Montgomery v. 232511 Investments, Ltd., 49 A.3d 143

Defendant 232511 Investments, Ltd. appeals superior court orders invalidating Tenth and Twelfth Supplements to the Stowe Club Declaration and awarding attorney’s fees to the lot owners.
Stowe Highlands sought to convert the development from a Resort PUD to a Planned Residential Development and to unilateral amendments; prior VT decisions addressed control of the entire parcel for conversion.
The trial court rejected collateral estoppel, and later found the supplements unreasonable and unenforceable; a Thirteenth Supplement voided the Tenth and Twelfth; a stipulation settled related claims.
The court entered final judgment and awarded plaintiffs attorney’s fees under the Common Interest Ownership Act, while denying fees under the Declaration.
On review, the court held the mootness of the disputed supplements due to the Thirteenth Supplement and approved the fee award under Buckhannon-era principles, then affirmed.
Additional discussion noted that the 2012 amendment to §4-117(a) eliminated the adverse-affected requirement.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Collateral estoppel applicability	Owners contend estoppel does not preclude relief.	Stowe Highlands argues trial court erred in not applying collateral estoppel.	Issue moot; settlement voided supplements; no effective relief remains.
Reasonableness and enforceability of Tenth/Twelfth Supplements	Amendments were a valid exercise of authority and should be enforceable.	Amendments were unreasonable and unenforceable as a matter of law.	Issue moot; Thirteenth Supplement voided the prior supplements.
Attorney’s fees under the Common Interest Ownership Act	Plaintiffs are entitled to fees as prevailing or as catalyst for relief.	Fees should be denied or limited under the statute.	Affirmed award of attorney’s fees under §4-117(a).
Attorney’s fees under the Declaration	Prevailing party status justifies fees under enforcement provisions.	Fees not warranted under enforcement provision since no enforcement action against violations occurred.	Denied; fees not recoverable under that provision.

Kirchner v. Giebink, 155 Vt. 351 (1990) (catalyst theory for attorney’s fees; not requiring direct judicial relief)
Buckhannon Board & Care Home, Inc. v. West Virginia Department of Health & Human Resources, 532 U.S. 598 (U.S. Supreme Court, 2001) (settlement alone cannot make a party prevailing without judicial relief)
Merriam v. AIG Claims Services, Inc., 2008 VT 8 (Vt. 2008) (Buckhannon-related discussion on prevailing party status in state cases)
Chase v. State, 2008 VT 107 (Vt. 2008) (mootness doctrine: relief can moot an issue; need for effective relief)
Lang McLaughry Spera Real Estate, LLC v. Hinsdale, 2011 VT 29 (Vt. 2011) (prevailing party and fee awards entrusted to trial court’s discretion)
Burlington Free Press v. Univ. of Vt., 172 Vt. 303 (2001) (abstention from mandatory fee awards; abuse of discretion standard)
L’Esperance v. Benware, 2003 VT 43 (Vt. 2003) (fee provisions designed to promote prosecution of meritorious claims)