In the District of Columbia, the court adheres to an "objective law" of contracts, which means that the written language will govern the parties' rights, unless it is not susceptible of clear meaning or absent other circumstances not pertinent here. Words are given their ordinary and usual meaning. The first step in contract interpretation is determining what a reasonable person in the position of the parties would have thought the disputed language meant. The presumption is that the reasonable person knows all the circumstances before and contemporaneous with the making of the agreement. The reasonable person is bound by all usages which either party knows or has reason to know.
An easement holder was a historic preservation foundation that had been granted an easement imposing restrictions on the alteration, use, division, and conveyance of the subject property, including a prohibition against subdivision or conveyance except as a unit. Property owners wanted to construct an addition to their house on the property, but the easement holder denied the request. Owners obtained a new record lot designation for the property in order to secure a building permit, which was later issued. The trial court granted summary judgment to easement holder on the ground that the owners violated the easement's proscription of subdividing by assembling the property into a single lot of record.
Was the word "subdivide" properly applied?
At issue here is the meaning of "subdivide" as used in paragraph (3) of the easement. That provision reads, "the property shall not be subdivided, nor shall it ever be devised or conveyed except as a unit." As they did in the trial court, the Sagalyns argue that the language must be given its plain, ordinary and usual interpretation. They argue that the plain and ordinary meaning of "subdivide," according to Webster's Third New International Dictionary, is to divide into building lots. They cite Black's Law Dictionary (6th ed. 1990) which states that "subdivide" means to divide a part into smaller parts and that "subdivision" means a division of a lot, tract or parcel or land into two or more lots, tracts, parcels of other divisions of land for sale or development. Thus, they contend that consolidating their record lots into a single lot designation with no change of boundaries is not a subdivision within the meaning of the easement's terms.
In this case, the trial court found that "subdivide" must be given the same meaning as found in the District of Columbia Planning and Development regulation which defines "subdivision" as "the division or assembly of land into one or more lots of record." 10 DCMR § 2799.3. Here, the Sagalyns filed a plat with the Office of the Surveyor to assemble the lots into one record lot as a prerequisite to obtaining a building permit. Under the definition provided in § 2799.3, this constituted an "assembly of land into one . . . lot of record." Id. As the trial court determined, it is reasonable to conclude that the parties knew or should have known the meaning of "subdivide" in real estate at the time the easement was created. Since the parties are "bound by [the] usages [of a term] which either party knows or has reason to know," Intercounty, supra, 443 A.2d at 32, it cannot be said that the trial court erred in interpreting "subdivided" according to the definition set forth in the real estate regulations. The trial court's interpretation of the term is supported by the affidavit of a private surveyor, Langelan, who stated that "common usage of the term 'subdivision' in the District of Columbia includes both the division of lots and the assembly of lots or parts thereof into one or more other lots."
The court held that aggregation of two or more lots constituted a subdivision, regardless of whether the boundaries changed or not.