Imperial Interplaza Inc. v. Corrections Corp. of America

717 S.W.2d 422, 1986 Tex. App. LEXIS 8454
CourtCourt of Appeals of Texas
DecidedAugust 28, 1986
DocketB14-86-146-CV
StatusPublished
Cited by5 cases

This text of 717 S.W.2d 422 (Imperial Interplaza Inc. v. Corrections Corp. of America) is published on Counsel Stack Legal Research, covering Court of Appeals of Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Imperial Interplaza Inc. v. Corrections Corp. of America, 717 S.W.2d 422, 1986 Tex. App. LEXIS 8454 (Tex. Ct. App. 1986).

Opinions

OPINION

CANNON, Justice.

Imperial Interplaza II, Inc. (Imperial) appeals the trial court’s summary judgment in favor of Corrections Corporation of America, Inc. (CCA). Imperial filed suit to enjoin the construction and operation of an illegal alien detention center on property adjacent to that owned by Imperial. The land owned by Imperial and the land leased by CCA for the detention center are covered by the same deed restrictions. Imperial brings five points of error challenging the trial court’s summary judgment ruling that CCA’s maintaining the detention center does not violate the deed restrictions. Imperial argues (1) as a matter of law the Architectural Control Committee of World Houston, Inc. (the Committee) did not have the power to allow the use of premises in the office park that is incompatible with uses enumerated in the deed restrictions; (2) a genuine issue of material fact exists regarding whether the use of premises for a detention center is incompatible with the enumerated uses; (3) the language in the deed restrictions granting the Committee power to approve particular uses is ambiguous and not subject to the trial court’s construction; (4) the permission granted by the Committee to CCA is void because neither CCA nor the Committee complied with the declaration’s variance requirements; and (5) a genuine issue of material fact exists concerning whether CCA or the Committee complied with the variance provisions. We affirm.

All issues in this appeal center upon the construction of two sections of the Declaration of Protective Covenants for World/Houston International Business Center, Section 1, as amended. It is therefore necessary to quote these provisions in full. Article VII, Building, Use and Con[423]*423struction Standards and Restrictions, provides:

Section 1. Permitted Uses. All of the Building Sites shall be used solely for office, office park, office/warehouse, hotel, retail, and such other uses as the Committee may determine, in its sole discretion, in writing, to be permitted uses which shall not be incompatible with the foregoing uses.... [I]n the absence of specific restrictions to the contrary, written approval of the Committee of a particular permitted use shall be conclusive evidence of compliance with the intent of these Protective Covenants as to the use of the portion of the Restricted Properties expressly made the subject of such approval.

Article VI, Architectural Control Committee, provides:

Section 4- Variances. This Declaration contains a number of provisions wherein the Committee is expressly granted the authority, in its discretion, to permit, consent to or approve a variance from the specific requirements or affect of a particular covenant. The Committee may require the submission to it of such documents and items ... as it shall deem appropriate, in connection with its consideration of a request for a variance. If the Committee shall approve such request for a variance, the Committee may evidence such approval, and grant its permission for such variance, only by written instrument, addressed to the Owner of the Building Site(s) relative to which such variance has been requested, describing the applicable covenants) and the particular variance requested, expressing the decision of the Committee to permit the variance, describing (when applicable) the conditions (which may be affirmative and/or negative in nature) on which the variance has been approved (including, as examples but without limitation, ... the nature of the proposed use which has been approved, ...) and signed by a majority of the then members of the Committee....

Under the last sentence of Article VII, Section 1, quoted above, written approval by the Committee is conclusive on the propriety of a proposed use unless a specific provision in the Declaration prohibits the proposed use. It is undisputed that the Committee approved in writing CCA’s proposal to use its leased property for the construction and operation of a detention center. Thus, this writing must be given conclusive effect unless the declaration contains a specific restriction to the contrary.

In its first point of error, Imperial argues that the language in Article VII, Section 1, “which shall not be incompatible with the foregoing uses” is such a restriction. Imperial therefore concludes in its second point of error the Committee’s written approval is not to be given conclusive effect and the compatibility of the proposed use remains a question of fact rendering the summary judgment improper. Imperial further reasons that if the language can be interpreted as other than a limitation on the Committee’s authority, then the language is ambiguous, cannot be interpreted by applying established rules of construction, and must be interpreted by resort to extrinsic evidence. Therefore summary judgment is improper.

Although we find the language ambiguous,1 we conclude that after applying applicable rules of interpretation, the parties did not intend the compatibility language in Article VII, Section 1 to limit the Committee’s authority.

[424]*424To ascertain the intent of the parties, the entire instrument should be considered so that none of its provisions is rendered meaningless. Southland Royalty Co. v. Pan American Petroleum Corp., 378 S.W.2d 50, 53 (Tex.1964). Also, words and phrases in a restrictive covenant will be accorded their ordinary and commonly accepted meanings. Knopf v. Standard Fixtures Co., 581 S.W.2d 504, 506 (Tex.Civ. App. — Dallas 1979, no writ).

A commonly and ordinarily accepted meaning of “specific” is “precisely formulated or restricted; definite; explicit; of an exact or particular nature.” Black’s Law Dictionary, 1254 (5th ed. 1979). The Declaration clearly contains some specific restrictions on uses to be permitted in the World/Houston Project. For instance, Article VII, Section 14 states:

No oil drilling or development operations, oil refining, quarrying, or mining operations of any kind shall be permitted upon or within any portion of the Restricted Properties, nor shall oil wells, tanks, tunnels, mineral excavations or shafts be permitted upon or within any portion of the Restricted Properties. No derrick or other structures designated for use in boring for oil or natural gas shall be erected, maintained or permitted upon any portion of the Restricted Properties.

In contrast, the compatibility language is not specific. Each proposed use requires a separate assessment and comparison by the Committee. Assessing and comparing necessarily requires an exercise of judgment by the Committee. Thus, compatibility is not a precisely formulated, definite, explicit, exact, or particular restriction. Compatibility is not a restriction which deprives the Committee’s approval of its conclusive effect.

Furthermore, the Declaration itself requires the interpretation that compatibility serves to guide, rather than limit, the Committee’s exercising its discretion in approving uses. Article VIII, Section 5 provides:

Interpretation.

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Imperial Interplaza Inc. v. Corrections Corp. of America
717 S.W.2d 422 (Court of Appeals of Texas, 1986)

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Bluebook (online)
717 S.W.2d 422, 1986 Tex. App. LEXIS 8454, Counsel Stack Legal Research, https://law.counselstack.com/opinion/imperial-interplaza-inc-v-corrections-corp-of-america-texapp-1986.