A HOA does not become a legally binding "contract" if there are conditions included in an offer that must completed before the acceptor agrees. Some may call it a binding "offer" if you like, but in the eyes of the law even that is a bit of nonsense. Nothing is binding until a legal contract is signed that demonstrably indicates both the "offer" and the "acceptance" has been agreed by both parties. A HOA can be a binding contract if all the laws of contract are applied.
However, a HOA with any conditions to be fulfilled by one or other or both parties is an agreement to act in certain ways in order to reach a deal for a contract. If this applies then it is not binding because it is not yet a legal contract.
By its legal nature a HOA is non binding if there are conditions to be met to the satisfaction of the acceptor. Normally, it is not a legal contract until those conditions are fulfilled and acknowledged by both parties. A dispute about whether a certain HOA is a binding contract will stand on the merits of its own circumstances.
Here is a link explaining in more detail what I am talking about.
Are Heads Of Agreements Binding
There is plenty of case law out there supporting the view of this link. There are also numerous links that reinforce this view about HOAs normally being non binding. When there is an exception to this rule one will find that the HOA is in fact a Contract instead of a HOA.
Therefore a HOA relies on good faith to act towards sealing a deal underpinned by the terms in the clauses of the HOA. That is where your point about intent might come into play. That is basically why I stated in my first post that the general law of Equity might be relevant. Fundamentally, the law of Equity will apply if there has been a breach of fairness by one or other of the parties forming a deal.
However, we can only guess about that because we do not have all the details. That is why I have said it will be interesting to watch and also instructive about the relevant Boards' abilities.
This is not legal advice, it is just commentary on the basis of the law that is general knowledge and may or may not be applicable in this situation.
Cheers
(20min delay)
