You never let him vote, so he owes you nothing
You never let him vote, so he owes you nothing
2026-09-19 · Vermont · Courts
A Vermont association that spent years billing a developer for assessments lost, and the fact that decided it was the association's own conduct: it had never let the developer vote.
Hawk Resort International, LLC v. Salt Ash Owners Association, Inc., No. 25-AP-390, was decided by a three-justice panel of the Vermont Supreme Court on August 21, 2026, affirming the Superior Court, Windsor Unit (No. 23-CV-01767).1
It is an unpublished entry order. The order says so itself: “Decisions of a three-justice panel are not to be considered as precedent before any tribunal.” It is also the only word the Vermont Supreme Court has spoken on common-interest-community law since 2024, which is why it is worth reading anyway.
The facts
Salt Ash is a stalled 1970s common interest community in Plymouth. Under a 2019 settlement agreement and a set of recorded “HRI Covenants”, the association took over assessments and services while the developer-successor, Hawk Resort International, was to find a new operator or developer. The association then billed HRI for assessments on the 60-odd undeveloped lots it still owned.
The covenant condition
The HRI Covenants provided that HRI-owned undeveloped lots “shall not be assessed … and shall not be entitled to vote as a member of the SAOA until such time as a Common Roadway is extended so that it provides reasonable driveway access to the Lot and until such time as a resort sewer main has been extended so that it provides a reasonable opportunity for connection.”
Two lot schedules — an Attachment C and a Schedule A-1 — conflicted about which lots were covered. That made the documents ambiguous, which in Vermont makes their meaning a question of fact, which in turn means the trial court's post-trial construction is reviewed deferentially rather than fresh.
The sentence that decided it
The Supreme Court endorsed the trial court's reliance on the association's own behaviour: it had never given HRI voting rights, and the Court described the obligation to pay and the right to vote as “inextricably linked”, citing Bissonnette v. Wylie, 166 Vt. 364, 371–72 (1997) for the proposition that the parties' conduct informs an ambiguous agreement.
An association that treats a lot as non-voting for years has, on this reasoning, been saying for years that the lot is not assessable. The two decisions are one decision.
The engineering evidence that did not matter
The association produced an engineer's opinion that 17 of the lots were physically serviceable — that is, that road access and sewer connection were in fact available. The Court held it did not control, because the parties did not intend engineering findings to be the trigger. The condition was about what the developer and the association had agreed, not about what a survey would show.
Three practical readings for a Vermont board
A settlement agreement and the covenants recorded to implement it are read together. A statement in the settlement — here, that no membership yet attaches and no assessments are yet due — is not nullified by being left out of the recorded covenants.
Unexplained schedules generate trials. Two attachments listing different lots, with nothing in the instrument reconciling them, is the fact pattern that produced ambiguity here and cost the association a trial and an appeal.
Conditional assessment exemptions need a mechanism for ending them. A covenant that suspends assessment “until” infrastructure arrives, with no procedure for determining that it has arrived and no notice requirement, leaves the association to prove the condition years later against a developer with every reason to disagree.
What to watch next
Unpublished three-justice entry orders bind nobody, and Vermont's published condominium line remains the 2014–2018 cases — Highridge, Arapaho, Post and Beam, Watson. Vermont has no intermediate appellate court, so the next opportunity for a published word on developer assessment liability arrives only when a Superior Court case is appealed and the Court chooses to publish.
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