New York Court Upholds Declaration Amendment

Aug 2014
New York Court Upholds Declaration Amendment

A New York appellate court recently affirmed the trial court’s decision granting summary judgment in favor of Defendant, Emerald Green Property Owners Association (“Association”) finding that a clear and unambiguous provision allowed the members to amend the original terms 40 years after the original Declaration.


The Association’s Declaration of Covenants, Easements, Restriction and Charges (“Declaration”) provided that, “ ‘[t]hese covenants, restrictions, easements reservations, . . . charges and conditions are to run with the land and shall continue in full force and effect for a period of twenty (20) years from the date hereof, after which time the same shall be automatically extended for two (2) additional successive periods of ten (10) years unless an instrument signed by a majority of the then owners of the lots, and signed by [d]eclarant, has been recorded in the Sullivan County Clerk’s Office agreeing to change said covenants and restrictions in whole or in part’ (emphasis added).” Goldman v. Emerald Green Prop. Owners Ass'n, Inc., 116 A.D.3d 1279, 1280, 984 N.Y.S.2d 459 (2014).


In September 2009, the Association drafted “what it deemed to be a consistent set of covenants and restriction and sent ballots to, among others, those property owners whose lots were subject to the 1969 declaration.” Id. In a majority vote, the owners approved the new declaration and the Association began collecting assessment pursuant to this newly adopted declaration. The plaintiffs challenged the validity of the new declaration and stopped paying assessments in 2009. The Association, in turn, placed a lien on the plaintiffs’ property, and the plaintiffs filed suit seeking a declaratory judgment which would determine they were not bound by the provisions of the new declaration. The plaintiffs’ argued that any modification “could only take place during the initial 20-year period.” Id.


In its opinion, the Court relied on basic principles of contract law, finding the language in the original Declaration was “clear and unambiguous.” Id. “[G]iving due consideration to the punctuation employed,” the Court held that the new declaration was enforceable, “assuming, of course, that the required number of votes we cast and the appropriate procedures were followed.” Id.