Enforceability of a condo bylaw (the “supermajority” provision) requiring approval from 66-2/3% of the co-owners before the plaintiff-Association could incur legal expenses incident to litigation; The Michigan Condominium Act (MCA) (MCL 559.101 et seq.); MCL 559.153; Interpreting bylaws according to the rules of contract interpretation; Rossow v. Brentwood Farms Dev., Inc.; McCoig Materials, LLC v. Galui Constr., Inc.; Claim that “absurd” results would arise from enforcing the supermajority provision; Port Liberte II Condo Ass'n, Inc. v. New Liberty Residential Urban Renewal Co., LLC (NJ Super.); Freedom to contract; Wilkie v. Auto-Owners Ins. Co.; Whether the supermajority provision conflicted with the MCA or the Michigan Nonprofit Corporation Act (MNCA) (MCL 450.2201 et seq.); MCL 450.2261; MCL 559.206(a); MCL 559.156(a); Whether plaintiff complied with the supermajority provision by obtaining approval via petitions; Ratification after the fact; David v. Serges; Barrow v. Detroit Election Comm’n

Rejecting the plaintiff-Association’s arguments as to why the supermajority provision in the condo bylaws should not be enforced, the court held that the trial court properly granted the defendant-condo unit owner summary disposition on the basis that plaintiff lacked authority to file this action. Plaintiff sought to compel defendant’s compliance with fencing-related restrictions in the bylaws. The trial court determined that plaintiff violated the bylaws “by failing to obtain the requisite approval of a supermajority of owners before incurring legal expenses involved with litigation.” The provision requires plaintiff “to obtain approval from 66-2/3% of co-owners before incurring any legal expenses incident to litigation.” Plaintiff argued that applying the provision leads to absurd results. However, the court concluded that “there is nothing absurd about requiring approval before permitting the Board of Directors to incur potentially extensive legal expenses on behalf of the owners. Such a clause functions as nothing more than a reasonable effort to protect the owners’ financial interests.” Plaintiff also argued that the provision could not be enforced because it conflicted with the MCA and the MNCA. However, the court concluded that “the supermajority requirement is a permissible limitation on the Association’s power to sue and it does not impermissibly conflict with MCL 450.2261(1)(b).” It also concluded that while MCL 559.206(a) “recognizes that an association might pursue an action for damages or injunctive relief against a co-owner, it does not prohibit co-owners from choosing to limit this authority to instances in which a supermajority of owners deem the litigation worth pursuing.” Finally, the court concluded that, in light of the bylaws’ requirements for actions outside of a meeting, the petitions collected by plaintiff “did not serve to ratify the litigation against defendant because the petitions did not satisfy the formalities necessary to authorize litigation through an affirmative vote.” Since “plaintiff failed to comply with those formalities, the belated petitions were not sufficient to ratify the litigation against defendant.” Affirmed.