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Colony Council Board of Directors v. Hightower Enterprises

Citations: 228 Va. 197; 319 S.E.2d 772; 1984 Va. LEXIS 189Docket: Record No. 811771

Court: Supreme Court of Virginia; September 7, 1984; Virginia; State Supreme Court

Narrative Opinion Summary

In this appellate case, the Court examined the interpretation of the term 'unsold' within the bylaws of a condominium owners' association, affecting the obligation of a developer, Hightower Enterprises, to pay maintenance fees on units reacquired after purchaser defaults. The trial court had ruled in favor of Hightower, concluding that reacquired units remained 'unsold' and thus exempt from full assessments. However, the appellate court found this interpretation erroneous, emphasizing that any ambiguity in the bylaws should be construed against Hightower, who drafted them. The Court clarified that the transfer of beneficial interest, rather than the delivery of a deed, signifies a sale, thereby holding that reacquired units cannot be classified as 'unsold' and are subject to assessments. This decision reversed the trial court’s ruling and remanded the case for proceedings consistent with the appellate opinion, reinforcing the principle that contractual ambiguities should be resolved against the drafter and establishing the obligations of developers in similar contexts.

Legal Issues Addressed

Definition of 'Unsold' in Condominium Context

Application: The Court concluded that reacquired units, after default, should not be classified as 'unsold,' affecting the developer's maintenance fee obligations.

Reasoning: The court holds that once a unit-week is sold, it cannot revert to being 'unsold,' despite potential reacquisition through guarantees, and that assessments and fees are owed on all reacquired units after a purchaser's default.

Interpretation of Condominium Bylaws

Application: The Court determined that ambiguity in the condominium bylaws should be resolved against the drafter, Hightower Enterprises, impacting the classification of reacquired units.

Reasoning: The Court emphasized that any ambiguity in the bylaws must be resolved against Hightower, as it drafted the language.

Legal Effect of Deed Delivery in Sales Transactions

Application: The Court found that a sale is complete upon transfer of beneficial interest, not merely upon delivery of the deed, influencing ownership rights and assessment obligations.

Reasoning: The buyer is responsible for dues and assessments before and after the deed's delivery, indicating ownership rights without a deed.