2015-0143, Kelly Sanborn, Trustee of the 428 Lafayette, LLC Realty Trust & a. v. 428 Lafayette, LLC & a.; Andrew Cotrupi v. 428 Lafayette, LLC & a.

Andrew Cotrupi, for himself, by brief and orally.

Marvelley on the brief, and Mr. McEachern orally), for the defendants. Shaines & McEachern, PA, of Portsmouth (Paul McEachern and Jacob

brief and orally), for the plaintiffs. Keane & Macdonald, P.C., of Portsmouth (Douglas W. Macdonald on the

KELLY SANBORN, TRUST EE OF THE 428 LAFAYE TTE, LLC REALTY TRUS T & a.

No. 2015 - 0143 Rockingham

page is: http://www.courts.state.nh.us/supreme. a.m. on the morning of their release. The direct address of the court's home reporter@courts.state.nh. us. Opinions are available on the Internet by 9:00 to press. Errors may be reported by E - mail at the following address: editorial errors in order that corrections may be made before the opinion goes Hampshire, One Charles Doe Drive, Concor d, New Hampshire 03301, of any Readers are requested to notify the Reporter, Supreme Court of New well as formal revision before publication in the New Hampshire Reports. NOTICE: This opinion is subject to motions for rehearing under Rule p. 2 22 as 2

began complaining that he was violating the Association’s bylaws. Disputes Almost immediately after Roberge purchased his units, other unit owners condominium units — six residential units and the remaining commercial unit. In p. 2 2010, Roberge, through 428 Lafayette, LLC, purchased seven of the

pursuant to the V oluntary C orporations Act. In February p. 2 2007, the A ssociation incorporated as a non profit corporation corporation and these B y - laws shall serve as the B y - laws of said corporation.” that: “T he Association may be incorporated as a New Hampshire v oluntary intended to comply with” the C ondominium Act. The bylaws further provide to one vote.” They also state that they “are adopted pursuant to” and “are constitute the Association.” The bylaws state that: “Each Unit shall be entitled A ssociation and provide that “[a] ll [o] wners of [u] nits in the condominium shall declaration. The bylaws vest “[t] he government of the condominium” in the The C ondominium ’s bylaws were recorded on the same date as was the

parking spaces. deed also conveyed to Cotrupi “the exclusive right to use” six of the commercial his unit “is conveyed with the benefit of and subject to the Declaration.” The purchased on e of the commercial units. Cotrupi’s warranty deed states that owners of the two commercial condominium units. In p. 2 2007, Cotrupi condominium property shall be commercial parking spaces shared by the The declara tion provides that fourteen of the parking spaces on the

and two commercial units. C ondominium is a fourteen - unit b uilding consisting of twelve residential units which was recorded in the Rockingham County Registry of Deeds. The C ondominium was created on August 11, p. 2 2006, pursuant to a declaration, The trial court found, or the record supports, the following facts. The

I. Background

remand. parking spaces at the Condominium. We affirm in part, vacate in part, and “C ondominium Act”; and ( p. 2 2) Cotrupi has the right to use certain commercial C orporations Act), rather than RSA chapter p. 3 356 - B (2009 & Supp. 201 5), the entitled “Voluntary Corporations and Associations” (hereinafter V oluntary Association (Association) is governed by RS A chapter 292 (2010 & Supp. 2015), C our t (Anderson, J.) that: (1) Village Square of Hampton Condominium Condominium (Condominium). The defendants appe al rulings of the Superior respective ownership of condominium units at Village Square of Hampton the defendants, 428 Lafayette, LLC and John Roberge, relating to their Donald and Rose marie Folk, Heather Hancock, and Andrew Cotrupi, against by the plaintiffs, Kelly Sanborn, Trustee of the 428 Lafayette, LLC Realty Trust, CONBOY, J. This appeal arises out of two consolidated actions brought 3

C ondominium Act is mandatory; (2) the Association’s bylaws prohibit the rather than the C ondominium Act. T he y contend that: (1) application of the of the Association is exclusively controlled by the V oluntary C orporations Act The defendants argue that the trial court erred in ruling that go vernance

I I. Governance of the Association

the defendants’ motion, and t his appeal followed. commercial parking spaces not subject to his exclusive use. Th e court den ied the court’s order, concerning Cotrupi’s right to use eight of the C ondominium’s the Condominium Act. T he defendants also raised an issue, not addressed in that the Association is governed by the V oluntary C orporations Act rather tha n defendants moved for reconsideration, arguing t hat t he court erred in ruling that “[e]ach member shall have one vote — not one vote per unit.” The incorporate. The court ordered the unit owners to “elect five directors” and Condominium Act], for the relatively straightforward reason that it chose” to the V oluntary C orporations Act], rather than a condominium [under the ruled that the Association “is governed as a nonprofit corporation [pursuant to vote on issues before the Board of Directors.” A fter a hearing, the trial court accordance with corporate princip [les] whereby each Director is afforded one including a finding that “the Association, as a corporation, is to o perate in In August 2014, the plaintiffs sought further relief from the court,

terms of the management of the Condominium Association.” circumstances at that ti me might warrant a more severe C ourt response in plaintiffs have the right to petition for further relief from this C ourt and relief. In its order, t he court stated: “I f the conditions do not improve then the (McHugh, J.) issued an order grant ing some of the plaintiffs’ requested forms of On November 18, 201 p. 3 3, followi ng an evidentiary hearing, the T rial C ourt

C ondominium. The trial court consolidated the actions. to, among other things, the use of co mmercial parking spaces at the rights. C otrupi also individually filed an action against the defendants relating the president of the Association; and ( p. 3 3) certain limitations on Roberge’s voting the Association for the duration of [the] litigation”; (2) the removal of Roberge as injunctive relief, including: (1) “the appointment of a custodian or receiver of action against the defendants, seeking, among other things, various forms of In August 2013, the plaintiffs, condominium unit owners, b r ought this

began serving as the Association’s president. ha d nine of the fourteen votes at Association meetings. In 2011, Roberge She has historically given her voting prox ies t o Roberge, with the result that he Roberge’s mother also owns two of the residential condominium units.

maintenance issues. arose concerning his use o f his commercial unit, as well as over parking and p. 4 4

p. 4 4249522, at * ___ (Mich. Ct. App. July 14, 2015) (per curiam) (concluding that corporations. Cf. Tuscany Grove Ass’n v. Peraino, No. 320685, 2015 WL t hat arise with condominium associations incorporated as nonprofit state’s nonprofit corporation act and condominium act in addressing issues presented in this case, we not e that other jurisdictions have utilized both the including on matters of governance. Although not addressing the precise issue voluntarily incorporate, as in the present case, are s ubject to both Acts, exclusivity language, we conclude that condominium association s that c ondominium associations that incorporate. Because neither Act contains howeve r, contain s language making it the exclusive Act governing Neither the Condominium Act nor the V oluntary C orporations Act,

(2010). inconsistent with the laws of the state or the articles of agreement,” RSA 292:6 the regulation and management of the affairs of the corporation not that “[t]he bylaws [of a voluntary corporation] may contain any provisions for corporations and associations, se e RSA 292:1 (2010),: p. 4 4 (2010), and provides incorporated.” I d. The V oluntary C orporations Act governs voluntary 356 - B:35, I (2009). It fu rther provides: “The unit owners’ as sociation may be government of the condominium by an association of all the unit owners.” RSA all condominiums must record “a set of bylaws providing for the self condominium projects.” RSA 356 - B:2, I (2009). Under t he Condominium Ac t, The C ondominium Act applies “to all condominiums and to all

isolation.” Id. (quotation omitted). statutory provisions “in the context of the overall statutory scheme and not in legislature did not see fit to include.” Id. (quotation omitted). We interpret not consider what the legislature might have said or add language that t he omitted). “We interpret legislative intent from the statute as written and will discern legislative intent.” State v. Mayo, 167 N.H. p. 4 443, 450 (2015) (quotation “Absent an ambiguity we will not look beyond the langu age of the statute to words used.” In the Matter of Conant & Faller, 167 N.H. 577, 580 (2015). language of the statute and ascribe the plain and ordinary meanings to the considered as a whole.” Id. at 603 (quotation omitted). “We first examine the arbiter of the intent of the legislature as expressed in the words of the statute (quotation omitted). “In matters of statutory interpretation, we are the final Autofair 1477, L.P. v. American Honda Motor Co., 166 N.H. 599, 602 (2014) “The interpretation of a statute is a question of law, which we review de novo.” Resolution of t h is issue requires us to engage in statutory interpretation.

Association’s bylaws do not negate the Act’s application. is exclusively controlled by the V oluntary C orporat ions Act and the plaintiffs counter that, as an incorporated entity, governance of the Association “result in the fundamental destabilization of countless condominiums.” The V oluntary C orporations Act, to the exclusion of the Condominium Act, w ill application of the V oluntary C orporations Act; and (3) application of the p. 5 5

Acts, we need not address this contention. conclude that condominium associations that incorporate are subject to both fundamental destabilization” of condominium associations. Because we C orporations Act, to the exclusio n of the Condominium Act, will “result in the The defendants also contend that the application of the V oluntary

was established, the statute controls.”). incorporation or bylaws conflict with a statute under which the corporation 18 Am. Jur. 2d Corporations § 16 (2004) (“Where a corporation’s articles of bylaws cannot negate the applicability of the V oluntary C orporations Act. Cf. the C ondominium Act. Regardle ss of the provisions of the bylaws, however, the the B y - laws” o f the Association if it incorporates, the Association is governed by “intended to comply with” the C ondominium Act and that they “shall serve as that, because the bylaws state that they were “adopted pursuant to” and application of the V oluntary C orporations Act to the Association. The y argue The defendants contend that the Association’s bylaws prohibit the

1024 - 2 p. 5 5. incorporated. Thus, Hobson is d istinguishable. See Hobson, 122 N.H. at unlike in the present case, HPCA was not a condominium association that chapter 479 - A is the predecessor to the current Condominium Act). However, Condo. Unit Assoc. v. Smith, 163 N.H. 751, 753 (2012) (explaining that RSA Condominium Act. Hobson, 122 N.H. at 102 5 - 2 7; see Kilnwood on Kanasatka the V oluntary C orporations Act, not RSA chapter 479 - A, the predecessor to the Place Community Association (HPCA), a nonprofit corporation, was governed by Comm unity Assoc., 122 N.H. 1023 (1982). In Hobson, we held that Hilltop C orporations Act, the trial court relied upon Hobson v. Hilltop Place In ruling that the Association is solely governed by the V oluntary

and re cords). when it failed to allow a condominium owner access to the association’s books Corporation Act, the Texas Uniform Condominium Act, and its own bylaws serve d as a condominium association, violated the Texas Non - Profit 2008) (determining that the condominium coun cil, a nonprofit corporation that Inc., No. 13 - 07 - 00312 - CV, 2008 WL 27 p. 6 64 p. 5 530, at *3 - 7 (Tex. Ct. App. July 17, Corporation Act.”); Shioleno v. Sandpiper Condominiums Council of Owners, court] look [ed] to both the Condominium Act and the North Carolina Nonprofit condominium association created as a nonprofit corporation] was proper, [the App. 2014) (“In order to determine whether [the] notice [of a meeting given by a Act); Carolina Marlin Club Marina v. Preddy, 767 S.E.2d 604, 61 3 (N.C. Ct. did not conflict with Michigan ’s Nonprofit Corporation Act or Con dominium before incurring legal expenses, was not void because, among other reasons, it corporation, requir ing approval of a supermajority of condominium owners a bylaw provision of a condominium a ssociation incorporated as a nonprofit 6

right to park within the parking spaces designated as L imited C ommon A rea for The d eclaration provides: “T he C ommercial U nit owners shall have the

spaces and all the benefits stated in the declaration. unambiguously grants Cotrupi the exclusive right to six commercial parking subject to the [Condominium’s] D eclaration.” Thus, the deed clearly and recorded.” It further states: “Said U nit is conveyed with the benefit of and common area fo r said U nit as shown and noted on [the] plan.. . to be exclusive right to use those six ( p. 6 6) parking spaces designated as limited Cotrupi’s deed states: “Said U nit is hereby conveyed together with the

conveyance may be used to clarify its terms.” Id. evidence of the parties’ inten tions and the circumstances surrounding the evidence.” Id. “If, however, the language of the deed is ambiguous, extrinsic interpret the intended meaning from the deed itself without resort to extrinsic fact.” Id. “If the language of the deed is clear and unambiguous, we will “We base our judgment on this question of law upon the trial court’s findings of account the surrounding circumstances at the time.” Id. (quotation omitted). the meaning intended by the parties at the time they wrote it, taking into court’s interpretation of a deed de novo.” Id. “In interpreting a deed, we give it Pelham, 1 p. 6 67 N.H. 14, 20 (2014) (quotation omitted). “We review the trial interpretation of a deed is a question of law for this court.” Lynch v. Town of Resolving this issue requires us to interpret Co trupi’s deed. “The proper

consider extrinsic evidence to determine its intent. determine the deed’s intent from its four corners” and, th us, urge us to The defendants assert that “[w]ithout an amended site plan, it is impossible to of six parking spaces, in addition to the eight remaining commercial spaces.” whether the D eclarant intended for Cotrupi’s deed to convey the exclusive use court or recorded with the registry of deeds, “it is impossible to determine deed references an amended site plan that was never presented to the tr ial commercial parking spaces. T he d efendants contend that, because Cotrupi’s condominium property, in addition to his exclusive use of the remaining six Cotrupi has the right to shared use of eight commercial parking spaces on the T he defendants next argue that the trial court erred in ruling that

III. Commercial Parkin g Spaces

to bo th the Condominium Act and the V oluntary C orporations Act. light of our holding that condominium association s that incorporate are s ubject case to the trial court to consider the governance issues raised by the parties in V oluntary C orporations Act applied, w e vacate th o se orders and remand the directors and voting allocation based up on its conclusion that only the court issued specific governance - related orders concerning the election of Association is governed solely by the V oluntary C orporations Act. Because the Accordingly, we c onclude that the trial court erred in ruling that the p. 7 7

DALIANIS, C.J.