Architectural Committee for Prestwick Estates v. Hunt

Filed 1/18/07  Architectural Committee for Prestwick Estates v. Hunt CA4/3

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IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FOURTH APPELLATE DISTRICT

DIVISION THREE

                        Appeals from a judgment of the Superior Court of San Diego County, Thomas Oliver LaVoy, Judge.  Affirmed.  Motion to dismiss.  Denied.

                        Kennerson & Grant, Paul R. Kennerson and John K. Grant for Plaintiff and Appellant.

                        Law Offices of Anthony T. Ditty and Anthony T. Ditty for Interveners and Appellants.

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INTRODUCTION

                        This is the second installment in this court involving Prestwick Estates, Unit No. 1 (Prestwick Estates), an oceanfront custom residential community in the City of San Diego.  In Patterson v. Beuligmann (Oct.  14, 2004, G031980), an unpublished opinion, we addressed a dispute between the community's architectural committee and a property owner regarding obstruction of views.  The community is subject to various covenants running with the land, contained in a declaration of building restrictions and architectural control.  The disputes in this appeal and cross-appeal center on the interpretation and enforcement of the covenants regarding removal of members on the governing architectural committee and the election of new members.

                        We affirm in full the trial court's decision after a bench trial on both the removal and election of committee members based on the application of basic contract interpretation principles.  The competing contentions made and resolved via appeal and cross-appeal are summarized as follows:  In 2003, a petition sought removal of the sitting members of the architectural committee and the election of certain new members.  Before a majority of property owners had signed the petition, the sitting committee passed a resolution defining the processes of removal and election.  Shortly after this resolution was adopted, the petition was signed by a majority of property owners.  The sitting committee refused to recognize the petition as effectively removing sitting members or electing new members.

                        The individuals named in the petition as the new committee members intervened in a lawsuit that had been initiated by the sitting committee against a property owner for unapproved construction.  The interveners sought, inter alia, a judicial declaration they constituted the new committee.  Following a bench trial, the trial court concluded the petition was effective to remove the sitting committee members, but ineffective to elect new committee members.

                        The members of the sitting committee appealed, contending the trial court erroneously interpreted the declaration in concluding the petition effected valid removal of the sitting committee members.  They also contend their removal violated constitutional due process principles.  The interveners cross-appealed, arguing the trial court erroneously construed the declaration in concluding the petition did not effect an election of new committee members.

                        This case presents straightforward issues of contract interpretation.  Because the removal of the sitting committee members did not involve any state action, due process principles did not apply.  The trial court properly interpreted the declaration.  First, the declaration provides for the immediate removal of architectural committee members at any time upon the assent of a majority of the property owners.  The petition, therefore, constituted valid removal of the sitting committee members and the resolution improperly attempted to amend the declaration in this record.  Second, the declaration states an election must be held within 60 days after the removal of an architectural committee member, but does not provide further details about the election process.  As the trial court found, the resolution's requirements pertaining to the election process are consistent with the sitting committee's powers to interpret and enforce the restrictions of the declaration.  The petition did not and could not effect an immediate election of new committee members.

BACKGROUND[1]

I.

Declaration of Restrictions

A.

Declaration of Building Restrictions and Architectural Control

                        Prestwick Estates, Inc., the owner of Prestwick Estates, executed the Declaration of Building Restrictions and Architectural Control (the declaration) in 1959 before selling lots within Prestwick Estates.  The declaration states, â€