Date: Aug 28, 2026

“Until Such Time” Means No HOA Assessments or Voting Rights for Developer-Owned Undeveloped Lots Absent Road and Sewer Extensions—Ambiguous Lot Schedules Require Factfinding

Introduction

In Hawk Resort International, LLC v. Salt Ash Owners Association, Inc. (Vt. Aug. 21, 2026), a contract dispute arose within a stalled multi-phase resort development in Plymouth, Vermont. Plaintiff Hawk Resort International, LLC (HRI)—the successor to a group that acquired development rights—owned numerous “undeveloped lots.” Defendant Salt Ash Owners Association, Inc. (SAOA) assumed responsibility for community services and assessment collection under a comprehensive 2019 settlement (closing in 2020), followed by recorded covenants (the “HRI Covenants”).

The central issue was whether HRI presently owed SAOA assessments (and held voting rights) for HRI’s undeveloped lots, or whether those obligations were deferred “until such time” as certain access conditions were met. A secondary, but pivotal, issue was whether the recorded schedules/listings of lots (Attachment C and Schedule A-1) unambiguously identified which lots met the conditions—or were ambiguous, requiring trial-level factfinding.

Note on precedential status: The Opinion is an “Entry Order” issued by a three-justice panel; as the court’s own notice states, such decisions “are not to be considered as precedent before any tribunal.” The decision nonetheless provides a detailed application of Vermont contract interpretation principles to settlement/covenant documents in a common-interest-community setting.

Summary of the Opinion

The Vermont Supreme Court affirmed the trial court’s declaratory judgment that HRI’s undeveloped lots were not currently subject to SAOA assessments and did not carry SAOA voting rights. The Court held there was no error in the trial court’s determination that the covenants’ “Schedule A-1” was ambiguous on its face as to which lots (if any) had the requisite “common road access” and “common sewer access.” Because reasonable interpretations differed, a trial properly resolved the parties’ intent as a question of fact. On deferential review, the Supreme Court found the trial court’s findings supported its conclusions.

Analysis

Precedents Cited

John A. Russell Corp. v. Bohlig, 170 Vt. 12, 16 (1999): Cited for the standard of review—whether contractual ambiguity exists is reviewed de novo. The Supreme Court invoked this to independently evaluate SAOA’s claim that the documents were unambiguous.
Dep't of Corr. v. Matrix Health Sys., P.C., 2008 VT 32, ¶ 12, 183 Vt. 348: Provided the core framework of Vermont contract construction used here: interpret the contract as a whole; give effect to every part; unambiguous language controls; ambiguity exists when the writing supports a different reasonable interpretation when read in light of surrounding circumstances; and if ambiguous, intent becomes a fact question.
O'Brien Bros.' P'ship, LLP v. Plociennik, 2007 VT 105, ¶ 9, 182 Vt. 409: Used to delimit extrinsic evidence at the ambiguity stage—limited circumstances may be considered to detect ambiguity, but such circumstances cannot be used to vary the terms of an unambiguous writing. This underwrote the legitimacy of the trial court’s approach: identify ambiguity first, then receive extrinsic evidence to find intent.
Prue v. Royer, 2013 VT 12, ¶ 37, 193 Vt. 267: SAOA relied on this “successive agreements / modification” principle: where later contracts modify but do not entirely supersede earlier ones, they are construed together, and the later supersedes the earlier only to the extent of inconsistency. The Supreme Court distinguished SAOA’s use of Prue by emphasizing that ambiguity persisted even when viewing the covenants on their own—particularly Schedule A-1—so “later controls” did not eliminate the interpretive problem.
Lofts Essex, LLC v. Strategis Floor & Décor Inc., 2019 VT 82, ¶ 17, 211 Vt. 204: Supplied the deferential appellate standard for reviewing findings and conclusions after trial: findings stand if supported by “credible evidence,” and conclusions are affirmed if reasonably drawn from the evidence.
Bissonnette v. Wylie, 166 Vt. 364, 371-72 (1997): Supported the trial court’s reliance on post-agreement conduct to interpret an ambiguous agreement—especially the parties’ practical construction of voting rights and obligations. This was important because SAOA challenged the trial court’s consideration of SAOA’s failure to extend voting rights to HRI as interpretive evidence.

Legal Reasoning

1) The contractual trigger was “until such time,” not merely present-day physical possibility. The settlement agreement and HRI Covenants tied HRI’s assessment and voting obligations to conditions: a lot must have frontage on and reasonable ability to connect a driveway to a common roadway, and a reasonable ability to connect a building sewer to a resort sewer main. The trial court found—and the Supreme Court left undisturbed—that the parties used these conditions as markers of future build-out (roadway and sewer “extended”) rather than as an invitation to parse existing conditions lot-by-lot through engineering judgments.

2) Schedule A-1 was ambiguous on its face. Even isolating the HRI Covenants (as SAOA urged under a “later document controls” theory), the schedule did not plainly identify which lots met the criteria. It listed lots with columns labeled “common road access” and “common sewer access” with notations whose meaning was not self-evident. The Supreme Court agreed: “Reasonable minds could disagree,” making trial-level factfinding appropriate.

3) Successive-agreement/merger arguments did not resolve the ambiguity. SAOA argued that differences between Attachment C and Schedule A-1 should be handled as refinement over time, with Schedule A-1 superseding Attachment C. The Supreme Court’s response was practical: the ambiguity problem remained in the “later” document itself, so treating it as controlling did not make the assessment obligation clear. The Court also noted it was “not apparent” that the cited provisions were inconsistent in the manner SAOA claimed.

4) After trial, the appellate posture shifted to deference. Once the trial court resolved intent based on testimony, negotiations context, drafting purpose of the attachments, and subsequent performance (including the absence of voting rights), SAOA had to show clear error or unsupported findings. The Supreme Court held SAOA did not meet that burden.

Impact

Although designated nonprecedential, the decision’s reasoning is likely influential in practice for Vermont common-interest communities and development/turnover disputes:

Drafting discipline for schedules and exhibits: If an exhibit is meant to allocate present assessment responsibility by lot, it must say so plainly; labels like “access” with unexplained notations invite an ambiguity finding and a trial.
“Until such time” clauses may be read as development milestones: When the agreement speaks in terms of infrastructure being “extended,” courts may treat the trigger as tied to affirmative build-out progress rather than to an expert’s later opinion that connection is currently “possible.”
Linkage between voting and assessments can matter: The trial court’s view (approved on appeal) treated voting eligibility and assessment obligations as “inextricably linked,” making subsequent conduct—like withholding voting rights—salient evidence of the parties’ shared understanding.
Litigation posture: Parties seeking to impose assessments under complex settlement/covenant frameworks should anticipate that ambiguity arguments may lead to fact-intensive trials, where negotiation history and performance evidence become central.

Complex Concepts Simplified

Assessments: Periodic charges imposed by an owners’ association to fund common expenses (e.g., roads, common land, sewer).
Covenants (recorded): Binding restrictions/obligations recorded in land records that “run with the land,” affecting current and future owners.
Ambiguity: A contract is ambiguous when its language, applied to context, can reasonably support more than one meaning; ambiguity opens the door to factfinding about intent.
Extrinsic evidence: Evidence outside the four corners of the document (negotiations, circumstances, course of performance) used to interpret ambiguous language (but not to rewrite unambiguous terms).
Course of performance: How the parties acted after signing; courts often treat consistent post-signing conduct as persuasive evidence of what the parties thought the contract meant.
Standard of review (de novo vs. deferential): Appellate courts independently review legal questions like “is it ambiguous?” (de novo), but largely defer to trial findings about intent after trial unless clearly erroneous.

Conclusion

The Vermont Supreme Court affirmed that, under the parties’ settlement framework and recorded covenants, HRI’s undeveloped lots were not presently assessable and did not carry voting rights “until such time” as roadway and sewer extensions reflected development progress. The Court’s key doctrinal move was to treat the covenants’ lot schedule as ambiguous on its face, necessitating a trial on intent, and then to uphold the trial court’s intent findings under a deferential post-trial standard. Practically, the case underscores that assessment liability in phased developments turns on precise drafting—especially where obligations hinge on future infrastructure milestones and where exhibits/schedules are expected to do the operative work.