COLORADO COURT OF APPEALS                                          2016COA152


Court of Appeals No. 15CA0918
City and County of Denver District Court No. 13CV32699
Honorable Catherine A. Lemon, Judge


Perfect Place, a Colorado limited liability company,

Plaintiff-Appellant and Cross-Appellee,

v.

R. Parker Semler,

Defendant-Appellee and Cross-Appellant.


            JUDGMENT AFFIRMED IN PART, REVERSED IN PART,
                AND CASE REMANDED WITH DIRECTIONS

                                 Division V
                         Opinion by JUDGE FREYRE
                      Román and Lichtenstein, JJ., concur

                          Announced October 20, 2016


Podoll & Podoll, P.C., Richard B. Podoll, Robert C. Podoll, Robert A. Kitsmiller,
Greenwood Village, Colorado, for Plaintiff-Appellant

Semler & Associates, P.C., R. Parker Semler, Andrew Oh-Willeke, Jeremy
Goldblatt, Denver, Colorado, for Defendant and Cross-Appellee
¶1    In this case, we are asked to decide a matter of first

 impression — whether § 38-33.3-213, C.R.S. 2016, of the Colorado

 Common Interest Ownership Act (CCIOA), pertaining to the

 subdivision of units, requires strict or substantial compliance. We

 conclude, consistent with the statutory language and the purposes

 of CCIOA, that substantial compliance is required.

¶2    In this quiet title action, plaintiff, Perfect Place, LLC, (a

 member of the Blake Street homeowner’s association) appeals the

 trial court’s judgment finding that defendant, R. Parker Semler,

 owns parking spaces C and D in the 1940 Blake Street

 Condominium (Blake Street) property.1 Semler cross-appeals the

 court’s equitable enlargement of the historical dimensions of

 parking space E and its corresponding decrease in the size of

 parking space D. He also seeks an award of attorney fees under

 CCIOA. We affirm the trial courts finding that the parking spaces

 were properly subdivided and that Semler owns spaces C and D.

 However, because we conclude that the trial court erred when it


 1Nathan and Kari Peters were also named as defendants in the
 original complaint. They reached a settlement with Perfect Place
 concerning space E before trial.
                                     1
 adjusted the size of space E, and because we conclude the court

 erred when it denied Semler’s motion for attorney fees, we reverse

 in part, and remand the case for further proceedings.

                         I.     Background

¶3    This case arises from a quiet title action in which Perfect Place

 asserted ownership of three parking spaces in the Blake Street

 property. In 2000, Blake Street bought a mixed use residential and

 commercial building and recorded a written declaration subjecting

 the property to the provisions of CCIOA. Thereafter, Blake Street

 sold a majority interest in the building to Quail Street Company,

 LLC (Quail Street). Quail Street’s principal and sole shareholder

 was John Watson. Watson owned the majority of the building for

 several years and made multiple changes to it, including

 subdividing the garage into three individual parking spaces (C, D,

 and E) by painting yellow dividing lines on the garage wall. Spaces

 C and D were full-sized parking spaces and accommodated normal-

 sized vehicles. Space E was smaller and was only able to

 accommodate a motorcycle or a very small car.

¶4    Over time, Watson sold the individual parking spaces (as part

 of condominium units) to different buyers, who subsequently sold

                                   2
 or mortgaged the spaces. Through the years, the City and County

 of Denver taxed each space individually, the Blake Street

 homeowners association separately assessed dues for each space,

 and title insurance companies separately insured the spaces during

 subsequent title transfers.

¶5      The subsequent title transfers are set forth in detail in

 Appendices 1 and 2. As relevant here, Semler claimed title to space

 C from a 2007 foreclosure proceeding in which he paid $641,0002

 during the redemption period and obtained a deed in lieu of

 foreclosure. Semler claimed title to space D through a different

 foreclosure proceeding in which he obtained a deed in lieu of

 foreclosure from the record owner.

¶6      In 2010, the association’s attorney notified Semler and Perfect

 Place of clouded title concerning spaces D and E. Thereafter,

 Semler paid more than $35,000 for a quitclaim deed from the

 former record owner of space D and recorded that deed in 2012. He

 claimed title to space E from a different deed in lieu of foreclosure

 that stemmed from an unlawful conveyance and that became part

 of the same 2007 foreclosure proceeding. See infra Part IV.

 2   This amount included a condominium unit.
                                     3
¶7     Perfect Place claimed title to all three spaces from a 2011

  quitclaim deed it received from Watson.3 After receiving notice of

  title problems with spaces D and E, Perfect Place paid Watson ten

  dollars for the 2011 quitclaim deed and promptly recorded it.

¶8     Perfect Place also claimed title to spaces D and E from a series

  of conveyances originating from a wild deed, see infra Part IV. It

  paid ten dollars to Newtown Ten for a quitclaim deed purporting to

  convey spaces “D and/or E.”

¶9     Perfect Place brought this quiet title action asserting superior

  title to all three spaces based on the 2011 quitclaim deed. It further

  alleged that all previous conveyances of the spaces were invalid

  because Watson had never properly subdivided the garage in

  accordance with the provisions of CCIOA.

¶ 10   Semler contended that Watson properly subdivided the garage,

  that Perfect Place obtained the 2011 quitclaim deed from Watson

  through fraudulent misrepresentations, and that Perfect Place was

  not a bona fide purchaser for value because it only paid ten dollars

  for the 2011 quitclaim deed.

  3 In 2013, Watson signed a new quitclaim deed to correct errors in
  the 2011 deed. We refer to the 2011 deed as the one purportedly
  conveying title and the 2013 deed as the correction deed.
                                    4
                        A.    Trial Court’s Order

¶ 11   After a three-day hearing, the trial court found that Watson

  subdivided the garage unit into three separate parking spaces. It

  also found that Perfect Place procured the 2011 quitclaim deed by

  fraud, concealment, and unclean hands. The court therefore

  concluded that Semler was the rightful owner of spaces C and D.

¶ 12   Title to space E was resolved in favor of Perfect Place by

  agreement of the parties after Perfect Place reached a pretrial

  settlement with defendants Kari and Nathan Peters. Finding that

  the equities weighed in favor of Semler, the court ordered him to

  draft a proposed amendment to the Blake Street declaration,

  including a new map depicting the boundaries of the three spaces.

  It intended for Semler to record the amended map and to submit it

  to the homeowners association for inclusion in the Blake Street

  declaration.

                         B.    Post-Trial Orders

¶ 13   Pursuant to the trial court’s order, Semler submitted a

  proposed map allotting space C 132 square feet, space D 132

  square feet, and space E 90 square feet. In computing these

  dimensions, Semler relied on the historical boundaries of spaces C

                                    5
  and D and the dimensions of space E set forth in a recorded

  Parking Space Licensing Agreement negotiated between Perfect

  Place and Nathan and Kari Peters as a part of their pretrial

  settlement.

¶ 14   Perfect Place objected to Semler’s proposal and argued that

  “everyone understood that there were to be 3 parking spaces in the

  Parking Space Unit,” and that “[t]he map proposed by Semler would

  effectively prevent [it] from using parking space E as a parking

  space.” Perfect Place submitted its own proposed map that would

  “accommodate three cars” and that “properly indicated a large brick

  pillar between spaces C and D.” It also requested an evidentiary

  hearing.

¶ 15   The trial court began the hearing by noting that the weight of

  the trial evidence suggested that space E was a usable parking

  space for a small car, and that it intended, as an equitable matter,

  to create three usable parking spaces in order to avoid future

  litigation. After the hearing, the court found that space E had

  always been smaller than spaces C and D, and it again

  acknowledged that the balance of the equities weighed in favor of

  Semler. In its final order, however, the court adopted a map that

                                    6
  allotted space C 129 square feet, space D 114 square feet, and

  space E 122 square feet.

             II.     Propriety of Subdivision Under CCIOA

¶ 16   Perfect Place contends that the absence of a formal application

  to the association’s board describing a reapportionment of the

  common elements, as well as the absence of an amended

  declaration or condominium map that strictly complies with CCIOA,

  violates § 38-33.3-213. Perfect Place asserts that because CCIOA

  was violated, spaces C, D, and E were never properly subdivided

  and, instead, constitute a single unit as a matter of law. Semler

  contends that the trial court’s subdivision findings are factual

  findings that are supported by the record. We agree with Semler

  and conclude that Watson substantially complied with CCIOA when

  he subdivided the garage into three parking spaces.

¶ 17   After trial, the court found that one of two events occurred to

  subdivide the garage: (1) either the original declarant subdivided the

  garage when it filed the original declaration or (2) the first

  purchaser and majority unit holder, Watson, subdivided the garage

  into three spaces ─ C, D, and E ─ when he placed physical

  demarcation lines on the garage wall separately identifying each

                                      7
  space. It concluded that if Watson subdivided the units, his failure

  to comply with the technical requirements of § 38-33.3-213 did not

  “materially violate CCIOA,” because he substantially complied with

  the spirit and purpose of the law. The trial court reasoned that any

  other reading of the statute would elevate “form over substance.”

¶ 18   We conclude the record supports the trial court’s finding that

  Watson subdivided the garage into three separate parking spaces

  and that Watson substantially complied with the provisions of

  CCIOA when doing so. Because minor deficiencies should not

  render otherwise marketable title unmarketable, we further

  conclude that substantial compliance with the requirements of

  § 38-33.3-213 is sufficient to satisfy the application procedures for

  subdividing a unit. Finally, because we may affirm a trial court’s

  ruling on any grounds that are supported by the record, we need

  not address the trial court’s alternative finding that the original

  declarant subdivided the garage. See Rush Creek Sols., Inc. v. Ute

  Mountain Ute Tribe, 107 P.3d 402, 406 (Colo. App. 2004).

                      A.    Statutory Interpretation

¶ 19   We review issues of statutory construction de novo. See

  Gagne v. Gagne, 2014 COA 127, ¶ 25. We review a court’s factual

                                     8
  findings for clear error and defer to those findings unless they are

  not supported by the record. E-470 Pub. Highway Auth. v. 455 Co.,

  3 P.3d 18, 22 (Colo. 2000).

¶ 20    In interpreting a statute, our primary objective is to ascertain

  and effectuate the intent of the General Assembly. Specialty Rests.

  Corp. v. Nelson, 231 P.3d 393, 397 (Colo. 2010). “If the statutory

  language is clear, we interpret the statute according to its plain and

  ordinary meaning.” Id. We read words and phrases in context and

  construe them according to their common usages. Gagne, ¶ 25.

  We also interpret a statute in a way that best effectuates the

  purpose of the legislative scheme. Id. at ¶ 26. When construing a

  statute, we read and consider the statute as a whole and interpret it

  in a manner that gives consistent, harmonious, and sensible effect

  to all of its parts. Id.

¶ 21    “Not all directives and requirements declared in statute law

  should be understood to have equal force[;]” therefore, “[w]hether

  less than full compliance with particular provisions is permitted is

  an issue of statutory construction.” Wainscott v. Centura Health

  Corp., 2014 COA 105, ¶ 24 (quoting 3 Norman J. Singer & J.D.

  Shambie Singer, Sutherland Statutory Construction § 57:1, at 6

                                     9
  (7th ed. 2012)) (alteration omitted). Where the purposes of a

  statutory requirement are satisfied, substantial, rather than strict

  or absolute, compliance may be sufficient. See Finnie v. Jefferson

  Cty. Sch. Dist. R–1, 79 P.3d 1253, 1257-58 (Colo. 2003); Meyer v.

  Lamm, 846 P.2d 862, 876 (Colo. 1993); Woodsmall v. Reg’l Transp.

  Dist., 800 P.2d 63, 67-68 (Colo. 1990); Denver Classroom Teachers

  Ass’n v. City & Cty. of Denver Sch. Dist. No. 1, 2015 COA 71, ¶ 46.

¶ 22   In determining whether a particular statutory requirement has

  been satisfied, courts have imposed a degree of compliance

  consistent with the objective sought to be achieved by the

  legislation under consideration. Woodsmall, 800 P.2d at 67; see,

  e.g., People v. Stanley, 169 P.3d 258, 261 (Colo. App. 2007) (holding

  that substantial compliance is “actual compliance [with] respect to

  the substance essential to every reasonable objective of the statute,

  as distinguished from mere technical imperfections of form”

  (quoting People v. Jacobs, 729 P.2d 757, 763-64 (Cal. 1987))). If the

  statute requires only substantial compliance, a court must then

  consider whether “the allegedly complying acts fulfilled the statute’s

  purpose.” Grandote Golf & Country Club, LLC v. Town of La Veta,

  252 P.3d 1196, 1203 (Colo. App. 2011); see also Bd. of Cty.

                                    10
  Comm’rs v. City & Cty. of Denver, 193 Colo. 325, 327-30, 566 P.2d

  335, 337-38 (1977) (finding a statutory requirement that a map and

  a school board resolution accompany an annexation petition was

  substantially complied with where the map and resolution were

  available to the city council when it considered the petition).

                 B.    Substantial or Strict Compliance

¶ 23   In enacting CCIOA, the General Assembly intended a “clear,

  comprehensive, and uniform framework for the creation and

  operation of common interest communities.” § 38-33.3-102(1)(a),

  C.R.S. 2016. One of the principal purposes of CCIOA is to “promote

  effective and efficient property management through defined

  operational requirements that preserve flexibility for such

  homeowner associations.” § 38-33.3-102(1)(d) (emphasis added).

  The General Assembly intended most common interest communities

  to be bound by CCIOA and that developers have “flexible

  development rights with specific obligations within a uniform

  structure of development of a common interest community.” § 38-

  33.3-102(1)(c) (emphasis added).

¶ 24   While one goal of CCIOA is uniformity, the General Assembly

  has balanced that goal against the goal of flexibility, indicating that

                                     11
  a rigid or strict interpretation is not favored. For example,

  § 38-33.3-203(4), C.R.S. 2016, states: “Title to a unit and common

  elements is not rendered unmarketable or otherwise affected by

  reason of an insubstantial failure of the declaration to comply with

  this article. Whether a substantial failure impairs marketability is

  not affected by this article.” (Emphasis added.) Keeping these

  purposes in mind, we examine the plain language of § 38-33.3-213,

  which concerns subdividing units.

¶ 25   Section 38-33.3-213(1) provides that “[i]f the declaration

  expressly so permits, a unit may be subdivided into two or more

  units.”4 The remainder of § 38-33.3-213 sets forth the procedures a

  unit owner must follow to subdivide property:

            (2) In order to subdivide a unit, the unit owner
            of such unit, as the applicant, must submit an
            application to the executive board, which
            application shall be executed by such owner
            and shall include:

            (a) Evidence that the applicant of the proposed
            subdivision shall have complied with all
            building codes, fire codes, zoning codes,
            planned unit development requirements,
            master plans, and other applicable ordinances

  4 The parties do not dispute, and the admitted Blake Street
  declaration confirms, that subdivision by the first purchaser from
  the grantor is permitted.
                                    12
            or resolutions adopted and enforced by the
            local governing body and that the proposed
            subdivision does not violate the terms of any
            document evidencing a security interest
            encumbering the unit;

            (b) The proposed reallocation of interests, if
            any;

            (c) The proposed form for amendments to the
            declaration, including the plats or maps, as
            may be necessary to show the units which are
            created by the subdivision and their
            dimensions, and identifying numbers;

            (d) A deposit against attorney fees and costs
            which the association will incur in reviewing
            and effectuating the application, in an amount
            reasonably estimated by the executive board;
            and

            (e) Such other information as may be
            reasonably requested by the executive board.

            (3) No subdivision of units shall be effected
            without the necessary amendments to the
            declaration, plats, or maps, executed and
            recorded pursuant to section 38-33.3-217(3)
            and (5).

            (4) All costs and attorney fees incurred by the
            association as a result of an application shall
            be the sole obligation of the applicant.

  (Emphasis added.)

¶ 26   This language clearly requires an owner to submit an

  application to the executive board that includes evidence of


                                    13
  compliance with land use regulations, ordinances, and codes, and

  that includes amendments to the declaration and map clearly

  identifying the subdivided units.

¶ 27   While courts typically construe the terms “shall” and “must”

  as mandatory, these phrases are not dispositive in determining

  whether a statute requires substantial compliance. See, e.g.,

  Finnnie, 79 P.3d at 1256 (finding that, under Colorado’s

  governmental immunity statute § 24-10-109(3), C.R.S. 2016,

  requires only substantial compliance despite the plain language of

  “shall”); see also Woodsmall, 800 P.2d at 67 (concluding that for

  purposes of governmental immunity substantial compliance is

  appropriate where the legislative history indicates it did not intend

  strict compliance). Importantly, the phrases “shall” and “must” are

  juxtaposed with the phrases “may” and “if,” which indicates that

  other statutory procedures are merely discretionary. See A.S. v.

  People, 2013 CO 63, ¶ 21 (“[T]he legislature’s use of the term ‘may’

  is generally indicative of a grant of discretion or choice among

  alternatives.”); but see Ryan Ranch Cmty. Ass'n, Inc. v. Kelley, 2016

  CO 65, ¶ 42 (holding that where the statute contained the terms



                                      14
  “shall” and “must” together and contained no discretionary

  language, the provisions of CCIOA were considered mandatory).

¶ 28   Further, while the statute states that subdivision will not be

  effected without corresponding amendments to the declaration or

  the recorded map, it does not provide any consequence for

  noncompliance with its other provisions. This omission, therefore,

  suggests that the statutory language is discretionary rather than

  mandatory. See In re Marriage of Slowinski, 199 P.3d 48, 52 (Colo.

  App. 2008) (“The crucial difference between statutes considered

  discretionary and those deemed mandatory is the consequence of

  noncompliance.”). To be sure, the plain language of § 38-33.3-213

  indicates that to obtain a subdivision, an applicant “shall” submit

  an application to the board and amend the map or declaration.

  But, it is silent about whether a subdivision will be barred when an

  applicant fails to submit a formal written application or fails to

  strictly comply with its other provisions. Accordingly, we turn to

  other rules of statutory construction — including other provisions

  of CCIOA and its legislative history — to discern the General

  Assembly’s intent. See People v. Terry, 791 P.2d 374, 376 (Colo.

  1990) (“If the statutory language lends itself to alternative

                                     15
  constructions and its intended scope is unclear, a court may apply

  other rules of statutory construction and look to pertinent

  legislative history to determine which alternative construction is in

  accordance with the objective sought to be achieved by the

  legislation.”).

¶ 29    First, applying rules of statutory construction, we consider

  CCIOA as a whole. See also People v. Dist. Court, 713 P.2d 918, 921

  (Colo. 1986) (“To reasonably effectuate the legislative intent, a

  statute must be read and considered as a whole.”). In doing so, we

  discern that § 38-33.3-213 does not require consent of the unit

  owners when an applicant seeks to subdivide.

¶ 30    For example, under CCIOA, amendments to a declaration

  typically require the approval of at least fifty percent, but not more

  than sixty-seven percent, of the association members. See § 38-

  33.3-217(1)(a)(I), C.R.S. 2016. In contrast, § 38-33.3-213 is not

  subject to this voting requirement. This voting exception, therefore,

  indicates that an applicant’s authority to subdivide a unit comes

  not from the consent of the unit owners, but instead comes directly

  from the language of the declaration itself. Thus, the absence of

  this voting requirement shows that the purpose of submitting an

                                    16
  application to the board is to provide it with notice that a unit

  owner intends to exercise his or her authority to subdivide a unit in

  accordance with the declaration. It does not constitute a request

  for such authority.

¶ 31   Moreover, the application serves to assure the board that the

  subdivision complies with applicable laws and that it will be

  properly memorialized in the recorded map or declaration. Once

  recorded, the map then alerts title companies, taxing authorities,

  and other interested parties of the existence of the new unit.

¶ 32   Because § 38-33.3-213 serves the purpose of providing notice

  of an owner’s intent to subdivide a unit, we conclude the General

  Assembly intended for applicants to substantially comply with its

  provisions. See Wainscott, ¶ 44 (“[S]ubstantial compliance is well

  suited for a notice provision that is not jurisdictional.”). Moreover,

  to invalidate a subdivision because of a technical defect in the

  notice would elevate form over substance. See, e.g., id. at ¶ 43 (“A

  substantial compliance standard also effectuates the specific

  purpose of the statutory filing and notice requirements by elevating

  the functional effect of a hospital’s effort to provide notice over strict



                                     17
  adherence to formal details that may be immaterial under the

  circumstances.”).

¶ 33   This interpretation is consistent with the General Assembly’s

  purpose in enacting CCIOA. A written summary of the purposes for

  enacting CCIOA, prepared by the chair of the drafting committee,

  James Winokur, shows that the General Assembly did not intend

  rigid or hyper-technical interpretations of the statute. See

  Background and Summary of Basic Provisions, Hearings on H.B.

  1292 before the H. Judiciary Comm., 58th Gen. Assemb., 1st Sess.

  (Mar. 11, 1991) (report of James L. Winokur, Chair, CCIOA Drafting

  Committee). Instead, it aimed to avoid technical defects that would

  render title unmarketable. Id. Indeed, the purpose of § 38-33-213

  was to “establish reasonable procedures” that would act to simplify

  the existing law. Id.

¶ 34   Consistent with these legislative goals, the General Assembly

  incorporated the principles of equity and flexibility into CCIOA. See

  § 38-33.3-108, C.R.S. 2016 (permitting a court to supplement the

  statute with the principles of law and equity); Arrabelle at Vail

  Square Residential Condo. Ass’n, Inc. v. Arrabelle at Vail Square LLC,

  2016 COA 123, ¶ 60 (same); see also Restatement (Third) of Prop.:

                                    18
  Servitudes § 6.3 cmt. a (Am. Law Inst. 2000) (noting that, when

  interpreting statutes governing common interest communities, it is

  within a court’s equitable powers “to fashion remedies to correct

  mistakes and oversights and to protect the public interest”).

¶ 35   Thus, both the statutory scheme and the legislative history

  demonstrate that, while uniformity is important, statutory

  interpretations of CCIOA should give way to flexibility where strict

  adherence to provisions that create uniformity would render title

  unmarketable.

¶ 36   In sum, we conclude that the purpose of § 38-33.3-213 is to

  provide the board with notice that a unit owner is exercising his or

  her subdivision authority under the declaration. For the board to

  effectively consider an application, it must have adequate

  information to ensure compliance with land use laws, ordinances,

  and codes, as well as to ensure the applicant identifies a new unit

  in a recorded declaration, plat, or map. However, the absence of a

  specific consequence for strict noncompliance requires that the

  application be appropriately balanced against CCIOA’s broader

  goals of flexibility and marketability of title. Thus, the information

  required by the board to ensure compliance will vary depending on

                                    19
  the specific subdivision requested. To require strict compliance

  with the statute could lead to the unreasonable result of rendering

  title unmarketable because of a technical defect that was otherwise

  insignificant. Such an interpretation is disfavored and would

  contravene CCIOA’s goals. See Young v. Brighton Sch. Dist. 27J,

  2014 CO 32, ¶ 11 (“We will not adopt statutory constructions that

  defeat legislative intent or that lead to unreasonable or absurd

  results.”).

¶ 37    Accordingly, we conclude that because the statutory scheme

  and legislative history of CCIOA favor flexibility, and because an

  insubstantial failure to comply with technical requirements should

  not render title unmarketable, § 38-33.3-213 requires substantial

  rather than strict compliance with its provisions.

                            C.    Application

¶ 38    With these conclusions in mind, we address the degree of

  compliance necessary here. To determine whether there has

  been substantial compliance with a statute, we consider whether

  the allegedly complying acts fulfilled the statute’s purpose. Town of

  La Veta, 252 P.3d at 1203.



                                    20
¶ 39   Here, the trial court found that Watson substantially complied

  with the statute because, as the majority owner and board member

  of the homeowner’s association, any application for subdividing the

  garage would have been submitted to him for his approval. The

  trial court recognized that the declaration gave him the authority,

  as the first purchaser from the grantor, to subdivide the garage. It

  further noted that most of the provisions of § 38-33.3-213 were

  inapplicable to the subdivision of a unit creating parking spaces, as

  subdivision could be accomplished through the simple act of

  painting lines on the ground of the garage. The trial court found

  insubstantial errors in the declaration and reformed them to reflect

  the subdivision of the garage unit.

¶ 40   We conclude that Watson’s status as both property owner and

  majority-holding board member satisfies the application

  requirements of § 38-33.3-213(2) and that requiring more formal

  proof of an application would elevate form over substance. Thus,

  we reject Perfect Place’s argument that the absence of a formal

  application renders the subdivision void.

¶ 41   The record also shows that Watson painted dividing lines in

  the garage to establish three parking spaces. Because neither party

                                   21
  points to any building ordinance or law that Watson violated when

  he created the parking spaces, we assume Watson was on notice of,

  and considered whether painting the lines would comply with, all

  relevant laws. Thus, we conclude that § 38-33.3-213(2)(a) was

  satisfied.

¶ 42   Next, the record includes the declaration, which contains a

  subdivision of unit clause that provides for division of the common

  ownership “in the ratio that the square footage area of each new

  unit bears to the total square footage area of the original unit,”

  thereby demonstrating the proper allocation of interests. It further

  shows that the association assessed dues for each parking space

  based on the size and percentage ownership of each space in

  accordance with the declaration. This ongoing assessment of dues

  demonstrates that the association knew the size and percentage

  ownership of each space. Accordingly, we reject Perfect Place’s

  argument that the subdivision was nullified by the absence of an

  amendment reallocating interests under § 38-33.3-213(2)(b) and

  conclude this amendment would have served no purpose, given the

  clear formula in the declaration and the association’s ability to

  assess dues accordingly. See Westesen v. Olathe State Bank, 75

                                    22
  Colo. 340, 344, 225 P. 837, 839 (1924) (the law does not require

  performance of futile acts); Highlands Ranch Univ. Park, LLC v. Uno

  of Highlands Ranch, Inc., 129 P.3d 1020, 1024 (Colo. App. 2005)

  (same).

¶ 43   Next, we consider whether the recorded map complies with

  § 38-33.3-213(2)(c), which states that an amended map should

  indicate the dimensions of the newly created units “as may be

  necessary.” We note that the recorded map clearly shows the

  garage divided into three separate units and identifies them as C, D,

  and E. However, it does not show the dimensions of each parking

  space. While we acknowledge that the dimensions of each parking

  space should have been included in the map for clarity of

  ownership, we nevertheless conclude that, under the

  circumstances, this failure does not render the subdivision void.

  Indeed, numerous owners used the spaces without boundary issues

  for more than a decade. And, the map was sufficient for the

  association to assess dues for each space, for the City and County

  of Denver to tax each unit,5 and for title companies to provide title


  5The declaration provides that the declarant will advise the
  Assessor of the City and County of Denver of the condominium plan
                                    23
  insurance for transfers of ownership by general or special warranty

  deed. Accordingly, we conclude that the recorded map

  substantially complied with the requirements of § 38-33.3-213(2)(c)

  and that the subdivision was not barred by § 38-33.3-213(4).6

¶ 44   Because the record shows that Watson testified about his

  intention to subdivide the garage, that the declaration gave Watson

  the authority to subdivide the units, and that a map identifying the

  spaces was recorded consistent with his decision to subdivide the

  garage, we conclude that Watson substantially complied with the

  provisions of § 38-33.3-213. To allow Perfect Place to undo more

  than ten years of board-ratified action through a rigid interpretation

  of CCIOA would violate the purpose and the spirit of the statute.

  Absent evidence that Watson’s failure to comply with § 38-33.3-213

  was anything more than insubstantial, we conclude that he

  properly divided the garage into three separate parking spaces and

  affirm the trial court’s judgment.

  “so that each unit shall be deemed a separate parcel of real property
  and subject to separate assessment and taxation.”
  6 Because Perfect Place does not challenge compliance under § 38-

  33.3-213(2)(d) and (e), C.R.S. 2016, we need not address these
  provisions. See Flagstaff Enters. Constr. Inc. v. Snow, 908 P.2d
  1183, 1185 (Colo. App. 1995) (declining to address an issue not
  properly raised on appeal).
                                       24
                     III.        Equitable Remedies

¶ 45   Both parties assert that the trial court abused its discretion in

  crafting equitable relief. Perfect Place contends that the court

  abused its discretion when it (1) reformed the deeds of Watson and

  Quail Street to validly convey property; (2) found that Watson and

  Quail Street were alter egos; and (3) voided the 2011 quitclaim deed

  from Watson to Perfect Place by declaring it a fraudulent

  conveyance.

¶ 46   Semler contends the trial court abused its equitable discretion

  when it awarded twenty more inches to space E (and Perfect Place)

  because, in so doing, the court gave the party with unclean hands a

  benefit to the detriment of the party with clean hands. We conclude

  the trial court did not abuse its discretion in reforming the deeds or

  in voiding the fraudulent conveyance from Watson to Perfect Place.

  However, we conclude the court’s award of additional area to space

  E (and Perfect Place) was an abuse of discretion because this

  equitable remedy benefitted a party with unclean hands.

                            A.   Standard of Review

¶ 47   Actions to quiet title under C.R.C.P. 105 are equitable

  proceedings. See Keith v. Kinney, 961 P.2d 516, 518 (Colo. App.

                                      25
  1997). “[T]he power to fashion equitable remedies lies within the

  discretion of the trial court.” La Plata Med. Ctr. Assocs., Ltd. v.

  United Bank of Durango, 857 P.2d 410, 420 (Colo. 1993). A trial

  court’s discretion, however, is not unlimited. Lewis v. Lewis, 189

  P.3d 1134, 1141 (Colo. 2008), as modified on denial of reh’g (Aug.

  18, 2008). We review the trial court’s findings of fact for an abuse

  of discretion, but we review de novo whether the trial court

  “correctly understood the appropriate test [for the equitable

  remedy].” Id.

                          B.   Deed Reformation

¶ 48   Quiet title actions are governed by C.R.C.P. 105, which

  authorizes “[a]n action . . . brought for the purpose of obtaining a

  complete adjudication of the rights of all parties thereto, with

  respect to any real property and for damages, if any, for the

  withholding of possession.” C.R.C.P. 105(a). Such actions sound in

  equity and are governed by equitable principles. FDIC v. Mars, 821

  P.2d 826, 830 (Colo. App. 1991); Nielsen v. Woods, 687 P.2d 486,

  489 (Colo. App. 1984); see also Keith, 961 P.2d at 518 (“Actions to

  quiet title originated as claims in equity to invalidate claims adverse

  to the claimant.”). A court considering such a claim is tasked with

                                     26
  the equitable duty of “completely adjudicat[ing] the rights of all

  parties to the action claiming interests in the property” and has

  substantial discretion in performing this duty. Keith, 961 P.2d at

  519; Hildebrand v. Olinger, 689 P.2d 695, 697 (Colo. App. 1984).

¶ 49   In exercising its discretion, a trial court may be called upon to

  reform a deed to quiet title. When considering “whether the record

  supports [a] trial court’s order of reformation,” a reviewing court

  “must determine whether the record contains sufficient evidence of

  the parties’ intentions to permit reformation of [the written

  instrument].” Md. Cas. Co. v. Buckeye Gas Prods. Co., 797 P.2d 11,

  13 (Colo. 1990) (citing Page v. Clark, 197 Colo. 306, 313, 592 P.2d

  792, 796 (1979)); Page, 197 Colo. at 313, 592 P.2d at 796 (trial

  court’s factual findings must be upheld on appeal unless so clearly

  erroneous as to be unsupported by the record). “Reformation of a

  written instrument is appropriate only when the instrument does

  not represent the true agreement of the parties and the purpose of

  reformation is to give effect to the parties’ actual intentions.” Md.

  Cas. Co., 797 P.2d at 13.

¶ 50   “[M]utual mistake of fact is [one ground] for reformation,”

  provided that “the mutual mistake does not express the true intent

                                    27
  or agreement of the parties.” Segelke v. Kilmer, 145 Colo. 538, 543,

  360 P.2d 423, 426 (1961). “An essential prerequisite to a court’s

  power to reform a contract on the ground of mutual mistake is the

  existence of a prior agreement that represents the actual

  expectations of the parties and provides the basis upon which a

  court orders reformation.” Md. Cas. Co., 797 P.2d at 13; see also

  Segelke, 145 Colo. at 543, 360 P.2d at 426 (“[T]he alteration sought

  to be made . . . must be one to which the parties have earlier

  assented and which by mistake was either omitted or incorrectly set

  forth in the final instrument.”).

¶ 51   Here, because Watson treated himself and his business entity,

  Quail Street, as one, title was clouded without reformation of the

  deeds. Quail Street deeded parking spaces to Watson, who then

  conveyed them in the name of Quail Street to third parties. The

  court found, with record support, that because Watson was the sole

  shareholder of Quail Street, he inadvertently deeded parking spaces

  from Quail Street that should have been from him, and deeded

  spaces from him that should have been deeded from Quail Street.

  It also found that Watson relied on title companies to ensure that

  he was deeding the properties from the correct entity, and, thus,

                                      28
  any conveyance errors were inadvertent. Therefore, the trial court

  reformed the deeds from Watson and Quail Street to reflect

  transfers from the correct entity.

¶ 52   We discern no abuse of discretion. Consistent with the trial

  court’s actions, a division of this court has noted that a proper

  basis for reformation arises when both parties mistakenly believe

  that a deed identified the correct owner or grantor. See Ranch O,

  LLC v. Colo. Cattlemen’s Agric. Land Tr., 2015 COA 20, ¶¶ 17-21

  (holding that reformation of a conservation deed to reflect that the

  actual owner of the property, an LLC, was the grantor of the

  conservation easement was proper given that both parties

  “mistakenly believed that it correctly identified the grantor and that

  the grantor had the authority to convey the conservation

  easement”). Further, the trial court’s factual findings are supported

  by the record. Accordingly, because the record shows Watson

  mistakenly conveyed the parking spaces in his and Quail Streets’

  names, and because other parties could have reasonably believed

  he was the correct signor for either Quail Street or himself, the trial

  court did not abuse its discretion in reforming the deeds.

                             C.    Alter Egos

                                       29
¶ 53   Because we conclude that the trial court did not abuse its

  discretion in reforming the deeds based on a theory of mutual

  mistake, we need not address whether the court properly found

  Quail Street and Watson to be alter egos. See Blood v. Qwest Servs.

  Corp., 224 P.3d 301, 329 (Colo. App. 2009) (noting that the court of

  appeals can affirm on any grounds supported by the record).

                       D.   Deed Voided by Fraud

¶ 54   Perfect Place contends that the trial court abused its

  discretion by finding that the 2011 quitclaim deed from Watson to

  Perfect Place was an invalid instrument because its conveyance

  involved fraudulent misrepresentations. Specifically, Perfect Place

  contends that Semler lacks standing to challenge the validity of the

  2011 quitclaim deed, and further contends that even if it was

  procured by fraud, the deed would be voidable, not void, under the

  law. Semler responds that the record supports the trial court’s

  finding that Perfect Place’s attorney misrepresented the

  circumstances surrounding the 2011 quitclaim deed and, thus, that

  this deed is void.

¶ 55   For the reasons stated below, we conclude that the trial court

  properly voided the quitclaim deed by finding that the

                                   30
  circumstances surrounding the conveyance were fraudulent.

  Further, because this is a C.R.C.P. 105 proceeding, where the rights

  of all interested parties must be adjudicated, Semler has standing

  to assert that his title to the parking spaces is superior to Perfect

  Place’s title under the theory that Perfect Place’s title was procured

  by fraud.

                              1.    Standing

¶ 56   We first address Perfect Place’s standing argument and

  conclude that Perfect Place mistakenly confuses the trial court’s

  finding of a fraudulent conveyance with a finding of fraud. Indeed,

  Semler did not plead fraud, nor did the court enter judgment on or

  award damages for a claim of fraud. But he need not plead fraud in

  order to assert a legal right to the parking spaces that was superior

  to Perfect Place’s right. Under the circumstances here, Semler’s

  superior right was based on the theory that Perfect Place obtained

  title through a fraudulent conveyance, and the court was required,

  under C.R.C.P. 105(a), to fully adjudicate the rights of all interested

  parties. “Even if a counterclaim is not pled, or an issue is not

  raised in the pleadings but is apparent from the evidence, the court



                                     31
  should reach the issue to give full relief.” Keith, 961 P.2d at 519.

  Accordingly, we reject Perfect Place’s standing argument.

                       2.   Deed Voided for Fraud

¶ 57   Colorado courts have consistently recognized the important

  distinction between a void deed and a deed that is merely voidable.

  See Delsas v. Centex Home Equity Co., 186 P.3d 141, 144 (Colo.

  App. 2008); see also Upson v. Goodland State Bank & Tr. Co., 823

  P.2d 704, 705 (Colo. 1992); Svanidze v. Kirkendall, 169 P.3d 262,

  266 (Colo. App. 2007). “A void deed is a nullity . . . from the

  beginning, for any purpose” and “does not, and cannot, convey title,

  even if recorded.” Delsas, 186 P.3d at 144. “In contrast, a voidable

  deed conveys property and creates legal title unless, and until, it is

  set aside by the court.” Id. Thus, a good faith purchaser asserting

  an ownership interest under a voidable deed will be protected. Id.

¶ 58   In Colorado, a deed procured by “fraud in the factum” is void.

  Id. “Fraud in the factum” exists when “a person has been

  fraudulently deceived about the nature of a document, so that he or

  she is excusably ignorant about what has been signed.” Id. (citation

  omitted). Compare id. at 145 (finding a material issue of fact

  existed about whether a warranty deed was void for “fraud in the

                                    32
  factum” where the grantees “took advantage of [the grantor’s] . . .

  incapacity and misled him about the nature of the warranty deed to

  the point that he was ignorant about what he had signed”), with

  Deutsche Bank Tr. Co. Ams. v. Samora, 2013 COA 81, ¶¶ 44-46

  (refusing to find “fraud in the factum” where a grantee understood

  that the document she signed was a warranty deed and, thus, was

  not excusably ignorant about the nature of the document, but

  believed the grantor’s fraudulent misrepresentations about how the

  deed would be used). Unlike other types of fraud, “fraud in the

  factum” yields an instrument that is void, not merely voidable.

  Delsas, 186 P.3d at 144.

¶ 59   Here, the record supports the trial court’s finding that the

  2011 quitclaim deed from Watson to Perfect Place was a fraudulent

  conveyance. Watson believed that the quitclaim deed merely

  corrected a technical defect in title from an earlier conveyance and

  told Perfect Place’s attorney, “I don’t own anything there. I haven’t

  for years. I sold it all a long time ago.”

¶ 60   Additionally, Perfect Place’s attorney fostered Watson’s belief

  that the deed was intended only to correct technical defects by

  representing that Perfect Place lawfully owned all three parking

                                      33
  spaces when he knew title problems existed. Moreover, when

  Watson asked to see the title commitments before signing the deed,

  Perfect Place’s attorney said he was reluctant to send them because

  they contained issues of other owners. Watson confirmed that he

  would not have signed the 2011 quitclaim deed if he had known

  that Perfect Place did not have a valid claim to the parking spaces.

¶ 61   Accordingly, we conclude the record supports the trial court’s

  finding that the quitclaim deed was obtained by fraud and

  specifically by “fraud in the factum.” Because a deed obtained by

  “fraud in the factum” is void, Delsas, 186 P.3d at 144, we need not

  address the distinction between a void and a voidable deed and,

  therefore, affirm the court’s finding of a fraudulent conveyance.

                E.   Amendment of the Declaration Map

¶ 62   Semler contends that the trial court abused its discretion

  when it increased the size of space E at the expense of his space D,

  thereby benefitting Perfect Place, a party it had found to have

  unclean hands. We agree and conclude that although the court

  retains broad discretion in determining matters of equity, it may not

  award equitable relief to benefit a party with unclean hands.

                          1.   Unclean Hands

                                   34
¶ 63   A party requesting equitable relief must do so with clean

  hands. Salzman v. Bachrach, 996 P.2d 1263, 1269 (Colo. 2000).

  Conversely, a party requesting equitable relief may raise unclean

  hands as a defense to equitable remedies. Wilson v. Prentiss, 140

  P.3d 288, 293 (Colo. App. 2006). Whether the doctrine applies is

  within the discretion of the trial court. Hildebrand, 689 P.2d at

  697; see also Prentiss, 140 P.3d at 293. The clean hands doctrine

  is informed by public policy and is thus intended to protect the

  integrity of the court. Premier Farm Credit, PCA v. W-Cattle, LLC,

  155 P.3d 504, 520 (Colo. App. 2006). Thus, Colorado law adheres

  to the maxim that “equity refuses to lend its aid to a party who has

  been guilty of unconscionable conduct in the subject matter in

  litigation.” Id. at 519 (emphasis added) (citation omitted).

¶ 64   Whether a party acted with unclean hands is a question of

  fact. Id. at 520. Because equitable matters are entirely

  discretionary, it is within the trial court’s discretion not only to

  determine whether sufficient facts support a finding of unclean

  hands, but also to decide whether to grant equitable relief. Id.

  Accordingly, the court’s decision whether to invoke the unclean

  hands doctrine is reviewed for an abuse of discretion. See id. A

                                     35
  trial court abuses its discretion if its decision is manifestly

  unreasonable, arbitrary, or unfair. See Schneider v. Drake, 44 P.3d

  256, 261 (Colo. App. 2001). In assessing whether a court abused

  its discretion, a reviewing court must consider whether the trial

  court’s decision fell within in a range of reasonable options. E-470

  Pub. Highway Auth. v. Revenig, 140 P.3d 227, 230-31 (Colo. App.

  2006).

                               2.    Analysis

¶ 65   As noted, C.R.C.P. 105 requires the trial court to adjudicate all

  matters and afford the parties complete relief. Thus, a trial court

  may properly amend boundaries in a declaration map as part of its

  equitable power under this rule. Here, however, the trial court

  explicitly found that Perfect Place came to court with unclean hands

  concerning its claim to the parking spaces, including space E. This

  finding, therefore, precluded the court not only from adding square

  footage to space E, but also from removing square footage from

  space D. Accordingly, the trial court’s amendment resulted in

  bestowing an unfair benefit to Perfect Place, the party with unclean

  hands, and an unfair detriment to Semler, contrary to law. See

  Salzman, 996 P.2d at 1269 (finding that a party’s unclean hands

                                     36
  should limit his relief unless the other party benefitted more from

  the deception).

¶ 66   The trial court’s amendment of the map was also manifestly

  unreasonable. The record demonstrates that space E had always

  been a smaller space than spaces C and D. Indeed, Watson

  testified that space E was “exceptionally small,” and “motorcycle

  width.” The trial court noted that space E should be smaller than

  spaces C and D, not only based on the historical boundaries, but

  also based on its finding that the balance of equities weighed in

  favor of Semler. Yet, inexplicably, it adopted dimensions contrary

  to these findings that resulted in space E receiving thirty-two

  square feet more space than it was originally allotted and space D

  receiving eighteen square feet less space than it was originally

  allotted. The trial court’s amendment contradicted its findings and

  was therefore manifestly unreasonable.

¶ 67   Finally, the trial court’s establishment of the parking space

  boundary lines was arbitrary. The record reflects that as early as

  2002, painted lines marked the boundaries between each parking

  space. Indeed, the trial court found that “Watson went to the

  parking garage and physically marked off the separate parking

                                    37
  spaces which are still discernible today.” We acknowledge that the

  record is unclear concerning the precise historical boundaries of the

  spaces. However, the trial court’s finding that the original

  boundaries were still visible, coupled with its finding that space E

  was always smaller than spaces C and D, compels us to conclude

  that the map’s current dimensions are not supported by the record

  and are therefore arbitrary.7

¶ 68   Accordingly, we conclude that while the trial court had broad

  discretion to order equitable relief, it abused its discretion when it

  amended the map in favor of the party with unclean hands and

  when it adopted boundaries contrary to the evidence in the record.

  We reverse the trial court’s boundary findings and remand the case

  for redetermination of the boundary lines consistent with their

  historical dimensions.

                    IV.     Resulting Chain of Title

¶ 69   Both Perfect Place and Semler claim superior title to the

  parking spaces. Thus, we review the chain of title to each space


  7 We also note that the dimensions for space E in the recorded
  “Parking Space Lease Agreement” executed between Perfect Place
  and Nathan and Kari Peters are smaller than those in the map the
  trial court adopted in its final order.
                                     38
  based on the deeds in the record, including the trial court’s

  reformations.

                   A.    Standard of Review and Law

¶ 70   Interpretation of a written document presents a question of

  law subject to de novo review. See Bolser v. Bd. of Comm’rs, 100

  P.3d 51, 53 (Colo. App. 2004); Collins v. Colo. Mountain Coll., 56

  P.3d 1132, 1135 (Colo. App. 2002). In construing a deed, a court’s

  paramount purpose is to ascertain the parties’ intent. Notch

  Mountain Corp. v. Elliott, 898 P.2d 550, 557 (Colo. 1995). “We must

  not ascertain intent from ‘portions presented in isolated sentences

  and clauses,’ but from the deed as a whole.” Michaelson v.

  Michaelson, 939 P.2d 835, 839 (Colo. 1997) (quoting Notch Mountain

  Corp., 898 P.2d at 557); see Percifield v. Rosa, 122 Colo. 167, 177,

  220 P.2d 546, 551 (1950); Bolser, 100 P.3d at 53.

¶ 71   The plaintiff in a quiet title action has the burden of

  establishing title superior to that claimed by the defendant. Hutson

  v. Agric. Ditch & Reservoir Co., 723 P.2d 736, 738 (Colo. 1986); see

  also Hinojos v. Lohmann, 182 P.3d 692, 697 (Colo. App. 2008).

  Thus, the plaintiff may not capitalize on the weakness of the

  defendant's claim to title, but can only succeed by establishing the

                                    39
  strength of his or her own claim to title. Sch. Dist. No. Six v.

  Russell, 156 Colo. 75, 82, 396 P.2d 929, 932 (1964); Fastenau v.

  Engel, 129 Colo. 440, 443-45, 270 P.2d 1019, 1020-21 (1954).

  Accordingly, if the facts fail to show that the plaintiff has title, he or

  she may not attack the sufficiency of the evidence on which the

  court adjudged title to be in the defendant. Hinojos, 182 P.3d at

  697.

                           B.    Parking Space C

¶ 72     Watson or Quail Street first conveyed spaces C and D to Aspen

  Equestrian for valuable consideration in a warranty deed recorded

  on July 24, 2004. Aspen Equestrian conveyed space C to Corey

  Salankey by a special warranty deed recorded on July 28, 2006.

  The public trustee foreclosed on space C on October 16, 2007.

  During the redemption period, Semler paid the balance of

  Salankey’s loan and received title to space C on January 20, 2008.

  The record does not reflect any subsequent conveyance of space C.

  See infra Appendix 1.

                           C.    Parking Space D

¶ 73     Aspen Equestrian conveyed space D to Shanoah Blake by a

  special warranty deed recorded on September 27, 2006. Blake

                                      40
  conveyed space D to Semler in a deed in lieu of foreclosure and in a

  quitclaim deed recorded on August 12, 2012.

¶ 74   In a wild deed,8 Jay Weinberg purported to convey space D to

  Trend Investments in a special warranty deed recorded on March

  13, 2009. Weinberg was the principal and sole shareholder of

  Trend Investments. On the same day, Trend Investments conveyed

  space D to Newtown Ten (of which Weinberg was the principal and

  sole shareholder) by special warranty deed. However, the deed

  recorded on March 19, 2009, purported to convey space “D and/or

  E” to Perfect Place (from Newtown Ten) by a quitclaim deed for ten

  dollars consideration. See infra Appendix 2.

¶ 75   We conclude that Semler’s title to space D is superior to

  Perfect Place’s title for three reasons. First, Perfect Place’s title

  stems from a wild deed beginning with Weinberg, who thereafter

  conveyed title to two entities he owned before finally conveying title

  to Perfect Place. Second, Perfect Place’s receipt of a quitclaim deed

  for ten dollars called into question Perfect Place’s status as a bona

  fide purchaser for value. See In re Marriage of Allen, 724 P.2d 651,

  8See Ranch O, LLC v. Colo. Cattlemen’s Agric. Land Tr., 2015 COA
  20, ¶¶ 29-32 (stating that a wild deed is “a deed in which the
  grantor was a stranger to title”).
                                      41
  659 (Colo. 1986) (holding that to become a bona fide purchaser a

  party must also give adequate consideration, or value, to gain legal

  and equitable title). Finally, Perfect Place was not a bona fide

  purchaser because it had constructive notice, through Blake’s

  recorded 2006 deed, that Newtown Ten had no legal title to space D.

  See Ranch O, LLC, ¶ 30 (stating that the purpose of Colorado’s race-

  notice statute is “to protect purchasers of real property against the

  risk of prior secret conveyances by the seller and to allow a

  purchaser to rely on the title as it appears of record”); see also

  Franklin Bank, N.A. v. Bowling, 74 P.3d 308, 313 (Colo. 2003)

  (“When a party properly records his interest in property with the

  appropriate clerk and recorder, he constructively notifies ‘all the

  world’ as to his claim.”).

¶ 76   In contrast, Semler received title to space D directly from

  Blake’s recorded deed and had no notice of either Trend

  Investments’ or Newtown Ten’s conveyances to Perfect Place.

  Collins v. Scott, 943 P.2d 20, 22 (Colo. App. 1996) (holding that

  recording a deed is “notice only to those persons claiming under the

  same chain of title who are bound to search for it” and that

  “[d]ocuments outside the chain of title provide no notice unless a

                                     42
  possible irregularity appears in the record which indicates the

  existence of some outside interest by which the title may be

  affected”). Further, unlike Perfect Place, Semler paid valuable

  consideration for his deed, making him a bona fide purchaser for

  value. Accordingly, we conclude that Semler’s title to space D is

  superior to Perfect Place’s title. Guar. Bank & Tr. Co. v. LaSalle Nat’l

  Bank Ass’n, 111 P.3d 521, 523 (Colo. App. 2004) (noting that

  Colorado’s recording statute will “protect bona fide purchasers

  without notice, or anyone who in good faith and without notice of a

  prior unrecorded deed or other instrument acquires a lien or

  encumbrance on the same tract of land”).

                          D.    Parking Space E

¶ 77   While neither party explicitly challenges Perfect Place’s

  ownership of space E, we note that some of our findings necessarily

  affect space E’s title. As previously discussed, the trial court found

  that the 2011 quitclaim deed did not validly convey title in space E

  to Perfect Place. Rather, the trial court found that Perfect Place

  owned space E by an agreement of the parties that was based on a

  pretrial settlement between Perfect Place and Nathan and Kari



                                    43
  Peters.9 Thus, we do not address space E’s chain of title here.

  Because the legality of space E’s ownership is not before us, this

  opinion should not be construed as approving ownership of space E

  in any party.

                         V.      Attorney Fees

¶ 78   Semler requests attorney fees on appeal and contends the trial

  court erred when it denied his motion for attorney fees and costs at

  trial. Perfect Place contends that Semler is not entitled to attorney

  fees because it did not bring this action under CCIOA. We conclude

  that Semler should be awarded trial and appellate attorney fees

  because he was required to “defend” his title under the provisions of

  CCIOA.

¶ 79   Section 38-33.3-123(1)(c), C.R.S. 2016, provides:

            In any civil action to enforce or defend the
            provisions of this article or of the declaration,

  9 We note that parties cannot stipulate to ownership of property to
  which they have no valid title. In re Estate of Masden, 24 P.3d 634,
  636 (Colo. App. 2001) (finding that a stipulation between parties
  will not resolve an ownership dispute if all parties with an
  ownership interest have not received notice and an opportunity to
  participate); see also Dillon, Read & Co. v. United States, 875 F.2d
  293, 300 (Fed. Cir. 1989) (“The parties are free to stipulate to
  whatever facts they wish, except they may not stipulate to facts
  known to be fictitious. The trial court has a duty to reject
  stipulations which are demonstrably false.”).
                                    44
               bylaws, articles, or rules and regulations, the
               court shall award reasonable attorney fees,
               costs, and costs of collection to the prevailing
               party.


  (Emphasis added.) Thus, under this statute, a prevailing party in a

  CCIOA dispute is entitled to attorney fees. See Hallmark Bldg. Co.

  v. Westland Meadows Owners Ass’n, Inc., 983 P.2d 170, 174 (Colo.

  App. 1999).


¶ 80      Both in the trial court and on appeal, Perfect Place argued that

  the garage was not properly subdivided under the provisions of

  CCIOA and, thus, that Semler never received valid title to the

  parking spaces. Semler was required, therefore, to defend his title

  under CCIOA. Because we conclude that the garage was properly

  subdivided under § 38-33.3-213, we award Semler reasonable

  attorney fees as the prevailing party. Id. (holding that a prevailing

  party in a case involving both CCIOA claims and other statutory

  claims for relief was entitled to attorney fees under

  § 38-33.3-123(1)). The case is remanded to determine and award

  Semler his reasonable trial and appellate attorney fees. See C.A.R.

  39.1.


                                      45
                         VI.     Conclusion

¶ 81   We affirm the trial court’s judgment quieting title to spaces C

  and D in Semler. We reverse the trial court’s judgment adjusting

  the boundaries of spaces D and E. We remand the case for further

  proceedings under C.R.C.P. 105 with respect to space E and direct

  the trial court to return the boundaries of spaces D and E to their

  historical dimensions. We also direct the trial court on remand to

  determine and award Semler his reasonable trial and appellate

  attorney fees.

       JUDGE ROMÁN and JUDGE LICHTENSTEIN concur.




                                   46
APPENDIX 1
C’s Chain of Title
                                           March 31, 2000                March 1, 2002
                   1940 Blake              Quail Street Co.              John Watson
                   Street Corp.            Spaces C,D,E                    Space C
                                              For Value           As
                                                                         Quitclaim Deed
                                                              reformed       for $0


- - - - = Court
Reformation

Unless
otherwise
noted, dates
reflect the date                             July 26, 2004
the deed was
                                             Aspen Equest.
recorded, not
the date the                                    Space C
deed was                                     Warranty Deed
                                                                               Sept. 15, 2006
executed.                                      For Value                      Corey Salankey
                                                                                  Space C
                         Oct. 19, 2007                                         Special Warranty
                         Public Trustee                                           For Value
                           Space C
                          Certificate of
                            Purchase
                          (foreclosure)




                                             Jan. 30, 2008                      Jan. 30, 2008
                                             Parker Selmer                      Parker Selmer
                                             Redemption of                        Deed from
                                              Foreclosure                        Redemption
                                               Space C                            Space C
                                               For Value
March 31, 2000
                                      Deeds Outside of C’s           July 26, 2004
Quail Street Co.                         Chain of title              Aspen Equest.
Spaces C,D,E                                                           Space C
   For Value                                                         Warranty Deed
                                                                       For Value




June 14, 2011
 Perfect Place
  Space C                                        Oct. 21, 2013
Quitclaim Deed                                (Executed 8/24/12)
                                                 Parker Semler      Oct. 12, 2006
    for $10
                                                                   Shanoah Blake.
                                                  Space C
                                               Deed in Lieu of        Space C
                                               Foreclosure For     Special Warranty
                                                Value and a              Deed
                                               Quitclaim Deed         For Value
                                                   For $10


                      June 5, 2013
                      Perfect Place
                        Space C
                     Quitclaim Deed
                         for $10




A shaded space indicates an invalid
conveyance
APPENDIX 2
D’s Chain of Title
                                     March 31, 2000
                                     Quail Street Co.              March 1, 2002
                   1940 Blake                                      John Watson
                                      Spaces C, D,
                   Street Corp.                                      Space D
                                         and E                     Quitclaim Deed
                                        For Value           As
                                                        reformed       for $0




- - - - = Court
Reformation
                                      July 26, 2004
Unless                                Aspen Equest.
otherwise                               Space D
noted, dates                          Warranty Deed
reflect the date                        For Value
the deed was
recorded, not
the date the
deed was
executed.
                                                                     Oct. 21, 2013
                                                                   (executed August
                                   Oct. 12, 2006                       24, 2012)
                                  Shanoah Blake.                     Parker Semler
                                     Space D                           Space D
                                  Special Warranty                  Deed in Lieu of
                                        Deed                        Foreclosure For
                                     For Value                       Value and a
                                                                    Quitclaim Deed
                                                                        For $10
March 31, 2000                         Deeds Outside of D’s               Jay Weinberg
Quail Street Co.                          Chain of title              Note: No prior deed in
Spaces C, D,                                                         the record conveys him
   and E                                                                   ownership.
   For Value




June 14, 2011
 Perfect Place
   Space D                                                              March 26, 2009
Quitclaim Deed                                   March 31, 2009
                                                 (executed 3/13)        (executed 3/13)
    for $10                                                            Trend Investments
                                                  NewTown Ten
                                                    Space E                Space D
                                                (crossed out D and   Special Warranty Deed
                                                   handwrote E)             For $10
                                                   Quitclaim $10




                       June 5, 2013
                       Perfect Place
                         Space D
                      Quitclaim Deed
                          for $10                                         March 26, 2009
                                                 March 13, 2009           (Executed 3/13)
                                                  Perfect Place            NewTown Ten
                                               Space D and/or E              Space D
                                                 Quitclaim Deed       Special Warranty Deed
                                                    For $10                 For Value
 A shaded space indicates an invalid
 conveyance
