A Delaware HOA ran for 20 years under developer control while legally void
A Delaware HOA ran for 20 years under developer control while legally void
2026-08-21 · Delaware · Courts
A Kent County homeowners association reached 99% conveyance and stayed under developer control for two decades with one director; lost its corporate existence for years of unpaid franchise taxes; and, on the allegations before the Court of Chancery, continued to invoice owners and sign cheques on its account after that sole director died. On May 20, 2026 the court allowed the case to proceed.
Colston v. The Greens at Wyoming Homeowners Association, C.A. No. 2024-0063-CDW, is a report by Magistrate in Chancery Wright denying both the homeowner's motion for default judgment and two defendants' motion to dismiss.1
Read this caveat before the facts
The court states expressly that it “has not engaged in any fact-finding,” and that it read a self-represented plaintiff's filings with “forgiving eyes.” Everything factual below is an unproven allegation. We are not naming the individual defendants; they appear in the public caption, and the allegations against them are unadjudicated.
What is alleged
The Greens at Wyoming, in the town of Wyoming, is governed by a recorded Declaration of Restrictions tasking the association with operating and maintaining the community's common areas and stormwater management areas, enforcing deed restrictions, and collecting assessments.
The community is at 99% conveyance. Per the complaint, the association has nonetheless remained under declarant control since its formation in 2005, with a single director. It was voided by the State in the latter half of the 2010s for failure to pay annual franchise taxes; its last franchise-tax report was filed in 2015.
The alleged conditions: trash in ponds and on streets; stormwater ponds and ditches out of compliance with State requirements; unpaved or incomplete roads; missing traffic and safety signage; unmaintained common areas; inconsistent budgets given to different residents; and a $44,329.59 loan taken against the association whose purpose the plaintiff wants identified.
The Town of Wyoming's mayor wrote of “many years” of resident complaints and “a general dereliction of duty on the part of the developer in its stewardship of a neighborhood it profited from developing.”
The procedural holding, and why it matters generally
The legal question the court actually decided is about reaching a dead developer's estate, and it is useful well beyond these facts.
Where claims arise from a deceased developer's control and mismanagement of a declarant entity and an association, personal jurisdiction is evaluated from the perspective of the decedent — not from that of the estate or its out-of-state representatives. The court worked through 10 Del. C. § 3701 (survival), 10 Del. C. § 3104(c)(1)–(2) (long-arm), and 12 Del. C. § 1570.
A developer who owned and controlled the declarant entity and served as the association's only director transacted business in Delaware and would reasonably have foreseen answering here. His out-of-state children, serving as personal representatives, are the proper parties. Motion to dismiss denied; default judgment also denied.
The practical consequence: a developer's death does not extinguish declarant-period claims, and the estate cannot escape Delaware jurisdiction by being administered elsewhere.
The statutes the complaint invokes
The claims run on DUCIOA's declarant-control provisions — 25 Del. C. §§ 81-303(c), (e) and (g), which govern the period of declarant control and the executive board's duties, plus §§ 81-307 and 81-308 on maintenance and insurance.2 It also invokes 8 Del. C. § 220 (books and records) and the Delaware Litter Control Law at 16 Del. C. ch. 16.
The relief sought is worth listing because it is the menu available to owners in this position: an order halting dues collection; a forensic audit for every year under declarant control; an order requiring the declarant to relinquish control; and installation of an acting board.
The Ombudsperson route, and its limit
This is the part of the record most useful to any Delaware owner in a defunct community.
The homeowner contacted the state's Common Interest Community Ombudsperson on February 13, 2023. He replied the same day, expressed surprise that the association had not filed since 2015 and had no directors or officers of record, and advised that any member may petition the Court of Chancery to appoint a Receiver to run the association at members' expense until elections can be held.
Attempted informal dispute resolution through the office then never actually took place.
That sequence is the honest picture of what the office can and cannot do. It answered in a day and gave correct, actionable advice. It could not compel anything. Its process is voluntary, and a declarant who declines to participate ends it. Our Delaware dispute resolution page sets out the mechanism; a bill to give the office three county deputies and a dedicated fund died in committee in June 2026.
Two category problems this case illustrates
Declarant control that never ends. DUCIOA § 81-303 sets limits on the declarant-control period, and the practical failure mode is not a declarant who argues about them — it is one who simply never holds a turnover meeting while owners have no board to complain to. The Ombudsperson's 2024 report lists defunct boards among its recurring complaint categories, alongside communities with no recorded bylaws at all.
The void corporation. Most Delaware associations are nonstock corporations, and a lapsed franchise-tax filing voids the charter. What happens next is the ugly part: people keep acting in the association's name, and owners keep paying. Delaware amended the revival mechanism this year — HB 353, effective August 1, 2026, clarified who must act to revive a void nonstock charter under 8 Del. C. § 312(j) — which is directly on point for communities in this position.
What an owner in a similar community can check today
Three records, none of which requires a lawyer. Whether the association is in good standing with the Delaware Division of Corporations. Whether a turnover meeting was ever held and directors elected, against what § 81-303 requires. And whether the records the association must keep under § 81-318 actually exist — the Ombudsperson reports records refusal as its single most common complaint.
What to watch next
The merits are undecided and the docket is live. No Delaware court has yet ruled on any of the allegations here, and this report resolves only who may be sued and where.
Watch also for whether a receiver is appointed. On the state's own account there are more than 3,000 common interest communities in Delaware and no reliable register of them, so how many are in this condition is genuinely unknown — a gap we cover separately.
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