Town of Cheswold v. Central Delaware Business Park
188 A.3d 810
| Del. | 2018Background
- Central Delaware Business Park (Business Park) owned lots zoned M-1 under Cheswold’s 1977 zoning code; Town proposed a 2005 zoning rewrite that would reclassify those lots and, according to the Business Park, downzone and impair existing development rights.
- At a public hearing the Town orally agreed to include an amendment (Article 5A) preserving the Business Park’s M-1 vesting; Article 5A was omitted from the published 2005 Ordinance.
- The Business Park sued (mandamus in Superior Court; declaratory relief in Chancery) and the cases were consolidated; the parties entered stipulated consent orders in 2005 requiring the Town to (1) allow the Business Park to continue under the 1977 M-1 procedures, (2) approve pending site plan/building permit applications, and (3) amend and republish the 2005 code to include Article 5A.
- Years later the Town considered new ordinances affecting the Park’s remaining lots; fearing contempt, the Town sought a declaratory judgment asking whether the 2005 stipulated orders barred it from future rezoning or whether relief was warranted because the 2005 ordinance amounted to illegal contract zoning.
- The Superior Court sua sponte applied res judicata and held the stipulated orders vested the Business Park’s rights perpetually, prohibiting the Town from enacting any ordinance that would impair those rights; the Business Park defended perpetual protection under the consent orders and Article 5A.
- The Delaware Supreme Court reversed: the stipulated orders did not incorporate Article 5A’s substantive perpetual vesting, extrinsic evidence was improper because the orders are unambiguous, and the Town was not precluded from future legislative action; future disputes over any specific ordinance must be decided by the balancing test of In re 244.5 Acres of Land.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the dispute was justiciable/ripeness for declaratory relief | Business Park: the Town’s intent to enact ordinances created an immediate controversy; refusal to legislate would be coerced by contempt threats | Town: sought clarification before risking contempt; case ripe enough to decide scope of prior orders | Court: Justiciable as to whether res judicata bars Town; ripeness for future ordinance effects remains premature until specific legislation is adopted |
| Whether res judicata barred the Town’s petition to clarify/limit the 2005 stipulated orders | Business Park: stipulated orders (and Article 5A) established vested rights in perpetuity, so claims are precluded | Town: it only agreed to process under 1977 code and republish Article 5A; it did not surrender future legislative power | Court: Res judicata was not the proper framework; Town’s petition sought interpretation of the consent orders, not relitigation of the 2005 claims |
| Whether Article 5A or its substance was incorporated into the stipulated orders (or could be used as extrinsic evidence) | Business Park: the orders incorporated Article 5A by reference and extrinsic evidence of surrounding circumstances confirms perpetual vesting | Town: the orders merely required republishing Article 5A; no intent to incorporate substantive vesting or bind future councils | Court: Orders did not incorporate Article 5A (mere reference insufficient); orders were unambiguous so extrinsic evidence was improper; no perpetual immunity from future ordinances |
Key Cases Cited
- In re 244.5 Acres of Land, 808 A.2d 753 (Del. 2002) (sets balancing test for vested-rights claims when zoning changes are challenged)
- Stroud v. Milliken Enters., Inc., 552 A.2d 476 (Del. 1989) (ripeness doctrine discussion)
- Rollins Int’l, Inc. v. Int’l Hydronics Corp., 303 A.2d 660 (Del. 1973) (elements for declaratory judgment controversy)
- Rhone-Poulenc Basic Chems. Co. v. Am. Motorists Ins. Co., 616 A.2d 1192 (Del. 1992) (contracts are interpreted from the four corners absent ambiguity)
- Exelon Generation Acquisitions, LLC v. Deere & Co., 176 A.3d 1262 (Del. 2017) (incorporation by reference requires explicit manifestation of intent)