Sold Beach Club Contract

[Sandisw]

I would refuse to sign the document. Then what?

My opinion? You’d be in violation of the contract to sell as it’s required to close.

And you wouldn’t be allowed to sell it while that is still in play because you have a legally binding sale contract with them as they are now the buyer of the contract.

Unless Disney backs out if it, I think you would be stuck. And ,8; tot did try to sell again, they would have the ability to ROFR again and back to the same situation

 

[wnielsen1]

My opinion? You’d be in violation of the contract to sign as it’s required to close.

And you wouldn’t be allowed to sell it while that is still in play because you have a legally binding sale contract with them.

They don’t get to add terms to the sale. They step in the buyer‘s shoes.

 

[Sandisw]

They don’t get to add terms to the sale. They step in the buyer‘s shoes.

Again we agree to allow the process of ROfR to happen and signing this is part of the documents that are part of ROFR. It has nothing to do with terms of the contract.

You can’t sell DVC contract without Disney approving it.

My opinion is that this is a stipulation as part of what happens once DVD takes the contract, and you are obligated since you agreed to the ROfR process when you bought.

Since I am not DVD, no idea what they would do but that is what I think.

 

[wnielsen1]

Again we agree to allow the process of ROfR to happen and signing this is part of the documents that are part of ROFR. It has nothing to do with terms of the contract.

You can’t sell DVC contract without Disney approving it.

My opinion is that this is a stipulation as part of what happens once DVD takes the contract, and you are obligated since you agreed to the ROfR process when you bought.

I guess the question is, do you sign that same piece of paper if they waive ROFR? If you do not, they cannot compel you to sign it. I don’t know. I have never sold a contract.

 

[Sandisw]

I guess the question is, do you sign that same piece of paper if they waive ROFR? If you do not, they cannot compel you to sign it. I don’t know. I have never sold a contract.

No, because you are not transferring back to DVD during the ROFR process when you sell yo someone else.

The POS says that if you want to sell you give Disney the right to buy it and while they have to pay you the same as the other buyer, nothing prevents them from creating the documents that come with that process.

Again, I think we agree to this when we buy since we agree to participate in the ROFR process. Basically, by agreeing to ROFR, you are agreeing to all aspects of the process, including this document that is part of closing.

Put another way, you actually agree to Disney’s terms of sale first when you agree to give them ROFR powers. So, the buyers contract is actually the second one in line, not the first.

 

[BruinEd03]

No, because you are not transferring back to DVD during the ROFR process when you sell yo someone else.

The POS says that if you want to sell you give Disney the right to buy it and while they have to pay you the same as the other buyer, nothing prevents them from creating the documents that come with that process.

Again, I think we agree to this when we buy since we agree to participate in the ROFR process. Basically, by agreeing to ROFR, you are agreeing to all aspects of the process, including this document that is part of closing.

Put another way, you actually agree to Disney’s terms of sale first when you agree to give them ROFR powers. So, the buyers contract is actually the second one in line, not the first.

I disagree. I looked at the Declaration document which governs the ROFR section. It only states that you would provide Disney with the same terms as the other buyer including financing. Eg, if you agreed to have payments split into two, then you have to offer Disney that.

It also gives Disney the ability to charge a fee to complete the ROFR process.

However nowhere does it give Disney the power to insert whatever process and terms they want into the ROFR.

What Disney gets from ROFR is 1.) ability to purchase your property on the same terms; and 2.) the ability to charge a fee.

Disney requesting you to keep the terms secret is not part of item 1 or 2.

This was at least in the declaration for Copper Creek. Didn’t see if there’s different terms in other resorts.

 

[Sandisw]

I disagree. I looked at the Declaration document which governs the ROFR section. It only states that you would provide Disney with the same terms as the other buyer including financing. Eg, if you agreed to have payments split into two, then you have to offer Disney that.

It also gives Disney the ability to charge a fee to complete the ROFR process.

However nowhere does it give Disney the power to insert whatever process and terms they want into the ROFR.

What Disney gets from ROFR is 1.) ability to purchase your property on the same terms; and 2.) the ability to charge a fee.

Disney requesting you to keep the terms secret is not part of item 1 or 2.

This was at least in the declaration for Copper Creek. Didn’t see if there’s different terms in other resorts.

Except the only thing we are talking about is a document that says you don’t discuss terms.

My opinion is this isn’t a change of any terms of sale…I simply don’t see it as in conflict with the POS either. It is part of the ROFR process…and you agree when you purchase to allow Disney the first option to buy…and you are agreeing to whatever comes with ROFR..

I mean my sales agreements did not say I will need to provide copies of my license to buy a contract either, but it’s required and if I don’t send them, the won’t close the sale. Or that I had to pay by wire or do a cashiers check either…but that was required…I can't close with a personal check. Not part of any sales contract and yet, its part of the requirements of closing.

Now, if they expected sellers to sign this, even when they waive ROFR, then I agree is would definitely not be allowed. But, it says that all the terms and conditions need to be followed and they are in every way...no term or condition of my sales contract is not being followed.

In the end, though, if someone doesn’t sign, and Disney does not cancel the contract as the buyer, the owners can’t sell the contract until it’s worked out.

 

[BruinEd03]

Except the only thing we are talking about is a document that says you don’t discuss terms. So, I’ll agree to disagree I stated it’s my opinion.

this isn’t a change of any terms of sale…i don’t see it as in conflict with the POS either. it is part of the ROFR process…and you agree when you purchase to allow Disney the first option to buy…and you are agreeing to whatever comes with ROFR..

I mean my sales agreements did not say I will need to provide copies of my license to buy a contract either, but it’s required and if I don’t send them, the won’t close the sale. Or that I had to wire or do a cashiers check either…but that was required…

Now, if they waive ROFR and wanted sellers to sign this, then definitely not allowed, but it says terms of the contract have to be followed and this document doesn’t change that.

Its required to close the contract…just like other documents we sign as part of closing. Again, by agreeing to give Disney right to buy the contract, I still contend you are agreeing to the terms that come with it.

In the end, if someone doesn’t sign, and Disney does not cancel it as buyer, the owners can’t sell the contract until it’s worked out.

The exact language for Copper Creek is "If an Owner desires to sell, transfer, assign or hypothecate that Owner's Unit or Ownership Interest, DVD has the right of first refusal to acquire the Unit or Ownership Interest in the Unit under the same terms and conditions as are offered to or by a bona fide third party, including financing, and in accordance with the following . . . " The rest of the language deals with timing, imposing an administrative charge, and the requirement that all assessments and dues be paid off.

The language from the original DVC Declaration in 1991 is "However, in the event an Owner or Cotenant desires to sell, transfer, assign or hypothecate his or her Unit or Ownership Interest in a Unit, DVD shall have the right of first refusal to purchase the Unit or Ownership Interest in the Unit under the same terms and conditions as are offered to or by a bona fide third party, including financing."

If the third party is not requiring that the terms of the sale be kept secret, then Disney adding the terms of secrecy is an additional term or condition. In addition, the language that Disney has added isn't just related to the terms of the sale. The language says "I/We hereby agree not to discuss the terms of this transaction or any other matter related to my/our owning the ownership interest described in the attached Deed with any other person including without limitation other owners or prospective owners of Disney Vacation Club or any members of the media." That second part essentially means that you can't discuss anything related to your ownership of that resort (e.g., the annual dues you paid, your experiences, etc.)

Taking a look at the first part of the language, it's also pretty darn broad: "I/We hereby release and forever discharge Disney Vacation Development, Inc., its parent company, their related, affiliated and subsidiary companies and the officers, directors, agents, employees, licensees, and assigns of each, from all claims, demands, liabilities, damages, costs, and expenses (including attorenys' fees and expenses) that I/we may now or hereafter have against Disney." You've just lost your right to sue Disney. Forever. Are third parties asking for that?

We know that third parties don't care if the the terms are kept secret, because you can see the pricing listed in the recorded documents. Whatever is necessary to close the transaction with a third party is all Disney gets to do. Also, third parties aren't keeping you from discussing your experiences owning the resort.

If the third party is not asking for lawsuit shields - Disney shouldn't get to ask for lawsuit shields.
If the third party is not asking for secrecy - Disney shouldn't get to ask for secrecy.
If the third party isn't asking for a specific court location - Disney shouldn't get to ask for a specific court location.

Those are all additional terms and conditions that Disney is imposing on the sale to Disney. I would say Disney is overstepping their boundaries by asking people to sign that agreement as part of the ROFR process.

 

[Sandisw]

The exact language for Copper Creek is "If an Owner desires to sell, transfer, assign or hypothecate that Owner's Unit or Ownership Interest, DVD has the right of first refusal to acquire the Unit or Ownership Interest in the Unit under the same terms and conditions as are offered to or by a bona fide third party, including financing, and in accordance with the following . . . " The rest of the language deals with timing, imposing an administrative charge, and the requirement that all assessments and dues be paid off.

The language from the original DVC Declaration in 1991 is "However, in the event an Owner or Cotenant desires to sell, transfer, assign or hypothecate his or her Unit or Ownership Interest in a Unit, DVD shall have the right of first refusal to purchase the Unit or Ownership Interest in the Unit under the same terms and conditions as are offered to or by a bona fide third party, including financing."

If the third party is not requiring that the terms of the sale be kept secret, then Disney adding the terms of secrecy is an additional term or condition. In addition, the language that Disney has added isn't just related to the terms of the sale. The language says "I/We hereby agree not to discuss the terms of this transaction or any other matter related to my/our owning the ownership interest described in the attached Deed with any other person including without limitation other owners or prospective owners of Disney Vacation Club or any members of the media." That second part essentially means that you can't discuss anything related to your ownership of that resort (e.g., the annual dues you paid, your experiences, etc.)

Taking a look at the first part of the language, it's also pretty darn broad: "I/We hereby release and forever discharge Disney Vacation Development, Inc., its parent company, their related, affiliated and subsidiary companies and the officers, directors, agents, employees, licensees, and assigns of each, from all claims, demands, liabilities, damages, costs, and expenses (including attorenys' fees and expenses) that I/we may now or hereafter have against Disney." You've just lost your right to sue Disney. Forever. Are third parties asking for that?

We know that third parties don't care if the the terms are kept secret, because you can see the pricing listed in the recorded documents. Whatever is necessary to close the transaction with a third party is all Disney gets to do. Also, third parties aren't keeping you from discussing your experiences owning the resort.

If the third party is not asking for lawsuit shields - Disney shouldn't get to ask for lawsuit shields.
If the third party is not asking for secrecy - Disney shouldn't get to ask for secrecy.
If the third party isn't asking for a specific court location - Disney shouldn't get to ask for a specific court location.

Those are all additional terms and conditions that Disney is imposing on the sale to Disney. I would say Disney is overstepping their boundaries by asking people to sign that agreement as part of the ROFR process.

I have simply shared my opinion...that is all...and I think when I agreed to the ROFR process, I agreed to whatever terms and conditions come with the ROFR process and that terms of conditions in this clause of the POS are terms and conditions of the offer that was accepted.

I have read all of that and I simply don't interpret the same way you do...since I am not a lawyer, I have no idea what would happen in a court of law if someone wants to push it. As a seller, I signed it and don't see it as a violation of the original sale.

Others may feel its a change and as I said, let them fight it out with DVD...someone asked what would happen, and I shared what I thought.

ETA: In terms of waiving rights, lets be clear...the POS says that all over the place as well as do most terms and conditions out there....that is nothing new.

 

[wnielsen1]

If I ever sell, I am going to have the exact opposite terms put in the contract

 

[chips]

I figure this will get lost at the bottom .