## Facts

- A parcel in the Incorporated Village of Flower Hill was rezoned in 1976 from a municipal/public classification to a business district at the then-owners’ request.
- The rezoning was conditioned on a recorded declaration of covenants and restrictions running with the land.
- The declaration limited permissible professional/office uses and required prior consent of the Village Board of Trustees for any construction, alteration, or enlargement.
- The declaration did not state that consent could not be unreasonably withheld and did not require the Board to provide reasons for denial.
- In 1978, the plaintiffs purchased the property subject to the recorded declaration.
- Plaintiffs applied to the Board for consent to extend and enlarge the existing office building.
- The Board denied consent and gave no explanation.
- Plaintiffs sued, alleging the denial was arbitrary, capricious, unreasonable, and unconstitutional, and sought an order compelling approval and related permits.

## Issues

1. Whether a municipality may be compelled to grant consent, or provide reasons for withholding consent, where a rezoning covenant requires municipal consent for future construction but contains no express “not unreasonably withheld” limitation.
2. Whether the court should imply a good-faith or reasonableness limitation, or otherwise reform or disregard the consent condition based on zoning-law principles.

## Decision

- The Court of Appeals affirmed dismissal of the complaint.
- The recorded covenant plainly required prior Board consent for enlargement and contained no language limiting the Board’s discretion.
- The Board could not be compelled to give consent or to state reasons for withholding consent under the covenant as written.
- The court declined to insert a reasonableness or good-faith limitation by implication or to reform the conditional rezoning arrangement.
- Because plaintiffs did not challenge the validity of the 1976 rezoning and its conditions, the covenant remained binding on successors who purchased with record notice.

## Legal Principles

- A rezoning condition embodied in a recorded covenant running with the land is enforceable according to its plain terms against successor owners with notice.
- When a covenant requires municipal consent to future construction and does not expressly limit discretion (e.g., “consent shall not be unreasonably withheld”), courts will not add such a limitation absent ambiguity or illegality.
- Conditional rezoning is not per se invalid; absent a timely and substantiated challenge to the legality of the rezoning conditions, the conditions are treated as valid and binding.
- Allegations that a municipality acted “arbitrarily” do not state a claim where the relief sought depends on rewriting an unambiguous, valid consent requirement to impose duties (approval or reasons) not found in the instrument.

## Conclusion

The court held that a successor owner who purchased property subject to an unambiguous rezoning covenant requiring prior municipal consent for expansion could not force the municipality to approve the project or explain its denial, because the covenant imposed no express reasonableness or good-faith limit on the municipality’s discretion and the underlying rezoning conditions were not successfully challenged.


Collard v. Incorp. Vill. of Flower Hill, 52 N.Y.2d 594, 421 N.E.2d 818 (N.Y. 1981)