Roxbury View, LLC v. McCauley

Roxbury View, LLC, et al. v. Edward T. McCauley, III, et al.

No. 235-2021

Court of Special Appeals of Maryland

April 12, 2022

Circuit Court for Howard County Case No. C-13-CV-19-000983

Fader C.J., Arthur, Battaglia, Lynne A. (Senior Judge, Specially Assigned), JJ.

OPINION ^[*]

ARTHUR, J.

This interlocutory appeal principally concerns the interpretation of an open space and conservation easement. On cross-motions for summary judgment, the Circuit Court for Howard County declared that the easement prohibited the landowner from constructing a residence on part of its property. Consequently, the court ordered the landowner and its principals to demolish the residence.

We shall reverse the order because the easement is ambiguous and because there are genuine disputes of material fact as to whether the easement prohibits the landowner from constructing this particular structure.

FACTUAL BACKGROUND

A. The Chase Farm

In 1949 George Howland Chase and Mary Hale Chase acquired approximately 285 acres of farmland in western Howard County. Although the property has been subdivided on many occasions since 1949, we shall refer to it, in its entirety, as the "Chase Farm."

B. The Easement

On May 10, 1978, the Chases conveyed an open space and conservation easement over the Chase Farm to the Maryland Environmental Trust (MET), one of the appellees in this case. The deed of easement recites that the Chases conveyed the easement for the purposes of "conserving the nature values of the property," "preserving the agricultural character of the property," and "preventing the use or development of the property for any purpose or in any manner which would conflict with the maintenance of the property in its present scenic and natural condition[.]"

Paragraph 3 of the deed of easement is central to this case. It states:

No building, facility, or other structure shall be erected or constructed on the property unless (a) such structure replaces one of the pre-existing structures, identified in Exhibit "C" attached hereto and made a part hereof, with one of similar size, bulk, height or floor area; or (b) such structure is in the form of a structural addition to one of the pre-existing structures, identified in Exhibit "C" attached hereto and made a part hereof; or (c) such structure is a new structure which is necessary for and directly related to the continued agricultural use of the property; or (d) such structure is one which is designed or utilized to serve the residents of a residence now existing or one erected or constructed pursuant to subparagraph (a) of this paragraph 3. Structures which may be erected or constructed pursuant to subparagraph (d) of this paragraph 3 include, but need not be limited to, a tool shed, gazebo, tennis court, swimming pool or garage.

In other words, paragraph 3 prohibits the construction or erection of a "building, facility, or other structure" on the Chase Farm unless it satisfies at least one of the following conditions:

• it replaces one of the pre-existing structures identified in Exhibit C to the deed of easement, and is of "similar size, bulk, height or floor area" to the structure that it replaces;

• it is a "structural addition" to one of the pre-existing structures identified in Exhibit C;

• it is "necessary for and directly related to the continued agricultural use of the property"; or

• it is "designed or utilized to serve the residents of" one of the permitted residences, as for example, a "tool shed, gazebo, tennis court, swimming pool or garage" might be.

Exhibit C to the deed of easement lists the pre-existing structures on the Chase Farm. They are the main residence, the guest house, a swimming pool near the main residence, the farm house, the tenant house, a large barn with two silos, a loafing shed, ^[1] a herringbone milking parlor, ^[2] and two machine storage sheds.

Paragraph 9 of the deed of easement "expressly reserved" certain "rights" to the Chases and their successors and assigns. Among other things, in paragraph 9(a), the Chases (for themselves and for their successors and assigns) reserved the right to "[c]ontinue uses of the property which are not inconsistent with" the easement. In case the Chases or their successors or assigns were ever "in doubt as to whether a use is not inconsistent with" the easement, paragraph 9(a) obligated them "to confer with [MET], or its successors or assigns."

In paragraph 9(b) of the deed of easement, the Chases reserved the right to "[c]ontinue the agricultural uses of the property as woodland or farmland, including, but not limited to, (i) the growing and harvesting of all types of grains, foods, fruits, vegetables and other natural products; and (ii) maintenance of a herd of dairy cattle and other domestic animals[.]"

Finally, in paragraph 10 of the deed of easement, the parties agreed that "monetary damages would not be an adequate remedy for breach of any of the terms, conditions, or restrictions[.]" "Therefore," the parties agreed, if the Chases or their successors or assigns breached any term, condition, or restriction in the deed of easements, MET could, after notice, institute a civil action to enjoin the breach "and to require the restoration of the property to its prior condition."

C. The Subdivision of the Chase Farm

In 1979 the Chases conveyed about 261 acres of the Chase Farm to Charles and Linda Zepp. The Zepp property became known as Lot 1; the remainder of the Chases' property became known as Lot 2. The main residence and the guest house, two of the pre-existing structures mentioned in Exhibit C to the deed of easement, were on Lot 2, which the Chases retained. All of the other pre-existing structures were on Lot 1.

In 1994 appellants Charles and Denise Sharp purchased Lot 1. In anticipation of the purchase, the Sharps had sought and obtained MET's approval to reconstruct the tenant house on Lot 1, which apparently was no longer standing. The Sharps did not rebuild the tenant house.

By 1995 Stephen and Catherine Klein had acquired Lot 2. They sought MET's approval to reconstruct the guest house, which had been destroyed in a fire. MET permitted the Kleins to construct a replacement structure no larger than 4, 000 square feet in size, provided that it was located on Lot 2. Neither the Kleins nor their successors in interest have constructed a replacement for the guest house.

In 1996 the Sharps, who owned Lot 1, subdivided that tract into three lots. The new lots were identified as Lots 3, 4, and 5. Lot 1 ceased to exist.

Also in 1996, the Sharps requested and obtained MET's approval to replace the farm house, which had been on Lot 1, but was now on what had become new Lot 4. The Sharps did not construct a replacement for the farm house.

In 2012 the Sharps conveyed Lots 3, 4, and 5 to Sharp's Wild Horse Meadow LLC ("Sharp's Meadow"), a limited liability company of which they were the sole members. In 2017 Sharp's Meadow subdivided Lots and 3 and 5 into new Lots 6, 7, and 8. Lots 3 and 5 ceased to exist.

On October 26, 2017, appellees Edward T. McCauley III and Leslie L. McCauley purchased Lot 2 from the Kleins.

On May 31, 2018, Sharp's Meadow sold Lots 4, 7, and 8 to appellant Roxbury View, LLC, a limited liability company owned by appellants Gina and Dean Dubbé. Sharp's Meadow retained Lot 6.

In summary, by the middle of 2018, the Chase Farm had been subdivided into five existing lots: Lot 2, Lot 4, Lot 6, Lot 7, and Lot 8. The McCauleys owned Lot 2, which consisted of about 24.1 acres. The Dubbés' LLC, Roxbury View, owned Lots 4, 7, and 8, which consisted of about 51 acres, 109.6 acres, and 50.1 acres, respectively. Sharp's Meadow owned Lot 6, which consisted of about 50.6 acres. Lot 2, owned by the McCauleys, is the site of the main residence and the former guest house. Lot 4, owned by Roxbury View, is the site of the farm house and the former tenant house. A barn, the milking parlor, a silo, and the loafing shed are located on Lot 8, also owned by Roxbury View.

A map, showing the configuration of the various lots as of early 2018, appears below:

(Image Omitted)

D. Roxbury View's Request to Construct New Houses

In January 2018, Roxbury View as the contract purchaser of Lots 4, 7, and 8, had requested MET's approval for the construction of a total of three replacement dwellings on those lots. More specifically, Roxbury View sought:

• to replace the farm house, which was on Lot 4, "with a principal dwelling not exceeding 4, 000 square feet of living area excluding garages, basements, and attics on Lot 4";

• to replace the former tenant house, which had been on Lot 4, "with a principal dwelling not exceeding 4, 000 square feet of living area excluding garages, basements, and attics" on Lot 8; and

• to replace the guest house, which had been on Lot 2 (which Roxbury View had not contracted to purchase), "with a principal dwelling not exceeding 3920 square feet of living area excluding garages, basements, and attics" on Lot 7.

Roxbury View asserted that Sharp's Meadow, the record owner of Lots 4, 7, and 8, joined in the request. On March 8, 2018, Sharp's Meadow, as the record owner, submitted a formal request to MET for the approvals that Roxbury View sought.

According to Roxbury View, the request to replace the tenant house (and to move it from Lot 4 to Lot 8) "supersede[d]" the Sharps' request to construct a replacement for the tenant house on Lot 4. MET had approved the Sharps' request in 1996.

In its request, Roxbury View expressed its view that the easement does not require replacement dwellings to be placed in the exact location of the dwellings that they replace. In addition, Roxbury View asserted that "[t]he right to replace the existing dwellings on the Property does not...