Dumbarton Improvement Ass'n v. Druid Ridge Cemetery Co.

73 A.3d 224, 434 Md. 37, 2013 WL 4461537, 2013 Md. LEXIS 575
CourtCourt of Appeals of Maryland
DecidedAugust 22, 2013
DocketNo. 128
StatusPublished
Cited by74 cases

This text of 73 A.3d 224 (Dumbarton Improvement Ass'n v. Druid Ridge Cemetery Co.) is published on Counsel Stack Legal Research, covering Court of Appeals of Maryland primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Dumbarton Improvement Ass'n v. Druid Ridge Cemetery Co., 73 A.3d 224, 434 Md. 37, 2013 WL 4461537, 2013 Md. LEXIS 575 (Md. 2013).

Opinion

BELL, C.J.

I.

In August, 1999, Druid Ridge Cemetery Company, one of the respondents (“Druid Ridge”), entered into a contract to sell 36.21 acres (the “Development Parcel”) of the approximately 200 acres1 that it owns and are a part of its cemetery [43]*43operation in Baltimore County. The purpose for which the intended purchaser, Druid Ridge, LLP, the other respondent, entered into the contract was to construct fifty-six semidetached residences on portions of the land that are immediately adjacent to Park Heights Avenue. The proposed sale has been challenged by the petitioners, the Dumbarton Improvement and Long Meadow Neighborhood Associations, which represent residents from the other side of Park Heights Avenue, individual residents of these neighborhoods, and seven owners of burial lots in the Druid Ridge Cemetery. They brought an action in the Circuit Court for Baltimore County seeking, inter alia, a declaration that the residential development violated restrictive covenants contained in the deed conveying the cemetery property to Druid Ridge.

The present challenge, initiated on November 1, 2006, is premised on the restrictive covenant contained in the 1913 deed conveying the property to Druid Ridge. Arguing that the covenant burdened the land then and still does, the petitioners maintain that the proposed sale violates the covenant and should not be permitted to proceed. On May 9, 2008, the Circuit Court for Baltimore County determined that the language of the restrictive covenant was ambiguous and that, even if the language were unambiguous, there were radically changed circumstances in the area that rendered the restrictive covenant ineffective and unenforceable. On September 29, 2010, the Court of Special Appeals affirmed this judgment by the Circuit Court. Dumbarton Improvement Ass’n v. Druid Ridge Cemetery Co., 195 Md.App. 53, 57, 5 A.3d 1133, 1135 (2010). Because we conclude that the language of the restrictive covenant is unambiguous, and, further, that the nexus between the changed circumstances and the purpose of the covenant offered by the respondents is not sufficient to render the restrictive covenant unenforceable, we shall reverse.

[44]*44II.

The Druid Ridge Cemetery of Baltimore County (the “Cemetery”) was incorporated on January 14, 1896. The Cemetery acquired, on the same day, 200 acres from Charles Tyler, the corporation’s largest shareholder, see Gregory, 119 Md. at 497-98, 87 A. at 528, to create a modern burial setting, unique for both its size and park-like appearance.2 Because Maryland law, at that time, prohibited cemeteries from holding more than 100 acres, following the organization of the Cemetery, the Maryland General Assembly promulgated Acts of 1900, Chapter 537, which authorized the corporation to “take, hold and use” 200 acres “for the purpose of burial.” The Cemetery was also at the vanguard of a movement to make park-like cemeteries. See For Burial Reform, New York Mail and Express, June 7,1898.

The Cemetery fell into insolvency in 1910, just twelve years after it commenced operations in 1898, largely due to its unsustainable business model, and was placed into receivership. Gregory, 119 Md. at 499-500, 87 A. at 524. As of 1911, approximately 134 of the Cemetery’s 200 acres were not being used for burial plots or cemetery lawns. Dumbarton Improvement Ass’n, 195 Md.App. at 59-60, 5 A.3d at 1137. On May 1, 1911, court-appointed receivers reported that the best way to protect the interest of creditors and to provide for the perpetual care of lots already sold was to sell all the property of the corporation, unencumbered by the accrued debt, to a purchaser willing to continue the Cemetery as an ongoing concern. Gregory, 119 Md. at 501, 87 A. at 525. In response, some creditors told the court that their interests would best be protected by permitting the property to be used to meet varied interests.

On March 21, 1912, the insolvency court adopted the recommendation of the receivers. It found:

[45]*45“ ... that the land of the corporations consisting of about 200 acres, more or less, and all personal property should by the Receivers be sold as and for a cemetery upon such terms as the Receivers in the[ir] discretion shall deem most advantageous, discharged and free from the operation and effect of the 10,000 land shares mentioned in the said Agreement of January 14, 1896 or any other lien or obligation of the said corporation, except that the purchaser will be required to set apart and invest out of the purchase price the sum of $40, 000 to provide for the perpetual care of the lots already sold and to covenant to set apart a sufficient sum from lots by the purchaser thereafter sold to invest for the permanent maintenance thereof.”

Dumbarton Improvement Ass’n, 195 Md.App. at 60, 5 A.3d at 1137 (emphasis included). In its decree, the court ordered:

“That all the unsold land of the corporation ... be sold [by the receivers] ... and that the course and manner of their proceedings shall be as follows: ... They shall then make said sale of said unsold lots and improvements in which the use of lots for burial purposes has not been sold.... Said receivers shall offer all said unsold land described in the deed as a whole .... Said property shall be offered for sale by said receivers as a cemetery, to be maintained and operated as such, subject to the proviso that the purchaser or purchasers thereof shall covenant and agree, in the deed to be executed to such purchaser or purchasers of said property ... to hold and invest [$40,000] for the perpetual care thereof and of said cemetery grounds, and shall also in said deed covenant and agree to set apart, invest and hold, such portion of the proceeds of the sale of lots hereafter to be sold in said Cemetery as may be necessary to provide for the perpetual maintenance and care of said lots so hereafter to be sold.
“[T]he said Receivers shall, by a good and sufficient deed, ... so as to contain[Jthe covenants aforesaid, convey [the Cemetery] to the purchaser or purchasers subject also [to] the obligations of the purchaser or purchasers of said [46]*46property to provide for the perpetual care of lots and of said cemetery grounds as hereinbefore set forth.”

The receivers reported that the court’s condition requiring the land to be used as a cemetery was not being favorably received by potential buyers. Dumbarton Improvement Ass’n, 195 Md.App. at 60, 5 A.3d at 1137. As a result, the insolvency court amended its order by striking the condition that the property be operated as a cemetery, thus “reserving for [its] future determination the question how much, if any, of said property shall be required to be maintained as a cemetery.” Id. at 61, 5 A.3d at 1137.

On August 8, 1912, the receivers accepted an offer to purchase the property of the Cemetery for $205,000, subject to the exact conditions that had been set forth in the insolvency court’s initial order and decree. Gregory, 119 Md. at 502, 87 A. at 525. On March 17, 1913, a deed that transferred 200 acres from the receivers to the Druid Ridge Cemetery Company was executed. The deed provided, in relevant part:

“[Sellers], do hereby grant and convey unto [buyers],

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73 A.3d 224, 434 Md. 37, 2013 WL 4461537, 2013 Md. LEXIS 575, Counsel Stack Legal Research, https://law.counselstack.com/opinion/dumbarton-improvement-assn-v-druid-ridge-cemetery-co-md-2013.