Dumbarton Improvement Ass'n v. Druid Ridge Cemetery Co.
434 Md. 37
| Md. | 2013Background
- In 1913 receivers conveyed ~200 acres to Druid Ridge Cemetery Co., subject to covenants including: "that the said property be maintained and operated as a cemetery" and provisions for perpetual care.
- The Cemetery later sold small parcels and used parts of the land for non-burial purposes; a 36.21-acre "Development Parcel" disputed here had never been used for burials.
- In 1999 Druid Ridge Cemetery Co. contracted to sell the Development Parcel for residential development; neighborhood associations, residents, and lot owners challenged the sale as violating the 1913 restrictive covenant.
- The Circuit Court found the covenant ambiguous and, alternatively, unenforceable due to radically changed circumstances; the Court of Special Appeals affirmed.
- The Maryland Court of Appeals reviewed (1) whether the covenant is ambiguous and (2) whether changed circumstances render it unenforceable.
- The Court held the covenant unambiguous and interpreted "the said property" to mean the entire parcel conveyed, and concluded changed circumstances did not defeat the covenant’s purpose.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the 1913 covenant "that the said property be maintained and operated as a cemetery" is ambiguous | Petitioners: language is plain; "said property" refers to the whole conveyed parcel (all ~200 acres) | Respondents: language ambiguous as to scope/duration; lacks reverter and express beneficiaries; historical non-cemetery uses show limited intent | Court: Unambiguous; read in context of deed (habendum clause) "said property" burdens entire conveyed parcel; lower courts erred in relying on extrinsic evidence before finding ambiguity |
| Whether extrinsic evidence may be used to limit the covenant's scope | Petitioners: extrinsic evidence irrelevant if covenant is clear; insolvency record supports full-parcel burden | Respondents: insolvency proceedings and later parcel sales show parties intended limited burden | Court: Extrinsic evidence only for resolving genuine ambiguity; here deed language and deed-as-a-whole control; extrinsic evidence cannot contradict unambiguous terms |
| Whether radically changed circumstances have made enforcement ineffective | Petitioners: changes do not frustrate covenant purpose (preserve parcel for cemetery use) | Respondents: demographic, industry (cremation), economic, regulatory (wetlands/permits) changes make use impractical or unnecessary; sale economically preferable | Court: Changed circumstances do not defeat covenant purpose; economic benefit or increased regulatory burden insufficient without showing covenant cannot achieve its purpose |
| Remedy / relief | Petitioners sought declaration preventing sale and enforcement of covenant | Respondents sought to proceed with sale or to limit covenant | Court: Reversed Court of Special Appeals; remanded with directions to enter judgment for petitioners enforcing the covenant across the conveyed property |
Key Cases Cited
- City of Bowie v. MIE Properties, Inc., 398 Md. 657 (2007) (explains when extrinsic evidence may be considered and standards for changed-circumstances analysis)
- SDC 214, LLC v. London Towne Prop. Owners Ass'n, 395 Md. 424 (2006) (addresses reasonable-construction rule and resolving ambiguities in covenants)
- Tomran, Inc. v. Passano, 391 Md. 1 (2006) (cards of objective contract interpretation; give effect to parties' intentions as manifested in writing)
- Calomiris v. Woods, 353 Md. 425 (1999) (defines when contract language is ambiguous and limits use of strained constructions)
- Miller v. Bay City Prop. Owners' Ass'n, 393 Md. 620 (2006) (enforce plainly written covenants; limits resort to extrinsic evidence)
- Gregory v. Chapman, 119 Md. 495 (1913) (historical case concerning the cemetery property and related insolvency proceedings)
- Whitmarsh v. Richmond, 179 Md. 523 (1941) (example of covenant invalidated by radical neighborhood change)
- Texas Co. v. Harker, 212 Md. 188 (1957) (discusses changed-character-of-neighborhood as ground to relieve restrictive covenants)
- Chevy Chase Village v. Jaggers, 261 Md. 309 (1971) (addresses when neighborhood change defeats covenant purpose)