officers and a
procedure was worked out consistent with the Bylaws to reconsider the
prospect's credentials. Further, we suggested revisions to the membership
admission practices to ensure the Club would be able to support future
rejections, should they be necessary and to minimize potential liability for
rejections.
Several clubs have called us from time to time with regard to EEOC
complaints. We have been able in those cases where the clubs were tax
exempt, distinctly private clubs, to induce the EEOC to close their file
based upon the statutory exemption available for tax exempt, distinctly
private clubs. In those cases where one or more of the Club's practices or
policies made their private status suspect, we suggested reformation of the
practices to ensure the Club would be able to sustain the Club's private
status in the face of current EEOC attacks on the private club exemption
under Title VII.
On behalf of a national trade association client, we were able to obtain a deferral of a California Air Quality Board mandate for zero
emission standards. The deferral enabled the Association's members' customers (golf clubs) needed additional time to plan for
conversion of equipment sold or leased to the customers by the Association members.
Fred L. Somers, Jr., P.C.
2 Ravinia Drive, Suite 1200
Atlanta, GA 30346-2130
770-394-7200
770-454-0138 fax
fsomers@somerslawfirm.org
Atlanta, GA 30346-2130
770-394-7200
770-454-0138 fax
fsomers@somerslawfirm.org
© 2008 Fred L. Somers, Jr., P.C.