## Facts

- A residential subdivision was developed and platted in phases, with recorded declarations of protective covenants and restrictions for each plat.
- The declarations imposed typical residential-use and building restrictions and stated purposes such as preserving aesthetics and protecting property values.
- The declarations reserved a power to amend and to subject additional property to the covenants.
- An amendment created a property owners association with voluntary membership and dues.
- A later amendment, approved by the developer and more than two-thirds of the lot owners, made association membership mandatory and imposed assessments and broader association control over owners.
- Several lot owners filed a class action seeking declaratory relief, asserting that the mandatory-membership amendment (and other amendments) were invalid and unenforceable because they unreasonably changed the subdivision’s plan.

## Issues

1. Whether an amendment to subdivision restrictive covenants, adopted under a reserved amendment power, is enforceable when it makes HOA membership mandatory and materially changes owners’ obligations and control over their property.
2. Whether other amendments (including an architectural-control/architectural review board provision) were reasonable and consistent with the subdivision’s original general plan of development.

## Decision

- The appellate court affirmed the invalidation of the mandatory-membership amendment and related provisions that substantially altered the owners’ relationship to the community and their property rights.
- The court held that, despite compliance with the amendment procedure, the mandatory-membership scheme was an unreasonable, radical departure from the original plan and therefore unenforceable.
- The appellate court reversed to the extent the trial court invalidated other amendments that were not fundamental departures, including an amendment establishing an architectural review board.
- The case was affirmed in part and reversed in part, leaving in place only those amendments found reasonable and consistent with the original plan.

## Legal Principles

- The enforceability of an amendment to restrictive covenants turns on reasonableness.
- A reserved power to amend restrictive covenants must be exercised reasonably and may not destroy the subdivision’s general plan of development.
- Supermajority approval and compliance with amendment procedures do not validate an amendment that fundamentally restructures owners’ property rights and obligations.
- Amendments that merely implement or formalize the original scheme (such as architectural review mechanisms) are more likely enforceable than amendments that impose new, compulsory collective-governance and assessment regimes.

## Conclusion

The court held that covenant amendment powers are limited by a reasonableness requirement tied to the subdivision’s original general plan: an amendment converting voluntary association participation into mandatory membership with assessments was void as a radical change, while less disruptive amendments consistent with the original scheme could stand.


Holiday Pines Prop. Owners Ass’n, Inc. v. Wetherington, 596 So. 2d 84 (Fla. 4th DCA 1992)