Hillwood Office Center Owners' Association, Inc., et al.
Carol A. Blevins Hillwood Office Center Owners' Association, Inc., et al.
Carol A. Blevins Hillwood Office Center Owners' Association, Inc., et al.
Carol A. Blevins
from Montgomery Circuit Court (CV-2015-900849;
CV-2015-901891; and CV-2016-901627)
Hillwood Office Center Owners' Association, Inc.
("the HOCOA"), Steve Nelson, Ron Fullove, and
JoAnne Rousso appeal from an order of the Montgomery Circuit
Court directing the arbitration of certain claims asserted
against them by Carol A. Blevins.
and Procedural History
cases have their genesis in Blevins v. Hillwood Office
Center Owners' Ass'n, 51 So.3d 317 (Ala. 2010)
("Blevins I"). A brief discussion of that
case is beneficial to an understanding of the present cases.
In March 2005, Carol Blevins purchased unit 200-3 in the
Hillwood Office Center, a condominium office complex. In
April 2005, Carol's husband, Jerry Blevins, established a
law practice in the office unit. In May 2005, Carol purported
to transfer, by quitclaim deed, her interest in the office
unit to Jerry. The deed was witnessed solely by Jerry; it was
never recorded in the office of the Montgomery Probate Court;
and no copy of the deed was provided to the HOCOA, as
required by the declaration of condominium.
some shrubbery he had planted in front of his office unit
died from a lack of water, Jerry inquired as to why the
sprinkler system at the office complex was never activated.
Jerry was told by the owner of another unit in the office
complex that the sprinkler system had not been operational
for several years. Additionally, Jerry learned that the HOCOA
had no board of directors and had not held an annual meeting
in several years. Subsequently, Jerry organized a meeting of
the other unit owners at which a three-person board of
directors of the HOCOA was elected in accordance with the
bylaws of the HOCOA. Jerry was named a board member, as well
as president of the board.
Jerry's presidency, the sprinkler system was repaired and
became operational. The sprinkler system could be activated
by anyone from an unlocked control panel located at the rear
of the complex. Jerry activated the sprinkler system at his
discretion while he served as president of the board of
directors of the HOCOA. Other unit owners objected to
Jerry's discretionary use of the sprinkler system based
on the costs incurred by the HOCOA for the resulting water
2008, Jerry resigned from the HOCOA board of directors and
its presidency. In July 2008, the HOCOA elected a new board
of directors and president. On August 10, 2008, Jerry
activated the sprinkler system. He discovered the next day
that a lock had been installed on the box containing the
control panel for the sprinkler system. Jerry demanded that
the board remove the lock from the sprinkler-system control
box or provide him with a key, and he informed the board that
if he were not provided a key to the lock he would cut the
lock off the box. The board refused to remove the lock or to
provide Jerry with a key to the lock, taking the position
that the board, not the unit owners, was responsible for the
common areas. Subsequently, Jerry cut the lock on the control
box and activated the sprinkler system. The board replaced
the lock to the control box, and Jerry cut the replacement
lock. Jerry ultimately cut four locks on the sprinkler-system
control box. Eventually, the board removed the entire control
panel and placed control of the sprinkler system under the
exclusive control of a board member. As a result, Jerry had
to water the shrubbery in front of his unit manually with a
September 29, 2008, Jerry sued the HOCOA and the board
members, seeking a judgment declaring that the HOCOA was not
a legal entity because of its failure to comply with the laws
respecting corporate existence. Jerry further asserted claims
of nuisance, breach of fiduciary duty, conspiracy, and
conversion and sought specific performance. The HOCOA and the
board members argued in response, among other things, that
Jerry lacked standing to sue the HOCOA and the board members
because Carol was the record owner of the office unit. Jerry
then amended his complaint to add Carol as a plaintiff.
Subsequently, the HOCOA and the board members moved the trial
court for a summary judgment on the Blevinses' claims
against them. The trial court entered a summary judgment in
favor of the HOCOA and the board members. On appeal, this
Court held that the trial court never acquired jurisdiction
of the matter because Jerry had failed to establish that he
had standing to sue the HOCOA and the board members. Further,
this Court held that an action, having begun at the instance
of someone without standing, cannot subsequently be
maintained by someone with standing. Therefore, this Court in
Blevins I vacated the summary judgment entered in
favor of the HOCOA and the board members and dismissed the
appeal and the case.
the events set forth in Blevins I, Carol, who was
then a member of the board, became involved in a controversy
with Mitchell Properties, LLC -- owner of units 200-9 and
200-10 at the Hillwood Office Center -- Malone Staffing
Solutions, Inc., and the HOCOA and its board members arising
out of Mitchell Properties' leasing of its office units
to Malone Staffing. At the time the proposed lease between
Mitchell Properties and Malone Staffing was being considered
by the HOCOA board, its members consisted of Steve Nelson,
Steve Arnberg, JoAnne Rousso, and Carol. It appears that on
May 11, 2015, the HOCOA board rejected the proposed lease
between Mitchell Properties and Malone Staffing on the ground
that the proposed lease conflicted with the rules and
regulations that governed the HOCOA. On May 14, 2015, Carol
resigned her position on the HOCOA board effective
immediately. It appears that on May 15, 2015, the HOCOA board
notified Mitchell Properties that the proposed lease had been
rejected and further afforded Mitchell Properties an
additional 10 days to submit a revised lease. On May 16,
2015, Rousso formally resigned from the HOCOA board effective
immediately. On May 21, 2015, Arnberg formally resigned from
the HOCOA board effective immediately. Those resignations
left Nelson as the sole HOCOA board member. On May 22, 2015,
Mitchell Properties submitted an addendum to the proposed
lease agreement for the HOCOA board to consider. On that same
date, Carol offered to "resume her duties as a board
member if [Nelson was] agreeable to it." Nelson declined
27, 2015, Carol, with husband Jerry representing her, sued
Mitchell Properties and Malone Staffing asserting claims of
nuisance, breach of fiduciary duty, and breach of contract
and seeking a judgment declaring that the lease between
Mitchell Properties and Malone Staffing was void and
injunctive relief. That action was assigned case no. CV-2015-
900849. Carol set forth the following factual allegations in
"Pursuant to its by-laws, HOCOA is governed by a Board
of Directors (the 'Board'), which must consist of a
minimum of three (3) owners.
"[Carol] owns Suite 200-3 at the [Hillwood Office
Center], and also serves on the Board. [Carol] brings this
action in both her individual capacity and as board member.
"Mitchell Properties owns Suites 200-9 & 10 at the
[Hillwood Office Center].
"The by-laws of the HOCOA read in relevant part:
"'Leasing of a unit by the unit owner is not
prohibited; however, the written consent of the Board of
Directors must be obtained. The unit owner must submit a
request, in writing, setting forth the name of the lessee or
sublessee, type of instrument to be used, nature of
lessee's or sublessee's business and supply all other
information as may be required by the Board of
"On or about April 16, 2015, Defendant Mitchell
Properties entered into a lease agreement ('the lease
agreement') with Defendant Malone Staffing for the lease
of Suites 200-9 & 10.
"Defendant Malone Staffing occupied and began conducting
business out of Suites 200-9 & 10, on or about May 1,
"Defendant Mitchell Properties did not seek, nor obtain,
the written consent of the Board prior to entering into the
lease agreement, nor prior to Defendant Malone Staffing
occupying Suites 200-9 & 10.
"In fact, Defendant Mitchell Properties did not submit
the lease agreement to the Board until it was confronted
about its failure to secure Board approval for the lease
"After being confronted, Defendant Mitchell Properties
then submitted a request to the Board for approval of the
"On May 11, 2015, the Board rejected/denied the lease
agreement on the ground that the lease agreement as a whole
conflicted with the rules and regulations which govern the
operations of HOCOA.
"The Board notified Defendant Mitchell Properties of the
rejection of the lease agreement on or about May 15, 2015,
and further afforded it ten (10) additional days for
submission of a revised lease agreement for consideration by
the Board if it chose to do so.
"Subsequent to May 15, 2015, certain members of the
Board resigned and the Board is presently without the minimum
number of members (3) required to act on any matters.
"On or about May 22, 2015, Defendant Mitchell Properties
submitted an addendum ('the addendum') to the lease
agreement for consideration by the Board.
"Notwithstanding the fact that the Board is presently
unable to act on the addendum due to lacking three (3)
members, the addendum does not remedy the problems with the
original lease agreement and is due to also be
rejected/denied if, and when, it is ever considered.
"In any event, the Board's prior rejection of the
lease agreement remains unaltered.
"Defendant Mitchell Properties has refused repeated
requests to have Defendant Malone Staffing vacate Suites
200-9 & 10.
"Since occupying Suites 200-9 & 10, Defendant Malone
Staffing has engaged in repeated acts in violation of the
rules and regulations which govern the HOCOA, to include but
not limited to:
"a) permitting loitering at various locations around
Suites 200-9 & 10;
"b) leaving the front and rear doors to Suites 200-9
& 10 open for extended periods of time throughout the
day, using an old paint can to prop the front door open;
"c) placing advertisements at various locations about
"d) leaving excessive trash in the parking area;
"e) allowing others to congregate and assemble in the
parking areas where persons sit on top of their vehicles,
listen to music with their doors open and just ...