Bristol v. Woodward

• Decision Date: 11 July 1929
• Parties: BRISTOL v. WOODWARD et al.
• Court: New York Court of Appeals Court of Appeals

251 N.Y. 275

167 N.E. 441

BRISTOL

v.WOODWARD et al.

Court of Appeals of New York.

July 11, 1929.

Action by John I. D. Bristol against Kenneth N. Woodward and others. From a judgment (225 App. Div. 685, 231 N. Y. S. 314) reversing a judgment of the Special Term in an action for a declaratory judgment as to the existence and effect of restrictive covenants affecting the use of land, the parties cross-appeal.

Judgment of Appellate Division reversed, and that of Special Term affirmed.Appeal from Supreme Court, Appellate Division, Second Department.

Edwin F. Valentine, of New York City, for plaintiff.

Ralph Montgomery Arkush, of New York City, for defendants Woodward and 1181 Second Avenue Corporation.

CARDOZO, C. J.

The action is one for a declaratory judgment.

Plaintiff in 1920 was the owner of a tract of 400 acres in or near the village of Chappaqua, Westchester county. He laid out the tract into fourteen ‘parks' or subdivisions, of which one, known as Greeley Park, includes the land in suit. His first sale was made in April, 1924. He then conveyed to one Farnham a parcel of approximately five acres described as lot No. 1 on a map entitled ‘Greeley Park Subdivision of Greeley Hills.’ This map was referred to in the deed as one about to be filed in the office of the register, and the filing was soon thereafter. Fifteen numbered lots are indicated on the map, and one unnumbered lot marked ‘Lake Reservation.’ They vary greatly in size. Lot No. 1, as we have seen, was five acres. The others range irregularly from a maximum of about an acre and a third to a minimum of about two-thirds of an acre. Within these limits there is no uniformity either of area or of shape.

The deed to Farnham must be stated in some detail, for it is at the root of the dispute. The premises are conveyed subject to ‘covenants and restrictions hereinafter imposed on said grantee, her heirs and assigns,’ which the grantee ‘covenants for herself, her heirs, executors, administrators and assigns shall be as follows,’ the numerals being inserted in the summary for convenience of reference: (1) A covenant not to suffer any manufactory, business industries, or stores upon the premises, but to use them for residential purposes only; (2) a covenant not to suffer any saloon, restaurant, hotel, boarding house, or tenement house, with a repetition of the statement that the use shall be residential; (3) a covenant not at any time to sell or subdivide the premises in lots or plots having a less area than one-half acre; (4) a covenant not to allow upon any plot any building whatever (aside from the usual stable or garage appurtenant to dwellings) except one dwelling house to be used for one family only, to cost not less than $12,000, the style of architecture to be approved by the grantor or, in case of his death, by his personal representative; (5) a covenant that any dwelling house or outbuildings shall be placed at stated distances from the exterior lines of the lot; (6) a covenant that the resale price of any portion of the premises separately resold shall not be less than at the rate of $3,500 per acre, and that the proceeds will be applied on any mortgage held by the grantor or his assigns; (7) a covenant that the roads shown on the filed map shall be kept open for the common use of all residents of the property abutting thereon, repairs thereto to be made by the grantors, but the lot owners to contribute to the cost in proportion to their acreage; (8) a covenant as to cesspools; and (9) a covenant that ‘the aforesaid covenants are to run with the land until the year 1940.’

None of the covenants thus summarized (except covenant No. 7), is expressly declared to be binding on the grantors, Bristol and wife, the parties of the first part. Immediately following covenant No. 2, there is, however, a clause of reservation on the part of the grantors which amounts by implication to a reciprocal covenant on their part as to some at least of the obligations assumed by the grantee. By this clause, ‘the parties of the first part reserve the right, however, should they so desire, to erect upon any portion of their own property remaining unsold a lodge, apartment house, water supply system, lecture hall or public building, and the erection, rental or disposal of such shall not be deemed by either party as a violation of the covenants and restrictions herein contained, or as a waiver of the rights of either party thereunder.’

In June, 1925, plaintiff conveyed to the defendant Woodward the lot on the Greeley Park map described as the Lake Reservation and also lot No. 15 and the westerly portion of lost Nos. 13 and 14. The deed contained covenants and restrictions substantially the same as those in the deed of lot No. 1 to Farnham, except that the restriction as to sale or subdivision specified one acre, and not one-half acre, as the minimum area of subdivision. The defendant Woodward testified that parol representations were made to him to the effect that the same restriction as to acreage applied to all other lots in Greeley Park, but this was contradicted, and the trial judge refused to find in accordance with his testimony. On the contrary, the finding is that no representations were made at any time.

Some months later, about February 1, 1926, the defendantWoodward made an oral agreement with the plaintiff for the purchase of other portions of lots 12, 13, and 14, about one and a quarter acres, adjoining the land conveyed the year before. The restrictions were the same, including the one-acre limit in the event of subdivision. The deed of this additional land, dated March 1, 1926, was taken in the name of the 1181 Second Avenue Corporation, which Woodward owned and managed.

After the sale to Woodward, but before the sale to the corporation, plaintiff prepared two pamphlets describing the development at Chappaqua, not only at Greeley Park, but at all the other parks, six in number. Included in the pamphlets were photographs of Woodward's house then in course of construction. There is testimony that a copy was given to Woodward, though the date is left indefinite. ‘I think it was given to me,’ he says, ‘after I had moved in my house. I should imagine around February, 1926.’ The language of the pamphlets is rhetorical and lacking in precision; yet the fair inference to be drawn from it is that all the Chappaqua parks are to be sold in acre or half acre lots, a half acre to be the minimum. There is no direct evidence that Woodward read the pamphlets before buying the additional acreage for the defendant corporation, or that he was influenced thereby. On the contrary, there is an allegation in the answer that the purchase was made in reliance upon representations made in March, 1925, before the pamphlets had been written.

Following the sales to Woodward and to the defendant corporation, the plaintiff made a sale to the defendants Merritt of portions of adjoining lots, Nos. 12 and 11. The deed to the Merritts followed the same form as those to Woodward and the corporation, except that it provided that the minimum area of subdivision should be only a quarter of an acre.

Upon threats by the defendants Merritt to subdivide the land accordingly, the defendant Woodward gave notice of protest and resistance. He also gave notice to the plaintiff that the one-acre restriction was applicable to the whole of Greeley Park, and that the sale of any smaller lots would be challenged in the courts.

Thereupon the plaintiff brought this action, joining as defendants all other lot owners in the park, and praying for a declaratory judgment to the effect that the land in the park then remaining in his ownership was not subject to any restriction as to the size of plot to be sold. There was a demand for incidental and general relief.

The trial judge held that no common or uniform plan had been established either by the deeds themselves or by acts or representations extrinsic thereto, and that neither the one-acre nor the half-acre limitation is a restriction upon the plaintiff in disposing of the land retained.

The Appellate Division held that the effect of the deed to Farnham is to impose a restriction upon the whole of Greeley Park so as to make a half-acre lot the minimum unit of subdivision; that the restriction flows from the deed itself, which is of record, and does ‘not result from any parol representations alleged to have been made to’ purchasers (225 App. Div. 685, 231 N. Y. S. 314), and that the plaintiff and his subsequent grantees are bound thereby.

In this court there are cross-appeals. The defendants Woodward and the 1181 Second Avenue Corporation complain that the unit of subdivision applicable to other lots has been declared to be a half acre rather than an acre. The plaintiff complains that subdivision has been limited at all.

We think the Farnham deed standing by itself does not import a covenant on the part of the grantor to charge the land which he retained with the same restriction as to acreage assumed by the grantee. If we have regard to form alone, the covenants of the deed are those of the grantee and no one else. If we go beyond the form, there is no evidence that a uniform size of plot through the whole area of the park was put forward to buyers in the beginnings of the project as a feature of the scheme. No assurance of uniformity was to be gathered from the map itself, which delineated plots of irregular shape and varying dimensions. No assurance of uniformity was to be gathered from parol representations, for none, so far as it appears, were made. Undoubtedly the inference may be drawn from the deed without more that the grantor conceived himself to be subject to reciprocal burdens of some kind. Up to a certain point at least there was to be a measure of correspondence between his own obligations and those assumed by the grantee. This is manifest from the description of the property as a park. It is manifest again from the reservation of...