In re Maxwell.
2026 COA 10. No. 25CA0323. Real Property—Restraints on Alienation—Use Restrictions—Wills—Charitable Gifts—Reformation—Modification of Gift Restrictions—Cy Pres Doctrine.
March 5, 2026
Maxwell’s will devised 9,733 acres of land in Colorado and Wyoming to a nonprofit foundation, now known as CSU STRATA, affiliated with what is now Colorado State University (CSU) (Maxwell Ranch). The will prohibits CSU STRATA from selling Maxwell Ranch (the sale restriction) and restricts its use to “experimental purposes in connection with [CSU]” (the use restriction). CSU STRATA took title to Maxwell Ranch in 1975. In 2024, CSU STRATA petitioned the district court to declare the sale and use restrictions void. Alternatively to these first two claims, the petition requested (1) reformation of the will under either the doctrine of equitable deviation or the doctrine of cy pres (as codified in part at CRS § 15-1-1106(c)) to allow the property’s sale with the proceeds to go toward CSU’s agricultural research; (2) a declaration that, consistent with the use restriction, Maxwell Ranch may be encumbered by a conservation easement; and (3) a declaration that CSU STRATA may grant a wind energy production lease on the property. The district court denied the petition in all respects.
On appeal, CSU STRATA contended that the district court erred by denying each of its five claims. The gifts at issue here are charitable gifts, and restraints on alienation in charitable gifts are ordinarily enforceable. Under §§ 15-1-1106(c) and 15-5-413(1)(c), which codify, in part, the common law cy pres doctrine, a court may relieve the grantee of a charitable gift from a restriction on the gift’s alienation where a court determines that it has become impractical or wasteful to use the property for the donor’s intended purpose or impossible to achieve that purpose. The typical remedy is to modify the gift instrument to allow for a sale of the property, with the proceeds to be used in accordance with the donor’s general intended charitable purpose. Declaring the restriction void ordinarily isn’t a remedy. As to the claims to declare the sale and use restrictions void, the absolute prohibition of the sale of Maxwell Ranch is clearly a direct restraint on alienation. And based on the record, the use restriction is an indirect restraint on alienation because it likely limits the class of prospective buyers to the extent that the sale of the property subject to the use restriction would be virtually impossible. This doesn’t mean the restrictions are void, however, and the court of appeals concluded that the district court didn’t err by denying these first two claims for relief.
The third claim, for reformation of the will, turns on application of the cy pres doctrine. The district court rejected this claim based on its hope that CSU STRATA could find a viable economical use of the property. But no record evidence supports the district court’s assertion that CSU STRATA can use Maxwell Ranch in economically feasible ways consistent with Maxwell’s intent simply by trying harder or being more creative. It thus follows that the will should be reformed to provide that Maxwell Ranch (1) may be sold free of the sale and use restrictions, with resulting proceeds used to fund CSU’s experimental research operations; or (2) may be encumbered consistent with Maxwell’s intent that the ranch be used for experimental research.
As to the fourth claim, the district court determined that CSU STRATA didn’t provide enough information for the court to decide whether imposing a conservation easement on the property would be consistent with the will’s use restriction. Here, it isn’t readily apparent that a conservation easement would be a use of the ranch for “experimental purposes,” so CSU STRATA isn’t entitled to declaratory relief on its fourth claim.
The district court also denied CSU STRATA’s request for declaratory relief on its fifth claim, regarding a wind energy production lease, based on a lack of information. However, it is readily apparent that leasing the Maxwell Ranch for wind energy production purposes would be consistent with the use restriction if such lease also required CSU to use such development for experimental research purposes. Accordingly, CSU STRATA is entitled to a declaration that it may enter into a wind energy production lease encumbering Maxwell Ranch if any such lease expressly provides that CSU will use the facilities constructed pursuant to the lease for experimental research.
The order on CSU STRATA’s first, second, and fourth claims was affirmed. The order on CSU STRATA’s third and fifth claims was reversed, and the case was remanded with instructions to reform the will and grant CSU STRATA declaratory relief.