IN THE

ARIZONA COURT OF APPEALS

DIVISION ONE

JIE CAO, et al., Plaintiffs/Appellants,

v.

PFP DORSEY INVESTMENTS, LLC, et al., Defendants/Appellees.

No. 1 CA-CV 21-0275

Appeal from the Superior Court in Maricopa County

No. CV2019-055353

The Honorable Daniel G. Martin, Judge

REVERSED AND REMANDED

COUNSEL

Osborn Maledon PA, Phoenix

By Eric M. Fraser (argued), John S. Bullock

Counsel for Plaintiffs/Appellants

Pacific Legal Foundation, Phoenix

By James M. Manley

Amicus Counsel for Pacific Legal Foundation in Support of Plaintiffs/Appellants

Woner Hoffmaster Peshek & Gintert, Scottsdale

By Shawna M. Woner, Stephanie Kwan Gintert

Counsel for Defendant/Appellee PFP Dorsey Investments, LLC

Carpenter Hazelwood Delgado & Bolen LLP, Tempe

By Edith I. Rudder, Nicholas C. S. Nogami (argued)

Counsel for Defendant/Appellee Dorsey Place Condominium Association

FILED 7-7-2022
CAO, et al. v. PFP DORSEY, et al.

Opinion of the Court

2

OPINION

Presiding Judge Paul J. McMurdie delivered the Court’s opinion, in which 

Chief Judge Kent E. Cattani and Vice Chief Judge David B. Gass joined.

M c M U R D I E, Judge:

¶1 Jie Cao and Haining Xia (“Xias”) appeal from the superior 

court’s order upholding the forced sale of their Tempe condominium.1 The 

court determined that the sale was permissible under A.R.S. § 33-1228, 

which allows a supermajority of condominium unit owners to approve the 

termination of a condominium complex, even over the objection of other 

condominium unit owners.

¶2 In this opinion, we address A.R.S. § 33-1228 and hold that the 

statute is constitutional when applied to condominium owners who bought

a condominium unit subject to terms that incorporate the statute. We also

hold, however, that if there have been substantive post-purchase changes 

to the statute, the version of the statute in place at the time of purchase

controls.

¶3 Here, the superior court applied the August 2018 version of 

A.R.S. § 33-1228 rather than the version in effect when the Xias bought their 

condominium unit. As a result, because the previous version of the statute 

potentially provided greater protections to minority shareowners, we 

reverse and remand.

FACTS AND PROCEDURAL BACKGROUND

¶4 In 2007, a developer completed construction on the Dorsey 

Place Condominiums (“Dorsey Place”), a condominium complex in Tempe. 

The developer recorded a condominium declaration (“Declaration”), 

establishing the property’s terms, covenants, conditions, and restrictions

(“CC&Rs”). Anyone who acquired an ownership interest in the 

condominium complex was subject to the Declaration, which referred to

1 The notice of appeal also named Stone Xia as an appellant, but he 

did not file an opening brief. Thus, he is dismissed as a party to this appeal. 

See ARCAP 15(a)(1).
CAO, et al. v. PFP DORSEY, et al.

Opinion of the Court

3

state regulations affecting condominium ownership. In January 2018, the 

Xias bought a unit at Dorsey Place. Under the warranty deed2 and the 

Declaration, the Xias took the unit subject to its CC&Rs.

¶5 In November 2018, PFP Dorsey acquired 90 of the 96 units at 

Dorsey Place. Other individuals owned the remaining units. Under the 

Declaration, each unit owner is a member of the Association, and each unit 

equates to one vote within the Association. Thus, the Xias held one vote, as 

did the other unit owners, while PFP Dorsey commanded 90 votes within 

the Association.

¶6 In March 2019, the Association notified its members it would 

be calling a meeting to discuss terminating the condominium. The notice

gave members five appraisal reports and a draft termination agreement 

proposing to sell the entire condominium to PFP Dorsey for over $22

million. The appraisal reports listed the appraised values of five unit types, 

and the Xias’ unit type was valued at $234,000.

¶7 The Association held the meeting on April 4, where it 

presented its members with a modified termination agreement proposing 

instead to sell “all portions of and interest in [Dorsey Place] not already 

owned by PFP [Dorsey], to PFP [Dorsey], upon termination of the 

Condominium.” The agreement described the purchase price as the 

aggregate fair market value of the six units to be bought. An independent 

appraisal would determine each unit’s fair market value, but the agreement 

set forth a process for disapproving owners to obtain another appraisal.

¶8 According to the Declaration, the condominium could “be 

terminated only by the agreement of Unit Owners of Units to which at least 

ninety percent (90%) of the votes in the Association are allocated.” PFP 

Dorsey was the only member of the Association to sign the termination 

agreement, but with nearly 94% of the votes, it ratified the termination and 

sale on April 9. The Association recorded a warranty deed3 with the 

Maricopa County Recorder’s Office, transferring the title of the Xias’ unit to 

2 We take judicial notice of the Xias’ warranty deed, Maricopa County 

Recording Number 20180103716.

3 We take judicial notice of PFP Dorsey’s warranty deed, Maricopa 

County Recording Number 20190923560. 
CAO, et al. v. PFP DORSEY, et al.

Opinion of the Court

4

PFP Dorsey. Eventually, PFP Dorsey and the Association changed the locks 

on the unit and disposed of the Xias’ remaining personal property.

¶9 The Xias sued PFP Dorsey and the Association, seeking a 

declaratory judgment that the transaction violated the Arizona 

Condominium Act, A.R.S. § 33-1201, et seq., which governs condominium 

termination. They argued in the alternative that A.R.S. § 33-1228 is 

unconstitutional as applied. They sought quiet title, ejectment, imposition 

of a constructive trust, and further alleged civil trespass, conversion, breach 

of fiduciary duty, unjust enrichment, and wrongful recording, all arising 

out of an invalid or unconstitutional forced sale of their unit.

¶10 PFP Dorsey and the Association filed separate motions to 

dismiss under Arizona Rule of Civil Procedure 12(b)(6). Each motion 

argued that the Xias failed to state a claim upon which relief could be 

granted because PFP Dorsey and the Association strictly complied with 

A.R.S. § 33-1228. The superior court granted the motions over the Xias’

objection.

¶11 The Xias appealed, and we have jurisdiction under A.R.S. 

§ 12-2101(A)(1).

DISCUSSION

¶12 When reviewing a dismissal under Rule 12(b)(6), we take the 

facts alleged in the complaint as true and view them in the light most 

favorable to the plaintiffs. Johnson v. McDonald, 197 Ariz. 155, 157, ¶ 2 (App. 

1999).

¶13 On appeal, the Xias argue that (1) A.R.S. § 33-1228 is an 

unconstitutional taking of private property, and (2) A.R.S. § 33-1228 

prohibits PFP Dorsey and the Association from forcing a sale of less than 

the entire condominium for only the appraised value. Both statutory 

interpretation and constitutionality issues are questions of law, which we 

review de novo. Koller v. Ariz. Dep’t of Transp., 195 Ariz. 343, 345, ¶ 8 (App. 

1999) (statutory interpretation); Gallardo v. State, 236 Ariz. 84, 87, ¶ 8 (2014)

(constitutionality).

A. Arizona Revised Statutes Section 33-1228 Is Not Unconstitutional 

as Applied Because the Xias Agreed to Grant the Association the Rights, 

Powers, and Duties Prescribed by the 1986 Version of the Statute.

¶14 The Xias argue that A.R.S. § 33-1228 is a taking of private 

property in violation of the Arizona Constitution. Our Constitution states 
CAO, et al. v. PFP DORSEY, et al.

Opinion of the Court

5

that “[p]rivate property shall not be taken for private use,” except for 

certain exceptions inapplicable here. Ariz. Const. art. 2, § 17. Generally, 

“[t]aking one person’s property for another person’s private use is plainly 

prohibited.” Bailey v. Myers, 206 Ariz. 224, 227, ¶ 12 (App. 2003).

¶15 A statute that authorizes a private party to take another 

party’s property constitutes a taking. See Loretto v. Teleprompter Manhattan 

CATV Corp., 458 U.S. 419, 421 (1982) (taking had occurred when, without 

permission of building owner, media company installed cables on 

apartment building as authorized by statute). Without an exception to the

general rule, A.R.S. § 33-1228 is unconstitutional on its face.

¶16 The Xias argue that A.R.S. § 33-1228 “authorized an 

impermissible traditional taking” and that without the statute, PFP Dorsey 

and the Association would have “no authority” to terminate the 

condominium and force the sale of the Xias’ unit. But PFP Dorsey and the 

Association contend that the authority arises out of contract, so it is not an 

unconstitutional taking.

¶17 A condominium may only be created by recording a 

declaration. A.R.S. § 33-1211. The Declaration here provided that

[b]y acceptance of a deed or by acquiring any ownership 

interest in any portion of the Condominium, each Person . . . 

binds himself . . . to all of the provisions, restrictions, 

covenants, conditions, rules and regulations now or hereafter 

imposed by the Condominium Documents and any 

amendments thereof.

So when the Xias bought their unit in January 2018, they agreed to be bound 

by the Declaration, which grants the Association the “rights, powers and 

duties as are prescribed by the Condominium Act.” PFP Dorsey and the 

Association argue that the April 2019 termination and sale was authorized 

under the Declaration because they strictly followed the provisions of 

A.R.S. § 33-1228. But PFP Dorsey (and the superior court) applied the 

current version of the statute, even though it reflects an August 2018

amendment that potentially lessened protections for individual 

condominium unit owners subject to a forced sale. See H.B. 2262, 53d Leg., 

2d Reg. Sess. (2018).

¶18 The Xias argue that, under Kalway v. Calabria Ranch HOA, LLC, 

252 Ariz. 532 (2022), the 2018 amendments to the statute cannot be 
CAO, et al. v. PFP DORSEY, et al.

Opinion of the Court

6

incorporated into the Declaration.

4 They assert that the 1986 version in 

effect at the time of their purchase is the one that applies here. PFP Dorsey 

and the Association respond that the Declaration incorporated the 2018 

amendments because the Declaration defines the “Condominium Act” as 

“A.R.S. §33-1201, et seq., as amended from time to time.”

¶19 “Although contracts are generally enforced as written, in 

special types of contracts, we do not enforce ‘unknown terms which are 

beyond the range of reasonable expectation.’” Kalway, 252 Ariz. at 544, ¶ 14

(citation omitted) (quoting Darner Motor Sales, Inc. v. Universal Underwriters 

Ins. Co., 140 Ariz. 383, 391 (1984)). CC&Rs, like the Declaration, are subject 

to this rule. Id. at 544, ¶ 14. As a result, we will not “allow[] substantial, 

unforeseen, and unlimited amendments” to the Declaration, as that “would 

alter the nature of the covenants to which the homeowners originally 

agreed.” Id. at 544, ¶ 15. We “will not subject a minority of landowners to 

unlimited and unexpected restrictions on the use of their land merely 

because the covenant agreement permitted a majority to make changes to 

existing covenants.” Id. (quoting Boyles v. Hausmann, 517 N.W.2d 610, 617 

(Neb. 1994)).

¶20 For these reasons, although the Declaration incorporates

amendments to the Condominium Act, an amendment will be included 

only if it falls within the Xias’ “reasonable expectations based on the 

declaration in effect at the time of the purchase.” See Kalway, 252 Ariz. at 

544, ¶ 15. We look objectively at the Declaration to determine whether it 

gave sufficient notice of a future amendment. Id. at 544–45, ¶ 16. The 

Declaration need not provide notice of the precise details of the 

amendment, but “it must give notice that a . . . covenant exists and that the 

covenant can be amended to refine it, correct an error, fill in a gap, or change 

it in a particular way.” Id. at 545, ¶ 17. Future amendments, however,

“cannot be ‘entirely new and different in character,’” otherwise they would 

4 Although the Xias did not raise this argument before the superior 

court or in their opening brief, they have not waived the argument. Waiver 

“is procedural, not substantive, . . . and may be suspended at an appellate 

court’s discretion.” Dombey v. Phx. Newspapers, Inc., 150 Ariz. 476, 482 (1986).

We will consider the Xias’ argument because it is founded on Kalway, which 

was issued after all parties had filed their initial briefs, and all parties were 

later “afford[ed] a full opportunity to brief and argue the issue.” See Jimenez 

v. Sears, Roebuck & Co., 183 Ariz. 399, 406, n.9 (1995).
CAO, et al. v. PFP DORSEY, et al.

Opinion of the Court

7

exceed the reasonable expectations of the owners. Id. (quoting Lakeland Prop. 

Owners Ass’n v. Larson, 459 N.E.2d 1164, 1167 (Ill. 1984)).

¶21 When the Xias took ownership of their unit in January 2018, 

the 1986 version was in effect, and A.R.S. § 33-1228(G)(1) provided that

the respective interests of unit owners are the fair market 

values of their units, limited common elements and common 

element interests immediately before the termination, as 

determined by an independent appraiser selected by the 

association. The determination of the independent appraiser 

shall be distributed to the unit owners and becomes final 

unless disapproved within thirty days after distribution by 

unit owners of units to which fifty percent of the votes in the 

association are allocated. The proportion of any unit owner’s 

interest to that of all unit owners is determined by dividing 

the fair market value of that unit owner’s unit and common 

element interest by the total fair market values of all the units 

and common elements.

After the 2018 amendments and at the time of the proposed termination of 

the condominium, A.R.S. § 33-1228(G)(1) provided that

the respective interests of unit owners are the fair market 

values of their units, limited common elements and common 

element interests immediately before the termination and an 

additional five percent of that total amount for relocation 

costs for owner-occupied units. An independent appraiser 

selected by the association shall determine the total fair 

market values. The determination of the independent 

appraiser shall be distributed to the unit owners and becomes 

final unless disapproved within sixty days after distribution 

to the unit owner. Any unit owner may obtain a second 

independent appraisal at the unit owner’s expense and, if the 

unit owner’s independent appraisal amount differs from the 

association's independent appraisal amount by five percent 

or less, the higher appraisal is final. If the total amount of 

compensation owed as determined by the second appraiser is 

more than five percent higher than the amount determined by 

the association’s appraiser, the unit owner shall submit to 

arbitration at the association’s expense and the arbitration 

amount is the final sale amount. An additional five percent of 
CAO, et al. v. PFP DORSEY, et al.

Opinion of the Court

8

the final sale amount shall be added for relocation costs for 

owner-occupied units.

Thus, the 1986 version used the fair market value of an owner’s unit to 

calculate the proportion of that owner’s interest relative to the entire 

condominium. But the 2018 version appears to set the fair market value of 

the unit alone as “the final sale amount” to which the owner is entitled, 

rather than calculating the owner’s proportionate share of the sale price of 

the condominium as a whole.

¶22 The Declaration did not provide sufficient notice of such a 

substantive amendment. It defined the Condominium Act as the 

condominium statutes “as amended from time to time.” This provision only 

provides notice that the Condominium Act could be amended by the 

legislature, which cannot provide “fair notice of any enacted amendment.” 

See Kalway, 252 Ariz. at 545, ¶ 19 (provision gave insufficient notice when it

only stated that the “Declaration may be amended at any time by an 

instrument executed and acknowledged by the Majority Vote of the 

Owners”). And the statutory amendments did not merely refine the 

statutes, correct errors, or fill in gaps, but substantively altered owners’ 

property rights beyond the “owners’ expectations of the scope of the 

covenants.” See Kalway, 252 Ariz. at 545, ¶ 17. Allowing this provision to 

amend the Declaration would “allow[] substantial, unforeseen, and 

unlimited amendments [that] would alter the nature” of the agreement. See 

Kalway, 252 Ariz. at 544, ¶ 15. We conclude, therefore, that the Declaration 

did not incorporate the 2018 amendments to A.R.S. § 33-1228, and the Xias 

purchase agreement only granted the Association the rights, powers, and 

duties prescribed by the 1986 version of the statute.

¶23 But PFP Dorsey and the Association claim that the Xias could 

not contract around the 2018 amendments to subsection (G)(1). They cite 

A.R.S. § 33-1228(K), which states that “[b]eginning on the effective date of 

this amendment to this section, [August 3, 2018,] any provisions in the 

declaration that conflict with subsection G, paragraph 1 of this section are 

void as a matter of public policy.” They maintain that the 2018 version must 

apply here because the legislature “intended the 2018 version to apply to 

all condominiums, regardless of the language in their declarations.” As 

discussed, a forced termination and sale under the statute is 

unconstitutional but for an owner’s contractual agreement under the 

declaration. And we cannot read A.R.S. § 33-1228(K) to affect agreements 

already in place because “no . . . law impairing the obligation of a contract[] 

shall ever be enacted.” Ariz. Const. art. 2, § 25; see also Hayes v. Cont’l Ins. 

Co., 178 Ariz. 264, 273 (1994) (“[I]f possible this court construes statutes to 
CAO, et al. v. PFP DORSEY, et al.

Opinion of the Court

9

avoid rendering them unconstitutional.”). But see Phelps Dodge Corp. v. 

Arizona Elec. Power Co-op., Inc., 207 Ariz. 95, 119, ¶ 101 (App. 2004), as 

amended on denial of reconsideration (Mar. 15, 2004) (“Although the language 

in the contract clauses of the federal and state constitutions is seemingly 

absolute, the State can impair contract obligations in the exercise of its 

inherent police power to safeguard vital public interests.”).

¶24 The Xias took ownership of their unit in January 2018 subject 

to the Declaration, which incorporated the Condominium Act. And 

substantive amendments to the Condominium Act cannot later be 

incorporated into the agreement without renewed consent. Thus, the 1986

version of A.R.S. § 33-1228 applies.

B. The Authority Granted to the Association Must Be Analyzed 

Under the 1986 Version of A.R.S. § 33-1228.

¶25 The Xias also argue that A.R.S. § 33-1228 does not authorize 

the Association to sell the contested unit to PFP Dorsey because, under their 

interpretation, the statute requires that (1) any sale of condominium 

property must include the entire condominium, and (2) the Association 

must sell the property on the most favorable terms and distribute the sale’s 

proceeds in proportion to their interests as determined by appraisals.

¶26 The primary goal of statutory interpretation is to “find and 

give effect to legislative intent.” Secure Ventures, LLC v. Gerlach, 249 Ariz. 97, 

99, ¶ 5 (App. 2020). We start with the statute’s plain language and give its 

words their ordinary meaning. Id. In doing so, we read the statute’s words 

in context. See J.D. v. Hegyi, 236 Ariz. 39, 40–41, ¶ 6 (2014). “If the statute is 

subject to only one reasonable interpretation, we apply it without further 

analysis.” Glazer v. State, 237 Ariz. 160, 163, ¶ 12 (2015). But if the statute is 

ambiguous, we may consider many different factors, including “the context 

of the statute, the language used, the subject matter, its historical 

background, its effects and consequences, and its spirit and purpose.” 

Wyatt v. Wehmueller, 167 Ariz. 281, 284 (1991).

¶27 In 1985, the Arizona Legislature adopted a version of the 

Uniform Condominium Act. See 1985 Ariz. Sess. Laws, ch. 192, § 3. When a 

statute is based on a uniform act, we may infer that the legislature 

“intended to adopt the construction placed on the act by its drafters.” 

UNUM Life Ins. Co. of Am. v. Craig, 200 Ariz. 327, 332, ¶ 25 (2001) (quoting 

State v. Sanchez, 174 Ariz. 44, 47 (App. 1993)). We note, however, that our 

legislature declined to adopt certain provisions of the uniform act, which 

likewise guides our interpretation.
CAO, et al. v. PFP DORSEY, et al.

Opinion of the Court

10

1. Arizona Revised Statutes Section 33-1228(C) Allows a 

Termination Agreement to Include a Provision for the Sale of Any 

Portion of the Condominium.

¶28 The Xias argue that A.R.S. § 33-1228(C) prohibits the sale of 

less than the entire condominium. Although the Xias originally made this 

argument under the 2018 version of the statute, the legislature did not 

substantively amend the subsections referenced in this argument. As a 

result, we will address the argument here.

¶29 Section 33-1228(C) reads:

A termination agreement may provide that all the common 

elements and units of the condominium shall be sold 

following termination. If, pursuant to the agreement, any real 

estate in the condominium is to be sold following termination, 

the termination agreement shall set forth the minimum terms 

of the sale.

The plain language of the first sentence allows a termination agreement to 

provide for the sale of all the common elements and units. In the context of 

A.R.S. § 33-1228, this sentence gives an association, via a termination 

agreement, the power to contract for the sale of the entire property, 

including the property of unit owners who object to the termination and 

sale. See A.R.S. § 33-1228(A), (B) (contemplating a termination agreement 

approved by less than all unit owners); A.R.S. § 33-1228(D) (contract for sale 

binds owners of the property to be sold upon approval under subsections 

A and B); see also Antonin Scalia & Bryan A. Garner, Reading Law: The 

Interpretation of Legal Texts 167–69 (2012) (“Context is a primary determinant 

of meaning,” and all of a statute “provides the context for each of its 

parts.”).

¶30 The Xias argue that A.R.S. § 33-1228(C) requires that “[i]f . . . 

any real estate is to be sold, it must all be sold.” But the subsection’s first 

sentence does not require anything; the language is permissive. See A.R.S. 

§ 33-1228(C) (“A termination agreement may provide that all the common 

elements and units of the condominium shall be sold.”) (emphasis added); 

see also Scalia & Garner, supra, at 112 (“May” is a permissive word and 

“permissive words grant discretion.”). In the second sentence, the 

legislature contemplated an agreement under which “any real estate in the 

condominium is to be sold.” A.R.S. § 33-1228(C) (emphasis added). And the 

only requirement imposed is that “the termination agreement shall set forth 

the minimum terms of the sale.” Id.; see also Scalia & Garner, supra, at 112 
CAO, et al. v. PFP DORSEY, et al.

Opinion of the Court

11

(Used correctly, “shall” is mandatory, and “[m]andatory words impose a 

duty.”).

¶31 The statute thus permits but does not require a sale to include 

the entire condominium. And nothing in the statute prohibits the sale of 

less than the whole condominium. As a result, we read the statute to allow 

a termination agreement to provide for the sale of less than all the units and

common elements.

2. The Superior Court Dismissed the Xias’ Complaint Based 

on an Inapplicable Version of A.R.S. § 33-1228.

¶32 The Xias also argue that the Association owed them a 

fiduciary duty to act in their best interests and sell the property on the best 

terms possible. They argue that A.R.S. § 33-1228(D) creates a fiduciary 

relationship by vesting title to their property in the Association as trustee.

¶33 Under A.R.S. § 33-1228(D), “[i]f any real estate in the 

condominium is to be sold following termination, title to that real estate on 

termination vests in the association as trustee for the holders of all interest 

in the units.” The statute vests title to the real estate in the association so 

that “the association has all powers necessary and appropriate to effect the 

sale.” A.R.S. § 33-1228(D); see also A.R.S. § 33-1259 (Third parties may 

assume an association is acting properly within its capacity as trustee.). As 

trustee, an association must carry out a sale in good faith, with loyalty, and 

in the interests of the unit owners. See Lane Title & Tr. Co. v. Brannan, 103 

Ariz. 272, 278 (1968) (“[T]he trustee owes the beneficiary a duty of 

undivided loyalty.”); A.R.S. § 14-10801 (“[T]he trustee shall administer the 

trust in good faith, in accordance with its terms and purposes and in the 

interests of the beneficiaries.”); A.R.S. § 14-10802 (trustee owes a duty of 

loyalty); A.R.S. § 14-10803 (trustee owes a duty of impartiality); see also

A.R.S. § 14-10815(B) (describing such duties as “fiduciary duties.”).

¶34 The Association concedes that it became a trustee to facilitate 

the sale, but it argues that A.R.S. § 33-1228 only requires the trustee to 

“carry out the sale that the members of the Association agreed to when they 

agreed to terminate the condominium.” We disagree. By assuming the role 

of trustee, the Association owed a fiduciary duty to all unit owners. The 

Association argues that if it owed the unit owners a fiduciary duty, it did 

not breach the duty because it strictly complied with the requirements of 

A.R.S. § 33-1228 by including the sale price and protective measures 

required by A.R.S. § 33-1228(G). The Association thus argues that it 

properly terminated and sold the condominium.
CAO, et al. v. PFP DORSEY, et al.

Opinion of the Court

12

¶35 The Association relies, however, on the requirements 

imposed by the 2018 version of the statute. Likewise, the superior court 

dismissed the Xias’ complaint “for the reasons advanced by [PFP Dorsey 

and the Association],” which included arguments relying on the 2018

version. But as discussed, the Xias only agreed to the 1986 version of the 

statute. As a result, we vacate and remand to the superior court to apply

the 1986 version of A.R.S. § 33-1228 to determine whether the Association 

breached its fiduciary obligations. Thus, we need not address whether the 

sale at issue would have fulfilled the Association’s fiduciary duty under the 

2018 version.

ATTORNEY’S FEES

¶36 The Xias seek attorney’s fees on appeal. Contractual 

attorney’s fees provisions are enforced according to their terms. Chase Bank 

of Ariz. v. Acosta, 179 Ariz. 563, 575 (App. 1994). The Declaration provides 

that if any unit owner employs attorneys to enforce compliance with the 

Declaration, the prevailing party has a right to recover its reasonable 

attorney’s fees. Because the Xias are the prevailing party, we award them 

their reasonable attorney’s fees and costs after complying with Arizona 

Rule of Civil Appellate Procedure 21.

CONCLUSION

¶37 We reverse and remand the superior court’s dismissal of the 

Xias’ complaint.