Legal Question in Real Estate Law in California

I think it might boil down to a matter of timing. The United States Constitution contains a "contracts clause" (Article 1 Section 10) which says that no state shall make a law abridging the obligation of contracts. I should not that the contracts clause is not literally observed and the courts have often allowed states and their subdivisions (cities, counties) to pass and enforce laws that undercut contracts, especially where safety or other legitimate concerns are involved. However, the contracts clause is still there and still of some effect in preventing local governments from abrogating contracts. Therefore, I'd say that if the CC&R was in effect prior to the ordinance, that the ordinance would not render the CC&R ineffective. If, however, the ordinance were in place first, it would control. This is not a guaranteed-correct answer, but I think it is arguably correct.

Mr. Whipple's analysis is way off. CC&R's while having some of the characteristics of a contract are not, in fact, contracts and therefore the "contract clause" analysis is irrelevant.

The answer to your question, as with so many things in the law, is "it depends." What it depends on is the wording of the zoning ordinance and the intentions of the government entity that passes it. Zoning ordinances are usually intended to allow any use that complies with the zoning for the parcel in question, but not to preclude further restrictive covenants attaching to the land. Occasionally, however, a law will be passed that is intended to preclude certain restrictive covenants. A classic example is the prohibition in California against restrictive covenants prohibiting purchase or occupancy of land based on race, religion or national origin. There are thousands of old subdivision deeds on record in California housing tracts that prohibit black, Hispanic or Asian people from buying or living in the subdivision. The law made them unenforceable retroactively, as well as prohibiting such provisions in the future (and thus illustrates why Mr. Whipple's analysis is wrong). So although it would be really odd public policy, in theory a city or county could prohibit restrictive covenants regarding commercial uses that comply with zoning.