Multi-Site POS Revision Dated 01/19/19

[freediverdude]

@Mumof4mice thank you for the feedback from Yvonne. I do agree that they are likely getting something out of this - basically test balloons for how the membership feels. That said, I still do appreciate that they are indeed listening to our issues.

I was on the side that the re-allocation was stepping over the line, but I can't see how this can be considered illegal.

She's right that there are no promises with the L14 that they will ever open new resorts or ever have access to new resorts. And they are not taking away anyone's right as owners - they are taking the way the rights of future resale buyers. Yes, this is in turn reducing the value of your property when it comes to resale - but again - Disney never said to you that your timeshare would have ANY value in resale. There is definitely some affect that this will have on our ability to book within our existing resorts , but the effect on the L14 will be very minimal for a long time to come. I could see it as having a major affect at Riviera - the fact that owners won't be able to trade out will mean resort may be harder to get at 7 months than others, but again you know that going into the purchase.

The answer she gave is no surprise - they feel that they lose a lot of customers to resale. Their assumption is that the further they differentiate from resale, the more direct sales they will get. They are probably right about that. I am just not convinced they are breaking any laws here.

Yvonne is correct in that they can keep Riviera completely out of the club if they wish, and that is one of the solutions I discussed earlier, leaving it out of the club and using some sort of separate contract to enable some purchasers to trade.

But, what Yvonne is missing, is that once they do admit Riviera into the club, as I understand it, they have to admit each resort with substantially similar contracts. That is part of BVTC's contract, and why Yvonne was giving a circuitous answer about that, because she knows there isn't a good answer. So they are going about it the wrong way legally, and I think it will end up biting them in the butt.

 

[Aron1012]

I am not a legal expert, but I fear it is going to be difficult to get class action status right away. No owner will actually be harmed until a new non-preferred owner is denied the opportunity to book the Riviera. When the booking window opens, there may only be a few hundred owners affected.

That isn't 100% right because every owner has potentially had their property devalued because it will be worth less on the resale market with the restrictions. So on that basis it would immediately become a class. However, as I posted a couple of days ago that is likely a tougher legal battle to win than someone who has been restricted from booking a resort they have a legal, deeded right to.

 

[crvetter]

That isn't 100% right because every owner has potentially had their property devalued because it will be worth less on the resale market with the restrictions. So on that basis it would immediately become a class. However, as I posted a couple of days ago that is likely a tougher legal battle to win than someone who has been restricted from booking a resort they have a legal, deeded right to.

I think saying your value has been diminished because the restrictions is difficult. Our contract said do not buy with the assumption the point could be used at future resorts. It also do not buy with any assumption on a market value. So they didn't take away anything from the original 14 resorts by continuing to allow them to trade with each other even after reselling multiple times. I suspect the fear of a suit from the angle you presented is exactly the reason why for them to only restrict resales at Riviera to home resort.

I suspect the only language that could be argued is the one @drusba and @ziravan (I believe it is them) that have presented in that they removed the right to exchange as a right attached to the club membership. This removal means that Riviera's resort agreement is significantly different than the existing, which the current Resort Agreements state they need to be substantially similar. Also another thing someone pointed out is starting with CCV they added language to the Resort Agreement to say that they can be amended at any time, specifically calling out the right to access the DVC reservation component. So effectively starting with CCV they have been laying the ground work for this, it wasn't rushed like the 2020 Point Reallocations so DVC/DVCMC/BVTC have probably done much more extensive of a legal review. I suspect any suit brought against BVTC and DVCMC for allowing Riviera into the club wouldn't result in anything other than the other resorts to leave BVTC and cease DVCMC from being the management company, and if that happens they cease to be DVC resorts (dictated in the POS, I'm fairly certain) and lose all attachments to Disney (other than the ground lease).

It gets confusing but in my view since BVTC is another entity completely independent of DVC and DVCMC legally speaking. So while we have a contract with BVTC with the Resort Agreement, I personally feel in the end that all that will happen is the contracts would be declared null and void thus freeing the resorts from BVTC but then no more cross sharing at all for any of the resorts. This of course is my opinion on how it will work out if a suit is filed and won. DVCMC technically can't dictate who enters BVTC only that our contracts are held to what is dictated, that is the part DVCMC did not do.

 

[Aron1012]

I think saying your value has been diminished because the restrictions is difficult. Our contract said do not buy with the assumption the point could be used at future resorts. It also do not buy with any assumption on a market value. So they didn't take away anything from the original 14 resorts by continuing to allow them to trade with each other even after reselling multiple times. I suspect the fear of a suit from the angle you presented is exactly the reason why for them to only restrict resales at Riviera to home resort.

I suspect the only language that could be argued is the one @drusba and @ziravan (I believe it is them) that have presented in that they removed the right to exchange as a right attached to the club membership. This removal means that Riviera's resort agreement is significantly different than the existing, which the current Resort Agreements state they need to be substantially similar. Also another thing someone pointed out is starting with CCV they added language to the Resort Agreement to say that they can be amended at any time, specifically calling out the right to access the DVC reservation component. So effectively starting with CCV they have been laying the ground work for this, it wasn't rushed like the 2020 Point Reallocations so DVC/DVCMC/BVTC have probably done much more extensive of a legal review. I suspect any suit brought against BVTC and DVCMC for allowing Riviera into the club wouldn't result in anything other than the other resorts to leave BVTC and cease DVCMC from being the management company, and if that happens they cease to be DVC resorts (dictated in the POS, I'm fairly certain) and lose all attachments to Disney (other than the ground lease).

It gets confusing but in my view since BVTC is another entity completely independent of DVC and DVCMC legally speaking. So while we have a contract with BVTC with the Resort Agreement, I personally feel in the end that all that will happen is the contracts would be declared null and void thus freeing the resorts from BVTC but then no more cross sharing at all for any of the resorts. This of course is my opinion on how it will work out if a suit is filed and won. DVCMC technically can't dictate who enters BVTC only that our contracts are held to what is dictated, that is the part DVCMC did not do.

I'm saying our contracts have been devalued because we have a deeded right to use the reservation component with any resort in the system (subject to availability). Their action (which is in violation of the agreement) has caused damage to us because the person we sell it to will not be transferred that right. I'm only pointing out that post 1/19 resale purchasers aren't the only ones who have been damaged by this change. You are correct that we aren't guaranteed the right to book new resorts built, but we are if they put into the system. I feel this decision is in contrast to our rights as members. The fact that we are grandfathered in doesn't mean it hasn't affected the value of our property. As I said before determining how much that has hurt the value of our contracts would be the difficult part.

As to what may happen with a potential suit I don't think it would be limited to those outcomes you mentioned. Even though they limit it, Florida does have punitive damages. A company (DVCMC) that is supposed to be operating as a fiduciary, but rather operates in the best interest of Disney as a whole would certainly be subject to compensatory and punitive damages in such a suit. This is where a class action attorney will sit up and take notice. Any good attorney would file not only on the issue of our right to use the reservation component but also on the conflict of interest, violation of fiduciary duties, etc. Disney would move to dismiss those portions (or the whole suit) but it would be up to a judge what is included or not. And there is also that beautiful concept of discovery...…..oh how it can swing the pendulum. You don't think there are emails behind the scenes between employees of both entities (DVD and DVCMC) that might look terrible in a lawsuit about conflict of interest. I mean Yvonne seems to work for both. It is amazing to me that is even possible.

 

[crvetter]

A company (DVCMC) that is supposed to be operating as a fiduciary, but rather operates in the best interest of Disney as a whole would certainly be subject to compensatory and punitive damages in such a suit.

Your suit really isn’t with DVCMC they don’t make the decision on who enters the club technically it’s BVTC that make that decision (without input from DVCMC according to our agreements). It’s in DVCMC mandate that yes they act as a fiduciary so what is the best interest here: 1) they sue BVTC on our behalf, 2) they withdraw the resorts from BVTC since their contracts aren’t being followed by BVTC anymore, or 3) they are forced to drop Riviera from BVTC which I don’t see Disney doing unless the courts make them (I see 1 and 2 more likely).

Either way I don’t think you’ll get a majority of owners to agree to either of those first 2 cases that I see and the third is really no different then the current situation (actually a bit worse for current owners) so you won’t get much support. It’s iust that what some feel isn’t the best others may feel differently which is likely going to be the case with this issue. While yes there may be punitive damages but they won’t really make up for the fact in people’s mind that the resorts will likely have to withdraw from BVTC and lose the DVC Reservation component completely. On top of that they won’t be Disney Hotels anymore either.

I'm saying our contracts have been devalued because we have a deeded right to use the reservation component with any resort in the system (subject to availability).

As for this comment if looking at only the right that existed at time of your purchase nothing was taken away except for access to future resorts, which your POS said was never a guarantee so it’s hard to contribute a value to it since it wasn’t guaranteed. Therefore, I feel the issue that has any chance is them breaking the DVC reservation component from club membership, which they only did for Riviera. The restrictions on us using resale points for Riviera are actually in the Riviera Resort Agreement not any of the existing 14. It was a condition of Riviera to join. So our contracts really haven’t changed much they just aren’t at most holding up to our end of the contract, hence why I think the solution the courts would do is make the contracts void and award some measure of punitive damage.

I don’t like this at all I’ve already expressed that to Yvonne on one of many calls with her but this definitely seems more thought out than the 2020 points. As one of the people that called her on the 2020 point charts I can say I had different reactions from her on those calls then the call related to this. Personally I feel Disney has a slight upper hand and they probably know it. Even if it is a bit dirty to get that upper hand they crafted a Catch 22 for a suit if it is brought.

 

[disneymagicRN]

I'm not a lawyer, all this lawyer speak is above me. I don't know enough about the laws to know if what is being done is legal or how close to the line they are coming. But I do think what they are trying to do is sickening. Dirty Disney. I hope they are reading this. Behind the illusion of a cute mouse is a disgusting sewer rat.

 

[Aron1012]

Your suit really isn’t with DVCMC they don’t make the decision on who enters the club technically it’s BVTC that make that decision (without input from DVCMC according to our agreements). It’s in DVCMC mandate that yes they act as a fiduciary so what is the best interest here: 1) they sue BVTC on our behalf, 2) they withdraw the resorts from BVTC since their contracts aren’t being followed by BVTC anymore, or 3) they are forced to drop Riviera from BVTC which I don’t see Disney doing unless the courts make them (I see 1 and 2 more likely).

Either way I don’t think you’ll get a majority of owners to agree to either of those first 2 cases that I see and the third is really no different then the current situation (actually a bit worse for current owners) so you won’t get much support. It’s iust that what some feel isn’t the best others may feel differently which is likely going to be the case with this issue. While yes there may be punitive damages but they won’t really make up for the fact in people’s mind that the resorts will likely have to withdraw from BVTC and lose the DVC Reservation component completely. On top of that they won’t be Disney Hotels anymore either.


As for this comment if looking at only the right that existed at time of your purchase nothing was taken away except for access to future resorts, which your POS said was never a guarantee so it’s hard to contribute a value to it since it wasn’t guaranteed. Therefore, I feel the issue that has any chance is them breaking the DVC reservation component from club membership, which they only did for Riviera. The restrictions on us using resale points for Riviera are actually in the Riviera Resort Agreement not any of the existing 14. It was a condition of Riviera to join. So our contracts really haven’t changed much they just aren’t at most holding up to our end of the contract, hence why I think the solution the courts would do is make the contracts void and award some measure of punitive damage.

I don’t like this at all I’ve already expressed that to Yvonne on one of many calls with her but this definitely seems more thought out than the 2020 points. As one of the people that called her on the 2020 point charts I can say I had different reactions from her on those calls then the call related to this. Personally I feel Disney has a slight upper hand and they probably know it. Even if it is a bit dirty to get that upper hand they crafted a Catch 22 for a suit if it is brought.

You may very well be right in your assessment (and I bet Disney would hope for that outcome) but your suit would start out by lumping DVCMC, BVTC, DVD, and maybe even parent Disney in as Defendants. Now parties will obviously file to be dismissed, but that isn't automatic. If Disney is violating their duty as a fiduciary (DVCMC) through its agreement with BVTC and that benefits DVD and in turn Disney, and they are all intermingled by sharing employees and board members, a judge may not be inclined to dismiss parties so quickly. I think a good attorney would take that approach. As for getting the members to agree that may be a challenge but often getting people to go along with a class action suit is easier because it doesn't require action on their part to just stay in.

And I also believe that their are other potential outcomes than just voiding the contracts and awarding some punitive damages if a judge feels that Disney violated the agreement and Fiduciary duties, but that is certainly one option. I also think Disney would look at removing all resorts from BVTC as a nuclear option. That is a HUGE selling point with DVC and would definitley hurt their resort sales.

I did contact Disney through the email today from the angle disneymagicRN states exactly, not to argue the legality of it (that is for another time and place) but to explain that Disney is ruining a lot of Goodwill with their best sales force, other owners, only to attempt to make more profit from resales at Riviera. I stated that one of the reasons we bought was because unlike other time share companies DVC contracts typically hold their value better because of the resale market so readily available. We don't have any intention of selling but it is nice to know that option exists without giving it away. I'm sure not much will come of it but figured I would add my voice to the chorus.

 

[crvetter]

You may very well be right in your assessment (and I bet Disney would hope for that outcome) but your suit would start out by lumping DVCMC, BVTC, DVD, and maybe even parent Disney in as Defendants. Now parties will obviously file to be dismissed, but that isn't automatic. If Disney is violating their duty as a fiduciary (DVCMC) through its agreement with BVTC and that benefits DVD and in turn Disney, and they are all intermingled by sharing employees and board members, a judge may not be inclined to dismiss parties so quickly. I think a good attorney would take that approach. As for getting the members to agree that may be a challenge but often getting people to go along with a class action suit is easier because it doesn't require action on their part to just stay in.

And I also believe that their are other potential outcomes than just voiding the contracts and awarding some punitive damages if a judge feels that Disney violated the agreement and Fiduciary duties, but that is certainly one option. I also think Disney would look at removing all resorts from BVTC as a nuclear option. That is a HUGE selling point with DVC and would definitley hurt their resort sales.

I did contact Disney through the email today from the angle disneymagicRN states exactly, not to argue the legality of it (that is for another time and place) but to explain that Disney is ruining a lot of Goodwill with their best sales force, other owners, only to attempt to make more profit from resales at Riviera. I stated that one of the reasons we bought was because unlike other time share companies DVC contracts typically hold their value better because of the resale market so readily available. We don't have any intention of selling but it is nice to know that option exists without giving it away. I'm sure not much will come of it but figured I would add my voice to the chorus.

The final paragraph, I agree with most; I avoided arguing the legality on this point just a goodwill argument too (the legality is pretty murky still for me, I'm still not sure where it says the Club Members are guaranteed access to the DVC Reservation Component in the Membership Agreement, it dictates the resort will participate in the Resort Agreement but that is a resort requirement not an individual member right; this is exactly what BVTC seems to be using as their basis too). I simply explained how am I to trust that DVC won't start eroding Direct Benefits in the future if they feel I'm no longer a financial asset to the company. Will my direct points in 10 years from now be treated differently than those bought direct in that future. I explained their changes are a slippery slope and will cause me to question their treatment of the members.

 

[TK-Tampa]

The final paragraph, I agree with most; I avoided arguing the legality on this point just a goodwill argument too (the legality is pretty murky still for me, I'm still not sure where it says the Club Members are guaranteed access to the DVC Reservation Component in the Membership Agreement, it dictates the resort will participate in the Resort Agreement but that is a resort requirement not an individual member right; this is exactly what BVTC seems to be using as their basis too). I simply explained how am I to trust that DVC won't start eroding Direct Benefits in the future if they feel I'm no longer a financial asset to the company. Will my direct points in 10 years from now be treated differently than those bought direct in that future. I explained their changes are a slippery slope and will cause me to question their treatment of the members.

I know a lot have focused on the legal language of their many documents. But I think Disney's statements are all designed to obfuscate what they are truly doing. Specifically, they are allowing some owners to use common property and not others. The rights and guarantees they are quoting are only relevant when applied to all owners. Disney is hand-picking who can and cannot use property that is legally deeded to the group as a whole. To me that's black and white illegal.

 

[crvetter]

I know a lot have focused on the legal language of their many documents. But I think Disney's statements are all designed to obfuscate what they are truly doing. Specifically, they are allowing some owners to use common property and not others. The rights and guarantees they are quoting are only relevant when applied to all owners. Disney is hand-picking who can and cannot use property that is legally deeded to the group as a whole. To me that's black and white illegal.

I think DVC has purposefully crafted a document that hasn't taken away your deeded rights. You still own your home resort, which is all you are entitled to through a deeded property right. Your right to the Reservation Component is required on being in the Club which is guaranteed to remain attached to the deed and can't be removed. The new change DVC is saying Club Membership doesn't guarantee access to the Reservation Component (you still have access just Riviera entered BVTC under different terms), which the Resort Agreement says is dictated in the BVTC Disclosure Document which can be amended at any time. They did amend that document to say it no longer is a guaranteed right to being a club membership.

So in all they kept your right as an original 14 owner by saying your deed will always be able to access the original 14 resorts as that was the most rights you were ever given they never took anything away. However, what they did was add a resort whose Resort Agreement that was different than the prior Resort Agreements (so BVTC may be in violation with its contracts to the Original 14 Resorts, not the club members but the resort as an institution). So the question is the restrictions on trading into Riviera enough of a difference to say it is substantially different to to show they are in contractual violation with the other resorts. Though since they laid the ground work in CCV I suspect they've been planning this for a while.

As others said I think a goodwill and PR argument to Disney would be more beneficial and get a response, so it is the approach I took. I've already discussed this with DVC leadership and suggest those that are concerned do the same.

 

[TK-Tampa]

I think DVC has purposefully crafted a document that hasn't taken away your deeded rights. You still own your home resort, which is all you are entitled to through a deeded property right. Your right to the Reservation Component is required on being in the Club which is guaranteed to remain attached to the deed and can't be removed. The new change DVC is saying Club Membership doesn't guarantee access to the Reservation Component (you still have access just Riviera entered BVTC under different terms), which the Resort Agreement says is dictated in the BVTC Disclosure Document which can be amended at any time. They did amend that document to say it no longer is a guaranteed right to being a club membership.

So in all they kept your right as an original 14 owner by saying your deed will always be able to access the original 14 resorts as that was the most rights you were ever given they never took anything away. However, what they did was add a resort whose Resort Agreement that was different than the prior Resort Agreements (so BVTC may be in violation with its contracts to the Original 14 Resorts, not the club members but the resort as an institution). So the question is the restrictions on trading into Riviera enough of a difference to say it is substantially different to to show they are in contractual violation with the other resorts. Though since they laid the ground work in CCV I suspect they've been planning this for a while.

As others said I think a goodwill and PR argument to Disney would be more beneficial and get a response, so it is the approach I took. I've already discussed this with DVC leadership and suggest those that are concerned do the same.

Much of what you are saying makes sense. But there is still the missing piece: If I am a non-preferred owner of the L14, how can Disney allow an owner of Riviera to use my resort but I am not allowed to use theirs? They are reducing my ownership % in the total pool and selling that same percentage back to another.

Doing so will likely put $100's of millions in their pockets over the next 20 + years. I am a little skeptical that simply asking them to forego those additional profits for the sake of goodwill is going to sway anything.

 

[crvetter]

Much of what you are saying makes sense. But there is still the missing piece: If I am a non-preferred owner of the L14, how can Disney allow an owner of Riviera to use my resort but I am not allowed to use theirs? They are reducing my ownership % in the total pool and selling that same percentage back to another.

Doing so will likely put $100's of millions in their pockets over the next 20 + years. I am a little skeptical that simply asking them to forego those additional profits for the sake of goodwill is going to sway anything.

They would say the home resort reservation period guarantees you the ability to use your points, essentially maintaining the one to one right (you only own a % of the home resort and the one to one right isn’t guaranteed outside the home priority period). But you did bring up a good point in that it will increase the need to book during the home resort period because initially Riviera owners can book into the L14 until they sell. So while not a right being taken away it does change the dynamics.

 

[TK-Tampa]

They would say the home resort reservation period guarantees you the ability to use your points, essentially maintaining the one to one right (you only own a % of the home resort and the one to one right isn’t guaranteed outside the home priority period). But you did bring up a good point in that it will increase the need to book during the home resort period because initially Riviera owners can book into the L14 until they sell. So while not a right being taken away it does change the dynamics.

I very much appreciate your comments and detailed explanations. You are essentially providing a roadmap for Disney's defense should this be challenged legally. Which, in turn, will make it easier for an attorney to decide if a case against them has any merit.

 

[crvetter]

I very much appreciate your comments and detailed explanations. You are essentially providing a roadmap for Disney's defense should this be challenged legally. Which, in turn, will make it easier for an attorney to decide if a case against them has any merit.

I am not intending to do that as I think Riviera’s Resort Agreement is substantially different (I personally think Disney could threaten the ultimate threat, nullify all Resort Agreements destroying the club if a class action was brought against it, perhaps even then setup a new club with all sorts of new restrictions). I think Disney has their defense covered more so than I ever could even come up with. I think what’s going to change Disney’s mind is when their reputation takes a hit and it effects their bottom line. But I suggest people still call with their concerns to show them that it is hurting their reputation if they go down this route. Perhaps ask why Riviera’s Agreement is substantially different.

 

[TK-Tampa]

I dont think Disney would threaten the nuclear option. That would significantly lower demand for all future sales. However, they may consider delaying sales of the Riveria as they should be able to sell out those rooms for cash for at least a year.

 

[KAT4DISNEY]

They would say the home resort reservation period guarantees you the ability to use your points, essentially maintaining the one to one right (you only own a % of the home resort and the one to one right isn’t guaranteed outside the home priority period). But you did bring up a good point in that it will increase the need to book during the home resort period because initially Riviera owners can book into the L14 until they sell. So while not a right being taken away it does change the dynamics.

If the original agreement and deed for the 14 has the right to trade thru BVTC when the resort belongs to it then the right should/would transfer. I'm not certain how that could be removed. And that is why Riviera needed to be in it's very own little club.

 

[crvetter]

If the original agreement and deed for the 14 has the right to trade thru BVTC when the resort belongs to it then the right should/would transfer. I'm not certain how that could be removed. And that is why Riviera needed to be in it's very own little club.

The right for Riviera is removed because it has its own agreements with BVTC that lays out the the restrictions and BVTC Disclosure Document laid out the rights of the club members. DVC amended the disclosure document (which it says in our contracts they may amend at anytime as they wish) to make it clear that the Club Membership doesn’t guarantee the right to the DVC Reservation Compnent. The issue is there is an agreement (both for the member and resort) for each different resort in the original 14 are allowed to transfer in the DVC Reservation Compnent (which they didn’t strip that for the rights we ever had). However, what did happen is when riviera joined it said it would only join under the condition that resale buyers at different resorts couldn’t book there and their resale buyers couldn’t book anywhere but there. This last part is the crux of the issue in that their agreement is different than all the other resorts.

Though by amending the Disclosure Document to say the Club Membership was still attached to the Deed (thus keeping what you brought up) and saying membership didn’t guarantee the right to the DVC Reservation Component, DVC has made it so the Club Membership isn’t being stripped from the resale contracts (it is very much still attached). They also structured it so the most rights ever given to an L14 buyer, prior to restrictions, aren’t being taken away (probably to avoid a lawsuit same as why they grandfathered resale contracts to other restrictions). Though the question I have is could Riviera ever been admitted with its Resort Agreement considering it has the paragraph on restrictions the others do not, thus if the answer is no then they would never needed to clarify the rights of the Club Member because all the other resorts say each Club member can trade into it, and Riviera would have to have that language too (is Riviera’s Agreement substantially different? The courts would ultimately decide that.).

 

[Aron1012]

The right for Riviera is removed because it has its own agreements with BVTC that lays out the the restrictions and BVTC Disclosure Document laid out the rights of the club members. DVC amended the disclosure document (which it says in our contracts they may amend at anytime as they wish) to make it clear that the Club Membership doesn’t guarantee the right to the DVC Reservation Compnent. The issue is there is an agreement (both for the member and resort) for each different resort in the original 14 are allowed to transfer in the DVC Reservation Compnent (which they didn’t strip that for the rights we ever had). However, what did happen is when riviera joined it said it would only join under the condition that resale buyers at different resorts couldn’t book there and their resale buyers couldn’t book anywhere but there. This last part is the crux of the issue in that their agreement is different than all the other resorts.

Though by amending the Disclosure Document to say the Club Membership was still attached to the Deed (thus keeping what you brought up) and saying membership didn’t guarantee the right to the DVC Reservation Component, DVC has made it so the Club Membership isn’t being stripped from the resale contracts (it is very much still attached). They also structured it so the most rights ever given to an L14 buyer, prior to restrictions, aren’t being taken away (probably to avoid a lawsuit same as why they grandfathered resale contracts to other restrictions). Though the question I have is could Riviera ever been admitted with its Resort Agreement considering it has the paragraph on restrictions the others do not, thus if the answer is no then they would never needed to clarify the rights of the Club Member because all the other resorts say each Club member can trade into it, and Riviera would have to have that language too (is Riviera’s Agreement substantially different? The courts would ultimately decide that.).

Club Member: The documents expand on who a Club Member is and the rights of a Club Member. Membership in the Disney Vacation Club is deemed to be an appurtenance to every Ownership Interest. Upon recording of a deed, the Club Member is “automatically entitled to enjoy the services and benefits associated with membership in the Club.” If a member transfers his Ownership Interest to another, the transferee automatically becomes a Club Member. (Declarations §5.2.) if DVD fails to exercise its right of first refusal in a resale and a sale is completed, the transferee automatically becomes a Club Member. In fact, that resale purchaser has no right to turn down or attempt to exclude himself from Club Membership. (Id §13.1.) Thus, by the terms of POS every resale purchaser is an owner and is included as a Club Member, and is entitled to enjoy the services and benefits of the Club. Whenever the POS and agreements use the term “Club Member, “ the term automatically includes resale purchasers.

Use of the DVC Reservation Component: The services provided by the Disney Vacation Club include the use of the DVC Reservation Component. (Definition of Disney Vacation Club in Multi-Site POS.), Every “Owner” (Dec.§12.12b) and “all Club Members” (Multi-Site POS §III.3.b(2)) are entitled to use the DVC Reservation Component to make reservations at any non-owned DVC Resort using Disney Vacation Points. The Member’s use rights are ones applicable on a first come first served basis subject to the limitation that results from the home resort priority period, (Id. §4.)

Adding a New DVC Resort: The addition of any new DVC Resort “will result in the addition of new Club Members” from that resort [which as noted above is defined to include all resale purchasers] who will have the opportunity to make reservations for the use of Vacation Homes at any DVC Resort. Moreover, the addition “will afford existing Club Members” the opportunity to reserve at the added resort. (Id.§III.3.6(b and DVC resort Agreement §6.4)(§2.2)

So what you are saying is that by changing the Riviera agreement with BVTC they can in effect change our agreement with BVTC as L14 owners? I don't agree with that. I'm not sure how you can match that idea within the above requirements defining 1. who is a member 2. our right to reservation component 3. adding a new DVC resort. If that is the case what would prevent them from saying that because SS struggles to fill most often owners there can no longer exchange into other L14 resorts.

Now if they would say that Riviera is not part of DVC I get that but that is not how they are approaching it.

 

[crvetter]

So what you are saying is that by changing the Riviera agreement with BVTC they can in effect change our agreement with BVTC as L14 owners? I don't agree with that. I'm not sure how you can match that idea within the above requirements defining 1. who is a member 2. our right to reservation component 3. adding a new DVC resort. If that is the case what would prevent them from saying that because SS struggles to fill most often owners there can no longer exchange into other L14 resorts.

Now if they would say that Riviera is not part of DVC I get that but that is not how they are approaching it.

I'm not saying they changed our agreement in fact I've argued the opposite they BVTC may now in violation with our agreement with them (that new resort's resort agreements be substantially similar to ours, though this is a weak may, IMO). What I was arguing is that they didn't take any deeded rights away; however, BVTC might be in violation of our contracts only based on the requirement that new resorts be substantially similar to ours. Essentially I'm saying any suit would be against BVTC since they admitted (without approval of DVCMC as dictated by our Resort Agreements) into the Club a resort who wasn't substantially similar to ours. And the outcome of such a suit may lead to Riviera being removed or the other resorts being removed. Either of which BVTC has the right to do per our Resort Agreements. I would lean towards Disney closing to be a bit more hardline on this issue because they were laying the ground work for a while.

Working off the Multi-Site POS that I have from November 2017:

§III.1.b states "Membership in the Club is an appurtenance to each Ownership Interest in accordance with the terms of the applicable DVC Resort Documents and DVC Resort Agreements" - This doesn't define the access to the DVC Reservation Component only states that Club Membership, as defined in the Resort Documents and Resort Agreement, can't be removed from the Deed, which currently DVC has argued they aren't doing.

§III.2.b states "Club Member's rights to reserve Vacation Homes at DVC Resorts through the DVC Reservation Component are set forth in the DVC Resort Agreement for each DVC Resort and in the Disclosure Document" - This is the section that tells us how the DVC Reservation Component works and what our rights as club members are. Focusing First on the Disclosure Document

BVTC Disclosure Document:

II states "This Disclosure Document is provided for the purpose of explaining the reservation rights afforded to Club Members through the DVC Reservation Component. Club Members may only access DVC Resorts, other than their Home Resort, through participation in the DVC Reservation Component in accordance with the terms and conditions of this Disclosure Document." - So this states that the Disclosure Document is the governing body of how the DVC Reservation Component works.

III.1 states "Since availability of the DVC Reservation Component is part of the services offered through the Club, membership in the Club is necessary for a person to access and use the DVC Reservation Component. Membership in the club is an appurtenance to all Ownership Interests at DVC Resorts..." - This is not saying the Club Membership is guaranteed access to the DVC Reservation Component. So looking for that in

IV.1 states "A Club Member may voluntarily participate in the DVC Reservation Component to reserve available Vacation Homes in DVC Resorts other than their Home Resort." - This is finally where it says as a Club Member you have the right to book at other resorts than your own. However, as noted this right isn't attached to your Deed but is a right that was granted to Club Membership.

Now can they amend the BVTC Disclosure Document:

The Multi-Site POS states in §III.2.b "BVTC, in its sole, absolute and unfettered discretion, may change the terms and conditions of the Disclosure Document. These changes may affect a Club Member' right to use, exchange and rent the Club Member's Ownership Interest and may impose obligations upon the use and enjoyment of the Ownership Interest and the appurtenant Club Membership" - So BVTC can absolutely modify it in particular that modification could effect your right to "exchange" your Ownership Interest, this is precisely what Disney has done.

So what changes did they make to the BVTC Disclosure Document (which they maintained the right to amend and remember they don't have a fiduciary responsibility to us)

III.1 now states "....membership in the Club is not a guarantee of access to the DVC Reservation Component as set forth in the DVC Resort Agreement and this Disclosure Guide"

III.3 was updated to add all the restrictions were added and you can review the documents attached for this restrictions.

So all in all I think they modified the BVTC Disclosure Document properly, a right BVTC maintained, to allow them to say the access to the DVC Reservation Component isn't guaranteed as a club member. And BVTC isn't a fiduciary so has no responsibility to act in our best Interest. Now what about DVCMC who is a fiduciary are they in violation, no, because according to our Resort Agreements BVTC in it's own discretion (independent of ours) reserves the right to associate any new resorts as long as it is substantially similar to ours. So my point made earlier is that DVCMC in theory should be suing on our behalf to void our contracts with BVTC, but is that what most club members would actually want or would they want Riviera removed or our Resort Agreements modified.

Now as for modifying the Resort Agreements CCV has added language to specifically allow this in Exhibit G Section 10.3 "BVTC, in its discretion, may change the terms and conditions of this Agreement and the Disclosure Document." - This specifically grants them rights to change the Resort Agreement and reaffirms the right to change the Disclosure Document, which they already defined in the Multi-Site POS and Disclosure Document, which our Resort Agreement was subject to. So for CCV at least they were allowed to do what they wanted. As for the other resorts can they I'm not sure since 10.3 doesn't exist in those and haven't skimmed through the POS completely but I suspect there is language in their somewhere that says they might. Also they may not need to if Riviera is "substantially similar" now that they separated the access to the Reservation Component from the Club Membership in the Disclosure Document. But the substantially similar part is still the issue I find concerning, but I suspect members would likely not win this battle since Disney seems to have prepared itself fully for this, by removing DVCMC's say in any changes thus removing the fiduciary protection.

To be honest I can't see in any of the Resort Agreements where they state the right of the DVC Reservation Component is dictated directly in it. Though it does have the following language to suggest the groundwork for what they did

5.1 ".....DVC Reservation Component shall be made in accordance with this Agreement and the Disclosure Document as promulgated or amended from time to time by BVTC."
6.2.d "BVTC does not anticipate that the rules and regulations governing reservations among the DVC Resorts will be affected by adding additional resorts as DVC Resorts. However, BVTC has reserved the right to amend the Disclosure Document..." Again they have reaffirmed their right to do so merely stating they didn't anticipate they would which is a far cry from saying they wouldn't.

Both of the above two section existed in the Resort Agreements all the way back to the Boardwalk Villas (being the second. I suspect that OKW is slightly different having been the first resort and was a bit more difficult to follow since it said DVD would be the one responsible for trading, so I assume it might have an Resort Agreement executed at some point with BVTC).

All in all I think an argument with Disney would be a goodwill argument as best and I think the legal arguments are much harder to win than the 2020 Point Reallocation. At least on that part you had the overarching fiduciary obligation to give weight to the argument the Members didn't want it and it wasn't in their best interest. Here you can't rely on that because all changes were reserved to be made by BVTC without input by DVCMC. And overall I think the changes were done in the confines of what was legal but was shady that is for sure.

 

[freediverdude]

Also I think an argument could be made about what would be the point of Riviera resale owners being club members if this happens. They wouldn't get one single benefit of being club members, no reservation component, no member perks. What would be the point of them being called club members other than having a card with their name on it. This would call into question the meaning of the club.