## Facts

- A land trust accepted a donated conservation easement over a 407-acre parcel intended to be conserved “in perpetuity” while allowing specified agricultural uses.
- The easement allowed “agricultural pursuits/activities” and “farm buildings and structures” under a stated size limit, but restricted structures within stated setbacks from streams/ponds and limited certain commercial recreational uses.
- The parcel was later subdivided; a purchaser acquired a lot subject to the easement and owned an adjacent commercial vineyard.
- The purchaser sought to expand vineyard operations onto the easement land and construct a building for a creamery, bakery, tasting room, and retail sales, and to host private events.
- The purchaser also built a bridge near a stream and conducted grading and related work for a parking area.
- The easement holder alleged multiple violations and sought enforcement; the landowner counterclaimed that parts of the easement were unenforceable for vagueness.
- After a bench trial, the circuit court largely ruled for the landowner, finding key terms ambiguous and construing them to least restrict land use; it rejected the vagueness challenge.
- The easement holder appealed.

## Issues

1. Whether the Virginia Conservation Easement Act and Virginia constitutional environmental provisions require a special interpretive rule favoring enforcement of conservation easements over the traditional rule construing ambiguity against restrictions on land use.
2. Whether a creamery/bakery/tasting/retail facility qualified as a permitted “farm building” used for “agricultural pursuits/activities” under the easement.
3. Whether the bridge, grading, and related construction violated the easement’s setback and erosion/soil-loss provisions, including when “erodibility” must be assessed.
4. Whether the easement required the holder’s prior written approval before grading a parking area supporting otherwise permitted agricultural uses.
5. Whether any easement provisions were so vague as to be unenforceable.

## Decision

- The Supreme Court of Virginia affirmed the circuit court’s judgment.
- The court held the VCEA and constitutional environmental provisions did not change ordinary deed-construction principles for easements and restrictive covenants.
- Because key terms were ambiguous, the court applied the rule construing ambiguity in favor of the free use of land and against the party seeking to enforce the restriction.
- The court upheld the determination that the proposed/constructed building fell within “farm building” as used in the easement and that the record did not establish a violation from the contemplated agriculturally related processing and tasting/retail functions.
- The court upheld findings that erosion/erodibility compliance was properly evaluated after grading and that the grading and parking work did not violate the easement.
- The court held prior written approval was not required for grading a parking area that supported permitted uses.
- The court left undisturbed the rejection of the landowner’s vagueness challenge and deferred to trial-court fact findings not plainly wrong or unsupported by evidence.

## Legal Principles

- Conservation easements are interpreted using ordinary deed-construction rules; statutory authorization and constitutional environmental policy do not create a special pro-conservation canon of interpretation.
- When easement or restrictive-covenant language is clear, courts enforce the parties’ expressed intent using the words’ ordinary meaning and giving effect to all provisions.
- When restrictive language is ambiguous, the ambiguity is resolved to least restrict the free use of land and against the party seeking enforcement.
- Appellate review defers to trial-court factual findings unless plainly wrong or without evidentiary support; deed interpretation is reviewed de novo.
- Compliance with erosion/soil-loss requirements may depend on the easement’s specified measurement point, including assessment after completion of grading when the text so indicates.
- If an activity is permitted as of right under the easement, the holder’s prior written approval is not required absent clear language imposing an approval condition.

## Conclusion

The court affirmed that conservation easements in Virginia are construed under standard deed and restrictive-covenant principles, including resolving ambiguities in favor of free land use, and upheld findings that the landowner’s agriculturally related building, grading, and associated uses did not violate the easement on the record presented.


Wetlands America Tr., Inc. v. White Cloud Nine Ventures, L.P., 291 Va. 153, 782 S.E.2d 131 (Va. 2016)