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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 118688
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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I am a plaintiff in a superior court civil suit in Massachusetts Defendant

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I am a plaintiff in a superior court civil suit in Massachusetts

Defendant is motioning for the court to "compel arbitration". The case entails a Club membership where the contract that was signed did not provide for arbitration nor did it reference the by-laws that contained an arbitration clause. ( A mistake was made at application time many years ago when the club missed getting signature on the 2nd document they ordinarily use to connect members to the by-laws). Nonetheless, the defendant is saying regardless of not having properly executed documents that the Plaintiff, "as a matter of law" ,is bound to the by-laws which contain an arbitration clause. They use one case law reference; Post v. Belmont Country Club, Inc., 60Mass. App.Ct. 645, 6 (2004). They cite points at pp. 647-648.

I believe there is a key difference here in that the Post case does not state that there was no written contract. It seems there was a written contract as they refer to the member as "contractually bound by the club's rules and by-laws". At p. 647 it says "when Post became a member of the club, he entered into an obligation, in the nature of a contract, to be bound by the club's rules and by-laws". Furthermore it never mentions implied contracts further suggesting that a written agreement was present that connected to the by-laws.

Can you help here?
Thank you for your question. I look forward to working with you to provide you the information you are seeking.

In Post, the facts state that he entered into an agreement by which he agreed to be bound by the rules and bylaws. This is what you are arguing makes the Post case not apply to your case as because unlike Post there is nothing in your contract where you agree to be bound by the bylaws of the club and the Courts in MA have held that "a party cannot be bound to essential and material terms of a contract to which he has not agreed." See: Walsh v. Telesector Resources Group, Inc., 40 Mass. App. Ct. 227 , 233 (1996).

If you never signed any agreement to be bound to the bylaws, unlike Post, then you could not be bound to the bylaws and thus the arbitration provision would not apply.

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