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4852-4816-2235.13 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF FLORIDA 

PANAMA CITY DIVISION 

DESERET RANCHES OF NORTH 

FLORIDA, LLC, a Delaware limited 

liability company, 

Plaintiff, 

vs. 

THE ST. JOE COMPANY, a Florida 

corporation, 

Defendant. 

/ 

Case No. ___________ 

COMPLAINT FOR DECLARATORY JUDGMENT 

The Plaintiff, Deseret Ranches of North Florida, LLC (“DRNF”), sues the 

Defendant, The St. Joe Company (“St. Joe”), and alleges as follows: 

1. This is an action for declaratory judgment pursuant to the Federal 

Declaratory Judgment Act, 28 U.S.C. § 2201, and/or the Florida declaratory 

judgment statute, Chapter 86, Florida Statutes, involving a controversy concerning 

real property rights with a value in excess of $75,000.00, exclusive of interest and 

costs. 

2. Plaintiff DRNF is a Delaware limited liability company and duly 

authorized to conduct business in the State of Florida. Plaintiff DRNF’s sole member 

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is Farmland Reserve, Inc., a Utah nonprofit corporation, with its principal place of 

business also in Utah. 

3. Defendant St. Joe is a Florida corporation with its principal place of 

business in WaterSound, Florida. This Court also has personal jurisdiction over St. 

Joe pursuant to Section 10(d) of the Restrictive Covenant identified below. 

4. This Court has jurisdiction over this action pursuant to 28 U.S.C § 1332. 

5. Venue in this Court is proper pursuant to 28 U.S.C. § 1391(b)(1) and 

(2) because Defendant St. Joe resides in the Northern District of Florida, the real 

property at issue is located in the Northern District of Florida, and the parties agreed 

to the jurisdiction and venue of this Court in Section 10(d) of the Restrictive 

Covenant identified below. 

6. On or about November 6, 2013, an affiliate company of the Plaintiff 

DRNF, AgReserves, Inc. (“AgReserves”), entered into a Purchase and Sale 

Agreement (the “Purchase Agreement”) with the Defendant St. Joe whereby 

AgReserves agreed to purchase from Defendant St. Joe hundreds of thousands of 

acres of real property located in nine (9) Florida counties and more particularly 

depicted on Schedule A-1 to the Purchase Agreement (the “Timberlands”). 

7. A portion of the Timberlands to be acquired from Defendant St. Joe 

was located in Bay County, Florida, and is more particularly described on the special 

warranty deeds, attached hereto as Exhibit A (the “Property”). 

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8. Pursuant to the Purchase Agreement, AgReserves and its successors in 

interest had unlimited rights to use the Property except as restricted by Section 7.5 

of the Purchase Agreement, which provided a limited Post-Closing Use Restriction 

as follows: 

For a period of fifteen (15) years following the Closing, Purchaser, on 

behalf of itself and its successors and assigns, covenants and agrees that 

no development activity of any type, including, without limitation, any 

temporary or permanent improvement, clearing of development sites or 

other preparation for development, in each case related to or for the 

purpose of residential, commercial, retail, hotel, resort or 

industrial development, can be undertaken on all or any portion of 

the Core Timberlands, and that Purchaser and its successors and 

assigns shall not apply to any Governmental Authority for permission 

or approval to do any of the foregoing (provided, however, that this 

Section 7.5 shall not prohibit Purchaser or its successors or assigns from 

developing the Core Timberlands or constructing temporary or 

permanent improvements (or having a third party develop or construct 

improvements) in connection with forestry operations, the preservation 

of conservation lands and/or cattle and livestock operations on the Core 

Timberlands, or constructing residential improvements on the Core 

Timberlands for its employees engaged in forestry and/or cattle and 

livestock operations (but the same shall not be leased, sold or otherwise 

transferred to any third party)). 

(Emphasis Added). 

9. At the time that AgReserves and Defendant St. Joe entered into the 

Purchase Agreement, Defendant St. Joe’s core business was developing, managing, 

leasing, and selling other real property which it owned for retail centers, residential 

and resort communities, and mixed-use and industrial projects. At the time 

AgReserves and Defendant St. Joe entered into the Purchase Agreement, the 

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Timberlands and the Property consisted of agricultural and silvicultural lands, which 

included various uses, such as communications tower leases, dirt pits, hunting leases, 

palmetto berry sales, and bee leases, among others, that did not directly compete 

with Defendant St. Joe’s core business. 

10. In order to protect the Defendant St. Joe’s core business of developing, 

managing, leasing, and selling retail centers, residential and resort communities, and 

mixed-use and industrial projects, the Purchase Agreement identified certain 

portions of the Timberlands as “Core Timberlands,” and included in Section 7.5 a 

Post-Closing Use Restriction which had as its intended purpose to restrict 

AgReserves, and its successors in interest, from developing these Core Timberlands 

in a manner that directly competed with Defendant St. Joe’s core business. The Core 

Timberlands included the Property. 

11. On or about March 4, 2014, AgReserves, pursuant to its rights under 

the Purchase Agreement, designated that Defendant St. Joe transfer title to the 

Property directly to Plaintiff DRNF. In conjunction with Plaintiff DRNF’s obtaining 

title to the Property, Plaintiff DRNF and Defendant St. Joe entered into a Restrictive 

Covenant Agreement (the “Restrictive Covenant”) with respect to the Property, a 

true copy of which is attached hereto as Exhibit B. Similar Restrictive Covenant 

Agreements were also entered into by Plaintiff DRNF and Defendant St. Joe for 

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Core Timberlands located in Gulf County, Calhoun County, and Franklin County, 

Florida. 

12. The parties’ intent in entering into the Restrictive Covenant was to 

confirm the continued applicability of the Post-Closing Use Restriction with respect 

to the Property. Thus, the limited use restriction was stated in Section 1 of the 

Restrictive Covenant as follows: 

Grantor covenants and agrees, for the benefit of Grantee, that at all 

times until the Termination Date, no development activity of any type, 

including, without limitation, any temporary or permanent 

improvement, clearing of development sites or other preparation for 

development, in each case related to or for the purpose of 

residential, commercial, retail, hotel, resort or industrial 

development, can be undertaken on all or any portion of the 

Property (the “Prohibited Uses”) and the Grantor (and its successors 

and assigns) shall not apply to any Governmental Authority (as defined 

in the Purchase Agreement) for permission or approval of a Prohibited 

Use; provided, however, that nothing in this Agreement shall prohibit 

Grantor (or its successors or assigns) from developing the Property or 

constructing temporary or permanent improvements (or having a third 

party develop or construct improvements) in connection with forestry 

operations, the creation or preservation of conservation lands and/or 

cattle and livestock operations on the Property or on the other Core 

Timberlands (as defined in the Purchase Agreement) owned by Grantor 

or any Affiliate (as defined in the Purchase Agreement) of Grantor, its 

successors and assigns. For the avoidance of any doubt Grantor shall 

be permitted to construct residential improvements on the Property for 

its employees engaged in forestry and/or cattle and livestock operations 

(but the same shall not be leased, sold or otherwise transferred to any 

third party). 

(Emphasis added). 

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13. At the time the parties entered into the Restrictive Covenant, Defendant 

St. Joe’s core business remained the developing, managing, leasing, and sales of 

retail centers, residential and resort communities, and mixed-use and industrial 

projects, the Property remained as agricultural and silvicultural lands, and the 

purpose of the Restrictive Covenant was to restrict Plaintiff DRNF, and its 

successors in interest, from developing the Core Timberlands and Property in a 

manner that directly competed with Defendant St. Joe’s core business. 

14. At the time the Purchase Agreement and Restrictive Covenant were 

entered into by the parties, the Property was (and remains today) zoned by Bay 

County, Florida, as CSVH Conservation Habitation Zone. Pursuant to Section 7.05 

of Chapter 7 of the Bay County Land Development Regulations, this zoning 

classification identified as allowed uses, among others, agricultural and silvicultural 

uses (including as identified in Chapter 9 of the Bay County Land Development 

Regulations), communication towers, public utilities, and similar uses compatible 

with conservation of natural resources. 

15. Further, Chapter 9 of the Bay County Land Development Regulations 

identified permitted uses for property zoned agricultural, and identified among its 

permitted uses: public utilities including electric transmission lines and related 

facilities, water and/or sewer transmission lines, lift stations, and related facilities, 

natural gas or petroleum transmission lines, and other similar public utility uses; 

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communication towers; wind and solar energy farms (the latter identified in the 

zoning code as “photo-voltaic arrays”); and self-contained temporary industrial uses 

such as portable asphalt plants, pipe storage areas, or equipment storage areas for a 

specified time period. 

16. Also at the time the Purchase Agreement and Restrictive Covenant 

were entered into by the parties, the installation of communication towers and solar 

energy farms were generally considered consistent with the evolving use of 

agricultural and silvicultural lands. 

17. Consistent with the parties’ intent and the purpose of the Post-Closing 

Use Restriction and the Restrictive Covenant, in August 2017, the Plaintiff DRNF 

requested that Defendant St. Joe provide written confirmation that the installation of 

a communications tower on the Property was not a violation of the restrictions, and 

on August 28, 2017 the Defendant St. Joe provided this written confirmation by 

letter. A true copy of this letter is attached hereto as Exhibit C. 

18. On March 31, 2020, Plaintiff DRNF similarly informed Defendant St. 

Joe by letter that Plaintiff DRNF had entered into options to lease portions of the 

Property for installation of solar energy farms, and requested that Defendant St. Joe 

confirm that such use did not violate the restrictions in Section 7.5 of the Purchase 

Agreement and the Restrictive Covenant, like it had done with the communication 

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towers. A true copy of Plaintiff DRNF’s March 31, 2020 letter is attached hereto as 

Exhibit D. 

19. In a letter dated April 21, 2020, however, Defendant St. Joe denied 

DRNF’s request and wrongfully stated that installing the solar energy farms on the 

Property would violate Section 1 of the Restrictive Covenant. A true copy of 

Defendant St. Joe’s April 21, 2020 letter is attached hereto as Exhibit E. 

20. As demonstrated by Plaintiff DRNF’s March 31, 2020 letter request 

and Defendant St. Joe’s April 21, 2020 letter response, the parties disagree whether 

the Purchase Agreement and the Restrictive Covenant restrict the installation and 

operation of solar energy farms on the Property. 

21. While Section 7.5 of the Purchase Agreement and the Restrictive 

Covenant do not expressly address the installation of solar energy farms (or 

communication towers), the installation of solar energy farms (like communication 

towers) on the Property is not restricted, nor was it intended by the parties to be 

restricted when they executed the agreements because such activity does not directly 

compete with Defendant St. Joe’s core business. 

22. The installation of solar energy farms (like communications towers) 

does not constitute “development activity . . . related to or for the purpose of 

residential, commercial, retail, hotel, resort or industrial development” that is 

restricted by Section 7.5 of the Purchase Agreement and the Restrictive Covenant to 

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prevent direct competition to Defendant St. Joe’s core business on the Core 

Timberlands. Further, such restrictive covenants are to be strictly and narrowly 

construed. 

23. Moreover, both the Purchase Agreement and the Restrictive Covenant 

except from the restrictions on the Property “developing the Property or constructing 

temporary or permanent improvements (or having a third party develop or construct 

improvements) in connection with forestry operations, the creation or preservation 

of conservation lands and/or cattle and livestock operations on the Property.” The 

installation of solar energy farms (like communications towers) is consistent with 

development of the Property in connection with Plaintiff DRNF’s evolving 

agricultural and silvicultural operations, as solar energy farms are typically 

developed around the country on property that is part of agricultural and silvicultural 

operations, and not on commercial properties. 

24. In addition, the installation of solar energy farms (like communication 

towers) is consistent with the agricultural and silvicultural use of the Property under 

Bay County’s applicable Zoning and Land Development Regulations that were in 

existence at the time the Purchase Agreement and Restrictive Covenant were 

executed, as well as currently, which specifically identify solar energy farms 

(identified as photo-voltaic arrays) and public utility uses as among the many 

allowed agricultural uses for the Property as zoned. 

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25. Plaintiff has entered into options to lease portions of the Property for 

installation of solar energy farms, which options are contingent upon Plaintiff’s right 

to do so under Section 7.5 of the Purchase Agreement and Restrictive Covenant. 

26. Thus, there is a bona fide, actual, present, and practical need for this 

Court to render declaratory judgment as to whether Plaintiff DRNF can allow the 

installation and operation of solar energy farms on the Property under the Purchase 

Agreement and the Restrictive Covenant. 

27. The Purchase Agreement, the Restrictive Covenant, options to lease 

portions of the Property for installation of solar energy farms, and the letters between 

the parties provide a present ascertained or ascertainable state of facts, or a present 

controversy about a state of facts. 

28. This Court’s interpretation of the Purchase Agreement and the 

Restrictive Covenant will determine the rights and obligations of the parties. 

Therefore, a power, privilege, immunity, or right of the party seeking relief is 

dependent on the facts or the law applicable to the facts. 

29. As indicated in its April 21, 2020, letter, Defendant St. Joe is actually 

and presently adverse and antagonistic to Plaintiff DRNF’s interpretation of the 

Purchase Agreement and the Restrictive Covenant and Plaintiff DRNF’s plans to 

allow the installation and operation of solar energy farms on the Property. Therefore, 

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Defendant St. Joe has an actual, present, adverse, and antagonistic interest in the 

subject matter, either in fact or law. 

30. The antagonistic and adverse interests are all before the Court by proper 

process because all of the interested parties are the named parties to this lawsuit. 

31. Declaratory judgment will resolve the parties’ disagreement and either 

allow or disallow Plaintiff DRNF to proceed with its options to lease portions of the 

Property for installation of solar energy farms, and therefore would not be merely 

giving legal advice. 

32. The Plaintiff DRNF has been required to retain the undersigned 

attorneys to bring this action, and is obligated to pay said attorneys the fees and costs 

incurred for their services. Pursuant to Section 12.14 of the Purchase Agreement and 

Section 3(b) of the Restrictive Covenant, Plaintiff DRNF is entitled to recovery of 

these attorney’s fees and costs from Defendant St. Joe if Plaintiff DRNF prevails in 

this action. 

WHEREFORE, Plaintiff Deseret Ranches of North Florida, LLC respectfully 

requests that this Court enter judgment in its favor and against Defendant The St. 

Joe Company: 

(1) declaring that the installation and operation of commercial solar energy 

farms and related solar and transmission equipment on the Property and Core 

Timberlands by Plaintiff DRNF (or its successors in interests, agents or lessees) is 

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not prohibited or restricted under Section 7.5 of the Purchase Agreement and the 

Restrictive Covenant; 

 (2) awarding a judgment in favor of Plaintiff DRNF and against Defendant 

St. Joe for the attorney’s fees and costs Plaintiff DRNF incurs in this action; and 

(3) ordering such other and further relief as this Court deems necessary and 

appropriate. 

Dated: May 19, 2020. 

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/s/ John A. Tucker ________________ 

John A. Tucker 

Florida Bar No. 0356123 

Primary E-mail: jtucker@foley.com 

Secondary E-mail: 

avwilliams@foley.com 

Foley & Lardner LLP 

One Independent Drive, Suite 1300 

Jacksonville, FL 32202-5017 

Telephone: 904-359-2000 

Facsimile: 904-359-8700 

Nicholas J.P. Meros 

Florida Bar No. 0120270 

Primary E-mail: nmeros@foley.com 

Secondary E-mail: bhurn@foley.com 

Foley & Lardner LLP 

106 E College Avenue, Suite 900 

Tallahassee, FL 32201 

Telephone: 850-222-6100 

Facsimile: 850-561-6475 

Attorneys for Plaintiff Deseret Ranches 

of North Florida, LLC

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