Swanson v. Parkway Estates Townhouse Ass'n, C0-97-380

• Decision Date: 26 August 1997
• Docket Number: No. C0-97-380,C0-97-380
• Citation: 567 N.W.2d 767
• Parties: Betty SWANSON, Respondent, v. PARKWAY ESTATES TOWNHOUSE ASSOCIATION, Appellant.
• Court: Minnesota Court of Appeals

Page 767

567 N.W.2d 767

Betty SWANSON, Respondent, v. PARKWAY ESTATES TOWNHOUSE ASSOCIATION, Appellant.

No. C0-97-380.

Court of Appeals of Minnesota.

Aug. 26, 1997.

Syllabus by the Court

A townhouse declaration that requires the homeowners' association to maintain "exterior surfaces" requires the association to maintain sliding glass doors.

William F. Huefner, Scott M. Lepak, Barna, Guzy & Steffen, Ltd., Minneapolis, for respondent.

Todd R. Iliff, Kevin W. DeVore, Iliff & Associates, P.A., Edina, for appellant.

Considered and decided by NORTON, P.J., and SCHUMACHER and WILLIS, JJ.

OPINION

SCHUMACHER, Judge.

Appellant Parkway Estates Townhouse Association challenges the trial court's decision that the governing declaration requires the association to maintain sliding glass doors. We affirm.

FACTS

This case involves a dispute between the association and one of its townhouse owners, respondent Betty Swanson. The association is governed by a document entitled Declaration of Covenants, Conditions and Restrictions (declaration). The controversy arose when Swanson noticed the exterior wood frame and threshold of her glass patio door were rotting. The most practical and affordable manner to repair the frame and threshold required replacing the entire patio door. She requested that the association replace the patio door, frame, and threshold. The association refused, stating that the declaration exempted the association from maintaining glass doors. Swanson then contracted to have a new patio door, frame, and threshold installed and brought a conciliation court action for reimbursement. The conciliation court, and then the district court on removal, ruled in her favor. The association appeals.

ISSUES

1. Did the trial court err by interpreting the declaration to require the association to replace Swanson's door and threshold?

2. Is Swanson entitled to bad faith attorney fees?

ANALYSIS

The operative documents that govern a townhome association constitute a contract between the association and its individual members. See Chapman Place Ass'n v. Prokasky, 507 N.W.2d 858, 863 (Minn.App.1993) (rights of townhome association members governed by bylaws, documents, and real property law), review denied (Minn. Jan. 24, 1994); accord Trailside Townhome Ass'n v. Acierno, 880 P.2d 1197, 1202-03 (Colo.1994) (operative documents could create contractual obligations). A court's primary role in interpreting contracts is to "ascertain and give effect to the intention of the parties." Metropolitan Sports Facilities Comm'n v. General Mills, Inc., 470 N.W.2d 118, 122-23 (Minn.1991). Construction of a contract presents a question of law, unless an ambiguity exists. Stowell v. Cloquet Co-op Credit Union, 557 N.W.2d 567, 571 (Minn.1997) (citing Hibbing Educ. Ass'n v. Public Employment Relations Bd., 369 N.W.2d 527, 529 (Minn.1985)). Ambiguity exists when the language of a written document is reasonably susceptible to more than one meaning. Trondson v. Janikula, 458 N.W.2d 679, 681 (Minn.1990) (citing Metro Office Parks Co. v. Control Data Corp., 295 Minn. 348, 351, 205 N.W.2d 121, 123 (1973)). "[W]here the language is ambiguous resort may be had to extrinsic evidence * * * [and][c]onstruction then becomes a question of fact * * *." Empire State Bank v. Devereaux, 402 N.W.2d 584, 587 (Minn.App.1987). In such a case, the factfinder's construction of the contract and consideration of the extrinsic evidence is reviewed under the clearly erroneous standard, id., and this court views the evidence which is most favorable to the trial court's findings. Trondson, 458 N.W.2d at 682 (citing Caroga Realty Co. v. Tapper, 274 Minn. 164, 169, 143 N.W.2d 215, 220 (1966)).

Both parties recognize that the resolution of this case turns on the interpretation of the rights and obligations flowing from the townhouse declaration. The controlling section of the declaration states The Association shall provide exterior maintenance upon each Lot which is subject to assessment hereunder, or as follows: paint, repair, replacement and care of roofs, gutters, downspouts, exterior building surfaces, and other exterior improvements. Such exterior maintenance shall not include glass surfaces.

Declaration, art. IV. The plain language of the contract does not reveal the parties intentions as to whether a glass patio door is to be considered a "glass surface" or an "exterior surface/improvement." According to the declaration, if the patio door is a "glass surface," the association is exempted from maintaining it. If the patio door is an "exterior surface/improvement," however, the association is obligated to maintain it.

The trial court properly determined that article IV of the declaration was ambiguous. To interpret article IV, the court reviewed and weighed extrinsic evidence from both the association and Swanson. The court found persuasive the New Owner Information Packet, a document that the association distributed to all new townhouse owners. The New Owner Packet explains that "routine exterior maintenance and repair (except glass damage or damage caused by the Lot owner) is provided [to the members]." (Emphasis added). It also states that the...