John R Vidolich II v. Saline Northview Condominium Association
334579
| Mich. Ct. App. | Dec 5, 2017Background
- Plaintiff John R. Vidolich II (and related corporate/trust entities) is a Northview Condominium unit owner and former board member who also registered and hosted the association website for years; a dispute arose after he resigned and converted the site into a “gripe site.”
- The Association’s board adopted a 2013 "First Amendment" to the bylaws reducing quorum for rescheduled meetings, later rescinded; Vidolich challenged the validity and process for that amendment.
- Vidolich demanded broad access to the Association’s books and records; inspections occurred with contested scope and timing, and the Association sought a protective order for copied materials.
- Vidolich claims unpaid website-related compensation (a 2004 development invoice and a 2013 hosting invoice) and asserts a reverse-domain-name-hijacking theory after the Association sought control of the domain.
- The trial court dismissed plaintiff’s complaint and related counterclaims (some without prejudice by stipulation); plaintiff appealed the dismissals and the court of appeals affirmed dismissal of his claims and remanded limited matters.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Validity of 2013 "First Amendment" quorum change | First Amendment "materially" diluted co-owners’ voting rights so required owner vote | Amendment did not materially alter rights; it only reduced quorum conditionally for rescheduled meetings | Amendment validly adopted by board without owner vote; did not materially alter owners’ rights |
| Compliance with parliamentary procedure (Robert’s Rules) | Board violated bylaws by adopting standing rules without owner vote and mishandling points of order | Bylaw requires meetings be "in accordance with" recognized procedure, not slavish compliance; departures must be significant | No actionable violation; "in accordance with" permits flexibility and there was no obvious, material breach |
| Right to inspect Association books and records | Vidolich demanded broad access and copies; claimed statutory and bylaw entitlement | Association provided records and inspections; argued requests after initial ones were improper, retaliatory, and overbroad | Plaintiff’s later requests lacked a "proper purpose" and were frivolous/vexatious; trial court dismissal of records-based claims affirmed |
| Derivative action under former MCL 450.2491 | Sued derivatively on behalf of association for bylaws/standing-rules/First Amendment matters | Association argued procedural/standing failures and that claims were personal | Court held plaintiff adequately alleged a derivative claim under the statute, but claim was without reasonable cause and trial court may award fees under MCL 450.2493(2) on remand |
| Compensation for website services (contract/equity) | Claimed unpaid development (2004) and hosting (2013) invoices and unjust enrichment | Development claim time-barred/gratuitous; hosting largely unperformed after plaintiff deleted site and plaintiff substantially breached | Development claim failed (statute of limitations/gratuitous). 2013 hosting claim limited/defeated by plaintiff’s substantial breach and improper conduct; equitable relief denied |
| Reverse domain-name hijacking / cybersquatting counterclaim | Sought relief under federal provisions to prevent transfer or recover from alleged reverse hijacking | Association had pursued counterclaims to obtain domain; no registrar suspension/transfer occurred | Reverse-hijacking claim lacked arguable merit: statutory remedy applies only where domain was suspended/disabled/transferred; no inevitable transfer shown and counterclaims were dismissed/stipulated away |
Key Cases Cited
- Maiden v. Rozwood, 461 Mich 109 (standard for reviewing summary disposition)
- Klapp v. United Ins. Group Agency, Inc., 468 Mich 459 (contract and bylaw interpretation reviewed de novo)
- Madugula v. Taub, 496 Mich 685 (discussing derivative-suit principles and parties)
- Futernick v. Statler Builders, Inc., 365 Mich 378 (historical context for derivative suits)
- North Oakland Co. Bd. of Realtors v. Realcomp, Inc., 226 Mich App 54 (proper purpose requirement for record inspection)
- Barcelona.com, Inc. v. Excelentisimo Ayuntamiento de Barcelona, 330 F.3d 617 (preemptive domain-name relief where transfer is inevitable)
- Sallen v. Corinthians Licenciamentos LTDA, 273 F.3d 14 (standing to seek preemptive relief under ACPA when transfer is likely)