FARRINGTON'S OWNERS'ASSOCIATION v. Conway Lake Resorts, Inc.

• Decision Date: 03 August 2005
• Citation: 878 A.2d 504,2005 ME 93
• Parties: FARRINGTON'S OWNERS' ASSOCIATION et al. v. CONWAY LAKE RESORTS, INC., et al.
• Court: Maine Supreme Court

2005 ME 93

878 A.2d 504

FARRINGTON'S OWNERS' ASSOCIATION et al. v. CONWAY LAKE RESORTS, INC., et al.

Docket: Oxf-05-58.

Supreme Judicial Court of Maine.

Submitted On Briefs: June 2, 2005.

Decided: August 3, 2005.

Richard A. Spencer, Esq., Brian D. Willing, Esq., Drummond Woodsum & McMahon, Portland, ME, Attorneys for plaintiffs.

John C. Bannon, Esq., Sarah A. McDaniel, Esq., Murray Plumb & Murray, Portland, ME, Alan J. Perry, Esq., Kurtz & Perry, South Paris, ME, Attorneys for appellees.

Panel: SAUFLEY, C.J., and CLIFFORD, DANA, ALEXANDER, CALKINS, and LEVY, JJ.¹

DANA, J.

[¶1] Farrington's Owners' Association and Lynn Foley, Donald Hall, Peter Boutet, David Foss, and Ralph Tedesco, individuals who own condominium units in the Farrington development, appeal from a summary judgment entered in the Superior Court (Oxford County, Gorman, J.) in favor of Conway Lake Resorts, Inc., Pleasant Point Realty Trust, and Pleasant Point Inn, Inc. (hereinafter the "Lodge owner"). The condominium unit owners contend that the court erred in: (1) determining that the condominium declaration unambiguously permitted the installation and operation of two docks on the shore of Kezar Lake; (2) failing to determine that the declaration unambiguously limited the Lodge owner to one dock; and (3) concluding that moving the swimming area and adding a second dock did not violate the implicit regulations governing the beach area. Because we find that the declaration is ambiguous, we vacate the summary judgment and remand for a trial.

I. BACKGROUND

[¶2] Farrington's on Kezar Lake is a condominium development in Lovell and was created in 1990 by Mountain High Development Corporation, the prior owner of all the property in dispute. The plaintiffs to this action are the Farrington's Owners' Association and five owners of individual condominium units in Farrington's.² The Lodge owner is a successor in title to the Main Lodge Lot and Tennis Court Lot, which abut the Farrington's development. The Lodge owner's lots include about 500 feet of lake frontage, the use of which is the center of this dispute.

[¶3] Mountain High created the Farrington's development by adopting a Condominium Declaration, which has been amended several times. The parties agree that the controlling document is the Amended Declaration dated November 9, 1990. That document describes the rights and restraints on the property, and includes an attachment labeled Schedule A-1, which spells out, inter alia, the rights the Association has to the 500 feet of lake frontage:

The beach, consisting of a strip of land 20 feet wide along the edge of the shore of Upper Kezar Lake along the entire shore frontage of Parcel 1-A on Plan recorded at Plan Book 10, Page 98, is to be a common non-exclusive use right of the condominium unit owners, the heirs and assigns, and their guests and invitees thereof. The ownership, control, supervision, maintenance and upkeep of the beach shall be held and performed by the Owner of the Main Lodge Lot, being Parcel 1-A depicted on said Plan and owned of record by the Declarant. The Owner of the Main Lodge Lot shall establish regulations controlling the use and enjoyment of the beach for all parties entitled to use the same, including designating areas of use for boating, bathing, sunbathing and picnicking, provided regulations shall be posted on or near the beach area, and may be changed from time to time, so long as ratified by owners of at least five (5) of the condominium units.

The Owner of the Main Lodge Lot saves, excepts and reserves to itself and its successors and assigns, and the guests and invitees thereof, the common right of use of the beach area, and the exclusive right to attach a dock with boat slips onto said shore for the use and control by the Owner of the Main Lodge Lot for its guests and invitees and Condominium Unit Owners leasing the same with reasonable access to said dock and boat slips, including equipment and machines, for the maintenance and upkeep thereof, and for utilities and pipelines running thereto over or under the ground. Should the Owner of the Main Lodge fail to provide the dock and boat slips for one boating season, or voluntarily terminate in writing the same recorded in the Oxford Western District Registry of Deeds with notice to the Association, then the Association shall have the right to attach a dock with boat slips onto said shore of the beach for the use and control by the Association for its members at rates and terms thereafter established exclusively by the Association, and the Owner shall be relieved of any responsibilities regarding said dock and boat slips.

(Emphasis added.)

[¶4] The Amended Declaration contains several other provisions that may be relevant to this case:

ARTICLE 17

GENERAL PROVISIONS

. . . .

B. . . . . Schedules are attached to and incorporated by reference into this Declaration and are an integral part of this Declaration.

C. Gender, Number, etc. The use of the singular number in this Declaration shall be deemed to include the plural, the plural the singular, and the use of any one gender shall be deemed applicable to all gender.

[¶5] Throughout much of the period between 1992 and 2002, one dock with boat slips was maintained along the shorefront of the Main Lodge Lot. Each summer, the Association maintained a roped-off swimming area adjacent to the dock. In 2002, however, the Lodge owner received a municipal permit to replace the existing dock, which had twenty-four slips, with two new docks providing a total of thirty-two slips. These new docks were installed in 2003. Shortly thereafter, the Lodge owner moved the roped-off swimming area away from the docks to an area the Association regarded as inferior for swimming.

[¶6] The Association filed a complaint seeking a declaratory judgment that the construction of the second dock violated the provisions of the Amended Declaration. The Association also contended that moving the swimming area violated the provisions of the Amended Declaration. In its answer to the complaint, the Lodge owner asserted that the construction of the second dock with slips did not violate the provisions of the Amended Declaration.

[¶7] Each side eventually filed motions for a summary judgment. The Lodge owner contended that the Amended Declaration, taken as a whole, unambiguously allowed for the construction and operation of more than one dock with slips. The Association asserted that the Amended Declaration unambiguously forbade the construction of more than one dock with slips, unless five Association members agreed. The Association also argued that even if the Amended Declaration was ambiguous, extrinsic evidence demonstrated that the parties never intended to allow more than one dock with slips to be built or operated.

[¶8] The court granted a summary judgment to the Lodge owner and denied the Association's motion. The court read the Amended Declaration as allowing multiple docks, based on the statement in Article 17C that the use of the singular includes the plural. The court, therefore, interpreted Schedule A-1, which referred to "a dock with boat slips," to also include "docks with boat slips." Although several other disputes between the parties remain unresolved, the trial court entered an order of final judgment on the first three counts in the complaint, pursuant to M.R. Civ. P. 54(b)(2). The Association appealed.

II. DISCUSSION

A. Standard of Review for Summary Judgment

[¶9] When we review a grant of a summary judgment, "we view the evidence in the light most favorable to the party against whom the judgment has been granted, and review the trial court's decision for errors of law." MP Assocs. v. Liberty, 2001 ME 22, ¶ 12, 771 A.2d 1040, 1044 (citing Kandlis v. Huotari, 678 A.2d 41, 42 (Me. 1996)). "We independently determine whether the record supports the conclusion that there is no genuine issue of material fact and that the prevailing party is entitled to judgment as a matter of law." Id. A material fact is one that could potentially affect the outcome of the suit. Id. (citing Burdzel v. Sobus, 2000 ME 84, ¶ 6, 750 A.2d 573, 575). A genuine issue of material fact exists when the evidence requires a fact-finder to choose between competing versions of the truth. Id.

B. The Amended Declaration is Ambiguous

[¶10] The declaration of rights in the condominium development is a contract. See Alexander v. Fairway Villas, Inc., 1998 ME 226, ¶ 11, 719 A.2d 103, 106

. The interpretation of a contract, including whether or not its terms are ambiguous, is a question of law that we review de novo. Levine v. KeyBank Nat'l Ass'n, 2004 ME 131, ¶ 30, 861 A.2d 678, 686. The interpretation of ambiguous language in a contract, however, is a question of fact. Acadia Ins. Co. v. Buck Constr. Co., 2000 ME 154, ¶ 8, 756 A.2d 515, 517.

Language is considered to be ambiguous if it is reasonably susceptible to different interpretations. Generally, though, canons of construction require that a contract be construed to give force and effect to all of its provisions, and we will avoid an interpretation that renders meaningless any particular provision in the contract.

Id. ¶ 9 (citations and quotation marks omitted).

[¶11] Both parties contend that the plain language of the Amended Declaration unambiguously favors their interpretation. The Association argues that the plain language of Schedule A-1 says "a dock," not "multiple docks." The Lodge owner points to Article 17C's instruction that "the use of the singular number in this Declaration shall be deemed to include the plural." Because Article 17C applies to Schedule A-1, and the contract must be interpreted as a whole, the Lodge owner contends that "a dock" must be deemed to include "multiple docks."³

[¶12] The...