On appeal from the Superior Court of New Jersey, Law Division, Burlington County, Docket No. L-2495-06.
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION
Before Judges Carchman, Fisher and Baxter.
Plaintiff Hal Holding, LLC, is the owner of approximately 175 acres of land located in Mount Laurel, consisting of two nine-hole golf courses known as the "Red Course" and "White Course," Ramblewood Swim Club and Ramblewood Country Club (collectively the subject property). The subject property, along with a third nine-hole golf course known as the "Blue Course," comprises the Ramblewood Golf Course and Country Club (RGCC). The Blue Course, owned by a non-profit homeowner's association known as Ramblewood Village Club, is leased to plaintiff.
Plaintiff now appeals from an order of the Law Division concluding that three Mount Laurel Township ordinances apply to the subject property and preclude plaintiff from subdividing the property for residential use or otherwise converting the property to a use other than a golf course and country club. Defendants, the Township of Mount Laurel (the Township) and the Mayor and Council of Mount Laurel (collectively defendants), cross-appeal from the dismissal of their counterclaim, which alleged that plaintiff improperly acquired title to the Blue Course and retained a controlling stake in Ramblewood Village Club. We affirm as to both the appeal and cross-appeal.
These are the relevant facts. In February 1961, in a departure from its usual zoning practices, the Township adopted Ordinance 1961-1, which rezoned certain areas of the Township from "farming, commercial or industrial districts" to "R-1 Residence Districts." This zoning amendment permitted plaintiff's predecessor-in-interest, Goodwin Homes, Inc., "to develop a planned golf-course community for 1009 residential dwellings surrounding an 18-hole golf course and country club under a comprehensive zoning scheme."
To ensure that the development would remain a planned golf-course community, the ordinance also placed restrictions on subsequent modification of golf clubs. Section 154-15B(1) of the Township Code, which codified Ordinance 1961-1, provides that:
Whenever an area designated as a golf club is shown on an approved final plat, the tract of land for playing golf, including fairways, tees, greens, hazards and roughs but not including any adjacent area designated as a country club, shall thereafter never be subdivided and used for house building lots.
Two months after adopting Ordinance 1961-1, the Township granted preliminary plat approval to Goodwin Homes for Ramblewood-On-The-Green, a housing development that currently surrounds the subject property. Goodwin Homes, thereafter, developed Ramblewood-On-The-Green and constructed the eighteen-hole golf course and country club. During this process, Goodwin Homes applied for, and obtained, final plat approval for each of the thirteen subdivisions that constitute Ramblewood-On-The-Green. However, neither Goodwin Homes nor plaintiff applied for or obtained final plat approval for the subject property.
In 1966, Goodwin Homes presented a revised master plan for Ramblewood-On-The-Green, which proposed the creation of the Ramblewood Village Planned Unit Development (Ramblewood Village), using Goodwin Homes's remaining 250 acres located adjacent to Ramblewood-On-The-Green. This proposal included the creation of "an additional 9-holes [sic] of golf supplementing the existing 18-hole course now serving the members of the Ramblewood Country Club" - which eventually became known as the "Blue Course" - as well as shops, a business and commercial center, expanded clubhouse facilities, a community center and a variety of housing types. The revised master plan notes:
Unique among single family residential communities, RAMBLEWOOD-ON-THE-GREEN is built as a Country Club Community with an 18-hole golf course around which the residential neighborhoods are grouped. In developing the plan for RAMBLEWOOD VILLAGE, this basic assumption was expanded to include an additional 9-hole Golf Course. This formed the linking element around which all housing types were grouped.
The plan found that the additional nine-hole golf course would "greatly increase the playing capacity" of the golf course and would "give the Club's golf members opportunity for more varied and therefore more interesting play." The plan further provided that Ramblewood Country Club would "grant preferential membership rights to present and future families living in single homes in the community."
In 1967, the Township approved Goodwin Homes's application to create Ramblewood Village. This approval provided, among other things, that, in the event Goodwin Homes or its successors discontinued use of the Blue Course, "said land shall not be used for any other purpose other than open space without first offering to dedicate the same to the Township[.]" No similar provision exists in the approval for the subject property. The approval also contained the following condition:
Goodwin Homes, Inc., shall form . . . a nonprofit corporation called "Ramblewood Village Club[.]" . . . Immediately upon the formation of the Ramblewood Village Club, a Board of Directors shall be established and during the first five (5) years of the existence of Ramblewood Village Club, control of the Board of Directors shall remain in Goodwin Homes, Inc. At the termination of five (5) years . . . appropriate elections shall be held for the purpose of appointing new members to the Board of Directors of the Ramblewood Village Club[.]
Thereafter, Goodwin Homes developed Ramblewood Village and established the Ramblewood Village Club.
In December 1970, Richard Goodwin, as President of both Ramblewood Village Club and Ramblewood Country Club, executed a ninety-nine-year lease, which leased the Blue Course to Ramblewood Country Club. The lease contains no provision for the payment of rent.
In March 1974, the Township issued an amended tentative approval of the remaining sections of Ramblewood Village, which, among other things, required that "[t]he lands to be conveyed to the Ramblewood Village Club will be lien free at the time of the conveyance, and will remain so during the term of this agreement." This approval also required that elections for the directorship of Ramblewood Village Club be held no later than December 31, 1975.
In December 1991, Goodwin, again as President for both Ramblewood Village Club and Ramblewood Country Club, executed an agreement extending the ninety-nine-year lease for an additional fifty years.
On December 1, 2003, the Township adopted Ordinance 2003-30, which, as codified by Township Code Section 154-15B(2), provides that:
[w]henever an area designated as a country club is shown on an approved final plat, the following shall apply to the country club area:
(a) . . . . Country club areas shall never be subdivided and used for house building lots.
In June 2004, Goodwin executed a quitclaim deed conveying the lands comprising the RGCC - including the Blue Course - to plaintiff. Plaintiff, a company controlled by Richard Goodwin's son John Goodwin, reportedly procured a $2.5 million mortgage and $500,000 line of credit to pay for the conveyance.
On July 17, 2006, the Township adopted Ordinance 2006-10, which rezoned plaintiff's subject property as "Outdoor Recreation Conservation." The ordinance further provided that:
Principal permitted uses in the Outdoor Recreation Conservation zone are:
c. Clubhouse including restaurant;
e. Locker rooms for pools, including showers and bathroom facilities;
f. Cooking and eating facilities associated with ...