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Great Bend Yacht Club, Inc. v. MacLeod

Alabama Court of Civil Appeals

January 11, 2019

Todd MACLEOD and Karen MacLeod

         Appeal from Madison Circuit Court (CV-16-900686), Dennis E. O’Dell, Trial Judge.

          Michael F. Robertson, Huntsville, for appellant.

         M. Paul Killian of Harrison, Gammons & Rawlinson, PC, Huntsville, for appellee.


         PITTMAN, Judge.

         This appeal, which was transferred from our supreme court to this court pursuant to Ala. Code 1975, § 12-2-7(6), is taken from a judgment entered in a civil action brought in June 2016 in the Madison Circuit Court by plaintiffs Todd MacLeod and Karen MacLeod ("the lot owners"), who own real property located in Great Bend at Butler Basin, a planned residential community located in Madison County ("the

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Community"), against Great Bend Yacht Club, Inc. ("the Yacht Club"), a nonprofit corporation founded for the purposes of owning, maintaining, and managing the common areas and marina facilities in the Community. In their complaint, the lot owners averred that they owned two contiguous lots, Lot 1 and Lot 2, depicted in the original November 2000 plat of the Community recorded in the Madison County probate records but had "combined" those lots in October 2014 "by recording a [revised] Plat" in the Madison County probate records; according to the complaint, despite the lot owners’ efforts to combine Lot 1 and Lot 2, the Yacht Club had sought to impose "two annual assessments" upon them. The lot owners sought a judgment declaring that the Yacht Club was not entitled to seek the imposition of a lien against the lot owners’ property "for failing to pay a second assessment."

          In July 2016, the Yacht Club answered the complaint, denying the lot owners’ entitlement to relief, and asserted a counterclaim seeking to recover $1,200 plus costs and attorney’s fees based upon a breach-of-contract theory as a result of the lot owners’ having failed or refused to pay annual assessed dues as to Lot 2. The parties then entered into a joint stipulation indicating that the issue for the trial court to decide was whether the Yacht Club’s bylaws and restrictions allowed it to assess the lot owners based upon their ownership of two lots following the "resubdivision" of Lot 1 and Lot 2 into a single lot; attached to that filing were a number of exhibits, including the original and revised plats, the recorded subdivision restrictions applicable to the Community, the Yacht Club’s articles of incorporation and bylaws, and a copy of the report of the Madison County tax assessor as to the lot owners’ property. The parties also jointly moved for the submission of the case on written briefs, which motion was granted, and the parties then filed briefs in support of their respective positions.

         In January 2018, the trial court entered a judgment in favor of the lot owners, holding that "only one assessment" was "permitted to be charged" to the lot owners. In reaching that decision, the trial court first concluded that the subdivision restrictions pertaining to the Community permitted the combination of two contiguous lots into a larger one. The trial court noted the decision of our supreme court in Ex parte Odom, 254 So.3d 222 (Ala. 2017), which had been released just over four months previously, but deemed distinguishable both Ex parte Odom and Claremont Property Owners Association v. Gilboy, 142 N.C.App. 282, 542 S.E.2d 324 (2001), upon which our supreme court had relied in deciding Ex parte Odom. The trial court, in the pertinent parts of its judgment, determined that the case did not involve a violation of subdivision restrictions; concluded that the lot owners "are now the owners of a single lot, duly platted according to law"; and, relying upon an exhibit attached to the lot owners’ brief, opined that the Board of Directors of the Yacht Club ("the Board") had previously interpreted its bylaws in a manner favorable to the lot owners’ position. Following the denial of its motion to alter, amend, or vacate that judgment, the Yacht Club timely appealed.

         As we have noted, the parties agreed that the trial court should decide the case based upon their joint stipulation (including the exhibits attached thereto) and their written briefs. "[W]here there are no disputed facts and where the judgment is based entirely upon documentary evidence, [appellate] review is de novo." E.B. Invs., L.L.C. v. Pavilion Dev., L.L.C., 212 So.3d 149, 162 (Ala. 2016). See also

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McCulloch v. Roberts, 292 Ala. 451, 454, 296 So.2d 163, 164 (1974) (noting that, when the trial court does not take oral testimony, no favorable presumption applies to the resulting judgment; "[t]his is in effect the negative expression of the ore tenus rule"); Body Max Fitness Ctr. v. Sheffield, 775 So.2d 836, 836 (Ala.Civ.App. 2000) ("This case was submitted to the trial court on an agreed statement of facts. Thus, no presumption of correctness attaches to the trial court’s findings.").

         The parties’ joint stipulation reveals that the original plat of the Community was recorded on November 3, 2000; 26 numbered lots appear on the original plat, which was attached as an exhibit to the parties’ stipulation. In December 2000, a document outlining restrictions applicable to the Community was recorded, in which the owner of the platted lots at that time, Butler Basin Marina, LLC, indicated its intent "to fix and establish certain restrictions as to the use and enjoyment of ... lots and property embraced in [the original] plat" and its agreement that the lots and property located in the platted area "shall be subject to ... covenants, terms, conditions, restrictions and limitations" that would "run with the title to the real property [t]hereby or [t]hereafter made subject [t]hereto" and would "be binding on all persons having any right, title, or interest in all or any portion of the real property" in the Community "now or hereafter."[1] There are no references in that document to the existence of the Yacht Club, or to any role the Yacht Club might eventually play in the Community, other than provisions that the Yacht Club would assume the duties of Butler Basin Marina, LLC, to appoint members of the Community’s architectural-control committee once certain events took place and that owners in the Community would not be permitted to "bring any action or suit" against the Yacht Club seeking damages stemming from submission of plans or specifications to the Yacht Club for approval.

          The December 2000 restrictions document does state that, although no lot in the Community is divisible into two building sites, "a single lot together with contiguous portions of one of more complete lots in the same block may be used for one building site." We can infer from that language that the owner of the Community in December 2000 intended to permit future owners of "lots" in the Community to utilize one "lot" and contiguous portions of neighboring complete "lots" as a singular site upon which to build a structure otherwise conforming to the restrictions. Contrary to the trial court’s judgment, however, we perceive no intent on the part of the original owner of the Community to permit such an enlarged "building site" to thereafter constitute a single "lot" ...

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