Founding Members of Newport Beach Country Club v. Newport Beach Country Club, Inc.

Introduction

In this case, we examine and apply principles of contract interpretation to construe a “Right of First Offer” contained in the governing regulations of a country club. Our interpretation leads us to affirm summary judgment in favor of defendant The Newport Beach Country Club, Incorporated (NBCC).

Plaintiff Founding Members of The Newport Beach Country Club (Founding Members) is an unincorporated association. Its membership consists entirely of Class A Founding Members of The Newport Beach Country Club (the Club), which is owned by NBCC. Founding Members sued NBCC for breach of contract, specific performance, declaratory relief, and mandatory injunction for claims arising out of a Right of First Offer contained in the Club’s governing regulations. The Right of First Offer provides, in relevant part: “In the event the Owner shall, at any time, desire to offer part or all of its legal interest in the Club for sale . . . , Owner shall first extend the opportunity to purchase such interest in the Club to any organization then in existence composed solely of members or an organization of which at least fifty-one percent (51%) of the members or shareholders are…