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Click here for the full text of this decision FACTS:The University Club of Dallas Inc., a subsidiary of ClubCorp USA Inc., opened a fitness club in North Dallas in 1982. Rather than a non-refundable initiation fee on which it would have to pay taxes, the club required its members to make an initiation deposit that would be refunded 30 years after payment. In 1982, Jim Doran bought a charter membership in the club and paid an $800 “refundable” initiation deposit under a charter membership acceptance contract. There is some dispute as to whether this membership was purchased individually or on behalf of Doran’s business. A box on the contract form was checked indicating the membership would by owned by Doran’s company. Doran claims that even if the business originally owned the membership, the business transferred the membership to him after this suit was filed. The trial court found, however, that the business had previously sold all of its assets to another entity and did not own the membership at the time of the transfer. Dr. Sami Constantine joined the club in 1994 and paid a $100 initiation deposit. Later that year, Constantine resigned from the club and no longer used its facilities. In 1999, the club’s lease expired and it ceased to operate the facility. The club offered all current members the opportunity to transfer to another club in the area. Doran did not transfer his membership, but stayed at the facility, which was under new ownership. The facility was closed in 2000 by the property’s new owners. In 2002, Doran sent a written demand for the early refund of his initiation deposit. The club refused, asserting the refund was not due until 30 years after the deposit. Doran and Constantine, individually and for a proposed class of former members of the club, sued the club seeking damages for breach of contract, conversion, and money had and received. They also sought declaratory relief. The appellants sought to certify a class of former members of the club who had paid refundable initiation deposits under contracts calling for payment of the refund 30 years after the deposit was made. After an evidentiary hearing, the trial court denied the motion for class certification concluding that: common issues of law and fact would likely not predominate, particularly in light of the tort causes of action; class certification would not be superior because individual issues would likely dominate the trial; and certification under Texas Rule of Civil Procedure 42(b)(2) would not be appropriate because the proposed class would not satisfy the cohesiveness requirement and the declaratory judgment cause of action merely duplicates the claims for damages. The trial court later filed findings of fact and conclusions of law. HOLDING:Affirmed. The appellants challenge portions of the trial court’s findings of fact. “Under an abuse of discretion standard of review, our task is to make an independent inquiry of the entire record to determine if the trial court abused its discretion; we are not limited to reviewing the sufficiency of the evidence to support the findings of fact made or limited to the specific legal conclusions reached by the trial court. Thus, we do not review the trial court’s findings of fact and conclusions of law separately from our analysis of whether the court abused its discretion in denying class certification. Appellants’ first issue presents nothing for review.” The court considers rule 42(b)(3)’s predominance requirement. Courts determine whether common issues predominate by identifying the substantive issues that will control the outcome of the litigation, assessing which issues will predominate, and determining if those predominant issues are common to the class. Southwestern Ref. Co. Inc. v. Bernal, 22 S.W.3d 425, 435 (Tex. 2000). The appellants argue the common issue is whether the closing of the club caused a failure of consideration for the promise to refund the deposit after 30 years, justifying an early refund or rescission of the contracts. Once this common issue is decided, however, and assuming it is decided in favor of the proposed 3600 member class, it will still be necessary to determine, on an individual basis, whether class members owed any balance on their contracts that would offset the refund, whether they transferred to other clubs and received additional consideration for the closing of the club, whether they resigned and thus the consideration for their promise to wait 30 years for refund did not fail, whether they made a demand for return of the deposit in connection with the conversion claim and the club’s defenses such as the statute of limitations. The trial court could have reasonably concluded that, after resolving the common issues, presenting and resolving individual issues is likely to be an overwhelming or unmanageable task for a single jury. “Even if certification would have been proper denial of certification may still not be an abuse of discretion, the court states. To show an abuse of discretion, appellants must demonstrate that the evidence negates any valid rationale by which the trial court could have denied class certification. The appellants have not made this showing, the court concludes. OPINION:Moseley, J.; Whittington, Moseley and Lang-Miers, JJ.

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