WILDLANDS TRUST OF SOUTHEASTERN MASSACHUSETTS, INC. et al.
CEDAR HILL RETREAT CENTER, INC. et al.
MEMORANDUM AND ORDER ON PLAINTIFF WILDLANDS TRUSTâS
MOTION FOR SUMMARY JUDGMENT
Kenneth W. Salinger, Justice of the Superior Court
Channing District of Unitarian Universalist Association,
Inc., granted a conservation restriction in 2008 on certain
ocean-front property in Duxbury, Massachusetts, to the
Wildlands Trust of Southeastern Massachusetts. Ballou
Channing transferred title to this Property in January 2010
to a separate non-profit organization called the Cedar Hill
Retreat Center, Inc. The parties agree that the Property
remains burdened by this Restriction.
Trust claims that Cedar Hill has violated the Conservation
Restriction by using the Property or allowing it to be used
for purposes that are not specifically allowed under the
Conservation Restriction. It now seeks summary judgment on
that claim, which appears as Count II of the amended
complaint. The Court construes this motion as seeking both
declaratory and injunctive relief.
Court will allow the summary judgment motion in part and deny
it in part. The Court concludes that Wildlands Trust is
entitled to declaratory relief construing the Conservation
Restriction, in order to resolve an actual controversy
regarding what uses of the Property are allowed under the
Conservation Restriction. But Wildlands Trustâs request for
permanent injunctive relief cannot be decided at this time
because it turns on disputed issues of material fact. For
example, whether particular business or family gatherings
fall within the scope of the provision allowing
"classes, conferences, and retreats" at Property is
hotly contested. Similarly, whether Cedar Hillâs advertising
of the Property violates the restriction that only particular
invitees "but not the general public" may use the
Property for "passive non-motorized recreational
activities" is also in dispute. If the declaratory
relief specified below does not allow the parties to resolve
the rest of their dispute, then the case will have to be
decided after a trial of the remaining claims and issues.
Meaning and Scope of the Conservation Restriction
Trust and Cedar Hill read certain aspects of the Restriction
quite differently. They disagree as to: (a) whether this
Restriction bars all uses of the Property other than those
expressly allowed (as Wildlands Trust contends), or allows
all uses of the Property except for those that are expressly
barred (as Cedar Hill argues); (b) whether classes,
conferences, and retreats may only be held on the property if
they somehow further the purposes of the Restrict (Wildlands
Trustâs position), or whether they are permitted so long as
they do not materially impair the preservation and
conservation of the Property (Cedar Hillâs position); (c)
whether Cedar Hill may only charge those using the Property
for classes, conferences, and retreats (Wildlands Trustâs
view), or may charge for any permitted use (Cedar Hillâs
view); and (d) whether the Restriction bars Cedar Hill from
publicizing that the Property may be used for non-motorized
recreational activities, as Wildlands Trust argues, or allows
Cedar Hill to promote the property so long as it limits
actual use of the Property for such activities to a
reasonably small number of people who are invited onto the
Property by Cedar Hill.
a conservation restriction is unambiguous, the meaning and
scope of the restriction is a question of law that may be
decided by a judge on a motion for summary judgment, not a
question of fact that must be determined after trial. See
Weston Forest & Trail Assân, Inc. v. Fishman, 66
Mass.App.Ct. 654, 661 (2006) (affirming judicial construction
of conservation restriction that contained "no
ambiguity," decided on a motion for summary judgment).
The fact that the parties disagree over how to interpret the
Restriction does not automatically mean that this legal
document is ambiguous. See Indus Partners, LLC v.
Intelligroup, Inc., 77 Mass.App.Ct. 793, 795 (2010)
("ambiguity is not created simply because a controversy
exists between parties, each favoring an interpretation
contrary to the otherâs") (quoting Jefferson Ins.
Co. v. Holyoke, 23 Mass.App.Ct. 472, 475 (1987)).
restriction, like a deed, âis to be construed so as to give
effect to the intent of the parties as manifested by the
words used, interpreted in the light of the material
circumstances and pertinent facts known to them at the time
it was executed.â" Id., quoting Chatham
Conservation Foundation, Inc. v. Farber, 56 Mass.App.Ct.
584, 590 (2002), quoting in turn Walker v.
Sanderson, 348 Mass. 409, 412 (1965). "In addition,
âthe restriction "must be construed beneficially,
according to the apparent purpose of protection or advantage
... it was intended to secure or promote." â"
Farber, supra, quoting Maddalena v. Brand,
7 Mass.App.Ct. 466, 469 (1979), quoting in turn Jeffries
v. Jeffries, 117 Mass. 184, 189 (1875).
The Restriction Only Allows Certain Uses
Restriction granted by Ballou Channing to Wildlands Trust
bars any use of the Property that is not expressly allowed
under the Restriction. The Court agrees with Wildlands Trust
on this point. Although landowners sometimes grant
conservation restrictions that bar certain uses of a property
and allow all other uses, this Restriction was crafted in the
opposite manner. It allows certain uses of the Property and
bars all other uses.
Channingâs intent that the Restriction bar all uses not
expressly allowed in the document is unambiguously stated in
the "Purpose" section of the instrument. Section II
states that Ballou Channing "intends that this
Conservation Restriction will assure that, while permitting
uses described in Section III.B below, the Premises will be
protected, preserved and conserved in perpetuity in its
predominately [sic] natural, scenic, wooded and open space
condition." It then describes Ballou Channingâs intent
to preserve and protect "bird, plant and wildlife
populations on" as well as "the aesthetic and
ecological conditions of the Premises." Section II
continues by stating that Ballou Channing "further
intends that this Conservation Restriction will prevent any
use of the Premises other than for the intention mentioned
above or the permitted uses described in Section III.B
below." And § II.E reiterates that the
"conservation values" protected by the Restriction
include preventing "use of the premises for any purposes
except as elsewhere herein allowed."
The "Classes, Conferences, and Retreats" Provision
III.B.3 of the Restriction provides that the Property
"may be used for classes, conferences, and retreats, all
consistent with the Purposes set forth in Section II above,
and fees may be collected in connection with such
term "retreat" encompasses not only religious
retreats ("a period of group withdrawal for prayer,
meditation, and study") but also purely secular retreats
involving "a period of seclusion, retirement, or
solitude." The American Heritage Dictionary, 2d Coll.
Ed. at 1056 (1985) (definitions of "retreat"). If
Ballou Channing intended to restrict the retreats that could