The opinion of the court was delivered by: (Judge Munley)
Before the court are two motions brought pursuant to Rule 12 of the Federal Rules of Civil Procedure. The first motion is Defendant Norcross Wildlife Foundation's Rule 12(b)(6) motion to dismiss for failure to state a claim for which relief can be granted. (Doc. 4). The second motion is Plaintiff Stockport Mountain Corporation LLC's Rule 12(d) cross-motion for summary judgment. (Doc. 10). The parties fully briefed the issues, and the court heard oral argument in this matter on January 13, 2012. For the following reasons, the court will deny both motions.
In March 2002, Stockport Forest Preservation, LLC (hereinafter "SFP") purchased a parcel of land in Buckingham Township, Wayne County, Pennsylvania (hereinafter "the Land"). (Doc. 1, Compl. ¶¶ 5-6 hereinafter "Compl.")). SFP is a wholly owned subsidiary of Defendant Norcross Wildlife Foundation (hereinafter "defendant"), which is a Massachusetts corporation. (Id. ¶¶ 2, 6). On March 15, 2002, SFP entered into a conservation easement with defendant. (See id. ¶ 7; Doc. 1-2, Ex. A , Conservation Easement for Stockport Forest (hereinafter "CE")).
The conservation easement seeks to preserve the Land by implementing a series of land use patterns and restrictions that defendant has the power to enforce in perpetuity. (See CE at 2). The conservation easement provides in relevant part:
1. Grant Purpose. Grantor hereby grants and conveys to Grantee a perpetual conservation easement in gross which Grantee accepts for the purpose of preserving the Conservation Values of the Property; the protection of plant life and wildlife biodiversity and the protection of wildlife habitats; and conserving and protecting the Property from soil erosion, water pollution, development, fragmentation, and other occurrences which might interfere with the Property's Conservation Values, or with the beauty and unique character of the Property as it exists in its current state, subject to the qualifications, terms and conditions set forth hereinbelow. . . .
4. Prohibited Uses. The following activities and uses are expressly prohibited:
a) All uses and activities in the Conservation Reserve Areas, except as permitted under Section(s) 4(m) and 5(b). . . .
c) Industrial or commercial uses of any kind, including commercial recreation, except home occupations that do not involve more than two outside employees, and do not involve outside storage of materials or supplies, equipment or products . . . .
d) Commercial mining and/or quarrying of any kind. However, quarrying for the personal use of the Grantee, its successors and assigns, and their immediate family shall be permitted, provided it is in compliance with all state regulations.
e) [Certain timbering activities in compliance with applicable regulations are allowed].
f) Depositing, dumping, abandoning, or release of any solid waste or debris, or liquid wastes or chemical substances on the Property except that fertilizers, herbicides and pesticides for the purpose of maintaining or improving the growth of vegetation or the conservation of natural resources . . . .
l) New roads, except to provide low-impact temporary access to logging. Such temporary roads shall be re-seeded within six months of the cessation of such logging. . . . Any modifications altering the size or direction of any watercourses, body of water, or wetlands shall be submitted in writing to Grantee for approval before applying for any permits, if required.
m) [certain hunting and fishing activities are permitted]. (Id. at 2, 4-5). The conservation easement also purports to be "constructed with the intention of conforming with the requirements for conservation easements under the Pennsylvania Conservation and Preservation Easements Act, Act 29 of 2011." (Id. at 2).
On April 22, 2002, Plaintiff Stockport Mountain Corporation LLC (hereinafter "plaintiff") purchased the Land from SFP subject to the conservation easement. (Compl. ¶ 9; Doc. 1-2, Ex. B, Deed). Plaintiff is a Pennsylvania limited liability company and currently owns the Land. (Compl. ¶¶ 1, 5). Plaintiff avers that it owns the surface and subsurface rights to the Land in fee simple notwithstanding the restrictions contained in the conservation easement. (Id. ¶ 9-11).
In 2007, plaintiff learned that natural gas deposits may be located under the Land. (Id. ¶ 13). Several oil and natural gas companies have expressed an interest in exploring for natural gas on the Land. (Id. ¶ 14). Plaintiff asserts that drilling for natural gas, and the subsequent operation of a natural gas well, would minimally impact the Land. (Id. ¶ 16). Plaintiff claims that only five of the property's nearly two thousand acres would be affected. (Id. ¶ 15). Plaintiff also maintains that the only permanent structure left on the Land will be a well head and valves, commonly referred to as a "Christmas tree." (Id.)
Plaintiff claims that drilling for natural gas on the Land is consistent with the conservation easement, and on December 19, 2007, plaintiff sought defendant's concurrence in plaintiff's plan to enter into a ten year lease of the Land's subsurface mineral rights. (Id. ¶¶ 19-22; Doc. 1-2, Ex. C, Letter Dated Dec. 19, 2007). Defendant disagreed and refused to concur in plaintiff's plan on the basis that natural gas drilling violates the conservation easement. (Doc. 1-2, Ex. D, Letter Dated Jan. 16, 2008).
For the next several months, the parties continued to communicate in an effort to resolve this dispute; however, defendant maintained its position that natural gas drilling is the type of activity prohibited by the conservation easement. (Compl. ¶¶ 24-28; Doc. 1-2, Ex. E, Letter Dated Mar. 5, ...