Kimberly B. Scott v. Fall Line Condominium Association, 206 A.3d 307

Fall Line Condominium Association (128 units) is governed by a declaration and bylaws adopted in 1985; the Board has long promulgated Rules and Regulations (most recently 2017).
Scotts, unit owners, were sued by the Association in small claims; they counterclaimed seeking a declaratory judgment that rules not approved by a majority in interest of unit owners are void.
The Business and Consumer Docket granted partial summary judgment for the Scotts, declaring all Association rules and regulations void unless approved by a majority in interest, concluding none had been properly adopted under the bylaws.
Central bylaw provision at issue: §5.17 (“Rules of Conduct”) — “Rules and regulations concerning the use of the Units and the Common Areas and facilities may be promulgated and amended by the Board of Directors with the approval of a majority in interest of the Unit Owners.”
The Association relied on §2.03(e) (Board powers) which authorizes adoption and amendment of rules and regulations covering operation and use of the property; the Association argued this grants the Board unfettered authority.
Trial court’s blanket invalidation was appealed; the Supreme Judicial Court reviewed de novo whether §5.17 unambiguously limits the Board and whether the trial court’s remedy was overbroad.

Issue	Plaintiff's Argument (Scotts)	Defendant's Argument (Fall Line)	Held
Whether §5.17 requires majority-in-interest approval before the Board can promulgate or amend rules concerning use of units, common areas, and facilities	“May” conditions the Board’s power: Board can promulgate only if it secures majority-in-interest approval	“May” is permissive; Board has inherent authority under §2.03(e) to adopt/amend rules without owner approval; “may” permits but does not limit	Held: §5.17 unambiguously requires majority-in-interest approval for rules of conduct that govern the use of units, common areas, and facilities (affirmed)
Whether the trial court correctly invalidated all Association rules and regulations	All rules not approved by majority-in-interest are void	Many rules concern general operation/use (authorized by §2.03(e)) and are not subject to §5.17’s approval requirement	Held: Trial court’s blanket invalidation was overbroad; only rules that are “rules of conduct” concerning use of units, common areas, or facilities are void absent majority approval; other operational rules remain valid (partial vacatur/remand)

Farrington’s Owners’ Ass’n v. Conway Lake Resorts, Inc., 878 A.2d 504 (2005 ME 93) (contract interpretation and ambiguity standards)
Am. Prot. Ins. Co. v. Acadia Ins. Co., 814 A.2d 989 (2003 ME 6) (read all contract clauses together to effect parties’ intent)
City of Augusta v. Quirion, 436 A.2d 388 (Me. 1981) (plain meaning and context govern word interpretation)
Burdzel v. Sobus, 750 A.2d 573 (2000 ME 84) (summary judgment standard)
Estate of Frost, 146 A.3d 118 (2016 ME 132) (de novo review of contract interpretation and summary judgment principles)