Asbury Park, LLC v. Greenbriar Estate Homeowners' Ass'n, Inc.
| Decision Date | 11 January 2012 |
| Docket Number | No. 37556.,37556. |
| Citation | 152 Idaho 338,271 P.3d 1194 |
| Court | Idaho Supreme Court |
| Parties | ASBURY PARK, LLC, an Idaho limited liability company; and John Esposito, an individual, Plaintiffs–Counterdefendants–Respondents, v. GREENBRIAR ESTATE HOMEOWNERS' ASSOCIATION, INC., an Idaho nonprofit corporation, Defendant–Counterclaimant–Appellant, and Debra Hobbs a/k/a Debbie Hobbs, an individual, d/b/a Action Association Management Company, Defendant–Counterclaimant. |
Hawley Troxell Ennis & Hawley, LLP, Boise, for appellant. Geoffrey Wardle argued.
Cosho Humphrey, LLP, Boise, for respondents. David Penny argued.
Greenbriar Estates Homeowner's Association (Greenbriar HOA or the HOA) and developer Asbury Park, LLC assert conflicting interests in a Greenbriar Estates Subdivision (Greenbriar Estates or the subdivision) lot upon which Asbury Park constructed storage facilities. The district court granted partial summary judgment in favor of Asbury Park. Greenbriar HOA appeals and asserts that the district court erred by rejecting the HOA's common law dedication and fraud claims, as well as by refusing to apply the Restatement (Third) of Property–Servitudes. We affirm.
Asbury Park is a limited liability company of which John Esposito is the sole member. In late 2004, Asbury Park initiated the process to develop the Greenbriar Estates Subdivision. The City of Nampa (the City) annexed and rezoned the parcel where Asbury Park intended to construct the subdivision and approved Asbury Park's subdivision application. On February 22, 2005, the City approved the Greenbriar Estates Subdivision final plat. Several months later, on September 23, 2005, Asbury Park recorded the approved final plat. Asbury Park recorded the subdivision's Declaration of Covenants, Conditions, and Restrictions (CC & Rs) on October 4, 2005, and filed articles of incorporation for the Greenbriar Estates Homeowners' Association on October 5, 2005. Thereafter, Asbury Park conveyed subdivision lots to two builders that in turn sold lots to individual homeowners.
The final plat and the CC & Rs each provided that a storage facility for the use of individual homeowners would be located on subdivision Lot 39. Asbury Park began construction of that facility on June 15, 2006. Pursuant to language in the CC & Rs, the HOA believed that Asbury Park owned Lot 39 and paid rent to Asbury Park for the storage facility units.
In early July 2007, Asbury Park conveyed all common areas to Greenbriar HOA, but reserved to Asbury Park ownership of Lot 39. Later that month, Esposito encouraged the surveyor who had assisted in preparation of the recorded plat to record an affidavit indicating that the original plat had erroneously listed Lot 39 as a common area owned by the HOA. The surveyor recorded an affidavit purporting to correct the error.1
In October 2007, it was discovered that Asbury Park lacked a certificate of occupancy for the storage units. The HOA consequently believed that vacant units could not legally be occupied, and ceased paying rent to Asbury Park for unoccupied storage units. Around the same time, it came to light that the recorded plat, the CC & Rs, and the deeds contained the following conflicting language regarding the ownership of Lot 39:
Citing the recorded plat's language that Lot 39 was designated as a common area to be owned and maintained by the HOA, the HOA began to assert that it was not liable for rent to Asbury Park. The HOA continued to assess storage fees against homeowners, but it ceased its rent payments to Asbury Park.
Asbury Park filed suit against Greenbriar HOA seeking damages for unpaid rent. The HOA answered and counterclaimed. Asbury Park moved for partial summary judgment dismissing the HOA's counterclaims, which motion the district court granted. The district court held that the HOA's common law dedication claim failed because the relevant documents could not be construed to demonstrate a clear and unequivocal intent to dedicate, and also because the HOA had relied on the CC & Rs and not the recorded plat. The court dismissed the HOA's assertion that Lot 39 was a common area pursuant to the Restatement (Third) of Property—Servitudes § 6.19, holding that there was no need to adopt the Restatement because the issue could be resolved by application of the Idaho common law of dedication. The court also dismissed the HOA's fraudulent misrepresentation claim on the ground that even if Asbury Park had misrepresented that Lot 39 was owned by the HOA, the HOA had not relied on that misrepresentation but rather had relied on the CC & Rs' statement that Asbury Park owned Lot 39.
The district court denied the HOA's subsequent motion to reconsider, but granted the HOA's I.R.C.P. 54(b) motion to certify the partial judgment as final. Greenbriar HOA timely appealed. Both parties request attorney fees pursuant to the CC & Rs, I.A.R. 40 and 41, and I.C. § 12–120(3).
This Court reviews a trial court's grant of summary judgment under the same standard used by the trial court in ruling on the motion. Infanger v. City of Salmon, 137 Idaho 45, 46–47, 44 P.3d 1100, 1101–02 (2002) (citing Eagle Water Co. v. Roundy Pole Fence Co., 134 Idaho 626, 628, 7 P.3d 1103, 1105 (2000) ). "All disputed facts are to be construed liberally in favor of the non-moving party, and all reasonable inferences that can be drawn from the record are to be drawn in favor of the non-moving party." Id. at 47, 44 P.3d at 1102. Summary judgment is proper when "the pleadings, depositions, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." I.R.C.P. 56(c). "A moving party is entitled to summary judgment when the nonmoving party fails to make a showing sufficient to establish the existence of an element essential to that party's case on which that party will bear the burden of proof at trial." Brown v. City of Pocatello, 148 Idaho 802, 806, 229 P.3d 1164, 1168 (2010) (quoting Thomson v. Idaho Ins. Agency, Inc., 126 Idaho 527, 530–31, 887 P.2d 1034, 1037–38 (1994) (citing Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 2552, 91 L.Ed.2d 265, 273 (1986) )).
Common law dedication consists of "(1) an offer by the owner clearly and unequivocally indicating an intent to dedicate the land and (2) an acceptance of the offer." West Wood Inv., Inc., v. Acord, 141 Idaho 75, 87, 106 P.3d 401, 413 (2005) (citing Sun Valley Land & Minerals, Inc. v. Hawkes, 138 Idaho 543, 548, 66 P.3d 798, 803 (2003) ). Greenbriar HOA contends that the district court erred in ordering summary judgment because only the language of the recorded plat was relevant to the substance of Asbury Park's alleged offer, and therefore there was a genuine issue of material fact. The district court considered the recorded plat, the CC & Rs, and the deeds to be the relevant documents and concluded that "where the recorded instruments are inconsistent there can be no clear and unequivocal intent to make an offer of dedication." Since Greenbriar HOA challenges the district court's consideration of documents other than the recorded plat, we first examine which documents are relevant to a determination of the substance of an offer of dedication. Based on the resolution of that matter, we then examine whether the district court's grant of summary judgment was proper.
Common law dedication requires "an offer by the owner clearly and unequivocally indicating an intent to dedicate the land." West Wood Inv., Inc., 141 Idaho at 87, 106 P.3d at 413. The doctrine is intended to "protect [ ] the interest of purchasers who rely on the value of these public areas." Saddlehorn Ranch Landowner's, Inc. v. Dyer, 146 Idaho 747, 752, 203 P.3d 677, 682 (2009). Greenbriar HOA contends that, in order to determine the substance of Asbury Park's alleged offer of dedication, the district court should have looked solely to the recorded plat, which describes Lot 39 as a common area that "shall be owned and maintained by the homeowner's association...." This Court has expressly held that the substance of an offer requires a court to evaluate "the CC & Rs, the Plat, and the circumstances surrounding the alleged dedication." Sun Valley Land & Minerals, Inc., ...
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