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Click here for the full text of this decision FACTS: In 1992, Mobil Oil entered into a brownfields agreement with the Texas Water Commission to clean up a petroleum fuel tank farm in East Austin. As part of the settlement, Mobil was to impose restrictive covenants on the land before selling or transferring it to prohibit uses that could create environmental risks. In 1997, Mobil Oil sold the property to Pizza Property Partners (PPP) by special warranty deed that included a restrictive covenant. The covenant required that the property be used for commercial or light industrial purposes only, and prohibited the building of subsurface structures. The covenant also stated that it was to run with the land. Mobil, however, was to continue with its cleanup and monitoring of the site in exchange for PPP releasing Mobil from liability. The covenant and deed were filed in the Travis County clerk’s office. In January 2000, PPP conveyed the property to Voice of the Cornerstone Church Corp., a religious organization. Though the special covenant filed by PPP and Mobil was not mentioned specifically, the conveyance was made subject to any and all restrictions, covenants and conditions filed in Travis County. Cornerstone converted the largest building on the property into a church sanctuary. It built a small kitchen next to the sanctuary, and the church’s pastor operated an appliance repair shop and retail store on the property. Additionally, Cornerstone took the sand from one of the pits where a fuel storage tank had been, mixed it with cement, and created a concrete baptismal pool where the tank had been. Mobil Oil contacted Cornerstone to inform the church that its use of the property was in violation of the restrictive covenant. Mobil Oil became ExxonMobil shortly thereafter. ExxonMobil sought to enjoin Cornerstone for using the property for church purposes and to prohibit it from beginning any new construction projects. ExxonMobil also named PPP as a party, as well as the real estate agent who facilitated the PPP/Cornerstone sale. In cross-motions for summary judgment, the trial court granted ExxonMobil’s motion without standing the grounds. Cornerstone then filed a declaratory judgment counterclaim to cancel or modify the restrictive covenant based on changed circumstances or ambiguity. Cornerstone also challenged ExxonMobil’s standing to bring suit. ExxonMobil brought another summary judgment motion, which the trial court granted. There was a trial on the pending claim between ExxonMobil and PPP in which the trial court ruled for ExxonMobil and incorporated its prior rulings with regard to Cornerstone. Cornerstone was banned from its use of the property for fellowship purposes, from using the baptismal pool and for building any other structures without first getting ExxonMobil’s permission. HOLDING: Affirmed. The court first addressed ExxonMobil’s standing to bring this suit. ExxonMobil is Mobil Oil’s successor in interest and stands in Mobil Oil’s shoes. Thus, it may enforce the restrictive covenant. This ruling was partly based on the fact that the covenant runs with the land. The terms of the covenant were intended to bind future property owners. Even though it was not explicitly brought to Cornerstone’s attention, Cornerstone was charged with notice of the deed’s terms and other agreements made between PPP and Mobil Oil. The court rejected Cornerstone’s attempt to characterize the covenant as an easement in gross. The court next interpreted the terms of the restrictive covenant. Although the restrictive covenant did not, in so many words, prohibit worship services or related church activities, it unequivocally prohibited any use of the property other than “commercial/light industrial purposes,” the court observeed. Especially given the brownfield-redevelopment context in which the covenant was created, it was unnecessary for ExxonMobil to precisely identify each and every possible non-commercial, non-industrial use for that limitation to be effective. Furthermore, Cornerstone conceded that its church uses were neither nominal nor inconsequential to the permitted activity (e.g., the appliance repair and retail shop). Another problem for Cornerstone resided in the church’s construction of the baptismal pool in violation of the covenant’s restriction on subsurface structures. Cornerstone argued that the pool was built as an already-existing concrete hole and thus not a subsurface structure. The court, however, observed that the pool may have been easier to construct, because Cornerstone did not have to dig to remove the sand and dirt, but this wasn’t merely use of an existing hole. Lastly, the court ruled that the restriction on the use of the land was a facially neutral restriction that applied equally to the religious activities of all denominations and faiths. Cornerstone’s religious freedom was not, therefore, being burdened by the restriction on its use of the land. OPINION: Pemberton, J.; Law, C.J., Smith and Pemberton, JJ.

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