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...