Residential Communities of America v. Escondido Community Ass'n
1992 Fla. App. LEXIS 8502, 1992 WL 185795, 603 So.2d 122 (1992)
Rule of Law:
An amendment to a condominium's declaration of covenants and restrictions does not bind a developer’s remaining undeveloped property interests if the declaration explicitly requires the developer's consent for such amendments, regardless of whether the developer currently holds completed units for sale under statutory definitions.
Facts:
- In 1979, Residential Communities of America (RCA) began developing, acting as general contractor, and marketing the Escondido Condominium in Seminole County, Florida, planning three phases.
- By 1984, RCA had built and sold 203 units but still owned two undeveloped parcels in the last phase.
- Also in 1984, RCA turned over management and control of the condominium to the Escondido Community Association (ECA).
- RCA continued to hold the two undeveloped parcels, which were improved with completed parking lots and installed water, sewer, and telephone lines for 27 additional units.
- Article XVII of the original Declaration of Condominium stipulated that any amendment would not affect the rights of the "Developer" unless the "Developer" joined in said amendment.
- The condominium was originally marketed as an adult community, with Article IX(J) of the Declarations prohibiting children under the age of seventeen from residing in units for longer than sixty days.
- To ensure compliance with the Fair Housing Amendments Act of 1988 regarding age restrictions, the ECA's Board of Directors adopted the Fifth Amendment to the Declaration, prohibiting the sale or lease of any unit unless an occupant of the unit is fifty-five years of age or older.
- The ECA did not notify RCA nor seek its joinder in adopting the Fifth Amendment.
Procedural Posture:
- Residential Communities of America (RCA) filed a declaratory suit in trial court.
- The trial court rendered a judgment determining that RCA's uncompleted units were bound by an amendment to the declaration of condominium, holding that RCA was not a "developer" whose joinder was necessary because it was not presently holding any completed units for sale.
- RCA appealed the trial court's judgment to the Florida District Court of Appeal, Fifth District.
Premium Content
Subscribe to Lexplug to view the complete brief
You're viewing a preview with Rule of Law, Facts, and Procedural Posture
Issue:
Does an amendment to a condominium declaration, adopted without the developer's consent, bind the developer's undeveloped parcels when the declaration specifically requires developer joinder for amendments affecting its rights, even if the developer no longer holds completed units for sale in the ordinary course of business as defined by statute?
Opinions:
Majority - W. Sharp
No, an amendment to the Escondido Condominium Declaration, adopted without RCA’s consent, does not bind RCA’s undeveloped parcels because Article XVII of the Declaration explicitly requires the developer's joinder for any amendment to affect its rights, irrespective of whether the developer holds completed units for sale under statutory definitions. Justice Sharp explained that Article XVII of the condominium's Declaration of Condominium is determinative. This article clearly states that "an Amendment to this Declaration shall not affect in any manner whatsoever the rights of the Developer unless the Developer joins in said Amendment." The court found that this provision protects RCA's property interests regardless of whether it is actively selling completed units. While Section 718.301(3), Florida Statutes (1979), offers developers specific protections against adverse actions by an association if they hold "units for sale in the ordinary course of business," and Section 718.103(13) defines "developer" broadly as one who "creates a condominium or offers condominium parcels for sale," these statutes do not prohibit condominium documents from affording greater protections to a developer. RCA undisputedly created the condominium and still held ownership interest in the two undeveloped parcels at the time the amendment was passed. Therefore, the Declaration's specific language requiring developer joinder for amendments affecting its rights prevails, and since RCA did not consent, the amendment does not bind its undeveloped parcels.
Analysis:
This case underscores the principle that specific provisions within a condominium's declaration can grant a developer greater rights than those explicitly outlined in state condominium statutes. It establishes that courts will prioritize the clear language of the governing documents, especially when they offer protections beyond the statutory minimums. This ruling has significant implications for developers retaining property interests in phased developments, ensuring their rights are protected from unilateral changes by unit owner associations, and highlights the importance of precise drafting in declaration documents.
