Claggett v. Maryland Agricultural Land Preservation Foundation

HOLLANDER, J. This appeal involves the terms of an agricultural preservation easement conveyed by Herschell B. Claggett, Sr., appellant, to the Maryland Agricultural Land Preservation Foundation (“MALPF” or the “Foundation”), appellee, 1 a division of the Department of Agriculture. The easement, tendered in February of 2000, applied to a tract of land owned by appellant in Kent County, over 200 acres in size (the “Property”). 2 ³⁵² Under the terms of the Deed of Easement, as well as the law then in effect, appellant retained the right to apply to the Foundation for release from the easement restrictions of a lot of up to two acres “for the purpose of constructing a dwelling house” for his use (the “Owner’s Lot”). For that purpose, in 2002 appellant received a “preliminary release” of a two-acre lot. Thereafter, effective October 1, 2004, the General Assembly amended the applicable statute to require that, absent the approval of MALPF, “[a]ny release or preliminary release ... shall include ... [a] statement that the owner’s ... lot may not be transferred for 5 years from the date of the final release.” In 2005, the Foundation tendered to appellant a proposed “Final Release,” which incorporated the provision required by the amended statute.

Appellant refused to sign the proposed release, and proceeded with construction of a residence on the Owner’s Lot. He also filed a declaratory action against the Foundation in the Circuit Court for Kent County, contending that he is not bound by the five-year restriction on his right to alienate the Owner’s Lot. The circuit court granted dismissal or summary judgment in the Foundation’s favor as to all counts of appellant’s Complaint. This appeal followed.

Appellant poses two issues: I. Whether the Circuit Court erred by finding that the Appellees’ retroactive application of Md.Code Ann. Agrie. § 2-513(b)(2)(vi) to the Deed of Easement did not impair Appellant’s vested contractual rights[.] II. Whether the Circuit Court erred by finding that the Appellees’ retroactive application of Md.Code Ann. Agrie. § 2-513(b)(2)(vi) to the Deed of Easement did not impair Appellant’s substantive rights[.] For the reasons that follow, we shall reverse. FACTUAL AND PROCEDURAL BACKGROUND The Foundation is empowered “[t]o acquire ... easements ... to restrict the use of agricultural land ... to maintain the character of the land as agricultural land.... ” Md.Code (2007 ³⁵³ Repl.Vol., 2008 Supp.), § 2-504 of the Agriculture Article (“Agrie.”). 3 See also Agrie. § 2-502 (establishing the Foundation). The terms of such easements are dictated by the Agriculture Article, and require the grantors to covenant, “for so long as profitable farming is feasible” on the burdened land, Agrie. § 2-514(a), that the land will not be used “for any commercial, industrial, or residential purpose.” Agrie. § 2-513(b).

MALPF acquired an “agricultural preservation easement” from Claggett on February 1, 2000, “in consideration of the sum of ... $262,190.50.” 4 At that time, Md.Code (1999 Repl. Vol.), § 2-513(b) of the Agriculture Article (“Ag-1999”) provided, in relevant part: § 2-513. Use of land for which easement purchased. (b) Use for commercial, industrial, or residential purposes. — (1) Except as otherwise provided in this section, a landowner, whose land is subject to an easement, may not use the land for any commercial, industrial, or residential purpose.

(2) Except as provided in paragraph (5) of this subsection, on written application, the Foundation shall release free of easement restrictions only for the landowner who originally sold an easement, 1 acre or less [5] for the ³⁵⁴ purpose of constructing a dwelling house for the use only of that landowner or child of the landowner subject to the following conditions: (iii) [6] The landowner shall pay the State for any acre or portion released at the price per acre that the State paid the owner for the easement. (iv) Before any conveyance or release, the landowner and the child, if there is a conveyance to a child, shall agree not to subdivide further for residential purposes any acreage allowed to be released. The agreement shall be recorded among the land records where the land is located and shall bind all future owners. (v) After certifying that the landowner or child of the landowner has met the conditions provided in subparagraphs (i) through (iv) of this paragraph, the Foundation shall issue a preliminary release, which shall: 1.

Become final when the Foundation receives and certifies a non-transferable building permit in the name of the landowner or child of the landowner for construction of a dwelling house; or 2. Become void upon the death of the person for whose benefit the release was intended if the Foundation has not yet received a building permit as provided in this subparagraph. (vi) Any release or preliminary release issued under this paragraph shall include a statement of the conditions under which it was issued, a certification by the Foundation that all necessary conditions for release or preliminary release have been met, and copies of any pertinent documents. ³⁵⁵ (vii) Any release, preliminary release, building permit, or other document issued or submitted in accordance with this paragraph shall be recorded among the land records where the land is located and shall bind all future owners. (viii) The Foundation may not restrict the ability of a landowner who originally sold an easement to acquire a release under this paragraph beyond the requirements provided in this section.

(Emphasis added.) The Deed of Easement (“Deed” or “Easement”) recited that its “covenants, conditions, limitations and restrictions ... are intended to limit the use of [the Property] and are to be deemed and construed as real covenants running with the land,” and provided that the Property could “not be used for any commercial, industrial, or residential purpose.” Referring to appellant as “Grantor” and the Foundation as “Grantee,” the Deed further specified: “This easement shall be in perpetuity, or for so long as farming is feasible on the Grantor’s land....” Under the terms of the Deed, as dictated by then-existing provisions of Ag-1999, § 2-513(b), appellant retained the right to apply to the Foundation to release a lot of up to two acres from the easement restrictions, “for the purpose of constructing a dwelling house for the use only of [appellant] or [appellant’s] child,” provided that appellant covenant for himself and “all future owners” not to “further subdivide” the released lot, and that he repay the Foundation for the price of the lot at the per-acre price originally paid for the Easement. 7 In accordance with the statute, the Deed set forth a two-step release procedure, by which MALPF, after receiving appellant’s application and payment, would issue a “Preliminary Release,” which would “become final when the Foundation receives and certifies a non-transferrable building permit ³⁵⁶ in the name of [appellant] ... for the construction of a dwelling house____” The Deed also set forth the following provisions relating to the release option: [A(l) ] (b) As a personal covenant only and one that is not intended to run with the land, the Grantee, on written application from the Grantor, shall release free of easement restrictions only for the Grantor who originally sold this easement, 1 acre or less [8] for the purpose of constructing a dwelling house for the use only of the Grantor or the Grantor’s child subject to the following conditions: (ii) The Grantor shall pay the Grantee for any acre or portion thereof released at the price per acre that the Grantee paid the Grantor for the easement provided that the ... Foundation’s Board of Trustees have the right to approve the location and configuration of the parcel(s) so conveyed; it being the intent that the agricultural use of the property not be impaired by said partitions; (iii) Before any conveyance or release, the Grantor and the child, if there is a conveyance to a child, shall agree not to subdivide further any acreage allowed to be released; the agreement shall be recorded among the land records where the land is located and shall bind all future owners; (c) Application for Lot Exclusion. Before a lot may be released from an easement’s restrictions for the construc ³⁵⁷ tion of a dwelling house, the landowner shall submit an application to the Foundation that: (i) The landowner has signed; (ii) Contains a declaration that the lot and dwelling house are only for the use of the landowner or the landowner’s child, whichever is the case (if the use is for the landowner’s child, identify the child); (d) After certifying that the landowner or child of the landowner has met the conditions provided in subsections (a) and (b) of this section, the Foundation shall issue a Preliminary Release which shall: (i) Become final when the Foundation receives and certifies a non-transferrable building permit in the name of the landowner (or child of the landowner if the proposed lot is intended for the landowner’s child’s use) for the construction of a dwelling house; or (ii) Become void upon the death of the person for whose benefit the release was intended if the Foundation has not yet received a building permit as provided in this regulation. (e) Any preliminary or final release, building permit or other document issued or submitted in accordance with this section shall be recorded among the land records where the land is located at the landowner’s expense and shall bind all future owners.

The right reserved to the Grantor under paragraph (l)(b) belongs only to the Grantor who originally sold this easement and may be exercised only by the Grantor named in the instrument. (Emphasis added.) Sometime thereafter, appellant requested the exclusion of a ³⁵⁸ two-acre lot from the easement restrictions. 9 The Foundation responded by letter on June 28, 2001, stating that “the Foundation’s Board of Trustees approved your request to exclude a 2.00 acre owner’s lot from your 208.39 acre easement property for the construction of a dwelling house intended for your use.” MALPF’s letter explained the remainder of the “two-stage release process” that would culminate in a final release: A Preliminary Release and Agreement will be recorded in the land records outlining conditions of the release. A second (final) Release and Agreement will also be recorded upon request releasing the lot of all easement restrictions once a non-transferrable building permit is presented to the Foundation in your name. Before a preliminary release can be prepared, the Foundation requires the following: 1.

Reimbursement of the amount paid to you by the Foundation for the requested lot. Our records show this total amount to be $2,470, @ $1,235 per acre. 2. A metes and bounds description of the lot---- When the reimbursement and the metes and bounds description of the lot are received by the Foundation, a Preliminary Release will be prepared and sent to you to sign____ Upon compliance with all of the terms and conditions of the Preliminary Release and Agreement, you will have the right to request that a final Release and Agreement be prepared and recorded to complete the two-stage release process. A final release will be prepared once the Foundation receives and certifies a non-transferrable building permit in your name.

Accordingly, appellant remitted payment and a metes and bounds description of the Owner’s Lot. 10 The Foundation then sent appellant a “Preliminary Release and Agreement,” which ³⁵⁹ the parties executed and recorded in the land records of Kent County on October 17, 2002. The Preliminary Release, which referred to the Foundation as “Releasor” and appellant as “Releasees,” stated: [I]n consideration of ... payment by the Releasees to the Releasor of the sum of $2,470.00 and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Releasor hereby conditionally releases [the Owner’s Lot] from restriction contained in the agricultural land preservation easement, subject, however, to the terms and conditions hereinafter set forth, including the condition that its use be for the purpose of constructing a dwelling house for the owner’s residence. The Preliminary Release also set forth the following “terms and conditions”: 1. The Releasees, on behalf of themselves, their Personal Representatives and assigns ... grant and relinquish the right to subdivide the [Owner’s Lot].

This grant and relinquishment of right shall be deemed and construed as a real covenant, running with the land, and shall bind all current and future owners and any other person, firm or corporation having any interest in the subject property. 2. This preliminary release shall: a) Become final when the Foundation receives and certifies a nontransferable building permit in the name of the landowner for the construction of a dwelling house and issues a final release; or b) Become null and void upon the death of the person [for] whose benefit the release was intended if the Foundation has not received a building permit as provided in the subparagraph. 3. Subject to the proceeding [sic] Paragraphs 1 and 2 it is the intent of this instrument to release the above described 2.00 acres parcel of land from agricultural easement restrictions set forth in the above mentioned Deed of Easement for the purpose of constructing a dwelling. The parties agree that this right may not be ³⁶⁰ transferred to any person.

However, all of the terms, covenants, conditions, limitations and restrictions set forth in the Deed of Easement shall remain in full force, operation and effect on the remaining portions of the Releasees’ land not herein or heretofore expressly released. 5. Upon compliance with all of the terms and conditions hereinabove set forth, the Releasees shall have the right to request that the above described parcel of 2.00 acres be released from the operation and effect of the Deed of Easement subject only to the Terms and Conditions set forth in Paragraphs 1, 3 and 4 above. (Emphasis added.) Appellant later submitted a building permit in accordance with the terms of the Preliminary Release. The record does not disclose the date of the submission.

Nor does it reveal whether the permit was submitted before or after the enactment of two amendments to § 2-513 of the Agriculture Article that are relevant here. Effective October 1, 2003, the General Assembly enacted 2003 Md. Laws ch. 258 (“Chapter 258”), which amended Agrie. § 2-513 by reducing the total number of owner’s or children’s lots that could be released from an agricultural preservation easement from ten to three, and adding a new § 2-513(b)(3), which provided: A landowner may reserve the right to exclude 1 unrestricted lot from an easement in lieu of all owner’s and children’s lots to which the landowner would otherwise be entitled under paragraph (2) of this subsection, subject to the following conditions: (ii) An unrestricted lot may be subdivided by the landowner from the easement and sold to anyone to construct one residential dwelling; ³⁶¹ (iv) The landowner shall agree not to subdivide further for residential purposes any acreage allowed to be released, and the agreement shall be recorded among the land records where the land is located and shall bind all future owners; (v) The right to the lot is taken into consideration in the appraisal of fair market value and determination of easement value; (vi) The lot can be subdivided at any time and the location of the lot to be subdivided is subject to the approval of the local agricultural advisory board and the Foundation; and (vii) If the property is transferred before the right to exclude the lot has been exercised, the right may be transferred with the property. One year later, effective October 1, 2004, the General Assembly again amended Agrie. § 2-513, adding language to § 2 — 513(b)(2)(vi) requiring that “[a]ny release or preliminary release issued under this paragraph shall include ... [a] statement that the owner’s ... lot may not be transferred for 5 years from the date of the final release,” absent the approval of the Foundation or another exception not applicable here. 2004 Md. Laws ch. 498 (“Chapter 498”). As amended by Chapter 498, Agrie. § 2-513(b)(2)(vi) stated (new language underlined): 11 ³⁶² Any release or preliminary release issued under this paragraph shall include: 1.

A statement of the conditions under which it was issued, a certification by the Foundation that all necessary conditions for release or preliminary release have been met, and copies of any pertinent documents; 2. A statement that the owner’s or child’s lot may not be transferred for 5 years from the date of the final release, ■ except on: A Approval by the Foundation; or B. Notwithstanding any conditions on transfers imposed under item 1 of this subparagraph, a lender providing notice to the Foundation of a transfer pursuant to a bona fide foreclosure of a mortgage or deed of trust or to a deed in lieu of foreclosure. On June 7, 2005, after the effective date of the amendments, the Foundation wrote to appellant, acknowledging receipt of his non-transferable building permit and attaching a proposed “Final Release and Agreement” for his signature. In addition to other terms and conditions that were substantially equivalent to those contained in the Preliminary Release, the proposed Final Release stated: [I]t is the intent of this instrument to release the [Owner’s Lot] for the personal residential use of the person named in the building permit____ The parties agree that this right may not be transferred to any other person for five (5) years from the date of the final release, except on: a) Approval by the Foundation; or b) Notwithstanding any conditions on transfers imposed under item 1 of this subparagraph [sic], a lender providing notice to the Foundation of a transfer pursuant to a bona fide foreclosure of a mortgage or deed of trust or to a deed in lieu of foreclosure.

(Emphasis added.) ³⁶³ Appellant refused to sign the proposed Final Release. Through counsel, he wrote to the Foundation, questioning whether he was subject to the language derived from Chapter 498, prohibiting transfer of the Owner’s Lot for five years from the date of the final release, given that Chapter 498 was enacted after the execution of the Easement and the Preliminary Release. On September 12, 2005, the Foundation responded, maintaining that appellant was subject to Chapter 498. It explained: As the easement grantor, only [appellant] has the one time right to an owner’s lot for the purpose of constructing a dwelling solely for his personal use.

Before Chapter 498’s enactment the law did not allow a released lot for a dwelling to be conveyed to any other person but restricted its use to the landowner who sold the easement. This left the released owner’s lot in legal limbo -with lenders and others that was corrected by the enactment of Chapter 498 (effective October 1, 2004) that now allows certain transfers. Chapter 498 ... provides a benefit to landowners, such as [appellant], who make application for allowable lot releases after October 1, 2005; again, this benefit allows them to transfer owner’s lots to others, whereas before, the law did not provide this opportunity. Lastly, the Foundation does not have the authority to waive the language release requirements of Chapter 498; [appellant] applied for a lot release after Chapter 498’s effective date and he is subject to its requirements.

On November 9, 2006, appellant filed a “Complaint for a Writ of Mandamus and Declaratory Judgment” against Lewis R. Riley, then the State Secretary of Agriculture, and James Conrad, Executive Director of the Foundation. Appellant filed an amended complaint on January 8, 2007, adding the Foundation as a defendant and substituting Daniel W. Colhoun, the Chairman of the Foundation, for Conrad. After ³⁶⁴ Roger L. Richardson succeeded Riley as Secretary, Richardson was substituted for Riley, pursuant to appellees’ motion. In his amended complaint, appellant sought a declaratory judgment that Chapter 498 “may not be applied retroactively to modify the terms and conditions of the Deed of Easement or the terms and conditions of the final release to which [appellant] is entitled.” He also sought a writ of mandamus ordering appellees to execute a final release that did not include the terms derived from Chapter 498.

Additionally, appellant sought damages in the amount of $100,000, plus attorneys’ fees and costs. On April 9, 2007, appellees moved to dismiss and/or for summary judgment. In an affidavit of Conrad, appended to the motion, Conrad opined that, under the terms of appellant’s Deed of Easement and the proposed Final Release, “the dwelling is only for Claggett’s use; the easement does not grant Claggett the right to sell or transfer the dwelling.” Conrad asserted that before Chapter 498’s enactment, MALPF’s long-standing administrative practice was to allow or approve dwelling transfers after a dwelling is constructed and is actually occupied by the owner, upon the occurrence of any of the following events: (1) death of the owner; (2) upon a mortgage foreclosure; (3) upon a change in employment or upon the illness of the owner; (4) or for any reason when MALPF determines that it would be impracticable for the dwelling to be occupied by the owner. Conrad explained that, by enacting Chapter 498, the General Assembly “provided MALPF with a procedure to ensure that a landowner is using the dwelling after it is constructed for his use and not immediately selling it as a commercial investment.” According to Conrad, after the enactment of Chapter 498, the Department of Agriculture promulgated an “interpretive regulation” in the Code of Maryland Regulations (“CO MAR”), incorporating the Foundation’s administrative practice with respect to dwelling transfers and the requirements of Chapter 498.

See COMAR 15.15.06 (discussed infra ). Conrad also said: “It has been MALPF’s administra ³⁶⁵ tive practice to follow Chapter 498 and provide the required language in all releases granted by MALPF on or after October 1, 2004.” Appellant responded on April 19, 2007. In his affidavit, he averred that he included in his application for release “a declaration that the lot and dwelling house are only intended for the use of the landowner.” Moreover, he stated: “I have actually resided in the dwelling on the two (2) acre lot since it was constructed as I had declared in nay application it was my intent to do.” The court heard appellees’ motion on April 24, 2007. The Foundation contended that the right to an owner’s lot is “a personal covenant, one not intended to run with the land, a limited right that may not be conveyed to a third person.” It also asserted: “This restriction prohibiting Mr. Claggett from conveying this right to a third person was expressly noted ... in the preliminary release that the Foundation issued Mr. Claggett in 2002.” While opposing appellees’ motion for summary judgment, appellant maintained that “the matter is ripe for resolution by this Court by the issuance of a Declaratory Judgment and a Writ of Mandamus.” Appellant’s counsel asserted that the Foundation’s “restriction prevents Mr. Claggett from doing things like estate planning,” and explained that under the restriction, “he can’t transfer the property to his wife.

Mr. Claggett was not married in 2000 when he granted the deed of easement. He is married now. He can’t transfer by inter vivos deed to his wife to even out their holdings for estate planning purposes.” 12 The circuit court inquired whether appellant had asked the Foundation to “approve release of [the] land if [appellant] transferred it to [his] wife,” to which appellant’s counsel responded, “No. But he shouldn’t have to. That’s the point of why we’re here.” When asked whether ³⁶⁶ appellant could transfer title to his wife’s name alone, counsel for the Foundation conceded, “[t]hat would be a problem....” 13 After considering the arguments of counsel, the court ruled from the bench.

It said, in part: This case raises the question of the retroactivity of the statute that was enacted effective October 1, 2004 to state that the owner of a two acre lot, an owner’s lot or family lot, that was before subject to the restrictions of an Agriculture Foundation Preservation Foundation [sic] easement could not sell that lot for a period of five years from the date of the final release from the easement. And as Counsel know every [sic] well, there is á presumption against such retroactivity of a statute. There are exceptions to that presumption. The presumption is overcome if the statute affects only procedures or remedies.

And that’s the position of the [Foundation] — that this statute affected only procedures and remedies and it actually benefits the landowner because, until this statute, the [Foundation] argues, there is no right to transfer the lot, and this at least allows that lot to be transferred after the owner resides on the property or owns the house for five years. [Appellant’s counsel] says that the [Foundation] is therefore missing the point either accidentally or deliberately that the distinction is between the building permit issuance and ... the release and the transfer without that building permit and final release. This ... case is distinguished because there is a house already built, built by the owner, apparently, with a building permit issued some two years ago. The [appellant] has filed an amended complaint seeking a declaratory judgment and a writ [of] mandamus----[A]nd ... the easy part of the case, that this Court award [appellant] damages in the amount of $100,000.00 plus reasonable attorney’s fees and the cost of this proceeding. And ³⁶⁷ the Court says that’s the easy part because the Court accepts the [Foundation’s] argument that, under the Doctrine of Sovereign Immunity, the [appellant’s] claim for money damages is barred.

And, therefore, that portion of Count 2 is dismissed. [14] The [Foundation] also argues that there’s no justiciable issue between the Parties and, therefore, Count 1 must be dismissed and argues that, as we’ve noted, Count 2 should also be dismissed. The Court is troubled by the case in that the whole purpose of the Agricultural Preservation Foundation easement was to protect agricultural land and to stop the diminution of acreage in agricultural use. That purpose is no longer applicable to this lot. The house is there.

It’s now residential property. And the entire purpose of the Ag Preservation Foundation ... has been circumvented in part by the owner’s provisions that the Foundation itself proposed to permit one owner’s house, and in part by Mr. Claggett proceeding to construct this house pursuant to his building permit without having first secured the executed release from the Maryland Agricultural Preservation Foundation. The Court finds that the [Foundation’s] intent and the Legislative intent in passage of ... Chapter 498 of the Laws of 2004 is clear. [T]he [Foundation’s] intent and the Legislature’s intent was to restrict transfer of such properties for a period of five years from the issuance of the final release.

Accordingly, we find that Mr. Claggett was subject to the provisions of the [Foundation] and the legislation, and we will grant summary judgment to the [Foundation] with respect to the declaratory judgment ... count and will grant summary judgment as to the remainder of the writ of mandamus that was not already dismissed, being that part that sought money damages. ³⁶⁸ The court entered an Order effectuating its oral ruling on May 7, 2007. It stated: (1) [The Foundation’s] Motion is granted and ... Summary Judgment for both Counts One (Complaint for Declaratory Judgment) and Two (Action for Writ of Mandamus) of [Appellant’s] Amended Complaint is entered in [the Foundation’s] favor; (2) Under Count One, Chapter 498, Laws of Maryland, 2004 is declared to apply to the Final Release from the agricultural land preservation easement that [appellant] is requesting for an Owner’s Lot to construct a dwelling for his use; and (3) [Appellant’s] Action for Writ of Mandamus under Count Two, including his request for monetary damages, which is barred by sovereign immunity, is dismissed. DISCUSSION The granting of summary judgment in a declaratory action is “ ‘the exception rather than the rule.’ ” Utica Mut.

Ins. Co. v. Miller, 130 Md.App. 373, 380 , 746 A.2d 935 , cert. denied, 359 Md. 31 , 753 A.2d 3 (2000) (citations omitted). “ ‘Our standard of review of [a][ ] declaratory judgment entered as the result of the grant of a motion for summary judgment is whether that declaration was correct as a matter of law.’ ” Olde Sevema Park Improvement Ass’n v. Gunby, 402 Md. 317, 329 , 936 A.2d 365 (2007) (quoting South Easton Neighborhood Ass’n v. Town of Easton, 387 Md. 468, 487 , 876 A.2d 58 (2005)). We “review the record in the light most favorable to [appellant as] the non-moving party and construe any reasonable inferences that may be drawn from the facts against the moving party.” Educational Testing Service v. Hildebrant, 399 Md. 128, 140 , 923 A.2d 34 (2007). When, as here, there is no dispute of material fact, “we proceed to determine whether the moving party is entitled to judgment as a matter of law.” Hill v. Knapp, 396 Md. 700, 711 , 914 A.2d 1193 (2007). ³⁶⁹ Appellant argues that “the lower court erred in its application of Chapter 498 by applying it retroactively to alter the terms of Appellant’s Final Release from the February 1, 2000 Deed of Easement.” In particular, he complains of the inclusion of the following language in the proposed Final Release: “[I]t is the intent of this instrument to release the [Owner’s Lot] for the personal residential use of the person named in the building permit____The parties agree that this right may not be transferred to any other person for five (5) years from the date of the final release,” except under certain conditions.

In appellant’s view, this language constitutes “a five year restriction on the alienability of the two-acre lot which ... was not included in the terms of the Deed of Easement, the Preliminary Release, or in the law in effect at the time the Deed of Easement was executed by Appellant and delivered to MALPF....” Appellant “contends that there can be no doubt that Chapter 498 added a new restriction to the alienability of title to Appellant’s two-acre lot which restriction was not a part of the Deed of Easement or Preliminary Release.” He adds: “It is equally clear that this new restriction materially alters and impairs Appellant’s rights to deal in and with his property for a period of five years from the date of the Final Release.” According to MALPF, appellant errs in asserting “that Chapter 498 impairs his right to transfer the owner’s lot,” and mis characterizes Chapter 498 as imposing a “Five-Year Restriction.” In its view, the statute “is not a restriction at all, but a benefit to Mr. Claggett....” The Foundation explains that, under the terms of the Deed and the provisions of the Agriculture Article in effect at the time the Easement was granted, appellant “would not have been permitted to transfer the released lot and dwelling except under circumstances consistent with MALPF’s longstanding administrative practice.” As a result of the passage of Chapter 498, however, the Foundation claims that appellant “is free to transfer the lot without MALPF’s permission after five years have elapsed from the date of the Final Release.” ³⁷⁰ According to MALPF, by enacting Chapter 498, “the Legislature has granted [appellant] the unconditional right to transfer his owner’s dwelling lot five years from the date of the final release, a right that does not exist in his Deed of Easement and did not exist before Chapter 498’s enactment.” Thus, the Foundation maintains that the circuit court was correct in concluding that the General Assembly intended Chapter 498 to apply to Mr. Claggett’s Final Release. Contrary to his claim, Chapter 498 does nothing to interfere with Mr. Claggett’s right to an owner’s lot under the Deed of Easement. Instead, Chapter 498 provides a remedy that addresses the General Assembly’s concern over the potential for abuse over the transfer of an owner’s lot to ineligible persons once MALPF grants a Final Release this lot. The Foundation posits that “MALPF has not given retroactive effect to Chapter 498 beyond anything intended by the legislature.

MALPF followed the legislature’s direction that Chapter 498 applies to all releases issued on or after October 1, 2004. Mr. Claggett applied for his Final Release after Chapter 498’s effective date.” In addition, it argues: [S]ince the statements required by Chapter 498, Laws of Maryland 2004, do not affect Mr. Claggett’s right to a lot for a dwelling provided in the Deed of Easement and only provides remedies and procedures for the enforcement of that right, the lower court correctly determined that the Legislature intended Chapter 498 to apply to Claggett’s pending request for a Final Release. Any other decision allowing Mr. Claggett to sell or transfer his owner’s dwelling and lot anytime he wishes would be contrary to the Deed of Easement and the requirements of State law, and would undermine one of the fundamental deed covenants provided in each of the more than 1800 easements held by MALPF. Appellant has framed the issues on appeal in terms of whether Chapter 498 applies retroactively to his easement.

Ordinarily, “statutes are presumed to operate prospectively.” Roth v. Dimensions Health Corp., 332 Md. 627, 636 , 632 A.2d ³⁷¹ 1170 (1993). “Once a party enters into a contract valid under the statute at the time of execution, subsequent statutes, generally, cannot impair the operation of those contracts.” Selig v. State Highway Admin., 383 Md. 655, 677 , 861 A.2d 710 (2004); see also County Comm’rs for Carroll County v. Forty West Builders, Inc., 178 Md.App. 328, 373-90 , 941 A.2d 1181 , cert. denied, 405 Md. 63 , 949 A.2d 652 (2008). Thus, a statute cannot be applied retroactively if it “would impair rights a party possessed when he acted, increase a party’s liability for past conduct, or impose new duties with respect to transactions already completed.” Landgraf v. USI Film Products, 511 U.S. 244, 280 , 114 S.Ct. 1483 , 128 L.Ed.2d 229 (1994). Nevertheless, there is “no absolute prohibition against retroactive application of a statute.” Comm’n on Human Relations v. Amecom Div., 278 Md. 120, 123 , 360 A.2d 1 (1976). The Court of Appeals has described a retroactive statute as “one which purports to determine the legal significance of acts or events that have occurred prior to the statute’s effective date.” Id.

One exception to the general rule of prospective application concerns legislation involving procedural changes that provide remedies for the enforcement of rights. See Roth, 332 Md. at 636 , 632 A.2d 1170 (“Notwithstanding this presumption [against retroactivity], if the statute ‘contains a clear expression of intent that it operate retrospectively, or the statute affects only procedures or remedies, it will be given retroactive application.’ ”) (quoting Amecom Div., 278 Md. at 124 , 360 A.2d 1 ); Mason v. State, 309 Md. 215, 219-20 , 522 A.2d 1344 (1987) (“Despite the presumption of prospectivity, a statute effecting a change in procedure only, and not in substantive rights, ordinarily applies to all actions whether accrued, pending or future, unless a contrary intention is expressed.... ”); Kelch v. Keehn, 183 Md. 140, 144 , 36 A.2d 544 (1944) (“Where the effect of the statute is not to obliterate existing substantial rights but affects only the procedure and remedies for the enforcement of those rights, it applies to all actions whether accrued, pending or future, unless a contrary intention is expressed.”). ³⁷² Maryland law recognizes four basic principles regarding the application of statutes to events that occurred prior to their effective date. These principles, set forth in Allstate Ins. Co. v. Kim, 376 Md. 276, 289 , 829 A.2d 611 (2003), are as follows: (1) Statutes are presumed to operate prospectively unless a contrary intent appears; (2) a statute governing procedure or remedy will be applied to cases pending in court when the statute becomes effective; (3) a statute will be given retroactive effect if that is the legislative intent; but (4) even if intended to apply retroactively, a statute will not be . given that effect if it would impair vested rights, deny due process, or violate the prohibition against ex post facto laws.

See also WSSC v. Riverdale Heights Fire Co., 308 Md. 556, 563-64 , 520 A.2d 1319 (1987). The parties do not disagree over the present meaning of Agrie. § 2-513, as amended by Chapter 498. 15 As we have indicated, under the current statute, a landowner who obtains an owner’s release requires the Foundation’s permission to sell or transfer the owner’s lot until five years after the lot is released; after five years have passed, the landowner may freely alienate the lot. However, the parties vigorously dispute what rights the statute provided to landowners before Chapter 498 was enacted. The parties’ positions on the retroactivity of Chapter 498 are predicated on their respective interpretations of the substantive provisions of Ag-1999 § 2-513, which were in effect prior to the enactment of Chapter 498, at the time when the Deed and the Preliminary Release were executed.

The par ³⁷³ ties’ fundamental disagreement pertains to what rights appellant had under Ag-1999 § 2-513. We explain. Appellant contends that he had the right to sell his Owner’s Lot under the statutory scheme that existed before Chapter 498 was enacted. He believes, therefore, that retroactive application of Chapter 498 would impair his vested contractual rights by creating a substantive restriction on the alienability of his Owner’s Lot.

Conversely, under the Foundation’s interpretation of the relevant provisions of the Agriculture Article, the restriction on alienability existed before Chapter 498 was enacted. MALPF claims that, before the amendment was passed, any transfer of an owner’s lot was subject to its approval. In the Foundation’s view, Chapter 498 actually represents a relaxation of the restriction, because it provides that, once five years have elapsed after the release of an owner’s lot, the Foundation’s approval is no longer required in order to sell the lot. Thus, the Foundation’s view as to retroactive application is predicated on its view of Chapter 498 as a procedural enactment that enlarges appellant’s substantive rights.

The parties agree that Ag-1999 § 2-513 specifies a right that is reserved only to appellant. The question is, what is the nature of that right? Notably, the Foundation does not argue that, if Chapter 498 does, in fact, impose a new restriction on alienability, the restriction is nonetheless enforceable retroactively. If the Foundation is correct that, even before Chapter 498 was enacted, appellant was barred from selling his Owner’s Lot, appellant presumably would not quarrel with a retroactive application of Chapter 498 that would lift this restriction after five years.

To resolve the controversy, we must construe Ag-1999 § 2-513. We have not found a reported decision in Maryland that has interpreted this statute. In the first instance, the parties’ rights are contractual. The relevant provisions of the Agriculture Article authorize the Foundation to acquire easements and grant releases.

But, it is the easement and release agreements themselves that ³⁷⁴ directly establish the rights of the parties. Nevertheless, when, as here, “the terms of the contract are derived from explicit statutory guidelines ... the paramount consideration is interpreting the pertinent statutory provision.” Fister v. Allstate Life Ins. Co., 366 Md. 201, 210 , 783 A.2d 194 (2001). See also Forty West, 178 Md.App. at 381 , 941 A.2d 1181 (“ ‘[P]arties to a contract are presumed to contract mindful of the existing law and ... all applicable or relevant laws must be read into the agreement of the parties just as if expressly provided by them, except where a contrary intention is evident.’ ”) (quoting Auction & Estate Reps., Inc. v. Ashton, 354 Md. 333, 344 , 731 A.2d 441 (1999)).

Therefore, the language of the Agriculture Article is central to our determination. “ ‘The cardinal rule of statutory interpretation is to ascertain and effectuate the intent of the Legislature.’” Chow v. State, 393 Md. 431, 443 , 903 A.2d 388 (2006) (quoting Kushell v. Dep’t of Natural Resources, 385 Md. 563, 576 , 870 A.2d 186 (2005)). In our effort to effectuate the Legislature’s intent, we give the words of a statute their ordinary and usual meaning. City of Baltimore Dev. Corp. v. Carmel Realty Assocs., 395 Md. 299, 318 , 910 A.2d 406 (2006); Ridge Heating, Air Conditioning and Plumbing, Inc. v. Brennen, 366 Md. 336, 350 , 783 A.2d 691 (2001).

We may also consider “ ‘the consequences resulting from one meaning rather than another, and adopt that construction which avoids an illogical or unreasonable result, or one which is inconsistent with common sense.’ ” Chesapeake Charter, Inc. v. Anne Arundel County Bd. of Educ., 358 Md. 129, 135 , 747 A.2d 625 (2000) (citation omitted). Further, we are obligated to construe the statute as a whole, so that all provisions are considered together and, to the extent possible, reconciled and harmonized. NavarroMonzo v. Washington Adventist, 380 Md. 195, 204 , 844 A.2d 406 (2004). Where “appropriate,” we interpret a provision “in the context of the entire statutory scheme of which it is a part.” Gordon Family Partnership v. Gar on Jer, 348 Md. 129, 138 , 702 A.2d 753 (1997). ³⁷⁵ If a statute is not ambiguous, we generally will not look beyond its language to determine legislative intent.

Kaczorowski v. Mayor & City Council of Baltimore, 309 Md. 505, 513 , 525 A.2d 628 (1987). When faced with an ambiguous statute, however, the court “may employ ‘all the resources and tools of statutory construction’ ” to ascertain its meaning, “including legislative history, prior case law, and statutory purpose.” Reier v. State Dep’t of Assessments and Taxation, 397 Md. 2, 27 , 915 A.2d 970 (2007) (citation omitted). See Mayor and City Council of Baltimore v. Chase, 360 Md. 121, 131 , 756 A.2d 987 (2000) (noting that even when the language of a statute is plain, we may confirm our construction of it by reference to its legislative history). If the language of a statute is ambiguous, then we “consider not only the literal or usual meaning of the words, but their meaning and effect in light of the setting, the objectives and purpose of [the] enactment [under consideration].” Fraternal Order of Police v. Mehrling, 343 Md. 155, 174 , 680 A.2d 1052 (1996) (citation omitted).

And, “we presume that the Legislature has acted with full knowledge of prior and existing law, legislation and policy....” Taylor v. Mandel, 402 Md. 109, 131 , 935 A.2d 671 (2007); see Dep’t. of Health & Mental Hygiene v. Kelly, 397 Md. 399, 420 , 918 A.2d 470 (2007). At the time the Easement and Preliminary Release were executed, Ag-1999 § 2 — 513(b)(2) provided that, “on written application, the Foundation shall release free of easement restrictions only for the landowner who originally sold an easement, [an owner’s lot] for the purpose of constructing a dwelling house for the use only of that landowner....” The statute spelled out the mechanics of the release scheme in detail. Upon receipt of an application and certification that appellant met relevant conditions, the Foundation was required to “issue a preliminary release,” which would “[b]ecome final when the Foundation receives and certifies a non-transferable