This Opinion is subject to revision upon final publication.
Grand County District Court No. 12CV97. Honorable Mary C. Hoak, Judge.
Berg Hill Greenleaf & Ruscitti LLP, David G. Hill, Josh A. Marks, Heidi C. Potter, Boulder, Colorado, for Plaintiff-Appellant.
Heizer Paul LLP, Edward T. Ramey, Eric R. Jaworski, Denver, Colorado, for Defendant-Appellee.
[¶1] In this action concerning the validity of a deed of conservation easement, plaintiff, Ranch O, LLC, appeals the grant of summary judgment to defendant, Colorado Cattlemen's Agricultural Land Trust (the Land Trust). We conclude that (1) the district court correctly reformed the deed based on a mutual mistake as to the grantor of the conservation easement and (2) reforming the deed did not violate the public policies and purposes behind Colorado's racenotice statute. Accordingly, we affirm.
[¶2] Craig J. Walker was the sole manager and ninety-nine percent membership owner of Walker I-Granby, LLC (LLC). Walker owned certain property (the subject property) that he conveyed to the LLC.
[¶3] Thereafter, Walker and the Land Trust signed a deed of conservation easement (the Conservation Deed), which purported to grant the Land Trust a conservation easement on the subject property. The Land Trust subsequently recorded this Conservation Deed.
[¶4] Notably, the Conservation Deed named Walker as the easement's grantor. As noted above, however, Walker had previously conveyed the subject property to his LLC. Thus, the LLC, rather than Walker, should have been the grantor of the Conservation Deed. Walker was not aware of this error, and the Land Trust was not aware that the subject property was owned by the LLC and not Walker.
[¶5] Thereafter, Walker, on the LLC's behalf, entered into discussions with Ranch O's principal about the possibility of selling the subject property to Ranch O. During these discussions, Walker informed Ranch O's principal of the Land Trust's conservation easement.
[¶6] Ranch O subsequently bought the property from the LLC. Notably, the deed conveying the property to Ranch O provided, in bold type and all block capital letters:
THE SUBJECT PROPERTY IS ENCUMBERED BY THAT CERTAIN DEED OF CONSERVATION EASEMENT
FOR THE WALKER-GRANBY RANCH HELD BY THE COLORADO CATTLEMEN'S AGRICULTURAL LAND TRUST RECORDED ON DECEMBER 31, 1998 AT RECEPTION NUMBER 98013967 IN THE LAND RECORDS OF GRAND COUNTY, COLORADO.
This deed's legal description of the subject property matched the legal description of the subject property set forth in the Conservation Deed.
[¶7] After purchasing the property, Ranch O initiated these proceedings, seeking, as pertinent here, a declaratory judgment that the Conservation Deed was invalid and had no force and effect. Ranch O asserted that the Conservation Deed was invalid because (1) Walker had no ownership interest in the subject property at the time the Conservation Deed was signed and recorded and (2) a conservation easement could only be created by the record owner of the property to be burdened. Walker and the Land Trust were ...