Equitable Trust Co. v. TOWSON MANOR ASS'N

Menchine, J., delivered the opinion of the Court. The Towson Manor Association, Inc. and the Wiltondale Improvement Association, Inc., incorporated community associations serving two residential communities adjoining ⁴²² the subject tract of land, and the individual owners 1 of certain residential properties within those communities (hereafter collectively called “Towson”) filed a bill for injunction seeking to restrain transfer of title to certain property unless alleged binding restrictions upon use of that land were incorporated in the deed. The bill of complaint was directed against Equitable Trust Company, Equitable Bancorporation and Maryland Title Guarantee Company (hereafter collectively called “Equitable”). The joint answer of the defendants denied that valid restrictions had been impressed upon the land.

The tract in question, long known as The Towson Nursery, consists of approximately five acres of land lying on the east side of York Road in Towson, Maryland, bounded on the south by Terrace Dale, on the north by Hillside Avenue and on the east by Cedar Avenue. A somewhat extended recitation of the zoning history of the tract is necessary to an understanding of the circumstances giving rise to the litigation between Towson and Equitable. In 1970 the subject tract was classified DR-16 (16 density unit per acre). In that classification, construction of an office building was permissible only by special exception.

A petition was filed seeking a special exception 2 for an elevator office building with a right to use a temporary, removable structure on the land pending its completion. Towson opposed the petition. The petition was denied by the Zoning Commissioner. Equitable appealed to the County Board of Appeals for Baltimore County.

That appeal having become moot by reason of the passage of a county wide comprehensive rezoning ordinance, it was, on motion, formally dismissed on August 24,1972. In early 1971 the Baltimore County Council was engaged in giving consideration to that comprehensive rezoning ⁴²³ ordinance. Equitable had requested the County Council to grant a BL (business local) classification. Under BL classification, use of the property for an elevator office building would have been permissible without special exception.

Towson opposed the request. The Planning Commission recommended continuance of the DR-16 classification. Webster C. Dove was a member of the Baltimore County Council for the district that included the subject land. 3 As the result of actions taken by Mr. Dove, the ultimate zoning classification to be assigned to the subject property had been left open, to be fixed on the date of the final passage vote of the Council, scheduled for March 24,1971. Such was the status of the subject property on March 10, 1971 when F. E. Chippendale, a Vice President of Equitable Trust Company, addressed a letter to the officers and members of Towson Manor Association proposing resolution of “the zoning problems associated with the parcel of land * * The letter offered to bind Equitable to numerous restrictions upon use of the property by deed. 4 Upon receipt of the Chippendale letter of March 10,1971, a general meeting of Towson Manor Association was called and held, with a resolution passed that the course suggested by Chippendale was acceptable if the proposal would be “strengthened” by clarifying language.

Thomas F. Mullen, a member of a committee of Towson Manor Association, thereafter notified Equitable of Towson Manor Association’s counter-proposal. Mullen carried the letter of March 10, 1971 back to Chippendale with the clarifying language noted on the original of that letter. This occurred on the morning of March 11, 1971. Chippendale at that time verbally agreed to incorporate the clarifying language in a ⁴²⁴ later letter (subsequently accomplished in the letter of March 17, 1971, infra).

With such verbal assurance, Mullen telephoned Councilman Dove, advising him that Towson Manor Association now supported Equitable's request for BL zoning. Chippendale for Equitable 5 then on March 17, 1971 addressed to the officers and members of the Towson Manor Association the following letter: “The purpose of this letter is to set forth the things that The Equitable Trust Company, including any wholly-owned subsidiary or any alternate designee-purchaser, of The Equitable Trust Company, is willing to do and covenant in deed accordingly, in order to resolve the zoning problems associated with the parcel of land containing approximately five (5) acres at the southeast corner of York Road and Hillside Avenue together with the proposed improvements to be placed thereon. “It is our understanding that because of various constraints contained in the proposed revisions to the zoning regulations, as they apply to the proposed zoning of the subject property, the most compatible zoning for the purposes involved seems to be Business Local (BL). However, the residents living in the neighborhood are gravely concerned by the fact that the zoning permits many retail and commercial uses which they feel are very objectionable in the interest of maintaining a desirable residential community. You have, therefore, asked us if we are willing to impose certain restrictions and requirements to be observed in the development of the land in the event the land is zoned BL, said restrictions and requirements to be recorded and run with the land for a twenty-year period after which they will be null and void.

It must be understood, of course, that ⁴²⁵ in the event the County, State or Federal Government should have requirements that would conflict with any of the following items, then the County, State or Federal requirements would take precedence. “We must also stipulate that The Equitable Trust Company is not prepared to start construction of the proposed office building immediately, and may delay doing so for some time in view of the tremendous amount of office space that will soon be available in the various buildings now under construction in the Towson area. However, in order to retain the existing State and Federal approvals to operate a branch bank at this location (and to comply with the banking regulations as to ownership of this property), The Equitable Trust Company must promptly erect a suitable building to house a branch bank and open same for business. It is our intent to install a demountable type building similar to that used by the Maryland National Bank on Painters Mill Road at Music Fair Road in Owings Mills. “The proposed deed restrictions are as follows (subject to the interim use set forth above): “(1) This parcel to be improved only with an office building together with parking facilities for the use of the occupants and visitors in the office building. Said building not to exceed eight floors plus a ground floor, or a total of nine floors in all.

Said building to be so situated and designed so as to provide for ingress and egress from and to Terrace Dale Road (as proposed to be widened) and from and to Hillside Avenue (as proposed to be widened) as illustrated on the ‘Plat to Accompany Petition for Special Exception With Yard & Height Variances and a Parking Permit in a Residential Zone, Vicinity York Road and Hillside Avenue,’ dated November 30, 1970, and prepared by Matz, Childs & Associates, and on the preliminary plans ⁴²⁶ entitled ‘Proposed Office Building 7800 York Road, Towson, Maryland, for Equitable Trust Company,’ prepared by Bonnett and Brandt, Architects and Engineers, dated 12/10/69 and 2/16/70, and further identified as Drawing No. P-1, P-2 and P-3. “(2) The building is to be occupied by business offices which shall be construed to include such activities as an insurance agency, stockbrokers’ offices, etc. All retail businesses (other than banking facilities and services conducive to the convenience of the tenants in the building, such as a cafeteria, duplicating and mimeographing, for the exclusive me of the tenants and their invitees) shall be excluded. Specifically, it is the express intent of this agreement to exclude all of the uses enumerated in Section 230 [6] of the present zoning regulations except those relating to parking and the uses mentioned above. “(3) Signs shall be limited to the following: “(a) One sign indicating the presence and location of the banking facility. To be on the west wall of the building, visible only from York Road. If illuminated, it is to be the non-flashing type. “(b) One sign indicating the name of the building.

In this connection it should be noted that it is quite possible the building may be named after the principal tenant as an inducement to become a tenant in the building. To be located on the west wall of the building, visible only from York Road. If illuminated, it is to be of the non-flashing type. “(c) One sign indicating the street address of the building, i.e., 7800 York Road. “(d) Service signs giving directions to the bank’s drive-in facilities and building delivery facilities. If lighted, to be non-flashing and to be ⁴²⁷ lighted only during those periods when bank and/or building delivery facilities are open for use. “(e) Entrance, exit and traffic direction signs as needed to direct and control the movement of motor vehicles into and out of the driveways and parking areas. “(4) Lighting: The parking area and driveways are to be properly lighted to promote the safety and convenience of tenants, employees and invitees of the building.

However, only low level shielded lights (not exceeding 12 feet in height) shall be used, and shall be shielded so as not to shine into neighboring houses. “(5) Screening: At the time the office building is built, (a) a six-foot high stockade type wooden fence shall be installed along the eastern boundary of the property where it abuts the residential properties facing on Cedar Avenue. Existing trees within three feet of this boundary line shall not be removed, (b) Dense hedging and trees shall be planted along the boundaries formed by Hillside and Cedar Avenues. “It is our further understanding that if you find the contents of this letter acceptable, you will promptly notify the appropriate County officials that you support our request for BL zoning, [provided this letter is] and the foregoing mil be complied with by The Equitable Trust Company accordingly” (Except for the deletion of the words shown in brackets and the addition of the words shown in italics, the Chippendale letters of March 10 and March 17 were identical.) 7 On March 22, 1971, J. C. Bradley, President of The Towson ⁴²⁸ Manor Association addressed a letter to the Baltimore County Council reading as follows: “Enclosed is a copy of a letter sent to The Towson Manor Association. The letter contains a list of restrictions and limitations to be imposed on the improvement of the lot located on the southeast corner of York Road and Hillside Avenue in Towson by the Equitable Trust Company. Further, it has been stated by Equitable Trust pending their purchase of the lot that they are willing to record these restrictions in a covenant to the deed for a period of twenty (20) years. “Under these conditions The Towson Manor Association is willing to support The Equitable Trust Company’s request for Business Local (BL) zoning for the said tract of land.” Bradley testified that he had hand delivered that letter to the wife of Councilman Webster Dove at their home, receiving her assurance that