The reasoning, step by step

A declaration is a contract. The court applied Madowitz v. The Woods at Killington Owners' Ass'n, 2010 VT 37, ¶¶ 12–13, and the ambiguity framework of Isbrandtsen v. North Branch Corp., 150 Vt. 575 (1988).

Statutory definitions from elsewhere do not import. Stratton urged the definitions of “road” and “roadway” in Title 23. The court declined, on the ground that a prospective purchaser reading the declaration would have no reason to consult the motor vehicle code.

Courts do not insert terms. Citing Downtown Barre Development v. C&S Wholesale Grocers, 2004 VT 47, ¶ 9: a court “may not insert terms into an agreement by implication.” And then the sentence that carries the case — “[t]he long-term obligation for structural bridge maintenance is significant and cannot be implied from a defined obligation to pave, snowplow, and sand.”

Ambiguity runs against the drafter. Under Trustees of Net Realty Holding Trust v. AAVCO, 147 Vt. 472, 475–76 (1986), the developer wrote the declaration and bears the ambiguity.

The four facts that decided it

These are the points the court relied on:

• The developer's affiliate owns the land the bridges sit on, and is presumptively responsible for them.
• The “Estimated Ownership Costs” marketing sheet given to buyers projected no bridge costs. What purchasers were told they would pay is evidence of what they agreed to pay.
• No maintenance easements were ever granted to the association — which would be necessary for the association to perform the duty it was said to have.
• Twenty years of conduct. Stratton maintained the bridges from 1997 to 2017. Under Vermont's approach to ambiguous instruments, the parties' behaviour tells you what they meant.

The general rule this states

A Vermont declaration that assigns an association a defined operating duty does not thereby assign it the capital asset the duty is performed on. Bridges, dams, retaining walls, culverts, private road structures, wastewater systems — if the declaration lists plowing and paving, it has not silently transferred the structure.

The corollary matters as much for boards on the other side of the transaction: an association accepting a capital asset at turnover needs the transfer written down, and needs the easements that make maintenance possible.

Where the Vermont law of association powers sits

The published authority is Highridge Condominium Owners Ass'n v. Killington/Pico Ski Resort Partners, 2014 VT 120, which reads a declaration as “an ordinary person reading this declaration would easily understand” (¶ 15) and holds that an association's enumerated powers do not include a right to develop or block development of remaining units (¶ 16). Stratton applies the same instinct to obligations rather than powers.

What to watch next

Vermont's private-road cost-sharing rule is separate and statutory. Where no agreement binds all owners, 19 V.S.A. § 2702 provides that each person enjoying a common benefit “shall contribute rateably”, and the Vermont Supreme Court held in Rawley v. Heymann, 2023 VT 64 that “rateably” may mean equal or proportional depending on circumstances — affirming equal shares on a cul-de-sac where all owners may use the whole road. Distance from the public highway is not the measure.