16 Willow Ave. v. Bozzuto Homes, Inc.

1

16 WILLOW AVENUE, LLC v. BOZZUTO HOMES, INC., et al.

No. 2069-2022

Court of Special Appeals of Maryland

October 10, 2024

IN THE APPELLATE COURT OF MARYLAND UNREPORTED ^[*]

Circuit Court for Baltimore County Case No. C-03-CV-19-002745

Leahy Albright, Harrell, Glenn T. (Senior Judge, Specially Assigned), JJ.

OPINION

ALBRIGHT, J.

Appellant 16 Willow Avenue, LLC ("16 Willow") and the Towson Green residential development are essentially neighbors in Baltimore County. Before construction of Towson Green began, 16 Willow, represented by one of its owners and its manager, Andrew Jiranek, Esquire, negotiated the right to an ingress-egress easement over the entire width of an alley in the development ("Alley H"). The easement was memorialized in a written agreement that 16 Willow entered into in July 2010 with BA Towson Green LLC. BA Towson Green LLC is a subsidiary of Appellee Bozzuto Homes, Inc. ("BHI"), the development's builder. The written agreement was recorded in the land records of Baltimore County in May 2013, shortly after Alley H was completed.

In 2018, a dispute arose about the width of the Alley H easement. Towson Green's homeowners claimed that the recorded easement was narrower than what 16 Willow claimed. In August 2019, 16 Willow filed suit in the Circuit Court for Baltimore County against Towson Green's homeowners' association, Appellee Towson Green Community Association, Inc. ("Towson Green HOA" or "HOA"), as well as several individual homeowners who are also Appellees in this case (collectively, "Towson Green homeowners" or "homeowners"). 16 Willow sought a declaration that its easement covered the entire width of Alley H as constructed. At some point thereafter, 16 Willow had the recorded easement surveyed, realized that it did not in fact reach over the entire width of Alley H, and amended its complaint to add claims against BHI for fraud, breach of contract, and breach of fiduciary duty.

Following discovery, Appellees moved for summary judgment based on the statute of limitations. The circuit court found that 16 Willow was on inquiry notice of its claims no later than May 2013. Consequently, it held that 16 Willow's claims were time-barred because they accrued more than three years before suit was filed in 2019. The circuit court granted summary judgment to all Appellees on all of 16 Willow's claims. 16 Willow timely noted this appeal.

16 Willow presents one question for our review: whether the circuit court erred in granting summary judgment by ruling Appellant's claims were barred by limitations. For the reasons below, we answer "no" and affirm the circuit court's judgment.

BACKGROUND

Towson Green Development and the First Letter Agreement

Appellee BHI undertook to build a residential real estate development in Towson on land owned by Stark Properties, LLC ("Stark"). The development would be known as "Towson Green." Appellant 16 Willow, which at all relevant times was an LLC with two members, husband and wife Andrew Jiranek and Elizabeth Jiranek, owned an office building located at 16 Willow Avenue on land adjoining the development. Mr. Jiranek, an attorney with experience in real estate and business law, was the founder and principal of Jiranek, P.A., a law firm operating out of the office building at 16 Willow Avenue.

In 2010, before construction of Towson Green began, 16 Willow began negotiating with Stark and BHI about securing access to its office building through development property and constructing a new shared parking area behind the office building. In these negotiations, 16 Willow's counsel was Mr. Jiranek,^[1] while BHI was represented by outside counsel from the law firm of Gallagher, Evelius, and Jones, LLP, primarily attorney Mark Keener.

16 Willow and BHI eventually reached an understanding that they memorialized in a letter agreement executed on July 21, 2010 ("First Letter Agreement"). In the First Letter Agreement, BHI promised that 16 Willow would get a non-exclusive, perpetual ingress-egress easement ("Alley H easement") permitting access to its office building via Alley H, a private alley that would run through the development. The First Letter Agreement did not create the Alley H easement itself, but instead specified that the Alley H easement would be "set forth in the Easement Agreement attached hereto[.]"

BHI and 16 Willow agreed to execute, witness, and notarize the Easement Agreement at the same time as the First Letter Agreement. However, the First Letter Agreement specified that BHI would only be required to record the Easement Agreement once construction of Alley H and the parking lot was complete.^[2] Until recordation, BHI would maintain possession of the Easement Agreement.

The Easement Agreement contained the following operative language:

[BHI] does hereby establish for the benefit of [16 Willow] and as an appurtenance to [16 Willow's property], a perpetual, non-exclusive easement over, along, and across the portion of [Alley H] shown as the crosshatched area on Exhibit C attached hereto for purposes of ingress and egress to and from [16 Willow's property].

(Emphasis added.) The Easement Agreement did not provide a legal description of the Alley H easement; instead, the extent of the Alley H easement was defined solely by cross-hatching on a conceptual site plan of the Towson Green development.^[3] The crosshatched site plan was attached to the Easement Agreement as "Exhibit C." We refer to this version of Exhibit C as "2010 Exhibit C." Mr. Jiranek personally drew in the crosshatching on 2010 Exhibit C. As the sole depiction of the Alley H easement, Exhibit C was, in Mr. Jiranek's words, the "centerpiece" of the Easement Agreement.

Changes to the Alley H Easement

The parties recognized that the Easement Agreement was an "evolving thing" that would require modification before it was recorded.^[4] Consequently, as development of Towson Green progressed, BHI and 16 Willow modified their arrangement and revised the as-yet-unrecorded Easement Agreement several times.

First, on December 30, 2010, Mr. Jiranek contacted BHI because he had noticed that the cross-hatching in 2010 Exhibit C did not cover the entire length of Alley H.^[5] Specifically, a short stretch of Alley H near its intersection with a newly built road (later known as Meridian Lane) was not cross-hatched. Mr. Jiranek wrote:

On the cross hatched section of the site plan, I wanted to make sure you were intending us to use all of [A]lley [H]. It runs between the new road [i.e., Meridian Lane] and Linden Terrace. I had interpreted your cross lines, and the language of the agreement, as including all of [A]lley [H], meaning we could enter [A]lley [H] from either the new road or Linden Terrace. But[] I wanted to make sure my understanding was consistent with yours. Is this the case? If so, I just want to make sure we continue the cross lines along [A]lley [H] to the new road so there is no confusion down the road.

BHI agreed to correct the error, and in January 2011, the parties exchanged (but BHI did not execute) a new version of the Easement Agreement that included an updated version of Exhibit C with the additional cross-hatching all the way down to Meridian Lane ("2011 Exhibit C").

Second, on January 31, 2011, the parties executed an additional letter agreement ("Second Letter Agreement") meant to "clarify and . . . amend certain of the provisions of the First Letter Agreement[,]" but not intended as a novation of it. The Second Letter Agreement went into greater detail about the parties' respective responsibilities for constructing and maintaining parking spaces behind 16 Willow's office building. It also added another easement agreement ("Cross Easement Agreement") that would allow the parking spaces to encroach on Towson Green HOA property and guarantee future residents of Towson Green the right to use the parking spaces on weekends. The parking easement was depicted in the Cross Easement Agreement using the same cross-hatched site plan used in 2010 Exhibit C.

Third, in December 2012, BHI sent 16 Willow revised versions of the Easement Agreement and Cross Easement Agreement ("2012 Easement Agreements" collectively). According to BHI, these revisions were necessary to update the parties to both easement agreements because the development property had changed hands since the relevant agreements were first executed. The 2012 Easement Agreements made several changes, including substituting the correct parties and simplifying the attached legal descriptions of the parties' properties.

Central to this appeal, the 2012 Easement Agreements included a new version of Exhibit C, which we refer to as "Revised Exhibit C." Unlike 2010 Exhibit C and 2011 Exhibit C, both of which had used the conceptual site plan for the Towson Green development, Revised Exhibit C purported to plot the Alley H easement on the now-available final subdivision plat, which had been recorded in Baltimore County land records on August 10, 2012.^[6]On 2010 Exhibit C and 2011 Exhibit C, cross-hatching covered the entire width-twenty-two feet-of Alley H. By contrast, the cross-hatching in Revised Exhibit C only covered the outer half-11 feet-of Alley H for most of the alley's length.^[7]We reproduce 2011 Exhibit C and Revised Exhibit C below as Figures 1 and 2, respectively.

EXHIBIT C

Alley

(Image Omitted)

Figure 1 (above): 2011 Exhibit C; Figure 2 (below): Revised Exhibit C

EXHIBIT C

Alley

(Image Omitted)

BHI sent 16 Willow both clean and redlined versions of the 2012 Easement Agreements. BHI flagged some changes to text and exhibits using redlines, but it did not redline the insertion of Revised Exhibit C. BHI also substituted a new map for the exhibit depicting the parking easement in the 2...