(a) If a community owner has decided to sell, transfer, or convey all or part of the community, the community owner and the homeowner association shall negotiate in good faith for the sale, transfer, or conveyance of the community to the homeowner association. If a party fails to negotiate in good faith, the court shall award reasonable attorneys’ fees to the prevailing party.

(b) If a community owner or a homeowner association fails to comply with any provision of this subchapter, either party has standing to seek equitable relief, including declaratory relief, injunctive relief, and the appointment of a receiver. The offending party is liable for actual damages. If a court of competent jurisdiction finds that the offending party wilfully and intentionally failed to comply with the requirements of this subchapter, it is a per se violation of the Consumer Fraud Statute, § 2511 et seq. of Title 6, and the aggrieved party may be entitled to recover treble damages. In any action under this section, the court may award reasonable attorneys’ fees and costs.

(c) Chapter 71 of this title does not apply to the sale, transfer, or conveyance of manufactured home communities under this section.

74 Del. Laws, c. 35, §  2;  70 Del. Laws, c. 186, §  1;  76 Del. Laws, c. 336, §  1;  77 Del. Laws, c. 238, §§  2-20;  79 Del. Laws, c. 330, §  1;  82 Del. Laws, c. 38, § 32;  83 Del. Laws, c. 283, § 40; 

(a) Upon reaching a decision to sell, transfer, or convey all or part of a manufactured home community, the manufactured home community’s owner shall provide notice of the homeowner association’s right of first offer to purchase all or part of the community to the community’s homeowner association if one exists, to the Delaware Manufactured Home Owners Association (DMHOA) or its successor, and to the Delaware Manufactured Home Relocation Authority (Authority).

(1) The Authority shall send an annual notice under § 7015 of this title, to all registered community owners, stating that the community owner is required to comply with the requirements of this section if the community owner decides to sell, transfer, or convey all or part of the community. In addition, the notice must state that every manufactured home community must be registered with the Delaware Manufactured Home Relocation Authority, and that all fund assessments must be paid to date prior to the sale, transfer, or conveyance of the community.

(2) The Authority shall notify the manufactured home community’s owner if a homeowner association for that community has been registered with the Authority.

(b) (1) If a homeowner association wishes to use its right of first offer under subsection (a) of this section, either directly through a community owner or its designated agent, or indirectly through DMHOA or its successor or through the Authority, that homeowner association must register with the Authority as prescribed by the Authority.

(2) a. There can be only 1 homeowner association per community eligible to participate in the process of this section. That homeowner association must register with the Delaware Manufactured Home Relocation Authority as prescribed by the Authority. The first association to register in compliance with the requirements of this section will be the official homeowner association eligible to participate in the process. In order to be eligible for registration with the Authority, the homeowner association must adopt bylaws.

b. In order to be eligible for registration with the Authority, the homeowner association must comply with all of the following requirements:

1. The homeowner association must be incorporated in the State and under the laws of the State.

2. The homeowner association must have written bylaws that comply with the laws of this State. The bylaws must provide that each homeowner of each home site is automatically entitled to vote as a special member of the association concerning matters related to the purchase of all or part of the community after a notice of right of first offer has been extended to the homeowner association by the community owner. Special members under this paragraph may not be required to meet other preconditions of general membership including the payment of dues.

c. A homeowner who is a community owner, or an employee, agent, or servant of, or who has any business relationship with, the community owner may not directly or indirectly participate in the process, except that the homeowner may vote. Nothing herein prevents a homeowner association, after a vote of the members present, from excluding a community owner, or an employee, agent, or servant of the community owner from a meeting where confidential information relating to the homeowner association’s strategies in connection with the purchase will be discussed.

(c) If a community owner intends to offer more than 1 community for sale in a single transaction, a simple majority of members of the respective homeowner associations in Delaware must vote in the affirmative to support their letter of response to the community owner. If a community owner offers a Delaware community for sale, along with 1 or more communities not located in the State, the community owner must afford the residents of the Delaware community a right of first offer as prescribed by this section for their community, separate and apart from the community or communities not located in the State.

(d) (1) a. If the Authority has informed the community owner that a registered homeowner association exists in the community, the community owner shall send the right of first offer directly to the homeowner association. The right of first offer shall be sent by overnight service with signature receipt.

b. The right of first offer also shall be sent indirectly to the homeowner association through DMHOA, or its successor, through the Consumer Protection Unit of the Department of Justice and through the Authority. The right of first offer shall be sent to the Authority, the Consumer Protection Unit of the Office of the Department of Justice or DMHOA, or its successor, by overnight service with signature receipt.

(2) If the Authority has not informed the community owner that a registered homeowner association exists in the community, the community owner must send the right of first offer directly to the Authority. The right of first offer must be sent by overnight service with signature receipt. The right of first offer to the Authority shall include a list of the known names and mailing addresses of all homeowners in the community.

(3) The Authority shall then, within 5 business days of receipt of the community owner’s right of first offer, send a summary notice to all homeowners on the list.

a. The summary notice shall inform the homeowners that the community is for sale and they should contact their homeowners association to secure further information. If no homeowners association exists then the homeowner will need to organize a homeowners association meeting the requirements of subsection (b) of this section in order to pursue the right of first offer.

b. The right of first offer shall be extended indirectly to the homeowners through DMHOA or its successor and the Consumer Protection Unit of the Department of Justice. The right of first offer shall be sent to DMHOA and the Consumer Protection Unit of the Department of Justice by the community owner by overnight service with signature receipt.

(4) The right of first offer must include all of the following:

a. A statement that the community owner has decided to sell, transfer, or convey all or part of the community. The statement must indicate the real property and fixtures to be included in the sale of the community.

b. The price and any special conditions material to the transaction for the sale, transfer, or conveyance of the community.

c. A form confidentiality statement indicating that all significant and material information, including operating expenses and other relevant operating and capital expenditure costs related to the community, shall remain confidential and cannot be released to any individual not a signer to the confidentiality statement. The statement may include reasonable penalties for breach of confidentiality.

d. A statement that the confidentiality statement must be signed by any individual of the homeowners association seeking to utilize the confidential information and sent by overnight service with signature receipt to the community owner.

e. A statement that once the confidentiality statement is received by the community owner, the community owner will send by overnight service with signature receipt the price and any special conditions material to the transaction for the sale, transfer, or conveyance of the community and all significant and material information, including operating expenses and other relevant operating and capital expenditure costs related to the community.

f. A statement that the homeowner association has 30 calendar days from the date of mailing of the right of first offer to respond to the offer.

74 Del. Laws, c. 35, §  2;  70 Del. Laws, c. 186, §  1;  76 Del. Laws, c. 336, §  1;  77 Del. Laws, c. 238, §§  2-20;  79 Del. Laws, c. 330, §  1;  82 Del. Laws, c. 38, § 32; 

A manufactured home community owner is not required to give notice of or extend a right of first offer to a homeowner association, DMHOA or its successor, or the Authority under the any of the following circumstances:

(1) A bank, mortgage company, or any other mortgagee has foreclosed on the community and the mortgagee is selling the community at a foreclosure sale, or is selling the community after having purchased the community at a foreclosure sale.

(2) The sale, transfer, or conveyance of the community is to a family member of the community owner on the modified Table of Consanguinity under § 7014 of this title or to a trust, the beneficiaries of which are family members of the owner on the modified Table of Consanguinity; or the sale, transfer, or conveyance is to a family member on the modified Table of Consanguinity who is included within the line of intestate succession if the community owner dies intestate.

(3) The sale, transfer, or conveyance is by a partnership to 1 or more of its partners.

(4) The sale, transfer, or conveyance is between joint tenants or tenants-in-common.

(5) The sale, transfer, or conveyance is by gift, devise, or operation of law.

(6) The sale, transfer, or conveyance is pursuant to eminent domain.

(7) The sale, transfer, or conveyance is to an affiliate. An “affiliate” means an individual, corporation, limited partnership, unincorporated association, or entity that holds any direct or indirect ownership interest in the community, except that the notice and extension of the right of first offer must be granted to a homeowner association where the majority interest in the ownership of the community or the power, directly or indirectly, to direct or cause the direction of the management and policies over the community, whether through ownership of voting stock, by contract, or otherwise, is sold, transferred, or conveyed to any individual, corporation, limited partnership, unincorporated association, or other entity which has not held such a direct or indirect ownership interest in the community for 3 or more years.

(8) The sale, transfer, or conveyance is an exchange of the manufactured housing community for all, or substantially all, of other real property under § 1031 of the Internal Revenue Code (26 U.S.C. § 1031) or any other provision of the Internal Revenue Code that allows for exchanges or tax-free exchanges, regardless of whether the exchange also involves the payment of cash or other consideration.

(9) A change in use of the manufactured home community by the existing community owner.

82 Del. Laws, c. 38, § 32; 

(a) A homeowner association must respond in writing to the notice of a right of first offer and send the response by overnight service with signature receipt to the community owner or the community owner’s agent or attorney within 30 calendar days from the date of the mailing of the notice sent by the community owner to the association or to the Authority. The homeowner association’s response must clearly indicate 1 of the following:

(1) The members of the association intend to accept the purchase price and any special conditions material to the transaction for the sale, transfer, or conveyance of the community, as described in the notice of right of first offer.

(2) The members of the association do not accept the price and any special conditions material to the transaction for the sale, transfer, or conveyance of the community, as described in the notice of right of first offer, but that they intend to offer to purchase the community at an alternative price.

(3) The members of the association have no interest in purchasing the community and that they do not intend to proceed any further in the transaction, or, if the members of the association do not respond, they shall be deemed to have notified the community owner that they have no interest in purchasing the community.

(b) If the homeowners association does not respond in material compliance with this section, such failure to respond shall be deemed to serve as notice to the community owner that the homeowners association does not wish to purchase the community.

(c) If the homeowner association responds that it has no interest in purchasing the community, or fails to respond under § 7029, § 7030, § 7031, or § 7032 of this title, the community owner shall file an affidavit of compliance under § 7036 of this title.

(d) Failure of the homeowner association to accept the price and any special conditions material to the transaction for the sale, transfer, or conveyance of the community as stated in the notice of right of first offer; to state an alternative price under § 7030 of this title; or to respond under § 7032 of this title, eliminates the right of the homeowner association to purchase the community during the remainder of the 12-month period that commenced on the date of the community owner’s notice of intention to sell, transfer, or convey all or part of the community.

(e) A homeowner association may transfer or assign a right of first offer only to an organization formed or controlled by the homeowners to assist only in the purchase and operation of the community. Therefore, other than the preceding condition in this subsection, a right of first offer is neither transferable nor assignable.

74 Del. Laws, c. 35, §  2;  70 Del. Laws, c. 186, §  1;  76 Del. Laws, c. 336, §  1;  77 Del. Laws, c. 238, §§  2-20;  79 Del. Laws, c. 330, §  1;  82 Del. Laws, c. 38, § 32; 

(a) An alternative offer of price for the sale, transfer, or conveyance of the community from the homeowner association remains valid for 6 months, unless withdrawn by the homeowner association in writing and sent to the community owner by overnight service with signature receipt. If the community is still for sale at the expiration of the initial 6-month alternative offer period, the homeowners association shall have the right to refresh their alternative offer within 7 days of its expiration upon written notice to the community owner. The refreshed offer will be valid for 6 months. The homeowners association shall have the right to refresh their offer every 6 months until the property is sold or 18 months has elapsed from the time notice was provided under § 7027(a) of this title, whichever comes first. The alternative offer and any refreshed alternative offer may be amended at any time upon written notice to the community owner. In the event a community owner decides they no longer want to sell a community after having provided the homeowners association with the notice of first offer, any outstanding alternative offer shall be void. The community owner shall promptly notify the homeowners association of their decision to remove the community from the market.

(b) A notice to withdraw an alternative offer must be approved by the members of the homeowners association. The approval percentage must be stated in the notice to the community owner.

74 Del. Laws, c. 35, §  2;  70 Del. Laws, c. 186, §  1;  76 Del. Laws, c. 336, §  1;  77 Del. Laws, c. 238, §§  2-20;  79 Del. Laws, c. 330, §  1;  82 Del. Laws, c. 38, § 32; 

(a) The community owner may not sell the community to a third party at or less than the price offered in the alternative offer from the homeowner association unless 1 of the following occur:

(1) The offer is withdrawn under § 7030(b) of this title.

(2) The homeowner association is given 30 calendar days to match the lower price and all of the material terms and conditions of the lower offer.

(b) The notice of the right to match the lower third-party offer shall be sent to the homeowner association by overnight service with signature receipt. The notice must state the price and any special conditions material to the transaction for the sale, transfer, or conveyance of the community.

(c) Upon written demand from the homeowner association, the community owner must provide the homeowner association with tangible evidence of the lower offer received within 3 business days of receipt of the written request from the homeowner association by overnight service with signature receipt.

(d) If the homeowner association matches the offer within 30 calendar days of receipt of the notice, the community owner is obligated to move to the next step of the negotiation with the homeowner association under § 7033 of this title.

74 Del. Laws, c. 35, §  2;  70 Del. Laws, c. 186, §  1;  76 Del. Laws, c. 336, §  1;  77 Del. Laws, c. 238, §§  2-20;  79 Del. Laws, c. 330, §  1;  82 Del. Laws, c. 38, § 32; 

(a) The community owner may accept an offer from a third party higher than the alternative price, if any, offered by the homeowner association without further obligation to the homeowner association unless there are significant or material changes in terms and conditions. However, the homeowner association must be given 7 business days to match the higher offer if 1 of the following apply:

(1) The higher offer is less than $40 million and the homeowner association’s alternate price is within 6% of the offer.

(2) The higher offer is $40 million or greater and the homeowner association’s alternate price is within 4.5% of the offer.

(b) The notice of the right to match the higher offer under subsection (a) of this section, must be sent to the homeowner association by overnight service with signature receipt. The notice must state the price and any special conditions material to the transaction for the sale, transfer, or conveyance of the community. Upon written demand from the homeowner association, the community owner must provide the homeowner association with tangible evidence of the higher offer received within 3 business days of receipt of the written request from the homeowner association by overnight service with signature receipt.

(c) If the homeowner association matches the offer within 7 business days of receipt under subsection (a) of this section, the community owner must move to the next step of the negotiation with the homeowner association under § 7033 of this title. The community owner must not accept or entertain a higher offer from a third party after the homeowners association matches the offer.

(d) If the community owner accepts an offer from a third party that is greater than the alternative price offered by the homeowners association, such that the provisions of either under subsection (a) of this section, are not triggered, the community owner shall certify this fact in writing to both the homeowner association and the Consumer Protection Unit within 7 business days of acceptance of the third-party offer. Such written certification shall also indicate whether the accepted third-party offer contained any significant or material changes in terms or conditions.

74 Del. Laws, c. 35, §  2;  70 Del. Laws, c. 186, §  1;  76 Del. Laws, c. 336, §  1;  77 Del. Laws, c. 238, §§  2-20;  79 Del. Laws, c. 330, §  1;  82 Del. Laws, c. 38, § 32; 

(a) If a homeowner association responds to the notice of right of first offer under § 7029 of this title, or if the community owner agrees to sell the community to the homeowner association under § 7030 of this title, the homeowner association has an additional 30 days to formalize the agreed price, terms, and conditions into a contract of sale. This 30-day period may not be used to renegotiate the price, terms, or conditions agreed to during the first 30-calendar-day period unless mutually agreed to in writing. Time is of the essence.

(b) Failure of the homeowner association to formalize a contract of sale during the 30-day period following an agreement of price, terms, and conditions eliminates any right of the homeowner association to purchase the community during the remainder of the 12-month period that commenced on the date of the community owner’s notice of intention to sell, transfer, or convey all or part of the community.

(c) Upon a formalized contract of sale being signed by both parties, the change of ownership of the community must be completed within 90 days. Time is of the essence.

(d) (1) The completion date may be extended beyond the 90-day period if both parties agree to an extension. However, neither party is obligated to agree to an extension.

(2) An agreement to extend the settlement date must be in writing and signed by both parties to the transaction.

(3) If the parties did not fully exhaust the 30-day periods under subsections (a) or (b) of this section or § 7029(a) of this title, any unused days may be added to the 90-day period in subsection (c) of this section by either party by providing written notification to all other parties within 5 business days prior to the end of the 90-day period. The time period for calculation of unused days is from the dates of mailing of the notices required by each section.

74 Del. Laws, c. 35, §  2;  70 Del. Laws, c. 186, §  1;  76 Del. Laws, c. 336, §  1;  77 Del. Laws, c. 238, §§  2-20;  79 Del. Laws, c. 330, §  1;  82 Del. Laws, c. 38, § 32; 

If, for any reason except default by the community owner, the homeowner association and the community owner do not complete the sale within the 90-day period under § 7033(c) of this title before the expiration of the extension period agreed to by the parties under § 7033(d) of this title, the right of first offer obligations of the community owner to the homeowner association are terminated, and the community owner may sell, transfer, or convey all or part of the community to any third party at the price offered in the right of first offer, or at a higher price or lower price, for the remainder of the 12-month period that commences on the date of the community owner’s notice of intention to sell, transfer, or convey all or part of the community.

74 Del. Laws, c. 35, §  2;  70 Del. Laws, c. 186, §  1;  76 Del. Laws, c. 336, §  1;  77 Del. Laws, c. 238, §§  2-20;  79 Del. Laws, c. 330, §  1;  82 Del. Laws, c. 38, § 32; 

(a) If the Authority has sent the required annual notice to a community owner and the community owner then decides to sell, transfer, or convey all or part of the manufactured home community at auction, the community owner shall notify the homeowner association directly of its intention if the Authority has informed the community owner of a registered homeowner association in that community. The community owner’s notice must also be sent to DMHOA or its successor, to the Authority. A copy must be sent under § 7015 of this title to each homeowner in the affected community. If the Authority has not informed the community owner that a registered homeowner association exists in the community, the community owner must send the notice of the intent to convey the community at auction directly to the Authority. The notice shall include a list of the known names and mailing addresses of all homeowners in the community. The Authority shall, within 5 business days of the receipt of the notice from the community owner, send the notice to all homeowners on the list.

(b) The notice of a community owner’s intention to sell, transfer, or convey all or part of the manufactured home community at auction must be sent within 10 days after a date for the auction has been established and at least 60 days prior to the date of the auction. The notice must be sent by overnight service with signature receipt. The notice must state all of the following:

(1) The intention to sell the community at auction.

(2) The date, time, and place of the auction.

(3) The terms of the auction, which must be similar to other auction practices and standards in the area.

(c) At least 60 days prior to a scheduled auction, the community owner shall provide all pertinent information directly to the homeowner association if the Authority has informed the community owner of a registered homeowner association in the community. Copies of the pertinent information must also be sent to DMHOA or its successor, to the Authority. A community owner may not be held liable for misinformation provided by a third-party professional. Pertinent information from third-party professionals, if already available, including any of the following:

(1) Descriptions of topography.

(2) Soils, including a Phase I environmental soil study and a Phase II study, if required.

(3) Flood plain study.

(4) Wetlands study.

(5) Water system.

(6) Water quality.

(7) Distribution system.

(8) Sanitary survey.

(9) Wastewater disposal.

(10) Access, egress, and interior community roads.

(11) Storm water drainage.

(12) Electrical, telephone, and cable utility services.

(13) Boundary survey, home lot plan, if available.

(14) A USGS plan.

(15) Aerial photo.

(16) Tax map.

(17) Flood zone map.

(18) Soils map.

(19) Site photographs.

(20) A future repair and capital improvement analysis.

(d) Within 30 days of receiving the notice of the auction, a homeowner association in the affected community may make an offer to purchase the community. If the homeowner association makes an offer, and the community owner accepts the offer, the parties shall negotiate in good faith for the sale, transfer, or conveyance of the community to the homeowner association. If the community owner accepts the offer, a contract shall be formalized and ownership shall be transferred as under § 7033 of this title.

(e) If the homeowner association makes an offer to purchase the community within 30 days after receiving the notice of the auction sale, but the community owner does not accept the offer, the community owner may proceed to auction the community. The homeowner association’s offer must be the minimum bid at the auction and the community owner may not accept a bid of less than the homeowner association’s offer.

(f) If a homeowner association participates in the auction process by providing deposit moneys, if required, the homeowner association has the right to purchase the community within 7 days after the date of the auction for 1% higher than the winning bid with the same terms and conditions. If a homeowner association decides to purchase the community for 1% higher than the winning bid under the same terms and conditions, a contract of sale must be formalized within 20 calendar days, and the change of ownership must be completed within 90 days. However, if the homeowner association does not participate in the auction process, or if the homeowner association fails to respond within 7 business days and to formalize a contract within 20 calendar days, or to complete the change of ownership within 90 calendar days, the community owner has no further obligation to the homeowner association.

(g) If the winning bidder does not complete the transaction, and if the association still does not have the next highest bid, and if the community owner still intends to sell the community to the next highest bidder, the community owner must repeat the procedure under subsection (f) of this section.

(h) A community owner has the right to accept or reject any auction bids.

74 Del. Laws, c. 35, §  2;  70 Del. Laws, c. 186, §  1;  76 Del. Laws, c. 336, §  1;  77 Del. Laws, c. 238, §§  2-20;  79 Del. Laws, c. 330, §  1;  82 Del. Laws, c. 38, § 32; 

Affidavit of compliance with the requirements of this subchapter.

(1) A community owner may, if appropriate under the circumstances, record in the Registry of Deeds of the county in which the community is located an affidavit in which the community owner certifies to 1 of the following:

a. The manufactured home community owner has complied with the requirements of this section, and has included a copy of the notice sent to the residents of the community.

b. The sale, transfer, or conveyance of the community is exempt from this section, under § 7026(c) of this title.

(2) A party acquiring an interest in a manufactured home community, and title insurance companies and attorneys preparing, furnishing, or examining any evidence of title, have the right to rely on the truth and accuracy of all statements appearing in an affidavit recorded under this section and are under no obligation to inquire further as to any matter or fact relating to the community owner’s compliance with the provisions of this subchapter IV of this chapter.

74 Del. Laws, c. 35, §  2;  70 Del. Laws, c. 186, §  1;  76 Del. Laws, c. 336, §  1;  77 Del. Laws, c. 238, §§  2-20;  79 Del. Laws, c. 330, §  1;  82 Del. Laws, c. 38, § 32;