The Howard Research & Development Corporation v. IMH Columbia, LLC

Summary

The Appellate Court of Maryland held that restrictive covenants unambiguously required HRD's consent for on-site parking but did not authorize HRD to reject a change in use that did not increase the need for parking in common areas. Because the Architectural Review Committee, rather than HRD, had authority to approve the residential-use change, HRD breached the covenants by rejecting IMH's proposal. The court also held that the jury's nearly $17 million damages award was not duplicative and was supported with reasonable certainty, and it affirmed the circuit court's judgment.

Holdings

1. Parking Covenant (c) unambiguously required HRD's consent for a change in use or the size of improvements only when the change created a need for additional common parking areas governed by Articles IV and V on HRD's property; it did not give HRD an independent veto over a use change merely because the change increased the need for parking that would be located on the owner's property.
2. The jury's verdicts that the residential-use and on-site-parking restrictions were obsolete and unenforceable were immaterial to the appeal because HRD's liability and IMH's ability to proceed with Phase 2 followed independently from the construction of Parking Covenant (c) and the unchallenged verdicts.
3. The jury's $16,995,678 damages award was not duplicative and was supported by evidence establishing the damages with reasonable certainty.

Questions Presented

1. Whether the circuit court correctly construed Parking Covenant (c) as requiring HRD's consent only when a change in use or the size of improvements would create a need for additional common parking areas on HRD's property.
2. Whether the circuit court's alleged instructional errors concerning obsolescence required judgment for HRD or a new trial.
3. Whether the jury's damages award was duplicative, excessive, or unsupported by sufficient evidence and reasonable certainty.

Disposition

affirmed