Welch v. Stony Brook Gardens
A board of director's attempt to amend the bylaws and regulations of a cooperative may not be successful, if an agenda is not provided, before the meeting, and minutes are not distributed, after the meeting. In 1965, the plaintiff, Joan Welch, and her husband became members and unit owners of the Stony Brook Gardens Cooperative. Allegedly, the 1965 contract provided that the cooperative would provide reimbursement to unit owners for certain repairs to the exterior. In 2007, the cooperative allegedly replaced part of the exterior of Welch's unit, and the replacement was a different color than the rest of the unit. Welch filed a small claims complaint, alleging that the cooperative refused to provide money to paint the exterior. The defendant transferred the plaintiff's breach-of-contract suit to the regular docket and argued that in 1983, the board of directors of the cooperative moved to amend the rules and regulations, to omit the requirement that the cooperative reimburse unit owners. The court found that the cooperative did not provide an agenda, before the meeting, or distribute minutes, after the meeting. Rejecting the cooperative's claim it successfully amended the 1965 contract, the court found that the cooperative failed to follow the required procedures to amend the bylaws. The board of directors' attempt to amend, wrote the court, "was "unconscionable and unenforceable." The 1965 contract remains the operative contract. The plaintiff proved breach of the contract and breach of the covenant of good faith and fair dealing. The court awarded the plaintiff damages in the amount of $5,000, plus reasonable attorneys' fees and costs, and ordered the cooperative to make any repairs required to the exterior of the plaintiff's unit.