## Facts

- J. Albert Lynch owned a parcel of land in Pelham, New Hampshire known as the “Village Green.”
- Lynch sold the Village Green to the Town of Pelham.
- As part of the sale, Lynch required that the deed include a restrictive covenant governing future construction on the property.
- The covenant required that any buildings constructed on the Village Green conform to Colonial-style architecture.
- After the sale, Lynch did not own any other property that could be said to benefit from the restriction.
- The Town later constructed a fire station on the Village Green.
- Lynch alleged that the fire station did not comply with the Colonial-architecture covenant.
- Lynch sued the Town and sought injunctive relief requiring compliance with the covenant.
- The trial court ruled Lynch could not enforce the covenant because he owned no land benefited by it and dismissed the case.
- Lynch appealed to the New Hampshire Supreme Court.

## Issues

1. Were the deed restrictions appurtenant to a benefited parcel (and therefore enforceable only by an owner of that land), or were they covenants in gross that could be enforced without ownership of a benefited estate?
2. If the restrictions were covenants in gross, did Lynch have standing to enforce them against the Town even though he owned no land benefited by the covenant?

## Decision

- The New Hampshire Supreme Court reversed the dismissal and remanded.
- The court held the restriction was properly treated as a covenant in gross rather than an appurtenant covenant tied to a dominant estate.
- The court held a deed need not expressly label a restriction “in gross” for it to be construed that way when the transaction and circumstances show that intent.
- The court held a covenant in gross may be enforced by a person with a legitimate interest in enforcement, and Lynch had such an interest as the grantor who bargained for the restriction.
- Because the case had been dismissed at the pleading stage, the court remanded for further proceedings on whether the Town’s construction complied with the covenant.

## Legal Principles

- On a motion to dismiss, the court assumes the truth of the plaintiff’s well-pleaded factual allegations and draws reasonable inferences in the plaintiff’s favor.
- An appurtenant covenant generally requires a benefitted parcel (dominant estate) and a burdened parcel (servient estate); enforcement ordinarily lies with the owner of the benefitted land.
- A covenant in gross benefits a person rather than a specific parcel of land and does not depend on the covenant holder’s ownership of a dominant estate.
- Courts determine whether a restriction is appurtenant or in gross by examining the deed language and the surrounding circumstances to identify the parties’ intent; the absence of the words “in gross” is not controlling.
- Standing to enforce a covenant in gross turns on whether the plaintiff has a legitimate interest in enforcement, not solely on ownership of a benefited parcel.

## Conclusion

The New Hampshire Supreme Court held that the Village Green architectural restriction was an enforceable covenant in gross and that Lynch, as the grantor who negotiated for the restriction, had standing to seek injunctive relief even though he owned no benefited land, requiring reversal of the trial court’s dismissal and remand for further proceedings.


Lynch v. Town of Pelham, 104 A.3d 1047 (2014)