## Facts

- Alpine Haven is a residential development created in the 1960s; recorded deed covenants required owners to pay a “reasonable annual fee” for services such as road maintenance, garbage removal, and street lighting.
- Fee increases led to extensive litigation between certain owners and the original developer over the reasonableness and calculation of the annual charges.
- In prior Franklin Superior Court litigation, Edward Deptula challenged the fee structure; the court ruled the annual fee and pro rata allocation were reasonable, and subsequent collection actions produced judgments requiring him to pay assessed amounts.
- In the mid-1990s, a homeowners’ association assumed responsibility for providing the deeded services and billed both members and nonmembers using a structure grounded in earlier court judgments, including amounts tied to road-related financing.
- The association sued Deptula and the Emmetts (homeowners) to collect unpaid assessments for three annual periods: 1996–97, 1997–98, and 1998–99.
- For the 1996–97 assessment, defendants tendered a check for less than the billed amount with an express statement that it was offered as full satisfaction; the association deposited the check but continued to claim the balance.
- The trial court entered summary judgment for the association for the full claimed assessments, interest, and costs, rejected an accord-and-satisfaction defense, and disposed of a consumer-fraud counterclaim.

## Issues

1. Whether Deptula was collaterally estopped from disputing the reasonableness and calculation of the assessment structure due to prior litigation and judgments.
2. Whether Vermont’s Uniform Common Interest Ownership Act (UCIOA) governed the parties’ rights and obligations for covenants and conduct predating UCIOA’s effective date.
3. Whether defendants raised a triable accord-and-satisfaction defense for the 1996–97 assessment based on conditional tender and the association’s negotiation of the check.
4. Whether summary judgment dismissing defendants’ Consumer Fraud Act counterclaim was proper.

## Decision

- Affirmed as to Deptula: collateral estoppel barred him from re-litigating the reasonableness and structure of the assessments established in earlier litigation.
- Held UCIOA did not govern because the development and operative covenants predated the statute, but this did not defeat collection based on deed covenants and prior judgments.
- Reversed in part and remanded as to the Emmetts on accord and satisfaction: the record presented a genuine factual dispute as to whether the conditional payment discharged the 1996–97 obligation.
- Affirmed dismissal of the consumer-fraud counterclaim because the assessment methodology was disclosed and grounded in existing covenants and court-approved formulas.
- Overall disposition: affirmed in part, reversed in part, and remanded.

## Legal Principles

- Issue preclusion applies when an issue was actually litigated and necessarily decided in prior litigation, preventing a party from reasserting the same challenge in a later collection action.
- A successor entity performing the same functional role regarding shared services may invoke prior judgments establishing the reasonableness and allocation of common charges when the obligations arise from recorded covenants.
- UCIOA is not applied retroactively to alter rights and duties fixed by deed covenants and relationships formed before the statute’s effective date; obligations may still be enforced under common law and existing judgments.
- Accord and satisfaction may be found when a debtor tenders a reduced payment on the express condition it is in full settlement and the creditor accepts and negotiates the instrument, creating a fact question if intent and conditions are disputed.
- Consumer-fraud liability requires deceptive or unfair practices; disclosed assessments consistent with covenants and prior court-approved methods do not, without more, support such a claim.

## Conclusion

The court enforced deed-based assessment obligations and prior fee determinations against a homeowner previously bound by judgments, declined to apply UCIOA retroactively, and required trial-level factfinding on whether a conditional, reduced payment satisfied one year’s assessment for other homeowners.


Alpine Haven Prop. Owners Ass’n, Inc. v. Deptula, 830 A.2d 78 (Vt. 2003)