Wynnwood Condominium Association v. Leanne T. Malin

IN THE COURT OF COMMON PLEAS FOR THE STATE OF
DELAWARE
IN AND FOR NEW CASTLE COUNTY

WYNNWOOD CONDOMINIUM )
ASSOCIATION, )
)
Plaintiff, )
)
V. ) C.A. No.: CPU4-22-001873
)
LEANNE T. MALIN, )
)
Defendant. )
Geena K. George, Esq. Curtis J. Crowther, Esq.
The Law Office of Geena K. George Ryan M. Messina, Esq.
651 Valley Road Robinson & Cole LLP
P.O. Box 1387 1201 N. Market Street
Hockessin, DE 19707 Suite 1406
Attorney for Plaintiff Wilmington, DE 19801
Attorney for Defendant

DECISION AND ORDER ON PLAINTIFF’S MOTION TO DISMISS
DEFENDANT’S COUNTERCLAIM

Wynnwood Condominium Association (“Plaintiff”) filed a civil debt action
against Leanne T. Malin (“Defendant”) alleging that Defendant failed to regularly
pay the monthly condominium fees pursuant to the Condominium Declaration and
the Code of Regulations governing residence of Wynnwood Condominiums.

Defendant filed a Counterclaim for Declaratory Judgment alleging that

Plaintiff's purported amendment of the Wynwood Code of Regulations permitting
Plaintiff to charge residents late fees and interest on unpaid assessments was
invalid as it did not comport with requirements set forth in both the Wynnwood
Code of Regulations and the Declaration.

Plaintiff filed a Motion to Dismiss Defendant’s Counterclaim arguing that
contrary to Defendant’s assertions, the validity of the amendment is governed by
the Unit Property Act (the “UPA”), which supersedes the Wynnwood Regulations
and the Declaration.

To survive a Motion to Dismiss pursuant to Ct. Com. Pl. Civ. R. 12(b)(6),
the non-moving party must meet a relatively low threshold; that is, they must
“plead enough facts to plausibly suggest that [it] will ultimately be entitled to the
relief [sought].”! Importantly, all inferences will be construed in a light most
favorable to the non-moving party.”

On February 24, 2023, the Court held a hearing on Plaintiffs Motion. The
dispute between the parties concerns whether an amendment by the Wynnwood
Council was validly enacted under Delaware Law and/or the Wynnwood
Regulations and Declaration. At the motion hearing, both parties conceded that the
amendment allowing the Association to charge interest and late fees was adopted

by a vote of Wynnwood’s Council during a regular meeting. Nevertheless,

' Foxwell v. Gill, 2016 WL 8650120, at *2 (Del. Com. PI. Dec. 13, 2016).

2 Td.
Plaintiff argues that the amendment enacted by the Council’s vote is still valid as it
was adopted in accordance with the UPA. Plaintiff states that “[Council’s]
authority to act under the [UPA] cannot be abrogated or limited by the Wynnwood
Declarations or Regulations.” ?

Plaintiffs argument hinges on this Court finding that the Wynnwood
Regulations and Declaration conflict with the UPA—a finding that is not supported
by the documents presented in this case. Rather, I find that the UPA establishes the
minimum standard for adopting amendments—not the maximum. The UPA
provides that “[t]he Council has authority to make, alter, amend, and repeal the
code of regulations, subject to the right of a majority of the unit owners to change
any such actions.” * A “majority” is defined as “more than 50 percent in the
aggregate” of the unit owners.’ Notably, the UPA does not prohibit an entity from
establishing a higher standard to enact amendments.

Article X, section 9.2 of the Wynnwood Regulations provides that “the

Council may from time to time amend the Code of Regulations, subject to the

3 Plaintiff cites to Rockford Park Condo. Council v. Biancuzzo, CIVIL ACTION 6741, 1984 WL
19481, at *2 (Del. Ch. Sept. 20, 1984). The defendant in Rockford argued that the Rockford Park
Condominium’s code of regulations did not authorize its Council with the authority to establish
rules prohibiting unit owners from installing wooden tiles in their units. The court in Rockford
held that the Council had the authority to adopt a rule prohibiting the installation of wooden tiles
both under the UPA and Rockford’s code of regulations.

425 Del. C. § 2207.

525 Del. C. § 2202(9).
requirements for amendments set forth in the Declaration.” Section 9.9(b) of the
Declaration states that “...except as otherwise expressly provided, this Declaration
may be amended upon the affirmative vote of sixty-seven percent (67%) or more
of the total vote of all the unit owners. The Code of Regulations may be amended
as therein provided and in accordance with the Unit Property Act.”

It is clear from the language of that UPA that a majority vote of the unit
owners, and not a majority vote of the council is what is required for an
amendment. The Wynnwood Code of Regulations and the Declaration goes
further, however, requiring an affirmative vote of sixty-seven percent (67%) or
more of the total vote of all the unit owners. The amendment in question here was
adopted by the Council during a regular meeting—it was never put to a vote of the
unit owners. Therefore, at this stage of the litigation, the Court finds that
Defendant has pled sufficient facts to suggest that she may be able to prevail on her

counterclaim at trial.
Accordingly, Plaintiff's Motion to Dismiss Defendant’s Counterclaim is

DENIED. Defendant is granted leave to amend her Counterclaim.

IT IS SO ORDERED.

wee ¢
Bradley V. M&nning, =
Judge

April 18, 2023

cc: Ms. Patricia Thomas, CCP Civil Case Manager