Legal Clause Derails Country Club Agreement : Bankruptcy: Judge orders the various factions of Marbella golf resort to confer and return to court Monday.

Hopes were dashed Thursday that the divided members of the posh Marbella Country Club might agree on a plan to lift the golf resort out of bankruptcy court.

U.S. Bankruptcy Judge James N. Barr ordered the several factions to confer and return to court Monday after a group of members indicated that they disagree strongly with one facet of the club’s reorganization proposal.

The disagreement, which appears to be the final sticking point after months of negotiations, is over a clause that aims to discourage lawsuits against the San Juan Capistrano club’s developer. Members were told in a recent letter that they will have to agree not to sue the developer in order to obtain membership in the post-bankruptcy club. The clause was inserted, the letter stated, to protect the club financially from extensive litigation costs.

Marbella was developed by Fairway Land Co. of Laguna Niguel in a joint venture with a corporate affiliate of Berg & Berg Developers of Cupertino. The club, which opened in 1988, has more than 800 members.

Some of them have indicated that they want to initiate lawsuits because they think they were defrauded when the club--and its $50,000-a-month deficit--were turned over to them in August by the developer.

Marbella’s board of governors, faced with a mounting debt and growing dissension among the members, decided in September to file for reorganization under Chapter 11 of the U.S. Bankruptcy Code.

The membership structure at Marbella makes any mutual agreement difficult. The club is composed primarily of founding members who paid as much as $30,000 each to join before the golf course was built. They did so with the agreement that they would never be charged monthly dues. Those who joined after the course was completed paid as much as $85,000 each to join and are also assessed $3,540 a year in dues.

In the original dispute last year, the founding members refused to accept responsibility for dues payments. Under the agreement that was to have gone before the judge Thursday, those people would have paid about $200 a month. In return, they would have received some special privileges: the right, for example, to sell their memberships without having to pay a transfer fee.

Stan Sanderson, Marbella’s president, said of the members’ failure to reach an agreement: “I’m hurt and disappointed. . . . I felt like we (the board of governors) have really bent over backwards to deal in good faith.”