PRESENT: All the Justices
RALPH WHITE, ET AL.
v. Record No. 050417 OPINION BY
JUSTICE BARBARA MILANO KEENAN
BOUNDARY ASSOCIATION, INC. January 13, 2006
FROM THE CIRCUIT COURT OF THE CITY OF WILLIAMSBURG
AND JAMES CITY COUNTY
Samuel T. Powell, III, Judge
In this appeal, we consider whether a board of directors of
a property owners’ association was authorized by the Property
Owners’ Association Act, Code §§ 55-508 through -516.2 (POAA),
and the terms of a declaration of covenants, conditions and
restrictions, to assign parking spaces for the exclusive use of
individual unit owners.
Ralph J. and Mary R. White (the Whites) are owners in fee
simple of unit number nine in the Boundary, Inc. subdivision
(the subdivision), which is situated at the intersection of
North Boundary Street and Scotland Street in the City of
Williamsburg. The subdivision occupies 0.66 acres and is
comprised of nine townhouses, which are each owned in fee
simple, and a common area. The common area includes sidewalks,
plantings, a private one-way street through the subdivision, and
parking spaces for 18 cars.
The individual properties and the common area of the
subdivision are subject to a Declaration of Covenants,
Conditions and Restrictions (the Declaration). This document
establishes the rights and obligations of the owners of the nine
properties, known collectively as the Boundary Association, Inc.
(the Association). A board of directors (the Board), consisting
of four officers elected by the owners, manages the business
affairs of the Association. Article III, section 1 of the
Association’s bylaws authorizes the Board to “adopt such rules
and regulations for the conduct of [its] meetings and the
management of the corporation, as [it] may deem proper, not
inconsistent with these by-laws and the laws of this State.”
The Declaration directly addresses the subdivision’s common
area. Article I, section 4 of the Declaration defines “[c]ommon
area” as “all real property owned by Boundary Association Inc.
for the common use and enjoyment of the owners.” Article II,
section 1, titled “Owner’s Easements of Enjoyment,” states that
[e]very owner shall have a right and easement of
enjoyment in and to the Common Area which shall be
appurtenant to and shall pass with the title to every
lot, subject to the following provisions:
(a) The right of Boundary Association Inc. to charge
reasonable admission and other fees for the use
of any recreational facility situated in the
Common Area;
(b) The right of Boundary Association Inc. to suspend
the voting rights and right to use of the
recreational facilities by an owner for any
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period during which any assessment against his
lot remains unpaid; and for a period not to
exceed 60 days for any infraction of its
published rules and regulations;
(c) The right of Boundary Association Inc. to
dedicate or transfer all or any part of the
Common Area to any public agency, authority, or
utility for such purposes and subject to such
conditions as may be agreed to by the members.
The Board issued two relevant sets of parking regulations
concerning the subdivision’s common area. One set of
regulations, adopted in July 2003 (the July regulations),
designated two parking spaces for each unit, thereby assigning
all the parking spaces in the subdivision. The Board adopted
another set of regulations in October 2003 (the October
regulations), which approved the parking assignments established
in the July regulations and permitted the assigned unit owners
to have vehicles towed from their designated spaces.
Immediately following the Board’s adoption of the October
regulations, the Whites filed a motion for judgment in the
circuit court against the Association. The Whites alleged that
the Association exceeded its authority under the POAA and
violated the explicit terms of the Declaration by adopting
regulations that designated portions of the common area for the
exclusive use of the various unit owners. The Whites sought a
judgment declaring the parking regulations void and
unenforceable, and that any allocation of portions of the common
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area for the exclusive use of particular unit owners violated
both the Declaration and the POAA.1 The Whites also sought
reimbursement of their attorneys’ fees.
The Association asserted various grounds of defense and
affirmative defenses, including that the Whites had failed to
state a claim upon which relief could be granted, and that the
action was barred by the doctrines of waiver, estoppel, and
laches. The Association also requested payment of its
attorneys’ fees.
The Whites and the Association filed cross motions for
summary judgment. The circuit court held that the Association
was authorized by both the Declaration and the POAA to
promulgate rules governing use of the subdivision’s common area.
The court further held that the October regulations were adopted
properly. On this basis, the circuit court granted the
Association’s cross motion for summary judgment, denied the
Whites’ motion, and granted the Association’s request for
attorneys’ fees. The Whites appeal from the circuit court’s
judgment.
The Whites argue that the Association exceeded its
authority under the POAA, which permits the adoption of common
1
In their motion for judgment, the Whites challenged only
the assignment of individual parking spaces. Therefore, the
validity of rules 3 through 7 of the October regulations is not
before us.
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area regulations under valid bylaws “except where expressly
reserved by the declaration to the members.” Code § 55-513(A).
The Whites contend that Article II, section 1 of the Declaration
contains such an express reservation by giving every owner “a
right and easement of enjoyment in and to the [c]ommon [a]rea,”
and that the Association may restrict this right only under the
three circumstances enumerated in the Declaration. The Whites
further maintain that the Association’s assignment of exclusive
use and towing rights in designated parking spaces is
effectively a licensing of the common area, a power not granted
to the Association by the Declaration.
In response, the Association contends that neither the
Declaration nor the terms of the bylaws limits the Board’s
authority with regard to “the management of the corporation.”
Therefore, the Association argues, the parking regulations were
a proper exercise of the Board’s authority under the bylaws to
establish rules regarding the common area. We disagree with the
Association’s arguments.
We observe that the POAA contains certain provisions
applicable to the use of common areas managed by a property
owners’ association. Code § 55-513(A) states that a board of
directors “shall have the power to establish, adopt, and enforce
rules and regulations with respect to use of the common areas
and with respect to such other areas of responsibility assigned
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to the association by the declaration, except where expressly
reserved by the declaration to the members.” Because the
statute is unambiguous, we apply its terms in accordance with
the plain meaning expressed. Woods v. Mendez, 265 Va. 68, 74-
75, 574 S.E.2d 263, 266-67 (2003); Vaughn, Inc. v. Beck, 262 Va.
673, 677, 554 S.E.2d 88, 90 (2001).
We also consider the terms of the Declaration, which
constitutes the contract collectively entered into by all the
unit owners in the subdivision. See Sully Station II Cmty.
Ass’n, Inc. v. Dye, 259 Va. 282, 284, 525 S.E.2d 555, 556
(2000); Unit Owners Ass’n v. Gillman, 223 Va. 752, 766, 292
S.E.2d 378, 385 (1982). We determine the meaning of the
contract from its related provisions that reflect the unitary
expression of the parties’ agreement. Sully Station II, 259 Va.
at 284, 525 S.E.2d at 556; First American Title Ins. Co. v.
Seaboard Savings & Loan Ass’n, 227 Va. 379, 384, 315 S.E.2d 842,
845 (1984); Berry v. Klinger, 225 Va. 201, 208, 300 S.E.2d 792,
796 (1983). When contract language is plain and unambiguous, as
it is in the present Declaration, we determine the intent of the
parties from the words they actually expressed. See Virginia
Elec. & Power Co. v. Northern Virginia Reg’l Park Auth., 270 Va.
309, 316, 618 S.E.2d 323, 326 (2005); Sully Station II, 259 Va.
at 284, 525 S.E.2d at 556; Dominion Sav. Bank v. Costello, 257
Va. 413, 416-17, 512 S.E.2d 564, 566 (1999).
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The Declaration expressly granted each unit owner an
easement of enjoyment in the common area. Each unit owner, as a
dominant tenant, acquired an indefeasible right to enjoyment of
the common area that, under the plain terms of the Declaration,
was subject to change only under the three stated circumstances
or by a vote of 65 percent of the unit owners.2
These provisions in the Declaration render invalid any rule
or regulation adopted under the bylaws that has the effect of
divesting the unit owners of property rights granted in their
easements. Thus, we must determine whether the present parking
policy effectively divests the unit owners of such property
rights.
We previously considered a mandatory parking policy of a
property owners’ association in Sully Station II. There, an
association was authorized by its declaration to “license
portions of the [c]ommon [a]rea to [m]embers on a uniform, non-
preferential basis.” 259 Va. at 285, 525 S.E.2d at 557. The
association’s board of trustees adopted a parking policy that
assigned two reserved spaces in the common area to each unit
that did not have a garage. Those units with garages did not
receive any assigned parking spaces. As a result, 78 of the 94
parking spaces that earlier were available to all unit owners
2
The Declaration states that it could be amended by a vote
of 80 percent of the unit owners through May 21 2000, and,
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were then reserved for the exclusive use of owners of units that
did not have garages. Id. at 285, 525 S.E.2d at 556-57.
The property owners’ association in Sully Station II argued
that its action was valid and enforceable because the
community’s supplementary declaration authorized the board of
trustees to issue rules and regulations for the assignment of
parking spaces. Id. at 287-88, 525 S.E.2d at 558. We explained
that the challenged parking policy effected a licensing of the
common area by entitling certain unit owners to exclude other
owners from using portions of the common area. Id. at 289, 525
S.E.2d at 559. We held that the parking policy constituted a
preferential licensing, which was prohibited under the terms of
the declaration, because that policy conferred a special
privilege on the owners of the units without garages.
In the present case, we likewise conclude that the Board’s
parking policy confers a license on the individual unit owners,
granting a special privilege permitting them to exclude others
from using assigned portions of the common area. Because the
Declaration does not authorize the Board to license portions of
the common area, the Board was not permitted to obtain the same
result by a rule or regulation that effectively divested the
unit owners of access to certain portions of the common area
included in their easement of enjoyment. Therefore, we hold
thereafter, by a vote of 65 percent of the unit owners.
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that the parking policy is invalid because it effectively, and
without authority, divested the unit owners of a property right
granted in the Declaration that “run[s] with and bind[s] the
land.”3
In reaching this conclusion, we recognize that the POAA
permits a property owners’ association to adopt and enforce
“rules and regulations with respect to use of the common areas.”
Code § 55-513(A). However, this statutory authority is subject
to a significant limitation, namely, a declaration’s express
reservations of rights and privileges to the association
members. Id. Here, as we have stated, the Declaration
expressly reserved to each individual unit owner an “easement of
enjoyment in and to the [c]ommon [a]rea” that was limited by
only three conditions, none of which are applicable here. Thus,
these easements could not effectively be changed under a bylaw
giving the Board authority for “management of the corporation.”
Accordingly, we conclude that the Board’s action imposing the
parking policy exceeded its authority under the POAA.4
3
We further note that the Declaration provides a mechanism
for validly implementing parking regulations such as those
adopted by the Board in this case. Licensing of the common area
may be accomplished by Board action upon amendment of the
Declaration by 65 percent of the unit owners expressly
authorizing such licensing of that area.
4
In holding in favor of the Whites, we also reject the
Association’s claim that it was entitled to summary judgment
under Rule 3:12 because the Whites did not reply to the
9
Based on our conclusion that the Board exceeded its
authority in adopting the parking policy, the circuit court’s
award of attorneys’ fees and costs to the Board as the
“prevailing party” under Code § 55-515(A) also was erroneous.
The Whites are the prevailing parties under that statute and, as
such, are “entitled to recover [the] reasonable attorneys’ fees
and costs expended” in prosecuting their claims. See, e.g.,
Westgate Condo. Ass’n v. Philip Richardson Co., 270 Va. 566,
578-79, 621 S.E.2d 114, 120-21 (2005) (when judgment serving as
basis for statutory award of reasonable attorneys’ fees to party
prevailing at trial is reversed on appeal, party against whom
award originally entered is deemed to be prevailing party and is
entitled to recover reasonable attorneys’ fees).
For these reasons, we will reverse the circuit court’s
judgment and enter final judgment in favor of the Whites
declaring the parking policy void and unenforceable. We also
will remand the case to the circuit court, pursuant to the
Whites’ request, for determination of an award of attorneys’
fees allowed under Code § 55-515(A).
Association’s allegation in its grounds of defense that the
Board “properly adopted a parking rule and regulation effective
October 9, 2003.” Rule 3:12, which requires an adverse party to
reply on request to a “new matter” contained in a plea, motion,
or affirmative defense, is inapplicable here because, among
other things, the “new matter” was asserted in the Association’s
general grounds of defense rather than in the portion of its
pleading styled “Affirmative Defenses.”
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Reversed,
final judgment,
and remanded.
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