Condominiums at Lilac Lane Unit Owners' Association v. Monument Garden, LLC & a., 166 A.3d 221

Background

New Meadows recorded a Declaration in 2010 creating the Condominiums at Lilac Lane, describing 5 buildings (Buildings 12–16) and 120 units; site plans showed Buildings 12–13 as existing/under construction and Buildings 14–16 as proposed ("NOT YET BEGUN").
Monument Garden later acquired the condominium, obtained financing from Eastern Bank, completed Buildings 13 and 14, and retained ownership of units in those buildings.
Lilac (the unit owners’ association) sued seeking declarations that certain units/buildings were common area, that Monument Garden had no further development or voting rights, and that Eastern Bank’s mortgage was invalid; it sought injunctive relief and damages.
Defendants moved for summary judgment arguing the condominium did not contain "convertible land" subject to RSA chapter 356-B convertible-land restrictions; Lilac cross-moved on several claims but conceded the declaration did not reference "convertible land."
The superior court granted summary judgment to defendants, holding the Act permits recording condominium instruments that depict unbuilt or partially built units (outside convertible land) and does not require treating those areas as convertible land subject to the five-year conversion limit.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Act permits phased future unit construction only via convertible land or expandable condominiums	Lilac: Act defines only two methods (convertible land; expandable condominium); court may not read a third, unlimited method into the statute	Defs: The Act allows depiction of units "to be located" on submitted land outside convertible land; recorded plans can show unbuilt units	Court: Held Act permits creation of condominiums with planned future units outside convertible land; not limited to the convertible/expandable categories
Whether unbuilt units shown on site/floor plans must be treated as "non-units" or as "improvements/units"	Lilac: "Improvements" in statute must be non-units; contends unbuilt units should be treated as common area absent conversion	Defs: "Improvement" includes units; the plans already depicted the future units as units, not common area	Court: Held plain meaning of "improvement" includes units; because units were depicted as units, they were not common area and not "convertible land"
Whether site-plan surveyor must certify that all non-convertible-land units are substantially completed before recording	Lilac: Statute requires surveyor certification that such units be substantially completed at time of creation	Defs: Certification relates to the accuracy of depiction and that units are substantially completed to the extent shown on the plans	Court: Held certification requirement means units/portions must be substantially completed as depicted; does not bar creating a condominium with units shown as "NOT YET BEGUN/NOT YET COMPLETED"
Whether Buildings 13 and 14 became common area or otherwise subject to convertible-land limits, freeing association of defendants’ rights and bank security	Lilac: Buildings 13–14 are common area or time-barred from being developed as units; bank has no security	Defs: Buildings were always depicted as units; defendants retained rights and bank’s mortgage is valid	Court: Denied Lilac’s claims; rejected premise that buildings were convertible land and upheld defendants’ positions

Key Cases Cited

Ryan James Realty v. Villages at Chester Condo. Assoc., 153 N.H. 194 (discussing de novo review of legal questions on summary judgment)
Holt v. Keer, 167 N.H. 232 (explaining that condominium instruments must be recorded to create a condominium)
Zorn v. Demetri, 158 N.H. 437 (statutory interpretation principles; read provisions in context)
Town of Windham v. Lawrence Sav. Bank, 146 N.H. 517 (standard for de novo review of statutory interpretation)
N.H. Housing Fin. Auth. v. Pinewood Estates Condo. Ass’n, 169 N.H. 378 (interpret statutes in context of statutory scheme)