Maritimes & Northeast Pipeline, LLC v. Echo Easement Corridor, LLC

United States Court of Appeals
For the First Circuit
No. 09-1607
MARITIMES & NORTHEAST PIPELINE, LLC,
Plaintiff, Appellee,
v.
ECHO EASEMENT CORRIDOR, LLC,
Defendant, Appellant,
KENNEBEC WEST FOREST LLC; PENOBSCOT FOREST LLC,
Defendants, Appellees.
APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MAINE
[Hon. D. Brock Hornby, U.S. District Judge]
Before
Lynch, Chief Judge,
Boudin and Stahl, Circuit Judges.
William B. Devoe with whom Ryan P. Dumais and Eaton Peabody
were on brief for appellant.
James T. Kilbreth with whom Alexia Pappas and Verrill Dana
LLP, were on brief for appellee Maritimes & Northeast Pipeline LLC.
Deborah M. Mann with whom Jensen Baird Gardner & Henry were on
brief for appellees Kennebec West Forrest LLC and Penobscot Forest
LLC.
May 7, 2010

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We will refer to the property which Kennebec West conveyed to 1
Maritimes as the Woodchopping Ridge Property for the purpose of
clarity in this opinion, noting that such term may have been
defined differently by Maritimes in its Complaint.
Kennebec West and its subsidiary Penobscot Forest LLC ("PF") 2
were also named as defendants in this action. Below, they did not
object to Maritimes' motion for summary judgment on the declaratory
judgment claim, and here they have adopted Maritimes' arguments.
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STAHL, Circuit Judge. This case concerns a dispute over
the use of a private road. Defendant-Appellant ECHO Easement
Corridor, LLC ("ECHO") is the holder of an easement over an
approximately 2,000-foot wide strip of timberland in east-central
Maine called the "Easement Corridor." A privately-owned gravel
road known as Stud Mill Road is generally the centerline of the
Corridor and serves as its central travel artery. Though the
easement it holds grants ECHO certain rights over the Corridor, the
fee interest in the underlying land is held by Kennebec West Forest
LLC ("Kennebec West").
In October 2007, Plaintiff-Appellee Maritimes & Northeast
Pipeline, LLC ("Maritimes") acquired from Kennebec West a parcel of
land to the north of the Easement Corridor in an area known as
Woodchopping Ridge (the "Woodchopping Ridge Property" ). On 1
January 30, 2008, as part of a natural gas pipeline expansion
project, Maritimes filed a Complaint against ECHO and other
defendants for, among other claims, a declaratory judgment that 2
Maritimes possessed sufficient rights over Stud Mill Road to allow

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Maritimes' use of the connecting spur is not at issue here. 3
Maritimes' existing pipeline assets run within the Easement 4
Corridor, approximately twenty-five feet from the southern boundary
of Stud Mill Road. The compressor station and the existing
pipeline are to be connected by suction and discharge lines that
cut perpendicularly across the Easement Corridor. The site of the
suction and discharge lines was the subject of a different count of
Maritimes' Complaint and is not at issue in this appeal.
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it to use Stud Mill Road and a connecting spur road for the 3
purpose of constructing, operating, and maintaining a natural gas
compressor station on the Woodchopping Ridge Property. In 4
granting Maritimes' motion for summary judgment as to its
declaratory judgment claim, the district court concluded that
Maritimes possesses sufficient easement rights by virtue of its
acquisition from Kennebec West to allow it to use Stud Mill Road to
access the Woodchopping Ridge Property for the stated purpose. We
affirm.
I. Facts and Background
Stud Mill Road traverses the historic timberland holdings
of International Paper Company ("International Paper") in central
Maine. Prior to May 2004, when the first easement to ECHO was
granted, the road had been consistently used for, among other
purposes, construction, maintenance, and monitoring of utility
easements and had provided access to adjacent forest lands. In
addition, members of the public used the road to access remote
camps for recreational purposes.

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The "Road and Utility Corridor Easement" amended, restated, 5
and superseded the "Stud Mill Utility Corridor Easement" between
the same parties, dated May 25, 2004.
David C. Hooper, ECHO's Vice President as well as an employee 6
of International Paper, indicated in his affidavit that the
Easement Corridor may be the site for a portion of a future east-
west toll road in Maine, and he estimated that the economic impact
for ECHO from this toll road could be over $353 million.
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On December 20, 2004, International Paper and SP Forests,
LLC ("SP"), a wholly-owned subsidiary of International Paper,
executed the "Road and Utility Corridor Easement" ("Easement")
granting ECHO, a wholly-owned subsidiary of SP, a perpetual
easement in gross over the Easement Corridor. The Easement 5
generally conferred to ECHO the right to control road use and
construction and to grant and locate utility easements within the
defined Corridor.6
Ten days later, on December 30, 2004, International Paper
and SP conveyed certain of their timberland holdings to Kennebec
West. This grant gave Kennebec West a fee interest in the land
underlying and adjacent to the Easement Corridor, including the
land underlying that portion of Stud Mill Road within the Easement
Corridor, subject to ECHO's rights as defined by the Easement.
A few months after the sale, International Paper, SP,
Kennebec West, and Kennebec West subsidiary Penobscot Forest, LLC
("PF") entered into an amended easement with ECHO. Executed on May
12, 2005, the "Amended and Restated Road and Utility Corridor
Easement" ("Amended Easement") superseded the prior easement. Like

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its predecessor, the Amended Easement grants ECHO specific rights
over road and utility use and construction within the Easement
Corridor. For example:
Within the Easement Corridor, ECHO shall have the right,
in its sole discretion, to locate, construct, pave,
repair, maintain, replace, expand, improve and make
interconnections among roads, roadway infrastructure, and
related facilities, to assign, grant, or permit the use
of the same upon such terms as it may decide, and to
impose or collect such tolls, fees, or other charges for
such use as it may choose.
Further:
Within the Easement Corridor, ECHO shall have the right,
in its sole discretion, to locate, construct, install,
repair, maintain, replace, expand, and remove utilities,
utility infrastructure, and related facilities.
The Amended Easement subsequently provides:
This is an easement in gross, but it is expressly agreed
and expected by [Kennebec West], PF, SP and ECHO that
ECHO shall have the right to, and will from time to time,
assign and grant such rights and/or subsets thereof to
others in ECHO's sole discretion, provided that any such
assignment or grant of the right to operate a road shall
be made only to a federal, state, or municipal
transportation authority or similar governmental or
quasi-governmental entity. It is a primary purpose of
this easement that ECHO shall receive and consider all
requests from those who wish to use roads or locate
utility easements within the Easement Corridor, grant
such easements as it deems advisable (subject to the
terms and conditions of this easement), and manage and
regulate the use and operation of all easements within
the Easement Corridor. The easements granted by ECHO
shall be considered partial assignments of the rights
granted to ECHO by this easement and shall not diminish
the right and authority of ECHO to continue to grant
further and additional easements to others. The rights
conferred by this easement are exclusive, so that neither

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ECHO states that it was a scrivener's error to reference only 7
SP in this sentence. According to ECHO, the reference should have
included Kennebec West, PF, SP, and ECHO. But, as the district
court noted, even if ECHO is correct, that does not alter the
subsequent sentence ("Notwithstanding the foregoing . . .") that
reserves to Kennebec West and its successors and assigns the
rights to use Stud Mill Road that are at issue.
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SP [defined to include International Paper] nor their 7
successors nor assigns shall have the right to use the
Easement Corridor for the stated purposes and uses
(except as permitted by ECHO in compliance with this
easement) nor to grant any similar rights therein to
others. Notwithstanding the foregoing, [Kennebec West],
PF, SP, their successors, and assigns shall continue to
have and reserve the use of Stud Mill Road within the
Easement Corridor, subject to the right of ECHO to
relocate the same or provide substitute equivalent
alternative access.
(emphasis added).
In October 2007, Kennebec West transferred a fee interest
in the Woodchopping Ridge Property to Maritimes. The quitclaim
deed by which Kennebec West transferred the property ("Kennebec
West-Maritimes Deed") explicitly conveys "non-exclusive easement
rights appurtenant to the Property" in the "'use of the Stud Mill
Road within the Easement Corridor' . . . and . . . use of the
connecting spur Road . . . both as reserved in an Amended and
Restated Road and Utility Corridor Easement dated May 12, 2005 . .
. ."
The parties agree that by virtue of the Kennebec West-
Maritimes deed, Maritimes is a successor and assign of Kennebec
West within the meaning of the Amended Easement, and thus possesses
whatever rights to use Stud Mill Road that Kennebec West held under

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the Amended Easement. ECHO contends, however, that those rights
are not sufficiently broad to allow Maritimes to use the road by
traversing it with vehicles for the purpose of constructing and
maintaining the compressor station.
In granting summary judgment in favor of Maritimes, the
district court found that the language of the Amended Easement was
unambiguous in reserving for Kennebec West (and thus, Maritimes)
the right to use Stud Mill Road. ECHO appeals.
II. Analysis
We review the district court's grant of summary judgment
de novo. Lockridge v. The University of Maine System, 597 F.3d
464, 469 (1st Cir. 2010). Summary judgment is appropriate if there
is no genuine issue as to any material fact and the moving party is
entitled to judgment as a matter of law. Fed. R. Civ. P. 56(c).
The facts in this matter are undisputed. Where the
parties differ is in their interpretation of the language of the
Amended Easement.
The construction of language in an easement deed is a
question of law. Crispin v. Town of Scarborough, 736 A.2d 241, 250
(Me. 1999) (citing Fine Line, Inc. v. Blake, 677 A.2d 1061, 1063
(Me. 1996)). "A court construing the language in a deed must give
the words their general and ordinary meaning and must first attempt
to construe the language of the deed by looking only within the
four corners of the instrument." Pettee v. Young, 783 A.2d 637,

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640 (Me. 2001) (internal quotations and citations omitted). "If
the language of the deed is unambiguous, the scope of a party's
easement rights is determined solely from that language." Crispin,
736 A.2d at 250 (citing Fine Line, Inc., 677 A.2d at 1063).
We look within the four corners of the operating
document, the Amended Easement, to determine whether its language
is ambiguous, and we find, as the district court did, that it is
not.
Among its enumerated purposes, the Amended Easement
explicitly confers to ECHO the right, in its sole discretion, "to
assign, grant, or permit" the use of roads within the Easement
Corridor, and "to impose or collect such tolls, fees, or other
charges for such use as it may choose."
The Amended Easement later acknowledges that "[t]he
rights conferred by this easement are exclusive, so that neither SP
nor their successors nor assigns shall have the right to use the
Easement Corridor for the stated purposes and uses (except as
permitted by ECHO in compliance with this easement) nor to grant
any similar rights therein to others."
However, the following sentence states that
"[n]otwithstanding the foregoing, [Kennebec West], PF, SP, their
successors, and assigns shall continue to have and reserve the use
of Stud Mill Road within the Easement Corridor, subject to the
right of ECHO to relocate the same or provide substitute equivalent

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Although ECHO also maintains that the two prior versions of 8
the Amended Easement have some bearing, we consider only the
Amended Easement, as it is controlling. It explicitly states that
it "amends, restates, and supersedes" both prior versions. In any
event, a review of the two previous easements would not change our
analysis.
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alternative access." (emphasis added). This sentence unambiguously
reserves to Kennebec West, and therefore Maritimes, the right to
use Stud Mill Road.
ECHO argues that when employing the word "use" in that
sentence, the parties to the Amended Easement reserved from the
grant to ECHO only "their traditional access and use rights" within
the Easement Corridor, which do not extend to road access for the
construction and operation of a new utility project. We disagree.
There is no language in the Amended Easement which limits the word
"use."
ECHO maintains that despite the lack of such limiting
language, a reading of the Amended Easement in its entirety reveals
the parties' intent to create such a limitation. But upon close 8
review of the document as a whole, we cannot but agree with the
district court's conclusion. Though the Amended Easement grants
ECHO broad rights over the use and placement of roads and utilities
within the Easement Corridor, the fee holders carved out for
themselves (and their assigns) the use of Stud Mill Road -- the
primary means of access to the adjacent property. ECHO has the
right to relocate Stud Mill Road or to provide "substitute

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We note that the compressor station at issue is located 9
outside the Easement Corridor. Thus, a declaration of Maritimes'
non-exclusive right to use Stud Mill Road to access the
Woodchopping Ridge Property for that purpose does not impact ECHO's
rights to control the use and location of utilities within the
Easement Corridor.
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equivalent alternative access." Barring those remedies, the
Amended Easement does not restrict Maritimes in its use of Stud
Mill Road for the construction, operation, and maintenance of a
compressor station on the Woodchopping Ridge Property.9
III. Conclusion
Thus, we affirm the district court's entry of summary
judgment in favor of Maritimes.
Affirmed.

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