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payment of a "membership fee" of $15,000 and an "initiation
fee" of $140,000. Each class B membership entitled its
holder to the exclusive use of one of the villas for 30
days per year in consideration of the payment of a
"membership fee" of $7,500 and an "initiation fee" of
$70,000. The club's Restated Articles and First Amended
Bylaws provide that class B members would be sold only in
pairs, and each pair of class B members would reduce the
number of class A memberships by one.
Each class C membership entitled its holder to the
exclusive use of one of the villas for 10 days per year
in consideration of the payment of a "membership fee" of
$2,500 but no "initiation fee". Class C memberships were
given to Mr. Dixon, petitioner, and Mr. Ralph Armstrong,
who are specifically named in the club's Restated Articles
and First Amended Bylaws as class C members. Mr. Armstrong
is a real estate broker in San Antonio whom Mr. Dixon and
petitioner retained to manage the marketing of the project.
The maximum number of days on which all six villas
could be used during the year is 2,190 (i.e., 6 villas x
365 days). The club's Restated Articles and First Amended
Bylaws specify that the number of class A memberships
would be no more or less than 36. Because each class A
membership entitled its holder to use a villa for 60 days
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