Union County Indus. Park v. Union County Park Commission

• Decision Date: 26 June 1967
• Docket Number: No. A--920,A--920
• Citation: 95 N.J.Super. 448,231 A.2d 812
• Parties: UNION COUNTY INDUSTRIAL PARK, etc., et al., Plaintiffs-Appellants, v. The UNION COUNTY PARK COMMISSION, etc., Defendant-Respondent, and The Township of Springfield, a municipal corporation of New Jersey, Intervenor.
• Court: New Jersey Superior Court — Appellate Division

Page 448

95 N.J.Super. 448

231 A.2d 812

UNION COUNTY INDUSTRIAL PARK, etc., et al., Plaintiffs-Appellants, v. The UNION COUNTY PARK COMMISSION, etc., Defendant-Respondent, and The Township of Springfield, a municipal corporation of New

Jersey, Intervenor.

No. A--920.

Superior Court of New Jersey, Appellate Division.

Argued Nov. 28, 1966.

Decided June 26, 1967.

Robert B. Kroner, Orange, for appellants (Holley & Kroner, Orange, attorneys).

William R. Gilson, Summit for respondent (Kentz, Kentz & Gilson, Summit, attorneys, Frederick C. Kentz, Jr., Summit, of counsel).

James M. Cawley, Springfield, for intervenor, Township of Springfield.

Before Judges CONFORD, FOLEY and LEONARD.

The opinion of the court was delivered by

FOLEY, J.A.D.

This is an action for a declaration of the rights of the parties under a 1930 deed from plaintiff's predecessor in title to defendant Union County Park Commission. Plaintiff's predecessor in title owned a large tract of land abutting what is now the eastbound lane of U.S. Highway 22 in Springfield, N.J. By deeds in 1926 and 1930 a portion of this land was conveyed to said defendant, including a narrow neck of land abutting on Highway 22 where the Rahway River intersects that thoroughfare. The 1930 deed contained the following paragraph:

'The Union County Park Commission agrees in connection with the development and improvement of the above first and second tracts of land, to lay out a park drive immediately adjoining other lands of the party of the first part along the boundary line between the Park Commission and party of the first part, and further agrees to make no rules or regulations governing the use of said park drive that will affect the fair and reasonable use and enjoyment for residential purposes, of, egress from or ingress to other remaining lands of the party of the first part, their heirs or assigns, adjoining such park drive, and the grantors reserve for themselves, their heirs and assigns the right to construct in said drive necessary utilities such as gas, telephone, electric light, water and sewer, for the use and enjoyment for residential purposes of the lands and premises adjoining such park drive; said work of installation in every case shall be done to the satisfaction and under such reasonable rules, regulations and supervision as the Union County Park Commission or its successors may impose.'

Plaintiff owns a portion of the tract formerly held by the grantor of the 1930 deed. At the time of that conveyance the grantor's land was not zoned. In 1938 the property was zoned residential but in 1952 it was rezoned for industrial use. At the present time it is the site of an industrial park with only one road providing access to Highway 22. At rush hour this access road is subject to traffic congestion.

In 1959 there commenced a series of negotiations among the parties and intervenor Township of Springfield, in which plaintiff and intervenor endeavored to have constructed a portion of the park drive described in the 1930 deed to defendant sufficient to provide additional access to the industrial park from Highway 22. Plaintiff is willing to construct the road at its own expense, guarantee the limitation of its use to noncommercial traffic, use other means for utility access to the industrial park, and forego any rights it may have under the deed to compel construction of the park drive along the remaining 3400 feet of defendant's property line. Defendant has remained steadfast in its refusal to turn over its land for the construction of the road.

To date defendant's land has remained in substantially the same undeveloped state as it was at the time of its conveyance. Defendant's projected plan of park development shows no park drive but does indicate a service road for park employees along the perimeter of defendant's property.

The trial judge, in an oral opinion, held that the paragraph in question must be read and interpreted as a whole. He felt it clear that the grantors were contemplating some form of residential development of their retained property and a perimeter street on park lands would be of benefit to them. He therefore held that the language of the deed makes the obligation of defendant to 'lay out' a park drive conditional on the residential use of the grantor's retained property. Since this condition has not been fulfilled judgment was for defendant.

Plaintiff here argues that the trial court found an implied covenant imposing a negative restriction on the grantor's property limiting its use to residential purposes. Cf. William Berland Realty Co. v. Hahne & Co., 26 N.J.Super. 477, 98 A.2d 124 (Ch.Div.1953), affirmed in part, reversed in part 29 N.J.Super. 316, 102 A.2d 686 (App.Div.1954); Mountain Springs Ass'n v. Wilson, 81 N.J.Super. 564, 196 A.2d 270 (Ch.Div.1963). We do not agree.

The prime consideration in determining the meaning of deeds is the intent of the parties. Normanoch Association Inc. v. Baldasanno, 40 N.J. 113, 125, 190 A.2d 852 (1963); Baker v. Normanoch Ass'n, Inc., 25 N.J. 407, 417, 136 A.2d 645 (1957). In determining the intent of the parties the instrument must be read as an entirety giving effect to all its terms. Camp Clearwater, Inc. v. Plock, 52 N.J.Super. 583, 596, 146 A.2d 527 (Ch.Div.1958), affirmed 59 N.J.Super. 1, 157 A.2d 15 (App.Div.1959); Sergi v. Carew, 18 N.J.Super. 307, 312, 87 A.2d 56 (Ch.Div.1952); United States v. Roebling, 244 F.Supp. 736, 742 (D.C.N.J.1965). Any ambiguities in a deed are construed against the grantor. Brook Ave. Land Co. v. Cadillac, etc., Co., 101 N.J.Eq. 55, 58, 136 A. 713 (Ch.1927); Dunn v. English, 23 N.J.L. 126, 127 (Sup.Ct.1851); 23 Am.Jur.2d, Deeds, § 273, p. 308 (1965).

A reading of the entire paragraph in question leads to the conclusion that it contains but one covenant--that of defendant to lay out a park drive. However, it is also clear that the obligation to perform this covenant is subject to the condition precedent that the adjoining property, retained by the grantor, be used for residential purposes. This is not a covenant by the grantor, but merely a condition which he or his assigns must fulfill if they desire to obtain the benefit of defendant's covenant. To hold otherwise would render excess verbiage the language by which defendant agrees to make...