Glenn Taniguchi v. Association of Apartment Owners of King Manor, Inc.

Summary

The Supreme Court of Hawaiʻi affirmed summary judgment for the Association of Apartment Owners of King Manor and the individual defendants. The court held that a statutory prohibition on condominium resident managers serving on the board did not apply to an association whose bylaws were recorded before the prohibition was enacted, and that inclusion of the prohibition in a restated set of bylaws exceeded the statutory authority for restatement. The court also rejected the plaintiff’s fiduciary-duty, proxy-solicitation, and challenge to the validity of the second restated bylaws.

Holdings

1. HRS § 514A-82(a)(14), originally enacted as former HRS § 514-20(15), did not apply to the Association because its condominium regime and original bylaws were established and recorded before the provision was enacted.
2. The inclusion of a provision barring resident managers from serving on the Board in the First Restated Bylaws exceeded the authority granted by HRS § 514A-82.2(b) and could not be treated as part of a valid statutory restatement.
3. The alleged disclosure omissions did not create a genuine issue of material fact supporting the fiduciary-duty claim, and the claim was moot because no effective remedy remained.
4. The claim that King solicited proxies in violation of HRS § 514A-82(b)(4) was moot because no effective remedy remained.
5. The challenge to the Second Restated Bylaws did not establish a genuine issue of material fact warranting relief.

Questions Presented

1. Whether HRS § 514A-82(a)(14), prohibiting a condominium resident manager from serving on the board, applied to an association created and governed by bylaws recorded before enactment of the provision.
2. Whether inclusion of the resident-manager restriction in the Association's First Restated Bylaws was authorized by HRS § 514A-82.2(b).
3. Whether the Association's Board breached a fiduciary duty of disclosure to its members in connection with the proposed ratification of the First Restated Bylaws.
4. Whether the claim that the Board president solicited proxies in violation of HRS § 514A-82(b)(4) remained justiciable.
5. Whether the Association's Second Restated Bylaws were defective because of alleged procedural defects, conflicts of interest, or lack of statutory authority.

Disposition

affirmed