934 P.2d 669 (1997) 131 Wash.2d 612

William J. RISS and Carolyn Riss, husband and wife, Respondents,
v.
Lee and Margie ANGEL, husband and wife, and their marital community, Defendants,
Bruce and Bev Attebery, husband and wife, and their marital community, Petitioners,
Tim and Leslie Banks, husband and wife, and their marital community; Lou and Doris Berg, husband and wife, and their marital community; Stanley and Jackie Berman, husband and wife, and their marital community, Defendants,
John and Cathy Coart, husband and wife, and their marital community; Ed and Arline DeGroot, husband and wife, and their marital community, Petitioners,
Bob and Patty Edwards, husband and wife, and their marital community; Phelps and Christel Fisher, husband and wife, and their marital community; Larry and Jan Granston, husband and wife, and their marital community, Defendants,
Jerry and Helen Greenan, et ux., Petitioners,
Lloyd and Karen Hammel, husband and, wife, and their marital community; William and Pamela Hay, husband and wife, and their marital community; James and Christine Hillman, husband and wife and their marital community, Defendants,
Kathy Hodge, a single person; Ron Levite, a single person, Petitioners,
Eleanor Long, a single person; Morgan and Clarinda Marshall, husband and wife, and their marital community, Defendants,
Fred and Betty Maxam, husband and wife, and their marital community; V.O. and Lucy McDole, husband and wife, and their marital community, Petitioners,
Stewart and Maxine Neel, husband and wife, and their marital community; Bill and Shirley Nodell, husband and wife, and their marital community; Don and Linda Reid, husband and wife, and their marital community, Defendants,
Bruce Ries and Marilyn Donogh-Ries, Petitioners,
Kurt and Ilse Ries, husband and wife, and their marital community; Barry and Julie Scott, husband and wife, and their marital community; Beverly Tufarolo, a single person; Rodney and Nina Waldbaum, husband and wife, and their marital community; Defendants,
Robert and Marian Webb, husband and wife, and their marital community; individually and collectively doing business as Mercia Corporation, Petitioners.

No. 63898-5.

Supreme Court of Washington, En Banc.

Argued October 22, 1996. Decided April 10, 1997.

*672 Law Offices of J. Richard Aramburu, J. Richard Aramburu, Jeffrey M. Eustis, Seattle, for Petitioners.

Tousley & Brain, Christopher I. Brain, Seattle, Kimberly J. Kernan, Golden, CO, for Respondents. *670

*671 MADSEN, Justice.

Members of the Mercia Heights homeowners association rejected Plaintiffs' building *673 plans under a consent to construction clause in the subdivision's restrictive covenants. The trial court held that the association's rejection of the plans was unreasonable and arbitrary. The trial court further held the members jointly and severally liable for delay damages and attorney fees. The Court of Appeals affirmed and the homeowners sought review. We likewise affirm, but remand for determination of which individual association members shall be jointly and severally liable.

In 1992, Plaintiffs William and Carolyn Riss purchased lot 6 in Mercia Heights, a residential subdivision in Clyde Hill. The subdivision is subject to restrictive covenants recorded by the developer, which provide that new construction and remodeling must be approved by the Mercia Corporation, originally a nonprofit corporation consisting of the homeowners in the development. The corporation was administratively dissolved in 1985, and the subdivision is now governed by the homeowners as an unincorporated homeowners association which acts through an elected board of directors. The Mercia development includes many homes built in the 1950s which are one level or split-level ramblers. Many of the lots, which vary in shape, size, and slope, have distant views of Lake Washington, the Seattle skyline, and the Olympic Mountains.

The covenants, in existence since the 1950's, contain express restrictions on minimum square footage of residences, minimum setback requirements, and maximum roof heights, providing for homes with a minimum of 1,400 square feet and roof lines no higher than 20 feet above the highest point of finished grade on the lot. Paragraph 6 of the covenants provides that

As to improvements, construction and alterations in Mercia Heights addition, the... Mercia Corporation shall have the right to refuse to approve the design, finishing or painting of any construction or alteration which is not suitable or desirable in said addition for any reason, aesthetic or otherwise ... [considering] harmony with other dwellings ... the effect on outlook of adjoining or neighboring property and any and all other factors which in their opinion shall affect the desirability or suitability of such proposed structure, improvement or alterations.

Clerk's Papers (CP) at 503. The covenants give the board of directors enforcement power and the authority to approve or disapprove construction or remodeling. The covenants provide that any lot owner may sue to enforce the covenants and the prevailing party is entitled to reasonable attorney fees and costs. In 1990, the covenants were amended to provide that a property owner aggrieved by a Board decision may appeal to the Mercia homeowners, who will meet and decide by majority vote, with proxies allowed, whether to overturn the Board's decision. Another amendment proposed in 1990 would have limited the height of new construction to the height of the existing dwelling on the lot unless written approval of a higher roof line was granted by the association. This amendment failed.

Plaintiffs wanted to remove the existing dwelling on lot 6 and construct a one-story home with a daylight basement. Plaintiffs submitted their plans to the homeowners' designee for covenant compliance and review. They were told that except in minor respects their plan satisfied the covenants. Plaintiffs knew the covenants required approval of the Board and the homeowners.

Following November meetings where the Board and homeowners discussed Plaintiffs' proposed plans, an open Board meeting was held December 9, 1992, to consider Plaintiffs' plans. Prior to this meeting, the president of the homeowners association and his wife took photographs holding poles in front of various Mercia residences to show how high 23 feet was as referenced against existing dwellings. A montage of these photographs was presented at the meeting. The trial court found this photographic study lacked precision, failed to take into account either the height restriction of the covenants or the City of Clyde Hill's height restrictions (measured from the original topography), and were inaccurate and misleading as to the effect of Plaintiffs' proposed residence. Plaintiffs' plans called for a roof height within the maximum restrictive covenant height of 20 feet above the highest point of finished grade *674 on a lot; the proposed residence would have a roof height 11½ feet above the highest point of finished grade, some five feet higher than the existing structure. Also prior to the meeting, another Board member sent a letter to all other lot owners expressing concerns with Plaintiffs' plans and, the trial court found, inaccurately representing the height and square footage of the proposed residence. See Exhibit 38.

Following the meeting, Plaintiffs were notified that the Board had rejected their plans. The Board's rejection was based upon the height of the structure, its bulk (width and depth), the design exterior finish, and proximity to neighboring houses. The letter notifying Plaintiffs of the rejection also explained that the Board was "not comfortable with giving specific guidelines at this time," and that "an arbitrary disapproval without any guidance would not be constructive." Exhibit 16. The Board said it would hire an architect to assist in describing guidelines that would allow Plaintiffs to design and construct a home on their property.

The architect the Board then consulted calculated the mass of the proposed home by adding square footage of the exterior surface walls when viewed in a plane, excluding the courtyard. This method was not communicated to Plaintiffs, and no comparison of their proposed home to other homes was made using this method. The architect recommended that a volume comparison be done, but none was made. On December 30, 1992, the Board president wrote to Plaintiffs, advising them of specific guidelines to aid in redesigning the house. The first required the roof line to remain at the same level as the existing structure to preserve views. The Board had never performed any view study or analysis, and Plaintiffs' evidence showed the proposed residence would not appreciably block views. The second guideline called for a 20 percent reduction in width and depth. Plaintiffs say this would result in a residence smaller than the existing residence. The sixth guideline concerned the width of the proposed residence; however, the proposed residence was 5 feet narrower than the existing residence. The remaining guidelines are not the subject of disagreement.

Testimony at trial also established that members of the homeowners association were concerned that lot 6 was special, or more visible to those entering the community.

Plaintiffs appealed the Board's decision to the homeowners. On January 2, 1993, the Board president wrote to the other Board members, urging them to assure a large turnout for the vote on Plaintiffs' appeal, or to vote by proxy, so that Plaintiffs would not be able to sway a small turnout. See Exhibit 40.^[1] On January 8, 1993, the Board president wrote a letter to the owners advocating a vote against approval of Plaintiffs' plans at the January 18, 1993, meeting set to consider Plaintiffs' appeal. The homeowners voted against approval of Plaintiffs' plans. Defendants state that 24 of the 34 lot owners cast votes themselves or by proxy, and that the vote was 21-3 to reject Plaintiffs' proposal.

Plaintiffs brought this action against the homeowners individually, contending that the covenants were not enforceable, and, alternatively, that their plans complied with the covenants and the Board and association acted unreasonably in rejecting their plans. Five of the lot owners signed stipulations indicating they would not oppose Plaintiffs' proposed residence and they agreed to be bound by the court's decision. The remaining lot owners were defendants at trial.

The court ruled the covenants are binding, but it found the association acted unreasonably in rejecting Plaintiffs' plans. The court concluded that the covenants as written are reasonable, but do not permit the homeowners to impose restrictions more burdensome than those expressed in the covenants. Specifically, the court said that the homeowners *675 could not restrict size, height, and proximity to neighbors beyond the minimum square footage and the maximum height restrictions, and the setback requirements set out in the covenants. The court concluded that paragraph 6's discretionary authority to reject proposals on the basis of design cannot be read as including authority to limit "bulk," i.e., size or scale. CP at 1633. The court concluded the association does have wide discretion to control design aesthetics, which the court reasoned included authority to reject, for example, a geodome, A-frame, or Tudor castle. The court also rejected the homeowners' concerns that lot 6 is special, saying that if special restrictions on a specific lot were desired, the covenants must clearly say so.

The court also concluded that the association acted unreasonably because it rejected Plaintiffs' plans without comparing the width and depth of other homes in the neighborhood to Plaintiffs' proposed residence, failed to thoroughly investigate, and relied upon inaccurate information.

The court ruled in favor of the association, however, on its rejection of the proposed exterior, Dryvit.

The court entered judgment declaring that Plaintiffs could build their proposed home, provided that they change the exterior finish to one reasonably specified by the association. Following trial on damages, which had been bifurcated from the liability issues, the court awarded Plaintiffs delay damages of $103,989.85, and attorney fees and costs of $102,250.31. The judgment was entered against the individual defendant homeowners jointly and severally.

The homeowners appealed. However, many of them subsequently moved to be dismissed from the appeal, and the Court of Appeals granted the motion. The remaining homeowners, the Appellants, are listed in the margin.^[2] The Court of Appeals affirmed. Riss v. Angel, 80 Wash.App. 553, 912 P.2d 1028 (1996). Appellants then petitioned for review, which this court granted.

Construction of Restrictive Covenants in General

The court's primary objective in interpreting restrictive covenants is to determine the intent of the parties. Metzner v. Wojdyla, 125 Wash.2d 445, 450, 886 P.2d 154 (1994); Mains Farm Homeowners Ass'n v. Worthington, 121 Wash.2d 810, 815, 854 P.2d 1072 (1993); Lakes at Mercer Island Homeowners Ass'n v. Witrak, 61 Wash.App. 177, 179, 810 P.2d 27, review denied, 117 Wash.2d 1013, 816 P.2d 1224 (1991). In determining intent, language is given its ordinary and common meaning. Metzner, 125 Wash.2d at 450, 886 P.2d 154; Mains Farm, 121 Wash.2d at 815, 854 P.2d 1072; Krein v. Smith, 60 Wash.App. 809, 811, 807 P.2d 906, review denied, 117 Wash.2d 1002, 815 P.2d 266 (1991). The document is construed in its entirety. Mountain Park Homeowners Ass'n, Inc. v. Tydings, 125 Wash.2d 337, 344, 883 P.2d 1383 (1994); Burton v. Douglas County, 65 Wash.2d 619, 622, 399 P.2d 68 (1965). The relevant intent, or purposes, is that of those establishing the covenants. Robert G. Natelson, Law of Property Owners Associations § 2.5, at 61 (1989).

Historically, Washington courts have also held that restrictive covenants, being in derogation of the common law right to use land for all lawful purposes, will not be extended to any use not clearly expressed, and doubts must be resolved in favor of the free use of land. E.g., Burton, 65 Wash.2d at 622, 399 P.2d 68 (citing Granger v. Boulls, 21 Wash.2d 597, 152 P.2d 325, 155 A.L.R. 523 (1944)); Bersos v. Cape George Colony Club, 10 Wash.App. 969, 971, 521 P.2d 1217 (1974) (same); Fairwood Greens Homeowners Ass'n, Inc. v. Young, 26 Wash.App. 758, 761-62, 614 P.2d 219 (1980) (same). The Court of Appeals in this case applied the rule of strict construction against the drafter, reasoning that the homeowners are the drafters because they amended the covenants in 1990.

Washington courts have begun to question whether rules of strict construction should be applied where the meaning of a subdivision's *676 protective covenants are at issue and the dispute is among homeowners.

Construction against the grantor who presumably prepared [a] deed is quite a different matter from construction of covenants intended to restrict and protect all the lots of a plat and future owners who buy and build in reliance thereon.

....

The premise that protective covenants restrict the alienation of land and, therefore, should be strictly construed may not be correct. "Subdivision covenants tend to enhance, not inhibit, the efficient use of land.... In the subdivision context, the premise [that covenants prevent land from moving to its most efficient use] generally is not valid."

Mains Farm, 121 Wash.2d at 816, 854 P.2d 1072 (citation omitted). The Court of Appeals has similarly observed:

While restrictive covenants were once disfavored by the courts, upholding the common law right of free use of privately owned land, modern courts have recognized the necessity of enforcing such restrictions to protect the public and private property owners from the increased pressures of urbanization.

Lakes at Mercer Island Homeowners Ass'n, 61 Wash.App. at 179, 810 P.2d 27; accord, e.g., Thayer v. Thompson, 36 Wash.App. 794, 797, 677 P.2d 787 (also noting that as public restrictions in the form of zoning had gained favor, so had private restrictions), review denied, 101 Wash.2d 1016 (1984).

Other courts have refused to apply principles of strict construction in construing restrictive covenants. For example, since 1958 the Kentucky courts have regarded restrictive covenants "more as a protection to the property owner and the public rather than as a restriction on the use of property" and decline to apply "the old-time doctrine of strict construction[.]" Highbaugh Enter. Inc. v. Deatrick & James Constr. Co., 554 S.W.2d 878, 879 (Ky.Ct.App.1977) (citing Brandon v. Price, 314 S.W.2d 521 (Ky.1958)). Twenty years ago New Hampshire noted that "[t]he former prejudice against restrictive covenants which led courts to strictly construe them is yielding to a gradual recognition that they are valuable land use planning devices." Joslin v. Pine River Dev. Corp., 116 N.H. 814, 367 A.2d 599, 601 (1976) (citing 7 G. Thompson, Real Property § 3158 (J. Grimes ed. Supp.1976)). The court observed that "private land use restrictions `have been particularly important in the twentieth century when the value of property often depends in large measure upon maintaining the character of the neighborhood in which it is situated.'" Joslin, 367 A.2d at 601 (quoting Traficante v. Pope, 115 N.H. 356, 341 A.2d 782, 784 (1975)). The court rejected the principle that restrictive covenants are to be strictly construed in favor of the free use of land.

As indicated, in Washington the intent, or purpose, of the covenants, rather than free use of the land, is the paramount consideration in construing restrictive covenants. Moreover, both this court and the Court of Appeals have refused to apply principles of strict construction so as to defeat the plain and obvious meaning of restrictive covenants. Mains Farm, 121 Wash.2d at 816, 854 P.2d 1072; Lakes at Mercer Island Homeowners Assoc., 61 Wash.App. at 180, 810 P.2d 27; Fairwood Greens, 26 Wash. App. at 762, 614 P.2d 219 (citing Rush v. Miller, 21 Wash.App. 156, 584 P.2d 960 (1978); 20 Am.Jur.2d Covenants, Conditions, and Restrictions § 187 (1965)).

The time has come to expressly acknowledge that where construction of restrictive covenants is necessitated by a dispute not involving the maker of the covenants, but rather among homeowners in a subdivision governed by the restrictive covenants, rules of strict construction against the grantor or in favor of the free use of land are inapplicable. The court's goal is to ascertain and give effect to those purposes intended by the covenants. Ambiguity as to the intent of those establishing the covenants may be resolved by considering evidence of the surrounding circumstances. Mountain Park Homeowners Ass'n, Inc., 125 Wash.2d at 344, 883 P.2d 1383; Burton, 65 Wash.2d at 622, 399 P.2d 68. The court will place "special emphasis on arriving at an interpretation that protects the homeowners' collective interests." *677 Lakes at Mercer Island Homeowners Assoc., 61 Wash.App. at 181, 810 P.2d 27.

Specific v. General Restrictive Covenants

The trial court and the Court of Appeals held that in light of the specific covenants respecting square footage, setback and height, the association lacked authority to impose more burdensome requirements under paragraph 6. Neither court held that paragraph 6 is invalid.

Covenants providing for consent before construction or remodeling have been widely upheld, even where they vest broad discretion in a homeowners association or a committee or board through which it acts, so long as the authority to consent is exercised reasonably and in good faith. E.g., Hannula v. Hacienda Homes, Inc., 34 Cal.2d 442, 211 P.2d 302, 19 A.L.R.2d 1268 (1949); Rhue v. Cheyenne Homes, Inc., 168 Colo. 6, 449 P.2d 361 (1969); Alliegro v. Home Owners of Edgewood Hills, Inc., 35 Del.Ch. 543, 122 A.2d 910 (1956); Winslette v. Keeler, 220 Ga. 100, 137 S.E.2d 288 (1964); McNamee v. Bishop Trust Co., Ltd., 62 Haw. 397, 616 P.2d 205 (1980); Oakbrook Civic Ass'n, Inc. v. Sonnier, 481 So.2d 1008 (La.1986); Donoghue v. Prynnwood Corp., 356 Mass. 703, 255 N.E.2d 326, 40 A.L.R.3d 858 (1970); Kirkley v. Seipelt, 212 Md. 127, 128 A.2d 430 (1957); LeBlanc v. Webster, 483 S.W.2d 647 (Mo.Ct. App.1972); Raintree Homeowners Ass'n, Inc. v. Bleimann, 342 N.C. 159, 463 S.E.2d 72 (1995); Syrian Antiochian Orthodox Archdiocese v. Palisades Assocs., 110 N.J.Super. 34, 264 A.2d 257 (1970); Palmetto Dunes Resort v. Brown, 287 S.C. 1, 336 S.E.2d 15 (1985); see generally John D. Perovich, Annot., Validity and Construction of Restrictive Covenant Requiring Consent to Construction on Lot, 40 A.L.R.3d 864 (1971 & Supp.). The Court of Appeals has similarly reasoned that consent to construction covenants must be reasonable and reasonably exercised to be valid. Thayer v. Thompson, 36 Wash.App. 794, 797, 677 P.2d 787, review denied, 101 Wash.2d 1016 (1984); cf. Shafer v. Board of Trustees of Sandy Hook Yacht Club Estates, Inc., 76 Wash.App. 267, 883 P.2d 1387 (1994), review denied, 127 Wash.2d 1003, 898 P.2d 308 (1995).

Approval standards like "`conformity and harmony of external design and general quality with the existing standards of the neighborhood[,]'" and "`location of the building with respect to topography and finished ground elevations'" have been upheld where covenants with such standards clearly established that discretion to approve had been granted. Winslette, 137 S.E.2d at 289-90. However, such a standard will not be enforced where it has been applied so inconsistently as to result in a wide variety of buildings. See, e.g., Town & Country Estates, Ass'n v. Slater, 227 Mont. 489, 740 P.2d 668, 669 (1987) ("harmony of external design" too vague to be enforceable where development was a cacophony of styles).

Courts have also held enforceable sets of restrictive covenants which have both objective specific covenants and a general consent to construction covenant. E.g., Clark v. Rancho Santa Fe Ass'n, 216 Cal. App.3d 606, 265 Cal.Rptr. 41 (1989); Alpenwald Improvement Corp. v. Kelly, 153 Vt. 405, 571 A.2d 624 (1989). Specific, objective restrictive covenants involve primarily a nondiscretionary, ministerial procedure. Alliegro, 122 A.2d at 912.

We agree with the majority of courts that covenants providing for consent before construction or remodeling will be upheld so long as the authority to consent is exercised reasonably and in good faith. However, several courts have held that a consent to construction covenant cannot operate to place restrictions on a lot which are more burdensome than those imposed by the specific covenants. Bass v. Helseth, 116 Cal. App.2d 75, 253 P.2d 525, 36 A.L.R.2d 853 (1953) (specific setback requirements); Seabreak Homeowners Ass'n, Inc. v. Gresser, 517 A.2d 263 (Ct. Ch.1986) (same), aff'd, 538 A.2d 1113 (1988); Davis v. Huey, 620 S.W.2d 561 (Tex.1981). We agree. If covenants include specific restrictions as to some aspect of design or construction, the document manifests the parties' intent that the specific restriction apply rather an inconsistent standard *678 under a general consent to construction covenant.

In this case, the specific size, setback, and height requirements are in terms of minimums and maximums. The consent to construction covenant provides that the Board is to consider "harmony with other dwellings ... the effect on outlook of adjoining or neighboring property and any and all other factors which in their opinion shall affect the desirability or suitability of such proposed structure, improvement or alterations." Ex. 2, para. 6. The specific restrictions do not foreclose consideration of size and bulk under the more general provision. For example, if all the homes in the neighborhood have 2,000 to 3,000 square feet, a proposed home of 7,000 square feet, while consistent with the minimum 1,400 square feet required by the covenants, would be inharmonious with the development. Minimum requirements, if satisfied, do not mean that anything else goes so far as size and bulk are concerned. We construe these covenants to mean that the minimums must be satisfied, i.e., the Board has no discretion to permit anything smaller than a 1,400 square foot house or one having a height over 20 feet above the highest finished grade on the lot, but the Board does have discretion, for example, as to maximum size. This interpretation accords with the plain and ordinary language used, and rests on the premise that the specific covenants are not inconsistent with exercise of discretion as to size and height so long as the specific minimums and maximums are satisfied.

Moreover, we disagree with the trial court's conclusion that approval of "design" refers only to matters other than placement on the lot, size, and height in this set of covenants. "Design" commonly involves the whole of a structure, including size, configuration and height. See, e.g., Random House Unabridged Dictionary 539 (2d ed. 1993) ("design" includes a "plan, as of the form and structure of ... an edifice ... to be ... constructed" as well as "the combination of details or features of a ... building").^[3]

Accordingly, the homeowners association had discretion to consider size, height, and proximity to neighbors in deciding whether to approve Plaintiffs' proposed residence.

Whether Exercise of Discretion Reasonable

The homeowners argue they acted in good faith and therefore cannot be held to have violated the covenants. The trial court did not enter findings or conclusions on the good or bad faith of the homeowners. Regardless of the good or bad faith of the homeowners, however, a decision under a consent to construction covenant must be reasonable.

In examining whether rejection of a proposal is reasonable, courts have identified a number of factors which demonstrate unreasonable decisionmaking. Among other things, courts have found decisions unreasonable where there was no evidence in the record as to external design of any other structures in the subdivision aside from the applicant's residence and the record showed merely conclusory statements of the chairman of an architectural control committee that the proposed residence was not harmonious with surrounding structures. Oakbrook Civic Ass'n, 481 So.2d 1008. Also unreasonable was the failure to take neighbors' views into consideration as required, evidenced in part by an architectural control committee's failure to even view the site when deliberating on approval of an applicant's proposed addition. Leonard v. Stoebling, 102 Nev. 543, 728 P.2d 1358 (1986). Further, unreasonable rejection of a building plan was found where there were two modern houses in a predominantly traditional subdivision, the applicant's nontraditionally styled home was not detrimental to the neighborhood, and the grantor would have approved the plans but for objections of neighbors whose houses were not depreciated *679 in value by the building of the house. Donoghue, 255 N.E.2d at 329.

In this case, the Board's decision reflected in the letter to Plaintiffs was in conclusory language about height, bulk, and proximity. An architect was consulted only after the decision was made. Three of the specific guidelines from the Board reflect unreasonable decisionmaking (reduction in roofline to preserve views where views were not appreciably affected by the proposed structure, reduction in size to less than the existing structure, and reduction in width to reflect the shapes of other homes where the proposed structure was fine but narrower than the existing structure).

Although view was allegedly a major concern, there is no evidence that the Board reasonably assessed the impact of Plaintiffs' proposed structure. Instead, the homeowners were presented with a misleading photo montage about the impact of Plaintiffs' plans. There is no evidence the Board visited the site, much less with a eye to neighbors' views or privacy. There is no evidence in the record that the Board made any objective comparisons with existing homes to compare size and height, though those were major reasons for rejecting the proposed plans. The trial court's finding that the Board president's photo montage was inaccurate and misleading is supported by the evidence. Its finding that another board member wrote a letter to homeowners inaccurately stating the height and size of the proposed structure is also supported by the evidence. While the height stated in this letter, a ridge height of 25 feet, was taken from structural plans, that height had nothing to do with the covenant restriction based upon measurement from the highest finished grade of the lot. These lobbying efforts by board members demonstrate less than a fair assessment of Plaintiffs' proposed structure.

Objections of neighbors should not be discouraged—that is often how restrictive covenants are enforced—but two of the board members inaccurately representing the impact of the structure is not part of a reasonable decisionmaking process.^[4] The trial court correctly concluded that the homeowners unreasonably and arbitrarily rejected Plaintiff's proposed building plans.

Evidence Considered by Trial Court

The homeowners maintain that the trial court erroneously considered evidence which was not before the homeowners when they made their decision.

The homeowners argue that the court should not substitute its judgment for that of the Board. We agree, particularly where a consent to construction covenant permits a decision based upon standards such as aesthetics and harmony with the neighborhood, as paragraph 6 does. Although such standards permit reasonable differences about whether a house is aesthetically appropriate, such covenants may be unambiguous in leaving the determination to the homeowners association, which under the majority rule is constrained only to exercise its judgment reasonably and in good faith. See Palmetto Dunes,