I. Introduction

Monthly dues are among the most common sources of disputes in Philippine condominium corporations, homeowners’ associations, subdivision associations, and similar property management bodies. Owners and residents often ask whether an association may increase dues, how much notice is required, whether approval of members is necessary, and what remedies are available when an increase appears excessive, arbitrary, or irregular.

In the Philippine setting, the answer depends on the nature of the property regime. A condominium is primarily governed by the Condominium Act, the Revised Corporation Code, the condominium’s master deed, declaration of restrictions, articles of incorporation, by-laws, and board or membership resolutions. A subdivision, village, or homeowners’ association is primarily governed by Republic Act No. 9904, or the Magna Carta for Homeowners and Homeowners’ Associations, its implementing rules, the association’s articles, by-laws, deed restrictions, and applicable HLURB/DHSUD rules.

Although the specific rules vary, the general principle is the same: monthly dues may be increased only if the increase is authorized by the association’s governing documents, approved through the proper procedure, imposed for legitimate association purposes, and applied fairly.

II. What Are Monthly Dues?

Monthly dues are recurring assessments collected from members, unit owners, lot owners, or homeowners to fund the common expenses of the community. They are not ordinary rent. They are contributions to the cost of maintaining, operating, preserving, securing, and administering common areas, shared facilities, and association services.

Typical uses include:

security services;
janitorial and sanitation services;
garbage collection;
maintenance of elevators, pumps, generators, gates, roads, lights, gardens, swimming pools, clubhouses, and other common facilities;
payment of common utilities;
salaries of property managers, administrative staff, guards, maintenance personnel, and other service providers;
insurance for common areas;
repairs and replacements;
legal, accounting, audit, and professional fees;
taxes, permits, and regulatory fees related to common property;
reserve funds or sinking funds for future major repairs and capital expenditures.

In a condominium, these are usually called condominium dues, association dues, common area dues, or common expense assessments. In a homeowners’ association, they may be called monthly dues, membership dues, association dues, or assessments.

III. Legal Basis for Charging Monthly Dues

A. Condominium Corporations

A condominium corporation exists to hold title to, manage, or administer the common areas of the condominium project. Unit owners normally become members of the condominium corporation. The obligation to pay dues usually arises from the master deed, declaration of restrictions, articles of incorporation, by-laws, and rules adopted by the board or members.

The Condominium Act recognizes the condominium concept, where individual units may be separately owned while common areas are co-owned or administered for the benefit of all unit owners. Because common areas require maintenance and management, assessments are necessary.

The Revised Corporation Code also matters because many condominium corporations are non-stock corporations. Their boards of directors or trustees generally manage corporate affairs, subject to the articles, by-laws, and laws governing corporate powers, member rights, notices, meetings, voting, records, and fiduciary responsibilities.

B. Homeowners’ Associations

Homeowners’ associations are governed by RA 9904, the Magna Carta for Homeowners and Homeowners’ Associations. This law recognizes the right of homeowners’ associations to collect reasonable fees, dues, and assessments necessary for association purposes, subject to their by-laws, applicable rules, and the rights of members.

The law also recognizes members’ rights to participate in association governance, inspect records, be informed of association matters, and question irregular acts of officers or the association.

C. Contractual and Property-Based Obligations

The duty to pay dues is often contractual and property-based. A purchaser who buys a condominium unit or subdivision lot usually accepts the project’s restrictions and association rules. These restrictions commonly run with the property. Thus, even a buyer who later disagrees with the amount of dues may still be bound by the governing documents, provided the dues were validly imposed.

IV. Who Has Authority to Increase Monthly Dues?

The authority depends on the governing documents.

A. Board Authority

In many associations, the board of directors or trustees has authority to approve the annual budget and set or adjust monthly dues. This is common where the by-laws authorize the board to determine assessments needed to meet operating expenses.

If the by-laws clearly give this power to the board, a board-approved dues increase may be valid even without a separate vote of all members, unless the increase involves a matter reserved to the membership.

B. Membership Approval

Some governing documents require approval by the general membership for dues increases. Others require membership approval only for special assessments, capital expenditures, borrowing, amendments to restrictions, or increases beyond a certain threshold.

Membership approval is especially important where:

the by-laws expressly require it;
the increase is extraordinary or substantial;
the increase is tied to a special project or capital improvement;
the association intends to amend the by-laws or restrictions;
the increase changes the method of allocation among members;
the board’s authority is unclear or limited.

C. Developer or Declarant Control

In newer condominium or subdivision projects, the developer may still control the association or condominium corporation during the turnover period. During this stage, disputes often arise because dues may be set or increased while the developer or its representatives still dominate the board.

Even during developer control, increases should be reasonable, documented, connected to actual common expenses, and consistent with governing documents and regulatory requirements. After turnover, the elected board or membership should review budgets, contracts, management fees, and prior assessments.

V. Must the By-Laws Allow an Increase?

Yes, as a practical rule, the increase should be traceable to authority in the by-laws, articles, restrictions, master deed, or applicable law. The board or association should not simply invent a new charge without a legal or contractual basis.

The governing documents usually contain provisions on:

regular dues;
special assessments;
common expenses;
reserve funds;
penalties and interest;
voting requirements;
notice requirements;
collection remedies;
lien rights;
member obligations.

Before challenging or approving an increase, the first documents to examine are the by-laws, master deed, declaration of restrictions, articles of incorporation, and prior resolutions.

VI. Regular Dues vs. Special Assessments

A key distinction is between regular monthly dues and special assessments.

A. Regular Monthly Dues

Regular dues are recurring charges for ordinary operating expenses. They usually cover predictable costs such as security, maintenance, utilities, cleaning, salaries, management, and minor repairs.

A regular dues increase may be justified by inflation, higher labor costs, increased utility rates, new service contracts, higher maintenance costs, insurance premiums, regulatory compliance, or depletion of reserves.

B. Special Assessments

Special assessments are additional charges imposed for specific, non-recurring, unusual, or major expenses. Examples include major elevator replacement, roof repair, structural works, repainting, installation of new security systems, emergency repairs, flood control works, or payment of a large legal obligation.

Special assessments often require stricter approval than regular dues. Some by-laws require a vote of the members, especially if the amount is large or the project is a capital improvement rather than ordinary maintenance.

C. Reserve or Sinking Fund Contributions

Associations may also collect reserve fund contributions. These funds are intended for future major repairs and replacements. In well-managed properties, reserve funding is a normal part of responsible administration. However, the amount and purpose should be transparent and supported by budgets, engineering reports, reserve studies, or board resolutions.

VII. Is There a Legal Cap on Monthly Dues Increases?

Philippine law does not provide a single universal percentage cap applicable to all condominium corporations or homeowners’ associations. There is no general rule that dues may increase only by 5%, 10%, or any fixed percentage every year.

The lawful limit usually comes from:

the association’s by-laws;
the master deed or declaration of restrictions;
board authority;
membership approval requirements;
reasonableness;
due process;
proper corporate procedure;
transparency and good faith;
applicable DHSUD or regulatory rules for homeowners’ associations;
general principles of obligations, contracts, corporations, property, and abuse of rights.

Therefore, a 20% increase is not automatically illegal, and a 5% increase is not automatically valid. The question is whether the increase was properly authorized, reasonably supported, and validly imposed.

VIII. Standards for a Valid Increase

A valid increase in monthly dues should generally satisfy the following standards.

A. Legal Authority

The association must have authority under law and its governing documents to impose or increase the dues.

B. Proper Approval

The increase must be approved by the correct body: the board, the members, or both, depending on the documents.

C. Proper Notice

Members should receive proper notice of the meeting, resolution, budget, or implementation date, especially if the increase will be discussed or voted upon.

D. Quorum and Voting Compliance

If a meeting or vote is required, the association must comply with quorum and voting requirements.

E. Legitimate Purpose

The increase must be for legitimate common expenses or association purposes, not for personal benefit of officers, unauthorized projects, or arbitrary charges.

F. Reasonableness

The amount should be reasonable in light of actual or projected expenses. Associations should be able to show a budget, comparative costs, contracts, quotations, financial statements, or other support.

G. Equal and Fair Application

The increase should be applied according to the governing allocation formula. In condominiums, dues are often based on unit area, percentage interest, or another formula in the master deed or restrictions. In subdivisions, dues may be per lot, per household, per property classification, or according to the by-laws.

H. Transparency

Members should have access to financial information sufficient to understand why the increase is necessary.

I. Good Faith

The board must act in good faith, with due care, and in the interest of the association, not in bad faith, fraud, oppression, or self-dealing.

IX. Notice Requirements

There is no single notice period applicable to every dues increase. The applicable notice period usually comes from the by-laws, articles, board rules, or statute governing meetings.

However, good practice requires that members be informed before implementation. The notice should state:

the old rate;
the new rate;
the effective date;
the reason for the increase;
the approving body;
the date of the board or membership resolution;
the budget or expense items supporting the increase;
the consequences of non-payment;
where members may inspect supporting records.

If the increase requires a members’ meeting, the notice should also include the agenda item on the proposed dues increase. A vote taken without proper notice may be questioned.

X. Budget as the Basis for an Increase

A dues increase should ideally be tied to an annual budget. The budget should identify expected income and expenses, including:

security;
housekeeping;
landscaping;
elevator maintenance;
generator maintenance;
water system maintenance;
garbage collection;
insurance;
administrative salaries;
property management fees;
utilities for common areas;
repairs and maintenance;
legal and accounting expenses;
taxes and permits;
reserve fund allocation;
contingency funds.

The association should not simply announce an increase without showing the financial basis. A well-documented budget is often the strongest defense against claims that the increase is arbitrary.

XI. Member Rights to Financial Transparency

Members generally have the right to information about association finances. In homeowners’ associations, RA 9904 recognizes rights of members to inspect association books and records, subject to reasonable rules. In condominium corporations, members of non-stock corporations also have rights under corporate law and the corporation’s by-laws to inspect records and be informed of corporate affairs.

Members may request:

annual financial statements;
audited financial statements, if required;
budgets;
board resolutions;
minutes of meetings;
contracts with service providers;
quotations or bids;
collection reports;
delinquency reports, subject to privacy limits;
reserve fund balances;
bank account summaries;
management reports.

Associations may impose reasonable rules on inspection, but they should not use procedural barriers to conceal financial information.

XII. Can Members Refuse to Pay an Increase?

Members should be careful before refusing payment. Even if an increase is disputed, non-payment may result in penalties, interest, suspension of privileges, collection action, or liens, depending on the governing documents.

A safer approach is often to:

pay under protest;
send a written objection;
request documents supporting the increase;
ask for the board resolution or minutes;
demand a members’ meeting if allowed;
seek mediation or regulatory intervention;
file the appropriate complaint if necessary.

Payment under protest helps avoid delinquency while preserving the member’s objection.

XIII. What Makes an Increase Questionable or Invalid?

A dues increase may be questioned when:

the board had no authority to approve it;
membership approval was required but not obtained;
no quorum existed at the meeting;
notice was defective;
the increase was not included in the meeting agenda;
the association refused to disclose the budget or financial basis;
the amount is grossly excessive;
the increase funds unauthorized expenses;
the increase benefits officers, directors, trustees, the developer, or related parties;
the allocation formula violates the master deed or by-laws;
the increase discriminates among similarly situated members;
the increase is imposed retroactively without authority;
penalties are excessive or unauthorized;
the association failed to comply with regulatory requirements;
the increase was imposed by an improperly constituted board;
the board acted in bad faith or with conflict of interest.

XIV. Retroactive Increases

Retroactive dues increases are particularly sensitive. An association may have difficulty justifying an increase applied to past months unless the governing documents clearly allow it or the members validly approved it.

As a rule, dues increases should operate prospectively. Members should know what they are expected to pay before the charge accrues. Retroactive charges may be challenged as unfair, especially where no prior notice was given.

XV. Unequal or Differential Dues

Associations may sometimes charge different amounts to different members if the governing documents allow a reasonable classification. For example, larger condominium units may pay more because dues are based on floor area or percentage interest. Commercial units may pay differently from residential units if authorized. Lots of different sizes or classifications may have different assessments if the by-laws provide a formula.

However, arbitrary discrimination is questionable. The association should not impose higher dues on selected owners merely because they are unpopular, non-resident, critical of management, or delinquent in unrelated matters. Any classification must be supported by the governing documents and a rational basis.

XVI. Penalties, Interest, and Surcharges

Associations often impose penalties or interest for late payment. These charges must also have a legal basis. The by-laws, rules, or valid resolutions should authorize them.

Penalties must be reasonable. Excessive penalties may be reduced or questioned under general legal principles. The association should clearly state:

due date;
grace period, if any;
penalty rate;
interest rate;
compounding, if any;
collection charges;
consequences of delinquency.

Penalties should not be used oppressively or as a substitute for proper collection procedures.

XVII. Collection Remedies for Unpaid Dues

Associations may have several remedies for unpaid dues, depending on the governing documents and applicable law.

A. Demand Letters

The usual first step is a written demand requiring payment within a specified period.

B. Suspension of Privileges

Some associations suspend use of non-essential amenities, such as clubhouse access, pool use, gym access, or parking privileges. This must be authorized by the rules and must be applied reasonably. Essential access to one’s property, basic utilities, and rights that cannot lawfully be withheld should not be impaired.

C. Interest and Penalties

Late charges may accrue if authorized.

D. Collection Suit

The association may file a civil action to collect unpaid assessments.

E. Lien

Some condominium documents and association rules provide that unpaid assessments constitute a lien on the unit or property. The enforceability and procedure depend on the governing documents and applicable law.

F. Set-Off Against Deposits

If the association holds deposits, it may attempt to apply them against unpaid obligations if authorized by agreement or rules.

G. Small Claims

For certain money claims within jurisdictional limits, the association may consider small claims proceedings.

XVIII. May the Association Cut Utilities or Deny Entry?

Associations must be cautious. Cutting water, electricity, elevator access, gate access, or other essential services can raise serious legal issues, especially when such acts impair property rights, health, safety, or peaceful possession.

Even where rules allow suspension of privileges, the remedy should be proportionate and lawful. Denying a resident access to his or her own unit or home is highly problematic. Cutting basic utilities may expose the association and its officers to civil, administrative, or even criminal complaints depending on the facts.

Collection should generally proceed through lawful demands, penalties, liens, mediation, or court action rather than self-help measures that may be oppressive.

XIX. Role of the Board of Directors or Trustees

The board has fiduciary responsibilities. Directors and trustees must manage association funds with diligence, loyalty, and good faith. A dues increase should not be treated as a mere revenue-generating device. It must correspond to genuine community needs.

The board should:

prepare a budget;
review actual expenses;
compare service provider quotations;
disclose conflicts of interest;
keep minutes;
pass formal resolutions;
notify members;
answer reasonable inquiries;
preserve records;
ensure that the increase follows the by-laws.

Board members may be questioned if they approve unnecessary, excessive, conflicted, undocumented, or unauthorized charges.

XX. Conflict of Interest and Related-Party Contracts

Dues increases often become controversial when they fund contracts with companies connected to officers, directors, developers, property managers, or relatives.

Related-party contracts are not automatically void, but they require transparency and fairness. The board should disclose conflicts, obtain competitive quotations, document the reasonableness of the contract, and follow voting rules. Interested directors should abstain where appropriate.

If an increase is caused by inflated related-party contracts, members may challenge the increase and demand accountability.

XXI. Property Management Companies

Many condominiums and subdivisions employ property management companies. These companies may recommend dues increases, prepare budgets, collect dues, issue notices, or manage day-to-day operations.

However, the property manager is not the association itself. Authority should still come from the board or membership, depending on the governing documents. A management company should not unilaterally increase dues unless it is merely implementing a valid board or membership decision.

Members may request the board resolution authorizing the property manager to implement the increase.

XXII. Developer Turnover Issues

During turnover, dues disputes are common because members may question whether:

the developer properly turned over common areas;
the condominium corporation or homeowners’ association was validly organized;
the board is still controlled by the developer;
the developer is passing its own obligations to members;
common facilities are incomplete or defective;
association funds were properly accounted for;
service contracts are favorable to developer affiliates;
dues are being used to subsidize unsold units or developer obligations.

After turnover, the elected board should conduct a financial and operational review. Members may demand records showing collections, expenses, contracts, bank balances, reserve funds, and obligations assumed during the developer-controlled period.

XXIII. Dues for Unsold Units or Lots

A recurring issue is whether the developer must pay dues for unsold units or lots. The answer depends on the governing documents and applicable law. Generally, if the developer owns units or lots that benefit from common services, the developer may be treated as an owner/member for assessment purposes unless the documents provide otherwise.

Exemptions for developers should be carefully reviewed. If unsold units or lots are exempted, the burden on other owners may increase. Members may question whether such exemptions are valid, fair, and properly disclosed.

XXIV. Commercial Units, Parking Slots, and Common Area Allocation

Condominium projects often include residential units, commercial units, parking slots, storage units, and shared amenities. The allocation of dues should follow the master deed and declaration of restrictions.

Possible allocation methods include:

floor area;
percentage interest in common areas;
equal sharing per unit;
separate rates for parking slots;
separate commercial rates;
metered consumption plus common charges;
mixed formulas.

The association should not change the allocation method casually. A change in allocation may require amendment of the master deed, declaration of restrictions, or by-laws, and may require approval by affected members.

XXV. Distinguishing Dues from Utility Charges

Monthly dues should be distinguished from separately billed utilities. A member may pay:

association dues;
water charges;
electricity charges;
generator fuel charges;
parking fees;
garbage fees;
internet or cable charges;
special assessments;
penalties.

The association should itemize charges clearly. Mixing utility charges with association dues can create confusion. If the association collects utilities as a pass-through cost, the basis should be transparent, especially if there is a mark-up, administrative fee, or common area allocation.

XXVI. Procedure for Increasing Monthly Dues

A prudent procedure is as follows:

Review the by-laws, master deed, declaration of restrictions, and prior resolutions.
Prepare a proposed annual budget.
Identify the funding gap.
Determine whether the increase is regular dues, special assessment, reserve contribution, or another charge.
Confirm whether board approval or membership approval is required.
Give proper notice of the meeting or proposed increase.
Present the financial basis to the board or members.
Secure the required vote.
Record the approval in minutes and resolutions.
Issue written notice of the new rate, effective date, and basis.
Make supporting documents available for inspection.
Implement the increase prospectively.
Monitor collections and report to members.

This process helps avoid disputes and strengthens the association’s position if challenged.

XXVII. Remedies of Members

A member who questions a dues increase may consider the following remedies.

A. Request for Documents

The first step is usually a written request for the budget, board resolution, minutes, financial statements, and basis of computation.

B. Written Objection

The member may submit a written objection, preferably stating specific grounds such as lack of authority, defective notice, lack of quorum, unreasonable amount, improper allocation, or refusal to disclose records.

C. Pay Under Protest

To avoid penalties while preserving rights, a member may pay under protest and state that payment is not a waiver of objections.

D. Demand for Meeting

If allowed by the by-laws, members may call or demand a special meeting to discuss the increase.

E. Election Remedies

Members may replace directors or trustees through proper elections if they believe the board is mismanaging funds.

F. Complaint Before the Proper Agency

For homeowners’ associations, disputes may fall within the jurisdiction of the appropriate housing or human settlements regulatory body, depending on current law and administrative rules.

For condominium corporations, disputes may involve corporate remedies, civil courts, or regulatory agencies depending on the issue. Questions involving corporate records, board authority, membership rights, and governance may implicate corporate law principles. Questions involving condominium project regulation may implicate housing and development regulations.

G. Court Action

Members may file civil actions when necessary, including actions for collection disputes, injunction, damages, accounting, declaration of rights, or annulment of irregular acts, depending on the facts.

H. Mediation or Internal Dispute Resolution

Many disputes can be resolved through mediation, especially where the issue is transparency, timing, or documentation rather than the necessity of the increase itself.

XXVIII. Defenses of the Association

An association defending a dues increase should be ready to show:

authority under by-laws or governing documents;
valid board or membership approval;
proper notice;
quorum and voting compliance;
budgetary necessity;
audited or reliable financial records;
fair allocation formula;
absence of bad faith;
documentation of expenses;
transparency to members.

The association’s strongest defense is not merely that “costs increased,” but that it followed the proper process and can prove the financial need.

XXIX. Common Disputes

A. “The Increase Is Too High”

A high increase is not automatically illegal. But the association should justify it with a budget and supporting records.

B. “There Was No General Assembly”

A general assembly is required only if the governing documents or applicable law require membership approval for that type of increase. If the board has authority, a general assembly may not be necessary. However, transparency remains important.

C. “I Did Not Use the Amenities”

Members generally cannot avoid dues simply because they do not use the pool, gym, clubhouse, elevator, or other facilities. Dues fund availability, maintenance, preservation, and common obligations, not merely actual personal use.

D. “I Am a Non-Resident Owner”

Non-resident owners generally remain liable for dues. Ownership, not occupancy, is usually the basis of liability.

E. “The Unit Is Vacant”

Vacancy usually does not exempt the owner from dues unless the governing documents provide otherwise.

F. “The Developer Has Not Completed the Amenities”

This may be a valid complaint against the developer or association, but it does not automatically erase dues obligations. The proper remedy may be demand, complaint, accounting, or regulatory action.

G. “The Board Was Not Properly Elected”

If the board’s authority is defective, its acts may be questioned. Members should review election records, notices, quorum, and by-laws.

H. “The Association Refuses to Show Records”

Refusal to provide records can strengthen a member’s challenge. Transparency is a core governance obligation.

XXX. Best Practices for Associations

Associations should:

adopt clear budget procedures;
hold regular financial reporting sessions;
circulate proposed budgets before implementation;
explain increases in plain language;
avoid sudden retroactive increases;
maintain audited financial statements;
disclose related-party transactions;
maintain a reserve fund;
follow by-laws strictly;
document board decisions;
consult counsel before major assessments;
maintain fair collection policies;
avoid unlawful self-help remedies;
communicate early with members.

Good governance reduces resistance. Members are more likely to accept an increase when they understand the need and trust the process.

XXXI. Best Practices for Members

Members should:

keep copies of the master deed, by-laws, and restrictions;
attend meetings;
review budgets and financial statements;
ask questions in writing;
avoid emotional or unsupported accusations;
pay under protest when appropriate;
organize with other members lawfully;
use internal remedies first when practical;
document notices, invoices, and communications;
seek professional advice for major disputes.

Members should distinguish between an unpopular increase and an illegal increase. Not every burdensome increase is invalid. The legal issue is authority, procedure, reasonableness, and good faith.

XXXII. Sample Questions to Ask Before Accepting or Challenging an Increase

What document authorizes the increase?
Was the increase approved by the board or the members?
Was membership approval required?
Was there proper notice?
Was quorum present?
What was the vote?
Is there a written resolution?
What budget supports the increase?
What expenses increased?
Are there new contracts?
Were bids or quotations obtained?
Are any suppliers related to officers or directors?
Is the increase prospective or retroactive?
Is the allocation formula correct?
Are all owners being charged fairly?
Are unsold developer units paying their share?
Are financial statements available?
Are reserve funds being collected and separately accounted for?
Are penalties authorized and reasonable?
What remedies are available under the by-laws?

XXXIII. Practical Examples

Example 1: Valid Board-Approved Increase

The by-laws authorize the board to approve annual dues based on the operating budget. Security costs increased, elevator maintenance increased, and insurance premiums increased. The board reviewed the budget, approved a resolution, notified members, and implemented the increase the following month. This is generally defensible.

Example 2: Questionable Increase Without Records

The association announces a 50% increase but refuses to provide the budget, minutes, or resolution. Members are told only that “expenses increased.” This may be challenged for lack of transparency and possible arbitrariness.

Example 3: Invalid Membership Process

The by-laws require majority approval of members for special assessments. The board imposes a large one-time charge for clubhouse renovation without a members’ vote. This may be invalid if the charge is truly a special assessment requiring membership approval.

Example 4: Improper Allocation

The master deed states that dues must be based on floor area, but the board imposes equal dues on all units without amending the governing documents. Owners of smaller units may question the assessment.

Example 5: Retroactive Increase

In June, the association bills owners for increased dues supposedly effective January, without prior notice or authority. This may be challenged as an unauthorized retroactive assessment.

XXXIV. Conclusion

Monthly dues increases in Philippine condominiums and homeowners’ associations are not prohibited. In fact, they are often necessary to maintain the property, preserve safety, fund repairs, pay service providers, and protect property values. However, the power to increase dues is not unlimited.

A valid increase must be grounded in the association’s governing documents, approved by the proper body, supported by a legitimate budget, imposed after proper notice, allocated fairly, and implemented in good faith. There is no universal statutory percentage cap, but there are legal limits based on authority, procedure, reasonableness, transparency, and member rights.

For boards, the best protection is documentation and transparency. For members, the best response is to examine the governing documents, request records, participate in meetings, and challenge only on specific legal and factual grounds.

The central rule is simple: an association may collect what is necessary and authorized for the common good, but it must do so lawfully, fairly, and openly.