## Facts

- Seabrook Island Property Owners Association imposed a special assessment on property owners to fund bridge repairs and a beach renourishment project.
- The parties did not dispute that the Association’s governing documents gave it no express power to impose the special assessment.
- The Association and the developer argued the assessment was authorized as an implied or incidental power derived from bylaw authority to “maintain and preserve the amenities and values of the development.”
- Alternatively, they contended the charge was a permissible adjustment to annual maintenance charges under bylaws tying adjustments to each property’s tax-assessed value.
- The property owners challenged both the Association’s authority to levy a special assessment and the method of allocating it, which was based on perceived benefit (“value received”) rather than the tax-assessor-based formula.

## Issues

1. Whether, absent an express grant, the Association had implied or incidental corporate power to levy a special assessment to fund bridge repairs and beach renourishment.
2. Whether the special assessment could be treated as a valid adjustment to annual maintenance charges under bylaws requiring adjustments based on tax-assessed value.
3. Whether an appellate court may decide an issue not raised in or passed upon by the trial court, and whether that portion of the appellate opinion should remain in effect.

## Decision

- The Supreme Court of South Carolina affirmed the Court of Appeals’ invalidation of the assessment, but modified the opinion.
- The Court held the assessment was ultra vires because the Association lacked express authority and the power could not be implied as reasonably necessary to execute any express power.
- The Court rejected the claim that the assessment was an “adjustment” to annual maintenance charges because it did not follow the bylaw formula tied to tax-assessed value and instead used a benefit-based allocation.
- The Court vacated the portion of the intermediate appellate opinion that addressed an issue not preserved in the circuit court.

## Legal Principles

- Implied or incidental corporate powers exist only when reasonably necessary to carry out express powers; powers that are merely convenient or useful are not implied.
- A property owners association’s authority to impose member financial obligations must be grounded in its governing instruments; substantial new payment obligations require a clear grant of authority.
- Where bylaws prescribe a specific assessment or adjustment formula, charges must conform to that formula to be valid under the bylaw provision.
- Appellate review is limited to issues raised to and passed upon by the trial court; unpreserved issues should not be decided on appeal.

## Conclusion

The court invalidated the Association’s special assessment for bridge repairs and beach renourishment because the Association had no express authority to impose it, the power could not be implied as reasonably necessary to any express power, and the assessment did not comply with the bylaws’ tax-assessed-value method for adjusting annual maintenance charges; the court also vacated an unpreserved issue addressed on appeal.


Lovering v. Seabrook Island Prop. Owners Ass’n, 291 S.C. 201, 352 S.E.2d 707 (S.C. 1987)