Canaj, Inc. v. Baker and Division Phase III

CATHELL, J. Between March 14, 2003, and June 29, 2004, the Circuit Court for Baltimore City foreclosed Canaj, Inc.’s (appellant) right of redemption to a number of properties sold at a tax sale on August 8, 2001. Appellant had moved to dismiss the foreclosure proceedings as to only two of the properties, 523 Senker Place and 2300 Brunt Street. It filed no prejudgment motions to dismiss as to any of the other of its properties. As to those two properties only, the foreclosure actions were dismissed by express agreement of the parties.

After having failed to file any prejudgment motions to dismiss in respect to any of the other properties on the grounds here raised, appellant, following the foreclosure, on August 19, 2004, moved to vacate all of the judgments and void the tax sales as to the other properties based on fraud, mistake or irregularity. The trial judge denied the motions ³⁷⁹ and appellant filed an appeal in the Court of Special Appeals. This Court, on its own motion, granted certiorari before the case was heard by the intermediate appellate court. Canaj, Inc. v. Baker and Division III, 389 Md. 398 , 885 A.2d 823 (2005).

I. Facts Appellant was the owner of fourteen properties located in Baltimore City (“City”). For over seven years appellant failed to pay property taxes, leading the City to attempt to dispose of the properties at a tax sale. Baker and Division III 1 (“Baker”) purchased the properties at the tax sale on August 8, 2001. Baker filed timely complaints seeking to foreclose appellant’s rights of redemption on November 5, 2001.

The proceedings were consolidated into two separate cases in the Circuit Court for Baltimore City: 24-C-01-005462 (“5462”) and 24-C-01-005463 (“5463”). 2 The court issued judgments foreclosing appellant’s right of redemption on March 14, 2003 ³⁸⁰ (571 Baker Street); 3 April 27, 2004 (592 Baker Street); May 11, 2004 (575 Baker Street); and June 29, 2004 (588 Baker Street); and on June 11, 2004, for all the properties in case 5462. On August 19, 2004, forty-one days after the last foreclosure judgment was entered, appellant, represented by new counsel, filed a motion seeking in essence, vacation of the judgments based upon allegations of fraud, mistake or irregularity. The Circuit Court held a hearing on the motion on April 4, 2005, and on April 5, 2005, it filed an order making the following findings: “1. That there was no fraud, mistake or irregularity within the meaning of Maryland Rule 2-585.[ 4 ] “2.

That there is no lack of jurisdiction or constructive fraud as defined in Section 14-845 of the Tax-Property Article of the Maryland Code. “3. That the City of Baltimore is precluded from collecting any taxes [against the original owner] on the properties ³⁸¹ included in the above-referenced case.” 5 Appellant subsequently filed this appeal. The following questions are presented for our review: “1. Did the circuit court have jurisdiction to enter judgments foreclosing the right of redemption on the Appellant’s properties in view of the fact that a requirement of the applicable statute was ignored causing the properties to be illegally included in the special tax sale held by the Mayor and City Council of Baltimore City? “2.

Did the lower court lack jurisdiction to enter judgements foreclosing the right of redemption on Appellant’s properties because of constructive fraud? “3. Did the lower court deprive the Appellant of its properties without due process of law in violation of the Declaration of Rights of Maryland and the Fourteenth Amendment of the United States Constitution?” We shall hold for the reasons that follow that the Circuit Court properly entered the judgments of foreclosure against the appellant, that Baltimore City’s actions did not constitute constructive fraud, and that appellant’s due process rights were not violated. ³⁸² We shall first address some threshold issues presented at the trial court level in respect to the motions to vacate, which were not resolved due to the trial court’s reliance on other reasons in support of its judgment. We shall address the unresolved issues because we necessarily must confront them as they concern a condition precedent to challenging a tax sale where it is conceded that taxes are sufficiently delinquent to authorize a tax sale. See Brewer v. Brewer, 386 Md. 183 , 872 A.2d 48 (2005).

Even though we shall be holding that the condition precedent has not been met, and we shall also hold that appellant waived the issues it now raises in respect to the relevant tax sales, we shall, nonetheless, address the issues actually decided by the trial court because they raise very important issues; issues that will continue to arise in tax sale proceedings, especially in Baltimore City where tax sales are used to address the City’s very real problem with abandoned and vacant properties. Although not presented in the appellant’s or the City’s briefs, we address the condition precedent issue and we shall also discuss the unresolved waiver issue, both pursuant to Maryland Rule 8-131, which provides in relevant part: “(a) Generally. The issues of jurisdiction of the trial court over the subject matter and, unless waived under Rule 2-322, over a person may be raised in and decided by the appellate court whether or not raised in and decided by the trial court. Ordinarily, the appellate court will not decide any other issue unless it plainly appears by the record to have been raised in or decided by the trial court, but the Court may decide such an issue if necessary or desirable to guide the trial court or to avoid the expense and delay of another appeal. “(2) No prior appellate decision.

Except as otherwise provided in Rule 8-304(c), when the Court of Appeals issues a writ of certiorari to review a case pending in the Court of Special Appeals before a decision has been rendered by that Court, the Court of Appeals will consider those issues that ³⁸³ would have been cognizable by the Court of Special Appeals.” Judge Raker, writing for the Court in Jones v. State, 379 Md. 704, 712-13 , 843 A.2d 778, 783 (2004), discussed the second sentence of Rule 8-131(a), opining that: “The second sentence of Rule 8-131(a) sets forth the general proposition that an appellate court ordinarily will not consider an issue that was not raised or decided by the trial court. The plain language of the rule, however, makes clear that the prohibition is not absolute. See Crown Oil v. Glen, 320 Md. 546, 561 , 578 A.2d 1184, 1191 (1990) (noting that, inasmuch as Rule 8-131(a) employs the term ‘ordinarily,’ it permits exceptions, and appellate courts have occasionally decided cases on issues not previously raised). The word ‘ordinarily’ in Rule 8-131(a) anticipates that an appellate court will, on appropriate occasion, review unpreserved issues.

This has been the practice of the Maryland appellate courts, as well as of the federal courts and our sister states, dating well before Rule 8-131(a). See Atlantic Mutual v. Kenney, 323 Md. 116, 122 , 591 A.2d 507, 510 (1991) (noting that Rule 8-131(a) is simply enunciatory of the practice which has existed since 1825); see also Annot., Issue First Raised on Appeal, 76 A.L.R. Fed. 522 (1986). In State v. Bell, 334 Md. 178 , 638 A.2d 107 (1994), we concluded: ‘It is clear from the plain language of Rule 8-131(a) that an appellate court’s review of arguments not raised at the trial level is discretionary, not mandatory. The use of the word “ordinarily” clearly contemplates both those circumstances in which an appellate court will not review issues if they were not previously raised and those circumstances in which it will.’ Id. at 188 , 638 A.2d at 113 .

Thus, under the Rule, an appellate court has discretion to excuse a waiver or procedural default and to consider an issue even though it was not properly raised or preserved by a party.” ³⁸⁴ The first sentence of subsection (a) of the rule is as relevant as is the second sentence, especially considering the circumstances at issue in this case. As this Court has stated before, the primary purpose of the Rule “is ‘to ensure fairness for all parties in a case and to promote the orderly administration of law.’ ” State v. Bell, 334 Md. 178, 189 , 638 A.2d 107, 113 (1994), (quoting Brice v. State, 254 Md. 655, 661 , 255 A.2d 28, 31 (1969), quoting Banks v. State, 203 Md. 488, 495 , 102 A.2d 267 , 271 (1954)); Basoff v. State, 208 Md. 643, 650 , 119 A.2d 917, 921 (1956). In order to ensure that fairness, Judge Raker for the Jones Court stated that “appellate courts should make two determinations concerning the promotion or subversion of 8-131(a)’s twin goals.” 379 Md. at 714 , 843 A.2d at 784 . “First, the appellate court should consider whether the exercise of its discretion will work unfair prejudice to either of the parties” and “[sjecond, the appellate court should consider whether the exercise of its discretion will promote the orderly administration of justice.” Id. at 714-15 , 843 A.2d at 784 . In the case sub judice, the condition precedent issue appears to have been presented below, but not decided.

Because, as explained below, the Circuit Court correctly denied appellant’s motions to vacate the judgments based upon statutory provisions, addressing the condition precedent and waiver issues under the Rule does not unfairly prejudice either party. There are no contested facts relating to whether the taxes have, in fact, been paid. All parties to the present appeal agree that taxes have not been paid. By addressing the issue we merely state what the law is, and what the trial court should have found the law to be had it resolved the issue of the “condition precedent.” Moreover, it appears that there are literally thousands (5,000 or more) of abandoned or vacant properties creating such severe problems for the City of Baltimore that it is attempting to resolve some of them by the tax sale process.

Finally, by resolving the unresolved (but presented below) issue, we thereby promote the orderly administration of justice. ³⁸⁵ What occurred here may be an unusual attempt to avoid altogether the responsibility of owners to pay property taxes and an attempt to avoid compliance with the requirements imposed upon taxpayers relating to the right to redeem in tax sale cases. In order to redeem, the delinquent taxpayer has to tender all of the taxes, interest and costs of sale to the Collector or to the holder of the certificate. 6 Md.Code (1985, 2001 Repl.Vol.), § 14-828 of the Tax-Property Article. During the hearing on the motion to vacate the judgments foreclosing appellant’s rights of redemption, there was an extensive discussion regarding the amount of taxes owed and the delinquent owner’s failure to timely redeem the properties. The following is an excerpt of the pertinent parts of that discussion.

THE COURT: Well how much difference between the taxes owed and the amount paid, was there? Was it an unconscionable difference ... [Appellant]: Oh, yes. The taxes owed ... on the case ending in 62 ... were $128,000.00, and the non-profit paid $6,400.00 for the property, and the value of the properties were $122,000.00. THE COURT: And the taxes owed were how much? [Appellant]: $128,534.70.

That’s in case ending in 62 [case number 24-C-01-005462]. ³⁸⁶ THE COURT: And the amount paid [for the property at the tax sale] was? [Appellant]: On that one was $6,408.70. And on the other case, Case Number ending in [54]63, I believe if I’m not mistaken that the taxes were $55,020.00 and the Plaintiff paid $2,629.00 THE COURT: Well is the only reason—what I was trying to get at is the only reason we’re here is because your client believes he is liable for the deficiency. [Appellant]: No, your Honor, we’re here because my Client wants the properties and may in fact have something planned to do with the properties and would have done so, but for the fact that the City illegally put these into this tax sale. THE COURT: What amount would he have had to tender to redeem? [City]: Your Honor, he would have had to tender the full amount [of] taxes due on the properties. Of course, interestingly, if for some reason we were to vitiate these ...

Judgments, then paradoxically then those obligations ... plus additional interest ... because they have not been redeemed, and interest continues to accumulate daily.... [Appellant]: And my Client [is] fully aware of that, your Honor, that he’s responsible for the taxes, but the point we’re here today on is the fact that this sale was illegal.... THE COURT: So if this were a regular tax sale, the amount involved would have been at that time $128,534.00? [Emphasis added.] Although appellant acknowledged that it was responsible for the taxes owed, it never, at the hearing or at any other time, directly proffered that it was ready, willing and able to pay the amounts, or to pay undisputed amounts, and, more impor ³⁸⁷ tantly, it has not paid any of the delinquent taxes and charges due. Tax-Property Article, Section 14-828, in relevant part, requires: “ § 14-828 Required payments; ... (a) Payments to collector.—If the property is redeemed, the person redeeming shall pay the collector: (1) the total price paid .. . together with interest; (2) any taxes, interest, and penalties paid by any holder of the certificate of sale; (3) any taxes, interest, and penalties accruing after the date of the tax sale; (4) unless the party redeeming furnishes the collector a release or acknowledgment executed by the plaintiff or holder of the certificate of sale that all actual expenses rafees ... have been paid to the plaintiff or holder of the certificate of sale, any expenses or fees for which the plaintiff or the holder of a certificate of sale is entitled to reimbursement under § 14-843 of this subtitle; and (5) for vacant and abandoned property sold under § 14-817 of this subtitle for a sum less than the amount due, the difference between the price paid and the unpaid taxes, interest, penalties, and expenses.

(c) Notice to holder of certificate; certificate of redemp tion.—On receipt of the proper amount, the collector shall notify the holder of the certificate of sale that the property has been redeemed and that on surrender of the certificate of sale all redemption money excluding taxes received by the collector will be paid to the holder.” (Emphasis added.) By attacking the sale procedure in a post-judgment motion to vacate, instead of paying the taxes and charges which it would have been required to do in order to redeem prior to judgment, the taxpayer appears to be seeking to have the title of the property revert back to the delinquent taxpayer without ³⁸⁸ having to ever redeem by paying the overdue and due taxes. This Court long ago rejected such practices, albeit in an equity case (but an equity case in which the court recognized the requirement of payment as part of the tax sale procedure.). Steuart v. Meyer, 54 Md. 454 (1880). In Steuarb, as similar to the case at bar, the assigns of a delinquent taxpayer filed an injunction after the sale had been ratified, requesting that title to the subject property not be conveyed to the tax sale purchaser because of what they termed procedural irregularities, alleging that the sale had been prematurely held in respect to the published date of the sale.

Id. at 461-62 . The Court determined that the Collector was not allowed to conduct the sale on that particular date and that a delinquent owner normally would have had a right to seek to set aside the sale under some circumstances. Id. at 465 . Such a right, however, was predicated upon the payment of all taxes due.

The Court noted: “After the final ratification of the sale, two several applications by petition were made to the court, by the present plaintiffs, for review and rescission of its order of ratification, upon the ground of illegality in the proceedings by the collector, and of surprise to the petitioners; but those applications were refused, and the petitions dismissed; and hence the present application by bill to the equity powers of the court. “If the sale is so fatally defective as to be insufficient to vest a good title to the property in the purchaser, every reason would seem to require that the plaintiffs should have ample and speedy remedy to be relieved of the obstacle created by the collector’s proceedings to the full enjoyment of their rights, and that the cloud upon the title to the property should at once be removed. They are interested only in the annual ground rents, and in the estate of the reversion; they are not entitled to the possession, and could not, therefore, sue in ejectment for the recovery of the property. Under the circumstances of this case, without ³⁸⁹ resort to a proceeding like the present, the parties would be without adequate remedy for relief against the effect of the prima facie title in the purchaser. In such cases, equity asserts complete jurisdiction to remove the cloud from the title of the property involved, and to prevent unnecessary and vexatious litigation. “But, as a condition upon which this equitable jurisdiction should, be exercised, for the relief of the plaintiffs, they should, be required, to pay, or bring into court to be paid, to the party entitled to receive it, the full amount of the taxes in arrear at the time of the sale by the collector together with the interest, accrued thereon to the time of payment, and, also all taxes that have subsequently accrued, due on the property, with interest; and upon the full payment of such sums, the plaintiffs should then have the relief prayed, by them.

This requirement in regard to the payment of taxes is substantially in accordance with what would have been required if the sale, as reported to the Circuit Court of the city, had been excepted to, and had been set aside, and a re-sale made by the collector. Act of 1874, ch. 483, sec. 51. And we think it but right that the relief sought in this proceeding should be granted only on substantially the same terms as those prescribed by the statute, where the sale is set aside by the court to which it is reported. When, therefore, the plaintiffs pay, or bring into court to be paid, the sums due for taxes, they will, be entitled to a decree, declaring the sals, and the order of confirmation thereof, to be null and of no effect, and that the deed of the collector be cancelled; and they will also be entitled to an account of the ground rents as prayed by them.

And to the end that such relief may be afforded, we shall reverse the decree appealed from and remand the cause.” Id, at 462, 467-68 (citations omitted) (emphasis added). Though Steuart was decided before the consolidation of the equity and law courts, the Court very specifically based its equity requirement of the payment of taxes as a pre-requisite of seeking equity relief on the fact that had the delinquent taxpayer sought recourse under the tax sale provisions then in ³⁹⁰ effect, the payment of taxes would have been a prerequisite to maintaining the suit. This was clearly recognized, and stated as the law in Reth v. Levinson, 135 Md. 395, 399 , 109 A. 76, 77 (1919), a case that proceeded under the tax sale jurisdiction of the court. Referring to Steuart , we said in Reth , that: “[Payment of all taxes] is a proper requirement of one seeking the aid of a Court of Equity, who claims to be the owner of the property.

He should at least be required to pay all taxes due and interest before a Court of Equity should exercise its equitable jurisdiction, and Judge Alvey [in the Steuart case] called attention to the fact that it was substantially what would have been required if the sale, as reported to the Court, had been excepted to, set aside and a resale made by the collector.... ” Reth, 135 Md. at 399 , 109 A. at 77 . We further acknowledged the Steuart language in a case in which the owner of property was alleging that the price bid at a judicial sale was insufficient and we compared that fact to the situation where a delinquent taxpayer had not paid the taxes and charges due on the property. We said in the mortgage foreclosure sale case of Preske v. Carroll, 178 Md. 543, 550-551 , 16 A.2d 291, 295 (1940), albeit as dicta, that: “Moreover, under the maxim that ‘he who seeks equity must do equity,’ no exceptant to a sale is entitled to obtain the aid of a court of equity unless he offers to pay a higher price for the property, or at least gives assurance that some other person would be likely to do so, even though there may be some irregularity in the conduct of the sale. In this case the appellant has given no assurance that he would bid on the property if sold again.

He has made no offer to pay the costs of the proceedings or any expenses of the sale. He has made no promise to pay the interest or taxes in arrears. For example, in proceedings to vacate tax sales, the complainants are generally required to pay all taxes in arrears at the time of the sale, as well as all taxes subsequently due, as a condition precedent to the exercise of chancery jurisdiction. Steuart v. Meyer, 54 Md. 454, 468 .

Likewise the court, in foreclosure proceedings, should not set aside a ³⁹¹ reported sale and order a resale as a mere experiment, but only when it is reasonably probable that a better price could be obtained at another sale.” (Emphasis added.) In a proceeding where the heir of the delinquent taxpayer sought to redeem within the redemption period, by paying the amount of the taxes, and the tender of taxes was refused in that the tax sale purchaser was attempting to require the redeemer to pay for improvements he had made during the redemption period, we, in rejecting the tax sale purchaser’s position, restated the general rule: “So we can definitely state as a corollary that whenever land has been sold at a tax sale, the owner may redeem it only by tendering the full amount of the purchase money and such additional sums to cover interest, penalties, costs and reimbursement for improvements as the statute requires.” Stewart v. Wheatley, 182 Md. 455, 460 , 35 A.2d 104, 107 (1943). We have never overruled the holding of our cases that where it is admitted (or proven) that there are delinquent taxes due, in order to challenge the holding or ratification of the tax sale or to seek to vacate a judgment of the foreclosure of the equity of redemption, the taxpayer must first pay to the Collector or the certificate holder the total sum of the taxes, interest, penalties and expenses of the sale that are due. While not recently addressed, it remains the law in this State. Several other states adhere to the principle that, in order to sustain a claim to void a tax sale, the delinquent taxpayer must tender the amount owed in taxes.

Fibelstad v. Grant County, 474 N.W.2d 54 (N.D.1991); Ottaco Acceptance, Inc. v. Huntzinger, 268 Neb. 258 , 682 N.W.2d 232 (2004); Liggett v. Church of Nazarene, 291 Ark. 298, 300-01 , 724 S.W.2d 170, 172-73 (1987) (holding that the property at issue was church property and accordingly exempt from taxes but noting that generally under a statute a claimant must file an affidavit that he has first “tendered .. . the full amount of all taxes and costs” in order to challenge the validity of a tax sale); Kapp v. Vahlberg, 299 P.2d 159, 161-62 (Okl.1956) (holding that where an actual tender is asserted in the pleadings the timing of the ³⁹² deposit of the sum is at the court’s discretion so long as the sum is deposited before any judgment in favor of the taxpayer is rendered). The Supreme Court of North Dakota found that a trial court erred when it decided to grant relief to a bank that had successfully challenged a tax sale. Fibelstad, 474 N.W.2d at 62 . Under North Dakota’s tax sale statute, that state’s supreme court determined that the lower court was not authorized to proceed against the tax sale purchaser until the person or entity challenging the sale deposited the amount owed with the clerk.

The court concluded that although the statute was enacted primarily for the benefit of the county, it was enacted to prevent the challenger of the tax sale from escaping payment of the taxes. The court refused to dismiss the bank’s claim completely, stating: “[W]e have interpreted the statute as a codification for tax title purposes of the equitable principle that one who seeks equity must do equity. In other words, the failure to make the deposit postpones the granting of any affirmative relief to the challenger of the tax title. In the words of the statute, ‘the court shall not proceed.... ’ The Bank cannot proceed with the summary judgment until the deposit is made.” Fibelstad, 474 N.W.2d at 62 (citations omitted).

The Supreme Court of Nebraska has held that under Nebraska Revised Statutes § 77-1844 (Reissue 1996), which provides: “No person shall be permitted to question the title acquired by a treasurer’s deed without first showing that he, or the person under whom he claims title, had title to the property at the time of the sale, or that the title was obtained from the United States or this state after the sale, and that all taxes due upon the property had been paid by such person or the persons under whom he claims title as aforesaid.” (Emphasis added.) A person challenging the validity of a tax deed had to pay all taxes before or during the action in which the tax title is challenged. Ottaco, 268 Neb. at 262 , 682 N.W.2d at 236 . In ³⁹³ Ottaco, the tax sale purchaser initiated an action to clear the title of the property. 7 A hearing was held on October 30, ³⁹⁴ 2002. The delinquent taxpayers paid the taxes on January 24, 2003, and the trial court entered judgment against the tax sale purchaser on January 30, 2003.

The Supreme Court of Nebraska reversed the judgment because the payment of the taxes was never submitted into evidence during trial and, as a result, the delinquent owners failed to show that taxes had been paid. Id. at 262 , 682 N.W.2d at 236 . Some courts view the delinquent taxpayer’s failure to pay as a jurisdictional bar upon the courts. In Florida, by statute, the courts do not have jurisdiction to void tax sales when the taxpayer has not paid the amounts due.

United Bhd. of Carpenters and Joiners of Am. v. Graves Inv. Co., 153 Fla. 529 , 15 So.2d 196 (1943). In reaching this conclusion that court stated: “[Tjhis section ‘requires the owner of the property seeking to cancel tax certificates outstanding but alleged to be invalid to pay those taxes legally due which could have been lawfully assessed, “whether such real estate shall have been returned for assessment by the owner thereof or not.’ ” “Where this statute is appropriately applicable, a compliance therewith is a condition precedent to the acquisition of jurisdiction by the court to enter a decree cancelling a tax certificate. So since the statute is here constitutionally applicable ... to hold the decree valid without a compliance therewith would in effect frustrate the very purposes for which it was enacted and nullify the very terms thereof, insofar as the parties to this appeal are concerned.” Id. 153 Fla. at 533 , 15 So.2d at 198 (citations omitted).

In some other states actual deposit of the money owed is not necessary to proceed with the action: “[W]hen tender of the amount due is made in the pleadings, as defendants did in this case, the time of deposit is left to the trial court’s discretion, so long as same is deposited prior to rendition of judgment in favor of the party making the tender.” Kapp, 299 P.2d at 161-62 . The Supreme Court of California has held that although the delinquent taxpayer may not quiet his title to property purchased by others at a voidable tax sale ³⁹⁵ unless he first pays the taxes and is entitled to no relief unless he pays the taxes, the tax sale purchaser may, in some circumstances, nonetheless be precluded from obtaining immediate clear title to the property absent further proceedings. Newcomb v. City of Newport Beach, 12 Cal.2d 235 , 83 P.2d 21 (1938); Ditmers v. Rogers, 100 Kan. 115 , 163 P. 795 (1917); Le Blanc v. Babin, 197 La. 825, 843 , 2 So.2d 225, 231 (1941) (applying a specific constitutional provision that upon the finding of a void tax sale, relief could be granted to the delinquent taxpayer only “upon payment to the [tax sale purchaser] of the amount found to be due”). In Warn v. Tucker, 236 Iowa 450, 456 , 19 N.W.2d 201, 204 (1945), the Supreme Court of Iowa stated: “ ‘The [tax] deed upon its face is valid, and the plaintiff asks a court of equity to set it aside.

This should not be done unless the plaintiff is willing and offers to do equity; that is, pay the taxes or amount paid by the purchaser. In aid of this well-established rule in equity public policy may be invoked, for the public welfare requires that taxes should be paid, and that where the owner fails, other persons will do so by purchasing the land when offered for sale by the state and county.... The purchaser should therefore be protected to the extent that the right obtained should not be set aside except on condition of repayment by the owner, provided the taxes have been legally levied, and have not been paid.’ ” The Supreme Court of Colorado, upon finding that tax sales were voidable, has required the delinquent taxpayers to deposit in court all the taxes owed plus interest and expenses before granting the delinquent taxpayer any relief. Blue River Co. v. Rizzuto, 135 Colo. 472 , 312 P.2d 1023 (1957); Empire Ranch & Cattle Co. v. Lanning, 49 Colo. 458 , 113 P. 491 (1911).

In Illinois, the delinquent taxpayer must pay all taxes owed even if the tax sale would otherwise be void. Kuhn v. Glos, 257 Ill. 289 , 100 N.E. 1003 (1913). Under that state’s statute, the court shall order the delinquent taxpayer to pay the owed amount within ninety days from the date the court finds that the tax sale should be vacated. If the owner fails to make the ³⁹⁶ required payment within that time, the petition to set aside the tax sale must be denied with prejudice and the judgment awarding the tax deed to the purchaser becomes irrevocable. 35 Ill.

Comp. Stat. 200/22-80 (1993, 2005 Supp.). 8 In the case sub judice, appellant has not paid taxes, interest, penalties and expenses of the sales, yet does not in this appeal challenge the assertion that such charges are, in fact, due. In its brief, appellant suggests that it had at one point secured a purchaser for the property who might pay the taxes. The fact that potential purchasers may exist is not sufficient to satisfy the condition precedent, and, absent actual payment of taxes, is not relevant.

We continue to hold that in order to challenge the foreclosure of the equity of redemption in a tax sale, the taxes and other relevant charges acknowledged to be due, either prior to the challenge or simultaneously with it, must, as a condition precedent, be paid. Appellant has not contested the fact that taxes are owed, or in this appeal, the amounts. There is no issue as to his obligation to pay the taxes. If we were to overrule our cases holding that payment is first required, the City would be left where it was before the tax sale.

The public would be burdened perpetually with the problems created by the thousands of abandoned properties, which the delinquent owners would be unlikely to ever pay taxes on or ever to rehabilitate. Appellant failed to satisfy the condition precedent to its rights to seek a vacation of the foreclosure judgments. For this reason alone, appellant is not entitled to prevail in its challenges. In its brief the City also alleges that appellant waived the issues presented in the case sub judice.

This waiver, ³⁹⁷ according to the City, occurred when appellant waited until after the thirty days available to modify the judgment had elapsed before bringing the issues it now raises as to the properties in this case to the trial court’s attention. During the hearing on the motion to vacate the judgments the City consistently pointed to that fact in asking the court to dismiss appellant’s motion. The court at the motion to vacate hearing recognized this issue, stating to appellant: “So now you want me to consider things not originally raised, and I’m willing to do that.... ” Later in the hearing, the issue was brought up when the court asked appellant whether it had already had an opportunity to redeem. Appellant answered that he had an opportunity to redeem, but had not done so because it believed that all the motions for foreclosure had been dismissed. 9 Appellant’s belief, it stated, was based upon the fact that motions to dismiss had been granted as to two of the properties.

The City then told the court: “[TJhat’s the reason why we’re here today, because only one (1) [property] the one that was filed on originating motion [in one of the cases] was, of course, finally dismissed by [the Circuit Court]. So you had the other ones [in that case] that were still open, ... notice was given about that one dismissal and there wasn’t an effort made to correct that....” Later, the City explained its position during the hearing on the motion to vacate when the court expressed its concern regarding the earlier motion to dismiss, which mentioned only one of the properties in each case: “Right, but then I would think the Practitioner would have said, well there’s a problem here, what about those other 11 ³⁹⁸ or 12, or however number there are in these cases, what about those? Filed a Motion to correct the record and get that cleared up, or revise a Motion and that wasn’t done, so everybody—[ ] moved along, of course, Baker [ ] relied on the fact there’s just one property [dismissed in each of the two cases], and [Baker] gets [its] Judgment and then thirty (30) days go by and it’s not until August 2004, I’m not sure when the Judgment date is, but I know it was well past the thirty (30) days. In August, [appellant’s counsel], is hired and files this Motion and now I think the analysis becomes, okay, we can’t do general revisory power, we do fraud, mistake, and irregularity,.... [Appellant’s] representative knew precisely what was going on, because they raised the issue of the violation notice from the outset [as to two of the properties only] and had a timely opportunity to assert their rights, a timely opportunity to correct the record, as I said earlier, a timely opportunity to file a Motion to vacate the judgments, and all of these steps of the proceeding, they failed to do that, and now they’re coming in at the proverbial eleventh hour, Judge, and are seeking to do what should have been done well, well, before.[ 10 ] “And so, one [that] comes in with equity should have clean hands, and that’s not the case here.

So, for both the equitable perspective, from the perspective of legal issues, [appellant] simply fails at this time to assert its rights in a timely fashion. And, even though Deaner (sic) talks about five years later and all that, it’s interesting that [it’s] somebody who comes in as the Estate Administrator well beyond the period and says, I’m surprised, I didn’t know. [Appellant] knew from the get go, filed [its] Motion, and just didn’t follow up with the proper review and procedure to get this thing rectified, and at this point, I think as you said, ³⁹⁹ things are [waivable], and there are also time lines that have to be construed. We didn’t keep him in the dark about this. He argued what he needed to argue in front of [the Circuit Court].

He just didn’t get the complete relief that he had anticipated. But then that called for further on his part, because we all got [the Circuit Court’s] Order. “I would agree, if [appellant] was kept in the dark about the violation notices, didn’t have the opportunity to kindly present his objection, absolutely, we should be talking about it today, but, your Honor, they had that opportunity and they had the opportunities to revise—we all got the [appellant’s] Motion that said it was one property [one property in each case], then when the Certificates came through, the Decrees, rather, they had thirty (30) days again, and so we’re missing the boat here, on a number of different time periods that would have been—that are there for [appellant’s] benefit. And they just, quite frankly, your Honor, failed to do it. And, I think at this point, there needs to be a finality as they say, to certain—to Judgments and to Decrees, and at this point, I think we’re at that stage.” Baker’s [the tax sale purchaser] counsel weighed-in on the issue, stating: “[T]he [appellant] at that point, was only concerned about the deficiencies as to those particular lots and he was aware through Counsel, that the deficiencies if they existed, existed on all of the properties.

And so, I would argue that he waived any argument that he would have in terms of the remaining fourteen (14) properties, because he didn’t raise it in his Motion.” The court acknowledged the defect. It determined, however, that even if the objection had been raised with respect to the remaining properties, the result would likely be the same: “Let me say again, the only difference is, they can sell properties regardless of whether or not there’s a violation notice, and regardless of whether or not it’s abandoned, as ⁴⁰⁰ long as taxes are owed. And, the proceedings otherwise, are the same, except at the end they can turn around to the property owner and say look, you owe us the difference. Had that defense been raised in this case, and he had—your client, had ample opportunity to raise it.

If it were in front of me, I would not have dismissed the proceedings. I would have in the Order, that followed, because they did not comply with the requirements, deny them [the City] the right to recover any deficiency.” [Emphasis added.] We believe that the challenges to the foreclosure of the equities of redemption in these cases should have been dismissed on the failure of appellant to satisfy a condition precedent, i.e., to pay the taxes and charges, and we further believe that the present issues were waived by appellant’s failure to raise them sufficiently prior to judgment as to the specific properties at issue here. We shall, however, for the reasons hereafter stated, address the issues actually resolved by the trial court for guidance in the thousands of future cases that might be filed. As to the issues the trial court did resolve, we agree with his assessment that the City’s failure to cite the properties only prevents recovery of the deficiency from the delinquent taxpayer.

Section 14-817(c) of the Tax-Property Article under these circumstances does not prohibit the sale of the property in question.

II

Standard of Review Maryland Code (1973, 2002 Repl.Vol.), § 6-408 of the Courts and Judicial Proceedings Article (“C.J.”), Maryland Code (1985, 2001 Repl.Vol., 2005 Supp.), § 14-845(a) of the Tax-Property Article (“T.P.”), and Maryland Rule 2-535, govern the ability of the trial courts to review their own judgments. Under the trial court’s general review power as provided by Rule 2-535 and C.J. § 6-408, when a party files a motion to set aside a judgment more than thirty days after the judgment is entered, the grounds for setting aside the judgment are generally limited to instances of fraud, mistake or irregularity. In reviewing the decision below, “the only issue ⁴⁰¹ before the appellate court is whether the trial court erred as a matter of law or abused its discretion in denying the motion.” In re Adoption/Guardianship No. 93321055/CAD, 344 Md. 458, 475 , 687 A.2d 681, 689 , cert. denied sub nom. Clemy P. v. Montgomery County Dep’t of Soc.

Servs., 520 U.S. 1267 , 117 S. Ct. 2439 , 138 L.Ed.2d 199 (1997). In the context of tax sales, a judgment foreclosing an owner’s right of redemption can be reopened, after thirty days have passed, on the grounds of lack of jurisdiction or fraud. T. P. § 14-845(a). 11 In addition, if the party seeking that the judgment be vacated bases its position on grounds of constructive fraud, the claim must be filed within one year from the date of judgment. Id.

Although we have not previously stated the standard of review of a lower court’s decision under this section, it stands to reason that the same standard used in reviewing decisions under C.J. § 6-408 and Rule 2-535(b) should be applied. The Rule and both statutes deal with the ability of the trial court to review its judgments.

III

Discussion Appellant argues that the original tax sale was void at the time it took place because the properties were not vacant and the City of Baltimore failed to cite the properties as required under T.P. § 14-817(c), discussed infra. In appellant’s view the City could not legally include its properties in the tax sale as a result of the defect, therefore, the Circuit Court lacked jurisdiction to foreclose the right of redemption. In the alternative, appellant argues that the tax sale was void due to ⁴⁰² constructive fraud and that the Circuit Court erred in denying its motions to dismiss (vacate) the judgments foreclosing appellant’s right of redemption as to the properties that remain at issue. Under the particular circumstances of this case, we agree with the Circuit Court that the City of Baltimore complied with all of the essential requirements under the Tax-Property Article of the Maryland Code to conduct a general tax sale including (or limited to) the subject properties.

Therefore, appellant’s motion to vacate the judgment foreclosing its right of redemption based on this issue was properly denied. A. Tax Sales In order to sell property at a tax sale, the City must comply with a number of requirements, the first of which is that the owner must owe taxes on the property. 12 Kaylor v. Wilson, 260 Md. 707 , 273 A.2d 185 (1971); Bugg v. State Roads Comm’n, 250 Md. 459 , 243 A.2d 511 (1968); Mullen v. Brydon, 117 Md. 554 , 83 A. 1025 (1912). The City must notify all other taxing agencies that a tax sale will be held. T.P. § 14-810.

Thirty days prior to the first advertisement for the tax sale, notice must be mailed to the owner. T.P. § 14-812. The notice must state the name of the person, the amount of taxes due, and include a standard statutory notice. Id.

Then, the City must advertise the tax sale once a week for four successive weeks in one newspaper of general publication. T.P. § 14-813. Once all of these steps have been completed ⁴⁰³ the sale may proceed pursuant to T.P. § 14-817. All these requirements were met in the case at bar.

At the center of this case lies our interpretation of T.P. § 14-817 and whether the City may sell the delinquent property for an amount less than that owed in taxes, interest and expenses. The process of statutory interpretation always begins “ ‘with an analysis of the language of the statute.’ ” Sweeney v. Sav. First Mortgage, L.L.C., 388 Md. 319, 326 , 879 A.2d 1037, 1041 (2005) (quoting Holland v. Big River Minerals Corp., 181 F.3d 597, 603 (4th Cir.1999), cert. denied, 528 U.S. 1117 , 120 S.Ct. 936 , 145 L.Ed.2d 814 (2000)). The Court must determine whether the plain language of the statute is clear and unambiguous.

Id.; Davis v. Slater, 383 Md. 599, 604-05 , 861 A.2d 78, 81 (2004). The statute is ambiguous when there appear to be two or more reasonable alternative interpretations of its language. Stanley v. State, 390 Md. 175 , 887 A.2d 1078 (2005); Greco v. State, 347 Md. 423, 429 , 701 A.2d 419, 421 (1997). If the language is ambiguous, we must “look beyond the statute itself and into the legislative history for guidance as to the intent of [the Legislature] in passing the statute.” Sweeney, 388 Md. at 327 , 879 A.2d at 1041 ; Davis, 383 Md. at 605 , 861 A.2d at 81 .

As Judge Battaglia stated for the Court: “[T]he goal of our examination is always to discern the legislative purpose, the ends to be accomplished, or the evils to be remedied by [the] particular provision.... ” Davis, 383 Md. at 605 , 861 A.2d at 81 . The version of this section in effect at the time of the tax sales provides in pertinent part: 13 “§ 14-817. Sale at public auction. (b) Sales pnce.—(1) Except as provided in subsection (c) of this section, property may not be sold for a sum less than ⁴⁰⁴ the total amount of all taxes on the property that are certified to the collector under § 14-810 of this subtitle, together with interest and penalties on the taxes and the expenses incurred in making the sale, and the lien for the taxes, interest, penalties, and expenses passes to the purchaser.

(c) Baltimore City.[ 14 ]—(1) In Baltimore City, abandoned property consisting of either a vacant lot or improved property cited as vacant and unfit for habitation on a housing or building violation notice may be sold for a sum less than the total amount of: (i) all taxes on the property that are certified to the collector under § 14-810 of this subtitle; (ii) interest and penalties on the taxes; and (iii) expenses incurred in making the sale. (3) The person responsible for the taxes prior to the sale shall remain liable to the collector for the difference between the amount received in the tax sale under this section and the taxes, interest, penalties, and expenses remaining after the sale. (5) In a proceeding to foreclose the right of redemption under this subtitle, the complaint shall request a judgment for the city in the amount of the balance. (7) The Mayor and City Council may institute a separate action to collect the balance at any time within 7 years after ⁴⁰⁵ the tax sale if the plaintiff is a private purchaser.” (Some emphasis added.) 15 In appellant’s view, the City does not have the authority to sell the properties for an amount less than that owed, unless it properly cites them as vacant or abandoned.

Our interpretation of the statute, in light of the legislative intent supporting the enactment of subsection (c), does not yield such a result. Before proceeding further we address an initial misinterpretation of the statute by appellant. During oral argument counsel for appellant contended that § 14-817(c) was not part of the general tax sale statute but a specific section dealing with a specific type of sale, and that as a result, any sale to be conducted in that manner was subject to the citation requirements of § 14-817(c). Appellant’s counsel relied specifically on the headings of the subsection as they appeared in the appendix to his own brief, which read: “TAX-PROPERTY ARTICLE— § 14-817 § 14-817(c).

Sale at public a,uctiou (c) Baltimore City. (1) In Baltimore City ...” (Emphasis added.) ⁴⁰⁶ The title “Sale at public auction,” inserted after the section number 14-817(c) in appellant’s appendix to its brief, does not exist. By affixing the language “Sale at public auction” to § 14-817(c) in its appendix and then arguing that the section required a “special” tax sale, relying in part on that title improperly inserted in appellant’s appendix, appellant has created a misleading inference. In the statute itself, section 14-817(c) has no title.

Subsequently, the codifiers added “Baltimore City.” Appellant added to the copy of the statute in its appendix the words “Sale at public auction ” and then at oral argument stated: “But the sale itself is different than the regular tax sale. A regular tax sale is held a certain times of the year. This was a special tax sale held specially pursuant to the specific statute that allows a special tax sale. And that statute says that you can’t include properties in an special tax sale unless it’s an abandoned property that is either a vacant lot or an improved property that is unfit for habitation and has been cited as such on a violation notice. “817(c) deals specifically, only with Baltimore City. “817(c) (1) in Baltimore City, abandoned property consisting of either a vacant lot or improved property cited as vacant and unfit for habitation on a housing or building violation notice may be sold for a sum less ... “If I may respectfully disagree on this point, if you look at the heading for 817(c) it is not a continuation of the general tax statute.

It says “sale at public auction,” and it is talking about a specific kind of auction. It is not part of the general tax sale, 817 the heading of that section says: ‘sale at public auction, Baltimore City,’ and it talks specifically about a sale by Baltimore City for these properties. ⁴⁰⁷ This is not just a continuation of the general tax sale, this is a specific section dealing with a specific auction for a specific municipality, under specific circumstances. “[Y]es there were taxes due, but 817(c) is a specific section, for a specific municipality, for specific properties. And in this case the City did not comply with this in any manner whatsoever. ... ” [Emphasis added.] There is only one type of tax sale governed by section 14-817, of which part (c) is only a subsection, not a separate tax sale provision. As we have stated, the language relied upon by appellant in support of its argument does not exist.

To the extent appellant’s argument relies on that erroneously inserted title, the argument fails. The statute does not require a special tax sale (at one point, however, the Deputy Mayor of Baltimore testified before a legislative committee during a subsequent modification hearing that “the law has embodied the basic concept of a separate sale.... ” Letter from Jeanne D. Hitchcock, Deputy Mayor, Baltimore City, to Members of the House Ways and Means Committee (Mar. 28, 2000)). The Mayor and City Council of Baltimore may have adopted a practice of separate sales, but the practice is not embodied in the statute at issue. As stated, section headings and subheadings are usually added by the codifiers as an aid for the interpretation of the statutes.

Unless those headings are part of the body of the statute, however, they do not have the force of law as they were never approved by the legislative body. While titles, headings and subheadings can shed light on legislative intent, normally they will only do so when they are part of the process of enacting the statute by the Legislature. See Stouffer v. Pearson, 390 Md. 36, 46 , 887 A.2d 623, 629 (2005); Davis, 383 Md. at 605 , 861 A.2d at 81 . And, as noted, the title language relied on by appellant does not exist in the statute, or in the codification of the statute. ⁴⁰⁸ Section 14-817(c) provides that, in Baltimore City, “a vacant lot or improved property cited as vacant ... may be sold for a sum less than the total amount [owed].... ” This section can reasonably be interpreted in two different ways.

As appellant contends, under one of such interpretations, the City would be barred from conducting any tax sale at all if the properties are abandoned or vacant and it fails to adequately cite the properties. A second interpretation, one noted by the trial court, which we are adopting, is that the City is allowed to conduct the sale under its general tax sale process, but its failure to properly cite the properties prohibits the City from collecting the difference between the purchase price and the amount owed in taxes from the person who owned the property prior to the tax sale, that is to say there could be no deficiency judgment. In order to resolve this apparent ambiguity, we first look at the statutory framework under which § 14-817 was enacted. In 1942, the Research Division of the Maryland Legislative Council wrote a report entitled “Tax Sales in Maryland, Research Report No 14.” In the report, the Council determined that the lack of uniformity in the procedures involving tax sales created great confusion and uncertainty with regards to the rights of the tax sale purchasers.

Due to that uncertainty, purchasers were not eager to buy property at tax sales and title insurance companies were refusing to guarantee titles of tax sale property. As a result, the Council concluded that the tax sale procedures should be simplified and standardized. A year later, the Legislature enacted Chapter 761 of the Acts of 1943,