Cao v. PFP Dorsey Investments: Arizona Supreme Court Limits on Condominium Termination Forced Sales

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cc-and-rs | A.R.S. § 33-1228 | 257 Ariz. 82 (2024)

This Arizona Supreme Court decision sets the constitutional and statutory ground rules for forcing the buyout of minority condominium owners after a supermajority votes to terminate. It upholds the termination statute against a takings challenge but requires that the entire condominium — not individual holdout units — be sold.

Last updated June 30, 2026. Case: Cao, Arizona Supreme Court No. CV-22-0228-PR, 257 Ariz. 82 (2024); Court of Appeals decision vacated, superior court affirmed in part and remanded. A later order (No. CV-25-0071-PR, Aug. 20, 2025) sent the unit’s valuation to binding arbitration.

Download the Arizona Supreme Court opinion (2024) Download the Supreme Court order on remand (Aug. 2025) Download the Court of Appeals opinion (now vacated) Download the record index Source-file index FAQ

Scope note: This page covers the Arizona Supreme Court’s resolution of a condominium-termination forced sale — the March 22, 2024 opinion (257 Ariz. 82), which vacated the Court of Appeals decision, and the follow-on August 20, 2025 per curiam order (No. CV-25-0071-PR) sending the unit’s valuation to binding arbitration. The Court of Appeals’ 2022 opinion has been vacated and is no longer controlling. This page is educational and is not legal advice.

The takeaway

The Arizona Supreme Court held that a forced sale following a supermajority condominium termination under A.R.S. § 33-1228 does not violate the eminent-domain (private-takings) provision of the Arizona Constitution as applied to owners who agreed to a recorded declaration incorporating the Condominium Act. However, the Court also held that, under these circumstances, § 33-1228 required the sale of the entire condominium upon termination, not the sale of only the minority owners’ individual unit. It vacated the Court of Appeals’ decision, affirmed the superior court except as to that issue, and remanded.

Case Participants

Petitioner Side

  • Jie Cao (Plaintiff)
    Minority condominium unit owner of Unit 106 at Dorsey Place Condominiums who challenged the condominium termination and forced sale.
  • Haining “Frazer” Xia (Plaintiff)
    Minority condominium unit owner of Unit 106, husband of Jie Cao, who challenged the termination and forced sale.
  • Stone Xia (Plaintiff)
    Son of Jie Cao and Haining Xia, residing in Fountain Hills, Arizona, named as a plaintiff in the complaints.
  • Dennis I. Wilenchik (Counsel)
    Wilenchik & Bartness, P.C.
    Trial counsel representing Plaintiffs Jie Cao, Haining Xia, and Stone Xia in Maricopa County Superior Court.
  • John “Jack” D. Wilenchik (Counsel)
    Wilenchik & Bartness, P.C.
    Trial counsel representing Plaintiffs Jie Cao, Haining Xia, and Stone Xia in Maricopa County Superior Court.
  • Ross P. Meyer (Counsel)
    Wilenchik & Bartness, P.C.
    Trial and appellate counsel representing Plaintiffs in both Superior Court and Court of Appeals proceedings.
  • Eric M. Fraser (Counsel)
    Osborn Maledon, P.A.
    Appellate counsel representing Plaintiffs/Appellants Jie Cao and Haining Xia before the Court of Appeals and Supreme Court.
  • John S. Bullock (Counsel)
    Osborn Maledon, P.A.
    Appellate counsel representing Plaintiffs/Appellants Jie Cao and Haining Xia before the Court of Appeals and Supreme Court.
  • Thomas L. Hudson (Counsel)
    Osborn Maledon, P.A.
    Appellate attorney with Osborn Maledon, P.A. who assisted on the appellate briefing and oral argument preparation.
  • James M. Manley (Counsel)
    Pacific Legal Foundation
    Amicus curiae counsel representing the Pacific Legal Foundation in support of Plaintiffs/Appellants.

Respondent Side

  • PFP Dorsey Investments, LLC (Defendant)
    Majority investor entity that acquired 90 of the 96 units at Dorsey Place Condominiums and voted to terminate the condominium.
  • Dorsey Place Condominium Association (Defendant)
    The homeowners association for the condominium complex that executed and recorded the termination agreement and warranty deed.
  • Lorne Polger (Board Member)
    Pathfinder Partners / Dorsey Place Condominium Association
    Principal of Pathfinder Partners and self-appointed Secretary of the Dorsey Place HOA; initially named as an individual defendant.
  • Matt Quinn (Association President)
    Pathfinder Partners / Dorsey Place Condominium Association
    Vice President of Pathfinder Partners and self-appointed President of the Dorsey Place HOA; initially named as an individual defendant.
  • Michael A. Schern (Counsel)
    Schern Richardson Finter, PLC
    Trial attorney who represented PFP Dorsey and the individual defendants; initially named as an individual defendant before being dismissed.
  • Shawna M. Woner (Counsel)
    Woner Hoffmaster Peshek & Gintert, PC
    Counsel representing Defendant/Appellee PFP Dorsey Investments, LLC.
  • Stephanie K. Gintert (Counsel)
    Woner Hoffmaster Peshek & Gintert, PC
    Counsel representing Defendant/Appellee PFP Dorsey Investments, LLC.
  • Edith I. Rudder (Counsel)
    Carpenter, Hazlewood, Delgado & Bolen, LLP
    Counsel representing Defendant/Appellee Dorsey Place Condominium Association.
  • Nicholas C.S. Nogami (Counsel)
    Carpenter, Hazlewood, Delgado & Bolen, LLP
    Counsel representing Defendant/Appellee Dorsey Place Condominium Association.
  • Aaron M. Finter (Counsel)
    Schern Richardson Finter, PLC
    Co-counsel representing defendants Lorne Polger, Matt Quinn, and Michael A. Schern in Superior Court.
  • Aaron R. Clouse (Counsel)
    Schern Richardson Finter, PLC
    Co-counsel representing defendants Lorne Polger, Matt Quinn, and Michael A. Schern in Superior Court.
  • Jennifer Barry (Board Member)
    Pathfinder Partners
    General Counsel for Pathfinder Partners who coordinated defense strategy, mediation, and client representation.

Neutral Parties

  • Hon. Theodore Campagnolo (Judge)
    Maricopa County Superior Court
    Trial court judge originally assigned to the civil action in Maricopa County Superior Court.
  • Hon. Gary L. Popham Jr. (Judge)
    Maricopa County Superior Court
    Trial commissioner/judge who heard and ruled on early default and consolidation motions.
  • Hon. Daniel G. Martin (Judge)
    Maricopa County Superior Court
    Commercial Court judge who dismissed the second amended complaint with prejudice and awarded taxable costs.
  • Hon. Paul J. McMurdie (Judge)
    Arizona Court of Appeals Division One
    Presiding Appellate Judge who delivered the court’s published opinion reversing and remanding the case.
  • Hon. Kent E. Cattani (Judge)
    Arizona Court of Appeals Division One
    Chief Appellate Judge who sat on the Division One panel and joined the opinion.
  • Hon. David B. Gass (Judge)
    Arizona Court of Appeals Division One
    Appellate Judge who sat on the Division One panel and joined the opinion.
  • Justice Clint Bolick (Judge)
    Arizona Supreme Court
    Arizona Supreme Court Justice who authored the unanimous March 22, 2024 opinion (257 Ariz. 82).
  • Amy M. Wood (Other)
    Arizona Court of Appeals Division One
    Clerk of the Court of Appeals Division One who issued appellate clerk notices, record transmittals, and schedules.
  • Jeff Fine (Other)
    Maricopa County Superior Court
    Clerk of the Maricopa County Superior Court who certified and transmitted the electronic record on appeal.
  • Chief Justice Robert M. Brutinel (Judge)
    Arizona Supreme Court
    Joined the unanimous 2024 opinion.
  • Vice Chief Justice Ann A. Scott Timmer (Judge)
    Arizona Supreme Court
    Joined the 2024 opinion; as Chief Justice, signed the August 20, 2025 per curiam Decision Order.
  • Justice John R. Lopez IV (Judge)
    Arizona Supreme Court
    Joined the unanimous 2024 opinion.
  • Justice James P. Beene (Judge)
    Arizona Supreme Court
    Joined the unanimous 2024 opinion.
  • Justice William G. Montgomery (Judge)
    Arizona Supreme Court
    Joined the unanimous 2024 opinion.
  • Justice Kathryn H. King (Judge)
    Arizona Supreme Court
    Joined the unanimous 2024 opinion.

What happened

In January 2018, Jie Cao and Haining Xia purchased Unit 106 of the Dorsey Place Condominiums in Tempe, Arizona, subject to the recorded Condominium Declaration. In November 2018, PFP Dorsey Investments, LLC acquired 90 of the 96 units in the complex, gaining approximately 94% of the voting power.

In March 2019, the Association notified members of a meeting to terminate the condominium, proposing to sell the entire complex to PFP Dorsey. At the April 4, 2019 meeting, the Association presented a modified termination agreement to sell only the minority-owned units to PFP Dorsey. Utilizing its 94% vote, PFP Dorsey ratified the agreement, and the Association recorded a deed transferring the Xias’ unit to PFP Dorsey.

The Xias sued PFP Dorsey and the Association, claiming the forced sale was an unconstitutional private taking and a breach of fiduciary duty. The Maricopa County Superior Court dismissed the complaint with prejudice, and the Court of Appeals reversed on the theory that an older version of the termination statute governed. The Arizona Supreme Court granted review.

On March 22, 2024, the Supreme Court vacated the Court of Appeals’ decision. It rejected the owners’ constitutional argument but held that A.R.S. § 33-1228 required selling the entire condominium, not just the Xias’ unit, and remanded. After the parties disputed the meaning of the mandate on remand, the Court issued a per curiam order on August 20, 2025 (No. CV-25-0071-PR) affirming the superior court, limiting the remaining issue to the unit’s fair market value as the owners’ total compensation, and sending that valuation to final and binding arbitration under § 33-1228.

Video overview: Condominium Termination Forced Sales

This video explains how the Arizona Supreme Court resolved a supermajority condominium termination: it upheld the forced-sale statute against an eminent-domain challenge but held the law required selling the entire condominium rather than just the minority owners’ unit, then sent the unit’s valuation to binding arbitration.

Procedural timeline

Step 2019-11-20 Plaintiffs Jie Cao, Haining Xia, and Stone Xia file their initial Civil Complaint in Maricopa County Superior Court.
Step 2019-12-18 Defendants file a Notice Requesting Assignment to Commercial Court and a Motion for More Definite Statement.
Step 2019-12-20 Defendants file their formal Answer to the initial Complaint.
Step 2020-01-03 Carpenter Hazlewood files a Motion to Withdraw as Counsel for Lorne Polger and Matt Quinn.
Step 2020-01-17 Minute Entry orders the case referred for reassignment to Commercial Court.
Step 2020-01-22 Plaintiffs file a Motion requesting a sheriff lock up of Unit 106 and an injunction on Defendants.
Step 2020-01-24 Case is officially reassigned to the Commercial Court under Hon. Daniel Martin.
Step 2020-02-25 Minute Entry from status conference orders Plaintiffs to file an amended complaint, denies Defendants’ MTD as moot, and Plaintiffs withdraw their injunction motion.
Step 2020-03-27 Plaintiffs file their First Amended Complaint.
Step 2020-07-06 Plaintiffs file their Second Amended Complaint.
Step 2020-07-24 Hon. Daniel Martin signs an order dismissing defendants Lorne Polger, Matt Quinn, and Michael A. Schern without prejudice.
Step 2020-08-13 PFP Dorsey and Dorsey Place Condominium Association file separate Motions to Dismiss the Second Amended Complaint.
Step 2020-09-16 Plaintiffs file their Response to the Motions to Dismiss.
Step 2020-10-05 Defendants file their Reply briefs in support of the Motions to Dismiss.
Step 2020-12-15 Virtual Oral Argument is held on the Motions to Dismiss before Hon. Daniel Martin.
Step 2020-12-18 Court files a Minute Entry Under Advisement Ruling dated Dec 15, 2020, granting both Motions to Dismiss with prejudice.
Step 2021-01-07 Defendants file separate Applications for Attorneys’ Fees and Costs.
Step 2021-03-15 Hon. Daniel Martin issues a Minute Entry Ruling denying the defendants’ fee applications but granting taxable costs.
Step 2021-03-18 Court enters signed judgments in favor of both defendants under Rule 54(b).
Step 2021-04-19 Plaintiffs file their first Notice of Appeal from the March 18 judgments.
Step 2021-04-27 Court enters revised final judgment under Rule 54(c).
Step 2021-05-12 Plaintiffs file a stipulated motion to dismiss the first appeal as moot and file a new Notice of Appeal from the April 27 judgment.
Step 2021-05-18 Arizona Court of Appeals Division One assigns case number 1 CA-CV 21-0275 and issues Appellate Clerk Notice.
Step 2021-06-25 Osborn Maledon, P.A. (Eric M. Fraser) files Notice of Substitution of Counsel and Unopposed Motion for Extension of Time to File Opening Brief.
Step 2021-07-07 Appellants file their Case Management Statement and Notice of Filing Transcript of the December 15, 2020 hearing.
Step 2021-08-18 Appellants file their Opening Brief and Appendix.
Step 2021-09-27 Appellees file their Answering Brief.
Step 2021-11-08 Appellants file their Reply Brief.
Step 2021-11-29 Pacific Legal Foundation files a Motion for Leave to File Amicus Curiae Brief.
Step 2021-12-20 Court of Appeals issues an order accepting the Amicus Curiae brief of Pacific Legal Foundation.
Step 2022-01-10 Appellees file their Response Brief to the Amicus Curiae brief of Pacific Legal Foundation.
Step 2022-02-22 Oral Argument is held before the Court of Appeals Division One.
Step 2022-03-17 Court of Appeals issues an Order for Additional Briefing on the applicability of the 1986 versus the 2018 statutory versions of A.R.S. § 33-1228.
Step 2022-03-23 Court of Appeals issues an Order Re: Supplemental Authority requesting briefing on the impact of the newly issued Supreme Court case Kalway v. Calabria Ranch.
Step 2022-04-15 Parties file simultaneous supplemental briefs.
Step 2022-05-02 Parties file simultaneous responses to the additional briefing.
Step 2022-07-07 Arizona Court of Appeals Division One issues its published Opinion reversing and remanding.
Step 2022-07-22 Appellees file a Motion for Reconsideration and object to Appellants’ application for attorneys’ fees.
Step 2022-09-14 Court of Appeals denies Appellees’ Motion for Reconsideration and awards Appellants $230,000 in attorneys’ fees and costs.
Step 2022-09-23 Appellees file a Petition for Review in the Arizona Supreme Court (No. CV-22-0228-PR).
Step 2023-08-22 Arizona Supreme Court grants the Petition and Cross-Petitions for Review in part, rephrasing four statutory and constitutional questions.
Step 2024-03-22 Arizona Supreme Court issues its Opinion (257 Ariz. 82), authored by Justice Bolick for a unanimous Court: vacates the Court of Appeals’ decision, affirms the superior court except as to Part II (the single-unit sale), and remands.
Step 2024-05-16 Arizona Supreme Court issues its Mandate and an order awarding the Xias $56,947.00 in fees and $316.32 in costs (denying appellate fees under ARCAP 21(d)).
Step 2024-08-08 On remand, the superior court denies PFP Dorsey’s motion to compel arbitration of the unit’s valuation (minute entry).
Step 2024-12-03 The superior court grants the Xias’ motion for leave to file a Third Amended Complaint realleging previously dismissed claims (minute entry).
Step 2025-02-25 The Court of Appeals declines special-action jurisdiction over PFP Dorsey’s petition challenging the remand rulings (No. 1 CA-SA 25-0015).
Step 2025-03-19 PFP Dorsey files a Petition for Review of the special-action decision, seeking clarification of the Supreme Court’s mandate (No. CV-25-0071-PR).
Step 2025-08-20 Arizona Supreme Court issues a per curiam Decision Order: grants review, affirms the superior court, holds the sole remaining issue is the fair market value of the Xias’ unit as their total compensation, vacates the August 8 and December 3, 2024 minute entries, remands for final and binding arbitration under A.R.S. § 33-1228, and awards PFP Dorsey reasonable attorney fees.

Complete uploaded source-document index

This index is generated from every public-facing source file currently present in assets/court_case_downloads/jie-cao-v-pfp-dorsey-investments/raw/: 193 PDFs. Files are ordered by the date/sequence embedded in the normalized filename; AI-generated review materials are labeled separately and should not be treated as court filings.

Source 2 2021-05-18

0000 Index Of Record

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2021-05-18_002_0000-index-of-record.pdf
Source 3 2021-05-18

0001 Civil Complaint

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2021-05-18_003_0001-civil-complaint.pdf
Source 5 2021-05-18

0003 Civil Cover Sheet

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2021-05-18_005_0003-civil-cover-sheet.pdf
Source 10 2021-05-18

0008 Notice Of Appearance

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2021-05-18_010_0008-notice-of-appearance.pdf
Source 14 2021-05-18

0012 Answer

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2021-05-18_014_0012-answer.pdf
Source 15 2021-05-18

0013 Credit Memo

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Source 19 2021-05-18

0017 Motion For Treble Damages

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Source 21 2021-05-18

0019 Affidavit Of Service

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2021-05-18_021_0019-affidavit-of-service.pdf
Source 28 2021-05-18

0026 Minute Entry Ruling 01172020

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2021-05-18_028_0026-me-ruling-01172020.pdf
Source 34 2021-05-18

0032 Minute Entry Case Reassigned 01242020

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Source 36 2021-05-18

0034 Notice Of Appearance

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2021-05-18_036_0034-notice-of-appearance.pdf
Source 39 2021-05-18

0037 Minute Entry Status Conference Set 02132020

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Source 40 2021-05-18

0038 Minute Entry Status Conference 02252020

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Source 55 2021-05-18

0053 Credit Memo

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Source 56 2021-05-18

0054 Credit Memo

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Source 62 2021-05-18

0060 Minute Entry Oral Argument Set 10122020

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Source 85 2021-05-18

0085 Minute Entry Ruling 03152021

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2021-05-18_086_0085-me-ruling-03152021.pdf
Source 86 2021-05-18

0086 Judgment

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2021-05-18_087_0086-judgment.pdf
Source 87 2021-05-18

0087 Judgment

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2021-05-18_088_0087-judgment.pdf
Source 89 2021-05-18

0089 Notice Of Appeal

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Source 90 2021-05-18

0090 Judgment

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Source 91 2021-05-18

0091 Notice Of Appeal

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Source 94 2021-05-28

0001 Certificate Of Service

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Source 96 2021-06-07

0001 Certificate Of Service

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2021-06-07_097_0001-certificate-of-service.pdf
Source 100 2021-06-21

0001 Certificate Of Service

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2021-06-21_101_0001-certificate-of-service.pdf
Source 103 2021-06-25

0001 Certificate Of Service

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2021-06-25_104_0001-certificate-of-service.pdf
Source 105 2021-07-07

0000 Case Management Statement

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Source 108 2021-07-07

0001 Certificate Of Service

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2021-07-07_109_0001-certificate-of-service.pdf
Source 112 2021-08-18

0000 Request For Oral Argument

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Source 113 2021-08-18

0001 Certificate Of Compliance

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Source 114 2021-08-18

0001 Certificate Of Service

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Source 116 2021-09-27

0001 Certificate Of Compliance

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Source 117 2021-09-27

0002 Certificate Of Service

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Source 119 2021-09-30

0001 Certificate Of Service

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Source 122 2021-11-08

0001 Certificate Of Compliance

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2021-11-08_124_0001-certificate-of-compliance.pdf
Source 123 2021-11-08

0002 Certificate Of Service

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2021-11-08_125_0002-certificate-of-service.pdf
Source 127 2021-11-29

0001 Certificate Of Compliance

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2021-11-29_129_0001-certificate-of-compliance.pdf
Source 128 2021-11-29

0001 Declaration Of Service

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2021-11-29_130_0001-declaration-of-service.pdf
Source 129 2021-11-29

0002 Declaration Of Service

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2021-11-29_131_0002-declaration-of-service.pdf
Source 131 2021-12-09

0093 Court Of Appeals Receipt

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Source 132 2021-12-09

0094 Electronic Index Of Record

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Source 139 2021-12-17

0001 Declaration Of Service

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Source 144 2022-01-10

0001 Certificate Of Compliance

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2022-01-10_147_0001-certificate-of-compliance.pdf
Source 145 2022-01-10

0002 Certificate Of Service

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Source 148 2022-02-15

0001 Certificate Of Service

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2022-02-15_151_0001-certificate-of-service.pdf
Source 155 2022-04-15

0001 Certificate Of Compliance

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Source 157 2022-04-15

0002 Certificate Of Service

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Source 158 2022-04-15

0002 Certificate Of Service 2

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Source 161 2022-05-02

0001 Certificate Of Compliance

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Source 163 2022-05-02

0002 Certificate Of Service

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Source 164 2022-05-02

0002 Certificate Of Service 2

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Source 165 2022-07-07

0000 Enotification Of Opinion

Type: Decision or judgment

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2022-07-07_168_0000-enotification-of-opinion.pdf
Source 166 2022-07-07

0000 Opinion

Type: Decision or judgment

Opinion holding that the Arizona Supreme Court held that a forced sale following a supermajority condominium termination under A.R.S. § 33-1228 does not violate the eminent-domain (private-takings) provision of the Arizona Constitution as applied to owners who agreed to a recorded declaration incorporating the Condominium Act.

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2022-07-07_169_0000-opinion.pdf
Source 167 2022-07-07

0000 Opinion Distribution List

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Source 169 2022-07-21

0000 Statement Of Costs

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Source 170 2022-07-21

0001 Certificate Of Service

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2022-07-21_173_0001-certificate-of-service.pdf
Source 173 2022-07-22

0001 Certificate Of Compliance

Type: Procedural/service filing

Procedural filing that documents service, appearance, compliance, or a required notice step.

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2022-07-22_176_0001-certificate-of-compliance.pdf
Source 174 2022-07-22

0002 Certificate Of Service

Type: Procedural/service filing

Procedural filing that documents service, appearance, compliance, or a required notice step.

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2022-07-22_177_0002-certificate-of-service.pdf
Source 177 2022-08-04

0001 Certificate Of Service

Type: Procedural/service filing

Procedural filing that documents service, appearance, compliance, or a required notice step.

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2022-08-04_180_0001-certificate-of-service.pdf
Source 178 2022-08-04

0001 Certificate Of Service 2

Type: Procedural/service filing

Procedural filing that documents service, appearance, compliance, or a required notice step.

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2022-08-04_181_0001-certificate-of-service-2.pdf
Source 179 2022-08-04

0002 Exhibit 1

Type: Court/source PDF

Uploaded source file in the case record; read it in sequence with the surrounding filings to follow the procedure.

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2022-08-04_182_0002-exhibit-1.pdf
Source 181 2022-08-08

0001 Certificate Of Service

Type: Procedural/service filing

Procedural filing that documents service, appearance, compliance, or a required notice step.

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2022-08-08_184_0001-certificate-of-service.pdf
Source 183 2022-08-25

0001 Certificate Of Service

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Procedural filing that documents service, appearance, compliance, or a required notice step.

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2022-08-25_186_0001-certificate-of-service.pdf
Source 190 2024-03-22

0000 Supreme Court Opinion

Type: Decision or judgment

Opinion holding that the Arizona Supreme Court held that a forced sale following a supermajority condominium termination under A.R.S. § 33-1228 does not violate the eminent-domain (private-takings) provision of the Arizona Constitution as applied to owners who agreed to a recorded declaration incorporating the Condominium Act.

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2024-03-22_193_0000-supreme-court-opinion.pdf
Source 193 2025-08-20

0000 Supreme Court Decision Order

Type: Decision or judgment

Decision holding that the Arizona Supreme Court held that a forced sale following a supermajority condominium termination under A.R.S. § 33-1228 does not violate the eminent-domain (private-takings) provision of the Arizona Constitution as applied to owners who agreed to a recorded declaration incorporating the Condominium Act.

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2025-08-20_196_0000-supreme-court-decision-order.pdf

FAQ

Is Cao v. PFP Dorsey Investments binding precedent in Arizona?

Yes. The controlling decision is now the Arizona Supreme Court’s published opinion, Cao v. PFP Dorsey Investments, LLC, 257 Ariz. 82 (2024), which vacated the earlier Court of Appeals decision. The Supreme Court’s opinion is binding statewide; the 2022 Court of Appeals opinion is no longer good law.

Can a supermajority investor force minority condo owners to sell their units?

Under A.R.S. § 33-1228, a supermajority can vote to terminate a condominium. The Supreme Court held this forced sale does not violate Arizona’s constitutional ban on takings for private use, because the owners agreed to the recorded Declaration, which incorporates the Condominium Act. However, the Court held the statute requires the sale of the entire condominium upon termination — not the sale of only the holdout owners’ individual unit.

Did the unit owners win or lose?

It was a split result. The owners (Jie Cao and Haining ‘Frazer’ Xia) lost their constitutional eminent-domain argument but won on the statutory ground: because only their unit was force-sold while the investor kept the other 90 units, the sale was improper under § 33-1228. The case was remanded, and a later order limited the remaining issue to the fair market value of their unit as their total compensation.

What did the August 2025 Supreme Court order decide?

In a per curiam order (No. CV-25-0071-PR, Aug. 20, 2025), the Court clarified its mandate: the superior court was affirmed, the sole remaining issue is the fair market value of the owners’ unit (paid as their total compensation), and the matter was remanded for final and binding arbitration under A.R.S. § 33-1228 and the Condominium Termination Agreement.

What happened to the Court of Appeals’ ‘older statute governs’ reasoning?

The Supreme Court rejected it. The Court of Appeals had held that the 1986 version of § 33-1228 governed because the owners bought before the 2018 amendments. The Supreme Court disagreed: the Declaration incorporated the Condominium Act ‘as amended from time to time,’ that amendment was anticipated, and Kalway v. Calabria Ranch did not apply because the Declaration itself was never amended — so the 2018 version of the statute applied.

Case Dossier

This generated dossier mirrors the structured data surfaced on the OAH/ADRE case pages. It is added from the curated court-case record and the custom page source package, while the hand-authored analysis below remains intact.

Case Summary

Case ID / citation257 Ariz. 82, 545 P.3d 459 (2024)
Court / tribunalArizona Supreme Court
Decision / key dateMarch 22, 2024
Judge / panelJustice Clint Bolick (author), Chief Justice Robert M. Brutinel, Vice Chief Justice Ann A. Scott Timmer, Justice John R. Lopez IV, Justice James P. Beene, Justice William G. Montgomery, Justice Kathryn H. King
PartiesJie Cao and Haining ‘Frazer’ Xia (condominium unit owners) v. PFP Dorsey Investments, LLC (majority investor) and Dorsey Place Condominium Association (homeowners association)
Governing law
Topics
cc-and-rsboard-governanceprocedureattorneys-fees
Outcome / holding

The Arizona Supreme Court held that a forced sale following a supermajority condominium termination under A.R.S. § 33-1228 does not violate the eminent-domain (private-takings) provision of the Arizona Constitution as applied to owners who agreed to a recorded declaration incorporating the Condominium Act. However, the Court also held that, under these circumstances, § 33-1228 required the sale of the entire condominium upon termination, not the sale of only the minority owners’ individual unit. It vacated the Court of Appeals’ decision, affirmed the superior court except as to that issue, and remanded.

Parties, Court, and Research Coverage

Uploaded source package193 PDFs
Step-by-step docket roadmap48 roadmap entries
Video overviewCao: Condominium Termination Forced Sales
Study / briefing material1 section
FAQ / homeowner questions5 questions
Curated download aliases4 download links

Key Issues & Findings

Case Summary

Jie Cao and Haining ‘Frazer’ Xia owned one of 96 units at Dorsey Place Condominiums. After PFP Dorsey Investments acquired 90 units (about 94% of the vote), it invoked A.R.S. § 33-1228 to terminate the condominium and force the sale of the remaining minority units to itself. The Xias sued, arguing the forced sale was an unconstitutional private taking. The superior court dismissed the complaint; the Court of Appeals reversed on a statutory-retroactivity theory. The Arizona Supreme Court vacated that decision. It held the forced sale did not violate Arizona’s eminent-domain clause, because the owners agreed to the recorded Declaration incorporating the Condominium Act, but it also held that § 33-1228 required selling the entire condominium, not just the holdout unit. It remanded; a later 2025 order limited the remaining issue to the unit’s fair market value as the owners’ total compensation, to be fixed by binding arbitration.

Key Issues & Findings

Writing for a unanimous Court, Justice Bolick first addressed the constitutional challenge. The Xias argued that A.R.S. § 33-1228 — which lets a supermajority terminate a condominium and force the sale of objecting owners’ units — authorized an unconstitutional taking of private property for private use under Article 2, Section 17 of the Arizona Constitution. The Court disagreed. The sale authority derived not from the State’s eminent-domain power but from the recorded Declaration, a contract to which the Xias voluntarily agreed when they purchased their unit; the Declaration expressly submitted the property to the Condominium Act and provided for partition upon dissolution. Because the arrangement was contractual, it was not a governmental taking.

The Court then held, however, that the forced sale as carried out was not authorized by the statute. Termination under § 33-1228 required the sale of all of the condominium property, not the sale of individual holdout units while the terminating owner retained the rest. Here PFP Dorsey force-sold only the Xias’ unit and kept the other ninety units, which the statute did not permit. The Court therefore vacated the Court of Appeals’ decision, affirmed the superior court except as to this issue (Part II of the opinion), and remanded.

Finally, the Court rejected the Court of Appeals’ premise that an older (1986) version of the statute governed because the Xias purchased before the 2018 amendments. The Declaration incorporated the Condominium Act ‘as amended from time to time,’ so the possibility of statutory amendment was anticipated; Kalway v. Calabria Ranch — which barred unforeseen amendments to a declaration itself — did not apply because the Declaration was never amended, only the incorporated statutes were. Accordingly, the 2018 version of § 33-1228 controlled. On remand the parties disputed the scope of the mandate, and in a per curiam order dated August 20, 2025 (No. CV-25-0071-PR), the Supreme Court clarified that the superior court was affirmed, the only remaining issue is the fair market value of the Xias’ unit as their total compensation, and the matter must proceed to final and binding arbitration under § 33-1228 and the Condominium Termination Agreement.

Why It Matters

For Arizona condominium owners, associations, and investors, this decision sets the ground rules for ‘bulk buyout’ terminations. It confirms that a supermajority may use A.R.S. § 33-1228 to terminate a condominium and that the resulting forced sale is not an unconstitutional taking, because owners agree to the Condominium Act through their recorded declaration. Investors cannot defeat a buyout simply by labeling it a private taking.

But the decision also imposes a critical limit: on termination, the statute requires selling the entire condominium, not cherry-picking and force-selling only holdout units while the majority owner keeps the rest. And owners who are bought out are entitled to the fair market value of their unit as total compensation, which — per the Court’s 2025 order — may be fixed through binding arbitration under the termination agreement. Boards and counsel structuring a termination must follow the whole-property sale mechanism and a defensible valuation process, or risk having the sale undone.

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