Pulte Home Corp. v. Countryside Cmty. Ass'n, Inc, 2016 CO 64

Background

Pulte (Declarant) recorded a Declaration of Covenants, Conditions and Restrictions (CCR) in March 2004 and the subdivision Plat in April 2004 for Countryside Townhome Subdivision; Exhibit A in the CCR listed no property, Exhibit D described "annexable" property (up to 186 lots) and provided annexation procedures.
Pulte later purchased the land in stages (2004–2006), conveyed Tracts B and C (common elements) to the Association, built homes on lots, and deeded most lots to buyers; by December 2010 Pulte still owned two lots.
The Association invoiced Pulte for maintenance assessments (including past expenditures while Pulte owned unsold lots) and sued in 2011 for over $400,000 alleging breach of contract (CCR), unjust enrichment, and breach of fiduciary duty.
Trial court granted summary judgment for Pulte on contractual and statutory claims; Court of Appeals reversed in part, holding the community was created by recording the CCR and Plat and that Pulte was liable; it affirmed dismissal of unjust enrichment.
Colorado Supreme Court granted certiorari and held (1) recording the CCR and Plat alone did not create a common interest community here because no property was described in Exhibit A and the CCR required annexation steps, (2) Pulte’s remaining properties were not part of the community and thus not liable for assessments, and (3) unjust enrichment claim failed because the CCR expressly allocated assessment liability.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether recording CCR + Plat alone created a common interest community	Recording the CCR and Plat created the community immediately and included all platted lots	CCR required annexation steps; community formed only when property was actually made subject to CCR	Recording alone did not create the community; community formed when property was first subjected to CCR per its annexation procedures
Whether Pulte is contractually liable under the CCR for assessments on unsold lots it still owned	CCR makes Declarant liable (and CCR referenced assessments); Association says Pulte was an Owner subject to assessments	Pulte was not an "Owner" under CCR because Exhibit A listed no Lots and annexation by deed requires conveying to third parties	Pulte was not an Owner of annexed Lots while it retained title; thus not contractually liable under CCR
Whether CCIOA imposes statutory liability (e.g., §38-33.3-307(2)) for expenses on declarant-owned annexable property	Association: CCIOA makes declarant liable for expenses on property subject to development rights within the community	Pulte: §307(2) applies only to real estate within the common interest community; here property was not within the community	§307(2) did not apply because Pulte’s remaining properties were not "within the common interest community" and so no statutory liability arose
Whether the Association can recover under unjust enrichment for assessments not paid by Pulte	Unjust enrichment available because Pulte benefitted from Association maintenance without payment	Pulte: express CCR covers assessment liability and precludes quasi-contract recovery	Unjust enrichment barred: CCR expressly covers assessment liability and no exception applied

Key Cases Cited

Buick v. Highland Meadow Estates, 21 P.3d 860 (Colo. 2001) (enforce covenants as written when clear)
Copper Mountain, Inc. v. Indus. Sys., Inc., 208 P.3d 692 (Colo. 2009) (interpret instruments as a whole to avoid rendering provisions meaningless)
Evergreen Highlands Ass’n v. West, 73 P.3d 1 (Colo. 2003) (describing common interest communities and mandatory obligations for common elements)
Dudding v. Norton Frickey & Assocs., 11 P.3d 441 (Colo. 2000) (express contract precludes unjust enrichment except in narrow circumstances)
Denver Post Corp. v. Ritter, 255 P.3d 1083 (Colo. 2011) (statutory interpretation requires giving effect to the entire scheme)
Lewis v. Lewis, 189 P.3d 1134 (Colo. 2008) (elements of unjust enrichment)