225 So. 3d 47
Ala.2016Background
- In 1991 SASS and Lakeview Realty executed a recorded agreement requiring future Lake View Estates buyers to purchase sewer taps from SASS and obligating SASS to provide sewer service to "Lake View Estates" at rates "competitive with charges made by others for similar services in the South Baldwin County vicinity."
- The 1991 agreement purported to replace prior agreements and was declared a covenant running with the land; it did not contain a metes-and-bounds legal description of the property but referenced "Lake View Estates."
- BOSS (BCSS) later acquired SASS’s sewer system and raised rates charged to Lake View Estates customers; BOSS thereafter billed and collected monthly fees.
- Associations (owners’ associations) and the Glenlakes Golf Club sued BOSS alleging violations of the 1991 agreement, seeking declaratory relief and specific performance; the City of Foley intervened below.
- The trial court granted summary judgment for BOSS, ruling the Associations and Golf Club lacked standing to enforce the 1991 agreement and that the agreement was unenforceable as vague (property scope and the "competitive" rate term).
- The Alabama Supreme Court reversed: it held the trial court mischaracterized the parties’ defects as a standing problem and found the rate term sufficiently definite for judicial construction; remanded for further proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Associations/Golf Club lack standing to enforce the 1991 agreement | Associations/Golf Club can enforce the agreement on behalf of Lake View Estates owners | BOSS: plaintiffs lack standing/are not owners and thus cannot sue to enforce the covenant | Court: Not a standing (jurisdiction) question — it is a real‑party‑in‑interest/caus e‑of‑action issue; trial court erred to dismiss for lack of standing |
| Whether the 1991 agreement is unenforceable for indefinite property description | Plaintiffs: "Lake View Estates" sufficiently identifies the subject; recorded materials clarify boundaries | BOSS: No legal description in the agreement renders it fatally indefinite | Held: Geographic scope reasonably certain (Lake View Estates); lack of metes‑and‑bounds in the four corners not fatal |
| Whether the rate term "competitive with charges made by others for similar services" is too vague to enforce | Plaintiffs: Term is judicially manageable and akin to "fair market" or "reasonable" standards | BOSS: Term is ambiguous and incapable of judicial determination | Held: Term is sufficiently definite and comparable to enforceable standards (e.g., "market price") |
| Appropriate disposition after errors below | Plaintiffs: Summary judgment should be reversed and case remanded for merits/real‑party‑in‑interest resolution | BOSS: Summary judgment proper because of standing and indefiniteness | Held: Reversed and remanded for further proceedings consistent with opinion |
Key Cases Cited
- Potter v. First Real Estate Co., 844 So.2d 540 (Ala. 2002) (standard of review for summary judgment)
- Hooper v. Columbus Reg'l Healthcare Sys., Inc., 956 So.2d 1135 (Ala. 2006) (summary judgment review and burdens)
- Wyeth, Inc. v. Blue Cross & Blue Shield of Alabama, 42 So.3d 1216 (Ala. 2010) (distinguishing standing from cognizability of a cause of action)
- Ex parte BAC Home Loans Servicing, LP, 159 So.3d 31 (Ala. 2013) (standing generally relevant to public‑law cases; caution against conflating standing with cause‑of‑action/real‑party issues)
- White Sands Group, L.L.C. v. PRS II, LLC, 998 So.2d 1042 (Ala. 2008) (contract indefiniteness doctrine)
- Smith v. Chickamauga Cedar Co., 263 Ala. 245, 82 So.2d 200 (Ala. 1955) (reservation of unlimited right renders obligation too indefinite)