Lillian C. Blentlinger, LLC v. Cleanwater Linganore, Inc.
173 A.3d 549
Md.2017Background
- Petitioners Lillian C. Blentlinger, LLC and William L. Blentlinger, LLC sought PUD rezoning and executed a Development Rights and Responsibilities Agreement (DRRA) with Frederick County covering ~279 acres; DRRA was recorded Nov. 24, 2014.
- The PUD Ordinance limited the project to 675 dwelling units (reduced from 720 proposed) and conditioned conveyance of a ~24.5-acre middle school site, subject to Board of Education (BOE) acceptance.
- DRRA provisions included a 25-year term, a ‘‘freeze’’ of local development laws as of the agreement date (with limited exceptions), limitations on building permit issuance until Jan. 1, 2020, commitments on roads/water/sewer/APFO compliance, fees, and the conditional school-site conveyance.
- Cleanwater (neighboring parties) petitioned for judicial review arguing the DRRA lacked consideration because it conferred no "enhanced public benefits" to the county; the Circuit Court upheld the DRRA but the Court of Special Appeals reversed, voiding the DRRA for lack of consideration.
- Maryland Court of Appeals granted certiorari and reversed the Court of Special Appeals, holding the DRRA need not provide "enhanced public benefits" to be valid and that the Blentlinger DRRA was supported by sufficient consideration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a DRRA must confer "enhanced public benefits" on the local government to be valid | Cleanwater: LU § 7-303(a)(9) and legislative history require enhanced public benefits as consideration for vesting | Petitioners & County (initially): DRRA statute and county ordinance do not mandate enhanced public benefits; statute lists required contents but not "enhanced public benefits" | Court: No; statute, its legislative history, and controlling case law do not require enhanced public benefits as a prerequisite to a valid DRRA |
| Whether the Blentlinger DRRA is supported by adequate consideration | Cleanwater: Terms largely replicate obligations already required by law (APFO/PUD), and the school-site proffer was conditional/illusory, so no new consideration | Petitioners: DRRA imposes binding detriments (unit cap, delayed permits, fees, right‑of‑way efforts, waiver of procedural challenges, proffered school site) constituting consideration | Court: DRRA contained sufficient consideration (detriments and binding promises); conditional school-site proffer is valid consideration |
| Whether references in prior opinions (e.g., Queen Anne’s) bind courts to require enhanced public benefits | Cleanwater: Cites Queen Anne’s dicta about consideration involving "enhanced public benefits" | Petitioners: Those references are dicta and do not alter statutory text or legislative history | Court: Statements in Queen Anne’s and Casey are dicta and do not override the unambiguous statutory scheme |
| Whether the County is estopped from arguing DRRA invalid because it previously defended it | Petitioners: County judicially estopped from changing position | County: Change relates to legal question before this Court, not prior litigation | Court: Judicial estoppel not applicable because the change occurred within same litigation and no evidence of intentional misleading |
Key Cases Cited
- Queen Anne’s Conservation, Inc. v. Cty. Comm’rs of Queen Anne’s Cty., 382 Md. 306 (2004) (addresses procedure for non‑party challenges to a DRRA; references to "enhanced public benefits" treated as dicta)
- Cheek v. United Healthcare of Mid‑Atl., Inc., 378 Md. 139 (2003) (sets forth Maryland law on consideration: benefit to promisor or detriment to promisee; illusory promises)
- Vogelhut v. Kandel, 308 Md. 183 (1986) (courts generally will not inquire into adequacy of consideration; defines legal detriment/benefit)
- Sunrise Development (Prince George’s Cty. v. Sunrise Dev.), 330 Md. 297 (1993) (discusses vesting rights problem that DRRAs address)
- Grasslands Plantation, Inc. v. Frizz‑King Enters., LLC, 410 Md. 191 (2009) (standard of review for administrative zoning decisions; substantial evidence review)