RCC PROPERTIES v. Wenstar Properties
930 So.2d 1233, 2006 La. App. LEXIS 1329, 2006 WL 1521601 (2006)
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Rule of Law:
A predial servitude is not invalid for ambiguity simply because the title creating it is silent on the specific method for measuring compliance with its restrictions. If the intent to create the servitude is clearly expressed, any ambiguity as to the extent or manner of its exercise will be resolved in favor of the servient estate.
Facts:
- In 2002, AZT Winnsboro La., Inc. (AZT) sold a parcel of land to Wenstar Properties, L.P. (Wenstar), where a Wendy's restaurant now operates.
- The act of sale included a predial servitude on AZT's adjacent property, prohibiting its use for a restaurant with a drive-thru whose primary business involved hamburgers or chicken sandwiches.
- The servitude defined "primary business" as any restaurant where 15% or more of its gross sales consist of hamburgers, hamburger products, or chicken sandwiches.
- The servitude was to last for 20 years, terminating only if the Wendy's ceased operations for a continuous three-month period.
- In 2004, AZT sold the adjacent, burdened property (the servient estate) to R.C.C. Properties, L.L.C. (R.C.C.).
- R.C.C. subsequently received an offer to purchase the property from Hannon's Food Service, which intended to build a KFC franchise.
- Hannon's purchase of the property was contingent upon R.C.C. obtaining a satisfactory release of the servitude.
Procedural Posture:
- R.C.C. Properties, L.L.C. filed a petition for a declaratory judgment in the district court (trial court) seeking to invalidate the servitude on its property.
- Following a trial, the district court issued a judgment declaring the predial servitude invalid and of no effect due to ambiguity.
- Wenstar Properties, L.P., as the defendant and owner of the dominant estate, appealed the trial court's judgment to the Court of Appeal of Louisiana, Second Circuit.
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Issue:
Is a predial servitude that prohibits a specific commercial use invalid for ambiguity when the title clearly expresses the intent to create the restriction but is silent on the time period and manner for measuring compliance?
Opinions:
Majority - Drew, J.
No. A predial servitude is not rendered invalid due to ambiguity in the method of its exercise if the intent to establish the servitude is clearly expressed in the title. The court found that the 'Act of Cash Sale and Servitude' explicitly and unambiguously demonstrated the original parties' intent to create a predial servitude restricting the use of the adjacent property to benefit Wenstar's property. The trial court erred by invalidating the entire servitude based on its ambiguity regarding the time period and method for measuring the 15% sales threshold. Under Louisiana Civil Code art. 730, such ambiguity does not concern the existence of the servitude but rather its 'manner of exercise,' and any doubt must be resolved in favor of the servient estate. The servitude is therefore valid, and based on the evidence of Hannon's past sales figures, the construction of a KFC restaurant would not currently violate its terms.
Analysis:
This decision reinforces the principle that Louisiana courts will uphold clearly intended property restrictions even if their enforcement mechanisms are imperfectly drafted. It distinguishes between ambiguity that would negate the creation of a servitude (i.e., lack of clear intent) and ambiguity in its application, holding that the latter does not void the servitude itself. Instead, such practical ambiguities trigger the rule of strict construction in favor of the burdened property owner. This precedent provides stability for commercial restrictive covenants, which are common in the fast-food and retail industries, while ensuring they are not applied more broadly than their terms permit.
