Legal Memorandum: Plain Language of a Contract

Issue: Does the plain language of a contract govern the actions of a condominium’s board?

In construing the relevant provisions the starting point ought to be the plain language of the documents:

When interpreting a contract, we first examine the plain language of the [contract] and, if the terms are clear, they are to be given their plain, ordinary meaning.  We neither supply terms to contracts that are plain and unambiguous, nor do we make a better contract for the parties than the one which they themselves have created.

Emolo v. Emolo, (unpublished) Nos. A-2746-08T3, A-3836-08T3 (N.J. Super. App. Div. Aug. 19, 2011) (citations & internal punctuation omitted).

This plain-language construction is further buttressed by duties imposed by the Condominium Act.  For example, the Condominium Act provides:

The association, acting through its officers or governing board, shall be responsible for the performance of the following duties, the costs of which shall be common expenses:

(a) The maintenance, repair, replacement, cleaning and sanitation of the common elements.

N.J.S.A. 46:8B-14 (emphasis added).

Finally, it is recognized that an “Association’s Board of Directors has a fiduciary obligation to its members similar to that of a corporate board to its shareholders.  That obligation includes the duty to preserve and protect the common elements and areas for the benefit of all its members.”  Kim v. Flagship Condo. Owners Ass’n, 327 N.J. Super. 544, 550 (App. Div. 2000) (emphasis added). 

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