## Facts

- Residential Communities of America (RCA) developed, built, and marketed the Escondido Community condominium as a planned three-phase project that was originally marketed as an adult community.
- RCA completed and sold the units in the first phase, but retained ownership interests in the two remaining undeveloped condominium parcels intended for later phases.
- The original declaration restricted residency by children under 17 to no more than 60 days in any unit.
- The declaration allowed amendments by either (a) a two-thirds vote of the association’s board of directors or (b) a two-thirds vote of the unit owners, but required that the developer consent to or be joined in any amendment “affecting” the developer’s rights.
- After the federal Fair Housing Amendments Act of 1988, the association questioned whether the declaration’s child-residency restriction remained enforceable unless the condominium qualified as “housing for older persons,” which generally required that 80% of units have at least one occupant over age 55.
- By a two-thirds vote of its board of directors, Escondido Community Association amended the declaration to prohibit the sale or lease of any unit to any party unless at least one occupant was 55 years of age or older.
- The association did not notify RCA and did not obtain RCA’s consent or joinder for the amendment, reasoning that RCA was not a “developer” because it did not hold completed units for sale when the amendment was adopted.
- RCA filed an action challenging the amendment, asserting it remained the developer because it created the condominium and still owned undeveloped parcels to be developed and sold, and that the age-55 restriction impaired its ability to market those parcels.
- The trial court ruled for the association, and RCA appealed.

## Issues

1. Whether RCA remained a “developer” under the declaration and Florida condominium law even though it held no completed units for sale when the amendment was adopted, where it still owned undeveloped condominium parcels intended for development and sale.
2. Whether the age-55 amendment was valid and binding against RCA’s undeveloped parcels when the declaration required the developer’s consent or joinder for amendments affecting developer rights, and the amendment narrowed the potential market for RCA’s future units.

## Decision

- The appellate court reversed the trial court’s judgment.
- The court concluded RCA remained a developer because it created the condominium and continued to hold condominium parcels for future development and sale in the ordinary course of business.
- The court determined the age-55 occupancy restriction affected RCA’s rights by materially limiting the pool of potential purchasers or tenants and interfering with RCA’s ability to market its remaining parcels.
- Because the association adopted and recorded the amendment without RCA’s consent or joinder as required by the declaration, the amendment could not be enforced against RCA’s interests in the undeveloped parcels.

## Legal Principles

- A condominium “developer” is not limited to a party that currently holds completed units for sale; developer status can continue for the condominium’s creator that still owns condominium parcels intended for development and sale.
- When condominium documents require the developer’s consent or joinder for amendments that affect developer rights, an association must comply with that condition for the amendment to bind the developer.
- An amendment that restricts occupancy in a way that significantly reduces eligible buyers or tenants can affect a developer’s rights by impairing marketability of remaining condominium parcels.
- An association’s effort to satisfy federal “housing for older persons” requirements does not eliminate contractual and statutory protections that preserve the developer’s ability to sell remaining condominium property.

## Conclusion

The court held that RCA remained the developer because it created the condominium and still owned undeveloped condominium parcels intended for future sale, and that the association’s age-55 amendment—adopted without RCA’s required consent or joinder and materially affecting RCA’s marketing rights—was not binding against RCA’s undeveloped parcels.


Residential Communities of America v. Escondido Community Association, 603 So. 2d 122 (1992)