Lamden v. La Jolla Shores

In Lamden v. La Jolla Shores (1999) 21 Cal.4th 249, the high court held that: "Where a duly constituted community association board, upon reasonable investigation, in good faith and with regard for the best interests of the community association and its members, exercises discretion within the scope of its authority under relevant statutes, covenants and restrictions to select among means for discharging an obligation to maintain and repair a development's common areas, courts should defer to the board's authority and presumed expertise." Lamden v. La Jolla Shores Clubdominium Homeowners Assn., supra, 21 Cal.4th at pages 253, 265. The Lamden court further adopted a rule of judicial deference to community association board decision-making and concluded the rule applies "when owners in common interest developments seek to litigate ordinary maintenance decisions entrusted to the discretion of their associations' boards of directors." Lamden v. La Jolla Shores Clubdominium Homeowners Assn., supra, 21 Cal.4th at page 253. The business judgment rule allows deference to corporate decision-making. "Traditionally, our courts have applied the common law 'business judgment rule' to shield from scrutiny qualifying decisions made by a corporation's board of directors."'The business judgment rule has been justified primarily on two grounds. First, that directors should be given wide latitude in their handling of corporate affairs because the hindsight of the judicial process is an imperfect device for evaluating business decisions. Second, "the rule recognizes that shareholders to a very real degree voluntarily undertake the risk of bad business judgment; investors need not buy stock, for investment markets offer an array of opportunities less vulnerable to mistakes in judgment by corporate officers.'