Post & Beam Equities Group, LLC v. Sunne Village Development Property Owners Ass'n

¶ 1.

This case involves a dispute between a residential subdivision property owners’ association and the owner of commercial property both in and adjacent to the subdivision concerning access to property over a subdivision roadway. It also involves the conduct of the property owners’ association. Defendant, Sunne Village Development Property Owners Association *318(“the POA”), appeals the trial court’s judgment that it created a nuisance affecting the commercial landowner; the court’s calculation of compensatory damages arising from the nuisance; and the court’s award of punitive damages and attorney’s fees. Plaintiffs, Post and Beam Equities Group, LLC, and Post and Beam of Mt. Snow, LLC (collectively “P&B”),1 cross-appeal, challenging the trial court’s conclusion that its deeded easement over the subdivision’s road does not extend to its patrons’ use for access to its restaurants. We affirm with respect to the judgment for nuisance and the award of punitive damages and attorney’s fees, but reverse the award of compensatory damages to P&B. In connection with the cross-appeal, we affirm the court’s judgment relating to interpretation of the deeded easement.

¶ 2. P&B owns two adjacent parcels of property in the Town of West Dover. P&B operates two restaurants, The Last Chair and Fiddleheads, on Parcel 1. Parcel 1 also includes some space for parking. Parcel 2 consists of three lots used for parking for the restaurants on Parcel 1. P&B acquired both parcels by warranty deed in 2010.

¶ 3. The restaurant buildings are located on Parcel 1, which is bounded by Route 100 on one side and Sunne Village Lane on an adjacent side. At the time that P&B purchased Parcel 1, cars could enter the parking lot for the restaurants in two ways: from Route 100 or from Sunne Village Lane. Route 100 is a narrow, busy road, with heavy traffic during ski season, and prior to the events described below, Sunne Village Lane provided the primary access to the parking lot.

¶4. Parcel 2, the parking-lot property, is bounded by Sunne Village Lane on one side, and No Name Road on an adjacent side. Parcel 2 is part of the Sunne Village Development subdivision. The three lots that make up Parcel 2 are subject to the subdivision’s 1981 declaration of covenants, which provide, among other things, for a perpetual right of way and easement for lot owners over Sunne Village Lane. By virtue of its ownership of those lots, P&B is a member of the POA. Parcel 1 is not part of the subdivision.

*319¶ 5. The following schematic depicts the general relationship of the roads and parcels in question.2

[[Image here]]

¶ 6. The events that gave rise to this lawsuit, as found by the trial court, are as follows.3 In 2010, when the POA believed that P&B had plans to close the entry onto P&B’s property from Route 100 and to use the Sunne Village Lane entrance exclusively, the parties negotiated informally. In the summer of 2011, P&B and the POA reached a verbal agreement that allowed P&B to' close the Route 100 entrance.

¶ 7. The terms of the written agreement that the POA presented to P&B, however, contained terms to which P&B had never agreed. Among other things, the proposed written agreement required P&B to give up its easement over Sunne Village Lane and replace it with a revocable license. P&B refused to assent to these new terms, and reopened the Route 100 access while negotiations resumed.

¶ 8. In negotiations, the POA took the position that the deeded right of access for Parcel 2 was limited to residential purposes, and that P&B had no right to commercial access from Sunne Village Lane to the restaurant parking lots. Throughout this period, the POA permitted a different restaurant, Dover Joe’s, *320located directly across Sunne Village Lane from the P&B restaurants, to use an access path off Sunne Village Lane for access to its property. In the fall of 2011, after the negotiations failed, the POA placed — without notice or warning to P&B — large boulders across the - Sunne Village Lane entrance to P&B’s restaurants. P&B removed the boulders after consulting with the police department.

¶ 9. Almost one year later, in the late summer of 2012, the POA installed a guardrail in the same location, again without notice to P&B. The guardrail prevented access to P&B’s property from Sunne Village Lane. The POA also put up numerous “Private Lane — Residents Only” signs on the entrance to Sunne Village Lane from Route 100. The barricades erected by the POA had a significant adverse impact on P&B’s business.

¶ 10. P&B filed suit against the POA on September 28, 2012. In its complaint and subsequent first and second amended complaints (the latter filed May 28, 2013), P&B sought: a declaratory judgment that it has an express easement (in the deed) over Sunne Village Lane to access the restaurant property; a declaratory judgment that it has a prescriptive easement over the existing Sunne Village Lane entrance to the restaurant property; compensatory and punitive damages against the POA for nuisance in connection with the POA’s obstruction of that entrance; an order enjoining the POA from interfering with P&B’s use of the roads; an order finding that the POA had violated the declaration of covenants; a judgment that the POA had violated the Vermont Common Interest Ownership Act (VCIOA), 27A V.S.A. §§ 1-101 to 4-120; and a judgment that the POA officers and directors breached their duties of good faith, loyalty, and ordinary prudence to the POA’s members, 11B V.S.A. § 8.42(a), 27A V.S.A. § 3-103. P&B also sought attorney’s fees and costs.

¶ 11. Following a trial, the court ruled that the declaration of covenants granted P&B an express easement over Sunne Village Lane for the benefit of Parcel 2 (the parking-lot parcel), but not for the benefit of Parcel 1 (the restaurant parcel). The court concluded that the deeded easement for the benefit of Parcel 2 did not extend to this contemplated commercial use because such use would materially increase the burden on the servient estate. The court concluded, however, that P&B had acquired a prescriptive easement over Sunne Village Lane, including access to Parcel 1 through the area blocked by the guardrail installed by the POA. *321The court based its conclusion on evidence showing that the public had used the Sunne Village Lane entrance to access the restaurant property as far back as 1975. The court rejected the POA’s contention that this longstanding use was permissive, contingent on a broader agreement between the POA and the restaurant owner.

¶ 12. The court ruled in P&B’s favor on its claims that the POA created a nuisance claim; that the POA had violated the declaration of covenants and various provisions of the VCIOA; and that the POA board members and officers had violated their statutory duties of care and loyalty to unit owners. The court ordered the POA to remove the no-trespassing signs and the guardrail blocking access from Sunne Village Lane to P&B’s parking lot and to comply with the VCIOA and Sunne Village’s declaration of covenants and bylaws. The court awarded P&B compensatory damages of $101,500. Finding that the POA’s conduct was intentional, malicious, and “truly reprehensible,” the court concluded that P&B was entitled to punitive damages of $5000. Finally, the court concluded that under the fee-shifting provision of the VCIOA, P&B was entitled to an award of $100,484.34 in reasonable attorney’s fees and $2,947.35 in costs. Thus, the total judgment amount awarded to P&B was $209,931.69. The court denied the POA’s motion to alter or amend judgment under Vermont Rule of Civil Procedure 59(e).

¶ 13. On appeal, the POA does not challenge the trial court’s finding that P&B has a prescriptive easement over Sunne Village Lane and the entrance to Parcel 1. It argues that (1) the evidence was insufficient to support an award of compensatory damages to P&B, and that even if compensatory damages could be awarded, the court’s calculation was erroneous; (2) the evidence does not support the court’s finding of nuisance because there was no evidence of actual harm to P&B’s business; (3) the award of certain attorney’s fees and costs was improper; and (4) the award of punitive damages was improper. P&B cross-appeals, arguing that the court erred in finding that its express easement over Sunne Village Lane created in the declaration of covenants did not extend to commercial use.4

*322I. Compensatory Damages

¶ 14. P&B argued, and the trial court found, that as a result of the POA’s placement of the signs and guardrail, P&B suffered losses to its business. To quantify its losses, P&B presented evidence of its general diminution in revenues after the POA installed the signs and guardrail. In 2012, P&B’s revenue was $1.3 million; in 2011, it was $1.6 million. P&B also presented more specific evidence of the drop in “covers” (the number of meals served) in September, October, and November 2012 as compared to the same months in 2011, as well as the average revenue per cover. The trial court found that the restaurants had 2500 fewer covers in September, October, and November 2012 than during the same period the year before. With average revenues per cover of $29, the court calculated a loss of $72,500 associated with that three-month period. Due to a number of variables — including relatively good snow conditions in the 2012-13 ski season compared to the prior year, and a change in menu and increased prices — the trial court was unable to make specific findings as to the amount of loss, if any, suffered by P&B after December 2012.5

*323¶ 15. The POA raises a host of challenges to the trial court’s compensatory-damages calculation. It argues that there was no basis for a finding of economic injury because the restaurants had never been profitable and that the compensatory damages were calculated solely with reference to a reduction in P&B’s revenue without accounting for the associated reduction in costs. The POA also argues that if the trial court had compared the restaurants’ revenues to the preceding year for the entire seven-month period that the guardrail was in place, it would have found an increase. Finally, the POA asserts that the trial court erred in several ways in calculating damages using the method it adopted.

¶ 16. Generally, the calculation of damages is a question of fact. Birkenhead v. Coombs, 143 Vt. 167, 172-73, 465 A.2d 244, 246 (1983). As long as “sufficient evidence is introduced to permit with reasonable certainty an estimation of damages, the task of determining damages will be entrusted to the sound discretion of the fact finder. Furthermore, where an action does not permit exact computation, an award of damages must stand unless grossly excessive.” Id. at 173, 465 A.2d at 247 (citations omitted).

¶ 17. The plaintiff bears the burden of establishing the extent of damages by a preponderance of the evidence. Damages need not be exact or precise, but do need to be supported by evidence. Capital Garage Co. v. Powell, 98 Vt. 303, 309, 127 A. 375, 378 (1925) (stating that damages claimed “must not be uncertain, speculative, or remote,” but they also “need not be susceptible of calculation with mathematical exactness . . . provided there is a sufficient foundation for a rational conclusion” (quotation omitted)). “Difficulty in computing damages does not necessarily preclude the [factfinder] from awarding damages if there is sufficient evidence from which it could have made a reasonable determination of damages.” Foti Fuels, Inc. v. Kurrle Corp., 2013 VT 111, ¶ 34, 195 Vt. 524, 90 A.3d 885 (quotation omitted).

*324¶ 18. We reject the POA’s suggestion that because P&B had not been profitable, it could not recover compensatory damages for the reduced business that the trial court found resulted from the POA’s obstruction of the Sunne 'Village Lane entrance. The purpose of compensatory damages in this case is to put P&B in the position it would have occupied if the POA had not blocked the entrance. See Restatement (Second) of Torts § 903 cmt. a (1979) (“[Compensatory damages are designed to place [a person] in a position substantially equivalent in a pecuniary way to that which [the person] would have occupied had no tort been committed.”). A restaurant that has been operating for some time but has not yet become profitable can still be measurably damaged, and is still entitled to compensatory damages, if it can show that a nuisance caused profits to decrease or losses to increase. This is not a case in which the claimed damages were based solely on the expected profits of a not-yet-operating business with no track record against which to measure those expectations. Cf. My Sister’s Place v. City of Burlington, 139 Vt. 602, 613, 433 A.2d 275, 282 (1981) (“[E]xpected profits from a new business are too speculative and uncertain to be considered in a damage award”). Instead, the trial court here compared P&B’s patronage after the POA placed the guardrail across the entrance with P&B’s patronage during a comparable period the prior year.

¶ 19. Nevertheless, we agree with the POA that the evidence of lost revenues relied upon by the trial court cannot support its finding concerning lost profits. The court could reasonably infer in this case that lost customers, and the associated loss in revenues, were indicative of lost profit. But without evidence of the impact of the reduction in patronage on P&B’s costs, the court could not reliably quantify the lost profits.

¶20. We recently considered this issue in the context of a breach-of-contract case. In Foti Fuels, the party claiming consequential damages as a result of - a breach of a no-competition agreement alleged a loss of about $140,000 a year in revenue from sales of diesel and home heating oil. We held that “[e]ven assuming that defendant could establish that the lost revenues were caused by a breach, . . . the jury had ‘nothing at all to go on’ in determining any corresponding loss of profits .... Absent any understanding of profit margins, the jury would be unable to rationally translate these lost revenues into a reasonable estimate of lost profits.” 2013 VT 111, ¶ 36; see also McGee Constr. Co. v. *325Neshobe Dev., Inc., 156 Vt. 550, 557, 594 A.2d 415, 419 (1991) (“As applied to this case, the damages would be calculated by subtracting from the contract price, [the contractor’s] cost of completion and other costs avoided.” (citations omitted)); VanVelsor v. Dzewaltowski, 136 Vt. 103, 105, 385 A.2d 1102, 1104 (1978) (“Where the owner breaches the contract . . . , the contractor is entitled to recover the contract price less [the] cost to perform the remainder of the contract.”).

¶21. The underlying principle in these contract cases applies with equal force to a determination of lost profits in a nuisance case. If a restaurant’s fixed costs (such as rent and utilities) are quite high, and the costs that rise and fall in relation to the restaurant’s actual patronage (such as the cost of the food served) are quite low, its lost revenues as a result of decreased patronage may closely correspond to its lost profits. If, on the other hand, a drop in a restaurant’s patronage is matched by a substantial drop in the costs expended for food and staff, its lost revenues may greatly exceed its actual lost profits. The record in this case is devoid of evidence on this point. P&B’s evidence focused exclusively on revenues ■ — ■ both gross revenues and revenues per cover. We simply do not know what costs, if any, P&B was able to avoid as a result of the drop in covers. On this record, any leap from lost revenues to lost profits is necessarily speculative.

¶ 22. P&B’s evidence need not have established its fixed and avoidable costs with “mathematical exactness,” Capital Garage, 98 Vt. at 309, 127 A. at 378 (quotation omitted), but P&B was required to present sufficient evidence to support a reasonable determination of its lost profits. See Foti Fuels, 2013 VT 111, ¶ 34. In this case, P&B did not present even generalized evidence that its costs remained stable during the period in question. Cf. S. States Coop. v. Melick Aquafeeds, Inc., 476 F. App’x 185, 189-90 (11th Cir. 2012) (affirming jury award of lost profits based on lost revenues where plaintiff had presented testimony that plaintiffs “expenses remained stable during the time period at issue in [the] case”). Although the trial court’s findings would support an award of nominal damages, we cannot affirm the court’s award of compensatory damages in this case because of this hole in the evidentiary record.6

*326II. Nuisance

¶ 23. In addition to its argument that the trial court’s award of compensatory damages is unsupported, the POA argues that the guardrail was not a nuisance because there is no evidence that it actually harmed P&B.

¶ 24. “A private nuisance is a nontrespassory invasion of another’s interest in the private use and enjoyment of land.” Restatement (Second) of Torts § 821D. To prove a nuisance, plaintiffs must demonstrate an “interference with the use and enjoyment of another’s property” that is “both unreasonable and substantial.” Coty, 149 Vt. at 457, 546 A.2d at 201; see also John Larkin, Inc. v. Marceau, 2008 VT 61, ¶ 10, 184 Vt. 207, 959 A.2d 551 (injury must be “actual and substantial”). “The standard for determining whether a particular type of interference is substantial is that of ‘definite offensiveness, inconvenience or annoyance to the normal person in the community.’ ” Coty, 149 Vt. at 457, 546 A.2d at 201 (quoting W. Prosser, Law of Torts § 87, at 578 (4th ed. 1971)). We will uphold the factfinder’s determination that an interference is a nuisance if that determination is “adequately supported by credible evidence.” Id.

¶ 25. Here, the trial court found that the blockade caused difficulties for vehicles (especially those towing trailers with snowmobiles), leading to complaints by patrons and lost business and revenue. There was ample evidence to support the court’s findings. The court heard testimony from one witness who said that every time he was there on a weekend he saw “confused cars who are used to pulling into Sunne Village [Lane] and having that access” encountering the barrier and attempting to “figure out another way in,” or simply turning around and leaving. Four times over that winter, that witness observed trailers that encountered difficulties on the narrow road, including at least some driven by patrons or former patrons of the restaurants. The trial court *327considered testimony that the entrance to the parking lot from Route 100 was dangerous, particularly for drivers towing trailers and snowmobiles, and that patrons had complained to the restaurant partners. Moreover, the erection of the guardrails occurred without warning and just prior to the ski season, which was the busiest time of year for the restaurants. Given these facts, we find no difficulty in upholding the trial court’s determination that the level of the POA’s interference with P&B’s use and enjoyment of its land was sufficiently unreasonable and substantial to be a nuisance. See Restatement (Second) of Torts § 826(a) (“An intentional invasion of another’s interest in the use and enjoyment of land is unreasonable if . . . the gravity of the harm outweighs the utility of the actor’s conduct . . . .”).

III. Punitive Damages

¶ 26. In considering the POA’s challenge to the trial court’s award of punitive damages, as well as its claims under the VCIOA, we review the evidence and the trial court’s findings concerning the POA’s course of conduct in more depth.

¶ 27. The trial court found that in the spring of 2012 — after the POA had placed boulders across the Sunne Wage Lane entrance to Parcel 1 and P&B had removed them, but before the POA constructed a guardrail across the entrance — at the direction of the POA board, POA vice president Doug Sages began to communicate with P&B. The board took the position that P&B had no right to use Sunne Village Lane to access Lots 2, 3, and 4 without the board’s approval, and that the installation of the boulders and guardrail and the erection of the signs was a permissible assertion of the POA’s rights. After P&B again declined to sign the agreement under which P&B would agree to pay money to the POA and waive valuable rights, Sages acknowledged that if he were in P&B’s position, he probably would not have agreed to the POA’s demands either, but noted, “I’m not the one who has had my road closed.” He implied that if P&B refused to accept the POA’s demands, the POA would force P&B to move items in the lot at least twenty yards from the roadway, causing the loss of several parking spaces.

¶ 28. After placing the guardrail without warning, Sages sent P&B an email on December 4, 2012, that the trial court characterized as strong-arming. In the email, Sages suggested that P&B should be concerned about when a hearing in court would be held *328and noted that extended litigation would cause a loss of money, time, and use of the entrance for the ski season. Sages then proposed a settlement that would require P&B to pay $5000 for removal of the guardrail and to relinquish its perpetual right of access for Sunne "Village Lane so that, as Sages wrote, P&B would “be able to enjoy the access before Xmas and for this winter season.”

¶ 29. The trial court found that throughout the negotiations between P&B and the POA, the POA board frequently disregarded its governing covenants and required procedures. The Sunne Village declaration of covenants provide that the POA was established “for the maintenance and repair of [Sunne Village] Road and sewer system.” This is the only purpose of the POA as declared in the covenants. The declaration provides that the fees may be assessed to POA members for the cost of

operation, maintenance, improvement, replacement and repair of [Sunne Village] Road and appurtenant improvements to provide all-year, all-weather, access to the lots within the subdivision served by the road . . . together with such other reasonable expenditures for operation, maintenance, replacement or repair of [Sunne Village Lane] and [subdivision] sewer system and improvements the [POA] may from time to time deem necessary.

Among other provisions, the covenants provide that each lot owner has one vote for each lot owned; that all matters to be determined by the POA shall be taken by “a vote of the majority of the record owners at the time the vote is taken”; that the POA members shall appoint a POA director responsible for contracting for “services ... to maintain and repair” the road7; and that a treasurer shall be appointed to maintain the POA’s books and records and provide bills and statements of account to lot owners.

¶ 30. The erection of the signs, guardrail, and barrier was directed by the POA board without the approval or notification of the POA membership, and no meeting minutes discussing the action were presented. The trial court found that “[t]he decision was made via email or phone calls.” In 2011, the POA spent approximately $4000 for a survey of the area and for the purchase *329and installation of boulders and a guardrail, as well as $2982 to attorneys who advised the POA on the use of boulders, but the 2012 financial information provided to the POA membership did not reflect this data. POA board vice president Sages testified that this information was missing because the checks had not yet cleared. Other evidence contradicted this assertion, and the trial court found that Sages’ testimony on this point was not credible.

¶ 31. P&B, as a POA member by virtue of its ownership of the lots comprising Parcel 2, had a right to receive information about planned POA action, but did not receive such information. For example, P&B did not receive the minutes of POA meetings in 2011 and 2012 and, until the trial began, did not receive any meeting agendas mentioning the ongoing dispute between P&B and the POA. Nor was P&B consistently given notice of meetings. On January 8, 2013, P&B received an email notice of a February 16, 2013 POA meeting. The email stated that formal notice and a proxy ballot would follow by regular mail, but P&B never received these documents.

¶ 32. After the guardrail was installed, and after the first day of trial in the case, the POA board sent a notice of a special emergency meeting to its members, to be held on June 2, 2013. The notice did not specifically state that litigation was ongoing or that a court trial had begun, but mentioned the guardrail and asked the POA membership to retroactively ratify “the actions of Doug Sages and other members of the [board] to settle the litigation and to enter into an agreement with P&B.”8 The board sought ratification of its decisions to block access to Sunne "Village *330Lane with boulders and later a guardrail; hire surveyors and legal counsel; allow Sages to represent the board in court; allow the board to negotiate and pursue settlement with P&B; and reject P&B’s proposed parking-lot plans.

¶ 33. Sunne Village residents were not clearly informed that the POA was engaged in litigation with P&B until July 2013, well after the trial began in April 2013.9 This late disclosure occurred only after members of the POA began to question the board’s conduct. For example, one POA member sent an email in September 2012 asking how much the guardrail cost to install. The board members then corresponded among themselves via email about whether to provide the information or “put it off’ until the annual meeting. When the board finally provided the information, the POA member followed up, asking whether the number provided included legal fees. The board responded that there were no legal fees paid specifically for guardrail-related matters, because fees for discussion of the guardrail came out of the POA counsel’s retainer and were not separately billed. The POA board president admitted that this was “splitting hairs.” The board also told the member that P&B “wouldn’t agree to anything” and made “no attempt ... to agree to anything.” The trial court found that this was “inaccurate and misleading,” since P&B had in fact negotiated with the POA board in good faith, and had reached a verbal agreement with the POA, with the agreement collapsing because of the POA’s decision to present a written agreement to P&B that did not accurately reflect the parties’ verbal agreement.

¶ 34. In May 2013, another POA member, who owns a lot along No Name Road directly behind Parcel 2, began to send emails to the POA board complaining about the decision to block P&B’s access to Sunne Village Lane. The obstruction had caused cars to travel along No Name Road to reach the back of the P&B property. This member requested “all official discussion about the *331actions being taken upon” P&B to be sent to him for his review, questioned whether the POA board was properly exercising its fiduciary duties, and suggested he might take legal action. The board responded that the actions taken against P&B were because P&B had threatened to block the Route 100 access to their property. The trial court found that this statement to be “intentionally misleading and inaccurate.”

¶ 35. In the same month, two other members asked the POA board whether members were being asked to ratify legal fees that had not been assessed; they expressed concern about whether the POA would be liable for legal fees in excess “of the settlement.” Knowing there was no settlement and that court hearings had actually begun, Sages responded that P&B intended to close off the Route 100 access. The trial court found this statement to be inaccurate, especially given that P&B principals had already testified at trial that they had no intention to close the Route 100 access.

¶ 36. The trial court found that the first time the amount of legal fees was disclosed to members was in an August 2013 email, close to the end of trial, in which POA members were told that the cost would be over $26,000. This was much greater than the estimate of $3,000 given to POA members at the 2012 annual meeting, although court proceedings had already begun by that time. The court found that the POA membership had not authorized the board to incur these fees on its behalf, and that the costs had already been paid by the time the POA heard how much the litigation had cost.

¶ 37. On the basis of these and other findings, the trial court concluded that the POA board engaged in intentional, unreasonable, bad-faith, and malicious behavior, supporting an award of punitive damages in the amount of $5000. The court specifically noted that the POA board intentionally misled the POA members; intentionally failed to provide accurate information to the members about this litigation; presented an agenda and minutes to POA members designed to mislead; blocked P&B’s rightful access to its parking lot without notice and just prior to the ski season, when the restaurant was most busy; allowed a nonmember restaurant owner to continue to use Sunne Village Lane in the same manner as P&B; and insinuated that it would drive up litigation costs if P&B did not agree to meet various demands. The court found that these acts were driven by bad spirit and *332wrong intention, reflected bad faith toward the members of the POA, and constituted “truly reprehensible conduct.”

¶ 38. The POA appeals the award of punitive damages, arguing that the findings of malice are not supported by the evidence; that there was no “evidence of personal animus” in particular; and that many of the board’s actions were mere “administrative and budgetary lapses.”

¶ 39. “In evaluating a punitive damages award, we defer to the trial court. Punitive damages by their nature cannot be precisely measured, and their assessmént is largely within the fact-finder’s discretion.” Pion v. Bean, 2003 VT 79, ¶ 44, 176 Vt. 1, 833 A.2d 1248 (citation omitted). Accordingly, we will not overturn a punitive damages award unless the award “is manifestly and grossly excessive,” id. (quotation omitted), or “the evidence of [defendants’] wrongful actions [is] insufficient to support an award of punitive damages,” Monahan v. GMAC Mortg. Corp., 2005 VT 110, ¶ 71, 179 Vt. 167, 893 A.2d 298.

¶ 40. “The purpose of .punitive damages is to punish . . . truly reprehensible conduct” and “to deter a wrongdoer from repetitions of the same or similar actions.” Brueckner v. Norwich Unin, 169 Vt. 118, 129, 730 A.2d 1086, 1095 (1999) (alteration and quotations omitted). Punitive damages are permitted only when defendant’s acts are not merely “wrongful or unlawful,” but “intentional and deliberate” and conducted with “actual malice” — that is, “bad spirit and wrong intention,” having “the character of outrage frequently associated with crime.” Id. (quotations omitted). The requisite degree of actual malice “ ‘may be shown by conduct manifesting personal ill will or carried out under circumstances evidencing insult or oppression, or even by conduct showing a reckless or wanton disregard of one’s rights) ” Id. (emphasis added) (quoting Shortle v. Cent. Vt. Pub. Serv. Corp., 137 Vt. 32, 33, 399 A.2d 517, 518 (1979)). Accordingly, even if the POA lacked any “personal animus” toward P&B, this would not preclude an award of punitive damages, because conduct that is not based upon personal hatred or dislike may nevertheless be malicious — it may be insulting or oppressive, or carried out with “reckless or wanton disregard of [another’s] rights.” Id.

¶ 41. Here, we find that the evidence supports the court’s findings, and that those findings support the court’s *333determination that the POA’s conduct evinced malice.10 The conduct relied upon by the trial court encompassed multiple actions by the POA board over a series of months. The POA board deliberately and repeatedly deceived POA members concerning the existence and status of the litigation with P&B, and its own intentions, conduct and expenditures in connection with that litigation. As an owner of three lots in the subdivision, P&B was among the members to whom this bad-faith conduct was directed. Moreover, the court found that the POA attempted to improperly strong-arm P&B into relinquishing legal rights by insinuating that it would drive up litigation costs if P&B did not meet its demands. In the meantime, the POA continued to allow a non-POA restaurant owner to use Sunne Village Lane for access to its restaurant, free of charge. These findings were sufficient to support the conclusion that the POA’s actions in this ease evidenced insult or oppression or were carried out in reckless or wanton disregard of P&B’s rights. We thus affirm the punitive damages award.

IV. Attorney’s Fees

¶ 42. The procedural history of the case is important to understanding the attorney’s fee dispute. P&B filed its original complaint for declaratory judgment on September 27, 2012. In the original complaint, P&B asserted a right of access for its patrons over Sunne Village Lane pursuant to deed, a prescriptive easement, trespass, nuisance, and unjust enrichment. These claims are all common-law claims and were the only claims before the court on April 12, 2013, the first day of trial in this case. The parties did not finish presenting evidence on April 12, and the court scheduled additional hearing time in the summer. On May 8, 2013, before the trial’s continuation, P&B filed its first amended complaint, alleging for the first time that the POA had committed various violations of the VCIOA, including violations of statutory requirements relating to meetings, protection of unit owners, and recordkeeping; unlawful blockage of a common element of access (i.e., the roadway); violation of the declaration of covenants; and violations of the duties of care and loyalty imposed on POA officers. P&B filed its second (and final) amended complaint, *334adding additional VCIOA claims, on May 28, 2013.11 In this second amended complaint, P&B added claims that the POA and its board members and officers (1) failed to retain meeting minutes and records of all actions taken, provide records to all unit owners, and maintain accounting records, as required by 27A V.S.A. § 3-118; (2) failed to provide records of meetings to all members and comply with open-meetings law, as required by § 3-108(b); and (3) breached the duties of care and loyalty set forth in § 3-103.

¶ 43. The trial court, in its order, awarded P&B reasonable attorney’s fees “in connection with this litigation and the events which relate to and preceded it.” The court made this award under 27A V.S.A. §4-117(a), the fee-shifting provision of the VCIOA, which provides that “[a] declarant, association, unit owner, or any other person subject to this title may bring an action to enforce a right granted or obligation imposed by this title, the declaration, or the bylaws. The court may award reasonable attorney fees and costs.”

¶ 44. P&B subsequently filed affidavits for fees and costs for $104,551.69, covering services rendered from September 5, 2012 to January 6, 2014. The POA challenged the claimed attorney’s fees, arguing that any legal fees incurred before April 15, 2013, when P&B’s counsel’s records first reflect consideration of a VCIOA claim, could not be properly awarded under the VCIOA fee-shifting statute because those common-law claims were distinct from the VCIOA claims to which the fee-shifting statute applies.12

¶ 45. The trial court rejected the POA’s objections and awarded attorney’s fees for services performed in connection with the litigation, without regard to the timing of the services. The court explained that one of the violations of the VCIOA that supported its attorney’s fee award was the POA’s violation of the declaration *335of covenants by putting up the guardrail across P&B’s easement. Although the VCIOA claim was not raised until the amended complaint, the facts that supported the violation were part of the original complaint. The court concluded that most of the evidence presented in this case was relevant to all claims. Because the multiple theories of recovery ultimately advanced by P&B, including the VCIOA claim, involved a common core set of facts, the court declined to limit the attorney’s fee award to legal services performed after P&B expressly raised the VCIOA claim.

¶ 46. On appeal, the POA argues that P&B’s VCIOA claims do not revolve around a common core of facts with the common-law claims that were at the center of the litigation prior to P&B’s filing of its first amended complaint. The POA argues that fees associated with these common-law claims are thus not properly recoverable under the VCIOA. In particular, the POA argues that the central claims in the case prior to the first amended complaint did not involve a member of the POA seeking to vindicate its rights as such but, rather, involved declaratory and injunctive relief and damages for the benefit of the owner of Parcel 1 — a parcel that is not subject to the benefits and obligations of membership in the Sunne Village development. The POA also argues generally that the fees associated with the VCIOA claims are excessive.

¶ 47. Like other fee-shifting statutes, 27A V.S.A. § 4-117(a) is an exception to the usual “American rule” requiring parties to bear their own costs of litigation. L’Esperance v. Benware, 2003 VT 43, ¶ 21, 175 Vt. 292, 830 A.2d 675. The interpretation of the fee-shifting statute and the “decision of a trial court granting attorney’s fees as a matter of law” are “reviewed de novo on appeal.” Southwick v. City of Rutland, 2011 VT 105, ¶ 4, 190 Vt. 324, 30 A.3d 1298. The determination of the reasonableness of an award, however, is reviewed for abuse of discretion. L’Esperance, 2003 VT 43, ¶ 21 (“When determining an award of attorney’s fees, the trial court must make a determination based on the specific facts of each case and, accordingly, we grant the trial court wide discretion in making that determination.”).

¶ 48. Courts are frequently called upon to consider statutory attorney’s fee awards in cases involving multiple claims, some of which are subject to a fee-shifting statute, and some of which are not. As we have recognized, it is frequently impossible to *336parse out, claim-by-claim, legal services rendered in cases involving “a common core of facts.” Id. ¶ 24 (noting that it is “quite common” for lawsuit to not involve “a series of discrete claims”). Accordingly, the trial court has the discretion “to focus on the significance of the plaintiffs overall results in relation to” the work reasonably performed “in cases where the plaintiffs claims contained a common core of facts or were based on related legal theories.” Id. ¶ 25 (citing Hensley v. Eckerhart, 461 U.S. 424, 435 (1983)); Electric Man, Inc. v. Charos, 2006 VT 16, ¶ 10,