Property Buyer takes Priority over a Bank Lien based on Principles of Equity
(June 2010) By Tony W. Torain, II, Summer Associate
For more information, contact Paul Farquharson.
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.