Allan D. Reishus, Craig T. Eckroth, and Ronald J. Danner, individually and as managers for Adams Ranch, Plaintiffs-Appellees,
Bullmasters, LLC; Enrique M. Garcia, Jr., Gerardo Garcia, Gabriel A. Saenz, Adan Saenz, and Bobby W. Woodall, individually and as members of Bullmasters, LLC; Bugle Basin Ranches, LLC; Kent Gordon, individually and as a member of Bugle Basin Ranches, LLC; and Brent Biggs, individually, Defendants-Appellants.
Blanco County District Court No. 13CV30003 Honorable Daniel
B. Petre, Judge
Johnson & Muffly, PC, Peter J. Dauster, Benjamin D.
Kramer, Fort Collins, Colorado, for Plaintiffs-Appellees
Porterfield & Associates, LLC, Wendell B. Porterfield,
Jr., Vail, Colorado, for Defendants-Appellants
Hawthorne and Román, JJ., concur
1 This case involves the intersection between the common law
rights held by tenants in common to possess, use, and enjoy
their property, and contract provisions that purport to
forego some of those property rights.
2 In this declaratory judgment action, defendants appeal the
district court's judgment that an amendment to an
ownership agreement was valid and binding on all tenants in
common who hold ownership interests in a ranch. The amendment
was adopted by the vote of fewer than all the tenants in
common and placed restrictions on all the co-owners'
access to their ranch during hunting season. Because we
conclude that this amendment was validly adopted under the
ownership agreement and binds all the parties to the
agreement and their successors in interest, we affirm.
Property and Parties to This Action
3 Adams Ranch is a 560-acre property in Rio Blanco County,
Colorado, and its owners hold the property as tenants in
4 Not all of the co-owners of the ranch are involved in this
declaratory judgment action. Plaintiffs are Allan D. Reishus,
Craig T. Eckroth, and Ronald J. Danner, who are the appointed
managers of the ranch. Each has an undivided 1/12th interest
in the ranch. They brought this declaratory judgment action
after defendants objected to the hunting restriction
5 Defendants are two limited liability companies and seven
individuals who own undivided interests in the ranch either
individually or as members of the LLCs. Combined, they
own 4/12ths of the ownership interests in the ranch.
6 The remaining co-owners, while not parties to this action,
agreed to be bound by the court's decision.
7 The parties filed a stipulated and agreed statement of
facts with attached exhibits, including an original 1988
ownership agreement, a 2007 amended and restated ownership
agreement, and two amendments that were adopted in 2011.
According to their stipulations and exhibits, the facts are
8 In 1983, the owner of Adams Ranch conveyed it to eleven
individuals as tenants in common. Of those eleven co-owners,
only plaintiffs Reishus and Danner still have ownership
interests in the ranch.
9 The original ownership agreement, signed by the
then-owners, was recorded in 1988. Its stated purpose was to
allow each of the co-owners to build mountain homes on
35-acre parcels on the property. Among its provisions, it
stated that it could be "amended or deleted by a simple
majority of the individual owners at any time."
10 In 2007, more than a majority of the then co-owners signed
an "Amended and Restated Adams Ranch Ownership
Agreement" (2007 Amended Agreement).
11 The 2007 Amended Agreement provides that it
"supersedes and replaces" the original ownership
agreement. It expressly states that its provisions run with
the land and are binding on all owners, their legal
representatives, heirs, successors, and assigns. And it can
be amended (by modifying or deleting existing provisions, or
by adding new provisions) "at any time by a written and
recorded instrument signed by the then-record Owners of at
least 7/12ths of the Ownership Interests."
12 It states that the purpose of the ranch is to be an
agricultural property that also provides a "quality
hunting experience." Among its several provisions, it
required that all guests to the ranch be accompanied by a
co-owner, unless 7/12ths of the ownership interests approved
an exception. It also required that the number of guests be
limited to a "reasonable number" so as not to
interfere with the use of the ranch by the other owners.
13 In 2011, an ownership meeting was held to discuss (as
pertinent here) "limiting hunting days per fraction of
ownership." Defendants sent an e-mail prior to the
meeting stating they were not attending the meeting ...