Can restrictive covenants limit the number of homes per lot? Holladay Duplex v. Howells Explained

The Utah Court of Appeals addressed whether a restrictive covenant limiting construction to “a one family dwelling house” permits multiple dwelling units on a single lot in Holladay Duplex Management Company v. Howells.

Background and Facts
Holladay Duplex Management Company sought a declaratory judgment regarding a restrictive covenant in the Ellison Woods subdivision. The covenant stated that grantees could not erect buildings “for any purpose other than a one family dwelling house, excepting only a barn, garage and the customary outhouses.” The company argued the covenant was ambiguous and could permit multiple single family homes on one lot, pointing to the use of plural “houses” in the covenant’s second sentence.

Key Legal Issues
The central issue was whether the restrictive covenant was ambiguous regarding the number of dwelling units permitted per lot. The court also had to determine the proper interpretation of the indefinite article “a” in the phrase “a one family dwelling house.”

Court’s Analysis and Holding
Applying correctness review for questions of law, the court analyzed the covenant using contract interpretation principles. The court read the covenant as a whole, noting that the first sentence consistently used singular “house” and specified “a one family dwelling house.” The plural “houses” in the second sentence referred to multiple lots, not multiple homes per lot. The court rejected the company’s argument that “a” could mean “any,” finding that in context, “a” meant “one.” The underlying purpose—preserving residential character—supported limiting each lot to one single family home.

Practice Implications
This decision reinforces that Utah courts enforce unambiguous restrictive covenants as written to preserve developers’ and communities’ intended character. Practitioners should analyze covenant language holistically rather than focusing on isolated words. When drafting restrictive covenants, use clear, specific language to avoid ambiguity challenges. The decision also demonstrates that courts will consider the covenant’s underlying purpose when interpreting potentially ambiguous terms.