Present: All the Justices 

ADIN K. WOODWARD, ET AL. 

OPINION BY JUSTICE A. CHRISTIAN COMPTON 

v. Record No. 952041 September 13, 1996 

HENRY C. MORGAN, JR., ET AL. 

 FROM THE CIRCUIT COURT OF THE CITY OF VIRGINIA BEACH 

William G. Plummer, Judge Designate 

 In this suit brought to enforce a restrictive covenant in a 

deed and to enjoin construction of a residence, the dispositive 

question on appeal involves the interpretation of the covenant. 

 In 1935, the original plat of "Ubermeer Annex No. 1," a 

residential subdivision located in the present City of Virginia 

Beach, was recorded. As originally platted, the subdivision 

consisted of 13 sites, labelled "A" through "M." Initially, the 

13 sites were conveyed as twelve lots and sold to 11 landowners. 

 In 1982, appellees Henry C. Morgan, Jr., and Marnie J. 

Morgan, his wife, defendants below, purchased Lot K and the 

existing residence, known as 420 52nd Street. This lot, as well 

as the others in the subdivision, had been originally conveyed by 

the Masury Corporation subject to nine restrictive covenants. 

After the initial sales, the subsequent deeds contained the usual 

language making the conveyances subject to all the unexpired 

conditions, restrictions, easements, and reservations of record 

affecting the property. 

 The restriction at issue in this dispute is No. 5, which 

provides: "That not more than one residence exclusive of 

outbuildings shall be erected upon one lot." 

 In 1989, the defendants resubdivided Lot K, creating two 
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lots designated "K-1" and "K-2." Lot K-1, upon which the 

residence is situated, encompasses approximately 0.45 acre. Lot 

K-2 contains approximately 0.116 acre and is currently vacant. 

The defendants propose to construct a residence upon Lot K-2; 

this spawned the present lawsuit. 

 In January 1995, appellants Adin K. Woodward, Lucille 

Woodward, Everett W. Foote, Laura Foote, Charlotte Y. Dashiell, 

Richard L. Walthall, and Juliette Walthall, plaintiffs below, 

filed a bill of complaint against the defendants. The 

plaintiffs, owners of property in the subdivision, contended that 

the language of the Ubermeer Annex No. 1 deeds is clear and 

unambiguous: a lot was conveyed, and only one residence was to 

be constructed upon it even though the original lot was 

resubdivided. Asserting they are parties intended to be 

benefitted by the deed restriction, the plaintiffs asked the 

court to rule that the restriction will be violated by the 

construction of a dwelling on Lot K-2 and asked the court to 

enjoin the construction. 

 Responding to the bill of complaint, the defendants 

contended that the word "lot" has no relation to the originally 

platted sites or to the originally conveyed lots, and therefore 

the restriction permits construction of as many residences as 

there are legally created lots in the subdivision. 

 Following a June 1995 ore tenus hearing, at which the 

chancellor considered testimonial and documentary evidence, the 
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court ruled in favor of the defendants. In an oral opinion, the 

chancellor stated, and counsel for the parties agreed, that the 

"dispositive" question involved interpretation of covenant No. 5. 

 The court found the covenants to present "an ambiguous 

situation" and, examining the intention of the original grantor, 

rejected the plaintiffs' contention that the word "lot" meant a 

lot as originally conveyed. Rather, the court decided that the 

word means a parcel that may at any time become a lot. 

 Consequently, the court ruled in the August 1995 final 

decree dismissing the bill of complaint, from which the 

plaintiffs appeal, that "erection of the proposed single family 

residence on K-2 does not violate any of the restrictive 

covenants." 

 Parenthetically, we note that the trial court, both during 

the oral opinion and in the final decree, ruminated upon certain 

"additional" findings of fact without making any conclusions of 

law, dealing with what the defendants describe as "waiver and 

acquiescence." As the defendants properly note on brief, 

however, those findings "do not affect the court's ruling" 

because counsel for "both sides agreed" that the court's decision 

regarding ambiguity was "dispositive of the issues." Thus, we 

shall not address further the chancellor's "additional" findings 

but shall focus upon interpretation of the restriction. 

 Virginia law on the subject of restrictive covenants in 

deeds is settled. Valid covenants restricting the free use of 
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land, although widely used, are not favored and must be strictly 

construed. The burden is upon the party seeking to enforce deed 

restrictions to demonstrate that the covenants are applicable to 

the acts of which complaint is made. Substantial doubt or 

ambiguity is to be resolved against the restrictions and in favor 

of the free use of property. Friedberg v. Riverpoint Bldg. 

Comm., 218 Va. 659, 665, 239 S.E.2d 106, 110 (1977). 

 "Nevertheless, equity will enforce restrictions when they 

are reasonable and the intention of the parties is clear." Marks

v. Wingfield, 229 Va. 573, 577, 331 S.E.2d 463, 465 (1985). 

 In Renn v. Whitehurst, 181 Va. 360, 25 S.E.2d 276 (1943), 

this Court considered the intention of the same grantor (Masury 

Corporation) regarding an identical restriction ("That not more 

than one residence exclusive of outbuildings shall be allowed 

upon one lot") in the deeds of a subdivision ("Ubermeer") 

adjacent to the subdivision that is the subject of the present 

dispute. This Court declared the restrictions "valid and 

enforceable," id. at 365, 25 S.E.2d at 278, and determined they 

formed part of a general plan for disposing of lots "as highly 

restricted residential property." Id. at 362, 25 S.E.2d at 277. 

 Like this Court's prior ruling in Renn based on the evidence 

in that case, we hold, based on the evidence in the present case, 

that this restriction is valid and enforceable, forming part of a 

general plan to keep density low, preserve an area of large 

residential lots, and maintain property values. From a reading 
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of restriction No. 5, together with the other restrictions, we 

believe that the original grantor and its immediate grantees, in 

plain and unambiguous language, intended the term "lot" to mean a 

lot as originally conveyed. 

 Each of the source deeds for Ubermeer Annex No. 1 is part of 

the appellate record. When applied to the subdivision as a 

whole, the term "lot" clearly means the sites as originally 

conveyed. For example, the grantees of sites D and K, the first 

sites conveyed, each received a "lot," identified as a particular 

"lot" as designated by a letter on a plat. Likewise, the 

grantees of sites C, E, F, J, L, and M each received a "lot," 

identified as a particular "site" as designated by a letter on a 

plat. The single grantee of sites A and B received two "lots," 

identified as two individual sites. Thus, eight grantees 

received one "lot" each while another grantee received a pair of 

"lots." Each conveyance was subject to the restriction, and the 

term "lot" in each means the sites as originally conveyed. 

 The defendants, urging affirmance of the judgment below, 

point to the evidence showing that sites G, H, and I were 

originally conveyed differently than the other sites. The record 

shows that these three lots were sold as a site and one-half to 

two different purchasers. Site I and the western one-half of 

site H were sold originally to one purchaser and called one 

"lot." Site G and the eastern one-half of site H were sold 

originally to another buyer and called one "lot." One residence 
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was placed later on each of the two lots. 

 The defendants argue that this constituted the placing of 

more than one residence per lot because a portion of the 

structures on "new" Lot G with one-half of site H, and on "new" 

Lot I with one-half of site H, amounted to placing parts of two 

residences on original site H. Thus, defendants contend, the 

argument that the grantor, in creating the subdivision, wanted to 

limit the purchaser's right to build only one residence on the 

original lots "ignores the grantor's resubdivision and ignores 

the reality of what actually occurred -- the subsequent erection 

of two different residences on Lot H." We reject this 

contention. 

 In the first place, there is no evidence that 

representatives of the grantor corporation knew where any future 

structures would be located on the properties. In the second 

place, and more important, each grantee obtained a "lot," 

described as one and one-half sites. The manner of these 

conveyances, providing for less density and less construction, 

was consistent with the overall plan for a highly restricted 

residential subdivision. 

 Finally, one other contention made by the defendants merits 

discussion. They say that "further confusion" is added to the 

restrictions when No. 7 is considered. It provides: "That all 

residences erected upon said property shall be at least fifteen 

feet from the line [sic] and at least three feet from the side 
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line of each lot." "Obviously," argue the defendants, 

"restriction 7 contemplates more than one residence on the 

property conveyed." 

 We disagree. Manifestly, as the plaintiffs contend, 

restriction No. 7 addresses the construction of successive, not 

coexisting, structures. 

 Consequently, we will reverse the final decree in this suit 

because it is plainly wrong and contrary to law. We will enter 

final judgment declaring that construction of a residence on Lot 

K-2 will violate the applicable restrictive covenants for 

Ubermeer Annex No. 1. Additionally, we will remand the cause to 

the trial court for entry, if necessary, of an appropriate 

injunction to enforce our judgment. 

Reversed, final judgment, 

 and remanded.

JUSTICE KEENAN, with whom JUSTICE KOONTZ joins, dissenting. 

 I agree with the trial court that this restrictive covenant 

is ambiguous. As the majority has stated, any substantial doubt 

or ambiguity must be resolved against the restriction and in 

favor of the free use of the property. Friedberg v. Riverpoint 

Bldg. Comm., 218 Va. 659, 665, 239 S.E.2d 106, 110 (1977). 

Moreover, because restrictive covenants are disfavored, they will 

not be aided or extended by implication. Stevenson v. Spivey, 

132 Va. 115, 119, 110 S.E. 367, 368 (1922); see Mid-State 

Equipment Company, Inc. v. Bell, 217 Va. 133, 140, 225 S.E.2d 
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877, 884 (1976). 

 The majority assumes that "lot" in the restrictive covenant 

has the same meaning as "lot" in the property description. There 

is no basis for such an assumption. As used in the restrictive 

covenant, "lot" can be interpreted with equal force as meaning 

"any lot in Ubermeer Annex No. 1," or as meaning "any lot 

appearing on the original plat for Ubermeer Annex No. 1." If the 

grantor had intended in the restrictive covenant that "lot" mean 

"any lot appearing on the original plat," the grantor could have 

imparted that meaning by using the same term it used elsewhere in 

the restrictive covenants, "upon the property hereby conveyed." 

 I also believe that the majority's reliance on Renn v. 

Whitehurst, 181 Va. 360, 25 S.E.2d 276 (1943), is misplaced. 

Renn is inapposite to the issue before us, because its holding 

was based on a property owner's attempt to enlarge her house and 

convert it into "duplex" housing on one lot. Id. at 365, 25 

S.E.2d at 278. In contrast, the Morgans are seeking to build 

only one dwelling on Lot K-2. Accordingly, I would affirm the 

trial court's judgment.