Conlin v. Upton
313 Mich. App. 243
| Mich. Ct. App. | 2015Background
- Dixboro Farms subdivision created from ~90 acres; original deed restrictions/protective covenants recorded in January 2001; developer (Philip Conlin) retained the right to approve building plans and could assign that right.
- Developer sold multiple lots; association articles of incorporation recorded in 2007 after some lots were sold; homeowners later formed Dixboro Farms Property Owners Association and adopted bylaws in 2011.
- Association Article XII created an architectural review committee requiring preapproval of plans, a $2,000 review fee, a $5,000 deposit, and detailed design guidelines (e.g., first-floor brick/stone, max height 35 ft, bans on vinyl siding).
- Developers sued, seeking a declaration that the bylaws (and Article XII) did not bind their lots and alleging slander of title; trial resulted in jury verdict for Association; Developers appealed.
- The Court of Appeals examined (1) whether Article XII imposed new, enforceable restrictive covenants that burdened the lots beyond the 2001 covenants, and (2) whether the developer assigned his approval authority to the Association.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Article XII of the bylaws imposed new restrictive covenants that run with the land and add burdens beyond the 2001 covenants | Article XII imposes new, expanded building/use restrictions not found in the 2001 covenants and therefore cannot bind Developers without unanimous consent | Bylaws merely interpret and implement existing 2001 covenants (esp. para. 11) and thus are validly adopted by majority | Court: Article XII unambiguously imposes new/expanded burdens; those new burdens are invalid to the extent they exceed the 2001 covenants because they were not adopted unanimously |
| Whether the Association had authority under the 2001 covenants or articles to adopt rules limiting use and requiring preapproval | The 2001 covenants and articles did not grant the Association power to add new restrictions or require preapproval from the Association itself | Association claims its enforcement/abatement powers and articles authorize proactive preapproval rules | Court: Covenants allowed the Association to promulgate enforcement procedures but not to create new burdens beyond the covenants; the Association cannot usurp the developer’s approval role absent assignment |
| Whether developer (Philip Conlin) assigned his approval authority to the Association | Developers: No valid assignment; paragraph 11 reserves approval to developer and any assignment must be proven | Association: Evidence of conduct and communications shows Conlin acquiesced/assigned his approval authority to the Association | Court: Jury question existed on assignment; evidence was sufficient for a reasonable jury to find assignment, so the factual issue must be retried if necessary |
| Procedural: Whether the trial court should have directed a verdict for Developers on the invalidity of Article XII | Developers: Undisputed documents show bylaws impose new burdens and are invalid as a matter of law | Association: Factual question existed about assignment and scope; jury properly decided issues | Court: As a matter of law, bylaws invalid to the extent they add burdens beyond 2001 covenants; but assignment question was factual and unresolved, so remand required for that issue |
Key Cases Cited
- Terrien v. Zwit, 467 Mich 56 (Michigan Supreme Court) (restrictive covenants are valuable property rights but must be balanced against free use of property)
- Eveleth v. Best, 322 Mich 637 (Michigan Supreme Court) (restrictions that were not agreed to by owner or their grantors do not bind that owner's property)
- O'Connor v. Resort Custom Builders, Inc., 459 Mich 335 (Michigan Supreme Court) (courts will not lightly restrict free use of property when construing covenants)
- Stuart v. Chawney, 454 Mich 200 (Michigan Supreme Court) (restrictive covenants construed strictly against enforcer; doubts favor free use)
- Rory v. Continental Ins. Co., 473 Mich 457 (Michigan Supreme Court) (unambiguous contractual provisions must be enforced as written)
- Farm Bureau Mut. Ins. Co. v. Nikkel, 460 Mich 558 (Michigan Supreme Court) (where a covenant is unambiguous, its meaning is a question of law)
- Ardmore Park Subdivision Ass'n v. Simon, 117 Mich App 57 (Michigan Court of Appeals) (owners may amend covenants as provided in original instrument; amendments bind others if properly adopted)
- Sanborn v. McLean, 233 Mich 227 (Michigan Supreme Court) (successors in title are bound by covenants appearing in chain of title)
- Burkhardt v. Bailey, 260 Mich App 636 (Michigan Court of Appeals) (elements and effect of assignment; assignment may be shown by conduct)