SUBURBAN REALTY CO. v. CANTLEY
2021 OK CIV APP 23
| Okla. Civ. App. | 2021Background
- In 1989 Suburban Realty's predecessor platted Country Crossing Addition; Lot 1, Block 9 was designated CS (commercial shopping) on the Plat, physically segregated, at a busy arterial intersection, and taxed/used as commercial.
- The Deed of Dedication's paragraph D.1, however, used all‑inclusive language: “No lot shall be used for business or professional purposes…” creating a conflict with the Plat's commercial designation of Lot 1.
- Suburban contracted to sell Lot 1 for a convenience‑store use; a title examiner flagged paragraph D.1 as an impediment, so Suburban sued to reform the Deed (insert the word “residential” before “lot”) or alternatively to vacate the Plat as to Lot 1.
- Homeowners defended, arguing reformation was improper because (a) statutory amendment procedure (11 O.S. §42‑106.1) was exclusive, (b) the action was time‑barred by the statute of limitations (and barred by laches, waiver, or detrimental reliance), and (c) Suburban was not the real party in interest.
- The trial court reformed D.1 to read “No residential lot shall be used…” and denied plat vacation; on appeal the Court of Civil Appeals affirmed reformation, held the reformation was not time‑barred, rejected laches/waiver/detrimental‑reliance defenses, and found the vacancy appeal moot.
Issues
| Issue | Suburban's Argument | Homeowners' Argument | Held |
|---|---|---|---|
| 1. Can the Deed of Dedication be reformed to insert “residential” (reformation for mutual mistake)? | Deed contains a clerical/latent mistake; Plat and intent show Lot 1 was always commercial; equity permits reformation to reflect antecedent agreement. | The recorded restrictive covenant controls; reformation is improper and would alter covenants. | Affirmed reformation: documents read together show ambiguity and mutual mistake; reformation to conform to original intent is appropriate. |
| 2. Is the reformation action time‑barred? | SOL does not bar an owner in continuous, peaceable possession seeking to remove a cloud on title; reformation/quiet‑title‑type relief continues. | The five‑year limitations period began when the Plat/Deed were recorded in 1989; claim is stale. | Not time‑barred: Hoskins/Maloy line allows reformation where owner in peaceful possession; SOL defense fails here. |
| 3. Is statutory amendment procedure (11 O.S. §42‑106.1) the exclusive remedy for changing covenants? | §42‑106.1 governs amendments, not equitable reformation; reformation remedies conform instrument to antecedent agreement. | Only the statutory amendment route may change covenants. | §42‑106.1 is inapplicable: reformation is an equitable remedy distinct from statutory amendment. |
| 4. Do laches, detrimental reliance, or waiver bar reformation? | Suburban relied on open commercial use and municipal zoning; homeowners acquiesced by not enforcing covenants. | Homeowners assert prejudice, reliance on recorded covenant, and long delay. | Rejected: homeowners failed to show specific detriment or justifiable reliance; delay excused by Suburban's open commercial use; laches/waiver/detrimental‑reliance do not bar relief. |
Key Cases Cited
- Pangaea Expl. Corp. v. Ryland, 173 P.3d 108 (Okla. Civ. App. 2007) (equity reformation remedy for mutual mistake).
- Haworth v. Jantzen, 172 P.3d 193 (Okla. 2006) (test for contractual ambiguity — susceptible to two reasonable constructions).
- Dennis v. Am.‑First Title & Trust Co., 405 P.2d 993 (Okla. 1965) (reformation remedies conform instrument to antecedent agreement; court cannot make a new contract).
- Amundsen v. Wright, 240 P.3d 16 (Okla. Civ. App. 2010) (reformation described as remedy to align written contract with prior agreement).
- Hoskins v. Stites, 78 P.2d 413 (Okla. 1938) (statute of limitations does not bar reformation where party has been in continuous, peaceable possession).
- Maloy v. Smith, 341 P.2d 912 (Okla. 1959) (discusses SOL applicability to reformation actions and distinguishes possession cases).
- Calvert v. Swinford, 382 P.3d 1028 (Okla. 2016) (statute of limitations begins on deed filing for certain claims; distinguished where plaintiff in possession and reformation sought).