NEW HORIZONS CONDOMINIUM MASTER ASSOCIATION, INC. v. ROBERT HARDING, 336 So.3d 796

New Horizons Condominium Master Association (Master Association) provides common services (including bulk cable) to seven sub-associations; Fifth Horizons is one member and designated Harding to the Master Association board.
Master Association contracted with Comcast for cable; years later Comcast sought over $300,000 in arrearages; the Board drafted a 2016 budget including a $248,000 Comcast line-item.
The Board later approved a $100,000 settlement with Comcast but also ratified the previously drafted $248,000 budget allocation; Fifth Horizons alleges it overpaid 2016 assessments by $3,791.62.
Harding and Fifth Horizons sued for declaratory relief (budget ultra vires) and monetary refund; Master Association counterclaimed for breach/unjust enrichment and argued board actions entitled to business-judgment deference.
Trial court granted final summary judgment for Harding and Fifth Horizons, compelled disclosure of audits, invalidated the challenged budget items as ultra vires, and awarded damages; Master Association appealed.
The appellate court affirmed compelled disclosure, held the business judgment rule need not be pleaded as an affirmative defense, but reversed the ultra vires declaration and damages and remanded for proper business-judgment analysis.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the business judgment rule must be pleaded as an affirmative defense	Business-judgment rule not raised so Board actions not entitled to deference	Business-judgment rule applies presumptively and need not be pled; Board asserted it in opposition	Court: Business-judgment rule is a presumption of law and need not be pled as an affirmative defense; Board preserved it in opposition
Whether the budget line-item and assessments were ultra vires	The $248,000 allocation exceeded amounts necessary to defray expenses and thus was ultra vires and void	Inclusion of the line-item was within the Association’s powers to adopt budgets and levy assessments (intra vires)	Court: Allocation was intra vires as a matter of authority; trial court’s ultra vires ruling reversed and damages vacated
Whether factual disputes precluded summary judgment on necessity/chronology	Chronology and necessity for the assessed amount showed the allocation was improper; summary judgment appropriate	Competing evidence over settlement timing and budget development created factual issues	Court: There were genuine factual disputes about timing and necessity that could not be resolved on summary judgment
Whether disclosure of past audits was appropriate	Plaintiffs sought audits to evaluate reasonableness of assessments	Master Association opposed disclosure	Court: Affirmed compelled disclosure of audits

Volusia County v. Aberdeen at Ormond Beach, L.P., 760 So. 2d 126 (Fla. 2000) (standard of review for summary judgment/business-judgment rule de novo review)
Royal Harbour Yacht Club Marina Condo. Ass’n, Inc. v. Maresma, 304 So. 3d 1268 (Fla. 3d DCA 2020) (discussing business-judgment rule in association context)
Int’l Ins. Co. v. Johns, 874 F.2d 1447 (11th Cir. 1989) (history and rationale for business-judgment deference)
Hollywood Towers Condo. Ass’n, Inc. v. Hampton, 40 So. 3d 784 (Fla. 4th DCA 2010) (association decisions get deference if within authority and reasonable)
Liberty Couns. v. Fla. Bar Bd. of Governors, 12 So. 3d 183 (Fla. 2009) (definition and effect of ultra vires acts)
Miller v. Homeland Prop. Owners Ass’n, Inc., 284 So. 3d 534 (Fla. 4th DCA 2019) (look to circumstances at time the board acted when applying business judgment)
Share v. Broken Sound Club, Inc., 312 So. 3d 962 (Fla. 4th DCA 2021) (business-judgment rule can apply to ultra vires claims against the corporation)
Yarnall Warehouse & Transfer, Inc. v. Three Ivory Bros. Moving Co., 226 So. 2d 887 (Fla. 2d DCA 1969) (early Florida authority on intra/ultra vires distinctions)