Forst v. Bohlman
| Decision Date | 11 January 1994 |
| Docket Number | 63230,Nos. 63229,s. 63229 |
| Citation | 870 S.W.2d 442 |
| Parties | Frank A. FORST, et al., Plaintiffs/Appellants, v. Bernice M. BOHLMAN, et al., Defendants/Respondents, Cross-Appellants, and Robert J. Crump, Jr., Trustee, Cross-Claim Defendant/Appellant. |
| Court | Missouri Court of Appeals |
Armstrong, Teasdale, Schlafly & Davis, Timothy J. Tryniecki, St. Louis, for plaintiffs-appellants.
Greensfelder, Hemker & Gale, P.C., Gary L. Eberhardt, William J. Travis, St. Louis, for defendants-respondents, cross-appellants.
The litigation leading to this appeal involves an action to quiet title to certain real property located in St. Louis County, Missouri. The trial court entered findings of fact and conclusions of law, a portion of which are the subject of this appeal and cross-appeal. We affirm in part and reverse in part.
In 1950, Isabelle Petersen and S.C. Petersen by and through Clayton Riding & Hunt Association (hereafter Association) owned a parcel of land consisting of approximately 110 acres (see diagram included herein). On April 27, 1950, the Association executed a written restriction agreement (hereafter Original Restriction) as to approximately 100 acres of the property. The first paragraph provides the two methods for amending this agreement: 1) by a simple majority vote of the then owners of the tract on the twenty-first anniversary of the agreement and on any subsequent ten year anniversary; or 2) by a vote of at least two-thirds of the then owners of the tract at any time. Paragraphs seventeen and eighteen respectively, provide for the right to enforce the restrictions and that the invalidation of one clause would not affect any of the other provisions. In addition, the Original Restriction provides for certain restrictions regarding building and property use, the appointment of trustees (hereafter Bridle Lane Property Trustees) and for trustee approval of all building plans and sales of property.
The Original Restriction expressly excepts ten acres located in the northern portion of the original 110 acre parcel. This ten acre parcel is referred to as Clayton Country Club Subdivision (hereafter Clayton Subdivision). On May 12, 1950, the Association executed a restriction agreement which governs the affairs of Clayton Subdivision. Like the Original Restriction, this restriction provided for, among other things, trustee approval of building plans and property sales. The Original Restriction and the Clayton Subdivision restriction were both recorded in the St. Louis County Records.
On August 19, 1960, the owners of more than two-thirds of the 100 acre parcel subject to the Original Restriction executed an "Amendment to Restriction Agreement" (hereafter 1960 Amendment). The 1960 Amendment deleted paragraphs two to sixteen from the Original Restriction as applied to approximately fifty-two acres located in the southern portion of the 100 acre tract. The 1960 Amendment did not strike paragraphs one, seventeen or eighteen as contained in the Original Restriction. Portland West Subdivision was created out of the fifty-two acres and some additional property located to the east. The remaining forty-eight acres now comprises the Bridle Lane Property. When the 1960 Amendment was recorded, Edward Kreutz' company, Portland West Development Co., owned all of the property comprising Portland West Subdivision. Kreutz and other Bridle Lane Property owners approved the 1960 Amendment. Three weeks after the 1960 Amendment was recorded, Kreutz sent Oliver Pellom, a Bridle Lane Property Trustee, a letter which provided in part that the fifty-two acre tract was no longer affected by or subject to the Original Restriction.
Bridle Lane Property comprises sixteen lots, all of which are approximately three acres except one which is somewhat smaller, with eight lots located on each side of Bridle Lane. From June, 1990 until November, 1990, Johnson Development Co. (hereafter Johnson) entered into sales contracts to purchase approximately two of the three acres owned by each of the eight property owners located on the west side of Bridle Lane. Johnson proposes to develop the property into one acre lots similar to the one acre lots in Portland West Subdivision. Johnson has also entered into a sales contract with Robert Crump to purchase the lot (hereafter Crump Property) located in the western portion of Clayton Subdivision. The home on Crump's Property would be demolished and a road would be built to provide access to Clayton Road for the proposed development.
On April 27, 1991, the eight Bridle Lane Property owners with sales contracts and one property owner located on the east side of Bridle Lane executed a "Change of Restrictions Document" (hereafter 1991 Document). This document removed the Bridle Lane Property which is subject to Johnson's sales contracts from the Original Restriction. The owners of the fifty-two acres in Portland West Subdivision did not vote on the 1991 Document. On May 2, 1991, defendants' counsel representing five of the property owners located on the east side of Bridle Lane and one Portland West Subdivision property owner whose lot abuts the Bridle Lane Property, sent a letter to Johnson asserting that the 1991 Document was invalid.
On July 24, 1991, the Clayton Subdivision trustees adopted two resolutions regarding the Crump Property. The first resolution provides that the trustees opposed the building of a road and possible entrance monuments on Crump's Property. The second resolution provides that before the trustees would approve the sale of the Crump Property, Johnson must submit detailed plans and explain the proposed development of the property.
Plaintiffs, the eight Bridle Lane Property owners with sales contracts and Johnson, brought a quiet title action asking for a declaratory judgment that the 1991 Document was valid or in the alternative that Johnson's proposed development would not violate the Original Restriction. Clayton Subdivision trustees intervened and filed a cross-claim against Crump and Johnson asking for a declaratory judgment that the proposed use and sale of the Crump Property would violate the Clayton Subdivision restriction. After this action was brought, two of the three Bridle Lane Property Trustees approved the Johnson sales.
Upon a joint stipulation of facts, exhibits, affidavits and legal memoranda the trial court entered findings of fact and conclusions of law. The following findings and conclusions are relevant for purposes of this appeal: 1) the 1960 Amendment was not ambiguous; 2) there has been no abandonment or waiver concerning voting on amendments to the Original Restriction by the owners of the fifty-two acres in Portland West Subdivision; 3) the 1991 Document is null and void because it was not ratified by two-thirds of the owners of the 100 acre tract which would include the owners of the fifty-two acres in Portland West Subdivision; 4) development as a subdivision of the Bridle Lane Property which is subject to the sale, would not violate the Original Restriction; 5) the two Bridle Lane Property Trustees who approved the sales to Johnson did not breach their fiduciary duties; 6) the provisions of the Clayton Subdivision restriction and Original Restriction which provide for trustee approval of purchasers of property are valid; 7) the Clayton Subdivision trustees may withhold their approval of the proposed sale of the Crump Property; and 8) the Clayton Subdivision restriction does not bar construction of a road, signs or entranceway and trustee approval for the proposed construction is not required. This appeal and cross-appeal followed.
Appellants, the eight Bridle Lane property owners with sales contracts, Johnson and Crump, argue the trial court erred by entering judgment declaring the 1991 Document was invalid and the Clayton Subdivision trustees could refuse to approve Johnson's purchase of the Crump Property. Respondents cross-appeal 1 arguing the trial court erred in entering judgment declaring Johnson's proposed development does not violate the Original Restriction, the two Bridle Lane Property Trustees could approve the proposed sale of the Bridle Lane Property and the Clayton Subdivision restriction does not bar the building of a road, signs or entranceway on Crump's Property.
In their first point, appellants argue the trial court erred in declaring that the appellants removal of the Bridle Lane Property, subject to sale, from the Original Restriction as provided in the 1991 Document was invalid. The court found that to amend the Original Restriction, a majority of the property owners of the 100 acre tract, which includes fifty-two acres in Portland West Subdivision, must approve any amendment to the Original Restriction. Also, because only a majority of Bridle Lane Property owners, who only own forty-eight acres, approved the 1991 Document the court found it was invalid. Appellants contend the Portland West Subdivision property owners have waived and abandoned the right to vote on amendments to the Original Restriction. In the alternative, appellants contend the 1960 Amendment was ambiguous regarding the right of the owners of the fifty-two acres in Portland West Subdivision to vote on amendments to the Original Restriction.
Our standard of review for the trial court's decision is that the trial court's judgment or decree will be sustained unless there is no substantial evidence to support it, unless it is against the weight of the evidence, or unless it erroneously declares or applies the law. This deference is accorded to trial courts for judgments involving the construction or enforcement of restrictive covenants. Perry v. Spavale, 828 S.W.2d 709, 711 (Mo.App.E.D.1992).
We first address appellants' contention that the 1960 Amendment was ambiguous regarding voting rights for the owners of the fifty-two acres in...
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