Kilnwood on Kanasatka Condominium Unit Ass'n v. Smith
163 N.H. 751
| N.H. | 2012Background
- The Association petitioned the court to reform the Declaration to convert Kilnwood from condominiums to single‑family lots after failed unanimous voting.
- Minority members cross-petitioned to keep Kilnwood as a condominium and moved to dismiss the reform petition.
- The trial court dismissed for lack of clear and convincing evidence of mutual mistake, ruling reform was improper.
- The Declaration is titled Condominium and governs under RSA 479-A; the Association adopted a condo plan and bylaws.
- The majority of factual and contractual evidence suggests the project was intended as a condominium, not a subdivision of single‑family lots.
- The court reviews pleadings liberally for recovery potential and requires a heavy burden to show reform when the instrument does not reflect the true agreement.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether reformation is proper for mutual mistake | Kilnwood contends the Declaration failed to express the true agreement. | Minority argues no clear, convincing evidence of mutual mistake. | Reformation not supported; heavy burden unmet. |
| Whether the record shows the development was intended as a condominium | Declaration shows condominium intent; no facts support mistaken creation. | Record could reflect alternative intent due to post hoc desires of owners. | Record supports condominium intent. |
| Effect of unanimous-vote amendment requirement on reform | Unanimous approval to amend matters about ownership interests should not bar reform if misalignment exists. | Unanimous requirement stands; reform cannot be accomplished without unanimous consent. | Unanimous amendment provision remains controlling. |
Key Cases Cited
- In the Matter of Lemieux & Lemieux, 157 N.H. 370 (N.H. 2008) (pleadings viewed favorably; threshold for relief)
- Sommers v. Sommers, 143 N.H. 686 (N.H. 1999) (heavy burden for reformation)
- A.J. Cameron Sod Farms v. Continental Ins. Co., 142 N.H. 275 (N.H. 1997) (reformation requires clear evidence of true agreement)
- Grabowski v. Grabowski, 120 N.H. 745 (N.H. 1980) (courts do not rewrite contracts to bail out imprudent drafting)
- Gauthier v. Robinson, 122 N.H. 365 (N.H. 1982) (reciprocal servitudes bound by developer notice)