Virginia Lawyers Weekly VA Lawyers Weekly
Laches does not bar a 2019 suit seeking to reform a 2005 amendment to protective covenants “governing conservancy lots in the Courtland Farm Rural Village.”
However, defendants’ plea in bar, which asserts that reforming the 2005 amendment would violate a zoning ordinance, is sustained.
Background
Plaintiff owns a conservancy lot of 100 or more acres in the Courtland Farm Rural Village, which has a homeowners’ association. Protective covenants were declared in 1997 and amended in 2005.
Plaintiff received a notice of violation on June 17, 2016. The notice referenced a May 6, 2016 staff letter. Plaintiff sued on Jan. 22, 2019, to challenge the 2005 amendments.
In part, plaintiff seeks to remove a restrictive covenant that conservancy lots must be governed by a homeowners’ association.
Defendants have filed two pleas in bar. The first argues that laches bars the suit. The second asserts that if plaintiff obtains the relief he seeks, a violation of a local zoning ordinance would result.
Laches
“There are two elements to the defense of laches, (1) an adult plaintiff has unreasonably delayed asserting his or her rights, and (2) the delay has been prejudicial to the defendant. …
“In consideration of the ‘unreasonable delay’ element of laches, Defendants cite Washington v. Prasad, 292 Va. 658, 663-64 (2016), in contending that a purchaser … is bound, not only by actual, but also by constructive notice, which is the same in its effect as actual notice, of provisions of a title.
“The suggestion is that Plaintiff and or a predecessor in title was on notice of signature defects in the 2005 Amendment as early as its purported execution. Prasad remains good law, but the Court finds that the facts underlying Prasad are distinguishable from those of the instant controversy.”
The Prasad Court cited long-established caselaw “for the proposition that the purchaser ‘must look to the title papers under which he buys, and is charged with notice of all the facts appearing upon their face, or to the knowledge of which anything there appearing will conduct him.’ …
“Where Plaintiff is charged, upon looking to the title papers, with notice of ‘all facts appearing upon their face,’ he is not, by this Court’s interpretation, charged with notice of facts that do not appear upon the face of the papers, unless the facts appearing on the face of the papers ‘conduct’ Plaintiff to any fact or facts that do not appear on the face of the papers.
“The Court interprets the language from Prasad to mean that if (and only if) any fact or facts on the face of the papers reasonably lead the Plaintiff to facts external to the papers, then Plaintiff is charged with notice of those external facts.
“This interpretation is informed by the following passage from Prasad, 292 Va. At 663: ‘no principle is better established than that a purchaser must look to every part of the title which is essential to its validity. The law requires reasonable diligence (emphasis added) in a purchaser to ascertain a defect of title[.]’ …
“[D]iligent review of the 2005 Amendment … does not reveal the facts pertinent to the instant controversy (that the inclusion of Courtland Farms Loudoun, LLC in the document was erroneous and that the omissions of Goosecreek Waterfowl and/or Courtland Farm LLC from the document were erroneous). …
“Accordingly, the Court finds that Defendants have not established that any date prior to May 6, 2016, is properly used for purposes of considering whether Plaintiff unreasonably delayed asserting his rights.”
Defendants have established delay in that plaintiff sued 32 months after the violation notice was issued. Defendants have the burden to show that the delay was unreasonable.
“The evidence does not establish any fact or circumstance or combination of facts and circumstances that would allow the Court to find that Plaintiffs delay was unreasonable. To conclude that Plaintiff’s delay was without reason would be speculation, in which the Court does not engage.”
This plea in bar is sustained.
Zoning ordinance violation
“In pursuing reformation of the 2005 Amendment, Plaintiff seeks to ‘remove the restrictive covenants from the larger Conservancy Lots comprised of 100 or more acres, which includes Plaintiffs lot.’ Among the restrictive covenants that would be removed is that which required the conservancy lots to be governed by a property owners’ association.
“Were Plaintiff successful in his claim, the express terms of the 2005 would remove Lots 1, 2, 3, 4-A (Plaintiffs lot) and 5-A from the definition of ‘lot’ in the Declaration and remove the owners of such lots from the definition of ‘owners’ in the Declaration.
“Defendants claim that the granting of such relief would cause violation of the Loudoun County ordinance, and that, therefore, Plaintiff should be barred from seeking such relief from the Court. The Court agrees with Defendants. …
“Review of the Loudoun County Zoning Ordinance reveals that Section 4-1217 of the Loudoun County Zoning Ordinance would be violated were the 2005 Amendment to be reformed. Reformation of the 2005 Amendment would leave lots 1, 2, 3, 4-A, and 5-A without governance by a homeowner’s association as required by 4-1217, and subject owners of the subject lots to civil and potentially criminal penalties.”
This plea in bar is sustained.
Thomas v. Courtland Farm Conservancy Lots Homeowners. Association, Inc., et al., Case No. CL-119413, Dec. 28, 2022. 20th Judicial Circuit (Sincavage). Zachary G. Williams, Stephen C. Price for the parties. VLW 022-8-080, 8 pp.
