Resort Condominium International, LLC v. Sunterra Corp. (In Re Sunterra Corp.)

MEMORANDUM

MOTZ, District Judge.

Resort Condominium International (“RCI”) has appealed the bankruptcy court’s denial of its motion to dismiss Sun-terra Corporation’s (“Sunterra”) counterclaims. RCI contends that the counterclaims fail to state a claim upon which relief may be granted. I will reverse the bankruptcy court’s denial of RCI’s motion. 1

I

In December 1997, RCI and Sunterra entered into two agreements — a Master Services Agreement (“MSA”) and Master Affiliation Agreement (“MAA”). 2 (Comply 5.) The M.S.A. outlines the manner in which RCI would provide external exchange services to…