Successor HOA Authority and the “Futility” Threshold for Pleading Amendments —
A Structured Commentary on Dee Conger, Trustee v. AVR Homeowner’s Association, Inc., 2025 WY 91 (Wyo. Sup. Ct. Aug. 13, 2025)

1. Introduction

The Wyoming Supreme Court’s decision in Dee Conger v. AVR Homeowner’s Association, Inc. confronts two recurring problems in modern property and civil-procedure practice:

1. When, and under what doctrinal authority, may a successor homeowners’ association (HOA) enforce subdivision covenants adopted by a dissolved predecessor?
2. How strictly may a trial court deny leave to amend a complaint on the ground of “futility” when the amendment seeks to substitute the correct defendant and add claims whose merits hinge on disputed facts?

The appellant, Dee Conger (as trustee for his revocable trust), alleges that the governing HOA at Alpine Airpark wrongfully delayed approval of his residential-hangar construction, inflating costs by millions of dollars. He initially sued “AVR Homeowner’s Association, Inc.” (AVR I) but learned in discovery that AVR I had been administratively dissolved and that a later entity, “AVR Homeowners Association” (AVR II), had been acting under covenants of dubious validity. The district court denied Conger’s motion to substitute AVR II and add related declaratory, quiet-title and contract claims, labelling the amendment “futile,” and simultaneously granted summary judgment to AVR I. The Supreme Court reverses, holding that:

• Dissolution of an HOA severs its covenant-enforcement authority unless a valid chain of succession or formal ratification is shown.
• Because Conger’s proposed amended complaint pleaded non-frivolous theories challenging that chain of authority, the district court abused its discretion in denying leave to amend on futility grounds.
• Consequently, summary judgment was premature and must also be reversed.

2. Summary of the Judgment

Applying de novo review to the futility rationale, the Supreme Court finds:

1. The pleadings, read in Conger’s favor, present viable claims that the 2013 covenants (“2013 CCRs”) were never validly adopted and that AVR II lacked authority to regulate Lot 77.
2. Agency “ratification” cannot breathe legal life into covenants created by a non-existent corporation, nor can it cure an HOA’s failure to follow the procedural pre-requisites in the governing documents.
3. Because these questions of authority, validity and breach remain open, amendment is not futile and early summary judgment is unwarranted.

The Court therefore (a) orders the district court to permit the second amended complaint, and (b) vacates summary judgment in favor of AVR I, remanding for further proceedings with the correct parties.

3. Analysis

3.1 Precedents Cited and Their Influence

1. Prancing Antelope I, LLC v. Saratoga Inn Overlook HOA, 2021 WY 3 — Reaffirmed that successor HOAs must prove a “valid and continuous chain of authority” originating with the original declarant. The Court deploys Prancing Antelope to reject AVR II’s implicit claim of inherent enforcement power.
2. Cash v. Granite Springs Retreat Ass’n, 2011 WY 25 — Holds that a dissolved HOA cannot enforce covenants beyond limited winding-up tasks. Supports the proposition that AVR I’s administrative dissolution in 2011 erased its covenant-making capacity.
3. Star Valley Ranch Ass’n v. Daley, 2014 WY 116 — Requires strict compliance with amendment procedures in recorded covenants. Used to show that the 2013 CCRs, executed with no recorded owner vote or board action post-incorporation, may be void.
4. Jasper v. Brinckerhoff, 179 P.3d 857 (Wyo. 2008); Halling v. Yovanovich, 2017 WY 28 — Establish very liberal amendment standards under Rule 15. The Court leans on these to declare the district court’s futility finding an abuse of discretion.
5. Allred v. Bebout, 2018 WY 8 — Clarifies that futility is reviewed de novo and equates to dismissal standards. Guides the Court’s analytical lens.
6. Mathisen v. Thunder Basin Coal, 2007 WY 161 — Lists elements for covenants to “run with the land” (enforceability, intent, touch-and-concern, privity). Underscores why the 2013 CCRs’ legitimacy matters.

3.2 The Court’s Legal Reasoning

The opinion is built on two interlocking syllogisms:

(a) Succession and Validity of Covenants

1. Covenants are contracts running with the land; only the entity (or its valid successor) empowered by the original governing documents may create or enforce them.
2. AVR I was dissolved when the 2013 CCRs were drafted; AVR II was not yet incorporated and never formally adopted them nor complied with owner-vote procedures.
3. Therefore, a colorable claim exists that the 2013 CCRs are void or unenforceable, and that AVR II lacks enforcement capacity.

(b) Futility Standard under Rule 15

1. Amendment is futile only when the proposed claim could be dismissed under Rule 12(b)(6) or clearly barred by law.
2. Conger’s proposed declaratory, quiet-title and contract theories hinge on contested facts (succession, ratification, breach, damages).
3. Because reasonable fact-finders could side with Conger, dismissal would be improper; hence, amendment is not futile. The district court’s contrary ruling “exceeds the bounds of reason.”

The Court further rejects the district court’s reliance on agency “ratification” for two reasons:

• A non-existent principal (a dissolved corporation) cannot ratify an act it lacked legal capacity to perform.
• Even if some form of owner-level acquiescence occurred, Wyoming precedent (Star Valley, Prancing Antelope) treats procedural compliance in CCR adoption as a condition precedent, unwaivable by informal conduct.

3.3 Potential Impact of the Judgment

• HOA Governance: Puts successor HOAs on notice that they must document their authority meticulously—articles, minutes, owner votes, assignments—before enforcing or amending covenants.
• Real-Estate Transactions: Buyers and lenders will scrutinise HOA corporate status and chain of authority more carefully, likely demanding estoppel certificates or title insurance endorsements.
• Civil-Procedure Practice: Reinforces Wyoming’s liberal amendment policy; trial courts must apply futility sparingly and conduct a Rule 12-type analysis rather than fact-weighing.
• Litigation Strategy: Encourages plaintiffs to investigate HOA corporate history and recordation formalities early; encourages defendants to cure standing defects before suit.
• Title Litigation: Signals that improperly recorded covenants can create a cloud on title and expose HOAs to quiet-title or slander-of-title remedies.

4. Complex Concepts Simplified

CCRs (Covenants, Conditions & Restrictions)

Recorded instruments that limit how property owners may use their lots and empower an HOA to approve construction or levy dues.

Administrative Dissolution

Status imposed by the Secretary of State when a corporation fails to file annual reports or pay fees, stripping it of corporate powers except for limited winding-up.

Successor HOA

A later-formed association claiming to take over governance from an earlier one. Must show a valid transfer of rights (e.g., via assignment or member vote).

Ratification (Agency Law)

After-the-fact approval by a principal of an unauthorized act performed by an agent. Ineffective if the “principal” had no legal existence at the time of the act.

Futility (Rule 15)

A proposed amendment is futile if, even after amendment, the complaint would be subject to immediate dismissal (e.g., time-barred, legally deficient). It is not futile merely because success is uncertain.

5. Conclusion

The Wyoming Supreme Court’s ruling in Conger v. AVR HOA accomplishes two doctrinal clarifications of statewide importance:

1. A dissolved HOA cannot rely on informal “ratification” to validate covenants or enforcement actions undertaken outside the strict procedural framework of the original governing documents. Successor HOAs must affirmatively establish their legal lineage.
2. Trial courts must apply Rule 15’s liberal amendment policy with rigor; unless a proposed claim is patently doomed, leave to amend should be granted so that controversies are resolved on their merits.

In remanding the case for further proceedings with AVR II properly joined, the Court restores procedural fairness and signals that Wyoming real-property law will not tolerate informal or undocumented exercises of private land-use control. Future HOA litigants—and the lawyers who advise them—should treat Conger as a cautionary manual on both corporate housekeeping and civil-pleading practice.