Andrea Arnold v. Randy Addison
05-20-00001-CV
| Tex. App. | Dec 17, 2021Background
- Cambridge Place HOA governed by 1995 Declaration of Covenants, Conditions, and Restrictions (1995 DCCRs) and 2004 Bylaws; board circulated proposed Amended DCCRs in 2016.
- At the Feb. 22, 2017 annual meeting proxies were collected but the named proxy-holder was absent; meeting was adjourned and reconvened Mar. 8, 2017 to count proxies; final tally showed ~69% approval, and the Association began operating under the Amended DCCRs.
- Andrea Arnold sued (Aug. 2018) alleging (a) the amendment vote was invalid, (b) board breached the 1995 DCCRs by imposing capital (replacement fund) assessments above the $25,000 annual cap (2011–2017), and (c) board unlawfully required approval for ordinary repairs; she sought declaratory relief and damages.
- Individual board members moved to dismiss Arnold’s declaratory claim under Tex. R. Civ. P. 91a; the court dismissed that claim against individuals; the Association was later added and cross-motions for summary judgment followed.
- Trial court granted appellees’ summary judgment on most claims, denied Arnold’s summary motions, and awarded attorney’s fees; Arnold appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity of the amendment vote / summary judgment cross-motions | Arnold: adjournment and carryover vote unlawful under 1995 DCCRs; Amended DCCRs therefore invalid | Board: bylaws permit proxies and adjournment; proxies counted at reconvened meeting; result met statutory 67% threshold | Vote was valid; Amended DCCRs properly approved (court affirmed as to vote) |
| Capital assessments (2011–2017) — breach of 1995 DCCRs | Arnold: Replacement Fund assessments were Capital Assessments and exceeded the $25,000 annual cap without member approval | Board: those assessments were maintenance (uncapped) or within board authority | Court held Replacement Fund assessments were Capital Assessments and evidence showed the cap was exceeded 2011–2017; judgment reversed on this claim and remanded for damages |
| Requirement to obtain ACC approval for repairs | Arnold: §8.4 permits repair in accordance with original standards and does not bar ordinary repairs from review; board exceeded covenant | Board: ACC authority to approve alterations includes visible repairs; policy historically required approval for exterior repairs | Court held ACC lawfully may require approval for repairs; Arnold’s challenge rejected |
| Rule 91a dismissal of declaratory-judgment claim against individual board members | Arnold: dismissal improper or should have been treated as joinder/ jurisdictional challenge; declaratory relief was justiciable between members and individual officers | Defendants: declaratory relief invalidating governing documents must be brought against the Association; a declaration against individuals would not bind the Association | Court affirmed dismissal of declaratory-judgment claim against individual defendants |
| Officer immunity (VPA / TCILA) re: capital-assessment claim | Arnold: defendants failed to establish immunity and she raised fact issue that violations were knowing/willful | Defendants: VPA and TCILA protect volunteer officers acting within scope of duties; exclusions require intentional/willful/conscious indifference, which Arnold failed to show | Court held defendants met summary-judgment burden on immunity and Arnold did not produce evidence of intentional/willful misconduct; immunity upheld as to issues other than the capital-assessment breach finding |
| Attorney's fees award procedure and sufficiency of proof | Arnold: trial court abused discretion by awarding fees before her counteraffidavit deadline and appellees’ proof was inadequate/over-redacted | Appellees: any error harmless or cured by consideration of new-trial filings | Court held trial court abused discretion by ruling before the statutory/ordered deadline; fee proof had substantive deficiencies and factual issues remain; fee award reversed and remanded |
Key Cases Cited
- Tarr v. Timberwood Park Owners Ass’n, 556 S.W.3d 274 (Tex. 2018) (restrictive-covenant contract construction principles)
- Pilarcik v. Emmons, 966 S.W.2d 474 (Tex. 1998) (covenant interpretation rules)
- Cincinnati Life Ins. Co. v. Cates, 927 S.W.2d 623 (Tex. 1996) (denial of summary judgment generally not reviewable; exception for cross-motions)
- ConocoPhillips Co. v. Koopmann, 547 S.W.3d 858 (Tex. 2018) (appellate review and rendering judgment on cross-motions)
- Mann Frankfort Stein & Lipp Advisors, Inc. v. Fielding, 289 S.W.3d 844 (Tex. 2009) (summary-judgment evidence and inferences)
- Frost Nat’l Bank v. Fernandez, 315 S.W.3d 494 (Tex. 2010) (summary-judgment burdens for affirmative defenses)
- Lujan v. Navistar, Inc., 555 S.W.3d 79 (Tex. 2018) (burden-shifting in summary judgment)
- URI, Inc. v. Kleberg Cty., 543 S.W.3d 755 (Tex. 2018) (contract language interpreted according to plain, ordinary meaning)
- Tony Gullo Motors I, L.P. v. Chapa, 212 S.W.3d 299 (Tex. 2006) (segregation and reasonableness of attorney fees evidence)
- Rohrmoos Venture v. UTSW DVA Healthcare, LLP, 578 S.W.3d 469 (Tex. 2019) (requirements for attorney-fee proof)
- Goodyear Tire & Rubber Co. v. Mayes, 236 S.W.3d 754 (Tex. 2007) (insufficient evidence standard)
- Brooks v. Northglen Ass’n, 141 S.W.3d 158 (Tex. 2004) (declaratory relief and indispensable parties)
- Bonham St. Bank v. Beadle, 907 S.W.2d 465 (Tex. 1995) (declaratory-judgment justiciability principles)