Worick Land Holdings, LLC v. Scott County Rural Land Management Board, Inc.

• Court: Court of Appeals of Kentucky
• Decided: September 5, 2025
• Docket: 2024-CA-0951
• Status: Published

Opinion

RENDERED: SEPTEMBER 5, 2025; 10:00 A.M. TO BE PUBLISHED

Commonwealth of Kentucky Court of Appeals NO. 2024-CA-0951-MR

WORICK LAND HOLDINGS, L.L.C. APPELLANT

APPEAL FROM SCOTT CIRCUIT COURT v. HONORABLE KATHRYN H. GABHART, JUDGE ACTION NO. 23-CI-00660

SCOTT COUNTY RURAL LAND MANAGEMENT BOARD, INC. APPELLEE

OPINION REVERSING AND REMANDING

** ** ** ** **

BEFORE: COMBS, ECKERLE, AND L. JONES, JUDGES

ECKERLE, JUDGE: Appellant, Worick Land Holdings, L.L.C. (“Worick”),

challenges the Scott Circuit Court’s Order dismissing its Complaint pursuant to

Kentucky Rules of Civil Procedure (“CR”) 12.02 and 19.01, and the Kentucky

Declaratory Judgment Act (“KDJA”), Kentucky Revised Statutes (“KRS”)

418.040 et seq. After careful consideration, we reverse and remand for additional

proceedings. FACTUAL AND PROCEDURAL BACKGROUND

This appeal arises from a Deed of Conservation Easement (the

“Easement”) over approximately 151.7 acres of land in Scott County, Kentucky

(the “Property”). In 2011, the Joe M. Davis and Mary C. Davis Family Limited

Partnership (“DFLP”) conveyed the Easement to Appellee, the Scott County Rural

Land Management Board, Inc. (the “Board”), in consideration for $574,000.

The Easement’s conveyance names the DFLP as the “Grantor,” in

favor of the Board as “Grantee,” and the United States, acting by and through the

Department of Agriculture (“USDA”), Natural Resources Conservation Service

(“NRCS”), on behalf of the Commodity Credit Corporation (collectively referred

to as the “United States”), “as its interest appears herein.” Trial Record (“TR”), p.

9. Notably, the United States is not named as a Grantee. Also significant is the

Easement’s conveyance language that the Grantee “shall have the primary

responsibility for management and enforcement of the terms of this [Easement],”

and its obligation is “subject to the rights of the United States.” TR, p. 9 (emphasis

added).

The conveyance’s paragraphs and mutual covenants reveal the United

States’ “rights” under the Easement encompass the right to enforce the terms

therein if certain conditions precedent occur. To be specific, the Easement

provides the United States with the “same rights of enforcement as the Grantee

-2- under this Easement.” TR, p. 12. However, the subsequent sentence clarifies that

the “United States will only exercise those rights of enforcement as set forth in

section 7.11.” TR, p. 12. Oddly, the Easement does not include any provision

labeled “section 7.11.” The parties’ exchange of promises further elucidates the

interplay between the United States’ right of enforcement and the Board’s status as

Grantee, stating as follows: “Grantee shall act as primary steward of this

Easement, until such time as the United States exercises its rights of enforcement,

if ever. In the event that such rights of enforcement are triggered, the references

[herein] to ‘Grantee’ shall be read to mean to the United States as well.” TR, p. 12

(emphasis added).

Moving through the pertinent language in order of the Easement’s

numbered Sections, we commence with Section 1, which delineates the

Easement’s purpose as protecting the “prime, unique, [Property land] in order to

preserve agricultural viability.” TR, p. 12. Section 2 of the Easement describes

the rights of the Grantee, including the right to protect the conservation values of

the Property, to enter the Property “to monitor compliance with and otherwise

enforce the terms of this Easement in accordance with Section 7; . . . [and] to

prevent . . . use of the Protected Property that is inconsistent with the [p]urpose of

this Easement . . . by exercise of the remedies set forth in Section 7.” TR, p. 13.

-3- Turning to Section 3 of the Easement, the Grantor’s affirmative

obligations include, inter alia, compliance with the terms of the Easement and any

conservation plans as formulated by the NRCS. If the Grantor does not comply

with its affirmative obligations under the conservation plan, “the NRCS will

inform the Grantee of the Grantor’s noncompliance. The Grantee shall take all

reasonable steps (including efforts at securing voluntary compliance and, if

necessary, appropriate legal action) to secure compliance with the conservation

plan . . . .” TR, p. 13.

Section 4 of the Easement contains a list of “Prohibited Uses” of the

Property. Central to the appeal before us is Subsection 4(j), which states

“Subdivision of the Protected Property is prohibited.” TR, p. 16. The Easement

does not define the term “subdivision.” Equally relevant is Section 6, titled

“Enforcement/Management,” and states that the Grantee is charged with

investigating violations of the Easement, informing the NRCS of the same, and

taking “appropriate enforcement action.” TR, p. 20. Section 6 provides that if the

Grantee fails to resolve violations of the Easement within 60 days from discovery

it “may result in enforcement of the terms of the Easement by the United States.”

TR, p. 21.

Section 5 of the Easement, titled “Permitted Uses,” delineates a list of

allowable activities and uses of the Property. TR, p. 17. Section 6 describes the

-4- initial baseline report and the responsibilities of the Grantee to ensure that the

Property is maintained in accordance with the report. Subsection (a) states that the

Grantee shall provide annual monitoring of the report and must resolve any

violation within 60 days of discovery. “Failure to cure the violation may result in

enforcement of the terms of the Easement by the United States.” TR, p. 21

While mentioned in relation to the United States’ enforcement rights,

Section 7, is titled “Notice and Approval,” and details the notice and approval

requirements for permitted activities on the Property as designated in Section 5.

TR, p. 21-22. Section 7 does not refer to the United States or any of its agencies.

As mentioned above, there is no section labeled “section 7.11.”

Moving on to Section 8 of the Easement, should the Grantee find “that

a violation of the terms of the Easement has occurred or is threatened, Grantee

shall give written notice to Grantor of such violation and demand corrective action

. . . .” TR, p. 22. If corrective action is not taken, the Grantee may seek relief in

equity or in law. In the event the parties fail to fulfill their duties under the

Easement, Section 8.10 provides the Scott County Fiscal Court (the “Fiscal Court”)

with the mandatory duty to bring suit to enforce the terms of the Easement against

the Grantor or the Grantee.

-5- Progressing to a critical section of the Easement, we turn to Section

10, titled “General or Standard Provisions.” In Section 10.13, titled “Right of

Enforcement,” the Easement grants the United States a right of enforcement as

follows: “Under this Easement, the United States is granted the rights of

enforcement in order to protect the public investment. The Secretary of [the

USDA] . . . may exercise this right of enforcement . . . if the Grantee, or the [Fiscal

Court], fail to enforce any of the terms of this Easement, as determined in the sole

discretion of the [USDA] Secretary.” TR, p. 27 (emphasis added). Next, Section

10.14, permits the transfer or assignment of the Property subject to the Easement,

which runs with the Property in perpetuity.

With the limited exception of Sections 13.2 and 18.1, the remaining

provisions of the Easement are not relevant to our review. Section 13.2 names the

Fiscal Court as the “Backup Grantee.” TR, p. 31. Section 18.1 of the Easement

provides that the “interpretation and performance of this Easement shall be

governed by the law of the Commonwealth of Kentucky.” TR, p. 32.

A plain reading of the Easement indicates that the United States has

a right to enforce the terms of the Easement if, and only if, the right of enforcement

is “triggered.” The triggering event derives from the Grantee’s failure to fulfill its

primary duty to enforce the terms of the Easement. Relating to the subdivision

restriction, if the Grantee (or Fiscal Court) fails to enforce the Easement terms, the

-6- United States may elect to assert its enforcement rights. Thus, the right is not

automatic and is contingent on the USDA Secretary’s determination that the

Grantee has failed to enforce the Easement restrictions.

With these relevant Easement provisions in mind, we turn to the facts

alleged in Worick’s Complaint, which is the operative pleading for purposes of this

Court’s review. In 2019, Worick purchased the Property from DFLP in fee simple.

Worick acknowledges that it is bound by the terms of Easement as the successor

“Grantor.” Accordingly, Worick has an affirmative obligation to comply with the

terms of the Easement, including selling or transferring the Property in a manner

consistent with the subdivision prohibition contained within Section 4(j).

In March of 2021, Worick desired to sell one of the servient parcels

and notified the United States of its intention. In response, the United States

informed Worick that selling individual parcels violated Section 4(j) of the

Easement’s subdivision restriction. On October 31, 2022, Worick, with the

assistance of counsel, provided the Board and the United States with written notice

of its intent to sell one or more servient parcels to one or more buyers no earlier

than 30 days from the date of notice. The Scott County Attorney, Cameron

Culbertson, informed Worick, by letter dated November 23, 2022, that the Board

and the Fiscal Court oppose any sale of individual parcels to one or more buyers as

such action constitutes an impermissible subdivision of the Property.

-7- Worick alleges that under the governing laws of this Commonwealth,

the sale of any one of the servient parcels is not a subdivision of the property

because the parcels existed individually prior to the creation of the Easement, the

parcels will remain subject to the Easement upon any sale or transfer, and such

transaction will not frustrate or impair the purpose of the Easement.

The jurisprudential development of this appeal began in February of

2023 when Worick filed suit in the Federal District Court seeking a declaratory

judgment that the potential sale(s) of individual servient parcels to one or more

purchasers does not violate Section 4(j) of the Easement.1 Worick named the

Board and the United States as party defendants.

In June of 2023, upon the Board and the United States’ joint motion,

the Federal District Court dismissed Worick’s complaint without prejudice on the

basis that it lacked subject matter jurisdiction. That Court concluded that the

Federal Quiet Title Act, 28 United States Code (“U.S.C.”) § 2409a, did not permit

declaratory relief in the form of construing the language of an easement because

the cause of action does not concern title to property.

In September of 2023, Worick filed a nearly-identical, declaratory

action in the Scott Circuit Court pursuant to the KDJA, again naming the Board

1 Worick Land Holdings, L.L.C. v. Scott Cnty. Rural Land Mgmt. Bd., Inc., United States District Court, Eastern District of Kentucky, Case No. 5:23-cv-49-DCR.

-8- and the United States as party defendants.2 Worick pointed out that the United

States has “tertiary rights to enforce the terms of the [Easement] if and to the extent

others fail to do so and, thus, [is] being included as [a party defendant] for notice

purposes.” TR, p. 82. The United States summarily filed a notice of removal to

Federal Court pursuant to 28 U.S.C. § 1442(a)(1). Worick, expecting the Federal

District Court to dismiss the action once again on jurisdictional grounds,

voluntarily dismissed its complaint.

On September 8, 2023, Worick pursued declaratory relief for a third

time, filing the underlying Complaint in the Scott Circuit Court. Worick’s

Complaint is substantively the same as its prior two complaints. However, in this

third Complaint, Worick only named the Board as party defendant. The

allegations of Worick’s Complaint clarified that the Board is the sole Grantee

under the Easement, has taken action to enforce Section 4(j) of the Easement, and

is therefore the only party with the present right of enforcement. Worick also

attached and incorporated by reference the Easement and the correspondence

discussed supra.

On October 6, 2023, citing CR 12.02, the Board filed a Motion to

Dismiss Worick’s Complaint due to its failure to name the United States as a party

2 Worick Land Holdings, L.L.C. v. Scott Cnty. Rural Land Mgmt. Bd., Inc., Scott Circuit Court, Civil Action No. 23-CI-00567.

-9- defendant pursuant to CR 19 and the KDJA. The crux of the Board’s argument

was that the United States is a necessary party based on its right to enforce the

terms of the Easement. In response, Worick argued that neither CR 19.01 nor the

KDJA renders the United States as a “necessary” or “interested” party to the action

because the United States is not a Grantee and has taken no steps to perfect its right

of enforcement. Considering the Board’s affirmative opposition to Worick’s

proposed sale of individual parcels of the Property to one or more buyers, Worick

argued that the United States is without a present enforcement interest to assert.

Worick also contended that even if the United States qualified as a necessary party,

dismissal is unwarranted because the United States does not qualify as an

indispensable party pursuant to CR 19.02.

On June 18, 2024, following written and oral arguments on the

Board’s motion, the Trial Court dismissed Worick’s Complaint without prejudice.

The Trial Court’s five-page Order recited the relevant facts, standard of review,

applicable law, and provided a one-paragraph application of the law to the facts.

The Trial Court’s analysis is as follows: “Plaintiff acknowledged [the United

States’] interest by naming [the United States] in [Worick’s] first two lawsuits.

[The United States is a] part[y] to the Easement and ha[s] final authority to enforce

it even if the [Board] does not. [The United States’] omission requires dismissal of

the complaint.” TR, p. 237. Worick appeals from this Order.

-10- STANDARD OF REVIEW

CR 12.02(g) permits a defendant to request dismissal of an action for

“failure to join a party under Rule 19.” The KDJA also requires dismissal for

failure to join necessary parties who are described as those who have an interest

that will be affected by the requested declaratory relief. See KRS 418.075. Under

both CR 19 and the KDJA, dismissal for non-joinder is subject to an abuse of

discretion standard of review. See Commonwealth, Dep’t of Fish & Wildlife

Resources v. Garner, 896 S.W.2d 10, 14 (Ky. 1995) (applying an abuse of

discretion standard when reviewing joinder under CR 19 and the KDJA); Sherrard

v. Jefferson Cnty. Bd. Of Educ., 171 S.W.2d 963, 965 (Ky. 1942) (in an appeal

concerning non-joinder in an action for declaratory judgment, the Court stated that

“[d]eclining to declare the rights was within the discretion of the circuit court”).

An abuse of discretion occurs when “the trial judge’s decision was

arbitrary, unreasonable, unfair, or unsupported by sound legal principles.”

Commonwealth v. English, 993 S.W.2d 941, 945 (Ky. 1999). As applied to the

issue of joinder, an abuse of discretion occurs where the order on appeal “is clearly

erroneous [or] affects the substantial rights of the parties.” West v. Goldstein, 830

S.W.2d 379, 385 (Ky. 1992). In deciding whether findings are clearly erroneous,

we endeavor to determine if they are without adequate evidentiary support or

occasioned by erroneous application of the law. See Rogers v. Lexington-Fayette

-11- Urban Cnty. Gov’t, 175 S.W.3d 569, 571 (Ky. 2005) (citation omitted). The issues

presented in this appeal do not involve issues of fact, but only the application of

law. We also underscore that a Trial Court should utilize its discretion in a manner

consistent with effectuating the goals of the rule. See Garner, 896 S.W.2d at 14

(“The decision as to necessary or indispensable parties rests within the sound

authority of the trial judge in order to effectuate the objectives of the rule.”).

ANALYSIS

The KDJA, CR 19.01, and CR 19.02 comprise the legal framework

within which we conduct our review. The Order on appeal does not distinguish

between the KDJA and CR 19.01, and it fails to mention CR 19.02 in any respect.

Nonetheless, we will review the KDJA and CR 19 in turn.

To begin, the KDJA, specifically KRS 418.075, titled in part,

“Necessary parties,” requires that “all persons shall be made parties who have or

claim any interest which would be affected by the declaration, and no declaration

shall prejudice the rights of persons not parties to the proceeding.” As applied to

the appeal sub judice, Worick is mandated to name any party that has an interest

that will be affected by the requested judicial declaration. See Commonwealth ex

rel. Meredith v. Reeves, 157 S.W.2d 751, 753 (Ky. 1941) (stating that naming

necessary parties in a declaratory judgment action is mandatory).

-12- Similarly, CR 19.01, titled “Persons to be joined if feasible[,]”

provides as follows:

A person who is subject to service of process, either personal or constructive, shall be joined as a party in the action if (a) in his absence complete relief cannot be accorded among those already parties, or (b) he claims an interest relating to the subject of the action and is so situated that the disposition of the action in his absence may (i) as a practical matter impair or impede his ability to protect that interest or (ii) leave any of the persons already parties subject to a substantial risk of incurring double, multiple, or otherwise inconsistent obligations by reason of his claimed interest.

When joinder under CR 19.01 is not feasible, we must determine if

dismissal is warranted under CR 19.02, which states, in part, the following:

If a person as described in Rule 19.01 cannot be made a party, the court shall determine whether in equity and good conscience the action should proceed among the parties before it, or should be dismissed, the absent person being thus regarded as indispens[a]ble.

CR 19.01 and 19.02 are virtually identical to Rule 19 of the Federal Rules of Civil

Procedure (“Fed. R. Civ. P.”). See Jones by and through Jones v. IC Bus, L.L.C.,

626 S.W.3d 661, 670 (Ky. App. 2020) (“The only significant difference between

the two concerns federal jurisdiction.”). As a result, this Court regards “cases

analyzing the federal rule [as] highly relevant in determining the proper

interpretation and application [of CR 19] . . . .” Id. This Court has further adopted

the three-step analysis espoused by the Sixth Circuit Court of Appeals in American

-13- Express Travel Related Services, Co., Inc. v. Bank One-Dearborn, N.A, 195 F.

App’x 458, 460 (6th Cir. 2006). Jones, 626 S.W.3d at 671. To summarize

broadly, a moving party must demonstrate the following to obtain dismissal based

on non-joinder of an absent party pursuant to CR 19.01 and 19.02: (1) the absent

party is necessary to the action pursuant to CR 19.01; (2) the Trial Court cannot

feasibly join the necessary party under CR 19.01 because the party is not subject to

service of process; and (3) the necessary party is indispensable to the action so as

prevent the case from proceeding in the party’s absence pursuant to CR 19.02.

For the sake of clarity, we refer to the first inquiry as determining

whether the party is necessary to the action under CR 19.01; and, if so, the third

inquiry evaluates if the absent party is indispensable requiring dismissal under CR

19.02. See Baker v. Weinberg, 266 S.W.3d 827, 832 (Ky. App. 2008) (“[U]nder

CR 19.01, a necessary party is a party who should be joined in an action, and

under CR 19.02, an indispensable party is a party who must be joined in an action,

and in such party’s absence, the action may be dismissed.”). Thus, “necessary”

and “indispensable” are distinct terms with different meanings, and they are not

interchangeable.

On a more granular level, the necessary party analysis considers two

broad categories promulgated in CR 19.01(a) and (b). Under CR 19.01(a), a

necessary party is a party whose absence prevents a Court from providing the

-14- already-named parties with complete relief. Under CR 19.01(b), the absent,

unnamed party is a necessary party if he has an interest in the action and

adjudication of the action will either (i) hinder his ability to protect that interest or

(ii) subject the already-named parties to inconsistent obligations due to that

interest. If the absent party is necessary, the Trial Court’s second step is to join the

party if feasible pursuant to CR 19.01. Unlike its federal counterpart, CR 19.01

makes clear that feasibility is only dependent on whether the party is subject to

service of process. Cf. Fed. R. Civ. P. 19(a)(1) (“A person who is subject to

service of process and whose joinder will not deprive the court of subject-matter

jurisdiction must be joined . . . .”).

If the absent, necessary party cannot be joined, a Court must proceed

to the third inquiry delineated in CR 19.02, which considers, “in equity and good

conscience[,]” whether the necessary party is indispensable to the action, thereby

requiring dismissal. CR 19.02 provides four factors for a Court’s consideration

when determining whether equity requires dismissal. The indispensability analysis

guides the Trial Court to weigh pragmatic and equitable factors considering

whether the case can proceed in the absence of the non-joined party. Id.; Liquor

Outlet, L.L.C. v. Alcoholic Beverage Control Board, 141 S.W.3d 378, 387 (Ky.

App. 2004) (citations omitted).

-15- I. KDJA

The language of the KDJA demonstrates an overarching objective,

which is undoubtably harmonious with the equitable principle “that no Court can

adjudicate directly upon a person’s right, without the party being either actually or

[constructively] before the court.” Mallow v. Hinde, 25 U.S. 193, 198 (1827).

While similar to CR 19, our authoritative case law has referred to the KDJA as

“provid[ing] an additional basis for dismissal for failure to join indispensable

parties.” Gilland v. Dougherty, 500 S.W.3d 217, 223 (Ky. 2016). Indeed, our

Supreme Court has reviewed dismissal pursuant to the KDJA separately from CR

19.01 and 19.02. See Garner, 896 S.W.2d at 14-15. Therefore, despite the

overlapping language and considerations at play, it is incumbent upon this Court to

evaluate dismissal for non-joinder under the KDJA separately from CR 19.

To determine whether the KDJA necessitates dismissal, we first

identify the United States’ interest and if Worick’s requested judicial declaration

affects said interest. The Trial Court’s Order provided limited analysis and simply

supplied two legal conclusions supporting dismissal due to Worick’s failure to

name the United States as a party defendant. First, the Trial Court relied on

Adamson v. Adamson, 635 S.W.3d 72 (Ky. 2021), for the proposition that “in real

estate controversies, ‘all persons who are interested under the title are necessary

parties.’” TR, p. 246. Second, the Trial Court found that Worick’s naming of the

-16- United States in its preceding two lawsuits sufficiently demonstrates the United

States’ interest and requires dismissal.

Regarding Adamson, the Trial Court did not accurately quote the

proposition upon which it relied. The correct quotation is as follows: “Because of

our ruling on the Statute of Frauds this issue is not controlling upon us, but we

would remind the lower courts that in ‘controversies concerning title to real estate

all of the persons who are interested under the title in litigation are necessary

parties.’” Id. at 81 (emphasis added) (quoting Lunsford v. Witt, 309 S.W.2d 348,

349 (Ky. 1958)).

Notwithstanding the language in the quotation, Adamson is inapposite

to the issue because the Kentucky Supreme Court decided the appeal on other

grounds and did not apply the KDJA (or CR 19, for that matter). Moreover, the

Adamson Court was confronted with title to property. Here, however, Worick

seeks the interpretation of a negative restriction on the Easement. Thus, the Trial

Court’s reliance on incorrect language in a distinguishable case is misplaced and

not supported by sound legal principles. Cf. Gilland, 500 S.W.3d 217 (dismissal

required where record landowners subject to quiet title action were not made

parties to the action even though surrounding landowners were included).

Furthermore, even if we accept the Trial Court’s implicit ruling that a

contingent right to enforce a negative easement of which the party is not a grantee

-17- qualifies as an “interest” under Adamson, the Trial Court did not provide any law

or reasoning to support the conclusion that such an interest is also affected by the

requested judicial declaration. The same holds true with respect to the Trial

Court’s finding that Worick’s naming of the United States in its prior two lawsuits

equates to an admission of the United States’ interest. While the Trial Court’s

conclusion regarding the existence of an interest may be true, it simply failed to

address the critical inquiry as to whether the United States’ interest is affected by

the requested declaratory judgment. See KRS 418.075 (“[A]ll persons shall be

made parties who have or claim any interest which would be affected by the

declaration . . . .”) (emphasis added).

Despite these salient errors, we must still evaluate whether affirmance

of the Trial Court’s dismissal is nevertheless appropriate. Focusing first on the

requested declaration, Worick is not seeking to quiet title, and it is not petitioning

for a declaration regarding any party’s right to enforce the terms of the Easement.

Worick is requesting a judicial declaration interpreting an Easement restriction.

Particularly, Worick seeks a judicial determination regarding whether “the sale or

transfer . . . of the Subservient Parcels [that] remain subject to the Deed of

Easement” qualifies as a subdivision. TR, p. 6. This Court has not observed any

explanation or example illustrating how a judicial declaration interpreting the term

-18- “subdivision” under Kentucky law affects the United States’ enforcement right

under the Easement – a right that has not even been triggered.

The Easement expressly provides the Board with “the primary

responsibility for management and enforcement,” subject to the United States’

right of enforcement. TR, p. 9. The United States’ right to enforce the Easement

occurs only “if the [Board], or Scott County Fiscal Court, fail [sic] to enforce any

of the terms of this Easement, as determined in the sole discretion of the

Secretary.” TR, p. 27 (emphasis added). As such, the United States has a right of

enforcement contingent on the Board or Fiscal Court first failing to prohibit

Worick from conveying the property in violation of the subdivision restriction.

Whether the United States desires to oppose in litigation a judicial declaration on

the merits of the term “subdivision” or challenge a subsequent sale of individual

parcels is certainly within the USDA Secretary’s discretion. Yet, we have seen no

allegations that the United States is seeking or will seek to possess a present,

primary right of enforcement. As the allegations stand to date, the Board remains

the sole Grantee, with the lone right of enforcement.

The Board argues that nothing in the Easement precludes the United

States from enforcing the Easement “under other circumstances.” Appellee Brief,

p. 6. The Board does not elucidate as to these “other circumstances.” Instead, the

Board cites Perry v. Perry, 143 S.W.3d 632, 633 (Ky. App. 2004), to support its

-19- contention that this Court “cannot read words into the contract which it does not

contain.” In Perry, a predecessor panel of this Court interpreted a marital

dissolution settlement agreement to determine the valuation date of pension

benefits. 143 S.W.3d at 633. The Perry opinion has no bearing on the appeal

before us; rather, Perry restates well-established legal tenets of contract

interpretation, which we apply to all issues concerning the same. Id. (quoting Goff

v. Blackburn, 299 S.W. 164, 165 (Ky. 1927)).

Again, as it relates to the appeal before this Court, the Easement is

clear that the Board holds the “primary” duty to enforce the Easement, and the

United States has the right to enforce the Easement upon the fulfillment of specific

contingencies. While those contingencies are discretionary on the part of the

United States, it does not negate the Easement’s clear language that its right of

enforcement does not convert to a present right of enforcement unless, and until,

the Secretary of the USDA determines that the Board or the Fiscal Court failed to

enforce the terms of the Easement. There is no legitimate argument that our

conclusion is reading “words into the [Easement] which it does not contain.”

Further, while no party has pointed to this fact, the Easement does not

reveal a specific process or standard governing the USDA Secretary’s

determination. Nonetheless, absent allegations or assertions that the United States

has met the conditions requisite to enforce the Easement presently – e.g., the Board

-20- has failed to enforce the Easement, and the USDA Secretary has decided the

United States must step in to enforce the Easement – we cannot speculate as to the

actions of the USDA Secretary. Our review is confined to the allegations of the

Complaint and the attachments thereto.

In sum, we recognize the United States’ interest in enforcing the terms

of the Easement. However, the Trial Court and the Board fail to articulate the

reasons or manner by which Worick’s requested judicial declaration would affect

the United States’ enforcement rights in light of the relevant Easement language

and in the context of the Easement as a whole. Absent a showing that the United

States’ interest will be affected by judicial declaration, dismissal for non-joinder

under the KDJA is not appropriate. Our holding is bolstered by the fact that the

United States’ enforcement right is contingent, and it has not taken action to render

said right to make it presently enforceable despite having notice of Worick’s intent

to sell.

This Court is cognizant of the lack of precedential authority on the

issue. We find Worick’s submission of Garner, 896 S.W.2d 10, as persuasive

support for our holding. In that case, Garner obtained declaratory relief and a

permanent injunction preventing the Kentucky Department of Fish & Wildlife

Resources (the “Department”) from erecting and maintaining a locked gate to a

cemetery where his relatives are buried. Id. at 12. The cemetery is located on

-21- property within Lake Cumberland and owned by the United States in fee simple.

Id. at 12. The United States provided the Department with a license to manage the

fish and wildlife thereon. Id. On appeal, the Department challenged Garner’s

failure to include the United States as a necessary party under CR 19 and the

KDJA. Id. The Kentucky Supreme Court held that Garner enjoyed an easement to

visit the cemetery by operation of law. Id. The Kentucky Supreme Court also held

that the United States is not an indispensable party pursuant to CR 19 or the KDJA.

Id. at 14. Specific to the KDJA analysis, the Kentucky Supreme Court reasoned

that the United States’ interest, as fee simple record owners of the property, was

not affected by the declaratory relief. Id. Our highest Court reasoned that

irrespective of Garner’s requested declaration, the United States has the same

interest as it always has enjoyed. Id. at 15.

Garner is by no means squarely on point. However, Garner

demonstrates that merely having an interest or right under the easement does not

mandate dismissal under the KDJA if the absent party’s interest is not affected.

Moreover, the United States’ interest in Garner was arguably more affected than in

the case sub judice, as it was the owner of the servient land in fee simple there, but

not here.

In applying the principles of the KDJA and Garner, we find a judicial

interpretation of the scope of the Easement will not affect the United States’

-22- interest should it elect to utilize its right of enforcement. Cf. Reeves, 157 S.W.2d

at 753 (parties to contracts are necessary where the contract’s validity is

challenged). At this time, the United States has not stepped in to assert

enforcement of the Easement. To the contrary, it filed a motion in Federal Court

actively seeking (and receiving) dismissal from the litigation. Furthermore, its

interest thusly will remain unchanged by a judicial declaration interpreting the

legal meaning of an undefined term therein. See West, 830 S.W.2d 379 (absentee

beneficiaries to an action contesting a will are not necessary parties because their

interest is not affected by the outcome); Sherrard, 171 S.W.2d at 965 (in

declaratory judgment regarding the constitutionality of a law providing

transportation to private school pupils, the Court declined dismissal for failure to

name the State Board of Education because “an adjudication will not adversely

affect the [parties’] rights”).

As a last point on this issue, we underscore that a declaratory

judgment shall be res judicata between Worick and the Board. The United States’

enforcement of the subdivision restriction before, during, or after any sale or

transfer is a matter on which we do not opine. See De Charette v. St. Matthews

Bank & Trust Co., 283 S.W. 410 (Ky. 1926).

To conclude, in the absence of legal authority or articulated reasoning

that Worick’s requested judicial declaration will affect the United States’

-23- prospective enforcement rights, we hold that the Trial Court abused its discretion

in finding the United States is a necessary party under the KDJA, and it was

reversable error for the Trial Court to dismiss Worick’s Complaint pursuant

thereto.

II. CR 19.01

Having made this determination of the impropriety of the dismissal of

the action under the KDJA, we briefly analyze whether the United States is a

necessary party pursuant to CR 19.01. The Trial Court did not identify which

portion of CR 19.01 it used to support compelling the United States’ joinder. We

will address both subsections (a) and (b). First, we find no tenable argument that

CR 19.01(a) is implicated because a judicial declaration interpreting the term

“subdivision” will provide complete relief to Worick and the Board – i.e., the sale

of individual parcels is either a subdivision under Kentucky law or it is not. A

Trial Court is unable to provide complete relief where a “determination of the

controversy” requires it as an initial matter to ascertain and settle the rights of the

absentee party “before the rights of the parties to the suit can be determined.” 67A

C.J.S. Parties § 3 (2020). Here, the Trial Court is not required to settle the rights

of the United States in order to interpret the meaning of the term “subdivision”

within the context of the Easement and under Kentucky law.

-24- Similarly, CR 19.01(b)(i) does not render the United States a

necessary party as the requested declaration will not impair or impede the United

States’ prospective right of enforcement. We will not belabor this point. Instead,

we refer to our analysis supra, which provides a detailed basis for the conclusion

that the United States’ interest will not be affected, let alone hampered or impaired,

by a judicial declaration.

Regarding CR 19.01(b)(ii), the Board and Worick merely assert

conclusory statements that a judicial declaration will (or in the case of Worick, will

not) leave the parties subject to a substantial risk of incurring inconsistent

obligations. Worick and the Board fail to cite to case law on this issue, including

opinions from other state or federal jurisdictions. In an unpublished opinion of this

Court, we addressed this element in detail, explaining that inconsistent obligations

are distinguishable from inconsistent adjudications or results. Sears v. Clark, No.

2022-CA-0852-MR, 2023 WL 5312888, at *5-6 (Ky. App. Aug. 18, 2023).

Perhaps the United States may at some point seek judicial interpretation of

“subdivision.” However, we have no practical description or example to evaluate

substantively whether such action will expose Worick or the Board to inconsistent

obligations. Given the nature of the relief Worick seeks and the lack of

explanation concerning how the requested declaration would subject the parties to

-25- inconsistent obligations, it is a misapplication of CR 19(b)(ii) to provide the United

States with necessary party status under the circumstances of this case.

Additionally, we would be remiss to overlook the Board’s apparent

incentive to pursue joinder of the United States. Based on the history of Worick’s

pursuit of declaratory judgment, the Board and the United States placed Worick in

a procedural quagmire. As it now stands, both federal and state Courts have

dismissed this litigation, providing no forum for the dispute. This Court will not

condone procedural gamesmanship. The Trial Court’s discretion is not boundless

and must be exercised to “effectuate the objectives of the rules.” Id. (citations

removed). This Court and the parties herein must aim for adjudication on the

merits. See West, 830 S.W.2d 379, 384 (discussing “the long-standing policy that

the Civil Rules should be construed broadly to facilitate deciding issues on their

merits and to secure a just result rather than strictly or narrowly to defeat the cause

of action on technical grounds”).

III. CR 19.02

Finally, having now held that the United States is not a necessary

party pursuant to CR 19.01, we need not address whether the United States is an

indispensable party requiring dismissal pursuant to CR 19.02.

-26- CONCLUSION

To conclude, we hold that the United States is not a necessary party

under the KDJA or CR 19.01. For these reasons, the Scott Circuit Court’s Order

dismissing Worick’s Complaint is reversed, and this matter is remanded for

additional proceedings on the merits.

ALL CONCUR.

BRIEFS FOR APPELLANT: BRIEF FOR APPELLEE:

J. Wesley Harned D. Barry Stilz Lexington, Kentucky Lynn Sowards Zellen Lexington, Kentucky

-27-