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Condo | HOA Lawyers

Statute of Limitations Prohibits Association from Bringing Action to Reform Declaration

Hogg v. Villages of Bloomingdale I Homeowners Association, Inc., 357 So.3d 1271 (2023)

Lessons learned:

  1. An Association can’t seek reformation of a declaration after the applicable statute of limitations has passed – meaning that once the applicable statute of limitations has passed a change to the declaration requires a properly passed amendment.
  2. Before the statute of limitations has passed, a court of equity has the power to reform a declaration where, due to a mutual mistake, the declaration does not accurately express the true intention of the declarant. 

Facts: In 2005, the declarant established a plan to develop an HOA in 3 phases. The declaration included the first phase, but phases 2 & 3 were not identified in the declaration. The developer sold the lots within phases 2 & 3 as if they were part of the HOA. In 2019, the association learned of the mistake and asked the owners in phases 2 & 3 to consent to submit to the declaration. Many owners agreed, but some did not, including Hogg. To continue to seek assessments from the nonconsenting owners, the association commenced a reformation action seeking to reform the declaration so that it included Phases 2 and 3 of the community.

Trial Court: An evidentiary hearing was held in September 2020. By that time, everyone had settled their disputes except for Mr. Hogg and Ms. Browne-Cason. The circuit court entered judgment reforming the declaration to include Phases 2 and 3. Hogg appealed. 

Appellate Court Decision: The applicable law in Florida is Section 95.11(2)(b) which provides a five-year limitation to bring “[a] legal or equitable action on a contract, obligation, or liability founded on a written instrument.” The court held that it could “readily apply the text of section 95.11(2)(b) to the Association’s claim, as a reformation action is a claim that sounds in equity and a court of equity “has the power to reform a written instrument where, due to a mutual mistake, the instrument as drawn does not accurately express the true intention or agreement of the parties to the instrument.”. In such an equitable action the plaintiff, in this case, the association, must prove “by clear and convincing evidence that a mutual mistake occurred to overcome the strong presumption that a contract expresses the intent of the parties.” The court found “no reason why an action to reform a recorded declaration could not be deemed an action “on [an] obligation … founded on a written instrument” as the statute requires. Applying the statute’s text to the Association’s reformation claim, the court concluded that the statute of limitations was five years from the “time the error is committed,” which was 2005. Accordingly, the court reversed the trial court and remanded the case to the trial court, presumably to dismiss it based on the statute of limitation affirmative defense.

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