Rafter J Ranch Homeowner's Association, a Wyoming Nonprofit Corporation v. Stage Stop, Inc., a Wyoming Profit Corporation
Citation558 P.3d 562, 2024 WY 114
Date Filed2024-11-07
DocketS-24-0050
Cited12 times
StatusPublished
Full Opinion (html_with_citations)
IN THE SUPREME COURT, STATE OF WYOMING
2024 WY 114
OCTOBER TERM, A.D. 2024
November 7, 2024
RAFTER J RANCH HOMEOWNER’S
ASSOCIATION, a Wyoming nonprofit
corporation,
Appellant
(Plaintiff),
S-24-0050
v.
STAGE STOP, INC., a Wyoming profit
corporation,
Appellee
(Defendant).
Appeal from the District Court of Teton County
The Honorable Melissa M. Owens, Judge
Representing Appellant:
Leah C. Schwartz, William P. Schwartz, Parsons Behle & Latimer, Jackson,
Wyoming. Argument by Ms. Schwartz.
Representing Appellee:
Brandon L. Jensen, Rachael L. Buzanowski, Budd-Falen Law Offices, LLC,
Cheyenne, Wyoming. Argument by Mr. Jensen.
Before FOX, C.J., BOOMGAARDEN, GRAY, FENN, and JAROSH, JJ.
NOTICE: This opinion is subject to formal revision before publication in Pacific Reporter Third.
Readers are requested to notify the Clerk of the Supreme Court, Supreme Court Building, Cheyenne,
Wyoming 82002, of typographical or other formal errors so correction may be made before final
publication in the permanent volume.
JAROSH, Justice.
[¶1] Stage Stop, Inc., purchased a lot and an existing 50,000 square foot building in the
Rafter J Ranch Subdivision (Rafter J Subdivision or Subdivision) in Teton County in 2021.
The Rafter J Subdivision Homeowner’s Association (HOA) subsequently sought a
declaratory judgment that Stage Stop’s proposed use of the building for workforce housing
apartments violated the Subdivision’s governing covenants, conditions, and restrictions.
The district court granted summary judgment to Stage Stop, and the HOA appealed. We
affirm.
ISSUE
[¶2] Did the district court err in determining Stage Stop’s proposed use of Lot 333 in the
Rafter J Subdivision is permitted by the governing covenants, conditions, and restrictions?
FACTS AND PROCEDURAL BACKGROUND
A. Rafter J Subdivision and Lot 333
[¶3] The Rafter J Subdivision is a mixed-use subdivision encompassing 447.83 acres
south of Jackson in unincorporated Teton County. The Teton County Board of County
Commissioners (County Commissioners) officially approved the Subdivision’s Plat, which
was recorded in Teton County as Plat #330 in 1978. Plat #330 maps the location of 335
separate lots as well as other features of the Subdivision. Per the notes on Plat #330 (Plat
Notes), the lots are mostly designated residential, with a few lots labeled for multiple
dwellings. There are also lots set aside for facilities providing services and amenities to
the Subdivision. For example, Lot 332 is designated as “Corral & Stables,” and Lot 335 is
identified as “R.V. Storage.” The lot at issue in this appeal, Lot 333, is designated in the
Plat Notes as “Ranch Headquarters & Local Commercial” and measures 5.37 acres. Only
one other lot is designated in the Plat Notes as “Local Commercial”—Lot 334.
[¶4] Rafter J Subdivision’s Declaration of Covenants, Conditions, and Restrictions
(CCRs) were filed and recorded by a partnership between developer Charles Lewton, Jerry
Wilson and Floyd King (Declarant), in 1978. The CCRs initially state:
NOW THEREFORE, declarant hereby declares that all
of the properties described shall be held, sold, and conveyed
subject to the following easements, restrictions, covenants, and
conditions, which are for the purpose of protecting the value
and desirability of, and which shall run with, the real property
and be binding on all parties having any right, title, or interest
in the described properties or any part thereof, their heirs,
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successors and assigns, and shall inure to the benefit of each
owner thereof.
The CCRs then define, specify, and restrict certain aspects of development and use on the
lots within the Subdivision. For example, the CCRs include an article defining relevant
terms (Article I), and articles related to property rights (Article II), maintenance
assessments (Article IV), and design standards (Article VI). The CCRs also establish the
HOA (Article III), set forth provisions related to future development (Article X), and
include provisions related to enforcement, duration, and amendment (Article XII).
Pursuant to Article III, the HOA has the authority to administer and enforce the CCRs.
[¶5] Because this appeal relates to the proposed use of Lot 333, two of the articles in the
CCRs are particularly significant—Article VII and Article IX. Article VII, titled “Land
Classifications. Use and Restrictive Covenants,” includes three sections. Section 1, titled
“LAND CLASSIFICATIONS,” states that all land within the Rafter J Subdivision “has
been classified into the following areas: (a) residential; (b) multiple dwelling; (c)
commercial; (d) common area; and e) miscellaneous area[] as more particularly shown on
Exhibit “C” attached hereto and made a part hereof by this reference.” The Plat and the
CCRs do not define any of those classifications except for “common area,” which is
defined in the CCRs. Exhibit C reads:
EXHIBIT “C”
LAND CLASSIFICATIONS
The lots within the Rafter J Ranch Subdivision have been classified in
accordance with Article VIII [sic], Section 1, in the following areas:
CLASSIFICATION LOT NUMBERS
(a) Residential 1 through 324
(b) Multiple Dwelling 325 through 329
(c) Commercial Area 333, 334, and such portions of
future developable property as
may be designated
(d) Common area As designated on Exhibit “A”
(e) Miscellaneous Areas
Church Area 330
Public Facility Area 331
Corral and Stables 332
R.V. Storage 335
Future Developable Property As designated on Exhibit “B”
(emphasis added).
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[¶6] Article VII, Section 2, titled “GENERAL RESTRICTIONS,” contains nine
subsections deemed “general restrictions [that] shall apply to all land, regardless of
classification[.]” These restrictions relate to general items including site plans, building
permits, exterior improvements, water and sewer hookups, and a speed limit. Article VII,
Section 3, titled “RESIDENTIAL AND MULTIPLE DWELLING AREA: USES:
RESTRICTIONS,” includes thirteen separate subsections of covenants, conditions, and
restrictions expressly related to the lots classified as “Residential” (Lots 1-324) and
“Multiple Dwelling” (Lots 325-329). According to Article VII, Section 3(a), “[e]ach
residential lot shall be used exclusively for residential purposes, and no more than one (1)
family, including its servants and transient guests, shall occupy such residence.” The
section goes on to state “[e]ach multiple dwelling lot shall be used exclusively for
residential, recreational, club and related purposes, and no more than one (1) family,
including its servants and transient guests, shall occupy each unit located within such
multiple dwelling lots.” Article VII, Section 3(a) expressly prohibits conducting
“commercial, retail or other business activities” on or from residential or multiple dwelling
lots, with limited exceptions, including for home-based activities (e.g., tutoring,
babysitting, catering) and owners leasing their lots.
[¶7] Article VII does not contain any separate sections related to lots classified as
“Commercial Area.” Instead, the CCRs include a separate Article IX, titled
“ADDITIONAL COVENANTS—COMMERCIAL.” In its entirety, Article IX states:
Section 1. USE OF COMMERCIAL AREA. Lots 333 and 334
are designated as commercial areas, and may be used for any
commercial purpose, subject to these covenants and such
restrictions as may be contained in deeds, leases, or other
instruments of conveyance.
[¶8] The CCRs also include Article VIII, titled, “ADDITIONAL COVENANTS-
MISCELLANEOUS AREAS AND FUTURE DEVELOPABLE PROPERTY.” Section 2
of Article VIII expressly limits the use of four particular lots as follows:
(a) Church area, lot 330, may be used for the
construction, maintenance, and use for church or religious
purposes, including the erection of such church buildings or
facilities as may be necessary or incidental thereto, including
recreational and educational uses associated with church
purposes.
(b) Public facility area, lot 331, may be used for public
facilities, including but not limited to, school or educational
purposes, fire or police protection facilities, public office
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buildings, and related facilities and incidental buildings and
improvements which may be necessary or desirable for a
public facility.
(c) Corral and stables, lot 332, shall be for the
construction, maintenance, and use of corrals, stables, barns,
and like buildings and facilities necessary for keeping,
maintaining, and care of livestock.
(d) R.V. storage, lot 335, shall be used for the
construction, maintenance, and use of a facility for the storing
of items not suitable for storage in the residential and multiple
family dwelling area[s] including the storage of boats,
recreational vehicles, trailers, campers, and other items. Such
buildings, fences, security containers, or the like may be
erected and maintained on said lot 335.
Article VIII also provides that if any of those miscellaneous areas are later conveyed to the
HOA, the HOA has the right to determine their usage, except that they “shall not be further
subdivided for residential or multiple family dwelling.”
B. Prior and Proposed Use of Lot 333
[¶9] Lot 333 currently includes a 50,000 square foot, two-story building. The County
Commissioners approved construction of the building in 1998. From 2004 to 2021, the
owner of Lot 333 operated the building as Legacy Lodge. Legacy Lodge was a for-profit
assisted living facility providing residential units to elderly persons and other patrons. The
owners of Legacy Lodge shuttered the business in 2021 during the COVID-19 pandemic.
Stage Stop, a for-profit entity, purchased Lot 333 and the building on April 30, 2021.
[¶10] The building on Lot 333 contains 57 residential units with kitchenettes, including
studio apartments, one-bedroom apartments, and two-bedroom apartments. It also includes
a commercial kitchen, common dining area, and parking lot with space for approximately
forty vehicles. After purchasing the property, Stage Stop announced its intent to convert
Legacy Lodge into apartments for workforce housing. Specifically, Stage Stop plans to
offer apartments for lease to area employers in “blocks,” with employers then leasing
individual units to their employees. It is undisputed that Stage Stop desires to lease the
apartments to members of the local workforce as a for-profit endeavor.
C. Related Litigation—Brazinski v. Bd. of Cnty. Comm’rs of Teton Cnty.
[¶11] This is the second time Lot 333 has been the subject of an appeal to this Court. After
purchasing Lot 333 and the accompanying building, Stage Stop petitioned the County
4
Commissioners for an amendment to the Rafter J Subdivision Planned Unit Development
(PUD) and a conditional use permit (CUP) to convert the assisted living facility to
workforce apartments. Although several Rafter J Subdivision residents objected on various
grounds, the County Commissioners approved the requested amendment to the PUD and
then approved a CUP, subject to several conditions.1 The objecting residents then
petitioned the Teton County District Court to review the County Commissioners’ approval
of amendments to the PUD and, after Stage Stop intervened, the district court affirmed the
approval. In Brazinski v. Bd. of Cnty. Comm’rs of Teton Cnty., 2024 WY 40,546 P.3d 545
(Wyo. 2024), we affirmed the County Commissioners’ decision amending the PUD to
allow Stage Stop to use Lot 333 for workforce apartments.
[¶12] However, as we indicated in Brazinski, the County Commissioners’ decision only
related to zoning. The County Commissioners’ approval of the PUD amendment did not
change the contractual rights and duties between landowners, including those associated
with the CCRs as they relate to Lot 333. Brazinski, ¶ 29, 546 P.3d at 553. We observed
in Brazinski, “[t]he objectors inform us in their opening brief that ‘[a]fter Stage Stop failed
to give assurances that it would properly seek to amend the Covenants, the [Rafter J
Homeowners Association] filed a separate action against Stage Stop for anticipatory breach
of the Covenants, which is currently pending in the district court.’” Id., ¶ 29 n.4, 546 P.3d
at 553 n.4.
D. Current Litigation
[¶13] The current appeal arises from the separate action described in Brazinski.
Specifically, in its Complaint for Declaratory Judgment, Injunction, and Damages
(Complaint), the HOA claimed Stage Stop’s planned use of Lot 333 for workforce
apartments violates the CCRs because it is not a proper commercial area use per Lot 333’s
designation in the CCRs. The HOA asserted in the Complaint that, as a result, Stage Stop
could only accomplish its proposed use through an amendment to the CCRs. The HOA
sought a declaration of the appropriate use of Lot 333 under the CCRs and brought
affirmative claims for anticipatory breach of contract, nuisance, and injunctive relief.
Regarding the latter, the HOA asserted that without an injunction preventing Stage Stop’s
proposed use, operation of the building as workforce housing would be “a drastic and
harmful deviation from the status quo with respect to the present and historic use of Lot
333.”
[¶14] Stage Stop responded to the HOA’s Complaint with an Answer and Counterclaim.
In its Counterclaim, Stage Stop sought declaratory judgment that its proposed use of Lot
333 did not violate the CCRs because it was a permitted “commercial use” under the CCRs.
1
Conditions included, for example, a requirement that Stage Stop enlarge the parking lot and specific
occupancy limitations such as requiring occupants be members of the Teton County workforce, with at least
fifty percent of the units occupied by employees of critical service providers, local schools, licensed medical
providers, or certain other care providers.
5
According to the Counterclaim, “commercial” has a broad range of meanings that would
encompass an apartment complex like the one contemplated by Stage Stop. Stage Stop
also sought a declaration that it is not required to amend the CCRs to accommodate its
proposed use.
[¶15] The HOA and Stage Stop filed competing motions for summary judgment. Relevant
to this appeal, the HOA asserted the clear and unambiguous meaning of the word
“commercial” in both the CCRs and the Plat prohibited Stage Stop’s proposed use of Lot
333 for workforce apartments because the apartments would be “residential” or “multiple
dwelling” uses, which applied to other specifically designated areas in the Subdivision. On
the other hand, Stage Stop argued the clear and unambiguous meaning of the word
“commercial” and the phrase “any commercial purpose” permitted its proposed use. The
district court granted summary judgment in favor of Stage Stop. The court found that
renting out apartments as a for-profit enterprise is a “commercial purpose” allowed on Lot
333. It also found the phrase “any commercial purpose” in the relevant covenant broadly
allows the use of Lot 333 for commercial purposes without detailed restrictions, compared
with the many restrictions on lots designated as “residential” and “multiple dwelling.” The
district court explained if the Subdivision wanted to exclude certain types of uses on Lot
333, the CCRs could have expressly restricted uses in the same manner as they did in
Article VIII for miscellaneous areas. Because it granted summary judgment in favor of
Stage Stop, the district court also dismissed the HOA’s affirmative claims for anticipatory
breach, nuisance, and injunctive relief.
[¶16] This appeal followed.
STANDARD OF REVIEW
[¶17] The interpretation of unambiguous covenants is a proper subject for a motion for
summary judgment. Omohundro v. Sullivan, 2009 WY 38, ¶ 8,202 P.3d 1077, 1081
(Wyo. 2009). However, “if covenants are ambiguous, their interpretation generally raises genuine issues of material fact and summary judgment is precluded.”Id.
(citations omitted). As a
result, we invoke our usual standard of review:
Summary judgment can be sustained only when no genuine
issues of material fact are present and the moving party is
entitled to judgment as a matter of law. W.R.C.P. 56(c); Felix
Felicis, LLC v. Riva Ridge Owners Ass’n, 2016 WY 67, ¶ 29,
375 P.3d 769, 778 (Wyo. 2016). We review a grant of summary
judgment deciding a question of law de novo. Id. We accord
no deference to the district court on issues of law and may
affirm the summary judgment on any legal grounds appearing
in the record. Sky Harbor Air Serv., Inc. v. Cheyenne Reg’l
6
Airport Bd., 2016 WY 17, ¶ 40,368 P.3d 264, 272
(Wyo.
2016).
Gumpel v. Copperleaf Homeowners Ass’n, Inc., 2017 WY 46, ¶ 24,393 P.3d 1279, 1289
(Wyo. 2017) (quoting Cheyenne Newspapers, Inc. v. City of Cheyenne,2016 WY 125, ¶ 10
,386 P.3d 329, 333
(Wyo. 2016)). [¶18] In addition, [“t]he interpretation of covenants imposing restrictions or conditions on the use of land is a question of law we review de novo.” Id., ¶ 25,393 P.3d at 1289
(citing Wimer v. Cook,2016 WY 29, ¶ 21
,369 P.3d 210, 218
(Wyo. 2016)).
DISCUSSION
[¶19] The HOA does not appeal the district court’s summary judgment order on its
affirmative claims of anticipatory breach, nuisance, and injunctive relief. Rather, its appeal
is limited to the district court’s declaratory judgment that Stage Stop’s proposed use of Lot
333 is permitted by the CCRs. As it did below, the HOA asserts Stage Stop’s proposed
use of the lot for workforce apartments violates clear and unambiguous language in the
CCRs and Plat and is not a “commercial” use as contemplated therein. The HOA also
argues Stage Stop should be judicially estopped from asserting its proposed use complies
with the CCRs because in the proceedings underlying our decision in Brazinski, Stage Stop
said it would seek to amend the CCRs to permit the proposed use.
A. The CCRs are clear and unambiguous and permit the use proposed by
Stage Stop.
[¶20] Restrictive covenants “‘are contractual in nature and we therefore interpret them as
we would a contract.’” Winney v. Hoback Ranches Prop. Owners Improvement & Serv.
Dist., 2021 WY 128, ¶ 46,499 P.3d 254
, 266 (Wyo. 2021) (quoting Gumpel, ¶ 29,393 P.3d at 1290
, and citing Wimer, ¶ 22,369 P.3d at 218
). Our goal is “‘to determine and effectuate the intention of the parties, especially the grantor or declarant.’” Wimer, ¶ 22,369 P.3d at 218
(quoting Omohundro, ¶ 9,202 P.3d at 1081
). [¶21] As with any contract, we begin our analysis by considering the plain language of the covenants. “[T]he words used in the [covenant] are afforded the plain meaning that a reasonable person would give to them. … When the provisions in the [covenant] are clear and unambiguous, the court looks only to the “four corners” of the document in arriving at the intent of the parties.” Winney, ¶ 47, 499 P.3d at 266 (quoting Gumpel, ¶ 29,393 P.3d at 1290
) (other citations omitted). [¶22] Covenants are ambiguous only if they are obscure in their meaning “‘because of indefiniteness of expression, or because a double meaning is present.’” Winney, ¶ 48, 499 P.3d at 266 (quoting Reichert v. Daugherty,2018 WY 103
, ¶ 16,425 P.3d 990, 995
(Wyo.
7
2018)) (other citations omitted). “In the absence of an ambiguity, ‘we adhere to the
covenant’s plain and ordinary meaning without reference to attendant facts and
circumstances or extrinsic evidence.’” Winney, ¶ 48, 499 P.3d at 266 (quoting Reichert, ¶
16, 425 P.3d at 995) (other citations and some quotation marks omitted). [¶23] In addition, we interpret covenants as a whole and read each provision in light of the other provisions to find the plain meaning. Gumpel, ¶ 29,393 P.3d at 1290
(citing Thornock v. PacifiCorp,2016 WY 93, ¶ 13
,379 P.3d 175, 180
(Wyo. 2016)). “‘We avoid interpreting provisions in a way that makes the other provisions inconsistent or meaningless.’”Id.
(quoting Thornock, ¶ 13,379 P.3d at 180
).
[¶24] The covenant at issue states, “Lots 333 and 334 are designated as commercial areas,
and may be used for any commercial purpose, subject to these covenants and such
restrictions as may be contained in deeds, leases, or other instruments of conveyance.” The
term “commercial” from Article IX is not defined in the CCRs.
[¶25] To determine whether the CCRs permit Stage Stop’s proposed use of Lot 333, the
district court first looked to the express terms of Article IX of the CCRs. Specifically, the
district court considered the phrase “any commercial purpose” in the sentence: “Lots 333
and 334 are designated as commercial areas, and may be used for any commercial purpose,
subject to these covenants and such restrictions as may be contained in deeds, leases, or
other instruments of conveyance.” While the HOA and Stage Stop each asserted in
summary judgment the term “commercial” was clear and unambiguous, each ascribed it a
different meaning. Ultimately, the district court agreed with Stage Stop, concluding renting
out apartments as a for-profit enterprise is a “commercial purpose” allowed on Lot 333.
To reach that conclusion, the district court largely relied upon dictionary definitions of the
words “commercial” and “any,” but also examined the CCRs as a whole.
[¶26] The HOA argues the district court erred both in its conclusions about the word
“commercial” and its determination that the CCRs as a whole permit Stage Stop’s proposed
use. The HOA asserts the court erred by simply adopting the dictionary definition of
“commercial.” It argues the court should have adopted the definition of “commercial”
from this Court’s decision in Winney, ¶ 46, 449 P.3d at 266, and had it done so, it could
not have concluded Stage Stop’s proposed use was “commercial.” The HOA also asserts
that when construed in their entirety the CCRs contemplate a residential homeowners’
community with mostly single-family residences and a few multiple dwelling lots, all of
which are subject to express density restrictions. The HOA argues it is therefore
inconsistent with the purposes of the CCRs to permit workforce apartments on a
commercial lot, especially since they would exceed the density restrictions in the CCRs.
Finally, the HOA asserts permitting Stage Stop’s proposed use ignores the “fundamental
home-ownership” character of Rafter J Subdivision as reflected in the CCRs as a whole.
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[¶27] We conclude use of the word “commercial” in the phrase “any commercial purpose”
in Article IX is clear and unambiguous, and includes the use proposed by Stage Stop. We
reject the HOA’s attempt to portray Winney as establishing a broad, all-inclusive definition
of the word “commercial” in the context of all covenants, conditions, and restrictions
governing subdivisions. Rather, discussion of the word “commercial” in Winney was
necessarily limited to the subdivision, covenants, and underlying dispute at issue in that
specific case. Finally, we conclude the CCRs as a whole permit Stage Stop’s proposed
use.
[¶28] We recited a comprehensive dictionary definition of “commercial” in Winney:
“occupied with or engaged in commerce or work intended for
commerce” and “of or relating to commerce.” See
https://www.merriam-webster.com/dictionary/commercial.
Black’s Law Dictionary defines it as “[o]f, relating to, or
involving the buying and selling of goods; mercantile”;
“[r]esulting or accruing from commerce or exchange”;
“[e]mployed in trade; engaged in commerce”; “[m]anufactured
for the markets; put up for trade”; “[o]f, relating to, or
involving the ability of a product or business to make a profit”;
and “[p]roduced and sold in large quantities.” Commercial,
Black’s Law Dictionary (11th ed. 2019). The plain meaning of
“commerce” is “the exchange or buying and selling of
commodities on a large scale involving transportation from
place to place.” See https://www.merriam-
webster.com/dictionary/commerce. Similarly, Black’s Law
Dictionary defines “commerce” as “[t]he exchange of goods
and services, esp. on a large scale involving transportation
between cities, states, and countries.” Commerce, Black’s Law
Dictionary (11th ed. 2019).
Winney, ¶ 64, 499 P.3d at 270.
[¶29] Notably, in this case the word “commercial” in the covenant is also modified by the
adjective “any.” As an adjective, the plain meaning of “any” is:
1: one or some indiscriminately of whatever kind:
a: one or another taken at random
b: EVERY used to indicate one selected without
restriction
2: one, some, or all indiscriminately of whatever quantity
See https://www.merriam-webster.com/dictionary/any.
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[¶30] We agree with the district court that use of the adjective “any” in Article IX of the
CCRs is significant and denotes “commercial use without restriction.” Put another way,
“any” as an adjective to “commercial” in the context of Article IX plainly contemplates
one, some, or all the “commercial” purposes defined above. That includes “of, relating to,
or involving the ability of a product or business to make a profit.” In short, Stage Stop’s
proposed use of Lot 333 to provide workforce housing as a for-profit endeavor is entirely
consistent with the plain and unambiguous dictionary definitions of the words “any” and
“commercial” used in Article IX of the CCRs. The HOA essentially conceded as much at
oral argument, arguing instead that the district court erred by not applying a narrower
definition of the word “commercial” from our decision in Winney.
[¶31] Winney, however, was a much different case, and our analysis there related to the
plain meaning of “commercial” in the context of an entirely different covenant. As Winney
itself demonstrates, words often have several plain meanings. The plain meaning of words
in any given circumstance depends on the context in which they are used. Winney, ¶¶ 62-
65, 499 P.3d at 270; see also Fayard v. Design Comm. of Homestead Subdivision, 2010
WY 51, ¶ 15,230 P.3d 299, 304
(Wyo. 2010); Gumpel, ¶¶ 62-66,393 P.3d at 1297
.
[¶32] Winney involved an exclusively residential subdivision and a covenant expressly
prohibiting all “commercial activity” in the residential subdivision. The covenant at issue
stated: “All lands covered by this deed shall be used for residential purposes only, and no
commercial activity shall be conducted or permitted thereon.” Winney, ¶ 59, 499 P.3d at
269. According to the Winneys, one of the other homeowners in the subdivision, Michael
Jerup, violated the covenants by engaging in commercial activity from his property—
operating a road maintenance and snow plowing business. Id., ¶ 58, 499 P.3d at 269.
Drawing from the very same dictionary definitions set forth above, we considered that the
covenant at issue restricted use of land in the entire subdivision to “residential purposes
only” and prohibited all commercial activity. Id., ¶¶ 64-65, 499 P.3d at 270. Then, after
concluding the covenant prohibited “a landowner from conducting or allowing the
exchange of goods or services involving transportation from place to place on his
property,” we examined whether Mr. Jerup’s conduct violated that covenant, ultimately
concluding it did not. Id., ¶¶ 68-73, 499 P.3d at 270-72.
[¶33] The context of the covenant at issue in this case demonstrates a different plain
meaning involving the word “commercial” than the one in Winney. The subdivision at
issue is mixed-use, with residential, multiple dwelling, and commercial lots. Unlike
Winney, the lot at issue is expressly designated as a “commercial area,” and the covenant
in dispute pertains exclusively to the “use of commercial area[s].” Rather than expressly
restricting or prohibiting commercial activity, the covenant expressly permits it and uses
the adjective “any” in doing so. Considering the context within which the word
“commercial” is used here compared to the context from Winney, it is evident Winney’s
definition of the word is not controlling or even relevant here.
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[¶34] The HOA’s argument that the CCRs construed in their entirety prohibit Stage Stop’s
proposed use is also unavailing. Again, context matters. In its brief, the HOA tells a
compelling story of the “American dream” of home ownership in the Rafter J Subdivision,
and correctly notes the CCRs include an initial declaration requiring protection of the value
and desirability of the property therein. However, contrary to the HOA’s argument,
nothing in that declaration is inconsistent with or prohibits use of Lot 333 for workforce
apartments. Rather, the HOA’s argument requires us to ignore the plain language of Article
IX and imply a restriction that does not exist in the express language of either the
declaration or Article IX. Our rules of contract interpretation restrict us to the four corners
of a plain and unambiguous contract and do not allow insertion of words under the guise
of interpretation. See, e.g., Winney, ¶ 47, 499 P.3d at 266 (quoting Gumpel, ¶ 29, 393 P.3d
at 1290) (other citations omitted); Reed v. Miles Land & Livestock Co.,2001 WY 16, ¶¶ 10-11
,18 P.3d 1161, 1163-64
(Wyo. 2001) (stating courts may not add language to a clear
and unambiguous contract).
[¶35] The HOA also asserts Stage Stop’s proposed use of Lot 333 is inconsistent with the
intent of the CCRs because Article IX indicates such use is subject to the other restrictions
in the CCRs, and the CCRs contain specific density restrictions in Article XI, Section 1,
titled, “LOT SPLITTING: CONSOLIDATION.” However, considering the plain and
unambiguous language of the CCRs as a whole, the density restrictions in Article XI,
Section 1 pertain only to multiple dwelling lots, and expressly exclude commercial lots like
Lot 333.2
[¶36] Likewise, the HOA’s argument that Stage Stop’s proposed use violates the
Declarant’s design of the nature and character of the Rafter J Subdivision and disregards
the distinction between the various land classifications again ignores the plain language of
2
Article XI “GENERAL PROVISIONS” Section 1. LOT SPLITTING[;] CONSOLIDATION states:
(a) Two or more contiguous lots within the Rafter J Ranch may be combined, provided notice
of intention to consolidate such lots is filed with the design committee. Such consolidated
lots may thereafter be treated as one building site, and such site may be subjected to these
restrictions the same as a single lot except for the purpose of levying and collecting
assessments.
(b) No residential lot within the Rafter J Ranch shall be split, unless such lot as split is then
consolidated with a contiguous lot, and unless the resulting area to be built on shall be
larger than one lot.
(c) Nothing contained in paragraphs (a) or (b) above shall apply to the splitting of any multiple
dwelling lot which is specifically permitted provided, however, that the total maximum
density for the multiple dwelling lots shall not exceed 163 units nor a density exceeding
five (5) units per acre; and provided further than nothing contained in paragraphs (a) or (b)
above shall apply to miscellaneous areas, commercial lots, or future developable property
which may be split, subdivided or divide [sic] into separate parcels or tracts.”
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the CCRs. Specifically, the HOA asserts permitting Stage Stop’s proposed use “would
render meaningless the distinct residential/commercial/amenity use classifications and
areas if every use were allowed everywhere.” Neither the CCRs nor construing them to
permit Stage Stop’s proposed use would allow “every use everywhere.” The CCRs are
clear that Lots 1-324 are classified as “residential.” Those 324 lots are subject to numerous
restrictions in Article VII, Section 3. Among other things, they are “to be used exclusively
for residential purposes” with only one family in each residence. In addition, and with a
few exceptions, “[n]o commercial, retail, or other business activities are permitted.” Lots
325-329 are classified as “multiple dwelling,” and those five lots are also subject to
numerous restrictions including a prohibition against commercial activities and specific
occupancy requirements. Lots 330, 331, 332, and 335 are classified as “miscellaneous,”
and each has specific, express limitations on use. In fact, those limitations include an
express prohibition against later subdividing them for residential or multiple dwelling use.
[¶37] The only lots classified for commercial use are Lots 333 and 334, and there are no
express limitations on the type of commercial use on those two lots, except the general
limitations in Article VII, Section 2 that apply to all lots. Had the Declarant intended any
other limitations on the type of commercial use permitted, including the limitations cited
by the HOA, they could have expressly included those limitations in Article IX. For
example, they could have limited Lots 333 and 334 to specific commercial uses or to
commercial uses that only serve the homeowners of the Subdivision, or to only locally
owned businesses. They could have limited the hours of operation for anyone operating a
commercial business on the lots. They could have instituted a different assessment
structure for those two lots, depending on the type of commercial use or the number of
businesses operating on each lot. They could have expressly prohibited apartments, hotels,
bed and breakfasts, or anything else permitting overnight stays or bearing even a
resemblance to residences. The Declarant knew how to express such restrictions, as best
demonstrated by the limitations on the uses of Lots 330 (church area), 331 (public facility
area), 332 (corral and stables), and 335 (R.V. storage). However, the Declarant did not do
any of those things in the CCRs, and we will not supply missing language “under the
pretext of contract interpretation.” Gumpel, ¶ 42, 393 P.3d at 1293(citing Herling v. Wyoming Machinery Co.,2013 WY 82, ¶¶ 35-36
,304 P.3d 951, 960
(Wyo. 2013)).
Instead, the CCRs express a clear and unambiguous intent that Lot 333 be used for “any
commercial purpose.” Nothing about the CCRs as a whole or any of the covenants cited
by the HOA conflicts with this provision or with Stage Stop’s proposed use of Lot 333 for
workforce apartments, nor does anything in the CCRs demonstrate an indefiniteness of
expression, or a double meaning.
B. The Master Plan is inadmissible extrinsic evidence.
[¶38] The HOA asserts that a 1977 document titled “Master Plan” was “approved and
recorded” such that this Court should consider it in interpreting the CCRs, and that this
“Master Plan” further supports its various arguments about the intent behind developing
12
the Rafter J Subdivision. For example, the HOA argues the Master Plan includes “density
restrictions” and labels Lot 333 as a six-acre “PU 7,” corresponding to “planned
community commercial” use.
[¶39] No admissible evidence exists in the record that the document the HOA refers to as
the Master Plan was ever recorded or filed. The document itself is unsigned and contains
no stamp, marking, or other indication that it was ever filed or recorded in Teton County,
or anywhere. The HOA also refers to a 2011 “Staff Report,” apparently issued on behalf
of the County Commissioners, asserting it includes an “approval date for Plat/Master Plan.”
However, and while that document indicates a Rafter J Master Plan was proposed, it states
that only a Master Plan Final Plat was filed in the County Clerk’s office as Plat #330.
That is, the Staff Report the HOA relies upon states only that the Plat we considered above
was recorded. Additionally, though the “Staff Report” in the record indicates the proposed
Rafter J Master Plan is attached to the report, the attachment is not in the record such that
we could review it to determine whether it was ever filed or recorded. More importantly,
the CCRs do not discuss, much less incorporate, the Master Plan. As a result, we conclude
the “Master Plan” is extrinsic evidence. Because we find the CCRs are clear and
unambiguous, we will not consider it. Winney, ¶ 48, 499 P.3d at 266.
C. The HOA never argued to the district court the “local commercial”
designation in the Plat was different or more restrictive.
[¶40] On appeal, the HOA also argues that even if Stage Stop’s proposed use is a
permissible commercial use under the CCRs, it is not an appropriate local commercial use
per the designation of Lot 333 as “Ranch Headquarters & Local Commercial” in the Plat
Notes on Plat #330. According to the HOA, the Plat Notes limit any commercial use of
Lot 333 to something that benefits or serves the needs of Rafter J’s residents. The HOA
also criticizes the district court for not determining whether Stage Stop’s proposed use of
Lot 333 satisfies such a requirement.
[¶41] The absence of any such discussion by the district court is understandable—the
HOA never raised this argument before the district court. The HOA’s Complaint does not
mention the Plat or Plat Notes, much less the phrase “local commercial”; the allegations
relate solely to the land designations in the CCRs. The HOA referenced the Plat in the
cross motions for summary judgment, but only in its argument that Stage Stop’s proposed
use of Lot 333 is not “commercial,” but instead “residential” or “multiple dwelling.”
Throughout the proceedings before the district court, the HOA treated the Plat and the
CCRs as synonymous with respect to the designation of Lot 333 for “commercial” use.
The first time the HOA argued the word “local” from the Plat further restricted the
commercial use of Lot 333 is in its appellate brief.
[¶42] “This Court ‘strongly adheres’ to the rule ‘that it will not address issues that were
not properly raised before the district court.’” Four B Properties, LLC v. Nature
13
Conservancy, 2020 WY 24, ¶ 69,458 P.3d 832
, 849 (Wyo. 2020) (quoting Courtenay C. & Lucy Patten Davis Found. v. Colorado State Univ. Research Found.,2014 WY 32
, ¶ 36,320 P.3d 1115, 1126
(Wyo. 2014)) (other citation omitted). This includes arguments raised for the first time on appeal. In Gumpel, under similar circumstances, we refused to consider an argument that the language in a plat extinguished rights under pre-existing covenants because it was a new argument raised for the first time on appeal. Gumpel, ¶ 32 n.7,393 P.3d at 1290
-91 n.7. The primary reason for the rule is simple—it is inappropriate to reverse a district court for reasons the parties never presented to it, including legal theories. Amoco Production Co. v. Dept. of Revenue,2004 WY 89, ¶ 53
,94 P.3d 430, 449
(Wyo. 2004) (citations omitted). For that reason, and because the HOA did not raise the issue of the meaning of “local commercial” below, we will not consider it now. Hensel v. DAPCPA RPO LLC,2023 WY 84, ¶ 30
,534 P.3d 460
, 468 (Wyo. 2023) (citing Colton v. Town of Dubois,2022 WY 138
, ¶ 2 n.1,519 P.3d 976
, 978 n.1 (Wyo. 2022) (“[T]his Court will not
consider an issue raised for the first time on appeal unless it is jurisdictional or of such
fundamental nature that it must be considered.”)).
D. Stage Stop is not judicially estopped from asserting the CCRs permit its
proposed use.
[¶43] Finally, the HOA asserted at oral argument that Stage Stop should be judicially
estopped from claiming its proposed use complies with the CCRs. According to the HOA,
Stage Stop committed to amend the CCRs to permit its proposed use in the proceedings
underlying our decision in Brazinski. As a result, the HOA argues Stage Stop should not
be permitted to now argue an amendment is not required. The HOA did not expressly
argue for judicial estoppel in its appellate or reply brief. However, in the argument section
of the appellate brief titled “Apartments are Not a ‘Commercial’ or ‘Local Commercial’
Use,” the HOA arguably raised the issue. There, the HOA stated Stage Stop previously
“recognized” it would need to amend the CCRs and “told the entire community it was
‘willing to commence the CCR amendment process’ to authorize apartments after the
[County Commissioners] approved them.” As support, the HOA cited to a letter counsel
for Stage Stop transmitted to the County Commissioners in 2022 and then argued:
Stage Stop now seeks to retreat from these positions, blowing
hot and cold depending on the setting and the strategic context.
See Baker v. Speaks, 2013 WY 24, ¶ 60 (“Judicial estoppel is
a doctrine intended to prevent a party from “blowing hot and
cold”; that is, taking inconsistent positions.”) Having presided
over the appeal of the PUD Amendment, the district court was
aware of Stage Stop’s inconsistent arguments as otherwise
pointed out by the HOA. [ ] But the district court did not
address this—stressing instead the HOA’s past position from
over 15 years ago authorizing the use of Lot 333 for assisted
14
living use. [ ] This was wrong for several reasons, as discussed
infra at 33–36.
The brief contains no additional discussion of judicial estoppel against Stage Stop.
[¶44] Our review of the record reveals the HOA also failed to raise this argument with the
district court. While the HOA identified “estoppel” as an affirmative defense to Stage
Stop’s counterclaim for declaratory judgment, it did not present any argument supporting
judicial estoppel in its summary judgment motion or in response to Stage Stop’s motion
for summary judgment. Again, we normally do not consider an issue for the first time on
appeal. Hensel, ¶ 30, 534 P.3d at 468. However, and while the HOA’s judicial estoppel
argument is not jurisdictional and not of such a fundamental nature that we must consider
it, we do have a duty to protect the integrity of Wyoming’s judicial system. Williams v.
State ex rel. University of Wyoming Board of Trustees, 2019 WY 90, ¶ 22,448 P.3d 222
, 230 (Wyo. 2019); Allen v. Allen,550 P.2d 1137, 1142
(Wyo. 1976). As a result, and to
leave no doubt about whether Stage Stop’s conduct subverted the integrity of our judicial
system, we consider the HOA’s assertion of judicial estoppel.
[¶45] In Baker v. Speaks, the only case cited by the HOA regarding judicial estoppel, we
explained:
Judicial estoppel binds a party by his judicial declarations in
prior proceedings, and that party “may not contradict them in
a subsequent proceeding involving the same issues and parties
. . . Under this doctrine, a party who by his pleadings,
statements or contentions, under oath, has assumed a particular
position in a judicial proceeding is estopped to assume an
inconsistent position in a subsequent action.”
2013 WY 24, ¶ 60,295 P.3d 847, 861
(Wyo. 2013) (quoting Willowbrook Ranch, Inc. v. Nugget Exploration, Inc.,896 P.2d 769, 771
(Wyo. 1995)). We noted the doctrine of judicial estoppel is narrow and applies only to changing positions as to facts.Id.,
¶¶ 60- 61,295 P.3d at 861
(citing Robertson v. TWP, Inc.,656 P.2d 547, 553
(Wyo. 1983), and City of Gillette v. Hladky Construction, Inc.,2008 WY 134, ¶ 107
,196 P.3d 184, 212
(Wyo. 2008)). Inconsistent claims and legal conclusions do not implicate judicial estoppel. Id.; Bredthauer v. TSP,864 P.2d 442, 445-46
(Wyo. 1993).
[¶46] The HOA’s sole reference to an inconsistent position is to a letter to the County
Commissioners signed by counsel for Stage Stop. The letter states it is intended to update
the County Commissioners on Stage Stop’s application for a CUP and reiterate its
commitment to provide workforce apartments. In updating the County Commissioners
about its discussion with the HOA about the CCRs, Stage Stop’s counsel expressed its
willingness to commence the process for amending the CCRs if its CUP was approved.
15
[¶47] Under these facts, judicial estoppel does not apply. While the letter was related to
a prior proceeding—Stage Stop’s application for a CUP—the proceeding did not involve
the same issue or the same parties as this case. The statement about a willingness to
commence the amendment process was also not a judicial declaration. Even if it was, it
was not a statement of fact. At best the expression of willingness to pursue amendments
to the CCRs implied such amendments were appropriate—or even required—but that is a
question of law, not fact. See, e.g., City of Gillette, ¶ 108, 196 P.3d at 212(holding judicial estoppel did not apply to inconsistent positions about whether a contract applied); BackInsure, Inc. v. F.D.I.C.,796 F.3d 1226, 1240-41
(10th Cir. 2015) (holding judicial
estoppel did not apply to an insurer who denied coverage despite an interrogatory response
in a prior case indicating there would hypothetically be coverage). It is not troublesome—
or even surprising—that Stage Stop’s prior willingness to seek amendments to the CCRs
soured after the County Commissioners’ approval of the PUD was appealed and the HOA
separately filed suit here. Stage Stop’s counsel’s statement in his letter to the County
Commissioners is not susceptible to application of the narrow doctrine of judicial estoppel.
CONCLUSION
[¶48] The district court correctly concluded Stage Stop’s proposed use of Lot 333 did not
violate the Rafter J Subdivision CCRs. The Master Plan referenced by the HOA is
inadmissible extrinsic evidence, and the argument related to the “local commercial”
designation in the Plat Notes was not properly raised before the district court. Although
the HOA did not raise judicial estoppel below, the doctrine does not apply under the
circumstances of this case.
[¶49] Affirmed.
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