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Wildlands Trust of Southeastern Massachusetts, Inc. v. Cedar Hill Retreat Center, Inc.

Superior Court of Massachusetts, Suffolk

June 1, 2018



          Kenneth W. Salinger, Justice of the Superior Court

          Ballou 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.

         Wildlands 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.

         The 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 Trust’s 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 Hill’s 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.

         1. The Meaning and Scope of the Conservation Restriction

         Wildlands 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 Trust’s position), or whether they are permitted so long as they do not materially impair the preservation and conservation of the Property (Cedar Hill’s position); (c) whether Cedar Hill may only charge those using the Property for classes, conferences, and retreats (Wildlands Trust’s view), or may charge for any permitted use (Cedar Hill’s 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.[1]

          Where 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 Ass’n, 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 other’s") (quoting Jefferson Ins. Co. v. Holyoke, 23 Mass.App.Ct. 472, 475 (1987)).

         "A restriction, like a deed, ‘is 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.’" 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, ‘the restriction "must be construed beneficially, according to the apparent purpose of protection or advantage ... it was intended to secure or promote." ’" Farber, supra, quoting Maddalena v. Brand, 7 Mass.App.Ct. 466, 469 (1979), quoting in turn Jeffries v. Jeffries, 117 Mass. 184, 189 (1875).

         1.1. The Restriction Only Allows Certain Uses

         The 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.

         Ballou Channing’s 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 Channing’s 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."

         1.2. The "Classes, Conferences, and Retreats" Provision

         Section 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 activities."

         The 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 ...

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