Supreme Court of Texas

══════════

No. 20-0857

══════════

JBrice Holdings, L.L.C., and 231 W. Trioaks Lane, an individual 

series of JBrice Holdings, L.L.C.,

Petitioners,

v.

Wilcrest Walk Townhomes Association, Inc., 

Respondent

═══════════════════════════════════════

On Petition for Review from the

Court of Appeals for the Fourteenth District of Texas

═══════════════════════════════════════

Argued February 2, 2022

JUSTICE BLAND delivered the opinion of the Court.

The law favors owners’ rights to use and enjoy their property.

1 

Owners often agree to restrict these rights for the benefit of the 

community, however, as they do when purchasing property subject to 

neighborhood restrictive covenants.2 Some neighborhood covenants

1 Tarr v. Timberwood Park Owners Ass’n, 556 S.W.3d 274, 279 (Tex. 

2018).

2 Id. 
2

empower their homeowners’ associations to adopt even further 

restrictions. Because a property owner’s consent to a restriction is the 

foundation for its legitimacy, courts will enforce it only if the deed 

incorporates the restriction or authorizes its adoption at the time of 

purchase, or when governing law otherwise permits the restriction.

3

In this dispute between a homeowners’ association and a 

townhome owner, the trial court enjoined the owner from renting its 

townhomes for terms of fewer than seven days. The trial court ruled 

that the short-term rentals breached a residential-use provision found 

within the neighborhood’s deed restrictions. The court of appeals 

affirmed on a different basis, holding that the homeowners’ association 

possessed independent authority to restrict short-term rentals under

Section 204.010(a)(6) of the Property Code.

4

We conclude that neither the deed covenants nor the Property 

Code authorized the homeowners’ association to impose a short-term 

rental restriction. The covenants explicitly forbid restraints on an 

owner’s right to lease unless the restriction is contained within the 

neighborhood’s governing documents. The governing documents, in 

turn, contain no covenant that restricts the duration of an otherwise 

3 See id. at 280–81 (observing that courts enforce such agreements 

“subject to certain well-established limitations,” including that buyers must 

have “actual or constructive knowledge” of them upon purchase).

4 638 S.W.3d 712, 718 (Tex. App.—Houston [14th Dist.] 2020); Tex. 

Prop. Code § 204.010(a) (“Unless otherwise provided by the restrictions or the 

association’s articles of incorporation or bylaws, the property owners’ 

association, acting through its board of directors or trustees, may: . . . 

(6) regulate the use, maintenance, repair, replacement, modification, and 

appearance of the subdivision . . . .”).
3

permissible lease. Further, the association had no statutory authority 

to restrict short-term rentals. Section 204.010(a)(6) does not authorize 

associations to adopt rules that conflict with their governing deed 

covenants, and the association’s rules in this case conflict with the

covenant providing that “there shall be no restriction on the right of any 

townhouse owner to lease his unit” unless it is stated in the covenants 

themselves. Accordingly, we reverse the court of appeals’ judgment, 

render judgment in favor of the townhome owner, and remand the case 

to the trial court for the consideration of attorney’s fees.

I

Jerry Brice purchased two townhomes in the Wilcrest Walk 

subdivision through his company, JBrice Holdings, L.L.C., the 

petitioner. JBrice then offered the townhomes for lease on a vacation 

rental website. The record does not contain a copy of any lease 

agreement, but website listings advertise the townhomes for rent for 

two- and three-night minimums. 

The townhomes in Wilcrest Walk are subject to neighborhood 

deed covenants. The covenants also empower the Wilcrest Walk 

Townhomes Association, the respondent, to enforce the covenants and 

otherwise govern the community. 

One of the Wilcrest Walk covenants governs leasing activity. 

Leases must be in writing and tenants must comply with the 

neighborhood covenants. This covenant, however, limits additional

restraints on an owner’s right to lease. A leasing restriction must be

found within the covenants or in the Association’s governing documents; 
4

otherwise, “there shall be no restriction on the right of any townhouse

owner to lease his unit”:

[A]ll leases of any townhouse units must: (i) be in writing, 

and (ii) provide that such leases are specifically subject in 

all respects to the provisions of the Declaration, Articles of 

Incorporation and By-laws of the Association, and that any 

failure by the lessee to comply with the terms and 

conditions of such documents shall be a default under such 

leases. Other than the foregoing, there shall be no 

restriction on the right of any townhouse owner to lease his 

unit.5

Thus, the leasing covenant permits owners to lease their property, so 

long as the lease and the owner’s tenants comply with the covenants and 

the Association’s bylaws.

Another covenant limits townhome occupancy to “private single 

family residence[s] for the Owner, his family, guests and tenants,” and

it forbids commercial uses: 

No Owner shall occupy or use his Building Plot or building 

thereon, or permit the same or any part thereof to be 

occupied or used for any purpose other than as a private 

single family residence for the Owner, his family, guests 

and tenants . . . . No Building Plot shall be used or occupied 

for any business, commercial, trade or professional 

purposes either apart from or in connection with the use 

thereof as a residence.

Because this residential-use clause is a part of the deed 

covenants, its limits apply to leased property notwithstanding the “no 

restriction” on leasing covenant.

5 Emphasis added.
5

The Association demanded that JBrice stop leasing its 

townhomes for short-term rentals. In response, JBrice sued to enforce 

the covenant granting it the right to lease without restriction. JBrice 

observed that neither the residential-use clause nor any other covenant 

limits an owner’s right to rent his property for a minimum duration. The 

Association counterclaimed, alleging breach of the residential-use

provision, and it further asserted a nuisance claim.

Meanwhile, the Association adopted rules forbidding townhome 

rentals that would require an owner to remit state hotel tax, effectively 

banning rentals of fewer than thirty days.

6 JBrice amended its suit,

seeking a declaration that the Association’s new rules are unenforceable 

because they conflict with the Wilcrest Walk covenant limiting 

restraints on an owner’s right to lease. 

The trial court granted partial summary judgment to the 

Association, ruling that JBrice had violated the residential-use 

restriction. After an evidentiary hearing, the court permanently 

enjoined JBrice from leasing its townhomes for periods of fewer than 

seven days. 

The court of appeals affirmed on different grounds.7 It held that 

Property Code Section 204.010(a)(6) authorized the Association to adopt 

6 Tax Code Chapter 156 imposes a hotel occupancy tax on persons who 

purchase the right to use or occupy a hotel room costing more than $15 a day. 

Tex. Tax Code § 156.051(a). Under Chapter 156, “‘hotel’ includes a short-term 

rental,” id. § 156.001(b), but it “does not impose a tax on a person who has the 

right to use or possess a room in a hotel for at least 30 consecutive days,” id.

§ 156.101. 

7 638 S.W.3d at 718.
6

rules banning short-term rentals. Section 204.010(a)(6) grants owners’ 

associations in Harris County the authority to regulate property uses 

within their neighborhoods, provided that the regulations do not conflict 

with the neighborhood’s deed covenants.8 Despite the Wilcrest Walk 

covenant limiting the Association’s power to impose restraints on an 

owner’s right to lease, the court of appeals concluded that the 

Association could impose rules limiting short-term rentals because the 

governing documents are silent as to the specific duration of any lease.9 

We granted review.

II

Restrictive covenants are contracts that run with the land,

10 and 

are “subject to the general rules of contract construction.”

11 We review 

“a trial court’s interpretation of a restrictive covenant de novo.”12 A 

covenant under review “may not be enlarged, extended, stretched or 

changed by construction.”13 Thus, to validly limit an owner’s property 

8 Tex. Prop. Code § 204.010(a) (“Unless otherwise provided by the 

restrictions or the association’s articles of incorporation or bylaws, the property 

owners’ association, acting through its board of directors or trustees, may: . . . 

(6) regulate the use, maintenance, repair, replacement, modification, and 

appearance of the subdivision . . . .”).

9 638 S.W.3d at 718.

10 Inwood N. Homeowners’ Ass’n, Inc. v. Harris, 736 S.W.2d 632, 635 

(Tex. 1987).

11 Tarr, 556 S.W.3d at 280 (quoting Pilarcik v. Emmons, 966 S.W.2d 

474, 478 (Tex. 1998)).

12 Id. (citing Buckner v. Lakes of Somerset Homeowners Ass’n, 133 

S.W.3d 294, 297 (Tex. App.—Fort Worth 2004, pet. denied)).

13 Id. (quoting Wilmoth v. Wilcox, 734 S.W.2d 656, 657 (Tex. 1987)).
7

use, a covenant must plainly prohibit that use.14 Otherwise, an owner

“who purchases for value and without notice takes the land free from 

the restriction.”15 As with contracts, courts should avoid an 

interpretation of one covenant that nullifies another.

16 

A

We first determine whether short-term rentals violate an existing 

Wilcrest Walk deed covenant. If so, then the covenant that prohibits 

restraint of an owner’s right to lease does not protect that use—the 

leasing covenant is subject to leasing conditions contained within the 

restrictions themselves. The Association argues that we should read the 

residential-use covenant to exclude short-term rentals. JBrice responds 

that this provision does not forbid short-term rentals, so long as those 

rentals comply with the neighborhood’s deed restrictions, bylaws, and 

articles of incorporation.

The Wilcrest Walk residential-use restriction states:

No Owner shall occupy or use his Building Plot or building 

thereon, or permit the same or any part thereof to be 

occupied or used for any purpose other than as a private 

single family residence for the Owner, his family, guests 

and tenants . . . . No Building Plot shall be used or occupied 

for any business, commercial, trade or professional 

purposes either apart from or in connection with the use 

thereof as a residence.

14 Id. at 281–82. The principle that courts will give effect to covenants 

according to their plain meaning is “well established.” Id. at 282.

15 Davis v. Huey, 620 S.W.2d 561, 566 (Tex. 1981).

16 Tarr, 556 S.W.3d at 280 (quoting Pilarcik, 966 S.W.2d at 479).
8

Our Court interpreted a similar residential-use covenant in Tarr 

v. Timberwood Park Owners Association.

17

 In Tarr, we held that 

covenants requiring “residential use” of the property do not exclude 

short-term rentals absent language requiring a minimum duration for a 

tenant’s occupancy.

18 The homeowners’ association in that case argued 

that “residential” implies physical occupancy with an intent to remain 

for a substantial period of time.

19

 Our Court rejected this

characterization because the covenant language “includes no such 

specification and remains otherwise silent as to durational 

requirements.”20 Similarly, though the single-family-residence 

covenant limited the type of structure that an owner could build, it did 

not limit leasing activity.

21

In an effort to distinguish Tarr, the Association argues that the 

Wilcrest Walk residential-use covenant regulates the use of the 

property, unlike the restriction in Tarr, which merely regulated activity 

occurring on the property. JBrice generates rental income from its 

leases, which, the Association argues, makes JBrice’s use commercial 

rather than residential. Further, in the Association’s view, a short-term 

tenant’s use is not residential; rather, courts should classify such 

tenants as licensees, like hotel guests, instead of true lessees. Finally, 

17 Id. at 288.

18 Id. at 290–91.

19 Id. at 288.

20 Id. at 291.

21 Id. at 287.
9

the Association notes that the Wilcrest Walk covenant requires an 

occupant’s use to be both residential and “private.” 

JBrice responds that Tarr squarely holds that “residential use” 

and its variants do not restrict short-term rentals absent express 

language in the deed covenants. Rental income does not violate the 

prohibition on commercial use because it is residential occupation that 

generates the income, not commercial activity on the property. JBrice 

observes that the Wilcrest Walk deed covenants set no minimum 

duration for townhome rentals. The “private” use restriction in the 

covenants refers to a resident’s exclusive possession of the property, not 

a prohibition on short-term rentals. Finally, JBrice argues that the 

Association’s interpretation ignores the Wilcrest Walk covenant that 

forbids lease restrictions by implication: other than the covenants, the 

articles of incorporation, and the bylaws, “there shall be no restriction 

on the right of any townhouse owner to lease his unit.”

B

Like the restriction in Tarr, the Wilcrest Walk residential-use 

covenant describes the permitted use of a townhome and imposes no 

minimum on the duration of a lease agreement.22 The reading of 

“residential” the Association advances—that the term implies a lease of 

a particular duration—is identical to the reading we rejected in Tarr. 

We reject it here as well. 

22 See id. at 288 (observing that the use restriction provided that the 

tract “shall be used solely for residential purposes, except tracts designated 

. . . for business purposes”).
10

The Association notes that we did not address in Tarr whether 

“establishing an LLC and generating income from [the] property” 

violates a residential-use covenant.23 In Tarr, we observed that 

“another court may reach a different conclusion if the covenant it 

reviews defines ‘residential’ or ‘business’ uses by specifically 

enumerating prohibited conduct.”

24 

The Wilcrest Walk covenants, however, do not preclude rental 

income generated by residential occupancy, just as in Tarr.

25

 The 

townhomes are not “to be occupied or used for any purpose other than 

as a private single family residence for the Owner, his family, guests and 

tenants.”

26 Thus, the Wilcrest Walk covenants except tenant use from 

commercial activity by equating tenant use with owner, family, and 

guest use. When the income derived from a use is in the form of rent, 

and the nature of that use is residential occupancy, then this 

residential-use provision does not prohibit it. As JBrice notes, its 

leasing business does not occupy the premises; its tenants do. Because 

tenants are included among those permitted to use the townhomes, with 

no expressed restriction as to the minimum duration of such use, a 

short-term tenant does not violate the residential-use covenant. 

Nor does the required “private” character of the use impose a

minimum limit on the duration of a lease. In this context, “private” 

23 Id. at 289. 

24 Id. at 291.

25 Id. at 290–91.

26 Emphasis added.
11

means “for the use of one particular person or group of people only.”27 

In the Wilcrest Walk covenants, such a group expressly includes

“tenants,” which deprives “private” of the meaning the Association 

assigns the term. To conclude that “private” use means “noncommercial” use would render the commercial-use prohibition—and its 

exception for tenants—superfluous.28 Even if “private” ordinarily could 

evoke non-commercial use, the commercial use provision excepts tenant 

occupancy, and it requires no minimum duration for the exception to 

apply. In Tarr, we held that commercial- and business-use prohibitions 

do not, without more, impose a durational limit on leasing.29 The 

addition of “private” in the covenant does not do so either.

The Association argues that short-term occupancy is not private, 

and thus it is different in character from long-term rentals. The 

Association equates short-term occupancy to hotel use. JBrice responds 

27 Private, New Oxford American Dictionary (3d ed. 2010). The 

Association seeks to equate “private” with “non-commercial,” relying on the 

court of appeals’ decision in Wein v. Jenkins, No. 03-04-00568-CV, 2005 WL 

2170354, at *3 (Tex. App.—Austin Sept. 9, 2005, no pet.). In Wein, the court 

upheld a determination that “the phrase ‘single-family, private residential 

purposes’ does not include the operation of any ‘commercial business in the 

nature of a hotel, “bed & breakfast,” inn, or venue for parties, business 

meetings, or retreats.’” Id. at *2–3. Tarr, however, distinguished the uses in 

Wein from short-term rentals where business does not take place on-site. Tarr, 

556 S.W.3d at 292 n.15.

28 See King v. Dall. Fire Ins. Co., 85 S.W.3d 185, 193 (Tex. 2002) (noting 

that courts construe contracts to “give effect to all contract provisions, and 

render none meaningless”).

29 Tarr, 556 S.W.3d at 290–91.
12

that the lease agreement is no different in either case.30 We decline to 

differentiate between short-term and long-term tenancy in a manner 

that the covenants themselves do not. The Association introduced no 

agreement to demonstrate that JBrice granted a license rather than a 

tenancy to occupants of its townhomes. 

We reject the Association’s attempt to categorize leases of a 

particular term as something other than a lease. A lease is “[a] contract 

by which a rightful possessor of real property conveys the right to use 

and occupy the property in exchange for consideration[.]”31 We observed 

in Tarr that a short-term rental is a lease so long as it maintains the 

characteristics of a lease; namely, the right to use and occupy the 

property.

32 JBrice contracts with tenants to allow them the right to 

exclusively occupy the townhomes for the duration specified in the 

rental agreements; the evidence does not indicate otherwise. The trial 

court had no basis from which to conclude that JBrice’s rental 

agreements were not leases.33

30 The Association argues that a short-term rental is more like a hotel

license because a short-term renter is a transient occupant. JBrice’s shortterm rentals are advertised to the general public as a hotel alternative and are 

subject to occupancy tax. In response, JBrice contends that a short-term rental 

is a true lease because a short-term renter contracts for the right of exclusive 

possession of a property. Under Tarr, a short-term rental—even one subject 

to hotel occupancy taxes—is not a hotel use if the owner conducts no business 

onsite. See Tarr, 556 S.W.3d at 292 & n.15. This distinction applies here as 

well.

31 Lease, Black’s Law Dictionary (11th ed. 2019).

32 Tarr, 556 S.W.3d at 290–91.

33 JBrice’s listings indicate that tenants are subject to minimum stays, 

house rules, and other terms.
13

Of the limits on leasing that exist within the Association’s 

covenants, none imposes a minimum lease term. In interpreting 

covenants, courts do not extrapolate restrictions beyond those to which 

the owners agreed—particularly here, where the covenants expressly 

forbid it.34 Because the Wilcrest Walk covenants do not require owners 

who choose to rent their townhomes to do so for a particular duration, 

the trial court erred in imposing a minimum lease term by injunction.

C

Having concluded that the Wilcrest Walk covenants do not 

prohibit short-term rentals, we next determine whether the Property 

Code independently authorizes the Association to prohibit them.

In response to JBrice’s suit, the Association adopted new rules 

that prohibit rentals subject to the state’s Hotel Occupancy Tax—in 

other words, rentals of fewer than 30 days.35 The court of appeals held 

that the Property Code authorized these rules.36 This is error, JBrice 

argues, because the Wilcrest Walk covenants provide the first and last 

word on leasing. The “no restriction” on an owner’s right to lease is a 

covenant that deprives the Association of the independent authority to 

restrict leasing, effectively preempting any rule-making authority that 

Section 204.010(a)(6) grants.

34 Tarr, 556 S.W.3d at 280; Wilmoth, 734 S.W.2d at 657 (“The words 

used in the restriction, and the restriction as a whole, may not be enlarged, 

extended, stretched or changed by construction.”).

35 See Tex. Tax Code §§ 156.051(a), .001(b), & .101 (imposing Hotel 

Occupancy Tax on purchaser of right to use or occupy hotel room, including 

short-term rental, but not on permanent resident, i.e., “person who has the 

right to use or possess a room in a hotel for at least 30 consecutive days”).

36 638 S.W.3d at 718.
14

The Association responds that the Wilcrest Walk covenants and 

the Association’s rules do not conflict because the rules simply “flesh out 

and particularize” leasing so as to further define it in the deed 

restrictions. In addition, in the Association’s view, short-term rentals 

do not constitute “leasing.”

Section 204.010(a)(6) permits property associations within Harris 

County to regulate property uses within a given subdivision, unless the 

governing documents say the association cannot: 

Unless otherwise provided by the restrictions or the 

association’s articles of incorporation or bylaws, the 

property owners’ association, acting through its board of 

directors or trustees, may . . . regulate the use, 

maintenance, repair, replacement, modification, and 

appearance of the subdivision[.]

37

The important caveat at the outset of the statute prevents 

association actions contrary to the owners’ agreements found in the deed 

restrictions. Our Court has upheld the statute’s limitation when the

deed restrictions “otherwise provided” that the association lacked 

authority to adopt contrary rules.38 The property owners in Brooks v. 

Northglen Association challenged the association’s assessment

increases.

39 Because the deed restrictions in that case limited annual 

increases to a prescribed mechanism, we held that the association’s

unilateral assessments conflicted with the deed restrictions’ explicit 

provisions for increasing assessments.

40

37 Tex. Prop. Code § 204.010(a)(6) (emphasis added).

38 Brooks v. Northglen Ass’n, 141 S.W.3d 158, 166–68 (Tex. 2004).

39 Id. at 166.

40 Id. at 168.
15

Like the assessment increases in Brooks, the Association’s rules 

prohibiting short-term rentals conflict with the Wilcrest Walk deed

restrictions because the restrictions “otherwise provide” that the 

Association must not restrain an owner’s right to lease a townhome 

beyond restrictions found in the neighborhood’s governing documents. 

Absent an express covenant or bylaw, “there shall be no restriction on 

the right of any townhouse owner to lease his unit.” “No restriction” 

means no restriction. The covenants are not silent as to the 

Association’s authority to adopt additional rules affecting owners’

leasing rights. 

Because the Association’s rules conflict with the deed restrictions, 

we hold that Section 204.010(a)(6) did not grant the Association 

independent authority to adopt them.

D

The Association is not without recourse against conduct of

short-term tenants or rental-property owners that unduly interferes

with the use and enjoyment of other owners within the community.

Should seventy-five percent of the townhome owners agree, the deed 

restrictions permit the neighborhood to amend the covenants to restrict 

leasing. And, under the current version of the deed restrictions, the 

Association may pursue relief from a tenant’s nuisance or annoyance.41 

41 The nuisance restriction provides: “No noxious or offensive activity 

shall be carried on upon any Building Plot, or the Common Area, nor shall 

anything be done thereon which may be or may become an annoyance or 

nuisance to the other Owners.” The annoyance restriction provides: 

No activity shall be carried on upon any Building Plot or the 

Common Area which might reasonably be considered as giving 
16

The Association urges us to affirm the judgment on the 

alternative ground that JBrice breached the annoyance and nuisance 

provisions. While the Association pleaded such a breach, the final 

judgment affords no relief based on this claim. The judgment expressly 

recites that the Association “non-suited its nuisance claims.”42 We thus 

decline the Association’s request to uphold the judgment based on a 

liability theory that the trial court did not find.

* * *

We hold that the deed restrictions in this case do not prohibit 

short-term rentals. We further hold that Property Code Section 

204.010(a)(6) does not independently authorize a homeowners’

association to adopt rules prohibiting short-term rentals when the

neighborhood covenants expressly limit restraints on an owner’s right 

to lease not found within the covenants themselves. Because neither 

the deed covenants nor the Property Code authorizes the Association’s 

limits on short-term leasing, the trial court erred in granting injunctive 

relief forbidding short-term rentals. We reverse the judgment of the 

annoyance to neighbors of ordinary sensibilities and which 

might be calculated to reduce the desirability of the Properties 

as a residential neighborhood . . . . The Board of Directors of the 

Association shall have the sole and exclusive discretion to 

determine what constitutes an annoyance.

42 This is consistent with the Association’s representations at final 

judgment. The trial court did not adopt findings of fact or conclusions of law, 

but the Association proposed conclusions that premised relief based only on 

violations of the residential-use provision and the Association’s authority to 

adopt amended rules barring short-term rentals. Consistent with the trial 

court’s final judgment incorporating the Association’s nonsuit of “its nuisance 

claims,” the Association did not request findings or conclusions that JBrice had 

breached the nuisance or annoyance deed covenants.
17

court of appeals, vacate the permanent injunction, and remand the case 

to the trial court for consideration of attorney’s fees.

Jane N. Bland

Justice

OPINION DELIVERED: April 22, 2022