California Court of Appeal

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Cobb v. Ironwood Country Club, G050446

In this case, defendant country club appeals from an order denying its motion to compel arbitration of the declaratory relief action brought by plaintiff former and current members of the country club. The motion to compel was based on an arbitration provision incorporated into the country club's bylaws four months after plaintiffs' complaint was filed. The order is affirmed, where: 1) defendant's subsequent amendment of its bylaws was insufficient to demonstrate that any of these plaintiffs agreed to arbitrate this dispute; 2) when one party retains the unilateral right to amend an agreement governing the parties' relationship, its exercise of that right is constrained by the covenant of good faith and fair dealing which precludes amendments that operate retroactively to impair accrued rights, as in this case; and 3) defendant's premise that each member's agreement to the bylaw provision allowing for future amendments and that each member is automatically bound by whatever amendments are made, even after the members have resigned their membership, would render the agreement illusory if correct.

Appellate Information

  • Decided 01/28/2015
  • Published 01/28/2015


  • Rylaarsdam


  • California Court of Appeal