Not what you're
looking for? Try an advanced search.
Buy This Entire Record For
Hart v. CF Arcis VII LLC
United States District Court, W.D. Washington, Seattle
August 2, 2018
LAWRENCE HART, et al., Plaintiffs,
CF ARCIS VII LLC d/b/a THE CLUB AT SNOQUALMIE RIDGE d/b/a TPC AT SNOQUALMIE RIDGE and d/b/a SNOQUALMIE RIDGE GOLF CLUB, et al., Defendants.
ORDER GRANTING IN PART AND DENYING IN PART MOTION TO
RICARDO S. MARTINEZ CHIEF UNITED STATES DISTRICT JUDGE
matter comes before the Court on Defendants' Motion to
Dismiss. Dkt. #20. Defendants argue that Plaintiffs'
claims should be dismissed in their entirety, with prejudice,
because Plaintiffs fail to state any claim upon which relief
may be granted. Id. Plaintiffs oppose the motion.
Dkt. #23. For the reasons discussed below, Plaintiffs'
claims will be dismissed in part as discussed below.
matter was initially filed in King County Superior Court on
or around December 8, 2017. Dkt. #1. Defendants removed the
matter to this Court on December 28, 2017, pursuant to the
Class Action Fairness Act (“CAFA”), and, in the
alternative, on the basis of diversity jurisdiction.
Id. Since the removal of this matter, Plaintiffs
have file a Second Amended Complaint. Dkt. #18. Plaintiffs
allege as follows:
4.1 Home to the only Jack Nicklaus Signature Course in
Washington, the Club [at Snoqualmie Ridge] is a
membership-only golf and country club located in Snoqualmie,
4.2 From its founding to the present, the Club has offered
Refundable Memberships for sale to the general public. Those
who purchase Refundable Memberships pay a large, onetime
membership fee in the tens of thousands of dollars
(“Membership Fee”), and pay dues each month
4.3 To become Club members, applicants must also complete and
agree to abide by a Membership Agreement and the Club's
Membership and Operating Policies (the “Rules”).
4.4 Defendant Brightstar owned and operated the Club through
July 2013 when it sold the Club to the Club Operator,
Defendant CF Arcis VII.
4.5 Brightstar advertised Refundable Memberships on its
public website and included the Refundable Memberships in
4.6 In concert with Defendants CF Arcis VII, Arcis Equity,
Arcis Golf, and Mr. Walker, the Club Operator expressly and
impliedly assumed the obligations of Defendant Brightstar
with respect to current and former members, except with
respect to the obligations under the Rules.
4.7 Plaintiffs purchased their Refundable Memberships prior
to the 2013 sale of the Club. The Rules in existence prior to
2013 give members the right to voluntarily resign and receive
a refund of a portion of the Membership Fee paid to join the
Club. These Rules entitle resigning members to receive
refunds once their memberships are re-issued to new members,
with the refund amounting to 70 percent of the of the
Membership Fee published at the time the Club Operator
re-issues the membership. While they wait for their
memberships to be reissued, resigning members are placed on a
waiting list that the Club Operator maintains (“Waiting
4.8 In May 2013, several months before the Arcis Defendants
purchased the Club, they colluded with Brightstar to
surreptitiously change the Rules (the “Revised
Rules”) without telling the members they had done so. A
true and correct copy of the Revised Rules is attached as
4.9 The Revised Rules changed Club procedures in two
significant ways. First, they altered the refund procedure.
The new refund procedure increased the number of Refundable
Memberships that needed to be sold before a former member
could receive a refund. Prior to 2013, for every three new
golf memberships sold, the former member at the top of the
Waiting List would receive their refund. Under the Revised
Rules, a golf membership was refunded for every four new golf
4.10 Second, the Revised Rules also authorized - for the
first time in Club history - the sale of non-refundable golf
memberships (“Non-Refundable Memberships”). These
Non-Refundable Memberships are approximately half the price
of Refundable Memberships. Except for the difference in price
and refundability, the Non-Refundable Memberships are
indistinguishable from the Refundable Memberships purchased
by Plaintiffs and class members. See
visited August 3, 2017).
4.11 Plaintiffs did not see the Revised Rules, and therefore
did not learn of the material and adverse revisions contained
within, until August 2015 when the Club Operator provided a
4.12 The Club Operator has since generated millions from the
sale of Non-Refundable Memberships. Meanwhile, on information
and belief, the sale of Refundable Memberships has all but
ceased since the Non-Refundable Memberships became available
for purchase. As a result, the refundability of the
Refundable Memberships is merely illusory.
4.13 The Rules in place prior to 2013 required that members
receive notice of potential Rule amendments by mail or
hand-delivery. To ensure compliance, the Rules also
prohibited Rule amendments from becoming effective unless
members received such notice.
4.14 In addition, the Rules in place prior to 2013 required
two-thirds of the Club's members to approve Rule
amendments that would materially adversely affect the rights
of members. Amendments that make it more difficult for
members to receive refunds of their Refundable Membership
Fees materially adversely affect the rights of members.
4.15 When Defendants changed the Rules in 2013, they did not
mail or hand-deliver to members the Revised Rules, which
materially adversely affected the ability of Club members to
receive refunds of their Refundable Memberships. Nor did
Defendants seek or obtain the approval of two-thirds of the
members. As a result, the Revised Rules are not valid.
4.16 On information and belief, Defendants drafted the
Revised Rules to prevent members from receiving refunds of
their Refundable Membership Fees.
4.17 Moreover, because Defendants drafted and adopted the
Revised Rules in secret and without notice to Plaintiffs and
proposed class members, Plaintiffs and proposed Class members
could not take advantage of a provision in the Rules that
allows Club members to resign, avoid the Waiting List
procedure, and ...
Buy This Entire Record For