Noell v. City of Carrollton & Carrollton Prop. Standards Bd.

• Decision Date: 09 April 2014
• Docket Number: No. 05–11–01377–CV.,05–11–01377–CV.
• Citation: 431 S.W.3d 682
• Parties: David W. NOELL, Appellant/Intevenor v. CITY OF CARROLLTON and Carrollton Property Standards Board, Appellants/Appellees. Crow–Billingsley Air Park, Ltd, Henry Billingsley, and Air Park–Dallas Zoning Committee, Appellants v. Air Park Common Area Preservation Association, Chad Maisel, Amy Eklund, and Dale Burgdorf, Appellees.
• Court: Texas Court of Appeals

431 S.W.3d 682

David W. NOELL, Appellant/Intevenor

v.CITY OF CARROLLTON and Carrollton Property Standards Board, Appellants/Appellees.

Crow–Billingsley Air Park, Ltd, Henry Billingsley, and Air Park–Dallas Zoning Committee, Appellants

v.Air Park Common Area Preservation Association, Chad Maisel, Amy Eklund, and Dale Burgdorf, Appellees.

No. 05–11–01377–CV.

Court of Appeals of Texas, Dallas.

April 9, 2014.

M. Fletcher Reynolds, Bowie, R. Clayton Hutchins, City Attorney for City of Carrollton, Carrollton, Ken Carroll, Carrington,Coleman, Sloman & Blumenthal, L.L.P., Thomas F. Allen, Jr., Neal James Suit, Marty D. Price, Dallas, for Appellants.

Christopher D. Kratovil, Neal G. Massand, Christine A. Nowak, Dykema Gosset PLLC, Dallas, for Appellees.

Before Justices BRIDGES, O'NEILL, and LEWIS.

OPINION

Opinion by Justice O'NEILL.

This dispute concerns claims by homeowners in a residential “airpark” community against a real estate developer, the zoning committee of the airpark community, and the City of Carrollton in connection with actions that resulted in the City ordering the airpark's airport closed.

Appellees Air Park Common Area Preservation Association, Inc., Dale Burgdorf, Chad Maisel, and Amy Eklund (Homeowners) represent homeowners or own homes in Air Park Dallas, a residential community with a small, privately-owned, public-access airport. After the City of Carrollton annexed a portion of the airport, it passed an ordinance to regulate the airport. The City's Property Standards Board (CPSB) subsequently ordered the airport closed unless Crow–Billingsley Air Park, Ltd., (CBA), the record title owner of the land on which the airport was located, cured numerous violations of the Ordinance it found to exist.

Homeowners sued CBA, CBA's majority owner Henry Billingsley, and the Air Park “Zoning Committee” raising various claims in connection with their failure to comply with the Ordinance, their violation of contractual and fiduciary duties to Homeowners, and their interference with Homeowners' easements to use the airport's landing strip. Homeowners also sued the City and CPSB, challenging the City's interpretation of the Ordinance and the constitutional validity of both the Ordinance and the Order. Noell, who is also a homeowner in Air Park as well as an original developer of Air Park and a minority owner of CBA, raised similar challenges to the Order and Ordinance.

On summary judgment, the trial court determined the Ordinance was “facially valid” but the Order was invalid. In its final judgment, the trial court granted Homeowners declaratory and injunctive relief against the City and CPSB based on these summary judgment rulings. Homeowners claims against the Billingsley appellants were tried to a jury. The trial court rendered judgment in favor of Homeowners on the jury's verdict awarding actual damages on their claims for breach of contract, breach of fiduciary duty, and breach of the Air Park restrictions. The trial court also awarded Homeowners declaratory relief and injunctive relief against the Billingsley appellants, declaring CBA had a duty to maintain the airports' landing strip, which included the duty to operate the airport, requiring CBA to comply with the Ordinance, and prohibiting the Billingsley appellants from interfering with Homeowners' easements.

Noell appeals the partial summary judgment declaring the Ordinance was facially valid. The City appeals the partial summary judgment reversing CPSB's order and granting Homeowners' declaratory and injunctive relief. The Billingsley appellants appeal the trial court's judgment on the jury's verdict awarding actual damages and declaratory and injunctive relief.

For the reasons that follow, we affirm the trial court's judgment invalidating the Order, but reverse the trial court's judgment declaring the Ordinance facially valid. We also reverse the portions of the judgment granting Homeowners declaratoryand injunctive relief regarding the Order and the Ordinance, and remand those claims to the trial court for further proceedings consistent with this opinion. We modify, in part, the injunctive relief awarded to Homeowners against CBA. We affirm the judgment in all other respects.

FACTUAL AND PROCEDURAL BACKGROUND

Noell and his father Milton began the Air Park Dallas development in the 1960s. They marketed Air Park to purchasers as a residential community with its own FAA-approved airport. The community was designed with a landing strip and taxiways, allowing residents to store their personal aircraft in hangers at their homes and giving them direct access to the landing strip. “Business lots” providing aviation services were constructed on the eastside of the landing strip (eastside business lots).

Lots in Air Park were sold pursuant to a “Note and Contract,” which provided:

An aircraft landing area being a minimum of 300 feet wide and 3,000 feet long will at all times be available to the homesites [sic] property owners via taxiways arranged in accordance with said plot filed in Collin County, Map Records. Said landing area will be owned, controlled and maintained by Air Park Associates,¹ their heirs or assignees at no cost to the homeowners for a minimum period of ten years and will continue thereafter until such time as said landing strip might cease to be economically feasible and at which time said strip and taxiways will be donated to the homeowners in exchange for access and usage privileges without charge to the donors except for a proportionate part of the maintenance cost which will be determined by a board of three independent appraisers, if necessary. In the event of discontinuance of use of said landing strip as an aircraft landing area, title to same will revert to the donors, their heirs or assigns.

The document contained “Use and Building Restrictions,” which were expressly made part of the agreement and were listed on the reverse side. The restrictions provided for a “Zoning Committee” composed of Noell, his father Milton, and three additional members to be elected by a majority of the lot owners. The restrictions imposed requirements on the property owners and provided the Zoning Committee could enforce certain restrictions where necessary to protect the homeowners. Air Park was in an unincorporated area of Collin County, and the restrictions further provided the Zoning Committee “will act as a governing body with legal authority to make those rulings necessary or call for an election to protect the best interests of the community until an incorporated government can be established.”

In 1983, Milton sold an undivided one-half of his interest in Air Park to Henry Billingsley, a sophisticated real-estate developer. It is undisputed that Billingsley purchased this interest as an investment. Milton and Billingsley subsequently transferred all of their interest in Air Park to CBA. The interest included the landing strip, the eastside business lots, as well as some residential lots. After Milton passed away, his interest in CBA went to Noell and Noell's brother. Billingsley purchased Noell's brother's interest in CBA, giving Billingsley seventy-five percent ownership of CBA. Noell owns the remaining twenty-five percent. During these transactions, the parties agreed the airport property would be leased to Noell for a period of one year and thereafter on a month-to-month basis. Pursuant to that lease, Noell operated the airport, and maintained the landing strip, for over twenty years.

Meanwhile, Billingsley and CBA purchased additional lots in Air Park until, in 2003, they owned sufficient lots to take control of the Zoning Committee. Billingsley then elected himself, his wife, and a long-time Billingsley employee to the committee; Noell remained on the Zoning Committee as a permanent member pursuant to the Air Park Restrictions. After Billingsley obtained control over the Zoning Committee, CBA terminated the Noell lease. Even so, Noell has continued to manage and operate the airport.

In 2007, Billingsley took the first step that would be necessary for CBA to develop the Air Park property and build “Willow Park Village,” a proposed residential, retail, and mixed use planned development district. Specifically, Billingsley had the land he sought to develop deannexed from the City of Hebron.² This land included the eastside business lots and a portion of the landing strip, but left a portion of the landing strip in Hebron. Billingsley then approached the City of Carrollton with the development plan for Willow Park Village and requested annexation. In connection with this request, CBA submitted a traffic study, a concept site plan, and an application for “rezoning” for the development. Billingsley also offered to “indemnify” the City for any attorney's fees it incurred as a result of the annexation. The City proceeded with, and approved, the annexation.

With annexation complete, Billingsley began lobbying for passage of an ordinance to regulate the Air Park airport. His efforts were successful, and the City passed the Ordinance. The Ordinance, citing safety concerns, was passed as an amendment to the City Code's nuisance provisions. The Ordinance imposed several requirements on the “owner of the airport,” including the requirement that the owner (1) prescribe rules and regulations consistent with “Model Airport Rules and Regulations” published by the Texas Department of Transportation, (2) obtain insurance, and (3) hire an airport manager accredited by the American Association of Airport Executives. The assistant city attorney who drafted the Ordinance admitted it was drafted with the intent that only CBA was the “owner of the airport,” and the City intended to exclude Homeowners as owners for purposes of compliance with its provisions. The Ordinance also contained numerous provisions applicable to the eastside business lots.

The Ordinance provided that any violation of its provisions constituted a “nuisance” that could result in...