VIRGINIA:

     In the Supreme Court of Virginia held at the Supreme Court
Building in the City of Richmond, on Friday, the 15th day of
September, 1995.


Norton Bowman,                                                         Appellant,

 against Record No. 941911
              Circuit Court No. 125CH93003286-00

Wintergreen Property Owners Association, Inc.,                          Appellee.

             Upon an appeal from a judgment rendered by the
        Circuit Court of Nelson County on the 12th day of
        August, 1994.


        Upon consideration of the record, briefs, and argument of

counsel, the Court is of opinion that there is no error in the

judgment appealed from.         Accordingly, the judgment is affirmed.

The appellant shall pay to the appellee thirty dollars damages.


JUSTICE WHITING, with whom JUSTICE LACY and JUSTICE KEENAN join,
concurring in part, and dissenting in part.


        Unlike the majority, which decides this case without stating

the facts or giving a reason for its decision, I think there was

error    in    the   chancellor's   judgment     and   I   believe     that     some

explanation should be given to the litigants.              Accordingly, I find

it necessary to state the facts in order to explain my reasons for

dissenting to a part of the majority's order.

        This appeal arises from Norton Bowman's display of certain

articles of personal property outside his house in the Wintergreen

Resort    residential    subdivision    (Wintergreen)      in    Nelson   County.

The display in question included three cow skulls, two pairs of

cow   horns,    three   neon   signs   reading   "Aspen,"       "Key   West,"   and
       "Margaritaville," and a bar and murals attached to the outside of

       Bowman's residence.       Also, either on the outside deck of his house

       or   in   his   yard,    Bowman     displayed       a    lighted   Christmas       tree

       silhouette, the statues of two deer, five pastel, beach-style

       umbrellas, eight lighted wicker deer structures, seven lighted

       artificial      cactus    and     palm   plants,          eight    wooden        figures

       representing cowboys and Indians, two lighted pink flamingos, and

       two wooden owls.
             Wintergreen        Property     Owners        Association,          Inc.     (the

       association) sued Bowman to enjoin his display of these and other

       articles without its permission or approval as violations of the

       following Wintergreen restrictive covenants: 1
            1.    No building, fence or other structure shall be
            erected, placed or altered nor shall a building permit
            for such improvement be applied for on any property in
            Wintergreen until the proposed building plans and
            specifications,   showing   floor   plans,   the   front
            elevation, exterior color or finish, a plot plan
            detailing the proposed location of such building or
            structure, drives and parking areas, a landscape plan, a
            pollution control plan . . . and the construction
            schedule shall have been filed with and approved in
            writing by [the association], its successors or assigns.
             Refusal of approval of plans, location or specification
            may be based by [the association] upon any ground,
            including purely aesthetic conditions, which in the sole
            and uncontrolled discretion of [the association] shall
            seem sufficient.      No alteration in the exterior
            appearance of any building or structure shall be made
            without like approval by [the association]. . . .

             5.   No signs shall be erected or maintained on any
             property by anyone including, but not limited to, the
             owner, a realtor, a contractor or subcontractor, except
             with the written permission of [the association] or
             except as may be required by legal proceedings. If such
             permission is granted, [the association] reserves the
             right to restrict size, color and content of such signs.
   1
     The association is the            successor      to       the   developer    which
imposed these restrictions.
              Residential property identification and like signs not
             exceeding a combined total of more than one (1) square
             foot may be erected without the written permission of
             [the association].

             6.   It shall be the responsibility of each property
             owner and tenant to prevent the development of any
             unclean, unsightly or unkept conditions of buildings or
             grounds on such property. No outside burning of wood,
             leaves, trash, garbage or other refuse shall be
             permitted on any Property.


             Following an ore tenus hearing, the chancellor agreed with

       the   association's   construction   of   the   restrictive       covenants

       regarding the above articles and required Bowman to remove them
                                                                     2
       unless he obtained association approval.    Bowman appeals.
             The controlling principles are set forth in Friedberg v.

       Riverpoint Bldg. Comm., 218 Va. 659, 665, 239 S.E.2d 106, 110

       (1977), as follows:
                 Valid covenants restricting the free use of land,
            although widely used, are not favored and must be
            strictly construed and the burden is on the party
            seeking to enforce them to demonstrate that they are
            applicable to the acts of which he complains. . . .
            Substantial doubt or ambiguity is to be resolved against
            the restrictions and in favor of the free use of
            property. . . .

                  But if it is apparent from a reading of the whole
             instrument that the restrictions carry a certain meaning
             by definite and necessary implication, then the thing
             denied may be said to be clearly forbidden, as if the
             language used had been in positive terms of express
             inhibition. . . . (Citations omitted).


             Bowman argues that his neon signs did not require association

       approval under the provisions of restriction 5 because they were

       not "advertisement[s]" but a "display of neon art," reflecting
   2
     The association has not assigned cross error to the
chancellor's judgment that Bowman did not violate the restrictive
covenants in locating a hot tub and twelve globe lights outside
his residence.
places     he   had     visited    and    the    signs       were   intended     to    be

illuminated only during his occupancy of the premises.                         I agree

with the association that the plain language of restriction 5

specifically covers Bowman's sign display even if it could be

considered "neon art."             Thus, I would affirm that part of the

chancellor's opinion.

      Turning     to    restriction      1,   particularly      its   language        that

"[n]o alteration in the exterior appearance of any building or

structure       shall      be   made     without    like        approval    by        [the

association]," I disagree with Bowman's claim that, as used in

this sentence, the word "alteration" limits association approval

to those changes that are structural modifications of the exterior

of   any    building       or   structure.       Instead,       I   agree   with      the

association's contention that, consistent with the context of this

sentence and the remaining language of restriction 1, the word

"alteration clearly encompasses any change or alteration in the

exterior of Bowman's residential structure."                    The requirement of

association approval of building plans and specifications, front

elevations, and exterior colors and finishes in the first sentence

of   restriction       1   makes   it    plain   that    a    similar   approval       is

required for an alteration or change in the exterior appearance of

any residence by the attachment of personal property thereto.

Hence, I agree that association approval was required for those

items of display attached to Bowman's house.
      However, I disagree with the association's contention that

Bowman's display of the other personal property in his yard and on

the deck of his residence was subject to restriction 1.                               The
chancellor held that these objects "come within the terms of the

[restriction 1]" because they "alter the exterior appearance of

the    structure"       and,     thus,      their     display      requires     association

approval.          On   the    contrary,        I   would   hold    that    Bowman's     yard

display was not an alteration in the appearance of his residential

structure requiring association approval, but an alteration in the

appearance of his yard, clearly not subject to such approval.

        Nor do I agree with the association's contention that a

prohibition of "alteration[s] in the exterior appearance of any

building or structure" unambiguously requires association approval
of    Bowman's       placement       of    pastel    umbrellas      and    other   personal

property on the deck of his residence.                             If restriction 1 is

unambiguous, there is no need for construction and we simply apply

the language as written.               Moore v. State Farm Mut. Auto. Ins. Co.,

248 Va. 432, 435-36, 448 S.E.2d 611, 613 (1994).                           Yet, instead of

applying the restriction as written, the association construes "no

alteration in" to mean "no items which alter."                              And even this

"amended"         language     needs       further    construction         to   permit    the

conclusion that nothing may be displayed on the residence or its

deck without association approval, although not attached to either

the     residence       or     the     deck.        Thus,    the    association      itself

demonstrates that the language is ambiguous and merely advances

one construction of that language.

        I    think      a     better      construction       of     this     provision    of

restriction 1 is that association approval is limited to those

articles which are attached to the residence or deck and thus
alter       the   appearance     of       the   structure.        This     construction   is
reinforced when this provision is considered in context with the

earlier provisions in restriction 1 requiring association approval

for the construction of buildings, fences, structures, drives,

parking areas, landscape plans, and pollution control plans. In

any event, any doubt or ambiguity in the scope of any restrictive

covenant is to be resolved against the restriction and in favor of

the free use of property.               Williams v. Brooks, 238 Va. 224, 228,

383 S.E.2d 712, 714 (1989); Friedberg, 218 Va. at 665, 239 S.E.2d

at    110.      Hence,    I     think    the    chancellor      erred     in    requiring

association permission for Bowman's display of the articles of

personal property that were simply placed on the deck of his

residential structure.
       Next,    I    consider    the     chancellor's        alternative       ground   for

enjoining      Bowman's       display.         The    chancellor     also      held     that

Bowman's display was an "unsightly condition" "in relation to the

general appearance and scheme of development at Wintergreen," and

hence a violation of restriction 6.                   Although the chancellor gave

no further explanation for his ruling, the association claims the

following      additional       language       from    the    restrictive       covenants

supports his holding:           "The primary purpose of these covenants and

restrictions and the foremost consideration in the origin of same

has   been     the   creation     of     a   community       which   is   aesthetically

pleasing and functionally convenient."

       However, the specific purpose of restriction 6 is "to prevent

the development of any unclean, unsightly or unkept conditions of

buildings or grounds."            I do not think that this language can be

converted into a restriction against the creation of a display
some people may consider aesthetically displeasing.                              In extending

the scope of the restriction beyond its clear purpose, I think

that the chancellor read the word "unsightly" out of context for

the reasons which follow.

       First, I consider that the purpose of restriction 6 is "to

prevent neglect in the subdivision by requiring lot owners to take

action "to prevent the development of any unclean, unsightly or

unkept conditions."             Stated another way, restriction 6 is aimed at

a   lot     owner's    neglect        or    failure      to    act   in     maintaining         his

property.
       On    the     other      hand,      an   aesthetically        displeasing         display

usually is the result of some affirmative act; it does not occur

by neglect.        It is not usually regarded as a "condition[]," which,

in relation to an inanimate object, usually alludes to the state

of its cleanliness or repair.                   And the language of restriction 1

requiring association approval of "the proposed building plans and

specifications,"           a    "plot      plan,"    a   "landscaping           plan,"    and    a

"pollution control plan," and subjecting such approval to "purely

aesthetic conditions," demonstrates a familiarity, not only with

the    difference      between        a    neglected       property       and    one     that   is

aesthetically displeasing, but also with the method of subjecting

certain      parts    of       the   lot    owner's      property      to       the    aesthetic

judgment of the association.

       My second reason for concluding that the chancellor read the

word      "unsightly"      out       of    context    is      that   the    enumeration         of

"unclean," "unkept," and "unsightly" as common modifiers of the

word "conditions" requires that the three modifiers be construed
consistently with each other under the well-established maxim of

noscitur a sociis.            Under this maxim, "when general and specific

words are grouped, the general words are limited by the specific

and will be construed to embrace only objects similar in nature to

those    things     identified       by    the    specific      words."         Martin    v.

Commonwealth, 224 Va. 298, 302, 295 S.E.2d 890, 893 (1982).                              Or,

as stated by another authority, "[t]he meaning of a word is or may

be known from the accompanying words.                       Under the doctrine of

'noscitur a sociis', the meaning of questionable or doubtful words

or phrases . . . may be ascertained by reference to the meaning of

other     words   or     phrases     associated         with    it."        Black's      Law

Dictionary 1060 (6th ed. 1990).
        And, as pertinent to the prevention of "the development of

any    unclean,     unsightly       or    unkept      conditions     of    buildings     or

grounds," "unclean" is defined as "dirty, filthy," Webster's New

International       Dictionary      2485    (3rd      ed.   1986)    and    "unkept"     is

defined as "neglected."            Id. at 2502.        Accordingly, I do not think

that    one   can      define      "unsightly,"        in   the     context     of    these

restrictions, as an "aesthetically displeasing" display.

        In sum, and consistent with Friedberg and Williams, I read
the word "unsightly" in harmony with the remaining language of

restrictions 1 and 6.              Thus, I would construe restriction 6 as

dealing    solely      with    a   lot    owner's     responsibility       to    keep    his

buildings and grounds in good condition.                        And the evidence is

uncontradicted that Bowman was doing so.

        Finally, I do not agree with the association's contention

that    restriction     6,     considered        in   context     with    all   the   other
restrictive covenants, "carr[ies] a certain meaning by definite

and necessary implication," Friedberg, 218 Va. at 665, 239 S.E.2d

at 110, that association approval is required for such a display

of articles outside Bowman's house.               Indeed, a review of the other

restrictive covenants indicates otherwise.

        When the author of the restrictive covenants intended to

restrict a lot owner's use of the lot itself, specific language

was employed to require that (1) the association approve building,

plot, landscaping, and pollution control plans, as noted above,

(2) lot owners not park or maintain any "vehicle of any type other

than conventional automobiles, jeeps and pickup trucks" on their

lots,     (3)     "[t]opographic        and     vegetation    characteristics       of

properties within Wintergreen shall not be altered by removal,

reduction, cutting, excavation or any other means without the

prior written approval of the [association]," (4) "[n]o trees,

shrubs or other vegetation may be removed without the written

approval of the [association]," (5) individual landscaping plans

of lots adjacent to the golf fairway and the ski slopes "shall be

in general conformity with the overall landscaping pattern" for

the     golf    course    and   ski     slopes    and   subject    to    association

approval.
        Applying    the    familiar     maxim    expressio    unius     est   exclusio

alterius articulated in Turner v. Wexler, 244 Va. 124, 127, 418

S.E.2d    886,     887    (1992),   I   think    that   the   enumeration      of   the

instances of association approval of a lot owner's use of the lot

excludes any implication that association approval is required for

the     display    of     unattached    personal     property     outside     of    its
buildings or structures.   Therefore, I infer that if the developer

had intended to impose this restriction upon the lot owners, it

would have been specific in doing so, just as it had been in these

other instances.

     Accordingly, I would enter a final judgment affirming those

parts of the final judgment that required association approval of

the neon signs and the articles attached to the building and

reversing those parts that required Bowman to remove the specified

items of personal property from his deck and yard.
     This order shall be certified to the said circuit court and

shall be published in the Virginia Reports.
                            A Copy,

                               Teste:



                                     David B. Beach,
                                     Clerk
