[Cite as Edwards v. Plalan Lake Road Maintenance, Inc., 2018-Ohio-1670.]

IN THE COURT OF APPEALS 

ELEVENTH APPELLATE DISTRICT 

TRUMBULL COUNTY, OHIO 

RICHARD A. EDWARDS, : O P I N I O N 

 Plaintiff-Appellee, : 

 CASE NO. 2015-T-0031

 - vs - : 

PLALAN LAKE ROAD MAINTENANCE, 

INC., 

: 

: 

 Defendant-Appellant. 

Civil Appeal from the Trumbull County Court of Common Pleas, Case No. 2014 CV 

00627. 

Judgment: Affirmed in part; reversed in part and remanded. 

Kevin P. Murphy, and Matthew G. Vansuch, Harrington, Hoppe & Mitchell, Ltd., 108 

Main Avenue, S.W., Suite #500, Warren, OH 44481 (For Plaintiff-Appellee). 

Thomas C. Nader, Nader & Nader, 5000 East Market Street, Suite #33, Warren, OH 

44484 (For Defendant-Appellant). 

THOMAS R. WRIGHT, J. 

{¶1} This appeal is from an entry granting summary judgment in favor of 

appellee, Richard A. Edwards, on all issues in his declaratory judgment claim. 

Appellant, Plalan Lake Road Maintenance, Inc., argues that the trial court erred in 

calculating the amount of yearly fees Edwards is required to pay for the maintenance of 

private roads within a housing development. For the following reasons, the judgment is 
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affirmed in part, reversed in part, and remanded. 

{¶2} In 2005, Edwards purchased ten distinct tracts of land in the Plalan Lakes 

and Park subdivision. This housing development was formed in 1961 when Morris 

Goldsmith executed a quitclaim deed in favor of Albert A. Wickley, Jr., in regard to a 

substantial parcel of land in Farmington Township, Trumbull County, Ohio. Under its 

original plat, the subdivision had eighty-eight building lots intended for residential 

homes, larger tracts of land for a park/resort area, and at least five private roads. 

{¶3} Pursuant to the terms of the “Goldsmith” quitclaim deed, Wickley agreed 

to take the entire parcel subject to certain restrictions. One restriction addresses the 

“recreational” area and the maintenance of the private roads: 

{¶4} “No owner of a lot in this subdivision shall have any interest in or right to 

use the recreational area or lake area in this subdivision as shown upon the plat 

recorded in Plat Volume 27, Page 8 of the Trumbull County Records unless he is the 

owner of an interest in such recreational area or lake area holding a deed or certificate 

evidencing such interest therein. * * * Each owner of a lot as described herein shall, in 

the event he is not the owner of a certificate or deed evidencing an interest in the 

recreational area and lake area in this subdivision, pay the sum of Twenty Dollars 

($20.00) per year annually upon such date as may be determined by the owner or a 

Board of Trustees established by such owner, for the purpose of the maintenance of 

such private roads and the payment of taxes on the area comprising such roads.” 

{¶5} During the first decade of the subdivision’s existence, steps were taken to 

develop the recreational area of the proposed park/resort. However, a majority of the 

land comprising the recreational area remained undeveloped. Moreover, Albert A. 
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Wickley, Jr. did not retain ownership of the undeveloped recreational tracts or the 

unsold “building” lots. At some point, these parts of the subdivision, plus the land upon 

which the private roads were located, were conveyed to Plalan Lake and Park, Inc. 

{¶6} Sometime in the 1990’s, appellant was formed as a separate corporate 

entity for the express purpose of taking ownership of the subdivision’s private roads and 

providing for their maintenance. Initially, Plalan Lake and Park conveyed the property 

comprising two of the private subdivision roads to appellant. However, ownership of the 

remaining three roads, including Lake Road and South Park Road, stayed with Plalan 

Lake and Park until August 2001. These two roads conveyed to appellant intersect. 

Under the original plat, one corner of the proposed recreational area abutted the 

intersection. In addition, three of the large tracts forming the recreational area were 

adjacent to the entire length of South Park Road. As to the section of Lake Road that 

was adjacent to the corner of the recreational area, six building lots abutted the road on 

the other side. As of 2001, none of these six lots had been sold to an individual owner 

for construction of a house. 

{¶7} In August 2001, Plalan Lake and Park executed a general warranty deed 

in favor of Albert A. Wickley, Jr., conveying to him ten adjoining tracts of land within the 

subdivision. Six of the tracts were the vacant building lots that abutted the northernmost section of Lake Road. The remaining four tracts formed a significant portion of the 

land which had been designated as the recreational area on the original plat. Of those 

four tracts, three were the large parcels of land that were adjacent to the entire length of 

South Park Road. 

{¶8} The general warranty deed to Wickley contains terms labeled 
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“Covenants.” The “Roads” covenant governing the payment of road maintenance fees 

states: 

{¶9} “Grantee shall pay the current equivalent value in dollars of One Hundred 

(Year 2000) Dollars ($100.00) per year, for each 200 ft. road frontage which such owner 

owns, for road maintenance, annually, to the Grantor and its assigns on the date, and 

upon such terms as the Grantor and its assigns shall determine and direct.” 

{¶10} In relation to the subdivision roads, the covenants in the “Wickley” general 

warranty deed provided: 

{¶11} “Grantor reserves the right to convey any road on which the above 

described premises has frontage to Plalan Lake Road Maintenance, Inc. In the event of 

such a conveyance, the bylaws of said corporation shall supersede the provisions in this 

document.” 

{¶12} The “Wickley” general warranty deed was recorded on August 17, 2001. 

Five days later, a separate quitclaim deed was recorded, under which Plalan Lake and 

Park conveyed its interest in the land underlying the three remaining subdivision roads, 

including Lake Road and South Park Road, to appellant. This deed also had a specific 

provision governing Plalan Lake and Park’s payment of road maintenance fees based 

upon any subdivision property it still owned. 

{¶13} At some point, appellant enacted a code of regulations, i.e., a set of 

bylaws, to govern its operation. In addition to providing that the general purpose of the 

corporation is to acquire title to and maintain, all roads in the subdivision, the bylaws 

have two provisions relating to the payment of maintenance fees. The first provision 

pertained to land that belonged to either Plalan Lake and Park or Albert A. Wickley, Jr.: 
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{¶14} “The Board may require Plalan Lake & Park, Inc. and/or Al Wickley, Jr. to 

pay road maintenance fees of forty-five ($45.00) dollars per year for each 500 feet of 

frontage of land managed for recreational use and [fees] of forty-five ($45.00) dollars 

per 200 feet of frontage of land held for other than recreational use as a condition to the 

transfer of any road, or part thereof.” 

{¶15} The second “fee” provision in appellant’s bylaws pertained to the building 

lots within the subdivision: “The Board of Trustees shall assess an annual road 

maintenance fee of forty-five ($45.00) dollars per lot on each member’s lot(s).” 

{¶16} In 2005, Edwards purchased from Wickley the entire parcel of land which 

Wickley acquired from Plalan Lake and Park under the 2001 general warranty deed. As 

noted above, this parcel included six building lots and three large tracts which originally 

formed a substantial portion of the proposed park/resort. 

{¶17} After owning the land for over six years, Edwards brought a proceeding in 

the Trumbull County Planning Commission to re-plat four of the six building lots so that 

they would be combined with each other and to one of the adjacent larger tracts to form 

one huge lot for his residence. In February 2012, the planning commission approved 

Edwards’s plan, and the area was re-platted to show the new combination. Even 

though appellant’s Board of Trustees was aware of the re-plat proceeding, no objections 

were raised. 

{¶18} The northern-most section of Lake Road dissected Edwards’s combined 

lot and dead-ended on his property. Therefore, in conjunction with the re-plat 

proceeding, Edwards purchased the land underlying that section of Lake Road from 

appellant, and began to use the old road as the driveway to his residence. 
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{¶19} In February 2013, Edwards received an invoice from appellant for his 

2013 road maintenance fees. The invoice contained a “building lot” charge for each of 

the six lots Edwards had obtained from Wickley rather than for the two remaining lots 

not combined with the large tract. As to Edwards’s other four tracts and the “old road” 

land, appellant charged him a set rate for every 200 feet of frontage of land on a 

subdivision road, as set in the 2001 Wickley general warranty deed. 

{¶20} In 2014, appellant again charged Edwards a separate “building lot” fee for 

the four building lots that had been combined with the larger tract. Moreover, as to the 

remaining four tracts and the road land, appellant again charged him for every 200 feet 

of frontage. The only difference between the 2013 and 2014 invoices was the rate for 

the frontage. The 2014 invoice stated that the set rate was predicated upon the 

applicable provision in appellant’s bylaws. 

{¶21} Within two months of receiving the 2014 fee invoice, Edwards brought the 

underlying case against appellant, seeking a declaratory judgment regarding the correct 

means of calculating his road maintenance fees. As to the “building lot” fee, Edwards 

essentially alleged that he could not be charged a fee for each of the four lots when they 

no longer exist under the revised plat. In relation to his remaining tracts of land, he 

asserted that appellant could only charge him the set rate for every 500 feet of frontage, 

instead of every 200 feet of frontage, because he was only using that land for 

recreational purposes. 

{¶22} After appellant answered Edwards’s claim and asserted a counterclaim for 

declaratory judgment on the same two issues, the parties submitted competing motions 

for summary judgment. Concerning the “building lot” question, Edwards first maintained 
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that appellant should not be permitted to rely upon any restrictive covenant in the 2001 

Wickley general warranty deed because it was “doubtful” that the covenant could be 

logically applied to this situation. Edwards further maintained that a “building lot” fee 

could not be charged for any of the four re-platted lots because, since the northern 

section of Lake Road no longer exists, the lots have no frontage on a road. In 

response, appellant argued that its ability to charge a fee for each of the four lots was 

controlled by the applicable covenants in the original 1961 quitclaim deed from 

Goldsmith to Wickley. Appellant further argued that Edwards should be required to pay 

the same amount of “building lot” fees because, regardless of the new plat, he still owns 

the same amount of land. 

{¶23} Regarding Edwards’s remaining tracts and whether he should be charged 

for every 200 feet of frontage, Edwards first noted that, under the controlling provision in 

appellant’s bylaws, he should only be charged for every 500 feet of frontage if the land 

in question is “managed for recreational use.” Citing his own affidavit attached to his 

motion, Edwards then asserted that the “500 feet” provision applied to his land because 

he held that land solely for recreational purposes. In response, appellant argued that 

Edwards’s personal use of the land was not controlling as to whether the property was 

being “managed’ for recreational use. Citing the 1961 quitclaim deed and the original 

plat for the subdivision, appellant contended that the provision in the bylaws had to be 

construed in light of the fact that the four tracts in question were intended to be used for 

the park/resort. Hence, according to appellant, Edwards was only entitled to invoke the 

“500 feet” provision if he was using the land as a park or resort. 

{¶24} In granting Edwards’s motion for summary judgment, the trial court ruled 
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in his favor on both pending issues. First, as to the “building lot” fee, the trial court held 

that the provision in appellant’s bylaws was controlling over any restrictive covenant in 

the various deeds, and that provision only allowed for an assessment of $45.00 per lot. 

The court then concluded that, since the four building lots had been consolidated into 

another tract, only one $45.00 fee could be charged. Second, as to the remaining tracts 

and whether Edwards should be charged for every 200 or 500 feet, the trial court did not 

address appellant’s argument regarding the effect of the original 1961 quitclaim deed. 

Instead, the court found that appellant had not contradicted Edwards’s averment that he 

was using the at issue land solely for recreational purposes. Accordingly, the court 

ordered that: (1) appellant could only assess the “building lot” fee for lots that actually 

have frontage on a subdivision road and are presently in existence; and (2) appellant 

could only assess a fee of $45.00 for every 500 feet of Edwards’s remaining tracts that 

have frontage on subdivision roads. 

{¶25} In appealing, appellant asserts two assignments of error for review: 

{¶26} “[1.] The trial court erred in its conclusion that the consolidation by 

appellee of five subdivision lots into one larger lot reduces the appellee’s obligation to 

pay for common area assessments from five lots to one lot. 

{¶27} “[2.] The trial court erred in its interpretation that the lands owned by 

appellee were lands managed for recreational use.” 

{¶28} The first assignment pertains to the “building lot fee” dispute. Appellant 

maintains that the trial court erred in not holding that a provision in the 1961 quitclaim 

deed was dispositive of the issue of whether Edwards was required to pay an annual lot 

fee for each of the four lots that were subsumed into the adjacent larger tract. Appellant 
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further argues that the trial court’s decision failed to account for the fact that if Edwards 

is no longer liable for the four lot fees, the fees of the remaining building lot owners for 

maintaining the subdivision roads will necessarily increase. 

{¶29} As a preliminary matter, even though appellant referred to the original 

1961 deed in its summary judgment motion, the trial court did not address this 

argument. In his summary judgment motion, Edwards asserted that appellant was likely 

to rely upon restrictive covenants in the 2001 general warranty deed from Plalan Lake 

and Park to Wickley and the 2001 quitclaim deed from Plalan Lake and Park to 

appellant. In its judgment, the trial court only referenced those two deeds in its 

“restrictive covenant” analysis. However, in its motion, appellant relied primarily upon 

the 1961 deed, not the two 2001 deeds. But, notwithstanding appellant’s specific 

argument, the outcome is the same. 

{¶30} As noted above, the Plalan Lake and Park subdivision was formed as part 

of the 1961 quitclaim deed from Morris Goldsmith to Albert A. Wickley, Jr. In claiming 

that this deed mandates that the number of building lots in the subdivision must always 

remain the same for purposes of the road maintenance fee for such lots, appellant cites 

the following language from the “Covenants” section of that deed: “Each owner of a lot 

as described herein shall * * * pay the sum of Twenty Dollars ($20.00) per year annually 

* * * for the purpose of the maintenance of such private roads * * *.” (Emphasis added.) 

{¶31} Based upon the italicized language, appellant contends that Goldsmith 

and Wickley clearly intended for the number of lots in the subdivision to remain 

constant; i.e., since the original plat called for eighty-eight building lots, there would 

always be eighty-eight “lot” fees paid for use in maintaining the private roads. In light of 
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this, appellant submits that, regardless of whether four of Edwards’s building lots have 

been consolidated into the adjacent larger tract in the new 2012 plat, he must still pay a 

lot maintenance fee for each of the four lots because the amount of revenue generated 

from those fees must always remain consistent. 

{¶32} “A restrictive covenant is a ‘private agreement, (usually) in a deed or 

lease, that restricts the use or occupancy of real property, (especially) by specifying lot 

sizes, building lines, architectural styles, and the uses to which the property may be 

put.’ Canton v. State, 95 Ohio St.3d 149, 2002-Ohio-2005, 766 N.E.2d 963, ¶28, citing 

Black’s Law Dictionary 371 (7th Ed.Rev.1999). In the context of property law, a 

‘covenant’ denotes a contract that is either personal or ‘runs with the land.’ Maasen v. 

Zopff, 12th Dist. Warren Nos. CA98-10-135, CA98-10-138, and CA98-10-153, 1999 

Ohio App. LEXIS 3422, *7 (July 26, 1999). Restrictions running with the land are 

‘intended to limit the grantee’s use of the land to specified purposes, with the object of 

protecting the interests of all landowners in the same allotment.’ Id.” Grace Fellowship 

Church, Inc. v. Harned, 11th Dist. Trumbull No. 2013-T-0030, 2013-Ohio-5852, ¶25. 

{¶33} As a contract, a restrictive covenant must be construed in accordance with 

general contract principles. Orwell Natural Gas Co., Inc. v. Fredon Corp., 11th Dist. 

Lake No. 2014-L-026, 2015-Ohio-1212, ¶23, quoting Grace Fellowship Church, at ¶26. 

Thus, a restriction in land use must be enforced when it is clearly and unambiguously 

set forth in a covenant. Id. However, if the wording of a covenant is indefinite, doubtful, 

and capable of contradictory interpretations, it must be construed in a manner favorable 

to the free use of land. Id. Furthermore, as one of the criteria for determining whether a 

restrictive covenant is enforceable, Ohio courts must consider whether the restriction is 
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expressly stated, not implied. Grace Fellowship Church, at ¶27. 

{¶34} In this case, the cited provision in the 1961 quitclaim deed is not explicit 

enough to support appellant’s interpretation. While the use of the phrase “as described 

herein” clearly indicates that each owner of a residential lot will be required to pay a fee 

for the maintenance of the subdivision roads, the language is not sufficiently clear to 

expressly forbid the consolidation of building lots for purposes of the maintenance fee. 

If Goldsmith and Wickley truly intended to require that, for purposes of the fee, the size 

of a “building lot” could never be altered, additional language was necessary. 

{¶35} Under such circumstances, Edwards cannot be obligated to pay fees for 

four building lots that no longer exist on the existing subdivision plat. 

{¶36} Hence, as the trial court did not err in granting summary judgment in favor 

of Edwards on the “lot” issue, appellant’s first assignment lacks merit. 

{¶37} Under its second assignment, appellant challenges the trial court’s ruling 

as to the means for calculating the amount of road maintenance fees Edwards must pay 

in relation to the other four tracts he purchased from Wickley. As noted above, the court 

interpreted a provision of appellant’s bylaws to require Edwards to pay $45.00 for every 

500 feet of frontage on a subdivision road, as compared to every 200 feet. This holding 

was based upon the trial court’s holding that Edwards was “managing” these tracts for 

recreational use, as required by the bylaws. Appellant again argues that the trial court’s 

interpretation was flawed because the bylaw provision should have been construed in 

light of the 1961 quitclaim deed. 

{¶38} Preliminarily, the record again shows that, even though appellant asserted 

this argument in its summary judgment motion, the trial court did not review it as part of 
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the analysis in its final judgment. In this instance, the failure to consider the argument 

was prejudicial to appellant, as the evidentiary materials attached to appellant’s motion 

demonstrate that the argument has merit. 

{¶39} The four tracts in question were not building lots, but instead were larger 

parcels of property, three of which had frontage on South Park Road. The 2001 general 

warranty deed from Plalan Lake and Park to Wickley had a specific provision governing 

the calculation of the road maintenance fees for these particular tracts. However, that 

deed also provided that if the roads upon which the tracts had frontage were ever sold 

to appellant, its bylaws would supersede the terms of the deed. 

{¶40} In regard to the four tracts involved, the bylaws have a relevant provision. 

Specifically, section 2.06(f) of the bylaws delineated two procedures for calculating the 

amount of road maintenance fees for the tracts: (1) $45.00 for every 500 feet of frontage 

if the land is “managed” for recreational use; or (2) $45.00 for every 200 feet of frontage 

if the land is “held” for any use other than recreational use. 

{¶41} According to appellant, Edwards could not invoke the 500 foot provision if 

he was merely holding the four tracts for his own personal recreation. Instead, in light of 

the inclusion of the word “managed” in the provision, the 500 foot provision is invoked if 

appellant is maintaining the property as a recreational area for other people. 

Appellant’s interpretation is predicated upon its assertion that, when the subdivision was 

formed in 1961, the four tracts in question were set aside for use as a park/resort. 

{¶42} Appellant’s undisputed evidentiary material readily supports its assertion. 

Attached to appellant’s summary judgment motion was a copy of the original plat for the 

subdivision. The authenticity of this document was never contested by Edwards. The 
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original plat clearly shows that the four at issue tracts were labeled as a “park resort 

area;” i.e., recreational area. In addition, appellant correctly notes that the 1961 

quitclaim deed contains a term that distinguished between the building lots and the 

“recreational” area: 

{¶43} “No owner of a lot in this subdivision shall have any interest in or right to 

use the recreational area or lake area in this subdivision as shown upon the plat 

recorded in Plat Volume 27, Page 8 of the Trumbull County Records unless he is the 

owner of an interest in such recreational area or lake area holding a deed or certificate 

evidencing such interest therein.” 

{¶44} In his response to appellant’s summary judgment motion, Edwards argued 

that the bylaw provision must be applied based on his current use of the four larger 

tracts, not upon the intended use in 1961. However, if the writer of the bylaw provision 

meant for the 500 feet provision to apply when the owner is only using the tracts for 

personal recreational purposes, there would have been no reason to include the word 

“managed” in the provision; i.e., the writer could have simply said that the rate was 

$45.00 for every 500 feet of frontage when the land was being held for recreational 

purposes. The inclusion of the word “managed” was intended to reference the 

proposed use of the four tracts under the original plat. 

{¶45} In his affidavit attached to his motion for summary judgment, Edwards 

averred that he was holding the four larger tracts as recreational property. He did not 

aver that he was managing the tracts as a recreational area for others. It is clear that 

the land at issue is currently part of one single residential lot. Accordingly, the $45.00 

per 200 feet provision applies rather than the 500 feet provision. 
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{¶46} The trial court’s decision is affirmed in part, reversed in part, and 

remanded. 

CYNTHIA WESTCOTT RICE, J., 

TIMOTHY P. CANNON, J., 

concurs.