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IN THE COURT OF APPEALS OF MARYLAND

No. 94 September Term, 2005 _________________________________________

SDC 214, LLC

v.

LONDON TOWNE PROPERTY OWNERS ASSOCIATION, INC., et al. __________________________________________ Bell, C.J. Raker Wilner Cathell Battaglia Greene Eldridge, John C. (Retired, Specially Assigned), JJ. __________________________________________ Opinion by Eldridge, J. _________________________________________

Filed: November 9, 2006

This case concerns the interpretation of a restrictive covenant which states that a six-acre parcel of land in Anne Arundel County "shall be undeveloped, except for educational facilities in conjunction with the Anne Arundel County Board of Educ ation." The disputed issue is whether the quoted language means that the Board of Education was required to have been involved in the planning, design or construction of the educational facilities, or, on the other hand, whether the Board's involvement in the use of the educational facilities is sufficient to permit such facilities under the covenan t. I. The parcel of land which is the subject of this dispute is approxim ately six acres, located in the south east quadrant of the intersection of Maryland Route 2 and Maryland Route 214 in the Edgewater area of Anne Arundel Cou nty. The parcel had been part of a 1390-acre tract of land which a developer, Rose of Annap olis Limited Partnership, intended to develop "as a mixed-use community known as South River Colon y." In 1988, the developer Rose of Annap olis entered into a "Development Agreement and Declaration of Covenants, Conditions and Restrictions" with each of several commu nity associations representing "citizens who reside in the general vicinity of the Prope rty." The respondent London Towne Property Owners Associatio n, Inc., was one of these associations entering a Development Agreement and Declaration

-2of Covenants, Conditi ons and Restrictions with the developer. Under a heading

entitled "Dwelling Units and Land Use," the Agreement provided, inter alia , as follows (emphas is added):

"c. The portion of the Property consisting of approxim ately six (6) acres and being located in the southeast quadrant of the Maryland Route 214/Maryland Route 2 intersection shall be undeveloped, except for educational facilities in conjunction with the Anne Arundel County Board of Education ." 1

In June 2002, the subject six-acre parcel of land was sold to the petitioner SDC 214, LLC (hereafter referred to as SDC), for $306,000.00. Also in June 2002, SDC entered into a lease agreement with Sojourner-Douglas College, Inc., under which SDC was to constr uct and lease to the College an "Educational Center" on the six-acre parcel. The lease agreement provided that the land and building "shall be used for higher education and related activities" by the College, and that the College's "use of the Premises is subject to the covenan ts and special exception conditions to educational uses in conjunction with Anne Arundel County Board of Educ ation." The term of the lease was fifteen years, commencing thirty days after the educational facility was constructe d, with options to extend the term beyond the fifteen years. The lease

The Anne Arundel County Board of Education consists of seven members appointed by the Governor plus a student member, and the Board is the head of the Anne Arundel County Public School System. The Superintendent of Schools for Anne Arundel County is appointed by the Board, is the "executive officer, secretary, and treasurer of the county board," is responsible for "[t]he proper administration of the County School System," and must in writing approve all contracts made by the County School System. See Maryland Code (1978, 2006 Repl. Vol.),

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Maryland Law