In an article published in Law360, Litigation partner Ryan Roman and associate Eric Coleman focused on a recent Florida appellate court ruling that governs country club rules. A member of the Broken Sound Country Club in Boca Raton was sued for refusing to pay her dues, and she claimed she was only bound by the bylaws of the club as they existed when she joined. She argued that subsequent amendments to the club’s bylaws could not bind her. The club argued that the country club board’s decisions, including amendments to the bylaws, were protected by the business judgment rule, and the Florida Fourth District Court of Appeal agreed.
“[T]he Share decision fills the void in case law applying the business judgment rule in the context of a country club and makes clear that the decisions of such a club, and its board, will be respected absent abuse of discretion, fraud, bad faith or illegality,” Roman and Coleman wrote.
The attorneys added that even though the decision applies strictly within Florida, it may have national implications. “The business judgment rule is recognized in most U.S. jurisdictions,” they wrote. “Therefore, country clubs nationwide may benefit from the recent Share decision.”