Kai v. Board of Directors of Spring Hill Building 1 Condominium Ass’n

(Court opinion corrected 6/24/20.) Plaintiffs, all individual owners of condominium units, filed suit, contending that Defendants breached their fiduciary duties toward them, after approval of forced bulk sale of units under section 15 of Condominium Property Act. The common law of fiduciary duty remains in full force and applies to bulk sale of condominiums under section 15. Condominium association board members owe a fiduciary duty to other unit owners. If proved, Plaintiffs' allegations that Defendants used their control of the HOA Boards to effectuate bulk sales to a buyer that they also controlled on terms that disadvantaged the Plaintiffs could be a breach of fiduciary duty. Business judgment rule does not support dismissal of complaint.Court erred in holding that rescission was unavailable as a matter of law. However, the passage of time (as closing occurred more than 1 year ago) makes rescission less equitable, and punitive damages can be appropriate means of release. Thus, court did not err in dismissing count for rescission. (ZENOFF and JORGENSEN, concurring.)