Fayard v. The Design Comm. Of The Homestead Subdiv.

• Decision Date: 23 April 2010
• Docket Number: No. S-09-0145.,S-09-0145.
• Citation: 230 P.3d 299,2010 WY 51
• Parties: Cynthia FAYARD and Galeforce, LLC, a Wyoming Limited Liability Company, Appellants (Plaintiffs),v.The DESIGN COMMITTEE OF the HOMESTEAD SUBDIVISION, 2nd and 3rd Filings, a Wyoming Unincorporated Association; Sandra Day; Horton Spitzer; and Gary Finkel, each as an individual and as a member of the Design Committee of the Homestead Subdivision, 2nd and 3rd Filings, Appellees (Defendants).
• Court: Wyoming Supreme Court

230 P.3d 299

2010 WY 51

Cynthia FAYARD and Galeforce, LLC, a Wyoming Limited Liability Company, Appellants (Plaintiffs),v.The DESIGN COMMITTEE OF the HOMESTEAD SUBDIVISION, 2nd and 3rd Filings, a Wyoming Unincorporated Association; Sandra Day; Horton Spitzer; and Gary Finkel, each as an individual and as a member of the Design Committee of the Homestead Subdivision, 2nd and 3rd Filings, Appellees (Defendants).

No. S-09-0145.

Supreme Court of Wyoming.

April 23, 2010.

Representing Appellants: Paula A. Fleck and Susan L. Combs of Holland & Hart LLP, Jackson, Wyoming. Argument by Ms. Fleck.

Representing Appellees: James K. Lubing of Law Office of James K. Lubing, Jackson, Wyoming; Douglas F. Schultz of Schultz Law Firm, LLC, Jackson, Wyoming. Argument by Mr. Lubing.

Before VOIGT, C.J., and GOLDEN, HILL, KITE, and BURKE, JJ.

KITE, Justice.

[¶ 1] Cynthia Fayard and Galeforce, LLC ¹ (collectively “Fayard”) own lots in the Homestead Subdivision in Teton County. Fayard filed a declaratory judgment and injunctive action against the Design Committee of the Homestead Subdivision, 2nd and 3rd Filings, and committee members Sandra Day, Horton Spitzer and Gary Finkel (collectively “the Design Committee”), alleging the Design Committee had improperly approved a special assessment to pave the common roads. The district court ruled that the Design Committee had acted within its authority under the subdivision covenants and granted summary judgment in favor of the Design Committee. We affirm.

ISSUES

[¶ 2] Fayard presents a general issue on appeal:

A. Did the District Court err when it granted [the Design Committee's] motion for summary judgment?

The Design Committee's statement of the issues is more detailed:

A. Were the findings of the District Court clearly erroneous or contrary to the great weight of the evidence because the Covenants were so ambiguous on their face that they presented a double meaning which an objective person could not understand?

B. Did [Fayard] present evidence to the District Court that [the Design Committee] acted without reasonable care in protecting the wildlife and aesthetics of the subdivision?

C. [Is Fayard] equitably barred from seeking relief by the doctrine of laches because [her] inaction to stop the paving was inexcusably delayed?

FACTS

[¶ 3] Fayard owns two lots in the Homestead Subdivision, Second Filing, and one lot in Homestead Subdivision, Third Filing, in Teton County (Homestead II/III). Homestead II/III is governed by a Declaration of Covenants, Conditions and Restrictions (CCRs). Homestead II/III is part of a larger development known as the John Dodge development, which includes the John Dodge Homestead subdivisions, the Beehive subdivision, and the Homestead subdivisions. The development shares a common road system.

[¶ 4] In 2005, several portions of the John Dodge development decided to pave their roads. The Design Committee was asked if Homestead II/III wanted to participate in the paving project. The Design Committee polled the homeowners and determined that they were not in favor of paving at that time.

[¶ 5] In January 2006, the Design Committee met at Ms. Fayard's home. The minutes of the meeting stated: “All agreed to review the issue of paving the roads in the spring after we've had a chance to see how the previously paved roads have held up through the winter. No further action at this time.” Ms. Fayard's term on the Design Committee expired in January 2006.

[¶ 6] In May 2006, the Design Committee learned that the remaining portions of the John Dodge development were going to pave their roads over the summer. Consequently, the committee sent ballots to the lot owners in Homestead II/III to gather votes on using a special assessment to pave the roads in their portion of the development, as well. They also sent ballots to lot owners in the Beehive subdivision. Although the Beehive lot owners did not have an official right to vote on the matter, the Design Committee considered the Beehive vote as advisory. Of the nine lot owners of Homestead II/III, six returned ballots in favor of the paving. The remaining three votes belonged to Fayard; those ballots were never returned, although Ms. Fayard verbally objected to the project. The Beehive subdivision lot owners all voted in favor of the paving and helped pay for it.

[¶ 7] Relying on the vote, the Design Committee issued a resolution on June 14, 2006, approving a special assessment for the paving project. The first phase of the paving was completed that summer and the remainder of the project was completed in the summer of 2007. The Design Committee invoiced the lot owners for the paving costs. Although initially Fayard did not pay the assessment, she eventually tendered payment under protest.

[¶ 8] On August 23, 2007, Fayard filed a complaint for declaratory judgment and injunctive relief, challenging the Design Committee's authority to approve a special assessment for paving the roads in Homestead II/III. Fayard sought to have the paving removed and the road returned to its original gravel state. The Design Committee filed a motion for summary judgment, arguing that it was entitled to a judgment as a matter of law because it had clear authority under the CCRs to present the special assessment for paving the roads to the lot owners for a vote and Fayard was barred from bringing her claim by the equitable doctrine of laches.² After holding a hearing, the district court granted summary judgment in favor of the Design Committee ruling that the Design Committee acted within its authority under the CCRs when it presented the special assessment question to the lot owners. Fayard appealed.

STANDARD OF REVIEW

[¶ 9] Our standard of review on a summary judgment order is de novo. Wyoming Med. Center v. Wyoming Ins. Guar. Ass'n, 2010 WY 21, ¶ 11, 225 P.3d 1061, 1064 (Wyo.2010).

[W]e have exactly the same duty as the district judge; and, if there is a complete record before us, we have exactly the same material as did [the district judge]. We must follow the same standards. The propriety of granting a motion for summary judgment depends upon the correctness of a court's dual findings that there is no genuine issue as to any material fact and that the prevailing party is entitled to judgment as a matter of law. This court looks at the record from the viewpoint most favorable to the party opposing the motion, giving to him all favorable inferences to be drawn from the facts contained in affidavits, depositions and other proper material appearing in the record.

McGarvey v. Key Prop. Mgmt., 2009 WY 84, ¶ 10, 211 P.3d 503, 506 (Wyo.2009) (citation omitted). See also,

Cheek v. Jackson Wax Museum, Inc., 2009 WY 151, ¶ 12, 220 P.3d 1288, 1290 (Wyo.2009).

[¶ 10] In reviewing summary judgment orders involving contracts, the interpretation of the contractual language is a matter of law for the court when the language is clear and unambiguous. Cheek, ¶ 12, 220 P.3d at 1290; Vargas Ltd. Partnership v. Four “H” Ranches Architectural Control Comm., 2009 WY 26, ¶ 11, 202 P.3d 1045, 1050 (Wyo.2009). If the language is not clear or there are other material issues of fact, summary judgment is not appropriate.

DISCUSSION

[¶ 11] Resolution of this case requires interpretation of the CCRs. The pertinent provisions state:

1 Purpose. Declarants are the owners of certain real property located in Teton County, Wyoming, which property is more particularly described in Exhibit A attached hereto and made a part hereof, and which is hereinafter referred to as the “property.” The property contains significant wildlife habitat and is of high scenic and natural value, and Declarants are adopting the following covenants, conditions and restrictions to preserve and maintain the natural character and value of the property, as well as the views and privacy, of all owners of the property or any part thereof.

....

5. Development and Land Use Restrictions. All development and use shall conform to the following requirements:

....

q. Common Road. The common road on the property shall be a private road at all times, and each lot owner shall be responsible for an equal portion of the maintenance costs for said road.

r Shared Access Road. The Shared Access Road providing access to the property shall be a private road, and each lot owner shall be responsible for a proportionate share of the snow removal and maintenance costs for the shared access road. Snow removal and maintenance costs on the shared access road shall be divided with owners of other property to which access is provided by said road.

....

t Wildlife Protection. It is recognized by the Declarant and the purchasers or owners of each and every lot within the property, that many wildlife species live on or migrate through the property during various times of year. The following limitations on use and development are intended, in addition to all the other requirements of the covenants, to protect, preserve and maintain the existing wildlife habitat on the property and to minimize the adverse effects of development on wildlife habitat[.]

6. Design Committee. The Design Committee shall consist of three (3) members....

a Authority and Duties. The Design Committee shall be responsible for the enforcement and administration of the requirements of these covenants and shall issue building permits, contract for and supervise common services, enforce the development and use regulations and take all other actions necessary to administer and enforce these covenants.

....

c Common Services. The Design Committee shall contract for snow removal and periodic maintenance services on the Common Road and Shared Access Road. The Design Committee shall prepare an annual budget estimate and submit annual statements to each lot owner based upon the estimate. [Billing procedures omitted].

d Special Assessments. On the approval of two-thirds (2/3) of the lot owners, the Design Committee shall have the authority to establish special assessments to meet

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