What is the difference between interpreting a covenant and amending it?

Interpretation resolves genuine ambiguity in text that can bear more than one reasonable reading. Amendment changes what the text does. The practical test is outcome-based: if the board's proposed reading would change the result of a live dispute that the words already decide, it is functioning as an amendment regardless of what the board calls it, and amendment generally requires the member vote the governing documents prescribe.

Can a board exempt a whole category from a covenant that does not mention the category?

In Ekstrom v. Marquesa at Monarch Beach (2008), the California Court of Appeal held that nothing in the CC&Rs permitted the association to exclude an entire species of trees from the covenant simply because it preferred the aesthetic benefit of those trees. A categorical carve-out that the recorded text does not contain is a common way a board crosses from interpretation into amendment.

Our declaration is silent on the conduct we want to stop. Can we read a prohibition into it?

Courts in many jurisdictions construe restrictive covenants strictly against the party seeking to enforce them. In Davis v. Echo Valley Condominium Ass'n (6th Cir. 2019), applying Michigan law, the court wrote that unless the bylaws plainly covered the challenged conduct, the plaintiff must lose, and observed that where the drafters prohibited many specific activities by name, they would not have hidden an additional ban in a general cleanliness provision.

What should a board do when the plain reading of a covenant produces an unacceptable result?

Boards typically treat that as an amendment agenda item rather than an enforcement problem. The reading is put in writing, the consequences are stated plainly to the membership, and the amendment process in the governing documents is run while the question is still hypothetical. The member vote is the mechanism the documents supply for changing what a covenant does.

Enforcement & Violations · Legal Framework · Covenant Reading

When “All” Means All: How to Read a Covenant Before You Interpret It

Q: Does a board get judicial deference for how it reads its own documents?

Deference doctrines generally protect discretionary judgment exercised inside the authority the documents grant. The Ekstrom court held the board's interpretation was inconsistent with the plain meaning of the document and therefore not entitled to judicial deference, and distinguished a case in which the board had acted consistently within authority the CC&Rs expressly conferred.

Most governance writing about the declaration answers a question of authority: who may change what, and by what vote. That question is settled. The question boards actually get wrong sits one step earlier and is a question of reading. Presented with a recorded sentence and a live dispute, a board has to decide what the sentence says — and the moment it decides the sentence says something other than what it says, it has stopped interpreting and started amending. This article sets out the reading discipline, using two published decisions that pull in opposite directions and, taken together, describe the whole field.

By the CIC-SC Editorial Team Updated August 26, 2026 Reading time: ~14 minutes Audience: Directors, Presidents, Architectural Committees, Managers

Educational notice. This information is educational in nature and should not be construed as legal advice. Covenant interpretation is jurisdiction-specific and fact-specific. Consult qualified association counsel before acting on any reading of your governing documents.

Interpretation Is Not the Same Question as Authority

The authority map is familiar: the recorded declaration binds every lot and is amended by the members at the threshold the document prescribes; board rules live beneath it and may implement but not contradict it. That map is correct, and CICSC covers it in The Limits of Board Rulemaking and The Declaration Is the Constitution.

But boards almost never announce that they are overriding the declaration. They announce that they are reading it. The failure is upstream of authority, and it looks like ordinary, reasonable work: a covenant produces a result nobody wants, so the board reasons its way to a narrower reading, adopts a policy reflecting that reading, and files the matter as resolved.

What follows is the discipline that keeps that reasoning honest. It has two rails.

Rail One: A Plain Word Governs, Including When It Is Inconvenient

Ekstrom v. Marquesa at Monarch Beach Homeowners Assn., 168 Cal.App.4th 1111 (2008), turned on a single recorded sentence. The CC&Rs, recorded in 1989 at a Dana Point, California planned community where owners had paid lot premiums for ocean and golf-course views, provided at section 7.18 that “[a]ll trees, hedges and other plant materials shall be trimmed by the Owner of the Lot upon which they are located so that they shall not exceed the height of the house on the Lot,” with an exception where the architectural committee determined the trees did “not obstruct the view from any of the other Lots.”

Palm trees created a genuine problem. Topping a palm does not produce a shorter palm; the biology of the species means the covenant, applied literally, functions as a removal order rather than a trimming requirement. Facing owners on both sides of that problem, the board adopted a policy exempting palm trees as a category, and in 2006 adopted rules excluding all palms planted before 2006 and supplying a narrowed definition of “view.”

The Court of Appeal reviewed the CC&Rs de novo and held the provision was “not at all ambiguous.” The court wrote that “[t]he only reasonable construction to be given to the provision is that homeowners are afforded protection from having their views obstructed by vegetation, including trees,” and that “[n]othing in the CC&R’s permits the Association to exclude an entire species of trees from section 7.18’s application simply because it prefers the aesthetic benefit of those trees to the community.” It added that “[e]ven if the Board was acting in good faith and in the best interests of the community as a whole, its policy of excepting all palm trees from the application of section 7.18 was not in accord with the CC&R’s.”

The court applied the same analysis to the 2006 rules, observing that they “are in direct conflict with the CC&R’s” because section 7.18 “does not grant the Association discretion to exclude view-blocking trees, it only gives the ARC discretion to determine whether or not a particular tree blocks a view.” As to the narrowed definition, the court noted that even if the board had some authority to define “view,” “it was not free to fashion a definition that rendered section 7.18 meaningless” — citing Nahrstedt v. Lakeside Village Condominium Assn., 8 Cal.4th 361 (1994), for the proposition that CC&Rs are interpreted according to the rules of contracts with a view toward enforcing the reasonable intent of the parties.

Three moves in that passage are worth naming, because they are the three ways a board most often converts a reading into an amendment.

Move	What it sounds like in the boardroom	Why it fails
Categorical carve-out	“Obviously the drafters never meant this to apply to those.”	The exception is not in the recorded text. Adding one changes who the covenant binds, which is the definition of an amendment.
Grandfathering	“We will apply it going forward, but not to anything already in place.”	Where the existing conditions are the entire subject of the dispute, a prospective-only rule resolves the live question in one side’s favor without a vote.
Definitional narrowing	“We are just clarifying what the term means.”	A definition drawn tightly enough to empty the covenant of effect is not a clarification. A board may not define a term so as to render the provision meaningless.

The court also addressed the remedy, and it is instructive. The judgment ordered the association “to enforce [s]ection 7.18 and to utilize every enforcement mechanism available to it under the CC&Rs and the law in order to do so,” with the trial court retaining jurisdiction, including jurisdiction to appoint a special master. The Court of Appeal upheld that breadth, observing that “[i]n view of the Association’s historical position that it need not and would not enforce section 7.18 as to palm trees, a directive that it utilize all enforcement mechanisms available is necessary to ensure the Association does not simply now make a token effort.” The plaintiffs were declared the prevailing parties and awarded their costs and attorney fees.

Rail Two: A Restriction That Is Not Written Will Not Be Implied

The first rail is not a license to read covenants expansively. The second rail runs the other way, and boards under pressure from a complaining owner forget it just as often.

In Davis v. Echo Valley Condominium Ass’n, 945 F.3d 483 (6th Cir. 2019), an owner argued that a Michigan condominium’s bylaws obligated the association to ban smoking inside units. The bylaws did not mention smoking. Applying Michigan law, the court noted that restrictive covenants are construed “strictly against those claiming to enforce them, and all doubts [are] resolved in favor of the free use of the property,” and concluded: “Unless the bylaws plainly cover the challenged in-condo smoking, therefore, Davis must lose.”

The court then made a structural argument every board should learn to run on its own documents. The bylaws “specifically prohibit many activities, ranging from keeping a dog or cat in a condo, to drying one’s clothes in common areas, to shooting a BB gun, to displaying a sign. If these bylaws meant to ban smoking, they would have done so with similarly specific language. They would not have hidden a smoking ban in, for example, a bylaw requiring owners to keep their apartments ‘in a safe, clean and sanitary condition.’”

That is the drafting-pattern test: where a document proves it knows how to prohibit something specifically, a general provision is unlikely to be carrying a hidden specific prohibition. A board that wants to run a nuisance or cleanliness clause against conduct the document could easily have named should expect that argument from the other side.

Note also that the court addressed the association’s conduct. It recited that the board authorized a letter to the neighboring unit owners, contracted at association expense for a fresh-air system on the complainant’s ductwork, and put a proposed smoking ban to an owner vote, and wrote that “[t]hese efforts undermine any claim that the board failed to enforce the bylaw.” Reading the covenant honestly and acting proportionately are not alternatives. The association did both.

Where Deference Actually Lives

Associations frequently invoke judicial deference doctrines — in California, the rule associated with Lamden v. La Jolla Shores Clubdominium Homeowners Assn., 21 Cal.4th 249 (1999) — as a general answer to any challenge. The Ekstrom court drew the line precisely: the board’s “interpretation of the CC&R’s was inconsistent with the plain meaning of the document and thus not entitled to judicial deference.”

It also distinguished Harvey v. The Landing Homeowners Assn., 162 Cal.App.4th 809 (2008), where a board allocated inaccessible attic common area for storage. In Harvey, the CC&Rs expressly gave the board the “sole and exclusive” right to manage the common area, to adopt reasonable rules not inconsistent with the CC&Rs, to designate storage areas, and to allow exclusive use of nominal adjacent common area. As the Ekstrom court put it: “In Harvey, the board was acting consistently within the authority granted it in the CC&R’s. Here, the CC&R’s do not give the Board discretion to act as it did.”

The distinction is the whole doctrine in one line. Deference protects the exercise of discretion the documents grant. It does not create discretion the documents withhold. Before a board relies on deference, it should be able to point to the sentence that confers the discretion it is exercising.

A Six-Step Reading Protocol

The following sequence is a board-level reading discipline, not a legal opinion. Associations generally run it with the complaint in hand and counsel available for the ambiguous cases.

Locate the operative sentence and read it aloud, verbatim. Not the summary in the welcome packet, not the manager’s recollection, not the rules handbook. The recorded instrument. Note the section number and the recording date.
Identify the quantifiers and the exceptions. Words like all, any, no, every, and shall are doing structural work. So is the exception, if there is one. In Ekstrom the exception existed but was assigned to a committee determination about a particular tree — not to a board judgment about a category.
Ask whether the sentence can bear more than one reasonable reading. This is the ambiguity test, and it is stricter than it feels. A result the board dislikes is not ambiguity. A word that is genuinely capable of two meanings in context is.
Run the drafting-pattern check. Does the document prohibit comparable conduct by name elsewhere? If it does, and it is silent here, the silence is probably deliberate.
Apply the outcome test. Would the board’s proposed reading change the result of the dispute in front of it, compared with the reading a stranger would take from the text? If yes, the board is amending. Stop.
Write the reading down before acting on it. A short memorandum stating the provision, the reading adopted, the basis, and the date. That memorandum is what a successor board, a title company, or a court will use to test whether the association applied its documents consistently — and it is what protects against the slow drift into selective enforcement.

When the Plain Reading Is Unacceptable

The hardest case is the one Ekstrom actually presented: the text is clear, and the clear result is one the community would not choose today. The palm-tree biology was real. The drafters in 1989 plausibly never considered it.

Every element of that difficulty is an argument for amendment. None of it is authority to disregard the text. The amendment path has a further advantage a board under pressure tends to overlook: a member vote produces information. If the owners adopt an exemption, the exemption is legitimate and durable. If they decline, the board has both its answer and its cover, and the enforcement it must then perform is enforcement the community has affirmed. A judgment tells an association only what it owes.

The practical sequence associations typically follow is to state the reading in writing to the membership, describe the consequences plainly, propose the amendment while the question is still hypothetical, and continue enforcing the existing text until the members change it. Suspending enforcement during an amendment campaign reintroduces the Ekstrom problem by another route.

Key Takeaways

Interpretation resolves ambiguity; it does not create exceptions. A carve-out, a grandfather clause, or a narrowed definition that changes who the covenant binds is an amendment wearing a rule’s name.
A plain quantifier governs. Ekstrom holds that nothing in the CC&Rs permitted the association to exclude an entire species from a covenant reaching “all trees,” even assuming the board acted in good faith.
A board may not define a term into meaninglessness. Definitional discretion, where it exists, stops short of emptying the provision of effect.
Silence cuts against enforcement. Davis applies strict construction against the enforcing party and the drafting-pattern inference: a document that names many prohibitions is unlikely to be hiding another one in a general clause.
Deference follows granted authority. Before invoking a deference doctrine, identify the sentence that grants the discretion being exercised.
The outcome test is the fastest self-check. If the reading changes the answer to the live dispute, the board is amending — and the members hold that power.

Related in This Series

The Limits of Board Rulemaking: Rules vs. Resolutions — the authority map beneath this reading discipline.
The Declaration Is the Constitution the Board Cannot Override — why an amendment requires the members.
Deed Restrictions vs. HOA Rules — how each instrument is created, amended, and enforced.
Amending Governing Documents: The Power Belongs to the Members — running the vote the plain reading points to.
The Eight-Tier Hierarchy of Governance Authority — where a board policy sits relative to a recorded covenant.
The Three Ways a Board Fails a Neighbor Dispute — what non-enforcement costs when two owners are on opposite sides of the covenant.
Rules and Regulations in Practice — worked scenarios, including a rule that overreaches.

Tags: covenant interpretation · Ekstrom v. Marquesa · Davis v. Echo Valley · Nahrstedt · Lamden · Harvey v. The Landing · plain meaning · strict construction · rule vs. amendment · judicial deference · CC&Rs

Disclaimer. This article is published by the Common Interest Community Standards Council for educational and informational purposes only. It is not legal advice and does not establish an attorney-client relationship. Quoted language is taken from the published opinions cited and describes those records only; covenant interpretation doctrine varies by jurisdiction, and the decisions discussed apply California and Michigan law respectively. Whether a particular provision of a particular declaration is ambiguous, and what it requires of a particular association, is a legal question for association counsel. CIC-SC, its authors, and its members assume no liability for actions taken in reliance on this content.