Triple Crown at Observatory Village Ass'n v. Village Homes of Colorado, Inc.

2013 COA 150, 328 P.3d 275, 2013 WL 6502659, 2013 Colo. App. LEXIS 1742
Colorado Court of Appeals·Decided November 7, 2013·No. Court of Appeals No. 13CA1390·Published·Cited by 7 cases

Opinions

Opinion by

JUDGE WEBB

{1 Arising from alleged construction de-feets in a common interest community, this interlocutory appeal under C.A.R. 4.21 presents four questions of first impression in Colorado: (1) whether the time limit for approving actions taken without a meeting by a unit owners' association, as defined in section 38-38.3-103(8) of the Colorado Common Interest Ownership Act (CCIOA), sections 38-33.3-101 to -819, C.R.S.20183, and formed as a nonprofit corporation under the Colorado Revised Nonprofit Corporation Act (CRNCA), sections 7-121-101 to 7-137-801, C.R.S.2013, is governed by CCIOA or the CRNCA; (2) whether an association has a right under CCIOA section 88-88.3-802(1)(d) to initiate a judicial proceeding, notwithstanding a mandatory arbitration provision in its declaration; (8) whether CCIOA section 38-33.3-802(2) invalidates such a mandatory arbitration provision as to claims by an association against a declarant, as defined in CCIOA section 38-38.3-103(12); and (4) whether claims under the Colorado Consumer Protection Act (CCPA), sections 6-1-101 to -1001, C.R.S.2013, can be made subject to [277] a mandatory arbitration provision in a declaration.

12 We decide these questions as follows:

(1) Where an association is a nonprofit corporation, the CRNCA establishes the time limit for amending its declaration based on action taken without a meeting;
(2) The statutory power to engage in "litigation" under CCIOA section 838-88.3-302(1)(d) includes arbitration;
(8) CCIOA section 38-38.3-802(2) does not invalidate the mandatory arbitration provision, because the dispute resolution procedures apply to parties other than the declarant; and
(4) CCPA claims may be subject to mandatory arbitration, because the CCPA does not include a nonwaiver provision.

T3 Therefore, we affirm the trial court's order concluding it lacked jurisdiction, and remand for further proceedings.

I. Facts and Procedural Posture

T4 Triple Crown at Observatory Village (Triple Crown) is a common interest community organized under CCIOA section 38-38.8-103(8). The developer of Triple Crown, Village Homes of Colorado, Inc., (Village Homes) was Triple Crown's declarant under section 88-83.8-108(12). As the declarant, Village Homes drafted and recorded the 2004 Declaration of Covenants, Conditions and Restrictions of Triple Crown (Declaration).

5 In the Declaration, Village Homes cere-ated Triple Crown at Observatory Village Association, Inc. (Association). The Association is a unit owners' association under CCIOA section 38-88.3-108(8). It was organized as a nonprofit corporation under the CRNCA.

T6 Article 14 of the Declaration provided dispute resolution procedures for various claims, including claims between the Association and any party regarding the design or construction of Triple Crown and claims arising from statements or representations made by Village Homes or its agents. Under Article 14, when such a dispute arose, the parties were required to (1) submit a formal claim, (2) engage in good faith negotiations, (8) submit a notice of claim, (4) engage in mediation under the auspices of the American Arbitration Association (AAA), and (5) if necessary, resolve the dispute through arbitration under AAA rules.

T7 On January 14, 2012, the Association began collecting votes from its members to revoke Article 14. After sixty days, forty-eight percent of the members had cast votes in favor of revocation. After another sixty days, the Association had obtained the required sixty-seven percent of votes to revoke Article 14.

T8 The Association then recorded an amendment to the Declaration revoking Article 14. Shortly thereafter, the Association brought this action against Village Homes and several of its principals and employees (collectively, Respondents), alleging negligent construction, CCPA violations, and breach of fiduciary duties.

9 Respondents moved to compel arbitration based on the trial court's lack of jurisdiction, citing Article 14. They argued that because the Association had not amended Article 14 within the time limits in the CRNCA, the parties were still bound to Article 14's dispute resolution procedures, including mandatory arbitration. The trial court granted Respondents' motion, concluded it lacked jurisdiction, and ordered the parties to follow Article 14.

II. Standard of Review

{10 Questions of statutory interpretation are reviewed de novo. Colo. Water Conservation Bd. v. Upper Gunnison River Water Conservancy Dist., 109 P.3d 585, 593 (Colo.2005). Because a court's primary duty is to give full effect to the General Assembly's intent, interpretation begins by examining the statute's plain language within the context of the statute as a whole. Bd. of Cnty. Comm'rs v. Hygiene Fire Protection Dist., 221 P.3d 1063, 1066 (Colo.2009). "Words and phrases should be given effect according to their plain and ordinary meaning." Farmers Group, Inc. v. Williams, 805 P.2d 419, 422 (Colo.1991). The court "must not strain to give language other than its plain meaning, unless the result is absurd." Colo. Dep't of Soc. Servs. v. Bd. of Cnty. Comm'rs, 697 P.2d 1, 18 (Colo.1985). If the plain meaning is [278] clear, the statute is applied as written. Wells Fargo Bank v. Kopfman, 226 P.3d 1068, 1072 (Colo.2010).

11 The absence of particular language is usually considered an indication of legislative intent, not a mere oversight. Specialty Restaurants Corp. v. Nelson, 231 P.3d 393, 397 (Colo.2010). Courts interpret statutes to avoid absurd or illogical results, and "strive to interpret statutes in a manner that avoids rendering any provision superfluous." Qwest Corp. v. Colo. Div. of Prop. Taxation, 2013 CO 39, ¶16, 304 P.3d 217. Interpretations that conflict with the Colorado Constitution should be avoided. Hall v. Walter, 969 P.2d 224, 229 (Colo.1998).

112 Where two statutes address the same subject, both statutes are construed together; the court seeks to avoid inconsistencies and reconcile conflicts,. Hygiene Fire Protection Dist., 221 P.3d at 1066. But if a conflict arises, specific provisions usually control over general provisions. City & Cnty. of Denver ex. rel. Bd. of Water Comm'rs v. Bd. of Cnty. Comm'rs, 782 P.2d 753, 766 (Colo.1989). Further, where a statute is specifically incorporated by reference, amendments to that statute made after the original enactment are deemed incorporated if the General Assembly expressly or by strong implication shows that it intended to incorporate the later amendments. Curtis Ambulance of Fla., Inc. v. Bd. of Cnty. Comm'rs, 811 F.2d 1371, 1378-79 (10th Cir.1987); see also 2B Norman J. Singer & J.D. Shambie Singer, Sutherland Statutes and Statutory Construction § 51:8 (7th ed. 2007).

Free access — add to your briefcase to read the full text and ask questions with AI

Triple Crown at Observatory Village Ass'n v. Village Homes of Colorado, Inc., 2013 COA 150, 328 P.3d 275, 2013 WL 6502659, 2013 Colo. App. LEXIS 1742 (Colo. Ct. App. 2013).

2013 COA 150 (Triple Crown at Observatory Village Ass'n v. Village Homes of Colorado, Inc.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Related

Anderson v. Applewood Water Ass'n, Inc
2015 COA 162 (Colorado Court of Appeals, 2016)
Estate of Petteys ex rel. Beattie v. Farmers State Bank of Brush
2016 COA 34 (Colorado Court of Appeals, 2016)
Weisfield v. City of Arvada
2015 COA 43 (Colorado Court of Appeals, 2015)
Moss v. Bd. of Cnty. Comm'rs for Boulder Cnty.
411 P.3d 918 (Colorado Court of Appeals, 2015)