ORDER ON MOTIONS FOR SUMMARY JUDGMENT
Joyce A. Wheeler, Justice, Superior Court.
Both parties have filed motions for summary judgment on the plaintiff's complaint and the defendants' counterclaim. For the following reasons, both motions are denied.
East Shore Beach Condominium Association is comprised of 24 units located in Naples, Maine, (Defs.' Supp. S.M.F. ¶ ¶ 1-2, ) Units 1-15 are housed within three buildings, and units 16-24 are each freestanding units, similar to single-family homes. (Defs.' Supp. S.M.F. 2.) The Association's governing document is the Declaration of Condominium, which may only be amended pursuant to certain specified procedures. (Defs.' Supp. S.M.F. ¶ 1; Pl's Add. S.M.F. ¶ 1.) In 1999, Marge and Jim Lanoix owned one of the freestanding units and asked the Association for permission to expand their unit. (Defs.' Supp. S.M.F. ¶ 3.) Under the Association's Declaration, the Lanoix request required the approval of all 24 of the unit owners. (Defs.' Supp. S.M.F. ¶ 4.) At the May 28, 2000 annual meeting of the Association, the Lanoix proposal was rejected by a vote of 22 in favor and 1 against of the 23 owners present. (Defs.' Supp. S.M.F. ¶ 4.)
On August 4, 2000, Vin and Sharon Indorato, owners of Unit 18, revived the Lanoix request and presented the renewed request at a Special Meeting of the Association held on September 3, 2000. (Defs.' Supp. S.M.F. ¶ 5.) The parties have very different characterizations of the actions that took place at the September 3, 2000 meeting.
According to defendant Steve Eddleston, who was on the Association's Executive Board at the time, the unit owners eventually approved the Indorato amendment to the Condominium Declaration (" the Declaration"). (Defs.' Supp. ¶ ¶ 6-7.) The amendment allowed the owners of the freestanding units to expand, provided they met two conditions: (1) all owners of the freestanding units had to agree on a single design for expansions, and (2) the Association's Executive Board had to approve the expansion plans. (Defs.' Supp. S.M.F. ¶ 6.)
According to plaintiff, the Indorato proposal " was, essentially, a resolve or expression of openness to the idea of permitting additions to the free-standing units, but it was not an amendment to the declaration." (Pl.'s Opp. S.M.F. ¶ 6.) Because there was no actual text amendment to the Declaration introduced, plaintiffs claim that none of the owners believed that they had amended the Declaration at the September 2000 meeting. (Pl.'s Opp. S.M.F. ¶ 6.) The crux of the case is whether the September 3, 2000 vote by the Association's members was a valid approval of an amendment to the Declaration.
The parties agree that Association members unanimously approved the meeting minutes of the September 3, 2000 meeting at their annual meeting on May 26, 2001. (Defs.' Supp. S.M.F. ¶ 7.) In 2003, the Executive Board created a new collection of Standards for the Association, which included a section called Addition to Free-Standing Units" (Defs.' Supp. S.M.F. ¶ 9.) Under this section, additions could be built on the back of the units' garages, subject to Board approval. (Defs.' Supp. S.M.F. ¶ 9.) These Standards were distributed to the Association's members at the 2003 Annual Meeting and have been on the Association's website since that date. (Defs.' Supp. S.M.F. ¶ 10.)
Defendants claim that at least two prospective purchasers of the freestanding units, including defendant Daniel Moseley, relied on the Association's representations about the 2000 amendment in purchasing the units. (Defs.' Supp. S.M.F. ¶ 12.) Plaintiff denies that any prospective buyers were told about the amendment. (Pl.'s Opp. S.M.F. ¶ 12.)
In May 2012, Eddleston was president of the Association and Moseley was Secretary. (Defs.' Supp. S.M.F. ¶ 14.) At the annual meeting on May 27, 2012, the Board, including both defendants, became aware that the 2000 Proposal was never recorded in the Registry of Deeds as required by 33 M.R.S. § 1602-117(3) of the Maine Condominium Act. (Defs.' Supp. S.M.F. ¶ 15.) The Board hired an attorney to prepare a revision of the 2000 Proposal before it was recorded. (Defs.' Supp. S.M.F. ¶ 16.)
The Board held meetings in August 2012 to discuss the new proposal to amend the Declaration, and a meeting was scheduled for September 3, 2012 to allow Association members to vote on the changes. (Defs.' Supp. S.M.F. ¶ 17-18.) According to plaintiffs, Association members strongly objected to the new proposed amendment. (Pl.'s Opp. S.M.F. ¶ 19.) A member of the Board delayed the September 3, 2012 vote, and other members circulated a petition, signed by two-thirds of Association members, calling for the removal of Eddleston and Moseley as members of the Board. (Defs.' Supp. S.M.F. ¶ 19; Pl's Opp. S.M.F. ¶ 19.)
Eddleston and Moseley consulted an attorney and recorded a certificate in the Registry of Deeds documenting the 2000 proposal on September 21, 2012. (Defs.' Supp. S.M.F. ¶ ¶ 21-22.) Plaintiff argues that the defendants' former attorney had already advised them that the Declaration was not amended in 2000. (Pl.'s Opp. S.M.F. ¶ ¶ 21.) Even the defendants' current attorney stated that someone could challenge the validity of the amendment. (Pl.'s Opp. S.M.F. ¶ 21.)
Shortly after filing the certificate, the two defendants resigned as officers of the Board. (Defs.' Supp. S.M.F. ¶ 23.) On October 5, 2012, the Association's new president and secretary filed an affidavit in the Registry of Deeds contesting ...