Bright v. Lake Linganore Ass'n, Inc.
| Decision Date | 01 September 1994 |
| Docket Number | No. 1223,1223 |
| Citation | 656 A.2d 377,104 Md.App. 394 |
| Parties | Richard BRIGHT, et al. v. LAKE LINGANORE ASSOCIATION, INC. , |
| Court | Court of Special Appeals of Maryland |
Thomas E. Lynch, III (Earl W. Bartgis, Jr., John E. McCann, Jr., Miles & Stockbridge, Frederick, David R. Kinsley and Franch & Jarashow, P.A., Baltimore, on the brief), for appellants.
Eileen T. Basaman (Jeffrey Van Grack, Raymond B. Via, Jr., Kass, Skalet, Segan, Spevack & Van Grack, P.A., Rockville, Thomas A. Farrington, Ann Wittik-Bravmann and Farrington, Buchanan & Christian, Landover, on the brief), for appellee.
Argued Before FISCHER, CATHELL and HARRELL, JJ.
Richard Bright, Dorothy Bright, Michael James, Valerie James, Brian Rice, Kathy Rice, Cynthia Izadi, and Mohammed Izadi, appellants, appeal a judgment of the Circuit Court for Frederick County (Rollins, J., presiding) that upheld the validity and applicability of certain covenants, restrictions, and servitudes in favor of appellee, Lake Linganore Association Inc. (an association of homeowners formed, in part, for the purpose of enforcing the covenants, including the collection of maintenance charges). 1 The trial court also imposed liens against the various lots belonging to appellants, pursuant to the Contract Lien Act. It additionally rendered judgment against the Izadis on a quantum meruit count.
Appellants presented five issues to us as questions. We list them as they were presented:
1. Whether the Circuit Court erred in denying Appellants' Motion for Summary Judgment and ruling against Appellants at trial when it failed to apply the doctrine of collateral estoppel to preclude relitigation by the LLA of issues dispositively resolved against the LLA in Jurgens?
2. Whether the Circuit Court erred by allowing the introduction of parol and other extrinsic evidence in the face of clear and unambiguous covenants and without a finding of ambiguity in those covenants?
3. Whether the Circuit Court erred, as a matter of law, when it found that covenants, which are inapplicable by their express terms, imposed a legal duty upon Appellants to pay LLA assessments as a consequence of the mere reference to those covenants in Appellants' deeds and other recorded instruments?
4. Whether the Circuit Court erred by interpreting the Maryland Contract Lien Act as allowing for the encumbrance of Appellants' property in the absence of a contract, and disallowing Appellants an award of their reasonable attorneys' fees?
5. Whether the Circuit Court erred, as a matter of law, by entering a personal judgment against Mohammed Izadi and Cynthia Izadi under the mutually exclusive theories of breach of contract and quantum meruit?
We shall resolve those questions necessary to our affirmance of Judge Rollins's learned and well-reasoned opinion. We shall first address some of the facts.
Lake Linganore is a planned phased development in Frederick County, Maryland. One of the phases, if not the earliest phase, was known as "Pinehurst 1, Section 1 of Eaglehead." Early in the development of that section, the developer, the Linganore Corporation, recorded a document referred to as the Pinehurst Declaration. Recordation was effected by inclusion of the Declaration in a deed to James L. Philapy and Catherine Ann Philapy, their heirs and assigns, that was recorded among the Land Records of Frederick County, Maryland, in Liber 793, folio 370, describing the lot being conveyed to them. The habendum clause to that deed made that lot "subject to the following Declaration, containing ... covenants, which covenants are a part of the considerations ... and are hereby expressly agreed to bind the grantees herein for themselves, their heirs, legal representatives, assigns, and grantees, as covenants running with the land...." The Declaration, as we have said, was included in the body of the deed. The Declaration provided, in relevant part:
WITNESSETH:
WHEREAS, Declarant is the owner of the real property described in Article I of this Declaration and desires to create thereon a community, primarily residential in nature but with some provision for commercial uses, with a community lake, open spaces, roads, bridle paths and other common facilities for the benefit of the said community; and
WHEREAS, Declarant desires to provide for the preservation of the values and amenities in said community and for the maintenance of said lake, open spaces, streets, paths bridle trails, and other common facilities; and, to this end, desires to subject the real property described in Article I, together with such additions as may hereafter be made thereto, to the covenants, restrictions, easements, charges and liens hereinafter set forth, each and all of which are for the benefit of said property and for each owner thereof, and shall inure to the benefit of and pass with said property, and each and every parcel thereof, and shall apply to and bind the successors in interest of any owner thereof; and
....
NOW, THEREFORE, the Declarant declares that the real property described in Article I, and such additions thereto as may hereafter be made, is and shall be held, transferred, sold, conveyed and occupied subject to the covenants, restrictions, easements, charges, and liens (sometimes herein referred to as "covenants and restrictions") hereinafter set forth.
....
2. Additions to Development. The Declarant may subject additional lands to this Declaration by recording a supplementary declaration of covenants and restrictions with respect to the additional property.... Such supplementary declaration may contain such additions to and modifications of the covenants....
Additionally, it contained numerous other provisions normally imposed in such declarations. Thereafter, subsequent phases of the general development were completed, including those phases (or the phase) in which the lots of the various appellants are located.
Appellants Richard and Dorothy Bright received their title to Lot 40, Coldstream Village, by deed from Terhane Group, Inc., recorded among the Land Records of Frederick County in Liber 1066, folio 488. The habendum clause of their deed stated that the Brights were to hold the lot to their use and to the benefit of them, "their heirs and assigns ... but subject to all of the restrictions, conditions and covenants fully set forth in a deed from J. William Brosius to Linganore Corporation ... recorded ... in Liber No. 850, folio 248, and in a deed from Linganore Corporation to ... Brosius ... recorded in Liber No. 900, folio 252" in the land records of Frederick County. This last deed, recorded at Liber 900, folio 252, contained in its body what is referred to by the parties as the SanAndrew Declaration. The SanAndrew and Pinehurst Declarations, as relevant to the issues in the case at bar, are identical. We shall sometimes refer to the two of them as the "Original Declarations." The deed to the Brights noted expressly that the
covenants are a part of the consideration hereof and are hereby expressly agreed to bind the Grantees herein for themselves, their heirs ... and assigns, and grantees, as covenants running with the land.
Terhane Group, Inc., acquired the property through two deeds. One was a confirmatory deed recorded at Liber 1024, folio 147 from Brosius Homes Corporation, Debtor in Possession, to Terhane, its successors and assigns, and was also executed by Terhane Group, Inc. The confirmatory deed noted that it was subject to the covenants, conditions, restrictions and covenants contained in a deed there referenced. That referenced deed was the other deed to Terhane from Brosius Homes Corporation recorded at Liber 1008, folio 419. It was also a two-party deed. This deed's habendum clause stated that Terhane was to hold the property to the benefit of itself "their heirs and assigns ... but subject to all of the ... covenants ... in ... deed[s] from ... Brosius to Linganore Corporation ... recorded ... in Liber 850, folio 248, and ... Liber 900, folio 252" (the SanAndrew Declaration deed) and again stated that those covenants were part of the consideration, were intended to bind the grantee, its successors and assigns, and were intended to bind the land, i.e., "running with the land." The next relevant deed back in the chain of title as to Lot 40, "Coldstream," was a two-party deed "by and between" Linganore Corporation and Brosius Homes Corporation, its "heirs and assigns...." Its habendum clause again added the "heirs and assigns" language and noted that the land was subject to the restrictions, conditions and covenants fully set forth in a deed from LINGANORE CORPORATION to James L. Philapy and Catherine Ann Philapy, his wife dated Nov. 6, 1969 and recorded in Liber 793 folio 370 ... which covenants are a part of the consideration hereof and are hereby expressly agreed to bind the grantees herein for themselves, their heirs, legal representatives, assigns, and grantees, as covenants running with the land.
The Philapy deed contained the Pinehurst Declaration. Thus, this lot is subject to both of the Original Declarations. The deed then stated:
WITNESS the corporate name of the grantor ... and the hands and seals of said grantees.
It was executed by Brosius Homes Corporation, the grantee. A notary noted that the appropriate officer of Brosius had appeared before him and acknowledged that Brosius "executed the [deed] for the purposes therein contained, and in my presence signed and sealed the same...." As to Lot 40, Coldstream, part of the Brights' property, we shall refer to this last deed as the "Key Deed" in that chain of title.
The Brights acquired their Lot 39, Coldstream, 2 from Mark R. Diehl and Judith Diehl by deed recorded in Liber 1223, folio 53. That deed expressly stated that the lot was "SUBJECT, HOWEVER, to the ... covenants fully set forth in" the Philapy deed that we have discussed above. The Diehls acquired Lot 39 directly from the ...
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