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Contract - Real property.

Byline: R.I. Lawyers Weekly Staff

Where plaintiff argued that it is entitled to use 43 prepaid golf memberships that it was assigned in connection with the sale of residential condominium units despite an agreement to which plaintiff claims it was not a party, the agreement is not binding upon plaintiff as a successor-in-interest.

Background

"Plaintiff Carnegie at One Tower Drive, LLC (Plaintiff) has filed a motion for summary judgment on its claims (1) that it is entitled to use forty-three prepaid golf memberships Plaintiff was assigned at the Carnegie Abbey Club (the Golf Club) in connection with the sale of residential condominium units at the Tower at Carnegie Abbey (the Tower), and

(2) that an October 9, 2009 Agreement (the 2009 Agreement), to which Plaintiff claims it was not a party, does not restrict the use of such memberships or otherwise require any additional payments to the Golf Club from Plaintiff or the Tower unit purchasers.

"This Court first finds that Carnegie Holdings and Plaintiff are successors in interest and

assigns to Carnegie Tower Development, a party to the 2009 Agreement.

"Upon reviewing the assignments, this Court finds them to be clear and unambiguous.

"However, even if Carnegie Holdings and Plaintiff are successors in interest to Carnegie

Tower Development, a party to the 2009 Agreement, the 2009 Agreement is an affirmative covenant that does not run with the land.

"Even if this Court were to find that Plaintiff was bound by the 2009 Agreement, a plain

reading of the 2009 Agreement allows Plaintiff to use the forty-three prepaid Golf Club

memberships to satisfy its requirements. Plaintiff first claims that the Harbor, the Heights and the Cottages lack standing to challenge the prepaid Golf Club memberships because they were never a party or affiliated with any party to any of the transactions, transfers or agreements that culminated in the memberships. In the alternative, Plaintiff argues that it was validly assigned the forty-three prepaid Golf Club memberships, and there is no language in the 2009 Agreement that precludes Plaintiff from using those memberships to satisfy said Agreement. "

Conclusion

"For the foregoing reasons, this Court declares the following: (1) the 2009 Agreement is a valid and enforceable contract but is not binding upon Plaintiff as a successor-in-interest to Carnegie Tower Development and Carnegie Holdings; (2) Plaintiff owns forty-three prepaid Golf Club memberships in the Golf Club; (3) Plaintiff has the right to divide any and all of the forty-three prepaid Golf Club memberships into two Social Memberships; (4) the Tower Declaration requires Plaintiff to ensure that every initial Tower unit owner is a member of the Golf Club; and (5) even if Plaintiff were bound by the 2009 Agreement, any purchaser of a Tower unit from Plaintiff may satisfy its obligations under the 2009 Agreement by purchasing an equity/refundable Golf Club membership for, at a minimum, $150,000 for a Golf Membership and $75,000 for a Social Membership by any means available to that purchaser, including the purchase of a prepaid Golf Club membership from Plaintiff. Plaintiff's motion for summary judgment is therefore granted, and the Associations' cross-motion for summary judgment is denied. Counsel shall prepare the appropriate order and judgment for entry."

Carnegie at One Tower Drive LLC v. Carnegie Heights Condominium Association (Lawyers Weekly No. 61-084-18) (35 pages) (Stern, J.) (Newport Superior Court) Andrew Tugan and David A. Wollin for plaintiff; Keith B. Kyle, R. Kelly Sheridan, Mark W. Freel, and Frank A. Lombardi for defendants (Docket No. NC-2016-0233) (Oct. 18, 2018).

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Title Annotation:Carnegie at One Tower Drive LLC v. Carnegie Heights Condominium Association, Newport Superior Court, Rhode Island
Publication:Rhode Island Lawyers Weekly
Date:Oct 24, 2018
Words:601
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