831 S.E.2d 662
Va.2019Background
- Belmont Glen HOA adopted "seasonal guidelines" (2014, revised 2015) regulating decorative/holiday lighting: permitted holidays, limited display periods, required lights off by midnight, color limits for Halloween, etc.
- Sanjay and Sona Sainani displayed religious holiday lights for extended periods (many weeks/months across several holidays); HOA issued violation letters citing the seasonal guidelines and imposed daily fines, suspended privileges, and sought collection in court.
- General district court entered judgment for the HOA on unpaid fines; at trial the circuit court found the Sainanis violated the seasonal guidelines, awarded fines, injunctive relief, and about $39,000 in attorney fees and costs to the HOA.
- On appeal the dispositive legal question was whether the HOA had authority under the amended declaration of restrictive covenants to adopt and enforce the seasonal guidelines.
- The Virginia Supreme Court applied strict-construction principles for covenants and concluded the seasonal guidelines exceeded the covenants’ scope, reversed the judgment and fee award, and remanded for further proceedings.
Issues
| Issue | HOA's Argument | Sainani's Argument | Held |
|---|---|---|---|
| Whether the seasonal guidelines are authorized by the exterior-lighting covenant (nuisance/lighting) | Guidelines fall within nuisance/lighting covenant because HOA may regulate exterior lighting to prevent adverse visual impacts | Guidelines do not regulate "adverse visual impact" or lighting features; they regulate dates/times and thus are beyond the covenant | Not authorized — exterior-lighting covenant covers adverse visual impact/location/wattage/features, not timing/dates; guidelines exceed that covenant |
| Whether the "modification/alteration" covenant (no placement without ARB approval) authorizes temporary displays | The word "placed" in the list supports regulating even temporary exterior items like lights | The verbs in the list are related and imply permanent modifications (made, installed, constructed, erected, improved); temporary lights are not fixtures | Not authorized — list must be read as a whole; "placed" construed with other verbs implies permanence, so covenant does not reach temporary decorations |
| Whether ARB/declared design-control power implies authority to adopt aesthetic/design rules like the seasonal guidelines | ARB has broad power to regulate external design/appearance to preserve property values and harmonious relationships | Design-control powers are not to be implied broadly; absent express covenant/statute, such rules are unenforceable and risk arbitrary application | Not authorized — implied design-control authority is limited; seasonal guidelines are not reasonably related to expressed restrictive covenants and cannot be imposed by implication |
| Remedy: validity of fines, injunction, and fee award based on the guidelines | Enforcement of guidelines supports fines, injunction, and fee award | Guidelines are unenforceable, so fines and fee award are improper | Reversed and remanded; trial court judgment and attorney-fee award vacated; counterclaims to be reconsidered on remand |
Key Cases Cited
- Fein v. Payandeh, 284 Va. 599 (2012) (restrictive-covenant construction is a question of law reviewed de novo)
- Scott v. Walker, 274 Va. 209 (2007) (restrictive covenants are strictly construed against those seeking enforcement)
- Tvardek v. Powhatan Village Homeowners Ass’n, 291 Va. 269 (2016) (application of strict-construction principle to covenants)
- Shepherd v. Conde, 293 Va. 274 (2017) (restrictive covenants enforced only where parties’ intent is clear; read instrument as whole)
- Third Nat’l Bank in Nashville v. Impac Ltd., 432 U.S. 312 (1977) (canon that words grouped in a list should be given related meaning)
- Commonwealth v. White, 293 Va. 411 (2017) (doctrine of judicial restraint to decide cases on narrowest grounds available)