Present: Kinser, C.J., Lemons, Goodwyn, Millette, McClanahan 

and Powell, JJ., and Russell, S.J.

TOWN OF LEESBURG, ET AL.

v. Record No. 111658 OPINION BY

JUSTICE S. BERNARD GOODWYN

LONG LANE ASSOCIATES June 7, 2012

LIMITED PARTNERSHIP

CORNERSTONE CHAPEL

v. Record No. 111662

LONG LANE ASSOCIATES 

LIMITED PARTNERSHIP

FROM THE CIRCUIT COURT OF LOUDOUN COUNTY

J. Howe Brown, Judge

In this appeal, we consider whether the circuit court 

erred in finding that a locality needs the consent of a 

neighboring property owner to rezone a parcel that was 

originally part of an undivided property, to which certain 

proffers applied. We also consider whether a landowner can 

acquire a vested right in a road shown on a town plan or in the 

zoning classification of neighboring property.

Background

In an action filed in the Circuit Court of Loudoun County, 

Long Lane Associates Limited Partnership (Long Lane) challenged 

ordinances adopted by the town council of the Town of Leesburg 

(the Town) concerning property owned by an adjoining landowner. 

The challenged ordinances rezoned property owned by Cornerstone 

Chapel (Cornerstone), amended the Town Plan to remove a portion 
2

of a public road (Tolbert Lane), which was to cross 

Cornerstone’s property, and approved a special exception to 

permit Cornerstone to operate a day care center on its 

property.

Long Lane and Cornerstone own adjacent properties 

subdivided from a parcel formerly owned by High Point 

Associates (High Point). Prior to subdivision, High Point 

proffered, and the Town accepted, conditions on the entire 

parcel. The circuit court ruled that the Town lacked authority 

to approve Cornerstone’s request to rezone its property or 

amend its zoning conditions without Long Lane’s consent because 

Long Lane had a vested right in the completion of Tolbert Lane 

and the development set forth in the proffered conditions. The 

Town and Cornerstone appeal.

Facts

In 1987, High Point applied to the Town for a zoning 

district map amendment to rezone 38.37 acres of land. High 

Point's rezoning request proceeded through the planning 

commission to the town council. High Point requested the 

property be rezoned to Town PEC (planned employment center) and 

added eleven enumerated proffers to its request (the ZM-98 

proffers).

In 1988, the town council adopted an ordinance (“the High 

Point Rezoning Ordinance”) rezoning High Point's property to 
3

PEC and amended the Town's zoning district map accordingly. 

The rezoning ordinance adopted by the Town specifically stated 

that the rezoning was subject to the eleven enumerated 

conditions that High Point proffered in writing in accordance 

with former Code § 15-1.491(a) (now Code § 15.2-2303(A)).

The Town Plan included a cut-through roadway across the 

38.37-acre property, Tolbert Lane, which, when completed, would 

connect Battlefield Parkway with Sycolin Road. One of the ZM98 proffers required the applicant to "construct [and dedicate 

to the Town] the on-site streets, acceleration and deceleration 

lanes, and necessary turning lanes designed on" the rezoning 

plan, as subdivided sections of the property were approved for 

development.

In 1992, Long Lane purchased a 5.3-acre parcel subdivided 

from the 38.37-acre parcel owned by High Point. Long Lane 

built a commercial building on its property, which it leased to 

C&P Telephone Company (now Verizon).

To provide access to its property, Long Lane constructed 

an extension of Tolbert Lane. George Shute, Jr., a principal 

of Long Lane, testified that in extending Tolbert Lane across 

its property, Long Lane built the extension longer and wider 

than necessary to maintain ingress and egress to its property,

in reliance on the dimensions required by the ZM-98 proffers.
4

After Long Lane purchased its property, the American Red 

Cross and Cornerstone purchased the remaining parcels 

subdivided from the High Point property. Cornerstone’s parcel 

is 28.32 acres. Since the 1988 rezoning, the only building or 

development on the original 38.37-acre parcel has been on Long 

Lane’s property.

In 2008, Cornerstone filed three applications to amend the 

zoning and conditions affecting its property in order to 

construct a church on its land. First, Cornerstone requested 

an amendment of the Town Plan to remove a proposed section of 

Tolbert Lane that was located on Cornerstone's property and had 

not yet been constructed. Second, Cornerstone requested a 

change in the zoning district from PEC to B-3 community retail, 

which allows a church as a permitted use. Third, Cornerstone 

requested a special exception to allow it to operate a daycare 

center on the church premises.

When considering the request to amend the Town Plan, the 

Town noted that its transportation needs had changed 

substantially between 1988, when the ZM-98 proffers were 

enacted, and 2008, when Cornerstone filed its application to 

amend the Town Plan. Originally, the Town intended Tolbert 

Lane to be substantially used as a cut-through to connect 

Battlefield Parkway with Sycolin Road. However, as other roads 

in the Town developed, Tolbert Lane evolved into a local 
5

street, serving as an access street for the parcels in the 

original High Point 38.37 acres. As the Town no longer 

considered completion of Tolbert Lane necessary, it adopted 

Cornerstone's requested ordinance removing from the Town Plan 

the proposed portion of Tolbert Lane that was to cross 

Cornerstone's property. This resulted in Tolbert Lane ending

at the cul-de-sac that Long Lane had constructed and dedicated 

to the Town.

The town council also adopted an ordinance approving the 

rezoning of Cornerstone's property from PEC to B-3 community 

retail. The ordinance amended the ZM-98 conditions affecting 

Cornerstone's property by removing them and instituting new 

conditions that Cornerstone had proffered as part of its 

rezoning application. Additionally, the town council approved

Cornerstone's special exception application to operate a 

daycare center. 

Shute and his attorney appeared at the public hearings 

before the planning commission and the town council and 

objected to Cornerstone's applications. Shute argued that the 

Town could not amend the application of the conditions required 

by the High Point Rezoning Ordinance without the consent of all 

owners of property originally included in the rezoning. Long 

Lane did not consent to the Cornerstone rezoning and proffer 

amendment because it did not want to lose the compatible zoning 
6

that surrounded its property and the opportunity to have a 

public through-road.

Analysis

The circuit court declared Long Lane to have “a vested 

right to the completion of Tolbert Lane and the development set 

forth in the ZM-98 proffers approved by Town Ordinance . . . .” 

It ruled that the Town’s approval of Cornerstone’s request for 

rezoning was void and of no effect because it violated Long 

Lane’s vested rights under the High Point Rezoning Ordinance 

and that the rezoning as well as the amendment to the Town Plan 

and the granting of the special use permit were thus “illegal, 

void and of no effect.” We disagree.

Code § 15.2-2307, the vested rights statute, provides:

Nothing in this article shall be construed to 

authorize the impairment of any vested right. 

Without limiting the time when rights might otherwise 

vest, a landowner's rights shall be deemed vested in 

a land use and such vesting shall not be affected by 

a subsequent amendment to a zoning ordinance when the 

landowner (i) obtains or is the beneficiary of a 

significant affirmative governmental act which 

remains in effect allowing development of a specific 

project, (ii) relies in good faith on the significant 

affirmative governmental act, and (iii) incurs 

extensive obligations or substantial expenses in 

diligent pursuit of the specific project in reliance 

on the significant affirmative governmental act.

For purposes of this section and without 

limitation, the following are deemed to be 

significant affirmative governmental acts allowing 

development of a specific project: (i) the governing 

body has accepted proffers or proffered conditions 
7

which specify use related to a zoning amendment 

. . . .

The purpose of Code § 15.2-2307 is to provide "for the vesting 

of a right to a permissible use of property against any future 

attempt to make the use impermissible by amendment of the 

zoning ordinance . . . ." Goyonaga v. Board of Zoning Appeals, 

275 Va. 232, 244, 657 S.E.2d 153, 160 (2008) (emphasis in 

original).

The Town approved the rezoning of the High Point property 

conditioned upon the ZM-98 proffers and specified the land use 

relating to the zoning amendment. The Town's approval of the 

proffers was a significant affirmative governmental act 

allowing development of the specific project provided for in 

the proffers. As a subsequent owner of a subdivided parcel of 

the property governed by the ZM-98 proffers, Long Lane was a 

beneficiary of the significant affirmative governmental act. 

Pursuant to Code § 15.2-2307, Long Lane has a vested right in 

the land use allowed by the High Point Rezoning Ordinance.

However, Long Lane claims not just a vested right 

concerning its own property, but also a vested right with 

respect to the zoning classification of property now owned by 

the Red Cross and Cornerstone. Specifically, Long Lane argues 

that it has a vested right not only in the land use specified

by the previously passed zoning ordinance, but also in the 
8

“development set forth in the ZM-98 proffer” approved by the 

Town that would result in a road to be built in the future, and 

in the compatibility of buildings that may be built in the 

future on adjoining property. Thus, Long Lane claims a vested 

right in the land use of property it does not own.

Whether a landowner may acquire a vested right in the 

zoning classification or use of neighboring property or in a 

road shown on a town plan is a question of first impression for 

this Court. This Court's case law addressing vested rights in 

future expectations or anticipated uses is instructive.

It is well established that a landowner has a right to 

continue in an existing use, even after the governing body 

changes the zoning classification, causing the use to become 

nonconforming. Hale v. Board of Zoning Appeals, 277 Va. 250, 

271, 673 S.E.2d 170, 180 (2009). Also, “ ‘in limited 

circumstances, private landowners may acquire a vested right in 

planned uses of their land that may not be prohibited or 

reduced by subsequent zoning legislation.' " Id. at 271, 673 

S.E.2d at 180 (quoting City of Suffolk v. Board of Zoning 

Appeals, 266 Va. 137, 143, 580 S.E.2d 796, 798 (2003)) 

(emphasis added); see Code § 15.2-2307.

In contrast, "when a landowner has only a future 

expectation that he will be allowed to develop his property in 

accord with its current classification under the local zoning 
9

ordinance, there is 'no vested property right in the 

continuation of the land's existing zoning status.' " Id.

(quoting Board of Zoning Appeals v. Caselin Sys., 256 Va. 206, 

210, 501 S.E.2d 397, 400 (1998)); see also City of Suffolk, 266 

Va. at 143, 580 S.E.2d at 798 ("Generally, landowners have no 

property right in anticipated uses of their land since they 

have no vested property right in the continuation of the land's 

existing zoning status.") (emphasis added). Cf. Code § 15.2-

2307. " '[T]he mere reliance on a particular zoning 

classification . . . creates no vested right in the property 

owner.' " Hale, 277 Va. at 272, 673 S.E.2d at 181 (quoting 

City of Suffolk, 266 Va. at 145, 580 S.E.2d at 799).

Long Lane claims it has a vested right in the ZM-98 

proffers pursuant to Code § 15.2-2307. One cannot, however,

acquire a vested right in a proffer. A landowner acquires a 

vested right to a land use that is the subject of a significant 

affirmative governmental act. Code § 15.2-2307. At best, Long 

Lane had a future expectation that pursuant to the High Point 

Rezoning Ordinance a road would be built as the surrounding 

property was developed, and that the buildings built on 

adjoining property would be compatible. Future expectations 

concerning zoning do not create vested property rights. City 

of Suffolk, 266 Va. at 143, 580 S.E.2d at 798.
10

The existence of vested property rights does not prohibit 

rezoning. Vested rights only protect the landowner's right to 

planned uses of his or her land which may not be prohibited or 

reduced by subsequent zoning. As a result, although Long Lane 

is protected from future changes regarding the use of its own 

property, it has no vested right as to its expectation that the 

neighboring properties would continue to develop in accordance 

with the zoning they had at the time Long Lane purchased its 

property and developed it in accordance with the ZM-98 

proffers.

Further, Code § 15.2-2307 and relevant cases indicate that 

a landowner may only acquire a vested right as to use of his 

own property. Code § 15.2-2307 explicitly refers to the 

landowner subject to the zoning change, suggesting the vested 

right only applies to a particular landowner, as opposed to the 

aggregate of the property subject to the original significant 

affirmative governmental act. Similarly, this Court's cases 

interpreting Code § 15.2-2307 expressly refer to the 

landowner's property, as opposed to neighboring property owned

by a different entity. See, e.g., Town of Vienna Council v. 

Kohler, 218 Va. 966, 976, 244 S.E.2d 542, 547-48 (1978) ("We 

observe that while the views of persons owning neighboring 

property should be considered, property owners have no vested 

right to continuity of zoning of the general area in which they 
11

reside, and the mere purchase of land does not create a right 

to rely on existing zoning.") (emphasis in original). The Code 

and this Court's case law do not support the conclusion that a 

landowner may have vested rights in the zoning classification 

or land uses of his or her neighbor, even where the property 

was subdivided from a parcel which was rezoned subject to 

proffered conditions.

Long Lane also contends that the Town acted in 

contravention of Code § 15.2-2303(A) when approving 

Cornerstone's application. Code § 15.2-2303(A) provides:

The governing body may also accept amended proffers 

. . . . Once proffered and accepted as part of an 

amendment to the zoning ordinance, such conditions 

shall continue in effect until a subsequent amendment 

changes the zoning on the property covered by such 

conditions.

In other words, once the governing body accepts voluntary 

proffers, such proffers become conditions of the rezoning and, 

once entered into law, the conditions become zoning 

regulations. Id.

Long Lane contends that "on the property covered by such 

conditions" in Code § 15.2-2303(A) refers to the undivided 

property originally owned by High Point, to which the ZM-98 

proffers applied. Under Long Lane's theory, the Town cannot 

subsequently amend zoning relating to property governed by 

approved proffers unless all landowners subject to the proffers 
12

consent. Long Lane contends that Code § 15.2-2303(A) 

implicitly requires its consent because otherwise the Town 

would be imposing involuntary proffers upon it.

The ordinance changing the zoning of Cornerstone’s 

property was a subsequent amendment that changed the zoning of 

part of the property covered by the previously accepted ZM-98 

proffers. As a result of the rezoning, the ZM-98 proffers 

properly no longer applied to Cornerstone's property. See Code 

§ 15.2-2303(A).

Long Lane's parcel was not rezoned and the ZM-98 proffers 

"continue in effect" because a subsequent amendment has not 

changed the zoning on its "property covered by such 

conditions." See Code § 15.2-2303(A). Although the rezoning 

peripherally changes Long Lane's expectations as to its 

property, it does not directly affect the zoning of Long Lane's 

property. Because the Town did not impose any new proffers or 

conditions on Long Lane's property, the rezoning of 

Cornerstone's property did not subject Long Lane to any 

involuntary proffers.

It is undisputed that it is within the Town's authority to 

enact zoning ordinances. See Code § 15.2-2285(A) ("The 

planning commission of each locality may . . . prepare a 

proposed zoning ordinance . . . ."). It is also undisputed 
13

that it is within the Town's authority to amend zoning 

ordinances. Code § 15.2-2286(A)(7) provides:

Whenever the public necessity, convenience, general 

welfare, or good zoning practice requires, the 

governing body may by ordinance amend, supplement, or 

change the regulations, district boundaries, or 

classifications of property. Any such amendment may 

be initiated (i) by resolution of the governing body; 

(ii) by motion of the local planning commission; or 

(iii) by petition of the owner . . . of the property 

which is the subject of the proposed zoning map 

amendment . . . .

The adoption of written proffers is a legislative act. 

Jefferson Green Unit Owners Ass'n v. Gwinn, 262 Va. 449, 458, 

551 S.E.2d 339, 343 (2001) ("[A] zoning ordinance may include 

written proffers. Thus, the proffers become part of the zoning 

ordinance. As such, they are legislative enactments."). 

Legislative actions of a local government are

presumed to be valid and will not be disturbed by a 

court absent clear proof that the action is 

unreasonable, arbitrary, and bears no reasonable 

relation to the public health, safety, morals, or 

general welfare. If the reasonableness of the 

enactment is fairly debatable, a court will not 

substitute its judgment for that of the legislative 

body, and the legislation will be sustained.

City Council v. Harrell, 236 Va. 99, 101-02, 372 S.E.2d 139, 

141 (1988).

The Leesburg Town Council had the authority to amend the 

High Point Rezoning Ordinance, in whole or in part. When 

considering the rezoning application, the Town took into 

account the effect the zoning legislation would have on the 
14

citizens of the Town. Long Lane was able to raise its concerns 

to the planning commission and town council before the Town 

approved Cornerstone's application.

There is no authority for the circuit court's ruling that 

the voluntary proffer requirement of Code § 15.2-2303(A) 

required all successors in title to High Point to agree prior 

to any portion of the subdivided parcel being rezoned. Long 

Lane had no vested right that deprived the Town of its 

legislative authority to enact zoning ordinances.

The Town acted pursuant to its statutory authority in 

rezoning Cornerstone’s property and granting it a special use 

permit and there is no evidence that its actions in doing so 

were unreasonable. The circuit court erred in holding that the 

rezoning of Cornerstone’s property and issuance of the special 

use permit were illegal and void.

In the instant case, the Town amended its Town Plan as a 

result of the Cornerstone rezoning application. In amending

the Town Plan, the Town determined that it no longer desired to 

have Tolbert Lane intersect with Battlefield Parkway because 

other roads in the vicinity had developed. The Town's 

amendment of the Town Plan was a legislative act that was not 

unreasonable. Long Lane did not have a vested right in the 

construction of a road shown on the Town Plan and the Town did 

not need Long Lane's consent to amend its plan. The circuit 
15

court erred in holding that the amendment to the Town Plan was 

null and void.

Conclusion

Accordingly, for the reasons stated in this opinion, we 

will reverse the judgment of the circuit court and enter final 

judgment for the Town and Cornerstone.

Reversed and final judgment.