A bad Vermont amendment can become unchallengeable
A bad Vermont amendment can become unchallengeable
2026-09-19 · Vermont · Courts
A Vermont association discovered in 2022 that a 2007 declaration amendment had been adopted without the unanimous consent the law required. It recorded a rescission. The court held the rescission was void and the defective amendment stands.
Barbara Ghia v. West Woods Condominium Association, No. 24-CV-02617, was decided on cross-motions for summary judgment by the Vermont Superior Court, Windsor Unit, and posted December 22, 2025.1 It is a trial-court decision and is not binding precedent — but it is the clearest current Vermont statement on a question every older condominium has in its chain of title.
The facts
The 1988 declarant recorded a declaration contemplating 24 units in six buildings, with development rights expiring after seven years. A 1991 amendment, adopted by a two-thirds board vote, deleted the seven-year limit. A 2007 amendment, adopted 9–1 and therefore not unanimously, allowed six single-family homes instead, fixed condominium units at 1/24 and homes at 1/6, and re-divided common areas and expenses. The plaintiff then spent roughly $500,000 on infrastructure. In 2022 the association recorded a “Rescission” of the 2007 amendment for want of unanimous consent.
Because West Woods predates VCIOA, the governing statute is the older Condominium Ownership Act, 27 V.S.A. § 1301 et seq.
The 1991 amendment: valid
27 V.S.A. § 1306(b) requires unanimous consent to alter a unit's percentage of undivided interest. Removing a time limit on development rights did not change the formula, so no unanimous consent was needed.
The court read Arapaho Owners Ass'n v. Alpert, 2015 VT 93, ¶ 21 — which requires unanimity to change common-expense liability allocation — as not importing 27A V.S.A. § 2-117(d), the VCIOA provision barring amendments that increase declarant rights, into the older Act.
The 2007 amendment: needed unanimity, but voidable rather than void
This is the holding. The 2007 amendment did reallocate interests and expenses as between condominium units and home sites, so it did require unanimous consent. But the court held it was voidable, not void from the outset.
The distinction decides the case. A void instrument is a nullity whenever anyone points at it. A voidable one stands until someone successfully challenges it — and challenges have deadlines.
The court read Watson v. Village at Northshore I Ass'n, 2018 VT 8, ¶ 23 as describing the result of a successful challenge rather than the instrument's status from day one, and followed Bilanko v. Barclay Court Owners Ass'n, 375 P.3d 591 (Wash. 2016). The association never brought an action within the limitations period under 12 V.S.A. § 511 or § 501, so its opportunity lapsed. Laches independently barred the equitable rescission remedy.
The 2022 rescission: void
Nothing in the Condominium Ownership Act or in the declaration gives an association power to rescind a declarant's development rights. The court cited Highridge Condominium Owners Ass'n v. Killington/Pico Ski Resort Partners, 2014 VT 120, ¶ 16, which holds that an association's enumerated powers do not include a right to develop or block development of remaining units.
So the association's self-help instrument was the one thing in the chain the court struck down.
The association's other claims
It lost on slander of title for want of malice, and on negligence, breach of contract and breach of the implied covenant of good faith and fair dealing.
What this means for a Vermont board that finds an irregular amendment
Recording a rescission is not a remedy. It is an instrument the association has no power to create, and it invites the slander-of-title claim that followed here.
The clock is a real clock. Vermont's general civil limitation period is six years from accrual (12 V.S.A. § 511). An association that discovers a defective amendment and spends two years deciding what to do may have spent the only asset it had.
Reliance hardens the defect. An owner who invested roughly half a million dollars on the strength of an amendment nobody questioned for fifteen years is exactly whom laches protects.
What to watch next
The published Vermont authority on unanimity remains Watson, 2018 VT 8, which held that an amendment reallocating common elements — there, dormers projecting into common airspace — requires unanimous approval, and that the implied covenant of good faith and fair dealing applies to a declaration. Ghia is the first Vermont decision to work out what happens when the unanimity rule is broken and nobody objects in time.
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