DocketNumber: No. 238, 2001
Citation Numbers: 801 A.2d 1
Judges: Berger, Holland, Steele, Veasey, Walsh
Filed Date: 5/22/2002
Status: Precedential
Modified Date: 9/24/2021
This appeal arises out of an action initiated by the governing body of the Dorset Condominium Apartments against three of its unit owners. The action sought both injunctive and monetary relief in the Court of Chancery. The Council of the Dorset Condominium Apartments asked the Court of Chancery to grant injunctive relief giving it the right of access to certain units in order to replace the exterior windows and glass sliding doors of those units. In addition, the Council asked the court to enter a judgment requiring the defendant unit owners to pay their proportionate share of the expense assessed for both the window and door replacement project and a sepa
In his opinion of April 10, 2001, the Vice Chancellor ruled in favor of the Council on the assessment for the parking lot expenses, but found that the Council lacked the authority to impose an assessment for the window and sliding door project.
Neither party appeals the assessment for the parking lot expenses. The Council, however, contends that the Vice Chancellor committed legal error when he determined that the Council lacked the authority to undertake the window and door project, further erred when he applied an incorrect interest rate to the parking lot assessment owed and erred when he failed to award attorneys’ fees in accordance with the Dorset Code of Regulations (COR). We find the Vice Chancellor’s reasoning on the issue of the individual nature of the exterior windows and sliding doors persuasive and therefore affirm that portion of his opinion. We remand the issue of the proper interest rate and the failure to award costs and fees to the Court of Chancery and request that the Court state the basis for its conclusions on these two rulings.
I.
The Dorset Condominium Apartments is a mixed-use condominium established under the Unit Property Act
Early in 2000, the Council contracted for the replacement of the Dorset parking deck and the performance of related work on the parking garage. The Council did not submit the issue of the parking contract to a vote of the unit owners and included the cost of that contract in the special assessment at issue in this litigation. In the Court of Chancery, the defendant unit owners contended, inter alia, that the parking deck project was subject to a vote under the terms of Article 12(1)
In February 2000, the Council proposed replacing the exterior windows and sliding glass doors in the complex. The Council had first recommended this project in November 1998, but the Association rejected the proposal at.a special meeting. In its solicitation of votes for the 2000 proposal, the Council estimated that the new contract would cost $600,000, and stated that between $160,000 and $200,000 would need to be spent to repair the existing windows if the proposal failed. The notice read, in part:
Since the Dorset windows and sliding glass doors are common elements, repair and replacement are the Council’s responsibility. This was an intentional decision by the originaldevelopers [sic] of the Dorset in order to insure uniform appearance over the building exterior. Thus, window replacement by individual owners is not an option. Because the window replacement will constitute an upgrade costing in excess of $40,000.00 in one year, the consent of the unit owners holding a majority of the pro-rata interests is required for the replacement to proceed.
By April 1, 2000, a slim majority of the Unit Owners had voted in favor of the assessment for window replacement. After this vote, the defendant unit owners solicited the requisite number of signatures to force the Council to call a special meeting of the Association “for the purpose of debate, review and vote on the issue of window replacement; and to institute a super majority vote requirement on special assessments.” In this notice for the special meeting, the Council declared, “even if a quorum is achieved and even if a majority of attendees vote in favor of petitioner’s proposals, neither of the proposals will be effective.” (Emphasis in original). The special meeting was convened on May 31, 2000 and adjourned for lack of a quorum. Immediately thereafter, the Council met and entered into a contract for the window and door replacement.
A condominium declaration and its accompanying code of regulations together form no more than an ordinary contract between the unit owners (and, initially, the developer), created under the statutory framework of the Unit Properties Act.
As the Vice Chancellor noted, our principal inquiry must be into whether or not the assessed cost of replacing the exterior windows and sliding doors was a “Common Expense” under the terms of the Act. Indeed, both the statutory framework and the Dorset Declaration expressly empower the Council to levy those assessments necessary to meet common expenses. The Unit Properties Act defines the term to include the following:
a. Expenses of administration, maintenance, repair and replacement of the common elements.
b. Expenses agreed upon as common by all the unit holders, and
c. Expenses declared common by provisions of this chapter or by the declaration or the code of regulations.11
To determine whether or not the windows and doors fall within the category of common elements or are otherwise covered as a common expense, we must look to the language of the Dorset’s governing documents.
Article 9 of the Dorset Declaration describes the common elements as consisting of two parts, the general common elements and the limited common elements. The limited elements are listed in the Declaration Plan and generally encompass “outside” items reserved for individual unit use. The general elements are described as consisting of “the entire Property other than the Units and Limited Common Elements.” Article 9 then proceeds to list, although admittedly not exclusively, a plethora of items that are considered to be in this category. Neither windows nor sliding doors are mentioned. The description of the unit, however, which Article 9 renders mutually exclusive of the common elements, states that each unit consists of, in part, “the patio and or balcony connected to a Unit (including all doors to leading to such patio or balcony), [and] all windows of a Unit.” Because this specific language excludes the windows and doors from the common elements, they similarly cannot be considered a common expense under Section 2202(4)(a) of the Unit Property Act.
We must next examine whether the terms of the Declaration and the COR provide for the inclusion of the widows and doors as a common expense, despite the fact that they are not among the common elements. As an initial matter, we find that Section 2202(4)(b)
Despite the Council’s misconception of the appropriate statutory framework for examining the effect of the Declaration and COR on this dispute, we wholly agree that Delaware’s Unit Property Act in no way prohibits an enabling declaration from adopting a different definition of the term “common expense” than that in the statute. Indeed, the very purpose of Section 2202(4)(c) is to authorize a different or expanded definition of common expenses in the Declaration and COR. The Council raises two arguments in support of its position that the governing documents provide for the windows and sliding doors to be treated as a common expense. The first is that the replacement of the windows and doors falls within the Council’s broad duty to maintain the exterior of the building. In the second, it contends that the governing documents for the Dorset authorize the majority owners to establish any item as a common expense by a simple majority vote.
The Council contends that Article 13 of the Declaration authorizes it to replace the windows as part of its duty to maintain the exterior of the building. Article 13(B)(2) states that the Council has responsibility “to repair, maintain or replace. .. [a]ll portions of a Unit which constitute a part of the exterior of the Building including any balcony or patio.” Moreover, Article 13(C)(1) prohibits the Unit Owner from maintaining, repairing or replacing the portions of the Unit mentioned in Article 13(B). On its face, this appears to include the exterior windows, and the Vice Chancellor concluded that they were, indeed, part of the exterior.
A court must interpret contractual provisions in a way that gives effect to every term of the instrument, and that, if possible, reconciles all of the provisions of the instrument when read as a whole.
We also cannot agree with the Council’s second argument that the Declaration and COR allow for a simple majority vote to authorize an expense as common.
The Council contends, on the contrary, that Article 2(D)(1), when read with other parts of the organizational documents, allows a mere majority of the unit owners to authorize the Council to invade the property interest of an individual owner, despite the lack of any provision to this effect. Specifically, the fact that Article 2(B)(5) of the COR states that the owners may “transact such other business at such [annual] meetings as may properly come before them” does not give the majority
Even if we were to ignore our longstanding precedent
This Court recognizes that the language in the Dorset’s governing documents demands that the provisions of those documents be “liberally construed” to create “a uniform plan for development and operation” of the condominium. We certainly understand the benefit that a uniform exterior would likely present to the ownership group as a whole. Yet even as we can conceive of a policy that supports the Council’s ultimate goal of employing unfettered discretion to preserve every part of the Dorset complex that is within the public eye, the liberal construction of any contract is necessarily limited by the terms of the document. Here, the Declaration and COR are clear that the right to replace exterior windows and sliding doors rests with each individual unit owner. It is not within our purview to add unilaterally to the terms of an agreement to strengthen its perceived goal.
Moreover, even under the restrictive terms of the Dorset’s Declaration and COR, the Council retains the right to maintain an essentially uniform exterior appearance. Articles 13(A) and 13(C)(4) of the Declaration restrict the marginal unit owner from subjecting his neighbors to a truly incongruous appearance by requiring every unit owner to first obtain the written permission of the Council before performing any repair or replacement work on the exterior of his unit. This caveat sufficiently preserves the appropriate balance between the property interest of the owner and the stated desire that the Council be allowed to create and maintain a uniform plan for the condominium for the benefit of that community. Because the Declaration protects the communal property interest in the Dorset building, we see no reason to ignore its terms for policy reasons.
III.
The Vice Chancellor’s ruling requires that each of the Appellee-defendant unit owners, remit to the Dorset that portion of the special assessment that related to the replacement of the parking deck, including interest at the “legal rate.”
Similarly, the Vice Chancellor’s opinion offers no basis for his denial of Plaintiffs additional costs and expenses, including attorneys’ fees.
The judgment of the Court of Chancery is affirmed in part, and reversed and remanded in part. The Court of Chancery shall file its report within 30 days on the portion of this matter remanded. See Sup. Ct. R. 19. Jurisdiction is retained.
. The Council of the Dorset Condominium Apartments v. Gordon, Del. Ch., 787 A.2d 723 (2001) (hereinafter Chancery Opinion).
. Id. at 730, 732.
. Id. at 732.
. Id.
. Del.Code Ann. tit. 25, ch. 22 (1989).
. Article 12(1) provides:
[Wjhenever in the judgment of the Council the Common Elements shall require addi*4 tions, alterations or improvements costing in excess of Forty Thousand Dollars ($40,-000) and the making of such additions, alterations or improvements shall have been approved by a majority of the Unit Owners, the Council shall proceed to assess all Unit Owners the cost thereof as a Common Expense.
. The Vice Chancellor concluded that the new deck was essentially the same as the old with the exception of superior waterproofing. He found that the evidence clearly showed that the old decking had reached (he end of its useful life and that nothing in the record suggested that the water proofing quality of the new decking was the reason the project was undertaken or that it materially contributed to an increase in the cost. Chancery Opinion at 728.
. See Linden Knoll Condominium Ass'n v. McDermott, Del. Super., C.A. No. 93C-03-090, 1994 WL 555361, Del Pesco, J. (Aug. 19, 1994) (applying general rules of contract interpretation to the interpretation of a condominium’s governing documents).
. Citadel Holding Corp. v. Roven, 603 A.2d 818, 822 (Del.1992).
. Id.
. Del.Code Ann. tit. 25 § 2202(4) (1989).
. Id.
. Id.
. Chancery Opinion at 729.
. See Footnote 11, supra; see also Chancery Opinion at 729.
.Chancery Opinion at 729-30.
.Warner Communications Inc. v. Chris-Craft Indus., Inc., 583 A.2d 962, 971 (Del.Ch.1989), aff'd, 567 A.2d 419 (Table) (Del.1989).
.The Vice Chancellor's opinion suggests that, at trial, this argument was made only in passing. Chancery Opinion at 731, n. 14.
.Id.
. See, e.g., Rhone-Poulenc Basic Chems. Co. v. American Motorists Ins. Co., 616 A.2d 1192, 1195 (Del.1992).
. Chancery Opinion at 731.
. Del.Code Ann. tit. 25 § 2233 (1989).
. Chancery Opinion at 731.
North American Leasing, Inc. v. NASDI Holdings, LLC ( 2022 )
COUNCIL OF DORSET CONDOMINIUM v. Gordon , 801 A.2d 1 ( 2002 )
Bethany Marina Townhouses Phase II v. BMIG, LLC ( 2017 )
EDWARD and NANCY KABLAOUI V GERAR PLACE CONDOMINIUM ) ... ( 2022 )
One Cypress Terminals, LLC v. Bluewing Midstream, LLC ( 2023 )
Duncan v. STTCPL, LLC ( 2017 )
Cove Owners Association, Inc. v. 1205 Coastal LLC ( 2022 )
Dale Yeilding v. Council of Assn. of Unit Owners of Pelican ... ( 2022 )