Graziano v. STOCK FARM HOMEOWNERS ASS'N

2011 MT 194, 258 P.3d 999, 361 Mont. 332, 2011 Mont. LEXIS 232
CourtMontana Supreme Court
DecidedAugust 12, 2011
DocketDA 10-0580
StatusPublished
Cited by13 cases

This text of 2011 MT 194 (Graziano v. STOCK FARM HOMEOWNERS ASS'N) is published on Counsel Stack Legal Research, covering Montana Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Graziano v. STOCK FARM HOMEOWNERS ASS'N, 2011 MT 194, 258 P.3d 999, 361 Mont. 332, 2011 Mont. LEXIS 232 (Mo. 2011).

Opinions

JUSTICE WHEAT

delivered the Opinion of the Court.

¶1 Plaintiff Joseph A. Graziano (“Graziano”) appeals from an order of the Twenty-First Judicial District Court, Ravalli County, granting Defendants’ Stock Farm Homeowners Association, Inc. (“Association”) and Stock Farm, LLC (“SFLLC”) motion to stay proceedings and compel arbitration. We affirm in part, reverse in part, and remand for further proceedings consistent with this Opinion.

BACKGROUND

¶2 In 2000, Graziano became interested in buying property in Montana. To that end, he received a packet of information from Stock Farm subdivision (“Stock Farm”) in April of 2000. Stock Farm is a private community of luxury homes near Hamilton, Montana, which was owned and developed by SFLLC. On July 7, 2000, Graziano purchased Lot 53A of Amended Plat 461357, Ravalli County (“the Lot”), which is located within Stock Farm.

¶3 The property within Stock Farm is subject to Covenants, Conditions, and Restrictions (“CCRs”). The CCRs were recorded on December 31,1997, in Ravalli County. Prior to finalizing the purchase, Graziano obtained a Preliminary Title Commitment policy which indicated the Lot was encumbered by CCRs. The buy-sell agreement also mentions that title to the Lot is encumbered by CCRs and easements of record. Both the Association and SFLLC assert that the packet of information sent to Graziano in April of 2000 also contained the CCRs applicable to any property purchase within Stock Farm. Graziano claims the CCRs were “not referenced in the letter addressed to Mr. Graziano.” The application of the arbitration provision contained in the CCRs is the focus of the present dispute. However, before addressing that issue, we first discuss the disagreements [334]*334leading to the present litigation.

¶4 As the owner of property in Stock Farm, Graziano is a member of the Association. The Association, a non-profit mutual benefit corporation, was created by SFLLC in 1997. SFLLC maintained control over the Association’s Board of Directors (the “Board”) until the Association began independent governance. As the governing body of Stock Farm, the Association’s principal purpose is to “own, govern, manage, maintain, administer, preserve, control and promote the values and general welfare of the Stock Farm for the beneficial use and overall general welfare of the owners of the individual lots within it, and their successors in interest.”

¶5 Several years after Graziano purchased the Lot in Stock Farm, he became concerned about the finances and management of the Association. Graziano attempted to resolve his concerns with the Board, but was less than satisfied with the Board’s response, or lack thereof. Ultimately, Graziano’s counsel sent a letter to the Board on June 22, 2009, addressing his claims of mismanagement and demanding action on the part of the Board. The letter alleges the Board:

failed to establish and maintain appropriate reserves for common area improvements, failed to avoid or disclose conflicts of interest, implemented a Use Agreement between the Stock Farm Club, LLC and the Association which is fundamentally unfair and financially disproportionate to the Association and its Members, failed to maintain proper and accurate financial records (including but not limited to improper cost allocations, lack of accurate accounting for cost sharing agreements, lack of reserve accounting, not recording the value of assets contributed to and owned by the Association, not recording liabilities for funds advanced by the developers, not assessing and collecting fair and accurate dues on developer-retained lots, not providing competent accounting staff for the Association since inception, not performing a financial audit for ten years and not providing important financial information to the Members since inception), accepted a financial audit that was not performed in accordance with the AICPA’s Auditing and Accounting Guide for Common Interest Realty Associations and possibly accepting substandard roads installed by the developers.

¶6 Graziano then demanded the Board take eight specific actions to remedy the issues. The letter goes on to state that “[njeither Mr. Graziano or his counsel is desirous of negotiating what must be done.” [335]*335The last sentence of the letter states, “The Board must take immediate action and communicate its intent to comply, and a reasonable schedule for complying, with these demands in writing by noon Friday, June 26, 2009, or appropriate legal action will be immediately initiated.”

¶7 It appears that the Board never responded to Graziano or his counsel. The Board did communicate to Association members, via a letter, that Graziano was threatening legal action and that Graziano’s lawsuit would attach a “notice on each lot which could affect a sale or refinancing.”

¶8 Graziano filed his Complaint in October 2009. He asserted the following claims: (1) numerous breaches of fiduciary duties; (2) negligence; (3) violation of the Montana Consumer Protection Act; (4) constructive fraud; (5) defamation; (6) request for declaratory relief; (7) request for injunctive relief; (8) unjust enrichment; and (9) request for an accounting. Graziano sought relief including economic damages, loss of use damages, exemplary and punitive damages, injunctive relief, and attorney’s fees.

¶9 The Association and SFLLC moved to stay the proceedings and compel arbitration pursuant to Section XVI of the CCRs. That section provides, in relevant part:

16.1 Agreement to Avoid Costs of Litigation and to Limit Right to Litigate Disputes. The Association, Declarant, all persons subject to this Declaration, and any person not otherwise subject to this Declaration who agrees to submit to this Section (collectively, “Bound Parties”) agree to encourage the amicable resolution of disputes involving the Property/[1] and to avoid the emotional and financial costs of litigation if at all possible. Accordingly, each Bound Party covenants and agrees that all claims, grievances, or disputes between such Bound Party and any other Bound Party involving the Property, including, without limitation, claims, grievances, or disputes arising out of or relating to the interpretation, application, or enforcement of this Declaration, the Bylaws, the Association Rules, or the Articles of Incorporation (collectively “Claim”), except for those Claims authorized in Section 16.2/[2] shall be subject to the [arbitration] [336]*336procedures set forth in Section 16.3.
16.3 Mandatory Procedures for All Other Claims. Any Bound Party having a Claim (“Claimant”) against any other Bound Party (“Respondent”) ... shall not file suit in any court or initiate any proceeding before any administrative tribunal seeking redress or resolution of such Claim until it has complied with the following procedures:
a. Notice. The Claimant shall notify each Respondent in writing of the Claim (the “Notice”), stating plainly and concisely:
i. The nature of the Claim ....
ii. The basis of the Claim ....
iii. What Claimant wants Respondent to do ....
iv. That Claimant wishes to resolve the Claim by mutual agreement with Respondent....
b. Negotiation.
i.

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Graziano v. STOCK FARM HOMEOWNERS ASS'N
2011 MT 194 (Montana Supreme Court, 2011)

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Bluebook (online)
2011 MT 194, 258 P.3d 999, 361 Mont. 332, 2011 Mont. LEXIS 232, Counsel Stack Legal Research, https://law.counselstack.com/opinion/graziano-v-stock-farm-homeowners-assn-mont-2011.