Newell v. Johns Hopkins University
79 A.3d 1009
Md. Ct. Spec. App.2013Background
- Elizabeth Banks owned the 138-acre Belward Farm and opposed local development for decades.
- In 1988 Hopkins agreed to buy from Banks and her siblings under a contract and deed with use restrictions split into Parcel A (30 acres) and Parcel B (≈98 acres).
- Paragraph 13 restricts Parcel B to defined uses (agricultural, academic, research and development, health services, or related purposes) for at least 50 years or until certain grandchildren die, and requires Parcel B to be the Belward Campus.
- Paragraph 14 anticipates a zoning change to enable Hopkins’s planned uses; Paragraph 15 provides funds for a Banks scholarship and related cooperative actions for zoning changes.
- 625-1997: County zoning and planning processes evolve; Parcel A is transferred to the County in 1997; Great Seneca Plan (2010) contemplates higher-density development on Parcel B.
- 2011 Banks Family suit sought to preclude Hopkins’s amended plan and to enforce contract/deed restrictions; circuit court granted summary judgment for Hopkins deciding the contract language was unambiguous and conferred no density/lease limits beyond Paragraph 13.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is Paragraph 13 ambiguous regarding scale and leasing constraints? | Family argues ambiguity allows extrinsic evidence to impose limits. | Hopkins contends the language is unambiguous and limited to listed uses. | Not ambiguous; restricts uses, not scale or leases. |
| Does Paragraph 13 limit scale/density independent of zoning or leasing? | Family contends implied scale/density restrictions and leasing limits. | Hopkins argues no such limits beyond stated uses. | Paragraph 13 does not limit scale/density or prohibit leasing; open to permitted uses. |
| Can extrinsic evidence change the interpretation of the covenant? | Family relies on pre/post-conveyance communications to show intent. | Extrinsic evidence cannot negate unambiguous contract language. | Extrinsic evidence not needed; language unambiguous and controlling. |
| Does Paragraph 14 locking in a pre-1997 zoning scheme foreclose modern zoning changes? | Family argues changes inconsistent with the original vision are barred. | Zoning evolves; covenant permits changes consistent with permitted uses. | Zoning evolution permitted; covenant does not lock to a single past zoning regime. |
Key Cases Cited
- City of Bowie v. MIE Props., 398 Md. 657, 922 A.2d 509 (Md. 2007) (ambiguous covenants and extrinsic evidence governed by specific rules)
- Lowden v. Bosley, 395 Md. 58, 909 A.2d 261 (Md. 2006) (ambiguity and reasonable construction in covenants; impact on interpretation)
- Calomiris v. Woods, 353 Md. 425, 727 A.2d 358 (Md. 1999) (plain language governs when unambiguous; extrinsic evidence limited)
- Dumbarton Improvement Ass’n v. Druid Ridge Cemetery Co., 434 Md. 37, 73 A.3d 224 (Md. 2013) (covenants generally enforceable as written; extrinsic evidence limited)
- Long Green Valley Ass’n v. Bellevale Farms, Inc., 432 Md. 292, 68 A.3d 843 (Md. 2013) (contract interpretation and consideration of language over fairness)