CARLTON, J., for the Court:
¶ 1. Ronnie and Diane Robertson appeal the Forrest County Chancery Court's judgment finding their property subject to valid and enforceable restrictive covenants. Jody and Jean Catalanotto filed a cross-appeal of the chancellor's judgment, asserting that the chancellor erred in failing to award damages to the Catalanottos. Finding no error, we affirm the chancellor's judgment.
¶ 2. The record reflects that South Pointe Investment Company owned 283.5 acres of property in Forrest County, Mississippi, which it eventually sold into separate tracts of undeveloped land. South Pointe attached restrictive covenants to all of the property deeds, and this action arises out of a dispute over the restrictive covenants.
¶ 3. The restrictive covenants state, in pertinent part:
(Emphasis added).
¶ 4. The Catalanottos and Robertsons each purchased tracts of land formerly owned by South Pointe. The record reflects that the Catalanottos purchased their property in 1997. The Robertsons
¶ 5. Then, on April 25, 2011, the Robertsons began commercial logging operations on the property. The record reflects that the Robertsons submit that they hired a registered forester to advise them on the best forest-management practice in removing the damaged timber from their property and replanting the property. The record also shows that on that same day, counsel for the Catalanottos called the Robertsons to request that they comply with the restrictive covenants and immediately cease all logging operations on the land. However, the Robertsons continued the logging operations. As a result, the Catalanottos filed a petition for a preliminary injunction and temporary restraining order on April 25, 2011.
¶ 6. The day after the filing of the petition, the chancellor held a hearing on the matter. The Robertsons received notice and participated in the hearing by telephone. During the hearing, Ronnie Robertson admitted that he began commercial logging operations on April 25, 2011. The chancellor entered a temporary restraining order prohibiting any further logging operations by the Robertsons. The chancellor eventually extended the temporary restraining order indefinitely pending a final trial on the merits.
¶ 7. On May 12, 2011, the Catalanottos filed an amended petition for injunctive relief, to quiet title, for a declaratory judgment, for tortious breach of contract, for breach of contract, and for intentional infliction of emotional distress. The Catalanottos asserted that the Robertsons breached the contractual terms of the restrictive covenant, and as a result, the Catalanottos suffered the expense of lost time from work to enforce the covenants, plus court costs.
¶ 8. On May 12, 2011, the Robertsons filed an answer to the petition for a preliminary injunction and temporary restraining order, arguing that the restrictive covenants expired on January 1, 1990, and were no longer in force and effect.
¶ 9. Following a hearing on September 20, 2011, the chancellor entered an order setting forth that the parties had agreed to and entered into evidence a number of exhibits; that the parties should file expert opinions; and that the chancellor would thereafter issue her opinion based upon the agreed exhibits, the expert opinions, briefing, and a site visit of the property. On December 13, 2011, the chancellor also ordered that all property owners affected by the restrictive covenants in question be joined as parties to the action.
¶ 10. On February 12, 2012, the Robertsons filed a motion to require removal of noncompliant structures and to increase the bond posted by the Catalanottos for the entry of the restraining order. The Robertsons alleged that the Catalanottos had "numerous noncompliant structures"
¶ 11. On February 24, 2012, the Catalanottos filed a petition for a preliminary injunction against Ronnie Robertson requesting that the court enjoin and restrain him "from all activities which threaten[ed]" the Catalanottos.
¶ 12. On June 27, 2012, the Catalanottos filed an amended motion for summary judgment regarding the validity of the restrictive covenants. The record reflects that the chancellor heard testimony from the parties on July 17, 2012. On September 18, 2012, the parties entered an agreed stipulation, agreeing to a number of facts not in dispute; to the admission of exhibits and expert opinions; and that the issue of the existence, validity, and enforceability of the restrictive covenants was submitted to the chancellor based upon the agreed stipulation.
¶ 13. On October 5, 2012, the chancellor entered its order finding and adjudging that the restrictive covenants ran with the land and that based upon the "four-corners test," a full reading of the text showed that the restrictive covenants were "clear and unambiguous" and had not expired. The chancellor explained that although "all of the defendants (a vast majority of the property owners) testified that they no longer wanted the restrictive covenants to apply and only the [Catalanottos] wanted to continue to have the restrictive covenants in force," the subject restrictive covenants required unanimous consent, rather than majority rule, to be changed.
¶ 14. The chancellor also determined, after applying the factors set forth in Vulcan Materials Co. v. Miller, 691 So.2d 908, 914 (Miss.1997), that the restrictive covenants
As a result, the chancellor held that "it is immaterial that the restrictive covenants may not have been included in the conveyance to [the Robertsons]," since covenants that run with the land are enforceable against a subsequent owner, even if the subsequent owner's deed fails to reference the covenant.
¶ 15. After reviewing the expert opinions of registered foresters Shawn Clinton and Don Williams regarding good forest management, the chancellor also found that the restrictive covenants prohibited the removal of trees for commercial use. The issue of damages was, per a stipulation, set to be determined at a later hearing.
¶ 17. A trial was held on January 16, 2014, on the issues of: damages for the violation of restrictive covenants; whether a mobile home violates restrictive covenants; contempt for the removal of the gate; and attorney's fees. The chancellor entered an order on February 21, 2014, denying the Catalanottos' request for damages, finding no violation of the restrictive covenants by the Robertson's logging operation. The chancellor found, however, that the Robertsons' mobile home failed to comply with the square-footage requirements in the restrictive covenants. The chancellor ordered that the Robertsons must either remove the mobile home or add additional square footage to bring it into compliance. Regarding the issue of removing the gate, the chancellor stated that she "heard no proof" that Ronnie removed the gate after the chancellor entered an order prohibiting Ronnie from doing so. Finally, the chancellor denied the Catalanottos' request for attorney's fees.
¶ 18. On March 7, 2014, the Robertsons appealed the chancellor's judgment denying their request for declaratory relief. On March 12, 2014, the Catalanottos filed a cross-appeal of the chancellor's judgment on the issues of: denial of damages for violation of restrictive covenants; tortious interference with contract; intentional infliction of emotional distress; failure to find contempt and damage for removal and tampering with the gate; failure to award punitive damages; failure to award damages for conversion of gates; failure to award attorney's fees for contempt by the Robertsons; failure to award pre-judgment interest; failure to award a permanent injunction preventing tampering with the entrance gate.
¶ 19. "The standard of review of a chancellor's decision is abuse of discretion." Jones v. Graphia, 95 So.3d 751, 753 (¶ 6) (Miss.Ct.App.2012). On appeal, we "will not disturb the factual findings of a chancellor when supported by substantial evidence unless we can say with reasonable certainty that the chancellor abused his discretion, was manifestly wrong [or] clearly erroneous, or applied an erroneous legal standard." Id. Additionally, "this [C]ourt's review of a ruling regarding a restrictive covenant is limited to abuse of discretion." Rawaid v. Murguia & Arias Grocery, LLC, 124 So.3d 118, 121 (¶ 14) (Miss.Ct.App.2013).
¶ 20. However, we apply a de novo standard when reviewing questions of law. Jones, 95 So.3d at 753 (¶ 6).
¶ 21. The Robertsons argue that the chancellor erred in finding that the restrictive covenants at issue were valid and effective. The Robertsons assert that the plain language of the restrictive covenants provides that the covenants expired on January 1, 1990. The Robertsons also submit that no effort was ever made by the landowners prior to or after the expiration date of January 1, 1990, to extend or change the restrictive covenants. The chancellor found that the restrictive covenants
¶ 22. In review of this case on appeal, we recognize the following:
Kephart v. Northbay Prop. Owners Ass'n, 134 So.3d 784, 786 (¶ 8) (Miss.Ct.App. 2013).
The supreme court also explained the following:
Id. (citing Kinchen v. Layton, 457 So.2d 343, 346 (Miss.1984)). "Restrictive covenants are to be fairly and reasonably interpreted according to their apparent purpose." Kephart, 134 So.3d at 786 (¶ 8).
¶ 23. Restrictive covenants are subject to the rules of contract construction. See Belager-Price v. Lingle, 28 So.3d 706, 711 (¶¶ 8-10) (Miss.Ct.App. 2010). Regarding the construction of contracts, the supreme court has set out a three-tiered approach to contract interpretation:
One S., Inc. v. Hollowell, 963 So.2d 1156, 1162-63 (¶ 10) (Miss.2007) (internal quotation marks and citations omitted); see also Facilities, Inc. v. Rogers-Usry Chevrolet, Inc., 908 So.2d 107, 110-11 (¶¶ 10-11)
¶ 24. In applying the applicable law to the present case, we acknowledge that the restrictive covenants imposed upon the original deeds by South Pointe provided as follows:
The record reflects that the chancellor acknowledged that when analyzing the construction of the restrictive covenant at issue, she "kept ... in mind" that construction is more strongly construed against the person seeking the restriction. After looking "at the four corners" of the restrictive covenants, the chancellor found that "the full reading" of the restrictive covenants "is not ambiguous[,] and the intent is clear" that the covenants "may only be changed by all owners agreeing." The chancellor interpreted this language as providing that the restrictive covenants did not expire on January 1, 1990. The chancellor determined that the full reading of the restrictive covenants clearly established that January 1, 1990, constituted the date when the covenants could be changed by an agreement of all of the owners.
¶ 25. The chancellor also found that the restrictive covenants at issue ran with the land, stating that "it is immaterial that the restrictive covenants may not have been included in the conveyance to [the Robertsons]." In Misita v. Conn, 138 So.3d 138, 141 (¶ 8) (Miss.2014), supreme court explained that
¶ 26. In the present case, the chancellor found the following: that South Pointe clearly intended to create the restrictive covenants; that privity of estate existed between the Catalanottos and the Robertsons; and that the covenants touch and concern the land in question. We further acknowledge that "[a] covenant that runs with the land is not void merely because it is not referred to in any deed conveyed to subsequent owners." Id.
¶ 27. The Robertsons next argue that even if the chancellor correctly found that the covenants were valid and enforceable, the Robertsons still exercised "good forest management practices" in cutting timber. In support of their argument, the Robertsons cite to the following language in the covenants:
¶ 28. The Robertsons state that both they and the Catalanottos hired registered foresters to review the property and to provide an opinion as to whether or not
¶ 29. The chancellor herein found that the language "any cutting of trees shall be done only under good forest management practices" failed to refer to commercial logging, "but simply deal[t] with the ordinary care of this wooded property." The chancellor held that the language that "no... trees shall be removed for any commercial use" prohibited the Robertsons from engaging in commercial logging.
¶ 30. After our review, we find that the substantial and credible evidence in the record supports the chancellor's determination that the restrictive covenants herein are valid, enforceable, and run with the land.
¶ 31. The Catalanottos argue on cross-appeal that the chancellor erred by failing to award damages on the following issues: the Robertsons' willful violation of the restrictive covenants; intentional infliction of emotional distress; removing and tampering with the access gate to the Catalanottos' property; and conversion of the Catalanottos' gate. The Catalanottos also claim that they were entitled to punitive damages and attorney's fees based on the Robertsons' willful and intentional breach of the restrictive covenants and court orders. The Catalanottos assert that evidence showed the Robertsons stole the access gate to the Catalanottos' property and that the Robertsons threatened and harassed the Catalanottos to the point that they suffered fear, anxiety, and loss of sleep.
¶ 32. As stated, we review the decision of a chancellor for abuse of discretion. Jones, 95 So.3d at 753 (¶ 6). We "will not disturb the factual findings of a chancellor when supported by substantial evidence unless we can say with reasonable certainty that the chancellor abused his discretion, was manifestly wrong [or] clearly erroneous, or applied an erroneous legal standard." Id.
¶ 33. In her February 21, 2014 order, the chancellor denied the Catalanottos cross-appeal and declined to award actual damages, punitive damages, or attorney's fees to the Catalanottos. Regarding the Catalanottos' claim that they were entitled to actual damages as a result of Ronnie's alleged violation of the restrictive covenants, the chancellor cited to Levens v. Campbell, 733 So.2d 753, 760-61 (¶ 27) (Miss.1999), and applied the elements for proving tortious interference with contractual relations.
¶ 34. In addressing the Catalanottos' claim for intentional infliction of emotional distress, the chancellor, citing Summers ex rel. Dawson v. St. Andrew's Episcopal School, Inc., 759 So.2d 1203, 1211 (¶ 34) (Miss.2000), recognized that "[i]ntentional infliction of emotional distress can be predicated on behavior that is `malicious, intentional, willful, wanton, grossly careless, indifferent or reckless.'" In denying the Catalanottos' request for damages, the chancellor provided the following:
¶ 35. The decision of whether or not to grant an award of punitive damages lies within the chancellor's sound discretion. Griffith v. Griffith, 997 So.2d 218, 223-24 (¶ 20) (Miss.Ct.App.2008). "[T]he question of whether punitive damages should be awarded depends largely upon the particular circumstances of the case." Id. In the present case, the chancellor recognized that the standard of proof for punitive damages is clear and convincing evidence, and stated that "the plaintiff must show that the defendant acted with actual malice, gross negligence which evidences a willful, wanton or reckless disregard for the safety of others, or committed actual fraud."
¶ 36. After examining the restrictive covenants, the chancellor further found that the covenants "do not mention a gate to the common road that leads to the individual tracts of land." The chancellor acknowledged her prior March 14, 2012 order enjoining the Robertsons from removing or tampering with the gate at the entrance to the roadway easement from Rockhill Road, and explained that "this was an effort ... to keep the peace during the pendancy of this action." The chancellor, however, clarified that "the restrictive covenants do not address this gate and therefore the court does not order any of the parties not to remove or tamper with the gate." The chancellor declined to award damages based on the Catalanottos' claim that the Robertsons removed and tampered with the gate, stating "the Court heard no proof that it was [Ronnie] Robertson who removed the gate after the
¶ 37. Finally, the chancellor declined to award attorney's fees as a result of the expenses incurred by the Catalanottos in enforcing the restrictive covenants. When reviewing a grant or denial of attorney's fees, "this Court will not disturb the trial court's award of attorney's fees unless there was an abuse of discretion." Griffith, 997 So.2d at 224 (¶ 23). A trial court "may award attorney's fees, absent a contractual provision or statutory authority, where the trial court has found that punitive damages are appropriate." Id.; see Aqua-Culture Techs., Ltd. v. Holly, 677 So.2d 171, 184 (Miss.1996). "The determination of an amount constituting a reasonable attorney's fee is within the sound discretion of the trial court." Griffith, 997 So.2d at 224 (¶ 23).
¶ 38. In the present case, the chancellor explained that the restrictive covenants at issue failed to address the issue of attorney's fees. Additionally, "there was a legitimate issue of whether or not the restrictive covenants were still in force and [e]ffect." Further, the chancellor stated that "the court is unaware of any statutory authority for awarding attorney[`s] fees to the [Catalanottos]."
¶ 39. In Hudson v. Morrison Heights Baptist Church, 782 So.2d 726, 732 (¶ 33) (Miss.2001), the supreme court held that a chancellor did not abuse his discretion in failing to award attorney's fees where an injunction had not been violated by the defendants. Similarly, we find no abuse of discretion in the chancellor's denial of attorney's fees to the Catalanottos.
¶ 40. Our review of the record herein reveals no abuse of discretion by the chancellor in determining that the restrictive covenants are valid and enforceable and in denying the Catalanottos' request for damages. We further find that substantial evidence in the record supports the chancellor's findings and judgment.
¶ 41.
IRVING AND GRIFFIS, P.JJ., BARNES, ISHEE, FAIR, JAMES AND WILSON, JJ., CONCUR. LEE, C.J., AND GREENLEE, J., NOT PARTICIPATING.