Present: Carrico, C.J., Compton, Stephenson, Whiting,*

 Lacy, 

Hassell and Keenan, JJ. 

RIVER PLACE NORTH HOUSING 

CORPORATION 

OPINION BY JUSTICE A. CHRISTIAN COMPTON 

v. Record No. 941963 September 15, 1995 

AMERICAN LANDMARK EQUITY CORP. 

FROM THE CIRCUIT COURT OF ARLINGTON COUNTY 

William T. Newman, Jr., Judge 

 In this case, we are dealing with a cooperative, a multidwelling complex. Under the Virginia Real Estate Cooperative 

Act, Code §§ 55-424 through -506, a "cooperative" is "real estate 

owned by an association, each of the members of which is 

entitled, by virtue of his ownership interest in the association, 

to exclusive possession of a unit." Code § 55-426. A 

"cooperative interest" is "an ownership interest in the 

association coupled with a possessory interest in a unit under a 

proprietary lease." Id. A "proprietary lease" is "an agreement 

with the association pursuant to which a proprietary lessee has a 

possessory interest in a unit." Id. 

 The sole question in this appeal is whether the trial court 

correctly ruled that a cooperative housing association was not 

permitted to obtain a personal money judgment against a purchaser 

at foreclosure for assessments of cooperative fees unpaid by the 

owners of proprietary leases, which were the subject of the 

foreclosure. 

 

 *Justice Whiting participated in the hearing and decision of 

this case prior to the effective date of his retirement on 

August 12, 1995. 
- 2 - 

 The facts are undisputed. Appellant River Place North 

Housing Corporation, the plaintiff below, is the cooperative 

association for the River Place North housing cooperative, 

situated in Arlington County. Abbas Ghassemi and Shawna L. 

Butler were the proprietary lessees of two River Place North 

cooperative units. 

 In 1991, Ghassemi and Butler were delinquent in their 

mortgage and cooperative fee payments. The cooperative fees 

arose from assessments made upon the proprietary lessees to pay, 

inter alia, expenses of the common elements of the cooperative. 

See Code § 55-471. The mortgage lender, Monument Associates, 

foreclosed its first deeds of trust on the units. Appellee 

American Landmark Equity Corporation, the defendant below, 

purchased the properties at foreclosure for $120,000 each in 

April 1991, and received trustee's deeds of assignment of 

proprietary leases. Each "Memorandum of Sale" described the 

"property" as the proprietary lease to the unit together with the 

lessee's shares of the capital stock of the plaintiff 

corporation. 

 In May 1993, the plaintiff filed the present action against 

the defendant seeking a judgment to recover assessments on the 

two units in the sums of $6,289 and $5,963.03 respectively, which 

represented the delinquencies at the time defendant became the 

proprietary lessee of the units. After completion of the 

plaintiff's evidence during a bench trial, the trial court 
- 3 - 

granted the defendant's motion to strike the plaintiff's 

evidence, ruling "that there is no personal liability of the 

Defendant for the debt claimed by the Plaintiff." The court did 

not address a statute of frauds defense raised by defendant. We 

awarded the plaintiff an appeal from the trial court's August 

1994 order entering judgment for the defendant. 

 On appeal, plaintiff contends the trial court erred in 

ruling that it could not obtain a personal money judgment against 

the defendant for the former proprietary lessees' unpaid 

assessments. The plaintiff says the "foundation" of its motion 

for judgment is Section 7.3 of its bylaws. The section provides 

that the "new Proprietary Lessee of an Apartment shall be jointly 

and severally liable with the former Proprietary Lessee thereof 

for all unpaid assessments against that Proprietary Lessee or his 

shares which became due before the new Proprietary Lessee 

acquired ownership thereof." 

 Plaintiff also relies on Sections 12.1 and 12.2 of the 

bylaws. The latter section provides that every assessment 

becomes a lien against the lessee's shares, "effective as of the 

date such assessment is made." The section also provides that 

the lien "shall be prior to all liens and encumbrances recorded 

after the effective date thereof except for any Mortgage," 

defined in the relevant documents as a first deed of trust on a 

proprietary lease. The former section, in subsections (c) and 

(f), provides that the remedies set forth in the bylaws are 
- 4 - 

cumulative and are not subject to preclusion by election of 

remedies. 

 Plaintiff argues the trial court "concluded that the back 

assessments operated as liens on the property but did not create 

a cause of action for a money judgment" against defendant. 

Plaintiff contends the trial court erroneously ruled that its 

sole cause of action is one to enforce the liens, not one for a 

personal money judgment, and that this ruling deprives it of the 

cumulative remedies afforded by the bylaws and the Virginia Real 

Estate Cooperative Act (the Act). We disagree. 

 The applicable provisions of the bylaws and the Act simply 

do not address foreclosure by a mortgage lender, and the 

liability of the foreclosure purchaser for assessments unpaid by 

the former owners of the proprietary leases foreclosed upon. 

Foreclosure is not mentioned in bylaw Section 7.3 entitled 

"Liability for Assessments," the "foundation" of plaintiff's 

claim; in plain language, the section contemplates only a 

transfer of a proprietary lease by a means other than foreclosure 

by a mortgage lender. Bylaw Section 12.1 mentions foreclosure in 

subsection (f) labelled "Legal Proceedings," but speaks only to 

foreclosure of the lien for assessments. Bylaw Section 12.2 

entitled "Lien for Assessments," does not mention foreclosure by 

a mortgage lender. 

 Code § 55-472 of the Act, relied upon by the plaintiff, 

deals with remedies for nonpayment of assessments. But the 
- 5 - 

statute does not address foreclosure by a mortgage lender, and 

recovery of unpaid assessments through a personal judgment 

against the foreclosure purchaser. 

 Moreover, the evidence fails to establish that the 

defendant agreed to be liable personally for unpaid assessments 

of the prior lessees. Each "Memorandum of Sale," over a space 

for a "Purchaser" to sign, provides: "I further acknowledge that 

this purchase is subject to the terms and conditions of the 

attached Notice of Trustee's Sale and the attached 

Announcements." But neither memorandum is signed by an 

individual purporting to represent defendant; handwritten on the 

"Purchaser" line merely is "American Landmark Equity Corp." 

Thus, even if plaintiff is correct that somehow the "subject to" 

language in the memoranda would impose personal liability upon a 

foreclosure purchaser who signed them, there is no evidence in 

the record that a person authorized to bind defendant signed 

either memorandum promising or agreeing to pay the debt. 

 Finally, plaintiff relies upon In re Rosenfeld, 23 F.3d 833 

(4th Cir.), cert. denied, ___ U.S. ___, 115 S.Ct. 200 (1994), a 

case applying the Act but a case that is inapposite. There the 

issue was "whether a discharge in bankruptcy relieves a debtor 

from personal liability for post-petition assessments of 

cooperative housing dues." Id. at 835. Unlike the present 

litigation, that case involved a cooperative's efforts to recover 

delinquent assessments directly from the owner who incurred the 
- 6 - 

debt, not from a subsequent foreclosure purchaser. 

 Consequently, we hold that the trial court correctly ruled 

the plaintiff was not entitled to a personal money judgment for 

the delinquent assessments in issue against the defendant under 

these circumstances. Thus, the judgment in favor of the 

defendant will be 

Affirmed.