331 So.3d 24
Miss. Ct. App.2021Background:
- Larry Edwards developed Oakmont, filed the Covenants in 1997, and served as HOA president from the first meeting; Covenants required annual meetings each September but none were called again until 2018.
- Covenants set an initial maximum annual assessment of $900; Edwards notified homeowners in 2008 of an increase to $1,500; many homeowners paid for a time, then some (including plaintiffs) stopped paying between 2015–2018.
- Plaintiffs (Stowe, Scheele, Davis) sued Edwards and Edwards Homes in chancery court seeking declaratory relief, refunds/credits for allegedly improper assessments, injunctive relief, and appointment of a receiver; they did not sue the HOA as the defendant.
- In 2018 homeowners held meetings that ratified the 2008 increase, imposed special assessments, and elected a new board; the chancellor ordered any remaining common areas deeded to the HOA, a special election overseen by the chancery clerk, and disclosure of HOA financial records.
- The chancellor denied plaintiffs’ claims for damages/refunds, holding them barred by the statute of limitations and waiver and that Edwards was not the proper defendant; the Court of Appeals affirmed.
Issues:
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Sufficiency of findings under M.R.C.P. 52(a) | Chancellor failed to make specific findings of fact and conclusions of law | General findings were sufficient; facts largely undisputed | Chancellor's findings were adequate for review; no remand required |
| Statute of limitations on refund/credit claims | Ongoing breach tolled limitations; alternatively fraudulent concealment | 3-year contract statute of limitations bars claim; no fraudulent concealment shown | Claims for refunds/credits barred; fraudulent concealment abandoned/no proof; "continuing breach" argument waived because not raised below |
| Waiver of Edwards's affirmative defenses | Edwards waived statute-of-limitations and waiver defenses by not pressing them earlier | Edwards timely pleaded defenses and raised them at trial | Edwards did not waive defenses; proper pleading and timely litigation of defenses |
| Chancellor erred by denying relief requested in plaintiffs' second amended complaint | Plaintiffs broadly assert error (briefed minimally) | No reversible error; plaintiffs failed to develop argument | Issue waived for inadequate briefing; plaintiffs did not meet burden to show reversible error |
| Proper defendant / veil-piercing to reach Edwards personally | Edwards should be personally liable; court should pierce the corporate veil | Plaintiffs sued wrong party; payments were made to HOA; veil-piercing not pled | Veil-piercing not raised below and waived; Edwards not proper defendant for recovery of HOA assessments; plaintiffs should have sued HOA or pursued derivative procedure |
Key Cases Cited
- Berlin v. Livingston Prop. Owners Ass'n, 232 So. 3d 148 (Miss. Ct. App. 2017) (standard of review and chancery findings analysis)
- Gaw v. Seldon, 85 So. 3d 312 (Miss. Ct. App. 2012) (standard of review in chancery matters)
- Lowery v. Lowery, 657 So. 2d 817 (Miss. 1995) (Rule 52(a) findings and remand discussion)
- MS Credit Ctr., Inc. v. Horton, 926 So. 2d 167 (Miss. 2006) (waiver of affirmative defenses by litigation conduct)
- R.J. Reynolds Tobacco Co. v. King, 921 So. 2d 268 (Miss. 2005) (de novo review explanation)
- Townes v. Rusty Ellis Builder, Inc., 98 So. 3d 1046 (Miss. 2012) (statute of limitations as question of law)
- Gray v. Edgewater Landing, Inc., 541 So. 2d 1044 (Miss. 1989) (elements of corporate veil piercing)
- Perry v. Bridgetown Cmty. Ass'n, 486 So. 2d 1230 (Miss. 1986) (covenants treated as contractual in nature)