## Facts

- Vitorino America owned a unit in a condominium governed by a recorded declaration and bylaws, administered by a condominium association organized under Maine law.
- The association’s board adopted a smoking ban: first prohibiting smoking in common areas (effective August 2009), then extending the ban to the entire property, including individual units (effective February 2010).
- America alleged the association and board did not effectively enforce the ban and that he was exposed to secondhand smoke when entering and leaving his unit.
- America did not allege specific physical illness or other detailed, individualized damages from the smoke exposure.
- America sued both individually and purportedly on the association’s behalf, asserting derivative-style claims and individual claims (including fiduciary-duty, statutory, contract, and negligence theories) tied to non-enforcement of the smoking ban.
- The trial court dismissed the smoking-ban-related counts under Rule 12(b)(6) and denied leave to file a second amended complaint as to those counts; other unrelated election-related counts were allowed to proceed.

## Issues

1. Whether Maine statutes governing condominiums and nonprofit corporations authorize a unit owner to bring a shareholder-type derivative action on behalf of a condominium association.
2. Whether allegations that a board inadequately enforced (but did not wholly refuse to enforce) a smoking ban state claims sufficient to overcome the business judgment rule.
3. Whether alleged exposure to secondhand smoke, without pleaded physical illness or other particularized harm, constitutes a cognizable injury adequate to support the asserted causes of action.
4. Whether the trial court abused its discretion by denying leave to file a second amended complaint directed to the smoking-ban-related claims.

## Decision

- The Law Court affirmed dismissal of the derivative-style claims because neither the Maine Condominium Act nor the Maine Nonprofit Corporation Act authorizes such derivative actions by unit owners.
- The Law Court affirmed dismissal of America’s individual smoking-ban-related claims because the allegations amounted to disagreement with enforcement methods, which are protected by the business judgment rule absent pleaded bad faith or an abdication of responsibility.
- The Law Court affirmed dismissal on the additional ground that the complaint failed to plead a cognizable, particularized injury from the alleged smoke exposure.
- The Law Court affirmed denial of leave to amend, holding the trial court acted within its discretion after a prior amendment and full motion-to-dismiss litigation of the smoking-ban theories.

## Legal Principles

- A plaintiff cannot maintain a derivative action on behalf of a condominium association unless statutory authorization exists; courts will not infer a derivative remedy absent legislative language.
- Under the business judgment rule, courts generally do not second-guess board decisions within the board’s authority when made in good faith and with due care; disagreement with enforcement strategy is insufficient to state a claim.
- To state claims sounding in tort, contract, or statutory violation based on alleged non-enforcement, a plaintiff must plead a legally cognizable, particularized injury; generalized allegations of adverse effects without concrete individualized harm are inadequate.
- Denial of leave to amend is reviewed for abuse of discretion; a court may deny serial amendments where the disputed theories have been fully litigated and other claims remain available through separate pleading if appropriate.

## Conclusion

The Law Court upheld dismissal of a unit owner’s attempt to sue derivatively and individually over alleged lax enforcement of a condominium smoking ban, holding there was no statutory derivative right, the board’s enforcement choices were protected by the business judgment rule, and the complaint failed to plead a cognizable, particularized injury; it also upheld denial of further amendment.


America v. Sunspray Condo. Ass’n, 61 A.3d 1249 (Me. 2013)