Kelly Sanborn, Trustee of the 428 Lafayette, LLC Realty Trust & A. v. 428 Lafayette, LLC & A. Andrew Cotrupi v. 428 Lafayette, LLC & A
168 N.H. 582
| N.H. | 2016Background
- Village Square of Hampton Condominium created by recorded declaration (2006); 14-unit building with 12 residential and 2 commercial units. 14 commercial parking spaces designated on site plan as limited common area for commercial units.
- Bylaws recorded with the declaration provide for an owners’ Association, state each unit is entitled to one vote, and state the bylaws were adopted pursuant to and intended to comply with the Condominium Act; bylaws also state the Association "may be incorporated" under the Voluntary Corporations Act.
- Association incorporated as a New Hampshire nonprofit under the Voluntary Corporations Act in 2007.
- Cotrupi purchased one commercial unit in 2007; his deed conveyed the unit "subject to the Declaration" and granted the "exclusive right to use" six commercial parking spaces.
- Disputes arose after Roberge (through 428 Lafayette, LLC) acquired seven units (including the other commercial unit) and, with proxies from related owners, controlled Association votes and served as president; plaintiffs sought injunctive relief and governance changes.
- Trial court ruled the incorporated Association was governed solely by the Voluntary Corporations Act (not the Condominium Act) and held Cotrupi had exclusive use of six spaces plus shared use of the remaining commercial spaces; defendants appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an incorporated condominium association is governed exclusively by the Voluntary Corporations Act or also by the Condominium Act | Association (plaintiffs) argued incorporation subjects the Association to corporate law and the Voluntary Corporations Act applies | Defendants argued the Condominium Act is mandatory for condominiums and the bylaws require compliance with the Condominium Act, precluding exclusive application of the Voluntary Corporations Act | Court held both Acts apply to condominium associations that voluntarily incorporate; trial court erred in treating Voluntary Corporations Act as exclusive; governance orders vacated and remanded |
| Whether Cotrupi has the right to use eight additional commercial parking spaces (beyond six exclusively assigned) | Cotrupi (plaintiff) argued his deed grants six exclusive spaces and the declaration/site plan grants commercial unit owners shared use of the remaining commercial limited common area spaces | Defendants argued the deed references an amended site plan not recorded or produced, making intent ambiguous and requiring extrinsic evidence | Court held deed unambiguously grants exclusive use of six spaces; declaration and recorded site plan designate 14 commercial limited common area spaces, so Cotrupi also has shared use of the remaining commercial spaces; trial court correct on parking issue |
Key Cases Cited
- Hobson v. Hilltop Place Community Assoc., 122 N.H. 1023 (1982) (nonprofit community association governed by Voluntary Corporations Act where it was not a condominium association that had incorporated)
- Kilnwood on Kanasatka Condo. Unit Assoc. v. Smith, 163 N.H. 751 (2012) (discussing statutory background of condominium law)
- Lynch v. Town of Pelham, 167 N.H. 14 (2014) (deed interpretation standards; court reviews deed interpretation de novo)
- Autofair 1477, L.P. v. American Honda Motor Co., 166 N.H. 599 (2014) (principles of statutory interpretation)