Eskaton Properties, Inc., develops and supports common interest developments for older adults in Northern California. One of those developments is the Village. The Village consists of 130 homes known as the “Patio” homes and 137 rented residences housed in a building known as the “Lodge.” Eskaton Village, an Eskaton subsidiary, owns the Lodge and its 137 residences, and various individual homeowners, including Ronald Coley, own the 130 Patio homes. Eskaton Village and the Patio homeowners are members of the Eskaton Village, Grass Valley Homeowners Association (the Association), a nonprofit mutual benefit corporation. A five-member board of directors runs the Association. Since the Association’s inception, Eskaton Village has controlled three out of the five seats on the Association’s board.

Exercising its majority voting power, Eskaton Village has consistently elected three employees of the Eskaton entities to sit on the Association’s board. And, at least in recent years, it has appointed directors who are financially incentivized to run the Association for the benefit of Eskaton Village. In short, the better Eskaton performs, the higher the directors’ compensation. Coley brought suit against Eskaton due to certain actions that benefit Eskaton and harm the other members, such as raising security and emergency response costs, charging legal expenses to the Patio owners alone, and disclosing confidential communications with the Association’s lawyer to further its own

“interest rather than the interest of the [Association].” What duty is Coley alleging Eskaton to have breached? How did the court rule?