Conrad/Dommel, LLC v. West Development Co.

KENNEY, Judge. Appellants/cross-appellees, Conrad/Dommel, LLC (“Conrad/Dommel”), Tome’s Landing Condominium Association, Incorporated (the “Condominium”), and Tome’s Landing Yacht ²⁴⁶ Club, Inc. (the “Yacht Club”), appeal the decision by the Circuit Court of Cecil County that Tome’s Landing Corporation (“TLC”), which is not a party to this appeal, had transferred certain expansion rights to appellee/cross-appellant West Development Company (“West”). West appeals the circuit court’s ruling that TLC had not transferred its riparian rights to West but, rather, that Conrad/Dommel had obtained those riparian rights by virtue of a foreclosure sale. Appellants pose five questions on appeal, which we have consolidated: 1 Did West acquire the expansion rights which TLC had acquired pursuant to the Marina Cross Operating Agreement?

Appellee poses one question on appeal: Did the circuit court err in awarding the riparian rights to Conrad/Dommel? For the reasons set forth below, we affirm the trial court’s ruling with respect to the issue of riparian rights, but we vacate the order with respect to the expansion rights and remand this case for further proceedings not inconsistent with this opinion. FACTUAL AND PROCEDURAL BACKGROUND This case concerns property located along the Susquehanna ²⁴⁷ River in Port Deposit, Maryland, shown as follows: 2 [[Image here]] All of the lots and parcels were originally owned by United Dominion Industries, Inc. (“UDI”), TLC’s parent corporation. We have constructed a chart of the various transfers that took place and have attached it to this opinion as an Appendix.

On May 20, 1993, a document entitled Declaration of Easements, Covenants and Restrictions was filed in the land records for Cecil County. In a separate document filed that same day, UDI deeded to TLC Lots 3 and 4 and Parcel A in fee simple. That deed contains the following language: WITNESSETH, that in consideration of the sum of One Dollar ($1.00) (no actual consideration), Grantor [UDI] does hereby grant and convey unto Grantee [TLCJ, its successors and assigns, that certain lot[s] of ground situate and lying in Port Deposit, Maryland (the “Property”) and more specifically described as follows: Those parcels of land shown as Lots 3 and 4 and Parcel A on a final [recorded] subdivision plat of Tome’s Landing SUBJECT TO all matters shown on the Plat, the terms and provisions of a Declaration of Easements, Covenants and Restrictions recorded or intended to be recorded immediately prior hereto, and all other matters of record. TOGETHER WITH the buildings and improvements thereon and all rights, roads, alleys, ways, waters, privileges, appurtenances and advantages to the same belonging or appertaining.

AND FURTHERMORE TOGETHER WITH all riparian rights and privileges belonging or appertaining to the real ²⁴⁸ property shown on the Plat and known as Lots 1 through 10, including Lot 6A, Parcel A-l, Parcel A, Parcel B, Parcel C and Parcel D, including all riparian rights and privileges in and to the waters of the Susquehanna River. TO HAVE AND TO HOLD the said property unto and to the use of the Grantee, its successors and assigns, in fee simple. On May 26, 1998, TLC filed a Declaration Establishing a Plan for Condominium Ownership (the “condominium plan”). 3 That same day, TLC granted “certain limited riparian rights” to the Yacht Club and entered into a Marina Cross Operating Agreement (“MCOA”) with the Yacht Club and the Condominium. The riparian rights agreement read: The Developer [TLC] wishes to grant and convey to the [Yacht] Club certain limited riparian rights to construct, place and maintain certain breakwater piers, debris barrier piers and/or other marginal walkway piers and gangplanks.

From time to time, the Developer may also convey to the [Yacht] Club additional riparian rights necessary to construct, build, use and enjoy (i) additional piers and docks containing marina slips for use by members of the [Yacht] Club, or (ii) additional breakwater piers and/or debris barriers, and/or (iii) such other riparian structures or activities as the Developer may approve. NOW, THEREFORE, WITNESSETH that in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration (no actual consideration paid or to be paid), the receipt and sufficiency of which is hereby acknowledged, the Grantor does hereby grant and convey unto the Club, its successors and assigns, those certain riparian rights further described on Exhibit A. 4 [Emphasis supplied.] ²⁴⁹ The condominium plan called for the creation of a Condominium Marina, which was to be a limited common element owned by the condominium unit owners. The MCOA called for the creation of a “Club Marina,” for non-unit owners who purchased a club membership. The MCOA also granted cross-easements: (a) The [Yacht] Club, the Condominium and the Developer [TLC] hereby grant and convey to each other an easement, right and/or privilege (the “easement”), in common with each other, for the full non-exclusive beneficial use and enjoyment of the Marinas, as they presently exist and as they hereafter may be enlarged, substituted and modified, for the purpose of enabling each other to (i) develop, maintain, repair and replace the Docks, Breakwater Piers and Piers or any other portions of the Club Marina Facilities or the Condominium Marina Facilities; (ii) install, maintain, repair, and replace, extend and enjoy the use and benefit of any and all pipes, ducts, wires, piers, utilities and such other facilities and easements owned by the [Yacht] Club or the Condominium, as may be reasonably necessary for the full use and enjoyment by the [Yacht] Club, the Condominium or the Developer of the Marinas; 1 (iii) fully use and enjoy the Expansion Rights, and (iv) enter upon, in or over any portion of the Marinas for the purpose of ingress and egress by an Occupant to his or her Slip, and for the purpose of using and enjoying any rights, including Expansion Rights, set forth in this Agreement.

(b) The [Yacht] Club, the Developer and the Condominium hereby grant, convey and assign to each other the right to use in common all riparian rights and privileges held, owned or enjoyed by any of them. (c) The [Yacht] Club, the Developer and the Condominium hereby grant, convey and assign to each other the right ²⁵⁰ to use in common all permits, licenses and other rights held by any of them which are reasonably necessary for the full use and enjoyment of the Marinas. The provisions of the MCOA relative to the “expansion rights” at issue in this case read as follows: Expansion Rights. (a) Statement of Intent.

It is intended that the Club Marina Facilities and the Condominium Marina Facilities from time to time may be expanded by the Developer [TLC], in order, inter alia, to accommodate additional Members and/or Unit Owners, to build fuel piers or transient slip piers, or for other purposes. Such expansion may take place by extension of existing Piers, by the construction of new Piers, or otherwise. Additionally, the Developer may locate Condominium Marina Facilities at the end of any existing Pier that has Club Marina Facilities, and vice-versa. The Developer may also construct new Piers, Docks or Slips which are not a part of the Marinas in the riparian areas adjacent to or part of the Marinas (herein, the “Developer Marina”).

If constructed, the Developer Marina shall be entitled to the benefit of all easements granted in this Agreement. The Developer Marina may include inter alia, the Pier intended for transient slips which may be shown on the Marina Plat, and any other pier constructed as part of, or inside of (landward of) breakwater piers or debris barriers owned by the [Yacht] Club, the Condominium or the Developer. The Developer and the other parties wish to provide for the efficient, integrated operation of all Slips, Piers and Docks in the Marinas, the Developer Marina and in the waters adjacent thereto, and to ensure the Developer the maximum rights to enjoy and develop such Slips, Piers and Docks (such rights as provided in this Agreement are herein collectively referred to as the “Expansion Rights”). (b) Right to Build, Enlarge and Extend the Marinas or any Developer Marina.

The Developer shall have the easement, right and privilege from time to time to extend or ²⁵¹ build any Pier of the Marinas or the Developer Marina; to attach additional Piers, Slips and Docks to any Pier existing from time to time in order to expand the Marinas or to construct a Developer Marina; to increase the number of Piers, Slips and Docks in any portion of the Marinas or the Developer Marina; to use existing or install new utility lines, cables, pipes or the like in the Marinas or in the Developer Marina, and to repair, replace or reconstruct same from time to time, to the extent reasonably necessary or beneficial for the full use and enjoyment of the Expansion Rights, provided, however, that any utilities consumed by the Developer, its successor or assigns in the Developer Marina shall be paid for by the Developer in accordance with any meter or submeter or on any other equitable bases of allocating utility use; and to use any portion of the Marinas for access to Slips, Docks and Piers of the [Yacht] Club, the Condominium and/or of the Developer. (c) Repair of Damages; No Interference, Etc. In the event the Developer shall exercise any of its Expansion Rights from time to time, Developer shall (a) perform all work in a good and workmanlike manner in accordance with all federal, state and local laws, rules and ordinances, (b) promptly repair any damage done to the Marinas, and (c) not impair in any material way access to or enjoyment of any Slip by any Unit Owner or Member. On September 27, 1993, UDI deeded Lot 5 to TLC in fee simple.

Lot 2 was deeded to TLC in fee simple on June 15, 1994. On September 29, 1994, a number of deeds were executed by UDI in furtherance of TLC’s development plan. TLC gained fee simple ownership in Lots 1, 7, 8, and 9, and Parcels A-l, B, C, and D in one deed, and Lot 6A was separately deeded to it. Lot 10 was deeded to Tome’s Main Street, Inc., and Lot 6 was deeded to Tome’s Commerce Center, Inc. According to those deeds, both Tome’s Main Street, Inc., and Tome’s Commerce Center, Inc. were subsidiaries of UDI.

As a result of the conveyances to date, the ownership of the subject property was divided among TLC, Tome’s Main Street, Inc., and Tome’s Commerce Center, Inc. ²⁵² Two deeds of trust were entered into on September 29, 1994. In the first (the “Columbia deed of trust”), TLC, Tome’s Commerce Center, Inc., and Tome’s Main Street, Inc. were the grantors, The Columbia Bank (“Columbia Bank”) was the beneficiary, and Charles C. Holman and Scott C. Nicholson were the trustees. The Columbia deed of trust secured a $1.5 million dollar loan from the bank, and provided, in pertinent part: NOW, THEREFORE, THIS DEED OF TRUST WITNESSETH: THAT, Grantor, in consideration of the premises herein contained and of One Dollar ($1.00) paid by Trustees, the receipt of which, before the sealing and delivery of these presents, is hereby acknowledged, has GRANTED and CONVEYED, and does hereby GRANT and CONVEY unto Trustees, in fee simple, that real property situate, lying and being in Cecil County, State of Maryland, more particularly described in Exhibit A 5 attached hereto and made a part hereof (hereinafter the “Land”). ²⁵³ TOGETHER with all right, title and interest of Grantor, including any after-acquired title or reversion in and to the beds of the ways, streets, avenues and alleys adjoining the Land; and TOGETHER with all buildings and improvements of every kind and description now or hereafter erected or placed in or upon any interest or estate in the Land, and used or usable in connection with any present or future operation of the Land and now owned or hereafter acquired by Grantor, and/or in which Grantor may now have or hereafter acquire rights, and all fixtures including, but not limited to, all gas and electric fixtures, engines and machinery, radiators, heaters, furnaces, heating equipment, steam and hot water boilers, stoves, ranges, elevators, motors, bathtubs, sinks, water closets, basins, pipes, faucets and other plumbing and heating fixtures, mantels, refrigerating plant and refrigerators, or other mechanical or otherwise, cooking apparatus and appurtenances, furniture, shades, awnings, screens, blinds and other furnishings; it being mutually agreed that all the aforesaid property owned by said Grantor and placed by it on the Land shall, so far as permitted by law, be deemed affixed to the realty and covered by this Deed of Trust; and TOGETHER with all articles of personal property now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the Land which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all goods and chattels and personal property as are used or furnished in operating a building or the activities conducted therein, and all renewals or replacements thereof or articles and substitutions therefor, whether or not the same are, or ²⁵⁴ shall be attached to said building or buildings in any manner; and TOGETHER with all building and construction materials and equipment now or hereafter delivered to the Land and intended to be installed therein; and TOGETHER with all leases, rents, profits, and benefits to the extent they may constitute accounts, including any deposits of tenants to secure payment of the same and performance of the terms and conditions of any oral or written lease, with respect to the leasing of all or any portion of the Land or improvements thereon; and all of the accounts of Grantor, including without limitation, all notes, accounts receivable, drafts, acceptances and similar instruments and documents, and all contract rights; and TOGETHER with all plans and specifications, surveys and surveyor’s reports, engineer’s and architect’s reports, diagrams and drawings; sewer and water taps, allocations and agreements for utilities, bonds, utility deposits, refunds of fees or deposits paid to governmental authorities; licenses, permits, approvals and applications therefor from governmental authorities; contracts, subcontracts, service contracts, books, records, reports, accounting records, invoices, change orders, correspondence, diagrams, drawings, schematics, sales and promotional materials, wherever located and whenever created, compiled or made with respect to the Land or the improvements thereon; and TOGETHER with all of the proceeds of the voluntary or involuntary conversion of the real and personal property secured by this Deed of Trust or any part of such property into cash or liquidated claims, whether by way of condemnation, insured casualty, judgment or otherwise; and TOGETHER with all of Grantor’s right, title and interest in and to all amounts that may be owing at any time and from time to time by the Beneficiary to Grantor in any capacity, including, but not limited to, any balance or share belonging to Grantor of any deposit or other account with the Beneficiary. ²⁵⁵ (The Land, together with all of the property described above, are herein referred to as the “Trust Property”.) TO HAVE AND TO HOLD the same unto Trustees and the successors in interest of Trustees forever in fee simple. [Emphasis supplied.] In the second deed of trust (“UDI deed of trust”), TLC, Tome’s Commerce Center, Inc., and Tome’s Main Street, Inc. were the grantors, UDI was the beneficiary, and B. Bernard Burns, Jr. and Robert E. Drury were the trustees. This deed of trust secured $9,086,133, and, in pertinent part, states: WITNESSETH: WHEREAS Grantor is the owner of a fee estate in the premises described in Exhibit A attached hereto (the “Premises”). 6 NOW THEREFORE, to secure (i) the payment of an indebtedness in the principal sum of Nine Million Eighty-Six Thousand One Hundred Thirty-Three and 00/100 Dollars ($9,086,133.00) ...

Grantor has given, granted, bargained, sold, conveyed, confirmed and assigned, and by these presents does give, grant, bargain, sell, convey, confirm and assign, unto Trustees in trust forever, in fee simple, with power of sale or assent to decree, all right, title ²⁵⁶ and interest of Grantor now owned, or hereafter acquired, in and to the following property, rights and interests (such property, rights and interests being hereinafter collectively referred to as the “Trust Property”): (a) the Premises; (b) all buildings and improvements now or hereafter located on the Premises (the “Improvements”); (c) all of the estate, right, title, claim or demand of any nature whatsoever of Grantor, either in law or in equity, in possession or expectancy, in and to the Trust Property or any part thereof; (d) all easements, rights-of-way, gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances of any nature whatsoever, in any way belonging, relating or pertaining to the Trust Property, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Premises to the center line thereof; (e) all fixtures, fittings, furnishings, appliances, apparatus, equipment and machinery, and all articles of personal property located in or upon any interest or estate in land herein conveyed or any part thereof and used or usable in connection with the Trust Property; (f) all judgments, awards of damages and settlements hereafter made as a result of or in lieu of any taking of the Trust Property or any part thereof or interest therein under the power of eminent domain; and (g) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims. TO HAVE AND TO HOLD the above granted and described Trust Property unto and to the proper use and benefit of Trustees, and the successors and assigns of Trustees forever; ²⁵⁷ IN TRUST, to secure the payment to Beneficiary of the Debt at the time and in the manner provided for its payment in the Notes and in this Deed of Trust; This deed of trust was expressly subordinate to the Columbia deed of trust. On January 23, 1996, the grantors entered into a loan modification agreement with Columbia Bank, increasing the amount of the loan to three million dollars. The same land was encumbered in the modification agreement, with the exception of condominium units and marina slips that had been sold and released from the Columbia deed of trust.

On July 8, 1998, apparently in conjunction with its default on the loan, TLC assigned to Columbia Bank “any and all rights, reservations, easements, interests, exemptions, privileges and powers which Assignor may have as the Developer” under the condominium plan. Columbia Bank foreclosed on the property, and Conrad/Dommel bought the property at a foreclosure sale. The foreclosure deed was executed on September 11, 1998 (the “foreclosure deed”), 7 and states: THIS DEED, made this 11 day of September, 1998, by and between CHARLES C. HOLMAN and SCOTT C. NICHOLSON, Trustees as hereinafter mentioned (collectively, “Grantors”), and CONRAD/DOMMEL, LLC, a Maryland limited liability company (“Grantee”). WHEREAS, by virtue of a certain Deed of Trust and Security Agreement dated September 29, 1994, recorded among the Land Records of Cecil County ...

(as modified by a Loan Documents Modification Agreement dated January 22, 1996 and recorded ... ), and filed in the above-mentioned cause, the said Trustees were empowered to sell the property designated in said proceedings, and the said Trustees, after complying with all the requisites of said ²⁵⁸ Deed of Trust, and complying with the Maryland Rules of Procedure, did on July 9, 1998 sell unto the said Grantee (as substituted purchaser pursuant to an Order dated August 19, 1998), for the sum of TWO MILLION TWO HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($2,275,000.00), current money, that property (the “Property”) situate in Cecil County, State of Maryland, as more particularly described in Exhibit “A” 8 attached hereto. TOGETHER with the buildings and improvements, thereupon erected, if any, and the rights, alleys, ways, waters, privileges, appurtenances and advantages belonging or appertaining thereto. WHEREAS, the aforesaid sale having been duly reported to and ratified and confirmed by the said Circuit Court for Cecil County on September 2, 1998, and the purchase ²⁵⁹ money aforesaid having been fully paid and satisfied to the Trustees, they are authorized to execute these presents. NOW, THEREFORE, THIS DEED WITNESSETH, that the Trustees, for and in consideration of the premises and the consideration recited in the Deed from Grantors to Grantee referred to above, and for no other consideration, hereby grant and convey to the Grantee, its successors and assigns, all the Property hereinbefore described, with its appurtenances and all the rights, title, interest and estate of the Trustees, both at law and in the equity, in and to the same.

TO HAVE AND TO HOLD the same described Property unto Grantee, its successors and assigns, in fee simple, forever. [Emphasis supplied.] On October 5, 1999, TLC purported to sell to West its expansion rights under the MCOA as well as the riparian rights: DEED OF RIPARIAN RIGHTS The Developer [TLC] wishes to and does hereby grant and convey to West the remainder of the riparian rights not previously conveyed. From time to time, the Developer had the power to and did convey to the [Yacht] Club and others additional riparian rights necessary to construct, build, use and enjoy (i) additional piers and docks containing marina slips for use by members of the [Yacht] Club, or (ii) additional breakwater piers and/or debris barriers, and/or (iii) such other riparian structures or activities as the Developer has or may approve. NOW THEREFORE, WITNESSETH that in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration (no actual consideration paid or to be paid), the receipt and sufficiency of which is hereby acknowledged, the Grantor does hereby grant and convey ²⁶⁰ unto West, its successors and assigns, those certain riparian rights further described on Exhibit A. 9 SUBJECT to all matters of public record, including but not limited to a Marina Cross Operating Agreement between the Developer, the [Yacht] Club, and Tome’s Landing Condominium, Inc., recorded among the Land Records of Cecil County. ... TO HAVE AND TO HOLD the property above described unto the proper benefit and use of Grantee its successors and assigns.

ASSIGNMENT OF DEVELOPER'S RIGHTS RECITALS WHEREAS, the Assignor, Tome’s Landing Corporation, is the “Developer” under that certain Declaration Establishing a Plan for Condominium Ownership for Tome’s Landing, a Condominium, dated May 26, 1993 and recorded among the Land Records of Cecil County, Maryland at Book NDS 435, Page 18, as amended and supplemented from time to time (the “Declaration”), and under the Marina Cross Operating Agreement (the “[MCOA]”) recorded as aforesaid; and WHEREAS, Assignor desires to grant and assign to Assignee any and all rights, reservations, easements, interests, exemptions, privileges and powers which. Assignor may have as the Developer under the Declaration and under the ²⁶¹ [MCOA]; and the Assignor has the right and power to do so pursuant to Section 19 of the Declaration and Paragraph 1 of the [MCOA]; and WHEREAS, Assignee wishes to accept this Assignment. AGREEMENTS NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) paid by each of the parties to the other, and other good consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Assignment of Developer’s Rights.

Assignor hereby assigns to Assignee all of Assignor’s rights, reservations, easements, interests, exemptions, privileges and powers to which Assignor may have as the Developer under the Declaration and the [MCOA] and particularly the Expansion Rights therein. 2. Acceptance of Assignment by Assignee. Assignee hereby accepts the assignment of rights of Developer by Assignor, in accordance with the terms of the Declaration and the [MCOA], When West attempted to exercise its purported rights, Conrad/Dommel filed a declaratory judgment action in the Circuit Court for Cecil County on February 15, 2000, naming as defendants West, TLC, and Columbia Bank’s Trustees, Charles C. Holman and Scott C. Nicholson. The complaint focused on West’s claim to the riparian rights and sought a declaration that Conrad/Dommel was the owner of those rights.

Conrad/Dommel filed a motion for summary judgment on the day it filed its complaint. The trustees were subsequently dismissed from the suit, and, because it had not responded to the complaint, default judgment was entered against TLC. On April 21, 2000, the court entered an order granting Conrad/Dommel’s motion for summary judgment, without having heard oral argument. West successfully filed a motion to strike that ruling, and, on September 20, 2000, it filed its own motion for summary judgment, in which it raised the issue of the expansion rights for the first time.

A hearing on the ²⁶² motions for summary judgment took place on November 15, 2000, after which both Conrad/Dommel and West filed proposed findings and conclusions. On January 17, 2001, the court issued an oral ruling granting summary judgment in favor of Conrad/Dommel on the issue of the riparian rights. The court then set the matter for a further hearing on the issue of the expansion rights. West filed a motion for reconsideration of the ruling on riparian rights on February 1, 2001.

The Yacht Club filed a Motion for Joinder of Party 10 on February 23, 2001, which was granted on March 14, 2001. On April 23, 2001, Conrad/Dommel moved to join the Condominium as a necessary party, and the court granted the motion on May 9, 2001. A hearing was held on the issue of expansion rights on June 22, 2001, at which time the court issued an oral ruling granting summary judgment in favor of West. The Yacht Club, the Condominium, and Conrad/Dommel appealed that decision, and West cross-appealed the decision as to riparian rights. 11 DISCUSSION I. DECLARATORY JUDGMENTS The circuit court did not enter a written declaration of the parties’ rights in this case.

This will necessitate a remand ²⁶³ for entry of the appropriate written declaration of the rights of the parties. The Court of Appeals recently issued the following reminder: Once again we are presented with an appeal in a declaratory judgment case in which the trial court failed to enter a written declaration of the rights of the parties. Nor did it file any written opinion which could be treated as a declaratory judgment. Instead, the docket entry and the separate document on which the judgment is set forth recite simply that summary judgment was entered in favor of Northern. “This Court has reiterated time after time that, when a declaratory judgment action is brought, and the controversy is appropriate for resolution by declaratory judgment, ‘the trial court must render a declaratory judgment.’ Christ v. [Maryland ] Department [of Natural Resources ], 335 Md. 427, 435 , 644 A.2d 34, 38 (1994) ‘ “Where a party requests a declaratory judgment, it is error for a trial court to dispose of the case simply with oral rulings and a grant of ... judgment in favor of the prevailing party.’ Ashton v. Brown, 339 Md. 70, 87 , 660 A.2d 447, 455 (1995), and cases there cited.” Harford Mut.

Ins. Co. v. Woodfin Equities Corp., 344 Md. 399, 414-15 , 687 A.2d 652, 659 (1997). Bushey v. Northern Assur. Co. of Am,., 362 Md. 626, 651 , 766 A.2d 598 (2001).

To the extent that resolution of this case is based on the application of law to undisputed facts, we will exercise our discretion to address those issues prior to remand. Bushey, 362 Md. at 651 , 766 A.2d 598 . We will discuss this in more detail below, particularly as it applies to the expansion rights.

II

STANDARD OF REVIEW Summary judgment “is used to dispose of cases when there is no genuine dispute of material fact and the moving party is entitled to judgment as a matter of law.” Okwa v. Harper, 360 Md. 161, 178 , 757 A.2d 118 (2000) (citations omitted). Although the granting of summary judgment in a ²⁶⁴ declaratory judgment action is “ ‘the exception rather than the rule,’ ” it is sometimes appropriate. 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). When reviewing a court’s decision on summary judgment, we “must review the facts, and all inferences therefrom, in the light most favorable” to the nonmoving party. Lovelace v. Anderson, 366 Md. 690, 695 , 785 A.2d 726 (2001). “Evidentiary matters, credibility issues, and material facts which are in dispute cannot properly be disposed of by summary judgment.” Unde rwood-Gary v. Mathews, 366 Md. 660, 685 , 785 A.2d 708 (2001) (citing Pittman v. Atlantic Realty Co., 359 Md. 513, 536 , 754 A.2d 1030 (2000)). Moreover, “[i]n appeals from grants of summary judgment, Maryland appellate courts, as a general rule, will consider only the grounds upon wdiich the lower court relied in granting summary judgment.” PaineWebber Inc. v. East, 363 Md. 408, 422 , 768 A.2d 1029 (2001).

Because there is no dispute of material fact, “our review is limited to whether the trial court was legally correct.” Lippert v. Jung, 366 Md. 221, 227 , 783 A.2d 206 (2001). In other words, we look to whether the court correctly interpreted and applied the relevant law to the uncontested facts. Fister v. Allstate Life Ins. Co., 366 Md. 201, 210 , 783 A.2d 194 (2001). “As with all questions of law, we review this matter de novo.” Id.

The parties substantially agree on the underlying facts and that the outcome turns on an interpretation of the various documents including certain deeds.

III

RULES OF CONSTRUCTION “Ordinarily, the construction of a deed is a question of law for the court[.] ... In construing the language of a deed, the basic principles of contract interpretation apply.” Gregg Neck Yacht Club, Inc. v. County Comm’rs of Kent County, 137 Md.App. 732, 759 , 769 A.2d 982 (2001) (citations omitted). “These principles require consideration of ‘ “the character of the contract, its purpose, and the facts and circumstances of ²⁶⁵ the parties at the time of execution[.]” ’ ” Chevy Chase Land Co. v. United States, 355 Md. 110, 123, 733 A.2d 1055 (1999) (quoting Calomiris v. Woods, 353 Md. 425, 436 , 727 A.2d 358, 363 (1999) (quoting Pacific Indem. v. Interstate Fire & Cas., 302 Md. 383, 388 , 488 A.2d 486, 488 (1985))). “[T]he court is supposed to give effect to the intention of the parties, gleaned from the text of the entire instrument, unless that would violate a principle of law.” Gregg Neck, 137 Md.App. at 759 , 769 A.2d 982 . Moreover, when “interpreting a deed whose language is clear and unambiguous on its face, the plain meaning of the words used shall govern without the assistance of extrinsic evidence.” Drolsum v. Horne, 114 Md.App. 704, 709 , 691 A.2d 742 , cert. denied, 346 Md. 239 , 695 A.2d 1227 (1997). “[W]e must consider the deed as a whole, viewing its language in light of the facts and circumstances of the transaction at issue as well as the governing law at the time of conveyance.” Chevy Chase, 355 Md. at 123, 733 A.2d 1055 . “Thus the intention of a grantor is to be determined from the four comers of his deed, if possible, and if from an attempt to make such determination an irreconcilable conflict arises because of contradictions within the deed other means must be employed to ascertain the correct interpretation to be placed upon it. Words used in a deed should be construed in pari materia and a construction should be adopted which will give effect to all words.

Each word and provision of the instrument should be given that significance which is consistent with, and will effectuate, the intention of the parties.” Gregg Neck, 137 Md.App. at 760 , 769 A.2d 982 (quoting 4 Herbert T. Tiffany, The Law of Real Property § 981 at 112 (3d ed.1975, 1985 Gum.Supp.)) (“Tiffany”). Language is “ambiguous if, when read by a reasonably prudent person, it is susceptible of more than one meaning.” Calomiris, 353 Md. at 436 , 727 A.2d 358 . The determination of ambiguity is also an issue of law subject to de novo review. See Calomiris, 353 Md. at 434 , 727 A.2d 358 . ²⁶⁶ “When the words in a deed ‘ “are susceptible of more than one construction,” ’ the deed is ‘ “construed against the grantor and in favor of the grantee----” ’ ” Gregg Neck, 137 Md.App. at 760 , 769 A.2d 982 (quoting Morrison v. Brashear, 38 Md.App. 693, 698 , 382 A.2d 353 (1978) (citation omitted)).

IV RIPARIAN RIGHTS Although the issue of riparian rights is raised on cross-appeal, we address it first, because, to some extent, appellants’ arguments regarding the expansion rights are dependent on the court’s ruling that Conrad/Dommel obtained the riparian rights as a result of the foreclosure deed. West argues that the riparian rights had been severed by virtue of the May 20, 1993, deed from UDI to TLC and that they were never rejoined with the land from which they were severed. It also contends that, even if they had not been severed or were rejoined, TLC demonstrated an intention to reserve the riparian rights from the Columbia deed of trust. This, West maintains, rebuts the presumption that the riparian rights were included in that deed of trust.

Conrad/Dommel 12 argues that the trial court’s decision was correct in that the language of the Columbia deed of trust was unambiguous. It also points out that well-established principles of law, namely the requirement that a grantor expressly reserve rights it does not wish to convey, are controlling in this case. The circuit court made the following ruling with respect to the riparian rights: Starting in reverse order, the document [that is the] subject of this controversy, the primary document, is the foreclosure deed from the trustees of Columbia to [Con ²⁶⁷ rad/Dommel] in this case dated September 11, 1998. And, of course, the primary concern, the primary conflict is what exactly did this deed transfer to [Conrad/Dommel].

Specifically, was the transferred document sufficient to transfer the riparian rights in question here. The transfer, of course, was in fee simple and the transfer clause and this deed included the word “water.” Whereas, the previous deed of trust I believe the date was September 29th of 1994, the deed of trust from Tomes to Columbia, specifically as I recall included the word “water.” By September the 29th of 1994 the transfer[or] or grantor, Tomes, 13 had acquired all of the parcels in question with the exception of Lot No. 10 which had been transferred from UDI to DMS. We go back to the transfer prior to that which is referred to in both memoranda as the first deed dated May 20th of 1993, the transfer being from UDI to Tomes, and that particular deed in the paragraph following the “Together with” paragraph specifically recites, “and, furthermore, together with all riparian rights and privileges belonging to or obtaining to the real property shown on the plat known as then Lots 1 through 10, including Lots 6, 8, Parcel A(l) and Parcels A, B, C and D,” that particular deed is totally clear and unambiguous and there is absolutely no question in my mind that there was any type of reservation in the grantor at all reserving the riparian rights in question. Thereafter, when Tomes entered into the deed of trust in Columbia, Columbia in my opinion was the recipient of everything that Tomes had owned and, thus, was the recipient of the riparian rights.

I do not find in any manner whatsoever that these riparian rights were ever severed, so the issue of severance and merger thereafter is really not an issue before me today. And the clear and unambiguous language of the deed of trust to Columbia, the language in that deed is cleai- and unambiguous as far as I’m concerned as well ²⁶⁸ and did, in fact, include the riparian rights in question here today. And, again, there was no exclusion or reservation in Tomes or any third party. Among other things as noted by [Conrad/Dommel] in the memoranda on page 12, paragraph three, and I adopt this as part of my opinion, the language of the Columbia Bank deed of trust encumbers the riparian rights because of, A, the Maryland code which provides, “A deed passes to the grantee the whole interest and estate of the grantor and the land mentioned in the deed unless in limitation or reservation shows by implication or otherwise a different intent.” Intent, as I indicated previously, is not a matter of consideration here because, again, the language in the documents to which I’m referring to in my opinion is clear and unambiguous and I make that as a finding of fact as well as law.

A. Riparian Rights in General “Generally, a riparian landowner is ‘defined as one who owns land bordering upon, bounded by, fronting upon, abutting or adjacent and contiguous to and in contact with a body of water, such as a river, bay, or running stream.’ ” Kirby v. Hook, 347 Md. 380, 389 , 701 A.2d 397 (1997) (quoting People’s Counsel for Baltimore County v. Maryland Marine Mfg. Co., 316 Md. 491 , 493 n. 1, 560 A.2d 32 , 33 n. 1 (1989)). The riparian land in this case consists of Parcels A-1, A, B, C, and D, and part of Lot 10. The term “riparian rights” indicates a bundle of rights that turn on the physical relationship of a body of water to the land abutting it.

These rights are significantly different from each other in many respects, and yet they share a common name just as riparian landowners attempt to share the common benefits that arise from adjacency to defined bodies of water. This bundle includes at least the following rights: (i) of access to the water; (ii) to build a wharf or pier into the water; (iii) to use the water without transforming it; ²⁶⁹ (iv) to consume the water; (v) to accretions (alluvium); and (vi) to own the subsoil of nonnavigable streams and other “private” waters. 1 Waters and Water Rights, § 6.01(a) at 6-3, 6-4 (Robert E. Beck, ed., 1991, 2001 Repl.Vol.) (footnote omitted) (“Waters”). See also Maryland Marine, 316 Md. at 500-02 , 560 A.2d 32 . Maryland Code (1982, 1996 Repl.Vol., 2000 Repl.Vol.), § 16-201(a) of the Environment Article (“EA”) states: A person who is the owner of land bounding on navigable water is entitled to any natural accretion to the person’s land, to reclaim fast land lost by erosion or avulsion during the person’s ownership of the land to the extent of provable existing boundaries.

The person may make improvements into the water in front of the land to preserve that person’s access to the navigable water or protect the shore of that person against erosion. A “riparian owner may not be deprived of any right, privilege or enjoyment of riparian ownership that the riparian owner' had.” E.A. § 16-103(a). B. Severability West argues that riparian rights were severed from the fast land by virtue of the May 20, 1993 deed, which specifically conveyed the riparian rights of Lots 1-10 and Parcels A D, although it did not convey the fast land. Conrad/Dommel maintains that no severance occurred, 14 but that, in the event it had, the rights were reunified with the fast land at the time the Columbia deed of trust was executed. ²⁷⁰ “Although a conveyance of land bordering on navigable water presumptively carries with it the grantor’s riparian rights, ... this presumption may be rebutted.” Williams v. Skyline Development Corp., 265 Md. 130, 162 , 288 A.2d 333 (1972). “Courts presume a deed to riparian land carries riparian rights with the land unless the rights had been