Rockville Grosvenor, Inc. v. Montgomery County

Davidson, J.,

concurring in part and dissenting in part:

I agree with the majority’s holding that the 60 day filing provision of Montgomery County Code [M.C. Code] § 11A-4 (a) (now § 11A-4 (a) (1)) is valid. With respect to the right of first refusal provisions of M.C. Code § 11A-5C (now § 11A-9), I further agree with the majority’s holding that M.C. Code § 11A-5C (d) (2) is invalid. To this extent, I concur in the majority’s result.

I do not agree, however, with the majority’s holding that the remaining right of first refusal provisions of M.C. Code § 11A-5C are invalid. Nor do I agree with the majority’s holding that the relocation cost reimbursement provision of M.C. Code § 11A-5 (c) (now § 11A-7 (c)) is invalid. To this extent, I respectfully dissent. Accordingly, I would hold the remaining right of first refusal provisions of M.C. Code § 11A-5C and the relocation cost reimbursement provision of M.C. Code § 11A-5 (c) to be valid.1

*105I

Right of First Refusal Provisions

The relevant statutory sections here are Md. Code (1974, 1980 Cum. Supp.), § 11-102 (a) of the Real Property Article [Md. Code § 11-102 (a)] and M.C. Code §§ 11A-5C (b) (1), 11A-5C (d), 11A-5C (g) and 11A-7 of the Condominium Chapter.

Maryland Code § 11-102 Establishment of [C]ondominium [Rjegime provides in pertinent part:

"(a) By recording declaration, bylaws and plat.
— The owner of any property in the State may subject the property to a condominium regime by recording among the land records of the county where the property is located, a declaration, bylaws, and condominium plat that comply with the requirements specified in this title.” (Emphasis added.)

Montgomery County Code § 11A-5C (b) (1) (now § 11A-9 (b) (1)) provides in pertinent part:

"(b) Transfers with Intent to Convert to Condominium.
(1) Prior to the transfer of title to any rental facility which contains five or more dwelling units made with intent to convert to condominium as defined in this Section, the owner of such facility shall give certain organizations designated herein the right of first refusal to purchase the rental facility within a period of 120 days from the date of notice as provided herein, on the same terms and conditions, and at the same purchase price, as contained in any contract or agreement to purchase pursuant to which said transfer of title is to be made, or on other mutually agreeable terms and conditions.” (Emphasis added.)

Montgomery County Code § 11A-5C (d) (now § 11A-9 (d)) provides in pertinent part:

*106"(d) Intent to Convert to Condominium.
(1) All transfers of rental facilities which contain five or more dwelling units shall be deemed to be transferred with intent to convert to condominium and subject to the requirements of this Section, unless the following requirements are met:
a. The contract purchaser, within thirty days prior to the transfer, files an affidavit with the Director of the Office of Consumer Affairs stating that the transfer is not made with intent to convert to condominium. .. .
b. The contract purchaser does not, within two years from the date of transfer of title, give tenants notice of intention to create a condominium. .. .
(2) Compliance with the affidavit requirement of subsection 11A-5C (d) (1) a. shall be sufficient to permit the transfer of title to the contract purchaser without further compliance with the requirements of this Section; however, upon the giving of notice of intention to create a condominium within the time limit set forth in subsection 11A-5C (d) (1) b., the contract purchaser who is then an owner of the rental facility by the passage of title thereto, shall thereupon hold the title in trust subject to the right of first refusal of the organizations specified herein to purchase the rental facility and shall be required to satisfy the requirements of this Section as an owner and as a contract purchaser of a rental facility with a deemed contract of purchase with identical terms, conditions and purchase price as that contract of purchase by which the contract purchaser became owner of the rental facility.” (Emphasis added.)

Montgomery County Code § 11A-5C (g) (now § 11A-9 (g)) provides in pertinent part:

*107"(g) Penalties for Violation of Section.
(2) Any person who violates any provision of this Section shall be liable for the payment to the County of a civil penalty as specified in Section 11A-7; each such transfer of title to any rental facility and each sale of a condominium unit within a condominium project in violation of the requirements of this Section shall constitute a separate offense.”

Montgomery County Code § 11A-7 (d) (now § 11A-11 (d)) provides in pertinent part:

"(d) Any person who violates any provision of this Chapter .. . shall be liable for the payment to the County of a civil penalty, recoverable in a civil action, in the sum of not more than five hundred dollars for each such violation.”

Maryland Code § 11-102 (a) gives the owner of property the right to establish a condominium regime by recording a declaration, bylaws, and plat. In my view, nothing in M.C. Code § 11A-5C (a), (b), (c), (d) (1), (e), (f) and (g) prevents an owner of property in Montgomery County from establishing a condominium regime pursuant to Md. Code § 11-102 (a).

All of these provisions establish a statutory scheme designed to regulate the circumstances under which property may be transferred by an owner who elects to sell his property rather than to establish a condominium regime. More particularly, the statutory scheme delineates the circumstances under which an owner of a rental facility must offer a right of first refusal to tenants before title may be transferred to a contract purchaser. None of these provisions is designed to impose any procedures or requirements upon an owner who elects to establish a condominium regime.

Montgomery County Code § 11A-5C (b) (1) concerns transfers by an owner to a contract purchaser who intends to *108convert to condominium. That section, in essence, prohibits an owner from transferring title to a rental facility to a purchaser who intends to convert to condominium without giving tenants the right of first refusal.

Montgomery County Code § 11A-5C (d) concerns transfers by an owner to a contract purchaser who does not intend to convert to condominium. Montgomery County Code § 11A-5C (d) (1) creates a presumption that all transfers of rental facilities are made with the intent to convert. Montgomery County Code § 11A-5C (d) (1) a. and b. establish a mechanism by which that presumption may be rebutted. Those subsections, when read in the context of M.C. Code § 11A-5C (b), establish that an owner may transfer a rental facility without offering the right of first refusal if the purchaser files an affidavit stating that he does not intend to convert to condominium and that purchaser does not give notice of an intention to convert within two years. These provisions make it possible for an owner to transfer a rental facility without offering the right of first refusal when a purchaser has no actual intent to convert to condominium but intends, in fact, to retain the building as a rental facility.

There is nothing in the language of M.C. Code § 11A-5C (b) and (d) (1) a. and b. that prohibits that which is expressly permitted by Md. Code § 11-102 (a). Montgomery County Code § 11A-5C (b) and (d) (1) a. and b. are nothing more than provisions that govern transfer of rental facilities. They do nothing more than delineate the circumstances under which rental facilities may be transferred with or without offering the right of first refusal. Consequently, these provisions apply only to owners who elect to transfer a rental facility to a contract purchaser; they do not apply to owners who elect to convert to condominium. Thus, although these provisions may affect an owner’s right to transfer his property, because they do not interfere with his right to convert to condominium, they do not, in my view, prohibit an owner of property in Montgomery County from establishing a condominium regime pursuant to Md. Code § 11-102 (a).

Moreover, in my view, M.C. Code § 11A-5C (b) and (d) (1) a. and b. do not have the practical effect of prohibiting that *109which is expressly permitted by Md. Code § 11-102 (a). With respect to M.C. Code § 11A-5C (b), I recognize that under certain circumstances, as the majority points out, that subsection may result in a "forced sale” and may, therefore, prevent a contract purchaser from establishing a condominium regime. Because, in my view, M.C. Code § 11A-5C (b) (1) has a practical effect only on contract purchasers, it is not in conflict with Md. Code § 11-102 (a) because Md. Code § 11-102 (a) does not give a contract purchaser the right to establish a condominium regime. What the majority overlooks is that Md. Code § 11-102 (a) gives that right only to owners of property.

I reach the same conclusion with respect to M.C. Code § 11A-5C (d) (1) a. and b. The manifest purpose of these subsections is to make it possible for an owner to transfer a rental facility without offering the right of first refusal when he has no intention to convert within two years of transfer of title. Thus, these subsections provide a mechanism for a purchaser who wants to buy and maintain a rental facility to purchase that facility without the delay or risk created by right of first refusal provisions. I cannot comprehend how a law that enables a purchaser to buy a rental facility without imposing a right of first refusal requirement has the practical effect of preventing that purchaser from creating a condominium regime. Moreover, even if M.C. Code § 11A-5C (d) (1) a. and b. had such an effect, it would not conflict with Md. Code § 11-102 (a) because Md. Code § 11-102 (a) does not give a contract purchaser the right to establish a condominium regime.

In my view, there is nothing in the plain language or practical effect of M.C. Code § 11A-5C (b) and (d) (1) a. and b. that conflicts with Md. Code § 11-102 (a). Accordingly, I would hold these subsections to be valid.

Montgomery County Code § 11A-5C (d) (2) concerns procedures to be followed by a contract purchaser who has become an owner of a rental facility after swearing in an affidavit that he had no intention to convert to condominium but who nonetheless gives notice of such an intention within *110two years of the date of transfer of title. That subsection embodies that portion of the statutory scheme designed to protect the rights of tenants under such circumstances by requiring that the owner must offer a right of first refusal when he gives notice of his intention to convert to condominium. Because this provision requires an owner to give a right of first refusal before he may establish a condominium regime, it is in conflict with Md. Code § 11-102 (a) which permits an owner to establish a condominium regime by doing nothing other than recording a declaration, bylaws, and plat. It is for this reason that I agree with the majority’s holding that M.C. Code § 11A-5C (d) (2) is invalid.

However, in my view, M.C. Code § 11A-5C (d) (2) is sever-able from the remaining valid portions of § 11A-5C. In determining whether the valid portions of a statute or statutory scheme are severable from the invalid portions, courts look to the intent of the Legislature. The test of severability is whether a legislative body at the time of enactment would have intended that the valid portions be effective if it had known that the invalid portions could not be carried out. Under the principles of severability, there is a presumption, even in the absence of an express clause or declaration, that a legislative body generally intends its enactments to be severed, if possible. Moreover, the presence of a severability clause in an enactment, while not conclusive, reinforces the presumption of severability. Finally, when the dominant purpose of an enactment may largely be achieved by the enforcement of the remaining valid portions of the Act, courts will generally hold the valid portions of the Act severable and enforce them. O. C. Taxpayers for Equal Rights, Inc. v. Mayor of Ocean City, 280 Md. 585, 600-01, 375 A.2d 541, 549-50 (1977); Ulman v. State, 137 Md. 642, 645, 113 A. 124, 126 (1921).

Here M.C. Code § 11A [the Act] contains a severability clause which reinforces the presumption of severability. M.C. Code § 11A-5C Sec. 2. (now § 11A-13 Sec. 2.). Moreover, the valid portions of the Act will be effective even though the invalid portions cannot be carried out.

*111The dominant purpose of the statutory scheme of the Act, embodied in § 11A-5C (d), is to protect tenants by requiring an owner to offer a right of first refusal before transfer to a purchaser who intends to convert to condominium. Even if § 11A-5C (d) (2) is invalidated, § 11A-5C (b) remains fully enforceable under § 11A-5C (g).

The purpose of M.C. Code § 11A-5C (d) is to provide similar protection to tenants under the limited circumstance in which an owner who previously had sworn that he had no intention to convert to condominium nonetheless converts to condominium. I recognize that the invalidation of M.C. Code § 11A-5C (d) (2) deprives tenants of the protection of the right of first refusal under this very limited circumstance. Nevertheless, tenants even under such circumstances remain protected to a large degree by the laws of perjury which serve as a deterrent to owners who might engage in such conduct. Thus, that portion of the statutory scheme embodied in § 11A-5 (d) (2) is of minor significance, and its invalidation does not prevent the valid portions of the Act from being effective.

Because the dominant purpose of M.C. Code § 11A-5C can be achieved by the enforcement of the valid portions of the Act, I am convinced that the Montgomery County Council would have enacted § 11A-5C even if it had know that M.C. Code § 11A-5C (d) (2) was invalid. Because I conclude that M.C. Code § 11A-5C (d) (2) is severable, I would hold the remaining portions of M.C. Code § 11A-5C to be valid.

II

Relocation Cost Reimbursement Provision

The relevant statutory sections here are Md. Code (1974, 1980 Cum. Supp.), § 11-120 of the Real Property Article and M.C. Code § 11A-5 (c) of the Condominium Chapter.

Maryland Code § 11-120 provides:

"§ 11-120. Zoning and building regulations.
(a) Except as otherwise provided in this title, the provisions of all laws, ordinances, and regulations *112concerning building or zoning shall have full force and effect to the extent that they apply to property which is subjected to a condominium regime and shall be construed and applied with reference to the overall nature and use of the property without regard to the form of ownership. No law, ordinance, ■or regulation may establish any requirement or standard governing the use, location, placement or construction of any land and improvements which are submitted to the provisions of this title, unless the requirement or standard is uniformly applicable to all land and improvements of the same kind or character not submitted to the provisions of this title.
(b) No county, city, or other jurisdiction may enact any law, ordinance, or regulation which would impose a burden or restriction on a condominium that is not imposed on all other property of similar character not subjected to a condominium regime. Any such law, ordinance, or regulation, is void.” (Emphasis added.)

Montgomery County Code § 11A-5 (c) (now § 11A-7 (c)) provides in pertinent part:

"(c) Upon the involuntary termination of any tenancy which results from a condominium conversion, the developer or converter shall reimburse displaced tenants, determined to be in need of financial assistance under criteria established by County Executive regulation, the reasonable costs of relocation as determined under regulations issued by the County Executive up to a maximum obligation of $750.” (Emphasis added.)

I do not agree with the majority that Md. Code § 11-120 (b) prohibits all local laws that impose a burden or restriction on a condominium that is not imposed on all other property of similar character. In my view, Md. Code § 11-120 prohibits a county from enacting only those local laws that do not apply building, land use and zoning *113regulations such as land use standards, building code requirements, and similar standards and requirements uniformly to condominiums and other property substantially similar in character, regardless of the form of ownership.

The majority relies on a generalized statement in a single sentence in the introductory comments contained in the Committee report that proposed the enactment of the Horizontal Property Act which said:

"The Committee cannot emphasize sufficiently the importance which it attributes to the General Assembly passing one statute that will govern condominiums in the entire State so that this important new phase of real estate development is not sectionalized on a county by county basis. See § 11-120.”

I agree with the majority that in that sentence the Committee emphasized the importance of enacting a statute "that will govern condominiums in the entire State.”

In my view, however, the majority has read this sentence out of context. In the remainder of the paragraph in which the sentence appears, the Committee said:

"Some counties are using the popularity of the consumer’s interest in condominiums to impose regulations that are different than the ones applicable to apartment buildings. There is no basis in reason or fact for such a distinction when it is remembered that a condominium is merely a different form of ownership of title to the same structure. For instance, the Committee does not believe a county should impose a more stringent fire rating on the walls of a building merely because the unit owners own an interest in the units. Tenants burn just as rapidly as owners and a respectable argument can be made that a tenant, who has a lesser property and financial interest in the structure, should be protected by higher minimum *114requirements than an owner. If the fire rating is inadequate for a wall in a building that is inhabited, the building code should be amended to • require an adequate rating for that building, without regard to the form of ownership of the occupied areas.” (Emphasis added.)

Thus, the Committee’s primary concern, as expressed in the full paragraph in which the sentence appears, was that apartment buildings, in which the units are rented by the residents, and condominium buildings, in which the units are owned by the residents, should not be subjected to nonuniform building, land use and zoning regulations under local law. The underlying rationale for this conclusion was that apartments and condominiums are essentially the same in their physical and use characteristics, although the form of ownership differs. Thus, from the introductory comments contained in the Committee report, I conclude that the Committee, and therefore the Legislature, intended to prohibit only local laws that regulate physical and use characteristics, such as land use standards, building code requirements, and similar standards and requirements, and that are not uniformly applicable to condominiums and apartments or other property substantially similar in character. I cannot conclude, as does the majority, that the Legislature intended to require uniformly applicable local laws regulating an owner’s responsibility to tenants during a building’s conversion from a rental facility to a condominium or some other form of ownership, such as a cooperative, or to some other use, such as a commercial or office building.

The Committee’s comments specifically interpreting the express language of Md. Code § 11-120 also lead to the same conclusion. These comments state:

"The last sentence of subsection 11-120 (a) and subsection 11-120 (b) constrain the adoption of local laws, etc., which apply different land use standards, building code requirements and the like to condominiums than would be applied to other prop*115erty substantially similar in character not submitted to the provisions of this Title. The Committee firmly concluded that 'condominium’ is a matter of title (i.e., a form of ownership) and not a matter of land use or zoning. These provisions are substantially the same as those adopted in several other jurisdictions (e.g., Chapter 711.21, Florida Statutes) ....” (Emphasis added.)

In the initial two sentences of this comment, the Committee could not have more clearly expressed the fact that the purpose of Md. Code § 11-120 was confined to prohibiting the adoption of only such local laws as would nonuniformly regulate the physical and use characteristics of condominiums and apartments or other property substantially similar in character. In attributing to the Legislature a purpose substantially broader than that so clearly expressed by the Committee, the majority relies not only on a generalized statement in a single sentence in the introductory comments of the Committee report that, in my view, is read out of context, but also on the fact that arguably, under my interpretation, "subsection (b) is rendered surplusage.” The majority’s analysis in this respect is unpersuasive because under its own convoluted interpretation of Md. Code § 11-120, the second sentence of subsection (a) is rendered surplusage.

Similarly, in the third sentence of the comment specifically interpreting the express language of Md. Code § 11-120, the Committee could not have more clearly expressed the fact that the purpose of Md. Code § 11-120 and that of the Florida statute were "substantially the same.” The Florida statute contains no language similar to that contained in Md. Code § 11-120 (b). Thus, the Florida statute’s purpose is unequivocally confined to prohibiting the adoption of only such local laws as would nonuniformly regulate the physical and use characteristics of condominiums and apartments or other property substantially similar in character. Because, in my view, the legislative purpose of Md. Code § 11-120 and that of the *116Florida statute is the same, I cannot, as does the majority, interpret Md. Code § 11-120 (b) as establishing a purpose for Md. Code § 11-120 never envisaged by or embodied in the Florida statute.

In my view, Md. Code § 11-120 (a) and (b) can be successfully harmonized to achieve the legislative purpose. The first sentence of Md. Code § 11-120 (a) provides that all existing local laws concerning building or zoning are applicable to condominiums. The second sentence of that subsection provides that a county may not enact local laws regulating the physical and use characteristics of condominiums that are not uniformly applicable to other property substantially similar in character. Maryland Code § 11-120 (b) provides that if a county enacts any local law in violation of Md. Code § 11-120 (a), such an enactment is void. Thus, in my view, the Committee’s plain and unambiguous comments specifically interpreting the express language of Md. Code § 11-120 (a) and (b) support the conclusion that the Legislature’s purpose was to prohibit only such local laws as establish zoning, land use, building, and similar regulations that are not uniformly applicable to condominiums and apartments or other property substantially similar in character, and not to require uniformly applicable local laws regulating an owner’s responsibility to tenants during the course of a building’s conversion.

This conclusion is further supported by the caption of Md. Code § 11-120 that appears in Chapter 641 of the Acts of 1974, effective 1 July 1974, as, "Zoning.” In Md. Code § 11-120, this caption appears as, "Zoning and building regulations.” While captions of sections in the Annotated Code of Maryland, inserted by the codifier, may not be considered in interpreting statutes, Md. Code (1957, 1976 Repl. Vpl.), Art. 1, § 18, captions of sections adopted by the General Assembly when it enacts a statute may be considered. State Farm Mutual Auto. Ins. Co. v. Insurance Comm’r of Md., 283 Md. 663, 674-75 & n.3, 392 A.2d 1114, 1120 & n.3 (1978): The caption, "Zoning,” was adopted by the General Assembly when it enacted Chapter 641 and may, *117therefore, be considered. Manifestly, the use of this caption indicates that the Legislature intended the prohibition of Md. Code § 11-120 to apply only to local laws that regulate the physical and use characteristics of condominiums and that are not uniformly applicable to apartments or other property substantially similar in character, and not to local laws regulating an owner’s responsibility to tenants during the course of a building’s conversion. Thus, the introductory comments in the Committee report, the Committee’s comments specifically interpreting the express language of Md. Code§ 11-120, and the caption of Md. Code § 11-120 all lead to the same conclusion.

Montgomery County Code § 11A-5 (c) requires that under certain circumstances an owner reimburse for reasonable costs of relocation upon the involuntary termination of a tenancy that results from a condominium conversion. This subsection is part of a provision that delineates an owner’s responsibilities to tenants during the course of a conversion from a rental facility to condominium. Montgomery County Code § 11A-5 (c) is not a local law that nonuniformly regulates the physical and use characteristics of condominiums and apartments or other property substantially similar in character. Therefore, M.C. Code § 11A-5 (c) is not prohibited by Md. Code § 11-120 and is not void. Accordingly, I would hold M.C. Code § 11A-5 (c) to be valid.

Judge Cole authorizes me to state that he joins me in the views expressed herein.

. In order for me to conclude that these provisions are valid, it was necessary for me to consider issues raised and decided in the trial court that were not reached by the majority. Suffice it to say that I have considered each of these issues in determining that these provisions are valid.