Conger v. AVR: a dissolved Wyoming HOA cannot write or enforce covenants
Conger v. AVR: a dissolved Wyoming HOA cannot write or enforce covenants
2026-09-19 · Wyoming · Courts
What happened. The Wyoming Supreme Court reversed a judgment in favour of a homeowners association and held that an association that has been administratively dissolved has no capacity to create covenants, and that a successor entity must prove an unbroken chain of authority back to the original declarant before it can enforce them.
The case
Dee Conger, in his capacity as Trustee for the Dee L. Conger Jr. Revocable Trust v. AVR Homeowner’s Association, Inc., 2025 WY 91, docket S-24-0174, was decided on August 13, 2025. It came up from the District Court of Lincoln County, Judge Joseph B. Bluemel, and the opinion was written by District Judge McGrady sitting by assignment. There was no dissent.1
The property is in the Alpine Village Subdivision at Alpine Airpark, a dual-association community where both AVR and the Alpine Airpark Association require construction approval. The sequence the Court recites is the whole of the case:
- The Wyoming Secretary of State administratively dissolved AVR I on September 9, 2011.
- In January 2013 the board president signed amended CC&Rs, which were recorded on August 30, 2013.
- Articles of incorporation for AVR II were filed in October 2013 — “nearly two years after the dissolution of AVR I” (¶ 6).
- “Nothing in the record shows the AVR II board ever formally adopted or ratified the 2013 CCRs, and no subdivision-wide vote occurred” (¶ 7).
The dissolution did not surface until a corporate-representative deposition on March 22, 2023, after which, in the Court’s words, “the new corporation, AVR II, was effectively masquerading as AVR I in the litigation” (¶ 11).
The holding
“[¶ 24] … An HOA may enforce restrictive covenants only if it is a valid legal entity and the covenants were properly adopted in accordance with applicable governing documents and legal formalities. … Wyoming law does not recognize covenant enactments or enforcement actions by entities that are wholly unauthorized, defunct, or acting without a traceable and lawful basis for authority. … In particular, a dissolved HOA lacks the capacity to create new covenants or to engage in ongoing governance or enforcement activities, except to the limited extent permitted during the statutory winding-up process.”
The Court reversed both the denial of leave to amend and the summary judgment for the association, and remanded with instructions to grant leave to amend (¶ 38).
The chain-of-authority rule
The second half of the holding is the part with the widest reach, because it applies to any Wyoming association that is not the entity named in the original declaration:
“[¶ 25] Wyoming does not recognize ‘inherent’ enforcement power in successor HOAs. Rather, a successor entity may enforce restrictive covenants only if it demonstrates a valid and continuous chain of authority originating with the original declarant. … Mere similarity in name, structure, or documentation does not establish legal succession. … The burden of proving authority to enforce rests squarely on the entity asserting it.”
That sentence allocates the burden. It is the association, not the owner resisting enforcement, that has to produce the documents.
Ratification by conduct did not cure it
The district court had held that both sides ratified the 2013 CC&Rs by their conduct, relying on Lahnston v. Second Chance Ranch Co., 968 P.2d 32 (Wyo. 1998), and Farmers’ State Bank of Riverton v. Haun, 222 P. 45 (Wyo. 1924). The Supreme Court rejected the reasoning outright:
“[¶ 29] However, this agency-based ratification analysis contains a fundamental flaw: no proof in the record that AVR I or AVR II had the authority to act as a principle [sic] or an agent. Without the original governing documents in the record, there is no evidence demonstrating that either AVR I or AVR II possessed any legal authority to create the 2013 CCRs or to ratify and enforce them.”
Years of owners paying assessments and submitting plans did not supply an authority that never existed. The “[sic]” is the opinion’s own — it reads “principle” where “principal” was meant.
The approval clock, and the fork it created
The underlying dispute was a construction application that sat past the covenants’ 30-day automatic-approval deadline. The association later voted to defer the application until demolition debris was cleared, and approved it on May 4, 2021. The owner claimed cost increases of roughly $1.39 million to $2.97 million from the delay.
Paragraph 33 sets out why the association was exposed on both sides of the question. If the deemed-approval clause operated, the later denial may have breached the implied covenant of good faith. If the covenants were invalid for want of authority, the association had no power to impose conditions in the first place. The claims to invalidate the covenants, quiet title and allege slander of title were held not futile as a matter of law.
The statutory hook
The winding-up limit comes from the Wyoming Nonprofit Corporation Act, W.S. § 17-19-1406(a) and (a)(iv)–(v). A dissolved nonprofit corporation may do what winding up requires; governance and enforcement are not on that list. Wyoming has no comprehensive HOA statute, so for an incorporated association the Nonprofit Corporation Act is the source of its corporate existence, and administrative dissolution under W.S. § 17-19-1420 removes it.
The Court also applied the four-element covenant-running test from Mathisen v. Thunder Basin Coal Co., 2007 WY 161, ¶ 14, 169 P.3d 61, and its analysis sits alongside Prancing Antelope I, LLC v. Saratoga Inn Overlook Homeowners Ass’n, 2021 WY 3, 478 P.3d 1171, Cash v. Granite Springs Retreat Ass’n, 2011 WY 25, 248 P.3d 614, and Star Valley Ranch Ass’n v. Daley, 2014 WY 116, 334 P.3d 1207, which held that an amendment must follow the procedure in the original documents.2
What the opinion does not decide
It does not hold the AVR covenants invalid. It holds that the owner’s claims survive, that the association bears the burden on remand, and that neither the passage of time nor the parties’ conduct substitutes for the original governing documents. The record in this case did not contain them.
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