Dumbarton Improvement Ass'n v. Druid Ridge Cemetery Co.

BELL, C.J. I. In August, 1999, Druid Ridge Cemetery Company, one of the respondents (“Druid Ridge”), entered into a contract to sell 36.21 acres (the “Development Parcel”) of the approximately 200 acres 1 that it owns and are a part of its cemetery ⁴³ operation in Baltimore County. The purpose for which the intended purchaser, Druid Ridge, LLP, the other respondent, entered into the contract was to construct fifty-six semidetached residences on portions of the land that are immediately adjacent to Park Heights Avenue. The proposed sale has been challenged by the petitioners, the Dumbarton Improvement and Long Meadow Neighborhood Associations, which represent residents from the other side of Park Heights Avenue, individual residents of these neighborhoods, and seven owners of burial lots in the Druid Ridge Cemetery. They brought an action in the Circuit Court for Baltimore County seeking, inter alia, a declaration that the residential development violated restrictive covenants contained in the deed conveying the cemetery property to Druid Ridge.

The present challenge, initiated on November 1, 2006, is premised on the restrictive covenant contained in the 1913 deed conveying the property to Druid Ridge. Arguing that the covenant burdened the land then and still does, the petitioners maintain that the proposed sale violates the covenant and should not be permitted to proceed. On May 9, 2008, the Circuit Court for Baltimore County determined that the language of the restrictive covenant was ambiguous and that, even if the language were unambiguous, there were radically changed circumstances in the area that rendered the restrictive covenant ineffective and unenforceable. On September 29, 2010, the Court of Special Appeals affirmed this judgment by the Circuit Court.

Dumbarton Improvement Ass’n v. Druid Ridge Cemetery Co., 195 Md.App. 53, 57 , 5 A.3d 1133, 1135 (2010). Because we conclude that the language of the restrictive covenant is unambiguous, and, further, that the nexus between the changed circumstances and the purpose of the covenant offered by the respondents is not sufficient to render the restrictive covenant unenforceable, we shall reverse. ⁴⁴ II. The Druid Ridge Cemetery of Baltimore County (the “Cemetery”) was incorporated on January 14, 1896. The Cemetery acquired, on the same day, 200 acres from Charles Tyler, the corporation’s largest shareholder, see Gregory, 119 Md. at 497-98, 87 A. at 528, to create a modern burial setting, unique for both its size and park-like appearance. 2 Because Maryland law, at that time, prohibited cemeteries from holding more than 100 acres, following the organization of the Cemetery, the Maryland General Assembly promulgated Acts of 1900, Chapter 537, which authorized the corporation to “take, hold and use” 200 acres “for the purpose of burial.” The Cemetery was also at the vanguard of a movement to make park-like cemeteries.

See For Burial Reform, New York Mail and Express, June 7,1898. The Cemetery fell into insolvency in 1910, just twelve years after it commenced operations in 1898, largely due to its unsustainable business model, and was placed into receivership. Gregory, 119 Md. at 499-500, 87 A. at 524. As of 1911, approximately 134 of the Cemetery’s 200 acres were not being used for burial plots or cemetery lawns.

Dumbarton Improvement Ass’n, 195 Md.App. at 59-60 , 5 A.3d at 1137 . On May 1, 1911, court-appointed receivers reported that the best way to protect the interest of creditors and to provide for the perpetual care of lots already sold was to sell all the property of the corporation, unencumbered by the accrued debt, to a purchaser willing to continue the Cemetery as an ongoing concern. Gregory, 119 Md. at 501, 87 A. at 525. In response, some creditors told the court that their interests would best be protected by permitting the property to be used to meet varied interests.

On March 21, 1912, the insolvency court adopted the recommendation of the receivers. It found: ⁴⁵ “ ... that the land of the corporations consisting of about 200 acres, more or less, and all personal property should by the Receivers be sold as and for a cemetery upon such terms as the Receivers in the[ir] discretion shall deem most advantageous, discharged and free from the operation and effect of the 10,000 land shares mentioned in the said Agreement of January 14, 1896 or any other lien or obligation of the said corporation, except that the purchaser will be required to set apart and invest out of the purchase price the sum of $40, 000 to provide for the perpetual care of the lots already sold and to covenant to set apart a sufficient sum from lots by the purchaser thereafter sold to invest for the permanent maintenance thereof.” Dumbarton Improvement Ass’n, 195 Md.App. at 60 , 5 A.3d at 1137 (emphasis included). In its decree, the court ordered: “That all the unsold land of the corporation ... be sold [by the receivers] ... and that the course and manner of their proceedings shall be as follows: ... They shall then make said sale of said unsold lots and improvements in which the use of lots for burial purposes has not been sold....

Said receivers shall offer all said unsold land described in the deed as a whole .... Said property shall be offered for sale by said receivers as a cemetery, to be maintained and operated as such, subject to the proviso that the purchaser or purchasers thereof shall covenant and agree, in the deed to be executed to such purchaser or purchasers of said property ... to hold and invest [$40,000] for the perpetual care thereof and of said cemetery grounds, and shall also in said deed covenant and agree to set apart, invest and hold, such portion of the proceeds of the sale of lots hereafter to be sold in said Cemetery as may be necessary to provide for the perpetual maintenance and care of said lots so hereafter to be sold. “[T]he said Receivers shall, by a good and sufficient deed, ... so as to contain[Jthe covenants aforesaid, convey [the Cemetery] to the purchaser or purchasers subject also [to] the obligations of the purchaser or purchasers of said ⁴⁶ property to provide for the perpetual care of lots and of said cemetery grounds as hereinbefore set forth.” The receivers reported that the court’s condition requiring the land to be used as a cemetery was not being favorably received by potential buyers. Dumbarton Improvement Ass’n, 195 Md.App. at 60 , 5 A.3d at 1137 . As a result, the insolvency court amended its order by striking the condition that the property be operated as a cemetery, thus “reserving for [its] future determination the question how much, if any, of said property shall be required to be maintained as a cemetery.” Id. at 61 , 5 A.3d at 1137 .

On August 8, 1912, the receivers accepted an offer to purchase the property of the Cemetery for $205,000, subject to the exact conditions that had been set forth in the insolvency court’s initial order and decree. Gregory, 119 Md. at 502, 87 A. at 525. On March 17, 1913, a deed that transferred 200 acres from the receivers to the Druid Ridge Cemetery Company was executed. The deed provided, in relevant part: “[Sellers], do hereby grant and convey unto [buyers], its successors and assigns, subject to the terms, conditions, and covenants hereinafter set out, all that tract or parcel of land ... described as follows: “Beginning for the same at a stone heretofore planted at the end of a South 40 degrees west 48 1/8 perch line of the land conveyed by Samuel Owings and Cornelius Howard to George Reinicker on August 11,1813.... “Being the same land which by Deed dated January 14, 1896 ... was granted and conveyed by Charles Tyler and wife to said Druid Ridge Cemetery of Baltimore County. “To have and to hold said tract or parcel of land and premises above described and mentioned together with the rights, privileges, appurtenances and advantages thereto belonging or appertaining.... “Subject, however, to the following covenants and conditions which the said Druid Ridge Cemetery Company for itself, ⁴⁷ its successors and assigns, does hereby covenant and agree to perform: “1.

That the said property be maintained and operated as a cemetery. “2. That the said Druid Ridge Cemetery Company, its successors and assigns, shall invest and hold subject to the orders of this Circuit Court, the sum of $40,000 of the purchase money as a fund with the income of which to meet and comply with any and all obligations heretofore assumed by said Druid Ridge Cemetery or said receivers, with the purchasers of lots sold therein, for the perpetual care thereof, and of said Cemetery grounds. “3. That the said Druid Ridge Cemetery Company, its successors and assigns, does hereby covenant and agree to invest and hold such portion of the proceeds of lots hereafter sold in said Cemetery as may be necessary to provide for like perpetual maintenance and care of lots in said Cemetery hereafter to be sold.” (emphasis added). Since the execution of the 1913 Deed, the real property of the Druid Ridge Cemetery has remained largely unchanged.

Between 1921 and 1989, six smaller-than-one-acre parcels of the Cemetery were sold to nearby residents, businesses, and utility companies. The construction of Interstate 695 led to a shifting of property boundaries unrelated to the parcel under dispute in the present case. In 1995, Druid Ridge Cemetery sought and received a special exemption that would permit it to use the Development Parcel for burials. The petitioners argue that the first restrictive covenant in the 1913 Deed is clear and unambiguous because the language, “said property,” unequivocally refers to the property being transferred by the deed.

They note that the Circuit Court decision did not identify or describe any ambiguity in the language when it determined that the restrictive covenant was ambiguous as to the extent of the covenant’s intended enforceability. The petitioners also highlight the language of the ⁴⁸ other restrictive covenants contained in the deed to argue that the “said property,” burdened by the first restrictive covenant, encompasses more than the respondents propose, the area on which burial lots had been sold and used and lawns developed, in either 1913 or today. The petitioners maintain that it would be nonsensical to restrict the covenants in the 1913 Deed to the property that was improved with grave sites (and lawns) in 1913 because that would imply a lack of intention to protect future grave-sites, something that the deed’s reference to, and provision for, at the court’s insistence, the perpetual care of present and future grave-sites belie. The petitioners further contend that the extrinsic evidence, were it appropriate, would support their reading of the covenant because its 200-acre scope was constantly reaffirmed throughout the insolvency proceedings.

The petitioners contend that the conveyance of small tracts of land from the original property after 1913, the potential negligible impact of residential development on areas improved with burial plots, and the general availability of burial plots in other portions of the Cemetery are all irrelevant to determining the intent of the restrictive covenant. Likewise, the petitioners argue, differences in the relative value of the property under different uses fail to illuminate the intent of the covenant. Although there have been changes since 1913, the petitioners argue that the changes are irrelevant because they were consistent with transitions already underway when the property was conveyed by deed, and further, that there was no sufficient connection between the changes and the continued viability of the covenant. The petitioners further argue that whether the Development Parcel will ever be used for grave-sites is an inappropriate consideration, because such a consideration grants the covenantor “the power to unilaterally defeat a covenant to which he or she has agreed to be bound.” City of Bowie v. MIE Properties, Inc., 398 Md. 657, 687 , 922 A.2d 509, 527 (2007).

The respondents urge that the lack of reverter language and the mention of express beneficiaries in the deed support their position that the use of the property is not restricted. ⁴⁹ They argue that their absence suggests that the contested language in the deed functioned more as an expression of confidence than as a restrictive covenant. Even if it constituted a restrictive covenant, the respondents argue that the intent of the parties was ambiguous because a reasonable person could infer more than one possible understanding of the nature and extent of the restriction from the express language of the covenant. First, they concede that the covenant’s language leaves little doubt that cemetery operations must occur on “said property,” but, the respondents claim, it does not dictate how much of “said property” must be reserved for cemetery purposes or for how long. Then, the respondents contend that the petitioners must insert the adjective, “entire,” to the reference to “said property” in the covenant to render the covenant’s meaning unambiguous.

The respondents assert that the use of 40 acres as farmland when the covenant was included in the deed, subsequent sales of Cemetery property for non-cemetery use (including the sale, only eight years after the restrictive covenant was imposed, of 0.8 acres to a party to the insolvency proceedings), and non-cemetery uses of the Development Parcel after the 1913 deed burdening the property with the covenant 3 demonstrate that there was no intent to burden the entire property, only that then being used as a cemetery. They submit that this is borne out by the extrinsic evidence. That evidence establishes, the respondents argue, that the intention of the parties to the 1913 deed was to burden the deeded land only insofar as was necessary to guarantee the Cemetery as an ongoing concern, provide for the perpetual care of the graves and lawns, and resolve the insolvency proceedings in an orderly manner. 4 ⁵⁰ The respondents argue, alternatively, that, even if the 1913 Deed contained an unambiguous restrictive covenant, circumstances have radically changed since the covenant was imposed on the property and those changed circumstances have rendered the restrictive covenant ineffective. The respondents highlight the growing population of Pikesville and of Baltimore County, the increasing commercial density, and rising land values for residential use, as compared to cemetery use, in nearby Pikesville and throughout Baltimore County.

The respondents also presented expert testimony that demonstrated how changes in the death-care industry have increased the number of bodies able to be buried per acre and decreased the demand for burial lots; they argue that these changes make it highly unlikely that the Development Parcel will be needed for burials within the next century. The respondents finally note the significant changes in land-use regulation, especially wetland regulation, that it maintains will make it far more difficult to use the Development Parcel as a cemetery today than it would have been in 1913. Following adverse decisions by the Circuit Court for Baltimore County and the Court of Special Appeals, the petitioners filed in this Court a petition for issuance of the writ of certiorari, presenting six questions for review. 5 We granted ⁵¹ the petition, Dumbarton Improvement Ass’n, Inc. v. Druid Ridge Cemetery Co., 417 Md. 500 , 10 A.3d 1180 (2011), but believe that the case can best be resolved by answering just two questions: 1. Is the first restrictive covenant created by the 1913 Deed ambiguous? 2.

Have radically changed circumstances made enforcement of the first restrictive covenant ineffective for achieving the purpose of said covenant?

III

Our jurisprudence on contract interpretation is well settled and oft-stated. As is the case with statutory interpretation, “[t]he cardinal rule of contract interpretation is to give effect to the parties’ intentions.” Tomran, Inc. v. Passano, 391 Md. 1, 14 , 891 A.2d 336, 344 (2006) (citing Owens-Illinois, Inc. v. Cook, 386 Md. 468, 497 , 872 A.2d 969, 985 (2005)). Courts in Maryland apply the law of objective contract interpretation, which provides that “[t]he written language embodying the terms of an agreement will govern the rights and liabilities of the parties, irrespective of the intent of the parties at the time they entered into the contract, unless the written language is not susceptible of a clear and definite understanding.” Slice v. Carozza Properties, Inc., 215 Md. 357, 368 , 137 A.2d 687, 693 (1958). See also Sy-Lene of Washington, Inc. v. Starwood Urban Retail II, LLC, 376 Md. 157, 166-67 , 829 A.2d 540, 546 (2003); Long v. State, 371 Md. 72, 84 , 807 A.2d 1, 8 (2002).

As such, “[a] contract’s unambig ⁵² uous language will not give way to what the parties thought the contract meant or intended it to mean at the time of execution.” Sy-Lene of Washington, 376 Md. at 167 , 829 A.2d at 546 . Instead, “[i]f a written contract is susceptible of a clear, unambiguous and definite understanding ... its construction is for the court to determine.” Wells v. Chevy Chase Bank, F.S.B., 363 Md. 232, 251 , 768 A.2d 620, 630 (2001) (quoting Rothman v. Silver, 245 Md. 292, 296 , 226 A.2d 308, 310 (1967)). Our task, therefore, when interpreting a contract, is not to discern the actual mindset of the parties at the time of the agreement, but rather, to “determine from the language of the agreement itself what a reasonable person in the position of the parties would have meant at the time it was effectuated.” General Motors Acceptance v. Daniels, 303 Md. 254, 261 , 492 A.2d 1306, 1310 (1985). Additionally, the principles of contract interpretation require that “in ascertaining the true meaning of a contract ... [,] the contract must be construed in its entirety and, if reasonably possible, effect must be given to each clause so that a court will not find an interpretation which casts out or disregards a meaningful part of the language of the writing unless no other course can be sensibly and reasonably followed.” Sagner v. Glenangus Farms, Inc., 234 Md. 156, 167 , 198 A.2d 277, 283 (1964).

See also Tomran, Inc., 391 Md. at 13-14 , 891 A.2d at 344 ; Bausch & Lomb, Inc. v. Utica Mut. Ins. Co., 330 Md. 758, 782 , 625 A.2d 1021, 1033 (1993). Likewise, covenants, a species of contracts, are to be enforced according to the objective intent of the original parties.

See Live Stock Co. v. Rendering Co., 179 Md. 117, 122 , 17 A.2d 130, 133 (1941) (“It is a cardinal principle ... that the court should be governed by the intention of the parties as it appears or is implied from the instrument itself.”); MIE Properties, Inc., 398 Md. at 682 n. 13, 922 A.2d at 524 n. 13 (“Restrictive covenants ... are a species of contract. Thus, they are interpreted in a like manner as other types of contracts.”); see also Anne Arundel Cnty. v. Crofton Corp., 286 Md. 666, 673 , 410 A.2d 228, 232 (1980) (“[A] court, in construing agreement, must first determine from the language ⁵³ of the agreement itself, what a reasonable person in the position of the parties would have meant at the time the agreement was effectuated.”). The language of the restrictive covenant is the first source to which we must look in an effort to uncover the intent of the covenanting parties; if the language of the covenant is unambiguous, it is the only source to which we look, except to confirm the plain meaning of the covenant. Shillman v. Hobstetter, 249 Md. 678, 688 , 241 A.2d 570, 576 (1968) (“In determining the intention of the parties, the language of the instrument is the primary source for that determination.”); see also Long Green Valley Ass’n v. Bellevale Farms, Inc., 205 Md.App. 636, 654 , 46 A.3d 473, 484 (2012) (quoting Volcjak v. Washington County Hosp.

Ass’n, 124 Md.App. 481, 509 , 723 A.2d 463, 477 (1999)) (“The primary source for determining whether the parties intended a third party to have standing to enforce the contractual provisions is the language of the contract itself.”). Indeed, we have stated that “[w]here the language of the instrument containing a restrictive covenant is unambiguous, a court should simply give effect to that language ‘unless prevented from doing so by public policy or some established principle of law.’ ” SDC 214, LLC, v. London Towne Prop. Owners Ass’n, 395 Md. 424, 434 , 910 A.2d 1064, 1069 (2006) (quoting Miller v. Bay City Prop. Owners Ass’n, 393 Md. 620, 636 , 903 A.2d 938, 948 (2006)); accord Belleview Constr.

Co. v. Rugby Hall Cmty. Ass’n, 321 Md. 152, 158 , 582 A.2d 493, 496 (1990). As with contracts generally, a covenant is ambiguous if its language is susceptible to multiple interpretations by a reasonable person. See Calomiris v. Woods, 353 Md. 425, 435-36 , 727 A.2d 358, 363 (1999) (citing Heat & Power Corp. v. Air Prods. & Chems., Inc., 320 Md. 584, 596 , 578 A.2d 1202, 1208 (1990); Truck Ins.

Exch. v. Marks Rentals, 288 Md. 428, 433 , 418 A.2d 1187, 1190 (1980)). “An ambiguity does not exist simply because a strained or conjectural construction can be given to a word.” Belleview, 321 Md. at 159 , 582 A.2d at 496 . The first step is to “[d]etermine from the language of the ⁵⁴ agreement itself what a reasonable person in the position of the parties would have meant at the time it was effectuated,” and if “the language of the contract is plain and unambiguous there is no room for construction” Calomiris, 358 Md. at 436, 727 A.2d at 363 . “Extrinsic evidence is only utilized when the intent of the parties and the purpose of a restrictive covenant cannot be divined from the actual language of the covenant in question, necessitating a reasonable interpretation of the language in light of the circumstances surrounding its adoption.” MIE, 398 Md. at 681 , 922 A.2d at 523 -24 (citing SDC 214, LLC, 395 Md. at 434-36 , 910 A.2d at 1070-71 (refusing to employ the rule of reasonable construction 6 when the restrictive covenant was clear and unambiguous and applying the plain language of the covenant); Miller, 393 Md. at 634-35, 637 , 903 A.2d at 946-48 (outlining the evolution of the reasonable construction rule and foregoing its application in construing a covenant because the “words used [were] clear and unambiguous”)). The respondents primarily rely upon the Circuit Court’s decision, affirmed by the Court of Special Appeals, to argue “[t]hat the said property be maintained and operated as a cemetery” is ambiguous. After determining that language in ⁵⁵ the 1913 Deed constituted a restrictive covenant, the Circuit Court addressed the question of ambiguity, stating: “The next step in the analysis is to determine whether the covenant is unambiguous.

If it is, it must be enforced in accordance with its terms, thereby restricting the use of the Development Parcel for any purpose other than a cemetery. If it is ambiguous, then the intent of the parties must be determined. “Having reviewed the language in the 1913 Deed, I find it to be ambiguous. It is unclear the extent to which the ‘said property’ is to be maintained and operated as a cemetery. Clearly at the time it was sold, large portions of the nearly 200 acre parcel were not used as a cemetery, and nearly 100 years later, that remains true.

While it is clear that use of at least some portion as a cemetery was contemplated, the extent and nature of that use, as required by the Deed, is ambiguous.” The interpretation of a covenant involves both the discovery of facts and the application of legal rules. Although this Court will only overturn a trial court’s findings of fact when the findings are clearly erroneous, Maryland Rule 8-131(c), 7 whether a covenant’s language is ambiguous is an issue of law, which this Court reviews de novo. See United Servs. Auto.

Ass’n v. Riley, 393 Md. 55, 79 , 899 A.2d 819, 833 (2006); MIE, 398 Md. at 682 , 922 A.2d at 524 ; Sy-Lene of Washington, 376 Md. at 163 , 829 A.2d at 544 ; see also Chestnut Real Estate Partnership v. Huber, 148 Md.App. 190, 201 , 811 A.2d 389, 396 (2002). Additionally, this Court recently noted in MIE, “the interpretation of a restrictive covenant, including a determination of its continuing vitality, is subject to de novo review as a legal question.” 398 Md. at 677 , 922 ⁵⁶ A.2d at 521 (citing Huber, 148 Md.App. at 201 , 811 A.2d at 395-96 (2002)). The Circuit Court wrote that enforcing the restrictive covenant in the 1913 Deed “in accordance with its terms” required “restricting the use of the Development Parcel for any purpose other than a cemetery”; as a matter of law, its analysis of the covenant’s ambiguity should have ended there. If the terms of a covenant require a particular outcome, then it is impossible to meet the legal threshold for ambiguity, which requires that the language of a covenant be susceptible to multiple interpretations by a reasonable person.

See Calomiris, 353 Md. at 435-36 , 727 A.2d at 363 . The Circuit Court did not stop there, however. Instead, it proceeded to conclude that the covenant in the 1913 Deed was ambiguous, but without highlighting a particular word or any of its language that could be construed differently by a reasonable person. In fact, the Circuit Court, having opined that the extent of the restriction was unclear, relied on extrinsic evidence to infer the subjective intent of the parties, wholly independent of the language.

This analysis is fundamentally flawed for two reasons. First, as we made clear in MIE, an ambiguity in the actual language used by the parties should be identified before consulting and introducing extrinsic evidence. See 398 Md. at 681 , 922 A.2d at 523-24 . Second, once an ambiguity in the language has been identified, extrinsic evidence should be used only to resolve that ambiguity.

See Calomiris, 353 Md. at 447 , 727 A.2d at 369 (“even if the language were ambiguous, parol evidence would be admissible only to resolve the ambiguities and not to contradict unambiguous terms”); see also Belleview, 321 Md. at 158 , 582 A.2d at 495 (using extrinsic evidence to clarify the meaning of the word “lots” as found in the covenant). The Court of Special Appeals affirmed the Circuit Court’s decision because a “reasonable reading of the covenant would have been that the requirement to use the property to maintain and operate a cemetery did not extend to every square foot of the nearly 200 acres.” Dumbarton Improvement ⁵⁷ Ass’n, 195 Md.App. at 70-71 , 5 A.3d at 1143 (2010). The intermediate appellate court noted that the covenant did not expressly require that all of the property be “solely or exclusively” used for a cemetery and that there was no time limit on the covenant. Id.

The Court of Special Appeals also, as we have noted, emphasized the lack of reverter language in the covenant, the covenant’s lack of clarity as to duration, and the failure of the covenant to address who may enforce the covenant in the event of violations of the covenants. Id. Like the Circuit Court, the Court of Special Appeals failed to identify any ambiguous language, in particular, in the covenant as written. As a preliminary matter, a covenant need not address every conceivable issue or potential outcome to avoid being ambiguous; it need only provide a clear answer for the matter in dispute.

The question before us does not concern the consequences of violating the covenant, so the potential ambiguity of the covenant due to a lack of reverter language is of no consequence. See, e.g., Calomiris, 353 Md. at 441 , 727 A.2d at 365-66 (holding that there must be a nexus between “the alleged ambiguities” and “the contract language necessary to resolve [the] dispute”). Nor does the lack of a specific time frame render the language of a covenant ambiguous. Although the ongoing validity of the covenant, nearly a century following its creation, is an issue in this case, this Court has previously held that “where the duration of a restrictive covenant has not been expressly limited, it will be implied that some reasonable limitation adapted to the nature of the case was intended.” Norris v. Williams, 189 Md. 73, 77 , 54 A.2d 331, 333 (1947) (citing Whitmarsh v. Richmond, 179 Md. 523, 529 , 20 A.2d 161, 164 (1941); Gulf Oil Corp. v. Levy, 181 Md. 488, 494 , 30 A.2d 740, 743 (1943)).

Determining the reasonable time limit is very similar to the analysis of changed circumstances, see, e.g., Norris, 189 Md. at 77 , 54 A.2d at 333 , which we shall take up below. It is clear, however, that the lack of an express time frame does not make a covenant, as a whole, ambiguous. ⁵⁸ The Court of Special Appeals correctly