Can development governing documents create ambiguity about common area designation? Crosbie v. 750 West Owners Association Explained

In Crosbie v. 750 West Owners Association, the Utah Court of Appeals addressed when inconsistencies in development governing documents create genuine ambiguities requiring consideration of parol evidence.

Background and Facts

Weston Crosbie owned two numbered units in a commercial development and obtained deeds to two unnumbered parcels (the Trust Parcel and LLC Parcel) within the same development. Other unit owners and the 750 West Owners Association challenged these conveyances, asserting the unnumbered parcels were designated as common area in the development’s governing documents. The association and unit owners moved for summary judgment to quiet title to these parcels in the association, arguing the governing documents unambiguously designated them as common area that could not be privately owned.

Key Legal Issues

The central issue was whether the development’s plat, declaration of covenants, and subsequent amendment contained ambiguities regarding the status of the unnumbered parcels. The court applied established principles that contract interpretation rules govern construction of restrictive covenants and plats, and that ambiguity exists when provisions “give rise to different or inconsistent meanings, even though each provision is clear when read alone.”

Court’s Analysis and Holding

The Court of Appeals identified specific contradictory provisions. While the plat designated both parcels as part of “Parcel B” for “common use,” other provisions suggested different intentions. Notably, a 2016 amendment stated that “[c]ommon areas are those areas that presently are identified as Common Areas on the dedication plat…which are the existing paved areas.” Since the unnumbered parcels were unpaved, this language suggested they were not common area. The court found these contradictions created genuine ambiguity requiring admission of parol evidence to determine the declarants’ intent.

Practice Implications

This decision emphasizes the importance of careful document drafting in development projects and thorough analysis of all governing documents when challenging their interpretation. Practitioners should identify specific contradictory provisions rather than merely arguing for alternative readings of clear language. The case also demonstrates that subsequent amendments can create ambiguities even when original documents appear clear, particularly when amendments use undefined terms or reference different versions of plats.