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MDLaw
MDLaw, Attorney
Category: Business Law
Satisfied Customers: 5834
Experience:  Experience in business law, contract law and related matters.
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Hi, I have an application/agreement document that is made

Resolved Question:

Hi,

I have an application/agreement document that is made up of 4 pages. On the last page, provision # XXXXX it states "Spring Preview Trial Member shall be subjected to the Club's Bylaws, Rules and Regulations, and other policies and procedures during the Preview Period. In the event of any conflict between the provisions of this Agreement and any of the above documents, the provisions of this Agreement shall control". The Spring Preview was an explicit time frame of 30 days with an explicit termination on the 30th day and occurred two years ago.

Following the trial membership, we entered into a separate membership in the Club. The Club neglected to have us sign a new membership application and is now using our signature on page 3 of the prior membership application where it states that "I agree to be bound by the Bylaws......" to hold monies in deposit from the new membership as mentioned in the By Laws. Does provision # XXXXX on P. 4 protect me from them referring to that terminated application/agreement two years later.
Submitted: 1 year ago.
Category: Business Law
Expert:  MDLaw replied 1 year ago.
Hello and thank you for using the JA website. I look forward to assisting you. Please remember that we can only provide legal information and not legal advice.

Did the original agreement/application that you signed have a termination clause?
Customer: replied 1 year ago.

Yes it did; Sentence 1, in Provision #3 on Page 4 states, "Upon expiration of the Preview Period, the Spring Preview Membership will Terminate"


 


Again, the Spring Preview period was June 15th to July 15th, two years ago.

Expert:  MDLaw replied 1 year ago.
Thank you for the additional information. That clause that you just posted deals with the termination of the spring preview membership but does not state that the original agreement terminates. An agreement usually has a clause that states that the agreement either lasts from X date to Y date or it will say that the agreement terminated when a new one is signed or it will say something to the effect that certain provisions will survive, etc.
Therefore, you would need to look at the entire agreement itself to determine what it says about clauses that survive or clauses that deal with termination of the agreement, rather than termination of the membership.

Thus, to answer your question, if you became a member after the preview period, unless there was language in the contract stating that you only had to abide by the rules during the trial period, then you would still be bound by the bylaws and other rules.

Please remember that the above is general legal information and that I cannot give legal advice on this site. Also, keep in mind that I can only go by the facts as you tell them to me since I do not have access to any of the documents in question.

If I have answered your questions fully and to your satisfaction, please remember to leave me a positive rating as that is the only way that we experts get compensated for our time and expertise. If, however, you need more information, please hit the REPLY or CONTINUE button so that we may continue our conversation. Thank you in advance,


Customer: replied 1 year ago.

Hi,


 


I understand your limitations of not seeing the documents.


 


I am not sure that I communicated that the original agreement and the spring trial membership agreement were one in the same. Did you know that when you answered?


 


Also, some other information There are no clauses that say things survive the original agreement. Also, the trial membership was an individual trial membership was in my name and the current membership is owned by a Corporation. They were supposed to have the Corporation submit a new application but someone missed it and the Corporation did not do so. The Corporation "application" paperwork does not have any provisions that tie the Corporate membership to the Bylaws. That is why they are now trying to use the old application that was in my name. Also, the Bylaws do not allow for transfers to new members without a new application so they can't claim I transferred or assigned the spring trial membership to my Corporation. Hope this helps.

Expert:  MDLaw replied 1 year ago.
Yes, you stated that it was a 4 page document and it was both an application and a contract.

If the new member is a corporation and not the individual that had the Spring Preview membership, then that is an entirely different thing. The business would have to provide evidence of the corporation's application/agreement if they were to sue for those monies. However, if the corporation had been a member for 2 years, they could argue that there was an implied contract by virtue of the corporation doing whatever it is that members do (i.e. paying dues, using the Club, etc). They cannot, however, use the individual's original membership unless they can show a connection between the two.

Customer: replied 1 year ago.

I am the corporate designee but I do not "own" the membership and it is in the Corporate name.


 


I didn't want to provide all the details because it starts to get thick but the Club actually went back to my individual membership application and filled in deposit amounts, changed the category to Corporate, and changed the Corporate number on the original document by crossing out the old one and writing in the new one. They even added a term of "upon availability" near the refundable deposit amount of which I don't understand the meaning. They did not tell me they did this and obviously do not have my initials/signature. The decision to seek a corporate membership came 3 1/2 months after I signed the original application/agreement as an individual. They sent me this document two years later when I asked for return of my deposit. The bylaws say they can hold the deposit for 30 years.


 


I am interested in your general reaction/thoughts here.

Expert:  MDLaw replied 1 year ago.
The same answers I provided still apply. If they do not return your deposit, then I imagine you would try to sue to get your deposit back. They would argue that the bylaws say that they can hold the deposit for 30 years. You would argue that the deposit you want back is from your original individual membership and that you terminated your membership after the preview. They would then argue that, if you and the corporation are not the same, then why did you not ask for your deposit back 2 years ago. You would then argue that you never signed anything either individually or as the corp. designee and you would argue that there was a 3 1/2 gap in between your own individual membership and the corporation's membership. It would then come down to the documents submitted in evidence and whether or not there was an implied contract as I explained in my initial answer.

Let me know if you need anything else. Thank you for allowing me to assist you today and don't hesitate to ask for me directly - MDLaw - in the future.

MDLaw, Attorney
Category: Business Law
Satisfied Customers: 5834
Experience: Experience in business law, contract law and related matters.
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