Background
HP Motorplaza, LLC (Developer) recorded a Declaration of Garage Condominium in Johnson County, Kansas in July 2015, establishing the Stonegate Motorplaza project — a high-end, nonresidential garage condominium complex marketed to collectors of exotic cars. The development promised multiple buildings, top-tier amenities, and a two-mile private driving track, with units priced from $120,000 to $280,000. The Declaration designated certain lots as “convertible land” — parcels reserved for future unit construction within the submitted land — and identified a separate parcel, Tract B, as “expandable land” that could later be brought into the condominium by amendment.
Developer completed two phases of construction, recording amended declarations in December 2015 and January 2022, but never converted the remaining convertible lots (Lots 1, 4, and 5) into units. By September 2023 — more than seven years and nine months after the convertible land was last designated — the Stonegate Motorplaza Condominium Association filed a petition for declaratory judgment, arguing that Developer’s development rights had lapsed and that the undeveloped parcels, including Tract B, had become common areas owned collectively by the unit owners. The undeveloped property was valued at over $1.4 million. Developer countered that it retained fee simple ownership of all undeveloped property because no formal deed transfer had occurred.
The Johnson County District Court granted summary judgment in favor of the Association on both the convertible land and expandable land, holding that the change in ownership occurred by operation of law. Developer appealed.
The Court’s Holding
The Court of Appeals affirmed in part and reversed in part. As to the convertible land (Lots 1, 4, and 5), the court affirmed the district court. Under K.S.A. 58-3115a, all convertible lands “shall be deemed a part of the common area and facilities until converted,” and conversion must occur within seven years of recording the declaration. Because Developer admittedly failed to convert the lots within that window, the court held that those parcels remained common areas owned by the unit owners as tenants in common — not by the Developer — as a matter of law, without any need for a deed or formal transfer. The court further found that the Declaration itself unambiguously established that all submitted land outside of individually purchased units was to be co-owned by unit owners as tenants in common, and that the Developer expressly disclaimed any ownership interest in the common elements in its capacity as declarant.
As to the expandable land (Tract B), the court reversed. The court held that expandable land is fundamentally different from convertible land: it is not included in the submitted land and therefore is not part of the condominium unless and until Developer records an amended declaration with a plat and floor plans. Tract B appeared in the Declaration only because the Apartment Ownership Act requires disclosure of all land that may be added to an expandable condominium — not because it was submitted to the Act. Because Tract B was never incorporated into the condominium by amendment, the seven-year development window applicable to convertible land never applied to it. Tract B therefore remains Developer’s property in fee simple.
Key Takeaways
- Under the Kansas Apartment Ownership Act (K.S.A. 58-3115a), a developer’s failure to convert designated convertible land into units within seven years of recording the declaration results in that land remaining common area owned by unit owners as tenants in common — no deed or formal transfer is required; the change occurs by operation of law.
- A developer cannot retain fee simple ownership of convertible land by arguing it intended a different result or by pointing to the absence of a recorded transfer; recording a declaration that includes the land as submitted land establishes the unit owners’ co-ownership interest from the outset.
- Expandable land is categorically different from convertible land: it is not part of the submitted land, not subject to the seven-year conversion deadline, and does not become common area upon a developer’s inaction — it remains the developer’s property until affirmatively incorporated by amended declaration.
- Extrinsic evidence (such as affidavits from drafters of the declaration) is inadmissible to vary the unambiguous terms of a condominium declaration.
Why It Matters
This decision provides important clarity for condominium developers, unit purchasers, and community associations in Kansas on the legal consequences of a phased development that stalls. The ruling confirms that the statutory framework is not merely aspirational: once a developer submits land to the Apartment Ownership Act and designates it as convertible, it cannot walk away and reclaim that land after seven years of inaction. Unit owners who purchased relying on a developer’s stated plan have a legally enforceable claim to the undeveloped parcels. The case also draws a sharp and practically significant line between convertible land — which enters the condominium immediately as common area — and expandable land, which remains entirely outside the condominium regime until the developer affirmatively acts.
For developers, the decision is a cautionary tale: the decision to submit property to a condominium declaration carries lasting legal consequences that cannot be undone simply by doing nothing. For buyers and associations, the ruling reinforces that the declaration and the Apartment Ownership Act together provide real protection against a developer abandoning a project and attempting to retain valuable undeveloped land to the detriment of existing owners.