Land Court: an arbitrary architectural denial gets no protection from the business judgment rule
Land Court: an arbitrary architectural denial gets no protection from the business judgment rule
2026-09-10 · Massachusetts · Courts
What happened. The Massachusetts Land Court held that a condominium board's discretionary architectural decision gets no absolute protection under either the business judgment rule or a reasonableness standard when the decision is arbitrary, internally inconsistent, or unsupported by facts — and ordered the board to grant the owner's request.
Feldman v. Sanctuary Condominium Association, Land Court docket 24 MISC 000298 (Vhay, J.), was decided in February 2026.1
The facts
- Debra Feldman bought a unit at the Sanctuary Condominium in Salem — 172 townhomes — in 1987.
- Hers is the only unit with an exterior kitchen door, and it caused recurring water intrusion and structural rot.
- Over roughly 37 years she asked repeatedly, at her own expense, to wall up the doorway.
- The board refused, most recently in 2022, on the ground that the work would create future maintenance costs.
What the court found
The board's stated reason did not survive contact with the facts. The court found the work would eliminate the recurring rot-repair expense rather than create a new one.
The board had also approved comparable exterior modifications for other units, which the court treated as evidence of inconsistency.
The standard of review question
The court declined to resolve which standard governs a board's discretionary decisions, and said so directly:
“The Court needn't decide which standard controls board decisions… the Board's 2022 denial fails every test described above.”
The governing instrument was §9(b) of the master deed, covering architectural and structural-integrity preservation. Judgment entered for the owner, with a remand instructing the board to permit the work.
The other half of the picture
Feldman does not read as a general weakening of architectural control, because a Land Court decision from eleven months earlier points firmly the other way.
In Kellett v. Caron, docket 23 MISC 000405 (Foster, J.), decided 10 March 2025, an owner installed white vinyl deck railings without approval after the trust had already rejected her request. The approved colour was “Alaskan White,” a deep beige. The court ordered her to pay the fine plus the cost of professional replacement in the board-approved colour, with declaratory relief under G.L. c. 231A §9.2
Her defences were all rejected: that the deck was not readily visible, that nobody had complained, and — the interesting one — that her exclusive easement over the deck gave her the right to choose colours. The court held that a board's discretion to choose appropriate colours and materials to preserve architectural integrity is a reasonable exercise of its authority, and that an exclusive-use easement does not carry a right to alter the common-area element.
Read together, the rule is about process, not power
Boards win when the standard is applied consistently and is tied to a real architectural interest. Boards lose when the denial is arbitrary or contradicted by their own approvals elsewhere.
That is a demanding standard in practice, because architectural committees rotate, memories are short, and the approvals granted in 2014 are not in front of the committee sitting in 2026. What Feldman punishes is not strictness. It is unevenness.
What it means for a Massachusetts board
- Keep a decisions register. Every architectural application, its disposition, and the reason — searchable, and carried across committee turnover. This is the single cheapest defence available, and its absence is what turns a defensible denial into an inconsistent one.
- State the actual reason, and make sure it is true. The Sanctuary board's stated reason — future maintenance cost — was factually backwards on the evidence. A reason that does not survive scrutiny is worse than a thin reason, because it invites a finding of pretext.
- Where the owner pays and the association benefits, ask what the objection actually is. Refusing an owner-funded repair that eliminates a recurring association expense is hard to justify.
- Publish the standards. Kellett was won on a specified colour. A board with a published palette, materials list and submission requirements is applying a standard; a board without one is exercising taste, and taste is what looks arbitrary in a written decision.
- Do not rely on an exclusive-use easement cutting either way. It does not give the owner alteration rights, per Kellett; nor does it give the board an unreviewable veto, per Feldman.
The evidentiary caveat
Both decisions are Land Court decisions. They bind the parties, not the rest of the state, and the Land Court does not publish its decisions in a publicly retrievable database — the docket numbers, judges, dates and holdings above come from case notes published by counsel. The exact February day of the Feldman decision is not stated in the available source.
Their value is as an indication of how a specialist court is currently approaching board discretion. They are not authority a board can cite as settled law, and no Massachusetts appellate court has resolved which standard of review governs a condominium board's discretionary architectural decisions — which is precisely the question Feldman declined to answer.
What to watch next
An appellate decision settling the standard. Massachusetts practice currently runs on a mixture of the business judgment rule imported from corporate law and a reasonableness standard imported from covenant enforcement, and different judges reach for different ones. Until an appellate court chooses, the safest position for a board is the one that satisfies both: a consistent, documented, factually supported decision.
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