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HomeMy WebLinkAbout97-3436 EquityCAROL NOVASAT, CLAUD SKELTON, PAT VANDREW AND BARBARA STODDART- MORGAN, Plaintiffs COUNCIL OF WESTWOOD VILLAGE CONDOMINIUM, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY NO. 97-3436 EQUITY TERM IN RE: ADJUDICATION BEFORE OLER, J. OPINION and DECREE NISI DECREE NISI AND NOW, this ~ day of February, 1998, upon consideration of Plaintiffs' complaint, following a trial, and for the reasons stated in the accompanying opinion, Defendant is enjoined to schedule a special meeting of unit owners of Westwood Village Condominium within thirty days for the purpose of permitting any unit owner to make a motion for the removal from the Council of Westwood Village of William Hicks, and to secure a vote thereon at the meeting. All other relief requested by Plaintiffs is denied. Karl M. Ledebohm, Esq. 2109 Market Street Camp Hill, PA 17011 Attorney for Plaintiffs BY THE COURT, Kent H. Patterson, Esq. 221 Pine Street Harrisburg, PA 17101 Attorney for Defendant CAROL N0VASAT, CLAUD SKELTON, PAT VANDREW AND BARBARA STODDART- MORGAN, Plaintiffs Vo COUNCIL OF WESTWOOD VILLAGE CONDOMINIUM, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - EQUITY NO. 97-3436 EQUITY TERM IN RE: ADJUDICATION BEFORE OLER, J. OPINION and DECREE NISI OLER, J., February 9, 1998. In this equity case, several unit owners at the Westwood Village Condominium in East Pennsboro Township, Cumberland County, have sued the condominium council as a result of certain alleged infractions of the cond6minium's code of regulations. Trial was held in this matter on Friday, December 5, 1997. Based upon the evidence presented at the hearing, the following Findings of Facts, Discussion, Conclusions of Law, and Decree Nisi are made and entered. FINDINGS OF FACT 1. Plaintiffs are several unit owners at the Westwood Village Condominium in Enola, East Pennsboro Township, Cumberland County, Pennsylvania. 2. Defendant Council of Westwood Village Condominium is the five-member board which manages the business, operation and affairs of Westwood Village Condominium. 3. The administration and management of Westwood Village Condominium and the actions of the Council and unit owners are NO. 97-3436 EQUITY TERM governed by the Code of Regulations of Westwood Village Condominium; the Code of Regulations is recorded in the office of the Recorder of Deeds in and for Cumberland County. 4. A company known as Property Management Incorporated (PMI) is engaged by the Council to manage the condominium. 5. An annual meeting of the unit owners was held on May 1, 1997. 6. Among the items of business for the annual meeting was the election of two members on the Council. 7. Prior to the annual meeting, the Council, in a mailing to unit owners, recommended two of the five announced candidates for election. 8. Under the Code of Regulations, ballots for members of Council could be cast prior to the annual meeting. 9. Specifically, the Code of Regulations provided as follows: "Unit Owners or their Voting Representative may cast their vote prior to the annual meeting by depositing their ballots with the Secretary .... " 10. The Code of Regulations provided that such pre-meeting ballots were "to be opened by [the secretary] at the meeting," and that the unit owners or their representatives were "not required to be present at the meeting to cast their ballots for the election of the members of the Council." 11. Tabulation of votes by unit owners, as provided for in NO. 97-3436 EQUITY TERM the Declaration Creating and Establishing a Westwood Village Condominium, was an extremely complicated procedure: Voting Riqhts of Unit Owners. The voting rights of Unit Owners shall be computed on the basis of each Unit Owner's Common Interest in the Common Elements. The number of votes which each Unit Owner shall be entitled to cast at any meeting of the Unit Owners shall be equal to the respective figure shown opposite of the Unit Designation of the Unit owned by such Unit Owner in Exhibit "A" hereof (representing the percentage of Common Interest in the Common Elements), multiplied in each case by 1,000 thereby resulting in 100,000 votes in the aggregate. The right to cast the votes applicable to a particular Unit shall be established by the record title of such Unit. Thereafter, (i) except as hereinafter provided as to a Unit owned by a husband and wife, if a Unit is owned by more than one individual, the individual entitled to cast the votes for the Unit shall be designated by a certificate signed by all the record Unit Owners of the Unit and filed with the Secretary of the Council; (ii) if Unit is owned by a corporation, the individual entitled to cast the votes for the Unit shall be designated by a certificate of appointment signed by the president or vice president, under its corporate seal, and tested by the secretary or assistant secretary of the Corporation and filed with the Secretary of the Council, and (iii) if a Unit is owned by a partnership, the individual entitled to cast the votes for the Unit shall be designated by a certificate signed by all partners and filed with the Secretary of the Council. Any such certificate shall be valid until ~ revoked or until superseded by a subsequent certificate or until a change in the ownership of the Unit concerned. A certificate designating the individual entitled to cast the vote of a Unit may be revoked by any Unit 3 NO. 97-3436 EQUITY TERM Owner thereof. If a Unit shall be owned by a husband and wife, then they may, but shall not be required to, execute a certificate designating an individual to cast the votes for their Unit. If such a certificate shall not be executed and if both of them are unable to agree as to the manner in which the votes applicable to their Unit shall be cast, then the votes applicable to such Unit shall not be counted; provided, however, that if only one of them shall be present at a meeting of the Unit Owners, the spouse present may cast the votes applicable to the Unit unless prior thereto the other spouse, by written notice to the Secretary, shall deny authorization of the spouse present to cast such votes. 12. In order to expedite the tabulation of ballots at the annual meeting, PMI opened and tabulated the pre-meeting ballots cast for positions on the Council prior to the annual meeting, but did not reveal the results to the Council or anyone else prior to the meeting. 13. Under the Code of Regulations, a member of the Council could be removed by an affirmative vote of two-thirds of the votes cast by the unit owners at an annual meeting or at a special meeting called for that purpose. . 14. Under the Code of Regulations, "new business" was a regular item on the agenda of annual meetings. 15. At the annual meeting on May 1, 1997, Council did not permit Plaintiffs to make a motion for the removal of the president of the Council, William Hicks (whose position was not one of those 4 NO. 97-3436 EQUITY TERM being filled by election). 16. The basis for the refusal to permit such a motion was a belief by Council that the Code of Regulations precluded consideration of a motion under new business for which advance notice had not been provided by the moving party. 17. The Code of Regulations does not, in the court's view, contain such a preclusion.~ 18. Neither the Council nor any of its members are found by the court to have acted fraudulently, in bad faith, or through self-dealing with respect to the recommendation of candidates, the balloting process, or the preclusion of a motion under new business. DISCUSSION "[J]udicial relief from the actions of condominium governing bodies will be available in those situations where the action of the governing body is unauthorized, or it is established that the action has been taken fraudulently, in bad faith, or constituted self-dealing." Lyman v. Boonin, 535 Pa. 397, 404, 635 A.2d 1029, ~ The court is unable to agree with Defendant that a pro%ision in the Code of Regulations directing that the Council's "[n]otices of the Annual and Special Meetings of the Unit Owners ... specify the date, time and location of the meeting, as well as the matters which will be the subject of discussion or vote at such meeting ..." imposes an obligation upon a unit owner to notify the Council in advance of an annual meeting of any new business which he or she may bring up. If such a requirement is desired by a sufficient number of unit owners, the regulations can be amended to that effect. NO. 97-3436 EQUITY TERM 1032 (1993). In the present case, the court is unable to perceive any impropriety on the part of the Council in recommending certain candidates to the unit owners for membership on the council. In addition, the opening of ballots by PMI prior to the annual meeting for the purpose of performing a complicated tabulation was an expediency which, while technically not correct, prejudiced no one and may be fairly characterized as de minimis, in the court's view. On the other hand, the refusal of the Council to entertain a motion under new business seems to the court to have represented a significant departure from the proper conduct of the meeting. Accordingly, a decree will be entered which is designed to repair this irregularity. CONCLUSIONS OF LAW 1. The court has jurisdiction over the parties and of the subject matter involved in this litigation. 2. The actions of Defendant, Council of Westwood Village Condominium, with respect to recommendations of candidates for positions on the council, processing of ballots, and preclusion of a m~tion to remove a member of council do not rise to the level of fraud, bad faith, or self-dealing which would warrant judicial intervention. 3. The action of Defendant, Council of Westwood Village Condominium, in precluding a motion by a unit owner, during the NO. 97-3436 EQUITY TERM portion of the annual meeting devoted to new business, was unauthorized and of sufficient significance to warrant judicial intervention in accordance with the holding of Lyman v. Boonin, supra. DECREE NISI AND NOW, this 9th day of February, 1998, upon consideration of Plaintiffs' complaint, following a trial, and for the reasons stated in the accompanying opinion, Defendant is enjoined to schedule a special meeting of unit owners of Westwood Village Condominium within thirty days for the purpose of permitting any unit owner to make a motion for the removal from the Council of Westwood Village of William Hicks, and to secure a vote thereon at the meeting. All other relief requested by Plaintiffs is denied. BY THE COURT, Karl M. Ledebohm, Esq. 2109 Market Street Camp Hill, PA 17011 Attorney for Plaintiffs Kent H. Patterson, Esq. 221.Pine Street Harrisburg, PA 17101 Attorney for Defendant s/ J. Wesley Oler, Jr. J. Wesley Oler, Jr., J.