Main Street Landing v. Lake Street, 04-485.

• Decision Date: 08 January 2006
• Docket Number: No. 04-485.,04-485.
• Citation: 2006 VT 13,892 A.2d 931
• Parties: MAIN STREET LANDING, LLC v. LAKE STREET ASSOCIATION, INC.
• Court: Vermont Supreme Court

892 A.2d 931

2006 VT 13

MAIN STREET LANDING, LLC v. LAKE STREET ASSOCIATION, INC.

No. 04-485.

Supreme Court of Vermont.

January 8, 2006.

COPYRIGHT MATERIAL OMITTED

Present REIBER, C.J., DOOOLEY, JOHNSON, SKOGLUND, BURGESS, JJ.

ENTRY ORDER

¶ 1. In this dispute involving the construction of a deed, plaintiff Main Street Landing, LLC appeals the superior court's ruling that the availability of parking spaces in plaintiff's garage located approximately 1200 feet from defendant Lake Street Association, Inc.'s office building did not allow plaintiff to terminate its obligation to provide defendant sixty-five parking spaces within 300 feet of defendant's building. We affirm.

¶ 2. In late 1985, Lake Street Association's predecessor-in-title, McKenzie Associates, negotiated with Alden Waterfront Corporation, which later became Main Street Landing, for the purchase of two historic brick mill buildings located near Lake Champlain in the City of Burlington. The buildings were subdivided from a much larger parcel owned by Alden, which had extensive plans to develop and reinvigorate portions of the Burlington waterfront. Part of the property that was later sold to Lake Street Association and is the subject of this dispute — the McKenzie building — had no room for parking. Hence, the parties' purchase-and-sale agreement obligated the seller, Alden, to provide parking on its adjacent property — not only to satisfy the practical needs of the building's tenants but also to meet Burlington's zoning requirements.

¶ 3. To obtain a zoning permit, the parties to the transaction had to amend their agreement to include the number of parking spaces then required by the city for the building. City zoning regulations further required that parking spaces be located within 400 feet of the subject property. On December 9, 1985, the city issued a zoning permit conditioned upon parking being provided in perpetuity as set forth in the parties' agreement. The parties' agreement required the seller to provide sixty-five parking spaces to meet the zoning requirements, giving the seller the right to relocate the spaces within 300 feet of the building. The agreement further provided that "[a]ll such parking spaces shall be provided without charge until such time as parking facilities are constructed in connection with the general development of the waterfront area by Seller within 300 feet of the premises." The last clause of the quoted sentence was one of several handwritten additions to the agreement.

¶ 4. On December 10, 1985, the day after the city issued the zoning permit, a bond issue essential to Alden's expansive waterfront development plan failed to win public approval. The sale of the McKenzie building went forward, however, on December 16, 1985. The deed to the property contained the following relevant language concerning parking:

There is included in this conveyance the license and right to use the number of parking spaces required by the City of Burlington Planning Commission . . . but not to exceed 65 spaces under any circumstances, which right shall be appurtenant to the above described Premises, without cost to the Grantee unless or until the provisions set forth in subparagraph 2 occur, and shall be subject to the following rights which are reserved to the Grantor:

1. Grantor shall have the right to designate the location of alternative parking spaces to those initially designated in this deed at any point within 300 feet of any boundary of the Premises 2. Grantor shall have the right to require Grantee to relinquish the parking spaces provided pursuant to this paragraph when a multi-story parking structure is constructed by Grantor or its successors for occupants of the waterfront area and/or the public in connection with the general development of the waterfront area, at which time the Grantee shall have the option to rent the same number of parking spaces as are provided under this paragraph in the parking structure described herein at the then-prevailing rental rate.

¶ 5. In the early 1990's, McKenzie Associates sold the McKenzie building to Lake Street Association's predecessor-in-title. Meanwhile, Alden changed its name to Main Street Landing Company and continued its waterfront development on a smaller scale after the defeat of the bond issue. In the mid-1990's, Main Street developed the Union Station area and built a small parking garage dedicated to that site. From 1985 until 2003, Alden, and later Main Street, provided parking spaces pursuant to the deed within 300 feet of the McKenzie building. In the summer of 2003, upon commencing a construction project adjacent to the McKenzie building, Main Street fenced off most of the parking area used by tenants of the building. A dispute ensued as to parking arrangements, and Lake Street Association sought injunctive relief. The action was resolved by a court order that recognized the parking rights in the deed and accepted a temporary plan that the parties had worked out to satisfy those requirements. The temporary parking provided by the plan was all within 300 feet of the building. When the parties were unable to work out a permanent plan, Main Street filed the instant action, seeking a permanent declaration regarding the parties' rights and obligations concerning parking.

¶ 6. In the declaratory judgment action, Main Street claimed that the availability of parking spaces in the Union Station garage met the condition contained in subparagraph two of the deed's parking provision quoted above, thereby terminating Lake Street Association's right to sixty-five parking spaces within 300 feet of the McKenzie building. For its part, Lake Street Association argued that construction of the Union Street Station garage did not terminate its right to sixty-five parking spaces within 300 feet of the McKenzie building because the garage was located more than 1200 feet from the building and thus did not satisfy the deed's requirement that the parking spaces be located within 300 feet of the building. The superior court ruled in favor of Lake Street Association. After examining the circumstances surrounding the sale of the McKenzie building and finding ambiguity in the relevant deed provision, the court concluded that the parties intended the deed to guarantee the sixty-five parking spaces unless a structure was built that provided parking within 300 feet of the building. On appeal, Main Street argues that the trial court erred: (1) in concluding that the deed is ambiguous regarding the parties' parking rights; (2) in resorting to extrinsic evidence to read into the deed a provision that the parties had deleted in an earlier deed draft; and (3) in rejecting the...