Opinion
1684CV01432BLS2
06-01-2018
WILDLANDS TRUST OF SOUTHEASTERN MASSACHUSETTS, INC. et al. v. CEDAR HILL RETREAT CENTER, INC. et al.
MEMORANDUM AND ORDER ON PLAINTIFF WILDLANDS TRUST’S MOTION FOR SUMMARY JUDGMENT
Kenneth W. Salinger, Justice of the Superior Court
Ballou Channing District of Unitarian Universalist Association, Inc., granted a conservation restriction in 2008 on certain ocean-front property in Duxbury, Massachusetts, to the Wildlands Trust of Southeastern Massachusetts. Ballou Channing transferred title to this Property in January 2010 to a separate non-profit organization called the Cedar Hill Retreat Center, Inc. The parties agree that the Property remains burdened by this Restriction.
Wildlands Trust claims that Cedar Hill has violated the Conservation Restriction by using the Property or allowing it to be used for purposes that are not specifically allowed under the Conservation Restriction. It now seeks summary judgment on that claim, which appears as Count II of the amended complaint. The Court construes this motion as seeking both declaratory and injunctive relief.
The Court will allow the summary judgment motion in part and deny it in part. The Court concludes that Wildlands Trust is entitled to declaratory relief construing the Conservation Restriction, in order to resolve an actual controversy regarding what uses of the Property are allowed under the Conservation Restriction. But Wildlands Trust’s request for permanent injunctive relief cannot be decided at this time because it turns on disputed issues of material fact. For example, whether particular business or family gatherings fall within the scope of the provision allowing "classes, conferences, and retreats" at Property is hotly contested. Similarly, whether Cedar Hill’s advertising of the Property violates the restriction that only particular invitees "but not the general public" may use the Property for "passive non-motorized recreational activities" is also in dispute. If the declaratory relief specified below does not allow the parties to resolve the rest of their dispute, then the case will have to be decided after a trial of the remaining claims and issues.
1. The Meaning and Scope of the Conservation Restriction
Wildlands Trust and Cedar Hill read certain aspects of the Restriction quite differently. They disagree as to: (a) whether this Restriction bars all uses of the Property other than those expressly allowed (as Wildlands Trust contends), or allows all uses of the Property except for those that are expressly barred (as Cedar Hill argues); (b) whether classes, conferences, and retreats may only be held on the property if they somehow further the purposes of the Restrict (Wildlands Trust’s position), or whether they are permitted so long as they do not materially impair the preservation and conservation of the Property (Cedar Hill’s position); (c) whether Cedar Hill may only charge those using the Property for classes, conferences, and retreats (Wildlands Trust’s view), or may charge for any permitted use (Cedar Hill’s view); and (d) whether the Restriction bars Cedar Hill from publicizing that the Property may be used for non-motorized recreational activities, as Wildlands Trust argues, or allows Cedar Hill to promote the property so long as it limits actual use of the Property for such activities to a reasonably small number of people who are invited onto the Property by Cedar Hill.
Wildlands Trust also argues Cedar Hill allegedly destroyed relevant emails, and that it should be sanctioned for this spoliation of evidence by allowing the fact finder at trial to draw an adverse inference "about the uses [of the Property] by renters who cannot now be contacted," and by barring Cedar Hill "from offering any evidence by any renters of the Premises." This request for spoliation sanctions at trial should be decided by the trial judge.
Where a conservation restriction is unambiguous, the meaning and scope of the restriction is a question of law that may be decided by a judge on a motion for summary judgment, not a question of fact that must be determined after trial. See Weston Forest & Trail Ass’n, Inc. v. Fishman, 66 Mass.App.Ct. 654, 661 (2006) (affirming judicial construction of conservation restriction that contained "no ambiguity," decided on a motion for summary judgment). The fact that the parties disagree over how to interpret the Restriction does not automatically mean that this legal document is ambiguous. See Indus Partners, LLC v. Intelligroup, Inc., 77 Mass.App.Ct. 793, 795 (2010) ("ambiguity is not created simply because a controversy exists between parties, each favoring an interpretation contrary to the other’s") (quoting Jefferson Ins. Co. v. Holyoke, 23 Mass.App.Ct. 472, 475 (1987)).
"A restriction, like a deed, ‘is to be construed so as to give effect to the intent of the parties as manifested by the words used, interpreted in the light of the material circumstances and pertinent facts known to them at the time it was executed.’" Id., quoting Chatham Conservation Foundation, Inc. v. Farber, 56 Mass.App.Ct. 584, 590 (2002), quoting in turn Walker v. Sanderson, 348 Mass. 409, 412 (1965). "In addition, ‘the restriction "must be construed beneficially, according to the apparent purpose of protection or advantage ... it was intended to secure or promote." ’" Farber, supra, quoting Maddalena v. Brand, 7 Mass.App.Ct. 466, 469 (1979), quoting in turn Jeffries v. Jeffries, 117 Mass. 184, 189 (1875).
1.1. The Restriction Only Allows Certain Uses
The Restriction granted by Ballou Channing to Wildlands Trust bars any use of the Property that is not expressly allowed under the Restriction. The Court agrees with Wildlands Trust on this point. Although landowners sometimes grant conservation restrictions that bar certain uses of a property and allow all other uses, this Restriction was crafted in the opposite manner. It allows certain uses of the Property and bars all other uses.
Ballou Channing’s intent that the Restriction bar all uses not expressly allowed in the document is unambiguously stated in the "Purpose" section of the instrument. Section II states that Ballou Channing "intends that this Conservation Restriction will assure that, while permitting uses described in Section III.B below, the Premises will be protected, preserved and conserved in perpetuity in its predominately [sic] natural, scenic, wooded and open space condition." It then describes Ballou Channing’s intent to preserve and protect "bird, plant and wildlife populations on" as well as "the aesthetic and ecological conditions of the Premises." Section II continues by stating that Ballou Channing "further intends that this Conservation Restriction will prevent any use of the Premises other than for the intention mentioned above or the permitted uses described in Section III.B below." And § II.E reiterates that the "conservation values" protected by the Restriction include preventing "use of the premises for any purposes except as elsewhere herein allowed."
1.2. The "Classes, Conferences, and Retreats" Provision
Section III.B.3 of the Restriction provides that the Property "may be used for classes, conferences, and retreats, all consistent with the Purposes set forth in Section II above, and fees may be collected in connection with such activities."
The term "retreat" encompasses not only religious retreats ("a period of group withdrawal for prayer, meditation, and study") but also purely secular retreats involving "a period of seclusion, retirement, or solitude." The American Heritage Dictionary, 2d Coll. Ed. at 1056 (1985) (definitions of "retreat"). If Ballou Channing intended to restrict the retreats that could take place on the property to religious retreats it would have said so.
The parties dispute what is meant by the "consistent with the Purposes" clause of § III.B.3, quoted above. The first paragraph of § III of the Restriction states that all of the permitted uses are allowed only to the extent that they "do not materially impair the significant conservation interests" as defined in the Purposes section. The "classes, conferences, or retreats" provision in § III.B.3 adds the additional requirement that such uses are only permitted to the extent that they are "consistent with the Purposes set forth in Section II above." This "consistent with" provision must mean something other than requiring that these uses do not materially impair the protected conservation interests, because otherwise it would be entirely superfluous.
But the "consistent with" clause is not as narrow as Wildlands Trust claims, because the defined Purposes in Section II are broader than Wildlands Trust suggests. The defined "Purposes" are not limited to preserving and protecting bird, plant, and wildlife populations and the aesthetic and ecological condition of the Property. In addition, the defined Purposes expressly include any of "the permitted uses described in Section III.B."
Given the scope of all the permitted uses, the only reasonable way to read the "consistent with" requirement in Section III.B.3 is that classes, conferences, and retreats are permitted uses so long as they involve or promote, at least in material part, the preservation, protection, study, or quiet enjoyment of the bird, plant, and wildlife populations or the aesthetic or ecological condition of the Property.
1.3. Limitation on Charging Fees
The Restriction only allows fees to be collected for using the Property "for classes, conferences, and retreats, all consistent with the Purposes set forth in Section II above." It does not permit fees to be collected for any other use of the Property. As a result, the Restriction bars charging fees for any use other than permitted "classes, conferences, and retreats."
1.4. Promoting Passive Recreation
Section III.B.6 of the Restriction allows the Property to be used by Cedar Hill, as successor in interest to Ballou Channing, "and its invitees (but not the general public)" for any "passive non-motorized recreational activities."
Wildlands Trust argues that since Cedar Hill may not open up the Property to recreational use by the "general public," it necessarily follows that Cedar Hill may not use its Website or any other media to publicize the Property.
The Court does not agree. The Restriction only limits use of the Property. It does not limit related activities by Cedar Hill. Whether the Property has been used only by a reasonable number of specific invitees rather than the general public as a whole depends on who used the Property and what permission they obtained to do so, not on how they first learned of the Property. In any case, the other permitted uses do not include any prohibition on the "general public" engaging in them.
2. Awarding Declaratory Relief
The Court concludes that it can and should order declaratory relief to resolve the parties’ dispute regarding the meaning and scope of the 2008 conservation restriction granted by Ballou Channing. Both Wildlands Trust and Cedar Hill have asked the court to construe this Restriction in order to resolve this dispute. The pleadings make clear that there is an actual controversy between these parties regarding the meaning and scope of the Restriction. And Wildlands Trust, as the party that was granted rights under the Restriction, has standing to enforce the Restriction. Nothing more is needed to state a claim for declaratory relief. See, e.g., Galipault v. Wash. Rock Investments, LLC, 65 Mass.App.Ct. 73, 83 (2005).
It does not matter that no separate cause of action for a declaratory judgment is set forth in the amended complaint, or that the prayer for relief does not expressly seek a declaratory judgment. See Republic Floors of New England, Inc. v. WestonRacquet Club, Inc., 25 Mass.App.Ct. 479, 487 (1988) (plaintiff may press at trial any legal theory fairly raised by allegations in complaint, even if that theory is not expressly invoked in the complaint); accord Barshak v. Buccheri, 406 Mass. 187, 190-91 (1989).
Chapter 231A provides a form of remedy for disputes within the court’s subject matter jurisdiction. See East Chop Tennis Club v. Massachusetts Comm’n Against Discrim., 364 Mass. 444, 449 (1973). "Its purpose is to remove, and to afford relief from, uncertainty and insecurity with respect to rights, duties, status and other legal relations, and it is to be liberally construed and administered" to achieve those aims. G.L.c. 231A, § 9; accord Libertarian Ass’n of Massachusetts v. Secretary of the Commonwealth, 462 Mass. 538, 547 (2012).
"No special form of pleading is required"; "[r]ather, we require only that the pleading ‘set forth a real dispute caused by the assertion by one party of a legal relation or status or right in which he has a definite interest and the denial of such assertion by the other party, where the circumstances ... indicate that, unless a determination is had, subsequent litigation as to the identical subject matter will ensue.’" City of Boston v. Keene Corp., 406 Mass. 301, 304 (1989), quoting Hogan v. Hogan, 320 Mass. 658, 662 (1947).
3. Claim for Injunctive Relief
The Court cannot resolve the request by Wildlands Trust for permanent injunctive relief because it turns on disputed issues of material fact, including whether particular past uses of the Property fall within the scope of the "classes, conferences, or retreats" permitted use, and whether Cedar Hill has allowed the "general public" to use the Property for passive recreation rather than limiting such uses to a reasonable number of specific invitees.
Summary judgment is inappropriate where, as here, a reasonable factfinder would be free to render a verdict for either side, depending on whether it chooses to draw a reasonable inference that favors the plaintiff or whether it chooses to draw an opposite but still reasonable inference that favors the defendants. See Flesner v. Technical Communications Corp., 410 Mass. 805, 811-12 (1991) ("Where a jury can draw opposite inferences from the evidence, summary judgment is improper"); Dennis v. Kaskel, 79 Mass.App.Ct. 736, 741 (2011) (summary judgment may not be granted where "a reasonable jury could return a verdict for the nonmoving party" (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)).
ORDER
Plaintiff’s motion for partial summary judgment as to Count II of the Amended Complaint is ALLOWED IN PART and DENIED IN PART. The motion is allowed to the extent that Plaintiff is seeking declaratory relief regarding the meaning and scope of the disputed conservation restriction. It is denied to the extent that Plaintiff is seeking permanent injunctive relief or sanctions for the alleged spoliation of evidence.
When final judgment enters in this action, it shall include a declaration of the rights of the parties as follows: "The Conservation Restriction issued by Ballou Channing District of Unitarian Universalist Association, Inc., to the Wildlands Trust of Southeastern Massachusetts in 2008: (a) bars any use of the Property that is not expressly allowed under the Restriction; (b) allows classes, conferences, or retreats that at least in material part involve or promote the preservation, protection, study, or quiet enjoyment of the bird, plant, and wildlife populations or the aesthetic or ecological condition of the Property, without materially impairing any of these conservation interests; (c) allows fees to be charged for classes, conferences, or retreats that are consistent with the Purposes set forth in Section II of the Restriction, and bars the charging of fees for any other use of the Property; and (d) does not bar Cedar Hill from publicizing the Property and permissible uses of the Property."
The session clerk shall schedule a further Rule 16 conference to establish a schedule for resolving the rest of this case.