Barbara Ghia v. West Woods Condominium Association

Summary

The Vermont Superior Court decides cross-motions for summary judgment in a dispute over development rights in the West Woods condominium. The court upholds the validity of the 1991 amendment, holds that the 2007 amendment was voidable rather than void ab initio but remains effective because the Association failed to timely challenge it, and rejects the Association’s purported rescission. The decision addresses unanimous-consent requirements under Vermont condominium law, statutes of limitation, laches, and declaratory relief.

Holdings

1. The 1991 amendment did not require unanimous consent because it removed the seven-year time limit on the declarant's right to construct additional units but did not change the fixed formula governing each owner's percentage interest in the common areas and facilities.
2. The 2007 amendment required unanimous consent because it immediately changed the unit owners' percentage interests and allocated common expenses differently; because it lacked unanimous approval, it was voidable rather than void ab initio.
3. The Association's delayed challenge to the 2007 amendment was untimely, and any equitable attempt to rescind the amendment was barred by laches.
4. The Association's recorded rescission of the 2007 amendment was void and ineffective because the Association lacked authority under the governing documents or the Vermont Condominium Ownership Act to revoke Plaintiff's development rights unilaterally.
5. Defendant was entitled to summary judgment on the slander-of-title claim because Plaintiff could not establish the required malice element.
6. Defendant was entitled to summary judgment on the negligence claim because Plaintiff did not establish an actionable negligence duty or claim on the undisputed facts.
7. Defendant was entitled to summary judgment on the breach-of-contract claim because the alleged rescission did not breach a contractual term and Plaintiff did not show damages resulting from a breach.
8. Defendant was entitled to summary judgment on the implied-covenant claim because the record did not support a finding that the Association acted in bad faith by attempting to rescind an amendment it believed had been procedurally defective.
9. Defendant was entitled to summary judgment because Plaintiff retained development rights, so the infrastructure expenditures were not rendered worthless and Defendant's retention of the alleged benefit was not shown to be inequitable.
10. Defendant was entitled to summary judgment because promissory estoppel is unavailable where the parties' relationship is governed by a contract.
11. Defendant was entitled to summary judgment on the betterments claim because Plaintiff had not been ejected from the property.

Questions Presented

1. Whether the 1991 amendment to the condominium declaration was valid without unanimous consent of all unit owners.
2. Whether the 2007 amendment was invalid because it altered unit owners' undivided interests and common expenses without unanimous consent.
3. Whether the Association's 2022 attempted rescission of the 2007 amendment was effective and could terminate Plaintiff's development rights.
4. Whether Plaintiff's claims for slander of title, negligence, breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment or quantum meruit, promissory estoppel, and betterments survived summary judgment.

Disposition

other