Gorenberg

INTRODUCTION

Today we reaffirm a bedrock principle of corporate law; “the simple reality that an entity acts through its board and/or agents[.]” (Ritter & Ritter, Inc. Pension & Profit Plan v. The Churchill Condominium Assn. (2008) 166 Cal.App.4th 103, 124 (Ritter).) This case requires us to apply this rule to the governing association of a common interest development, which was ordered by the trial court to produce certain documents to a homeowner pursuant to a writ of mandate. After an insufficient production, the trial court granted the homeowner’s motion to enforce the writ against the association, but refused to compel the individual board members to comply because they were not named defendants in the matter. We reverse this decision and align ourselves with Ritter and other similar cases in concluding that individual members of the governing association’s board are obligated to secure and ensure the board’s compliance with court orders and judgments, and “are properly included within its scope and directions.” (Ibid.)

FACTS

Appellant Alan Gorenberg owns a home in the common interest development managed by respondent Emerson Maintenance Association. In early 2021, he…