Infinite Menus, Copyright 2006, OpenCube Inc. All Rights Reserved.

 

Property Buyer takes Priority over a Bank Lien based on Principles of Equity

Nooria Noor v. Centreville Bank, et al., No. 578 (Md. App. June 3, 2010), No. 578 (Md. App. June 3, 2010) available at http://mdcourts.gov/opinions/cosa/2010/578s09.pdf

In this real estate action, Nooria Noor ("Noor") entered into an agreement with Richland Homes, Inc. ("Richland") to buy a home in Anne Arundel County for $410,000. For a deposit, Noor paid $4,000. The contract included an interesting clause stating, "Neither legal nor equitable title shall pass until delivery of the deed. Upon payment of the unpaid purchase price at the time of settlement, a special warranty deed shall be executed by Builder, at Buyer's expense." During this time, Richland owed an outstanding debt to Liberty Savings Bank ("Liberty"), Richland's construction lender. In addition, Richland owed an outstanding debt to Centreville National Bank ("Centreville") under a guaranty of a line of credit that the bank extended to another entity entitled RHI Meadow Creek, LLC. A confessed judgment note reflected the second debt.

On July 17, 2007, Richland procured a certificate of occupancy for the property, which was the last contingency to be performed in the contract before execution. The following day, Centreville filed a Complaint in the Circuit Court for Anne Arundel County against Richland and others, relying on the confessed judgment note. The Clerk of the Court recorded a judgment by confession on July 19, 2007 against Richland, and the other Defendants, to the tune of $3,086,504. Noor went to settlement on July 26, 2007, unaware of the confessed judgment note, and paid $422,752, the remainder of the purchase price. Of the amount, Liberty received $348,008 for the discharge of its loan, and Richland received the remainder.

On January 15, 2009, Centreville filed a Request for Writ of Execution by Levy based on the confessed judgment note in the Circuit Court for Anne Arundel County. The circuit court issued a show cause order compelling Centreville to show why a levy should be on the property. Noor received notice and was permitted to intervene without objection. Noor argued that under the doctrine of equitable conversion, she became the equitable owner when the final condition on the contract was fulfilled, and when she obtained the right to specific performance on July 17, 2007, two days before the confessed judgment note was filed. Centreville argued that the clause in the contract prohibited Noor from taking equitable title to the property until the property was conveyed to her on July 26. In the alternative, Centreville argued that the contract expressly provided for a return of Noor's deposit in the event of default by Richland, as opposed to specific performance.

Noor mentioned to the Court during the hearing that the issue of equitable subrogation lurked in the background. Under this theory, Noor averred that she should be subrogated to the rights of Liberty, whose debt took priority over that of Centreville, because her payment discharged Liberty's lien on the property. If Centreville's judgment lien was enforced, then Centreville would be unjustly enriched by Noor's payment. The circuit court, in a handwritten order, implicitly denied the equitable subrogation argument and held that the judgment attached to the property prior to the conveyance of legal title on July 26. In addition, the circuit court granted Centreville's Request for Writ of Execution. Noor appealed and asked the Intermediate Appellate Court to consider the following arguments: 1) because of the doctrine of equitable conversion, the judgment never became a lien on the property; 2) the court had no jurisdiction to consider the equitable subrogration claim; 3) assuming the court did have jurisdiction, it wrongly rejected that claim; and 4)the court erred in considering evidence that appellant might be compensated for any loss by her title insurance carrier.

The Court of Special Appeals affirmed the circuit court's finding with respect to the equitable conversion claim, reversed as to the equitable subrogration claim, and found no merit in Noor's title insurance argument. The Intermediate Appellate Court described the doctrine of equitable conversion as an instance where a buyer who holds an equitable title or interest in the property has a claim superior to one who becomes a judgment creditor after the execution of the contract. For equitable conversion to apply, a clear duty to convey the property must exist on the seller's part, enforceable by specific performance. In addition, if the contract provides a condition on the seller's performance, then the doctrine of equitable conversion applies only after the condition is fulfilled. The Court looked to the language of the clear and unambiguous clause and found that the doctrine of equitable conversion does not apply where the parties have contracted otherwise. The contract explicitly conditioned the passage of equitable title on the delivery of the deed. Moreover, the Court did not find it unjust to give effect to the clause because Noor's agent drafted the contract.

With respect to the equitable subrogation claim, the Court of Special Appeals noted that Noor paid a debt of Richland that was superior to the judgment secured by Centreville. When a person pays the debt of another and seeks to be subrogated in the other's rights, the issue of whether the person paying acted officiously arises. The Court found that Noor's payment was not offered officiously or gratuitously. In fact, the Court stated that had Noor known about Centreville's judgment, she would have been entitled to delay the settlement and refuse to pay until Richland satisfied the judgment. In addition, Noor's lack of actual knowledge of the lien against the property did not render her officious. The Court defined this case as "classic" for the application of the doctrine of equitable subrogation. Noor's payment of Liberty's superior lien benefitted Centreville, and equity required a finding of her right to subrogate in the rights of Liberty to prevent Centreville from being unjustly enriched.


 Powered By SLEEPER Technologies, Inc Professional Web Design

An STI Site  | Web Design By SLEEPER Technologiesimage
Copyright © 2/4/2012 Semmes, Bowen & Semmes | All Rights Reserved | Reproduction in whole or in part
in any form or medium without the express written permission of Semmes Bowen & Semmes is prohibited.
Disclaimer and link information regarding this web site