Marzo Club LLC. v. D.C. Lakes Homeowners Ass'n
| Decision Date | 19 October 2010 |
| Docket Number | No. 14-09-00099-CV.,14-09-00099-CV. |
| Citation | 325 S.W.3d 791 |
| Parties | MARZO CLUB, LLC, Enero Lakes, LLC, Febrero Land, LLC, and 2006 Brazoria Venture, LLC, Appellants, v. COLUMBIA LAKES HOMEOWNERS ASSOCIATION, Appellee. |
| Court | Texas Court of Appeals |
OPINION TEXT STARTS HERE
Mark H. Neal, Angleton, Raymond L. Gregory II, Houston, for appellants.
Joseph Patterson, Angleton, for Appellee.
Panel consists of Justices FROST, BOYCE, and SULLIVAN.
This appeal arises from a declaratory judgment action in which the plaintiff, a homeowners association, sought a judicial determination and declaration of its rights, power, and authority regarding its role as a developer of a subdivision and its ability to amend the deed restrictions for the entire development. The defendants, who had purchased for development several parcels identified on the plats of the subdivision, sought summary judgment against the homeowners association on several grounds. In response, the homeowners association filed a competing motion for summary judgment, seeking a declaration that all those with “developer” rights must consent to any proposed deed restrictions. The trial court granted the homeowners association's summary-judgment motion, denied the developers' motion, and rendered a final judgment. We reverse and remand.
In 1972, Tenneco Realty Development Company (“Tenneco Realty”) began development of the Columbia Lakes Subdivision (the “Subdivision”). For each of the Subdivision's five sections, a separate plat was prepared and filed in the real property records of Brazoria County, Texas (“Real Property Records”). According to the restrictions filed for each section (the “Original Restrictions”), Tenneco Realty desired “to create and carry out a uniform plan and scheme for the improvement, development and sale of certain property in Columbia Lakes.” In the Original Restrictions, Tenneco Realty stated that, to accomplish this end, it established and promulgated the restrictions and covenants contained in the Original Restrictions upon “those properties located in Columbia Lakes which are herein defined as the ‘Subdivision.’ ” Under the terms of the Original Restrictions, “all reserves ... shown on the recorded plat(s) of the Subdivision are hereby designated to be unrestricted areas and to be used for any purpose designated by the Developer.” 1 “Developer,” in turn, is defined as
Tenneco Realty ..., its successors and assigns, including such persons, partnerships or corporations which in agreement with Tenneco Realty ..., are substituted for Tenneco Realty ... under this instrument. Such substitution may relate to all or any part of this instrument and shall become effective by the execution and recording of an appropriate amendment to this instrument.
(emphasis added). Though the Developer did not impose restrictions on the reserves under the Original Restrictions, the Developer reserved the right to impose such restrictions in the future. In 1988, CLT Properties, Inc. (“CLT Properties”) 2 assumed the role of Developer of the Subdivision.
In August 2005, CLT Properties conveyed to Columbia Lakes, LLC (“Columbia Lakes”) various lots in the Subdivision as well as two tracts of land located in areas identified as reserves on a plat of one of the sections of the Subdivision (“a Columbia Lakes Plat”). CLT Properties also executed and filed in the Real Property Records an “Amendment to Restrictions and Partial Transfer and Assignment of Rights and Functions of the Developer of Columbia Lakes Subdivision” (“Partial Transfer”). In the Partial Transfer, CLT Properties assigned all “its right, title, interest, equity and estate as Developer with respect to certain real estate within Columbia Lakes Subdivision listed in Exhibit A attached hereto (the ‘Property’) unto Columbia Lakes, LLC ....” (emphasis added). Exhibit A identifies the real property CLT Properties conveyed to Columbia Lakes. Columbia Lakes accepted assignment of CLT Properties's rights and interest regarding the Architectural Control Commit tee and Columbia Lakes Maintenance Fund Committee, and Columbia Lakes agreed to perform the functions and obligations relating to these committees. CLT Properties reserved for itself and its successors “all the right title, interest, equity and estate as Developer in the [Original] Restrictions with respect to remainder of all property now or hereafter owned by CLT Properties, Inc. in Columbia Lakes Subdivision.” Columbia Lakes thereafter assigned its right, title, and interest in its role as Developer of the Subdivision to Columbia Lakes Homeowners Association (the “Association”).
In January 2006, CLT Properties conveyed to appellant Febrero Land, LLC (“Febrero”) two tracts of land located on a Columbia Lakes Plat. Later that year, in September 2006, CLT Properties conveyed to appellant 2006 Brazoria Venture LLC (“Brazoria Venture”) two tracts of land located on a Columbia Lakes Plat as well as an easement. In these two conveyances, CLT Properties did not state that it was conveying any developer rights.
In September 2006, CLT Properties conveyed to appellant Marzo Club, LLC (“Marzo”) various tracts of land located on a Columbia Lakes Plat, including land located in areas identified as reserves on a Columbia Lakes Plat. In addition, CLT Properties executed and filed in the Real Property Records, an instrument in which CLT Properties assigned to Marzo “all of [CLT Properties's] right, title, interest, equity and estate as Developer in the [Original Restriction as amended] with respect to the [property conveyed to Marzo] unto [Marzo].” In this instrument, the parties noted that this assignment and the rights of Marzo under the assignment are “expressly subject to any Amendments to Restrictions and Partial Transfer and Assignment of Rights and Functions of the Developer of Columbia Lakes Subdivision” made before or contemporaneously with them.
Similarly, in September 2006, CLT Properties conveyed to appellant Enero Lakes, LLC (“Enero”) two tracts of land located on a Columbia Lakes Plat, including land located in areas identified as reserves on a Columbia Lakes Plat. In addition, CLT Properties executed and filed in the Real Property Records, an instrument in which CLT Properties assigned to Enero “all of [CLT Properties's] right, title, interest, equity and estate as Developer in the [Original Restrictions as amended] with respect to the [ property conveyed to Enero] unto [Enero].” In this instrument, the parties noted that this assignment and the rights of Enero under the assignment are “expressly subject to any Amendments to Restrictions and Partial Transfer and Assignment of Rights and Functions of the Developer of Columbia Lakes Subdivision” made before or contemporaneously with them.
It is undisputed that none of the conveyances to Febrero, Brazoria Venture, Marzo, or Enero included any property conveyed to Columbia Lakes by CLT Properties.
In February 2008, the Association, purportedly acting under its authority as a Developer of the Subdivision, adopted and filed in the Real Property Records purported amendments to the Subdivision Restrictions (the “Purported Amendments”), which included the following new definitions and other restrictions that are pertinent to the case under review:
“ Reserves or Reserve Area(s)-All areas of real property shown on the recorded plat(s) of the Subdivision which are designated as a “reserve” area on said plat, or otherwise, at any time, heretofore designated as an ‘unrestricted area.’
...
“For the purposes of this instrument, the word “Lot” shall also be deemed to also include [ ] any portion of any reserve shown on the recorded plat(s) of the Subdivision or any area identified by this instrument or such plat(s) as an unrestricted area [ ], whether by platting, subdivision, or by adoption of a condominium scheme of development, same being set aside for individual and private use and occupancy according to the recorded plat(s) of the Subdivision, or any recorded plat evidencing the subdivision of any Reserves or Reserve Area(s) into individual lots, or the functional equivalent of individual lots.”
...
All Reserves or Reserve Area(s) are hereby designated restricted use areas, with the use thereof being restricted that [sic] those uses which are currently in active operation on the affected portion of the Reserve on the date of recording of this Amendment to the Restrictions of Columbia Lakes Subdivision, in the [Real Property Records]. Any change in the use of, or alteration(s) of the exterior elevations of any existing improvements physically situated on said Reserve, or any portion thereof, shall require prior written approval by [the Association], in its capacity as a Developer within the Subdivision, acting either by and through its Board of Directors, or its Architectural Control Commit tee duly appointed by its Board of Directors.
The Association then filed a declaratory judgment action against Febrero, Enero, Marzo, and Brazoria Venture (collectively, “Developers”). In its petition, the Association alleged that the Developers were developing their property, platting acreage into additional residential lots in the Subdivision, and developing commercial ventures. According to the Association, the Developers declined to engage in discussions with the Association regarding any contributions to the Maintenance Fund for the Subdivision. The Association further alleged:
[The Association], recognizing its obligations to the Subdivision at large, by virtue of its responsibility for not only the collection and expenditure of the Maintenance Fund, but also its responsibilities for exercising architectural control authority under the terms of the Restrictions, has determined that it is appropriate for (i) areas within the...
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