MRA Property Management, Inc. v. Armstrong (Ct. of Appeals)

Filed: April 30, 2012

Opinion by Judge Lynne Battaglia

Held:  The Maryland Consumer Protection Act (“MCPA”) could apply to disclosures made in a resale certificate by a condominium association and its management company during the sale of a condominium if the information provided is essential to the transaction, even though neither entity is a direct seller.  A disclosure could also violate the MCPA if it is false or misleading, or had the capacity, tendency, or capability of misleading even if it complies with the Maryland Condominium Act.

Facts:  This case arises from a special assessment imposed on all unit owners of the Tomes Landing Condominiums to pay for water damage to the buildings allegedly caused by improper construction of the buildings and incorrect installation of flashing that allowed water to seep behind the building facades and possibly compromise the structural integrity of the condominiums.  The unit purchasers alleged that the extent of the water damage had been known by the condominium association (the "Association") and its management company ("MRA") since 1996 and they failed to disclose such information in the resale package.  The unit purchasers were granted partial summary judgment in the amount of $1,000,000 against the Association and MRA in circuit court.  The basis for the award was that the operating budget the Association and MRA provided as part of a resale package to unit purchasers violated the MCPA because the budgets “had the capacity, tendency and effect of misleading the movants in connection with their purchases of the condominiums in Tomes Landing….”

The Court of Appeals granted petitions for writ of certiorari and vacated the circuit court’s grant of summary judgment saying that the MCPA does apply, but the Association and MRA were required to disclose only approved, not proposed or contemplated, capital expenditures in the operating budgets they provided to prospective purchasers.  The Court of Appeals remanded the case to consider whether the Association and MRA violated § 11-135(a)(4)(x) of the Maryland Condominium Act pertaining to disclosing whether the Association had “knowledge of any violation of the health or building codes with respect to the unit, the limited common elements assigned to the unit, or any other portion of the condominium.”

Both parties filed Motions for Reconsideration of the Court of Appeals decision.

Analysis:  The Court of Appeals granted the motions and decided there could be no violation of §11-135(a)(4)(x) because it is “knowledge of a charged violation…rather than the conduct underlying the violation, that requires disclosure” under that section.  As a result the Court found that “[b]ecause they were never issued a notice of any such violations, MRA and the Association could not have violated §11-135(a)(4)(x).”

The Court held that the MCPA may extend to one who is not the direct seller because “[i]t is quite possible that a deceptive trade practice committed by someone who is not the seller would so infect the sale or offer for sale to a consumer that the law would deem the practice to have been committed ‘in’ the sale or offer for sale.”  Hoffman v. Stamper, 385 Md. 1, 32 (2005).  Under the principles espoused in Hoffman, the Court found that the operating budgets provided by the Association and MRA “could have sufficiently implicated them in the entire transaction so as to impose liability under the [MCPA], given that every plaintiff averred in his or her affidavit that he or she would not have purchased a unit if the budget…had disclosed the expenses necessary to correct the problems with the condominium buildings.” 

In addition, the Court found that the statutory requirement to make certain disclosures to potential unit owners “injects MRA and the Association into the sale transaction as central participants because, were they to have failed to provide these materials, the contract for sale would not have been enforceable.”

The Court overruled the trial judge’s entry of summary judgment as a matter of law and remanded the case to the Circuit Court for Cecil County to decide whether the mandatory disclosures made by the Association and MRA were false or misleading, or had the capacity, tendency, or capability of misleading in violation of the MCPA.

The full opinion is available in PDF.