FROM THE CIRCUIT COURT OF ARLINGTON COUNTY. Louise M. DiMatteo, Judge.
Andrew J. Guzzo (Kristi Cahoon Kelly; Kelly & Crandall, on briefs), for appellant.
Patricia V. Fettmann (Fettmann Ginsburg, on brief), for appellee.
[287 Va. 427] PRESENT: All the Justices
WILLIAM C. MIMS, JUSTICE.
In this appeal, we consider whether a contract obligated a real estate cooperative to make plumbing repairs and whether the circuit court abused its discretion by declining to award attorneys' fees under Code § 55-492(A).
I. BACKGROUND AND MATERIAL PROCEEDINGS BELOW
In 1998, Carol Robinson-Huntley inherited an interest in the George Washington Carver Mutual Homes Association, Inc. (" the Association" ), a real estate cooperative created in 1949. She became a member of the cooperative and executed a mutual ownership contract (" the Contract" ) with the Association. Under the Contract, Robinson-Huntley acquired a possessory interest in a unit identified as 1352 South Rolfe Street in Arlington, Virginia. A paragraph of the Contract (" the Provide and Pay Provision" ) required that " [t]he Association shall . . . provide and pay for property including the [m]ember's dwelling, except that the [m]ember shall make minor [287 Va. 428] interior repairs and provide all interior and decorating." (Emphasis in original.)
In 2011, Robinson-Huntley began experiencing significant problems with the plumbing in her unit, temporarily rendering the sinks and toilets inoperable. A plumber determined that the problem was caused by deterioration in the pipes under the floors and within the walls of her unit. The pipes needed to be replaced at a cost of $6000. Robinson-Huntley informed the Association, which replied through counsel that all the units had plumbing issues; it said that it did not have the funds to resolve them all.
Robinson-Huntley filed a complaint alleging, among other things, that the Provide and Pay Provision obligated the Association to replace the pipes. While the complaint was pending, the Association adopted an amendment (" the Conflict Provision" ) to its bylaws providing that they would control in the event of any conflict between them and a member's mutual ownership contract. It also adopted an amendment (" the Repair Provision" ) providing that
units and other services and necessities shall be made available to the member . . . at their expense. The monthly fees . . . as determined by the Board of Directors shall be sufficient to enable the [Association] to meet as best as it can under the circumstances its taxes, pay fixed and operating expenses, and build up necessary reserves including a general reserve for contingencies and special reserves to take care of repairs, maintenance, replacements, and vacancies, taking into consideration the long term plans of the [Association] and the current condition of the [u]nits.
Robinson-Huntley thereafter filed a second amended complaint in which she again alleged that the Provide and Pay Provision obligated the Association to replace the pipes. She also alleged that the Association withheld financial records from her and failed to conduct an audit required by the bylaws. She sought declaratory judgments that (1) she was entitled to the Association's financial records under Code § 55-474, (2) the Association was obligated under the Agreement to repair common areas, which included replacing the pipes, and (3) the Conflict Provision was invalid. She also sought injunctions to compel the Association to (1) perform an audit, ...