Court of Appeals of Missouri, Eastern District, Third Division
Appeal from the Circuit Court of the City of St. Louis. Honorable Calea Stovall-Reid.
FOR APPELLANT: Ron Ribaudo, The Ribaudo Law Firm, Ballwin, Missouri.
FOR RESPONDENT: Robert E. Jones, Stephanie E. Karr, Curtis, Heinz, Garrett & O'Keefe, P.C., St. Louis, Missouri.
Kurt S. Odenwald, Presiding Judge. Robert G. Dowd, Jr., J., Concurs, Gary M. Gaertner, Jr., J., Concurs.
Kurt S. Odenwald,
Appellant David Schulte (" Schulte" ) appeals from the judgment of the trial court,
following a bench trial, ordering Schulte to pay Mannering Condominium Association (" the Association" ) $7,888.74 in delinquent assessments and attorneys' fees. On appeal, Schulte argues the trial court erred in entering judgment in favor of the Association because the trial court lacked subject matter jurisdiction due to the plaintiffs' lack of standing. Schulte contends that because a quorum was not present at the Association Board Meeting authorizing Efthim Company Realtors (" Efthim" ) and attorney Robert Jones (" counsel" ) to file the lawsuit against him, Efthim and counsel lacked authority to act on the Association's behalf, and correspondingly, lacked standing to bring the action. Similar to his first point on appeal, Schulte additionally claims the trial court erred in entering judgment because the real party in interest, the Association, was not a party in the case. Because a quorum was present at the Association Board Meeting as defined by the Association's By-laws, and because the record reflects that Efthim and counsel were authorized to act on behalf of the Association in filing the lawsuit against Schulte, we affirm the judgment of the trial court.
Factual and Procedural History
The Association is a Missouri nonprofit corporation governed by the Mannering Condominium Declaration of Condominium By-laws and Indenture (" Declaration" ). Attached as Exhibit D to the Declaration are the By-laws of Mannering Condominium (" By-laws" ). Under the Declaration, the Association serves as the " governing body for all of the Unit Owners for the maintenance, repair, restoration, reconstruction, replacement, administration, regulation and operation of the Property." The Association is comprised of six condominiums, each owned by a " Unit Owner." The Declaration defines a Unit Owner as " the person or persons whose estates or interests, individually or collectively, aggregate a fee simple ownership of a Unit." Each Unit Owner is a member of the Association, as well as a member of the Board of Managers (" the Board" ) which governs the Association. Each of the six units in the Association receives one vote on the Board.
The Board is empowered by the Declaration to provide for the maintenance, repair, and replacement of the common elements of the Association, and to levy and collect assessments from the Unit Owners to cover their respective shares of the Association's expenses. The Declaration also provides the Board with broad authority to retain the services of a Manager to manage the affairs and operation of the Association, to hire attorneys, and to pursue all remedies for unpaid assessments, including authorizing the Manager to do so on its behalf.
The Declaration requires each Unit Owner to pay his or her assessments. When a Unit Owner fails to pay the assessment, the unpaid amount constitutes a lien upon the unit, and the Association is authorized to pursue all remedies in correcting the default. Further, Article IV, Section 8 of the By-laws provides that any Unit Owner with unpaid assessments " shall relinquish all voting rights in the Association until the time all delinquent assessments (plus interest allowed by law) are paid."
As a prerequisite to Board action, a quorum must be present at a Board meeting. Article I, Section 5 of the By-laws provides that " [a] quorum of Unit Owners for any meeting shall be constituted by Unit Owners of 4 units represented in person or by proxy." Article I, Section 5 further specifies that " any action may be taken at any meeting of the voting members at which a quorum is present upon
the affirmative vote of a majority of the voting members present at ...