Sun Valley Center for Arts and Humanities, Inc. v. Sun Valley Co., 15068

• Decision Date: 24 October 1984
• Docket Number: No. 15068,15068
• Parties: SUN VALLEY CENTER FOR the ARTS AND HUMANITIES, INC., an Idaho non-profit corporation, and the Ketchum-Sun Valley Community School, a non-profit corporation, Plaintiffs-Appellants, v. SUN VALLEY COMPANY, an Idaho corporation, Defendant-Respondent.
• Court: Idaho Supreme Court

Page 346

690 P.2d 346

107 Idaho 411

SUN VALLEY CENTER FOR the ARTS AND HUMANITIES, INC., an Idaho non-profit corporation, and the Ketchum-Sun Valley Community School, a non-profit corporation, Plaintiffs-Appellants, v. SUN VALLEY COMPANY, an Idaho corporation, Defendant-Respondent.

No. 15068.

Supreme Court of Idaho.

Oct. 24, 1984.

E. Lee Schlender, Ketchum, for plaintiffs-appellants.

Richard H. Greener, Boise, for defendant-respondent.

HUNTLEY, Justice.

In December of 1972, Sun Valley Company, owned by Bill Janss, (hereinafter "Janss Corporation"), conveyed a gift of certain property to the appellant Sun Valley Center for the Arts and Humanities, Inc. The Center subsequently sold a portion of its newly acquired property to the Sun Valley-Ketchum Community School, the other appellant herein. The 1972 gift deed to the Center was made subject to a right of reverter and to covenants and restrictions on the land which were to be filed by the grantor. These covenants and restrictions were so filed in early 1973. The covenants in controversy restrict land use to uses for certain purposes and in designated ways. They also provide for review and approval of proposed plans by a design committee. The design committee, though referred to in the 1973 declaration, was created by Janss in a 1969 Sun Valley Residential Area Declaration of Protective Covenants ("Declaration"), which purported to apply to real property in Blaine County and owned by Janss. In 1974, the Janss Corporation executed a Gift Deed and Release of Right of Reverter, conveying all rights and real property interests created by the reverter clause in the 1972 gift deed, to the Center.

The land conveyed by the Janss Corporation was part of a larger parcel of land, the retained portion of which was subsequently purchased by Sun Valley Company, (which is a stock-holding corporation owned by Earl Holding ¹ ), the defendant-respondent. The Janss Corporation is not a party. The primary issue in dispute is whether the restrictive covenants are enforceable by Sun Valley Company.

Appellants wish to widen and improve the road leading to the Center and School, and did not seek approval of the design committee. This lawsuit ensued, with the Center and School asserting that the covenants were personal to the original grantor, Janss Corporation, and are thus unenforceable by the Sun Valley Company. Conversely, respondent contends that all of the covenants, including those designating the design committee, run with the land and are enforceable by adjoining landowners. On April 6, 1983 the trial court granted summary judgment to Sun Valley Company on this issue, (which is raised in Count I of the Complaint), and certified the judgment for immediate appeal pursuant to I.R.C.P. 54(b).

Prior to entering the summary judgment on Count I, the district court judge had signed another proposed order of summary judgment prepared by counsel, which the respondent asserts is the final judgment of the trial court and from which the appellants should have taken their appeal. Were respondent correct in that assertion, this appeal would be barred as it would not have been timely filed, but that judgment was never officially filed or entered in the records of the court. It is thus of no legal consequence. The signed order of summary judgment entered on April 6, 1983, was properly filed with the clerk of the court and the appeal therefrom was timely and proper.

We hold that as to the basic land use covenants, respondent was entitled to judgment as a matter of law, and we affirm the judgment of the trial court. As to the covenants establishing and directing the design committee, we reverse, because the intent of those covenants is unclear, and presents an issue of fact which cannot be decided by summary judgment.

It is well established that restrictive agreements by which one party is limited in the use to which he may put his property are valid. Payette Lakes Protective Association v. Lake Reservoir Company, 68 Idaho 111, 121, 189 P.2d 1009 (1948). In construing a covenant which imposes restrictions on the use of land, the governing rules are generally the same as those which apply to any contract or covenant. Smith v. Shinn, 82 Idaho 141, 147, 350 P.2d 348 (1960). Thus, where there is no ambiguity in the language used, there is no room for construction, and the plain meaning of the language governs. 20 Am.Jur.2d, Covenants, Conditions, Etc., § 185. In the case at bar, it is clear that the covenants restricting land use were intended to run with the land. The 1972 gift deed states that it is "subject to covenants and restrictions on the land to be filed by Grantor, and when filed shall become covenants and conditions running with the land." The subsequently filed declaration of protective covenants, conditions and restrictions states that it "is the instrument setting forth certain covenants and conditions running with the land referred to in that certain GIFT DEED by Sun Valley Company, Inc. [Janss Corporation] to Sun Valley Creative Arts Center." The language leaves no room for doubt that the parties to the...