Mount Aldie, LLC v. Land Trust of Virginia (2017 trial court opinion)

Summary of Facts and Issues: In 2008, a previous landowner gifted a conservation easement over a 60-acre wooded parcel to the Land Trust of Virginia (LTV). The easement established a 100-foot buffer area along the Little River. Mount Aldie (MA) purchased the property in 2009 and in 2013 conducted tree removal and grading activities within the buffer area. In particular, MA used bulldozers to substantially widen, grade and improve 1,100 feet of a historic footpath known as the Indian Spring Trail, leaving it more akin to a woods road. MA also destroyed or substantially altered a rocky outcropping, a grotto area, and altered a natural spring by installing brick pavers. LTV filed suit, seeking an injunction to restore the disturbed area. At issue on summary judgment was the interplay between three different sections of the easement. Section 3(ii) prohibited all 'earth disturbing activity' in the buffer area except as 'reasonably necessary' for 'removal of individual trees presenting a danger to persons or property and removal of diseased, dead or invasive trees, shrubs or plants' or 'creation and maintenance of foot or horse trails with unimproved surfaces.' There was no notice or consent requirement attendant to these activities, and MA claimed that its actions were permitted forest management activities to remove diseased or dead trees and to create and maintain foot or horse trails. Meanwhile, Section 5(i) allowed limited non-commercial forest management activities anywhere on the protected property, to wit: 'No more than one new opening or clearing, and no new opening or clearings greater than 1,000 square feet, in the forest are permitted for noncommercial purposes, unless approved in advance and in writing by [LTV].' Finally, another provision granted LTV rights to maintain a footpath within the buffer area. LTV claimed that the disputed activities were undertaken either to further MA's development hopes or to allow access for a film crew that was working on a documentary for the History Channel.
Holding: The trial court ruled on summary judgment that Section 5(i) controlled and that MA violated the easement by not seeking or obtaining LTV's approval. On appeal, the Supreme Court reversed and remanded, holding that Section 3(ii) and not Section 5(i) was the applicable provision. The Supreme Court found that MA's actions did not constitute a 'new opening or clearing' under Section 5(i), but rather was a selective cutting of the existing clearing or opening that was the Indian Springs Trail. Along these lines, the fact that expanding the trail entailed 'earth disturbing activity' did not render that activity a 'new opening or clearing.' Next, the Supreme Court interpreted Section 3(ii) as a stand-alone provision governing the buffer area and remanded to the trial court to determine whether MA's activities fell within the 'reasonably necessary' limitation in Section 3(ii). Finally, the Supreme Court held that the provision granting LTV rights to establish and maintain a footpath within the buffer area was not exclusive of MA maintaining the Indian Springs Trail.
November 2019 Update: On remand, the trial court convened an advisory jury, which concluded that MA had not violated the conservation easement because its activities were reasonably necessary to remove diseased or dead trees and to build a horse trail. But the court overruled the jury on one key issue, finding that the damage to the rock outcroppings, spring, and grotto could not have been conducted for the purposes of building a horse trail because the landowner had earlier testified that he was not relying on this exception. Thus, the court ordered the restoration of these areas and awarded LTV its costs and attorney's fees.
March 2021 Update: The Virginia Supreme Court once again sided with MA, this time holding in a brief opinion that because LTV's original complaint did not mention the alteration to the spring and rock outcroppings, the trial court was powerless to grant relief on these issues, or to award LTV its attorney's fees and costs. Finding all other matters properly disposed of, the Supreme Court issued a final judgment and closed the case.
Analysis and Notes: This case is an unfortunate example of the perils of conservation easement drafting. LTV's attempt to create an overlay zone of tighter restrictions on the buffer area backfired, as the Supreme Court interpreted this provision as an alternate, and not an additional, restriction. One lesson from this case is that seemingly benign vegetation management reserved rights can be exploited unless very tightly drafted. For example, an allowance for a trail could benefit by specifying a maximum width. And the right to remove dead or diseased trees could benefit from measurable limitations. Furthermore, this case demonstrates that vegetation management terms such as 'clearing' and 'opening' (as well as 'clearcutting') are not terms of art and require precise definitions. Fortunately, LTV has had Terrafirma insurance to help with its defense.
March 2021 Update: It is a fundamental litigation rule that a plaintiff's complaint must include all causes of action, and yet it is rare for a case to be in litigation for eight years and to have this rule applied so strictly on appeal. Conservation easements have not fared well before the Virginia Supreme Court in recent years. Read in connection with the Wetlands America Trust case discussed elsewhere in the Case Law Summaries, the state's high court appears ideologically disposed towards landowners and against conservation easement holders. This pattern may reflect a property-rights orientation of the court, as most of the court's seven judges were appointed by Republicans, who dominated the General Assembly until 2019. The statewide coalition, Virginia's United Land Trusts, is seeking an amendment to the enabling statute to require that courts construe any ambiguity in conservation easements in favor of conservation purposes.