Mayor & Cncl. of Balt. v. Thornton Mellon

Mayor and City Council of Baltimore v. Thornton Mellon, LLC, et al., No. 6, September Term, 2021, Opinion by Booth, J. TAX SALES—FEE SIMPLE TITLE CONVEYED BY DEED. Under the tax sale statute, Title 14, Subtitle 8 of the Tax-Property Article of the Maryland Code (1985, 2019 Rep. Vol., 2021 Supp.) (“TP”), fee simple legal title to real property sold at a tax sale vests in the certificate holder upon the collector’s execution and delivery of the deed. Upon the entry of the circuit court’s judgment foreclosing the right of redemption, the certificate holder acquires an equitable title, or the right to acquire legal title, which may be exercised by satisfying the statutory conditions necessary for a conveyance of fee simple title by deed.

TAX SALES—ASSIGNMENT OF TAX SALE CERTIFICATE. The tax sale statute provides that the certificate is freely assignable under TP § 14-821, and there is nothing in the statute that evidences the Legislature’s intent to extinguish the certificate or limit its assignment at the time the judgment is entered. Until fee simple title is conveyed by a deed, the tax sale certificate is freely assignable. JUDGMENTS—ASSIGNABILITY.

The judgment foreclosing the right of redemption is assignable. The judgment grants the plaintiff, its heirs, successors and assigns, the right to acquire legal title to property upon the satisfaction of the payment of the purchase price, and post-judgment taxes, penalties, and interest. The judgment is a chose in action, which may be validly assigned. There is nothing in the tax sale statute that imposes a prohibition on the assignment of the judgment.

CIRCUIT COURT’S REVISORY POWER OVER ITS JUDGMENT. Even if the Court had not concluded that the certificate of sale or judgment were assignable, the Court would nonetheless uphold the circuit court’s order in this case, under the circuit court’s broad revisory power over its judgment. Circuit Court for Baltimore City Case No.: 24-C-18-001043 Argued: October 7, 2021 IN THE COURT OF APPEALS OF MARYLAND No. 6 September Term, 2021 MAYOR AND CITY COUNCIL OF BALTIMORE v. THORNTON MELLON, LLC, et al. *Getty, C.J. *McDonald Watts Hotten Booth Biran Battaglia, Lynne A. (Senior Judge, Specially Assigned) JJ.

Opinion by Booth, J. Watts, Biran and McDonald, JJ., dissent. Filed: April 28, 2022 *Getty, C.J., and McDonald, J. now Senior Judges, participated in the hearing and Pursuant to Maryland Uniform Electronic Legal Materials Act conference of this case while active members of (§§ 10-1601 et seq. of the State Government Article) this document is authentic. this Court. After being recalled Pursuant to MD 2022-04-28 14:22-04:00 Constitution, Article IV, Section 3A, both participated in the decision and adoption of this opinion. Suzanne C. Johnson, Clerk In this case, we must determine the moment when fee simple legal title vests in real property that has been sold at a tax sale under the provisions of the Maryland tax sale statute, which is set forth in Title 14, Subtitle 8, of the Tax-Property Article of the Maryland Code (“TP”) (1985, 2019 Repl.

Vol, 2021 Supp.). The issue arises in the context of the Baltimore City Director of Finance’s (“Director”) refusal to issue a tax sale deed to Ty Webb, LLC (“Ty Webb”), the assignee of the tax sale purchaser, Thornton Mellon, LLC (“Thornton Mellon”) following the entry of a judgment foreclosing the right of redemption (“judgment”) in connection with a tax sale proceeding pending in the Circuit Court for Baltimore City. On July 11, 2019—one day after the circuit court entered the judgment— Thornton Mellon executed an assignment purporting to assign to Ty Webb its interest in the tax sale certificate and the judgment. Thornton Mellon prepared a tax deed, and presented the deed, and the assignment to the Director, and requested that the deed be executed to Ty Webb, as the assignee.

The Director refused, asserting that the assignment was invalid because it was executed after the entry of the judgment. After the Director refused to execute the deed, Thornton Mellon filed a notice of substitution of parties in the circuit court proceeding, substituting its interest in the action as plaintiff for its assignee, Ty Webb. As the substitute plaintiff, Ty Webb filed a motion requesting an order directing the City to issue a tax sale deed to Ty Webb. The Mayor and City Council of Baltimore (the “City”) objected to Ty Webb’s motion.

The City argued, among other things, that under TP § 14-844(b), the circuit court’s entry of a judgment foreclosing the right of redemption in a tax sale proceeding vests fee simple title in the certificate holder, thereby extinguishing the certificate of sale. The City asserted that the only way for Thornton Mellon to convey its interest in the property to Ty Webb was for Thornton Mellon to first take legal title by deed, and then convey its interest by a second deed to Ty Webb. The circuit court rejected the City’s argument, determining that there was nothing in the tax sale statute to indicate that the Legislature intended to limit the assignment of a certificate of sale to the period prior to the entry of judgment. The circuit court concluded that the certificate of sale and the judgment were assignable and granted Ty Webb’s motion by directing the City to execute the tax deed in favor of Ty Webb as assignee.

After the City noted an appeal, the Court of Special Appeals affirmed the judgment of the circuit court. Mayor and City of Baltimore v. Thornton Mellon, LLC, 249 Md. App. 231 (2021) (“Thornton Mellon”). The City petitioned this Court for a writ of certiorari, which we granted to consider the following question, which we have consolidated and rephrased as follows:1 1 The City’s petition requested that we answer the following questions: Did the Court of Special Appeals err in affirming an order requiring the City to issue a tax sale deed to Ty Webb LLC rather than the tax sale purchaser, Thornton Mellon LLC, when Thornton Mellon LLC waited until after the circuit court’s final decree to purport to assign its certificate of sale and the judgement foreclosing the right of redemption to Ty Webb LLC, and the purported assignment was neither docketed as a separate filing nor recorded photographically by the clerk but merely attached as an exhibit to a motion for an order directing the City to issue a tax sale deed? 1. Is a tax sale certificate no longer assignable once a court enters judgment foreclosing the right of redemption? 2.

Assuming, arguendo, that a tax sale certificate is assignable after foreclosure, was the purported assignment here nonetheless invalid for 2 Did the circuit court err in ordering the City of Baltimore to issue a tax sale deed to the tax sale certificate holder’s assignee when the certificate holder executed the assignment one day after the entry of the court’s order foreclosing the right of redemption? For the reasons set forth below, we answer the question in the negative and affirm the judgment of the circuit court. I Factual Background and Procedural History On May 15, 2017, Thornton Mellon was the successful bidder at a tax sale involving certain property located at 812 Wedgewood Road in Baltimore (“the property”). On that same day, the Director issued Thornton Mellon a tax sale certificate (“certificate”), which contained the following information pertaining to the sale in question.

First, the certificate reflected that the total purchase price for the property was $90,309. Of the total price, the amount due at the time of the issuance of the certificate was $5,775.28, which was the “total amount of taxes and other municipal liens due on the property at the time of the sale, together with interest and penalties thereon, and expenses incurred in making the sale.” The certificate noted that the property was “subject to redemption,” and described the statutory amount that would be refunded to the certificate holder if the property was failure to comply with the provisions of law relating to the short assignment of mortgages? 3. Is a judgment foreclosing the right of redemption non-assignable? 4. Assuming, arguendo, that a foreclosure judgment is assignable, must the assignment be filed and docketed in the circuit court, not merely attached as an exhibit to a motion, before the assignee can enforce the judgment in the assignee’s name? 3 redeemed by the owner.

The certificate stated that the “balance due on account of the purchase price and all taxes, and other municipal liens, together with interest and penalties on them accruing subsequent to the date of sale, must be paid to the Collector before a deed can be delivered to the purchaser.” The certificate specified that the holder could bring a proceeding to foreclose the owner’s right of redemption after the expiration of the owner’s statutory period for redeeming the property. Finally, the certificate reflected that it would be void unless a proceeding was brought to foreclose the owner’s right of redemption within two years of the date of the certificate. On February 26, 2018, after the property owner failed to redeem the property within the statutory redemption period, Thornton Mellon filed a complaint to foreclose the right of redemption. On July 10, 2019, the circuit court entered the judgment, titled “Judgment Foreclosing Right of Redemption.” The judgment contained the language required under the applicable provisions of the tax sale statute necessary to foreclose the right of redemption.

See TP §§ 14-844, 14-847(a). First, the judgment recited the circuit court’s finding that “all [d]efendants were personally served or were notified in accordance with” the applicable provisions of the Tax-Property Article, that the applicable notice of publication had been issued, and that no redemption had been made by the property owner. Second—and apropos of its title—the document entered judgment in favor of Thornton Mellon foreclosing the right of redemption in the property. Third, the judgment: ORDERED that Plaintiff is vested with an absolute and indefeasible fee simple title, free and clear of all alienations and descents of the property occurring before the date of the judgment and encumbrances on the property, except taxes and municipal liens that have accrued after the date of the sale 4 and easements of record and any other easement to which the property is subject that may be observed by an inspection of the property[.] Fourth, the judgment included the following directives to the Director and the Supervisor of Assessments as required by TP § 14-847(a): ORDERED that the Director of Finance shall execute and deliver a Deed to the Plaintiff, his successors and assigns, in accordance with the provisions of §§ 14-831 and 14-847 of the Tax-Property Article of the Maryland Code Annotated; and it is further ORDERED that the Supervisor of Assessments of Baltimore City shall enroll Plaintiff as the fee simple owner of the above-described property.

On July 11, 2019—the day after the judgment was entered—Thornton Mellon executed a one-page assignment that purported to assign the certificate and judgment to Ty Webb. The assignment, titled “Assignment of Certificate of Tax Sale & Order Foreclosing Right of Redemption” stated as follows: In consideration of the sum of $1.00 dollars, I, for Thornton Mellon LLC do hereby sell, assign, transfer and set over to Ty Webb LLC, and their heirs, executors, administrators and assigns, the written Certificate of Tax Sale with respect to the property at 812 WEDGEWOOD ROAD, BALTIMORE, MD 21229-1224, Parcel ID 28-05-7993B-028, attached hereto and the Judgment Foreclosing Right of Redemption issued with respect to the Property and all my right, title and interest in or to the real estate described therein, to have and to hold the same to myself, his heirs, executors, administrators and assigns, to his and their sole use, benefit, and behoof forever. The Tax Sale Deed with respect to the Property should be issued in the name of Ty Webb LLC. In accordance with the requirements of TP §14-847(b), Thornton Mellon prepared and submitted to the Director a tax sale deed for the property.

The tax sale deed reflected that the property was being conveyed from the Director to Ty Webb, as assignee of Thornton Mellon, and included standard recitals typical in tax sale deeds—describing the 5 tax sale proceeding, including the parties’ names and case number, the property description, and the tax account number for the property—as well as a recital reflecting Thornton Mellon’s assignment of its interest in the property to Ty Webb. At this point, the dispute arose between the parties. The City refused to execute the tax sale deed because it reflected Thornton Mellon’s assignment of its interest to Ty Webb, which the City contended was invalid. Specifically, although the City acknowledges that tax sale certificates are generally assignable, the City’s position is that the particular assignment to Ty Webb was invalid because it was executed one day after the entry of the judgment foreclosing the right of redemption.

Upon the entry of the judgment, the City’s view is that the only way that Thornton Mellon can effectuate a transfer of its interest in the property to Ty Webb is by a two-deed transaction: first, by taking title to the property in a tax sale deed as the grantee; and second, by a deed of conveyance from Thornton Mellon, as the grantor, to Ty Webb as the grantee.2 In other words, because Thornton Mellon had not completed the assignment to Ty Webb, and Ty Webb had not been substituted as a party in the tax sale proceeding prior to the entry of the judgment foreclosing the right of redemption, the City contended that the assignment was invalid, and refused to execute the tax sale deed conveying legal title to the property to Ty Webb. 2 The City’s reason for its statutory interpretation is no secret—if the Court agrees with the City, the City can collect revenue from transfer and recordation taxes on two deed transfers instead of one. In its brief, the City argues that there are “public policy reasons” to support its interpretation and points out that if Thornton Mellon were to sell the property for the amount it bid at the tax sale—$90,309—that sale would generate $2,259.63 in revenue to the City in recordation and transfer taxes. There is no dispute that Ty Webb will have to pay these fees in connection with the Director’s conveyance of fee simple title to the property by deed. The City wants to collect them on two separate conveyances. 6 After the City refused to execute the deed, on July 31, 2019, Thornton Mellon filed a notice of substitution in the tax sale case, stating that its interest in the property had been assigned to Ty Webb and requesting that Ty Webb be substituted as plaintiff.

On that same day, Ty Webb, as substitute plaintiff, filed a “Motion for an Order Directing the City to Issue a Tax Deed to Assignee.” In the motion, Ty Webb explained that the circuit court had issued a judgment foreclosing the right of redemption on July 10, 2019, and that the following day, Thornton Mellon had assigned its interest in the property and the judgment to Ty Webb. Ty Webb attached to its motion a copy of the assignment and the draft tax sale deed. Ty Webb requested that the court enter an order directing the City to comply with the court’s judgment by issuing a deed to Ty Webb, as the assignee and substitute plaintiff. The City responded by filing two motions: a Motion to Strike, and a Motion to Strike, or in the Alternative, Response to Motion for Order Directed to the City of Baltimore to Issue a Tax Deed to an Assignee.

In the City’s motions, the City argued that Thornton Mellon’s attempt to substitute Ty Webb as the plaintiff did not comply with Maryland Rule 2-2413 and that Ty Webb lacked standing to file its motion. The City asserted that: (1) the tax sale certificate was not assignable after the entry of the judgment; 3 Md. Rule 2-241(a) allows a person to be substituted for a party who: (1) dies, if the action survives, (2) becomes incompetent, (3) transfers an interest in an action, whether voluntarily or involuntarily, (4) if a corporation, dissolves, forfeits its charter, merges, or consolidates, (5) if a public officer, ceases to hold office, or (6) if a guardian, personal representative, receiver, or trustee, resigns, is removed, or dies. 7 (2) the judgment itself is not assignable; and (3) upon the entry of the judgment, the only manner by which Thornton Mellon could convey or assign its interest in the property was to first take title to the property by a deed, and then to execute a deed conveying its interest to Ty Webb. After a hearing, the circuit court issued a memorandum opinion and order. The circuit court determined that the plain language of TP § 14-821 does not limit the assignability of either a tax sale certificate or a judgment foreclosing the right of redemption.

The circuit court also concluded that, even if the City was correct that the tax sale certificate was only assignable up until the entry of the judgment, the judgment itself was assignable as a chose in action. The City appealed the circuit court’s decision to the Court of Special Appeals. The intermediate appellate court affirmed the decision of the circuit court. Thornton Mellon, 249 Md. App. at 231 .

The Court of Special Appeals pointed out that the circuit court has general revisory power and control over a judgment for a period of thirty days after its entry, including a final judgment foreclosing a right of redemption. Id. at 240 . The Court of Special Appeals determined that Thornton Mellon’s filings “while not captioned as such, were essentially motions to revise the original judgment and may be treated as such despite their caption.” Id. at 241 . The Court of Special Appeals also examined the plain language of the tax sale statute and held that it unambiguously and expressly permits the assignment of a certificate of tax sale.

Id. The court rejected the City’s argument that the judgment foreclosing the right of redemption renders the tax sale certificate a “legal nullity” having no value, 8 pointing out that after the entry of judgment, “several additional steps are required to finalize the delivery of the deed[,]” including the certificate holder’s payment of the purchase price, accrued taxes and interest, and penalties. Id. at 243 . The intermediate appellate court also noted that these additional steps are expressly required under the statute to be undertaken by the “holder of the certificate of sale.” Id. at 244 (quoting TP § 14- 847(b)).

The Court of Special Appeals reasoned that the General Assembly’s references to the “certificate holder” in the sequence of steps following the entry of judgment is further evidence that the General Assembly did not intend to render the certificate of sale a “legal nullity” upon the entry of the judgment. Id. The Court of Special Appeals further determined that its interpretation of the tax sale statute was consistent with this Court’s jurisprudence reflecting the long-standing principle that “legal title to land . . . does not pass, other than by operation of law, until a deed is properly executed and recorded.” Id. (quoting Kingsley v. Makay, 253 Md. 24 , 27–28 (1969)).

The Court of Special Appeals concluded that because no deed had been executed and recorded in the name of Thornton Mellon, the assignment of the judgment and substitution of the parties was valid. The intermediate appellate court also noted that the language in the judgment itself reflected the assignability of the certificate and the judgment, pointing to the Director’s authority to execute a deed to the Plaintiff, “his successors and assigns,” which, in this case, was Ty Webb. Id. at 244. The intermediate appellate court agreed with the circuit court that the judgment foreclosing the right of redemption was also a chose in action, which was assignable.

Id. at 244–45. Accordingly, the Court of Special Appeals affirmed the circuit 9 court’s judgment. As we discuss below, we agree with the Court of Special Appeals’ analysis in all respects. II Discussion “Where an order involves an interpretation and application of Maryland constitutional, statutory or case law, our Court must determine whether the trial court’s conclusions are ‘legally correct’ under a de novo standard of review.” Schisler v. State, 394 Md. 519, 535 (2006).

Inasmuch as the sole issue in this case involves an interpretation of the statutes and our case law governing the tax sale process, we conduct a de novo review of the matters raised herein. As we mentioned above, the fundamental issue in this case turns on the moment when fee simple title to real property that is sold at a tax sale vests in a tax sale purchaser who holds a certificate of sale to the property. The City contends that, under the plain language of the tax sale statute, the circuit court’s judgment that forecloses the right of redemption automatically vests fee simple title to the property in the certificate holder by operation of law and without any further action by the certificate holder or the tax collector. Although the City acknowledges that, under Maryland title conveyance law generally, legal title does not pass until a deed is executed and recorded, the City contends that the Legislature has created an exception to the general rule, whereby fee simple title is passed, as a matter of law, upon the entry of the judgment instead of a conveyance by deed.

Under the City’s theory, because the judgment transfers fee simple title and extinguishes all prior liens and encumbrances, the certificate holder’s tax sale certificate 10 is extinguished, and is therefore, no longer assignable. Accordingly, the City posits that post-judgment, the tax sale purchaser—in this case, Thornton Mellon—may only convey its interest in the property by a fee simple deed under the general Maryland title conveyance statute, Md. Code Real Property Article (1974, 2015 Repl. Vol., 2021 Supp.) (“RP”) § 3-101. Thornton Mellon disagrees with the City’s characterization of the judgment and asserts that the tax sale statute does not create a statutory exemption to Maryland’s title conveyance law.

Thornton Mellon points out that the statute requires that the certificate holder satisfy certain post-judgment conditions in order to obtain fee simple title by deed. Upon the performance of these conditions, Thornton Mellon notes that the collector is required to execute a deed to the certificate holder conveying fee simple title. Because the statute describes certain post-judgment conditions that the certificate holder must satisfy prior to obtaining fee simple title by deed, Thornton Mellon asserts that the entry of judgment creates equitable title, which ripens into legal title only upon the certificate holder’s performance of the conditions and delivery of a deed. Thornton Mellon contends that its statutory interpretation is consistent with Maryland title conveyance law generally, as well as our case law describing the conveyance of legal title in the mortgage foreclosure context.

According to Thornton Mellon, because legal title to the property does not transfer until the conveyance by deed, the certificate of sale—which evidences the certificate holder’s lien interest in the property—is not extinguished by the judgment. Thornton Mellon points out that the tax sale statute explicitly provides for the assignment of tax sale certificates, and there is nothing in the plain language of the statute to indicate that the 11 General Assembly intended to restrict the free assignment of the tax sale certificate to the point in time prior to the entry of the judgment. Thornton Mellon also asserts that the judgment itself is assignable. Finally, Thornton Mellon notes that the circuit court has broad revisory power over its judgment, and the circuit court did not err in entering an order directing the City to execute the deed under the circumstances.

To determine the correctness of either party’s position, we must necessarily quantify the nature of the certificate holder’s interest in the property upon the entry of the judgment foreclosing the right of redemption. In other words, we must decide whether the City is correct that the judgment itself vests fee simple title to the certificate holder as a matter of law (thereby extinguishing all prior liens, including the tax sale certificate), or whether Thornton Mellon is correct that the judgment conveys an interest less than fee simple title, such as an equitable interest, and that legal title to the property passes by the deed after the certificate holder’s performance of statutory conditions. Before we turn to the tax sale statute, it is useful to discuss some basic real estate title and conveyance nomenclature under Maryland law. This background is helpful because some of the terms contained in the tax sale statute—such as “fee simple title” and “marketable title”—are defined by common law.

Additionally, some of the general requirements for conveying legal title to property are contained in other provisions within the Maryland Code. As we will discuss later, when interpretating statutes that address the same subject matter, we endeavor to read those provisions consistently with one another. 12 A. General Real Estate Terms and Concepts Under Maryland Law for Conveying Fee Simple Title to Real Property We start with the principle that in Maryland, with limited exception,4 the only means by which legal title to real property can transfer from one person to another is by recording a deed in the land records of the county in which the property is located. See RP § 3-101(a) (“[N]o estate of inheritance or freehold, . . . may pass or take effect unless the deed granting it is executed and recorded.”); Kingsley, 253 Md. at 27 (observing that “legal title to land, of course, does not pass, other than by operation of law, until a deed is properly executed and recorded[]”). The concept of “legal title” to real property is distinct from “equitable title.” While legal title is conveyed by a deed, equitable title arises in circumstances where an individual has the right to acquire legal title.

See Black’s Law Dictionary (11th ed. 2019) (defining 4 RP § 3-101(a) recognizes that, in limited circumstances, legal title may pass “by operation of law.” One example of how title passes “by operation of law” is where property is held as tenants by the entirety with rights of survivorship, and the decedent’s title in property vests in his or her survivor by operation of law without the need for a new deed. See RP § 4-109(b) (providing that “[a]ny interest in property held by a husband and wife in tenancy by the entirety may be granted” and “[t]hese grants, regardless of when made, are ratified, confirmed, and declared valid as having created the type of ownership that the grant purports to grant[]”). Another example is an eminent domain proceeding. See Md. Rule 12-212(a) (providing that legal title is transferred by recording the trial court’s inquisition in the land records); see also RP § 12-108(a) and (b) (stating that “[o]n payment of the judgment and costs by the plaintiff pursuant to the provisions of Title 12, Chapter 200 of the Maryland Rules, the plaintiff immediately shall become vested with the title, estate, or interest of the defendant in the condemned property” and “[t]he title acquired in a condemnation proceeding shall be an absolute or fee-simple title including the right, title, and interest of each of the defendants in the proceeding whose property has been condemned unless a different title is specified in the inquisition[]”); and Dunne v. State, 162 Md. 274, 284 (1932) (making clear, however, that title in eminent domain proceedings does not pass until just compensation is paid or secured to the defendant). 13 “equitable title” as “a title that indicates a beneficial interest in property and that gives the holder the right to acquire formal legal title[]”).

When a purchaser enters into a real estate contract to purchase property, the purchaser acquires an equitable title, or the right to acquire property. Kingsley, 253 Md. at 24 . The legal title to the property does not pass until a deed is properly executed and recorded. Id.

The Real Property Article of the Maryland Code sets forth the language to be included in a deed when a grantor conveys a fee simple interest in property to a grantee. RP § 4-202(a). Unless a contrary intention appears by express terms or is necessarily implied, every grant of land passes a fee simple estate. 6 Maryland Law Encyclopedia (“M.L.E.”), Conveyances § 84; RP § 2-101 (stating that “[t]he word “‘grant’ [] in a deed, or any other words purporting to transfer the whole estate of the grantor, passes to the grantee the whole interest and estate of the grantor in the land mentioned in the deed unless a limitation or reservation shows, by implication or otherwise, a different intent[]”). A “fee simple” estate is defined as “being the broadest property interest allowed by law[.]” Black’s Law Dictionary (11th ed. 2019); see also 1 Tiffany Real Prop. § 27 (3d ed. 1939 & Supp. 2021) (“[a]n estate in fee simple absolute is an estate in fee simple which is not subject to a special limitation, condition subsequent or an executory limitation.[]”).

The owner of a fee simple estate has absolute and exclusive control and dominion over the property. See Trustees of Sheppard & Enoch Pratt Hosp. v. Swift & Co., 178 Md. 200, 207 (1940) (where one holds “absolute and exclusive control over property,” one has an estate in fee simple, no matter how acquired); Arnd v. Lerch, 162 Md. 318, 324 (1932) (“[a]n 14 estate in fee simple is one in which the tenant holds absolute and exclusive control and dominion over the property[]”).5 Another real estate term that is useful to discuss is the concept of “marketable title” to real property. As we will discuss in more detail, the Legislature has expressly directed that the tax sale statute be construed within the context of “the public policy of providing marketable title to property that is sold at tax sale[.]” TP § 14-832(2). “Whether title is marketable in a given case is a question for the court.” Coe v. Hays, 105 Md. App. 778, 789 (1995) (citing Berlin v. Caplan, 211 Md. 333, 341 (1956) (additional citation omitted)). We have defined a “marketable title” as “a title without encumbrances and free from reasonable doubt as to any question of law or fact that may call it in question in the future and subject the purchase to the hazard of litigation.” Garner v. Union Trust Co. of Maryland, 185 Md. 386, 389 (1945).

Or stated another way, “marketable title” is a title which is free from encumbrances and any reasonable doubt as to its validity, and such as a reasonably intelligent person, who is well informed as to the facts and their legal bearings, and ready and willing to perform his contract, would be willing to accept in the exercise of ordinary business prudence. Accordingly[,] a marketable title must be so far free from defects as to enable the purchaser not only to hold the land in peace but also, if he wishes to sell it, to be reasonably sure that no flaw will appear to disturb its market value. However, a title, in order to be marketable, need not be free 5 William Blackstone described the owner of a fee simple estate as having “absolutum et directum dominion [absolute and direct ownership].” 2 William Blackstone, Commentaries on the Laws of England 70 (1769). Or in other words, fee simple title is “an estate of [absolute] inheritance; being the highest and most extensive interest that a man can have in a feud” that is given to him and his heirs, “clear of any conditions, limitations or restrictions[.]” Id. at 71. 15 from every conceivable technical criticism, but only from those possibilities of defect which are sufficient to raise a reasonable doubt.

Sinclair v. Weber, 204 Md. 324, 334 (1954). We have “recognized that the term ‘merchantable title’ is synonymous with ‘marketable title.’” Garner, 185 Md. at 389 . Notably, “‘a good and merchantable title’ ordinarily means a title in fee simple[.]” Arnd, 162 Md. at 323 . In contrast to fee simple title, we have also made it “clear that equitable title is not marketable, for in reality it is not a title at all, but merely a right to the legal title.” Garner, 185 Md. at 390 .

At the opposite end of the spectrum from a property having “good record title” or “marketable title,” is a property that has a cloud on its title. A “cloud on title” is defined as “[a] defect or potential defect in the owner’s title to a piece of land arising from some claim or encumbrance such as a lien, an easement, or a court order.” Black’s Law Dictionary (11th ed. 2019). Of course, some transfers of property are not undertaken willingly by the owner, such as in the case of a mortgage foreclosure or a tax sale—where the owner loses title to property arising from the nonpayment of a valid debt that constitutes a lien on the property. In the case of a tax sale, the Legislature has created an in rem process to transfer legal title to property via the tax sale statute that balances the due process rights of the property owner against the public policy of ensuring clear and marketable title to property that has been sold and transferred in connection with a tax sale proceeding.

TP § 14-832. B. The Tax Sale Process The tax sale process is set forth in Title 14, Subtitle 8, of the Maryland Tax-Property Article, and provides for the sale of real property by a local taxing authority when an owner 16 has failed to pay his or her property taxes. The unpaid property taxes become liens on the property until they are paid, and the county’s tax collector is authorized to sell the property “in the county in which the collector[6] is elected or appointed on which the tax is in arrears.” TP § 14-804(a)(1); TP § 14-808(a)(1). The Public Sale Notice of the proposed sale must be given to the owner at least 30 days before the property is advertised for sale, and it must state that if the owner does not pay the taxes within 30 days, the property will be sold.

TP § 14-812. After the sale is properly advertised, the property is sold at public auction. TP § 14-817. At the public sale, the purchaser pays the delinquent taxes due on the property and in exchange, is “given a certificate of sale which includes a description of the property, the amount for which the property was sold, and information as to the time in which an action to foreclose the owner’s right of redemption must be brought.” Scheve v. Shudder, 328 Md. 363, 370 (1992); TP § 14-820.

It is important to note that, at the time of the tax sale, the tax sale purchaser does not pay the entire bid price. The purchaser pays the back taxes, and the rest of the bid remains on credit. TP § 14-818(a)(1)(i).7 The purchaser then 6 “A ‘collector’ is an ‘officer of a county or municipal corporation who has a duty to collect or remit taxes.’” Kona Properties, LLC v. W.D.B. Corp., Inc., 224 Md. App. 517 n.4 (2015) (quoting TP § 1-101(e)). “The Director of Finance is the collector for Baltimore City.” Id. 7 In this case, at the tax sale, Thornton Mellon’s bid price was $90,309. At the time of the issuance of the certificate, it paid $5,775.28, leaving a balance of $84,533.72, which remained on credit.

TP § 14-818(a)(1)(i). As explained in more detail herein, the balance is not required to be paid prior to the entry of the judgment foreclosing the owner’s right of redemption but is required to be paid prior to the issuance of the deed from the collector. 17 receives a certificate of sale, which is freely assignable. TP §§ 14-820, 14-821. Specifically, TP § 14-821(a) provides that: Except as provided in subsection (b) of this section,[8] any certificate of sale executed and delivered by the collector to the purchaser is assignable and an assignment of the certificate of sale vests in the assignee, or the legal representative of the assignee, all the right, title and interest of the original purchaser.

The assignment of certificate of sale may be made in accordance with the provisions of law relating to the short assignment of mortgages. The certificate of sale issued to the certificate holder is the documentary evidence of the certificate holder’s lien on the property. See TP § 14-823 (stating that the “certificate of sale or assignment of the certificate of sale is presumptive evidence . . . of the title of the purchaser to the property described in the certificate of sale or assignment . . . .”); Magraw v. Dillow, 341 Md. 492, 505 (1996) (explaining that “the interest of a tax sale purchaser is that of a lien against the property, which, through the process of foreclosure, ripens into title[]”) (cleaned up). In other words, the certificate is the presumptive evidence of the certificate holder’s lien, or “inchoate right of ownership,” Magraw, 341 Md. at 505 .

This gives the certificate holder the right to later institute a tax sale foreclosure proceeding to convert the holder’s inchoate equitable interest into legal title. TP § 14-818(a)(2) (“After the final decree has been passed foreclosing the right of redemption in any property, the collector may not execute or deliver a deed to any purchaser other than the governing body of a county until the balance of the purchase price has been paid in full, together with all taxes and interest and penalties accruing after the date of the sale.”). 8 The sole exception in TP § 14-821(b) relates to limited auctions that are permitted by statute in Prince George’s County pursuant to TP § 14-817(d), which are not applicable here. 18 Property Owner’s Right of Redemption After the tax sale, the property owner has a right of redemption, which lasts until it is foreclosed in a court proceeding. TP § 14-827. To redeem the property, the owner must pay the collector, among other things, the amount already paid by the purchaser at the tax sale, plus interest at the applicable rate provided in TP § 14-820(b) from the date of the tax sale to the date of redemption.

TP § 14-828. If the property is redeemed, the certificate holder, upon surrendering the certificate, receives the redemption amount paid to the collector, excluding the taxes. Id. TP § 14-820(b) sets the statutory redemption interest rate for each county and Baltimore City, unless the local subdivision sets something different.

As Chief Judge Murphy noted in Fish Market Nominee Corp. v. G.A.A., Inc., “[l]ocal subdivisions often set the rate higher than rates given on ordinary investments.” 337 Md. 1, 5 (1994) (“Fish Market”). For example, Baltimore City has set the redemption interest rate at 18% per year. Baltimore City Code Art. 28, § 16. “This high rate of return encourages potential tax sale purchasers to invest in property despite the fact that the property is subject to a right of redemption.” Fish Market, 337 Md. at 5 . After waiting six months from the date of sale, the certificate holder can file a complaint to foreclose the owner’s right of redemption.

TP § 14-833(a).9 The certificate is “void unless a proceeding to foreclose the right of redemption is filed within 2 years of 9 For owner-occupied properties in Baltimore City, unless a statutory exception applies, the holder must wait nine months prior to filing a complaint to foreclose the property owner’s right of redemption. TP § 14-833. 19 the date of the certificate of sale.” TP § 14-833(c)(1). We have described the two-year time frame for filing a complaint as “effectively placing a statute of limitations on actions to foreclose the right of redemption.” Fish Market, 337 Md. at 5 . In Rem Proceeding to Foreclose Right of Redemption and to Transfer Fee Simple Title to the Certificate Holder Because the transfer of legal title to the property from the owner to the certificate holder is not a voluntary one, the tax sale statute sets forth an in rem proceeding by which the interests of the owner and any other persons having an interest in the property are extinguished, and a deed conveying fee simple title is issued by the collector to the certificate holder upon the successful completion of all the statutory steps in the process.

The General Assembly has recognized the importance of ensuring that properties that are sold at a tax sale emerge from the process with marketable title, by directing that the statute “shall be construed to ensure a balance between: (1) the due process and redemption rights of persons that own or have an interest in property sold at a tax sale; and (2) the public policy of providing marketable title to property that is sold at a tax sale through the foreclosure of the right to redemption.” TP § 14-832.10 The Legislature has conferred upon the circuit court equitable “jurisdiction to give complete relief under this subtitle,” over property located within its county, “to bar all 10 The Legislature’s directive to construe tax sale statutes in a manner that ensures marketable title to properties subject to tax sale proceedings has been around for many decades. See 1943 Md. Laws ch. 761 § 89G (stating that the applicable provisions of the tax sale statute “shall be liberally construed as remedial legislation to encourage the foreclosure of rights of redemption by suits in the equity courts and for the decreeing of marketable titles to property sold by the Collector[]”). 20 rights of redemption and to foreclose all alienations and descents of the property occurring before the judgment of the court[,]” including “all liens and encumbrances on the property,” with the exception of “property taxes that arise after the date of the sale,” including the authority “to order an absolute and indefeasible estate in fee simple or leasehold to be vested in the holder of the certificate of sale.” TP § 14-834. The statute provides that the “plaintiff in any action to foreclose the right of redemption shall be the holder of the certificate of sale.” TP §14-836. The defendants are the record title holder, the owner of any leasehold title (if the property is subject to a ground rent),11 any mortgagee or assignee of a mortgagee, the trustee under any deed of trust, the county where the property is located, and if appropriate, the State.

TP § 14-836(b)(1). After the certificate holder files a complaint, the court issues summonses to all defendants and issues an order to publicize the foreclosure proceeding. TP §§ 14-839(a)(3), 14-840. Both the summonses and the publication state a date, no sooner than 60 days from the date of the publication order, by which anyone having an interest in the property must redeem it.

TP § 14-840. The right of redemption continues throughout the proceeding until the court issues a final decree foreclosing the right of redemption. TP § 14-827. The complaint alleges an amount necessary for redemption; however, the court fixes the amount if it is disputed.

TP §§ 14-829, 14-835(a)(7). If the owner or interested person entitled to redeem 11 To ascertain the record title holder and any record title holder of a leasehold title if the property is subject to a ground rent, the certificate holder is required to perform a title search “in accordance with generally accepted standards of title examination of the land records of the county, of the records of the register of wills of the county, and of the records of the circuit court of the county.” TP § 14-836(b)(i) and (ii). 21 the property does not do so by the dates stated in the summons and in the publication, the court issues a final judgment foreclosing the right of redemption. TP § 14-844(a). The Legislature has set forth certain statutory requirements for the final judgment entered by the circuit court, which are contained in two sections of the tax sale statute.

TP §§ 14-844, 14-847(a). First, in TP § 14-844(a), the judgment extinguishes the rights of the defendants and other persons who have an interest in the property: the judgment is final and “conclusive on the defendants, their heirs, devisees, and personal representatives and they or any of their heirs, devisees, executors, administrators, assigns, or successors in right, title, or interest, and all defendants are bound by the judgment as if they had been named in the proceeding and personally served with process.” Id. Second, in subsection TP § 14-844(b), if the court finds for the plaintiff: the judgment vests in the plaintiff an absolute and indefeasible title in fee simple in the property, free and clear of all alienations and descents of the property occurring before the date of the judgment and encumbrances on the property, except taxes that accrue after the date of sale and easements of record and any other easement that may be observed by an inspection of the property to which the property is subject. However, the statutory requirements pertaining to the circuit court’s entry of a judgment do not end there.

The statute also requires that the circuit court judgment include two additional directives, which are set forth in TP §14-847(a). First, the statute requires that, “the judgment of the court shall direct the collector to execute a deed to the holder of the certificate of sale in fee simple” upon “payment to the collector of the balance of the purchase price, due on account of the purchase price of the property, together with all taxes and interest and penalties on the property that accrue after the date of sale.” TP § 14-847(a) 22 (emphasis added). Second, the statute specifies that “[t]he judgment shall direct the supervisor to enroll the holder of the certificate of sale in fee simple . . . as the owner of the property.” Id.12 12 As we noted in Lippert v. Jung, 366 Md. 221 , 238–240 (2001), the taxing authority’s power to sell property for non-payment of taxes has existed since the original grants from the Kings of England to the Lord Proprietors. The early tax sale statutes did not require court approval prior to the tax collector’s conveyance following a sale.

The power of sale vested in a collector was described as a “naked power, specially conferred by statute, to be exercised under a proceeding ex parte in its character, . . . the effect of which [was] to divest a citizen of his property without his consent[.]” McMahon v. Crean, 109 Md. 652, 665 (1909). With the passage of the Acts of 1872, ch. 384, the General Assembly required the “collector to report the sale, together with all the proceedings had in relation therefore to the courts for confirmation[.]” The early statutes conferred upon the court a special and limited jurisdiction, to ratify the sale. Upon the final ratification of the sale, the Legislature gave the tax collector the authority to convey title to the property by executing a deed to the purchaser. See e.g., Md. Code Art. 81 § 79 (1929).

Although there have been various revisions to the tax sale statutes since the Acts of 1872, the substance of the statutory provisions pertaining to the requirements of the judgment of foreclosure have remained unchanged. For example, the tax sale statute enacted by Chapter 761 of the 1943 Maryland Laws contained provisions that are substantively the same as Sections 14-844 and 14-846 of the current Tax-Property Article. Specifically, the Annotated Code of the Public General Laws of Maryland (1943), Article 81, § 90L provided as follows: At the expiration of the time limited in the order of publication, and in the subpoena, the court shall pass its decree in the proceedings, in accordance with the general equity jurisdiction and practice of said court. The decree shall be final and conclusive upon the defendants, their heirs, devisees, and personal representatives and their or any of their heirs, devisees, executors, administrators, assigns or successors in right, title or interest, and all defendants shall be bound by the said decrees as if they had been named in the proceedings and personally served with process.

If the Court shall find for the plaintiff, the decree shall vest in the plaintiff an absolute and indefeasible title in fee simple in the property, free and clear of all alienations and descents of the property occurring prior to the decree of Court as herein 23 Following entry of the judgment foreclosing the right of redemption, the tax sale statute imposes additional obligations on both the certificate holder and the tax collector. With respect to the certificate holder, once the court enters final judgment, the holder of the tax sale certificate “immediately becomes liable for the payment of all taxes due and payable after the judgment . . . . On the entry of judgment, the plaintiff shall pay the collector any surplus bid and all taxes together with interest and penalties on the taxes due on the property.” TP § 14-844(d).13 Second, the statute requires that the certificate holder prepare a deed. See TP § 14-847(b) (“[t]he deed shall be prepared by the holder of the certificate of sale or the attorney for the holder of the certificate of sale and all expenses provided and encumbrances thereon, except taxes accruing subsequent to the date of sale and public easements to which the property is subject . . . .

The language in Article 81, § 90O provided that: The final decree of the court shall direct the Collector to prepare and execute a deed to the holder of the certificate of sale, in fee simple, or in leasehold, as the case may be, upon payment to the Collector of the balance of the purchase price, due on account of the purchase price of the property, together with all taxes and interest and penalties thereon accruing subsequent to the date of sale. The Clerk of the Court in which the suit is instituted shall issue a certified copy of the decree of said Court and the Collector shall not be obligated to execute the deed provided for in this section until such certified copy of the decree is served upon him. (Emphasis added). Similar language was included in the tax sale statute up through 1985, when the General Assembly implemented a general recodification of the tax sale statute, formerly Maryland Code Article 81, §§ 70 through 127.

Compare Md. Code Art. 81 §§ 112, 115 (1957, 1980 Repl. Vol., 1985 Supp.) with TP §§ 14-844, 14-847. 13 Because the certificate holder has two years to file a complaint to foreclose the right of redemption—during which time taxes continue to accrue—it is not uncommon for the property to have accumulated post-sale taxes, interest, and penalties. 24 incident to the preparation and execution of the deed shall be paid by the holder of the certificate of sale[]”). Once the certificate holder fulfills these post-judgment statutory obligations—paying the balance of the purchase price, along with taxes that have accrued post-sale, and preparing the deed—the tax collector’s obligation to complete the transfer is triggered. The statute sets forth the mechanics of the completion of the transfer of legal title via the execution of a fee simple deed from the collector to the certificate holder.

Under the statute, the “clerk of the court in which the suit is instituted shall issue a certified copy of the judgment of the court to the collector and supervisor and the collector is not obligated to execute the deed provided for in this section until that certified copy of the judgment is delivered to the collector.” TP § 14-847(c). Upon receipt of the balance of the purchase price, together with all post-sale interest and penalties that have accrued on the property (TP § 14-847(a)), the preparation of the deed by the certificate holder (TP § 14-847(b)), and the delivery by the clerk of the court of the certified copy of the judgment to the collector and supervisor (TP § 14-847(c)), the collector is required to execute the deed “to the holder of the certificate of sale in fee simple” as directed by the court in the final judgment (TP § 14-847(a)), and the supervisor is required to enroll the holder of the certificate of the sale “in fee simple . . . as the owner of the property.” TP § 14-847(a); see also TP § 14-818(a)(3) (“[o]n receiving the balance [of the purchase price] and after accrued taxes and interest and penalties on the taxes, the collector shall execute and deliver a proper deed to the purchaser[]”); see also Hardisty v. Kay, 268 Md 202, 213 (1973) (observing that “upon proof of satisfaction of [the] judgment and payment of any 25 subsequent taxes, interest and penalties owed, the collector is required to execute a proper deed when one is presented by the certificate holder[]”) (emphasis added). Once a deed is executed, the purchaser—who is now the new legal title owner—is entitled to possession of the property. See TP § 14-850 (“[a]ny person who acquires a deed to property under this subtitle is entitled to issuance of a writ for possession of the property under the Maryland Rules as if the person had obtained a judgment awarding possession of the property[]”) (emphasis added).14 Remedies Where Certificate Holder Does Not Follow Through on the Post- Judgment Statutory Obligations Before we examine the parties’ competing statutory interpretations of the tax sale statute in this case, it is useful to not only consider the statutory provisions that apply when the certificate holder fulfills the obligations that entitle the holder to a fee simple deed, but also the statutory provisions that apply when the certificate holder doesn’t comply.

In other words, what are the statutory remedies available to the tax collector and the property owner when the certificate holder does not follow through with the performance of the post- judgment obligations that would entitle the holder to a conveyance of fee simple title by deed? Such a circumstance is not uncommon—the Court of Special Appeals aptly 14 TP § 14-836(b)(7) sets forth the statutory notice that must be given prior to taking possession. After the “issuance of the judgment foreclosing right of redemption and at least 30 days before taking possession of the property, the plaintiff shall give any tenant of the property written notice of the plaintiff’s intention to obtain possession of the property and that the tenant must vacate the property within 30 days after notice.” TP § 14- 836(b)(7)(i). “During the 30-day period immediately following issuance of the judgment foreclosing the right of redemption, the plaintiff may apply for, process, and obtain, but not execute upon, a writ of possession for the property.” TP § 14-836(b)(7)(ii). 26 described this situation in an opinion involving three separate properties in Baltimore City in which the certificate holders failed to consummate the property transfers after the respective judgments were entered foreclosing the rights to redemption: If the certificate holder does not pay the taxes in full, the property is left in limbo: the prior owner may not sell the property and knows that, as soon as the certificate holder pays the collector, it will no longer have title to the property, however, the certificate holder also does not have full rights to the property because the collector has not issued a deed to the certificate holder. Kona Properties, LLC v. W.D.B. Corp., Inc., 224 Md. App. 517, 531 (2015) (“Kona Properties”) (emphasis added).

In such cases, if the certificate holder does not pay the balance of the purchase price and the post-sale taxes, interests and penalties, the statute prohibits the certificate holder from obtaining legal title by deed. See TP § 14-818(a)(2).15 In addition, where the certificate holder does not comply with the terms of the final judgment within 90 days by paying the amounts required for the execution and delivery of the deed, the statute permits the judgment to be stricken on motion of an interested party for good cause shown. TP § 14-847(d).16 The collector and the owner each have the right 15 TP § 14-818(a)(2) provides: After the final decree has been passed foreclosing the right of redemption in any property, the collector may not execute or deliver a deed to any purchaser other than the governing body of a county until the balance of the purchase price has been paid in full, together with all taxes and interest and penalties on the taxes accruing after the date of sale. 16 Specifically, TP § 14-847(d)(1) provides: If the holder of the certificate of sale does not comply with the terms of the final judgment of the court within 90 days as to payments to the collector of the balance of the purchase price due on account of the purchase price of the property and of all taxes, interest, and penalties that accrue after the date of 27 to request that the judgment be stricken if the certificate holder fails to pay. See Hardisty v. Kay, 268 Md. at 211 (agreeing that the “interested party” mentioned in the predecessor statute, Article 81, § 115, “refers to the owner of the land at the time of the sale or anyone claiming rights through him[]”); Slattery v. Friedman, 99 Md. App. 106, 122 (1994); cert. denied, 335 Md. 81 (1994) (observing that TP § 14-847(b) permits the collector “to have a judgment set aside if payment is not made as required[]”).

As the Court of Special Appeals observed in Friedman, TP § 14-847(d) provides a distinct method “for the owners of the property to have the judgment foreclosing their right of redemption reopened.” 99 Md. App. at 122 . The court further explained that “during the time that the holder of the certificate has not complied with [TP] § 14-847(d), that is, between 90 days after the judgment of foreclosure was entered and payment of the balance due, the owner may petition the court under [TP] § 14-847(d) to reopen the judgment, so long as the balance remains unpaid.” Id. at 123. After the purchase price is paid, the judgment may only be reopened on the ground of fraud or lack of jurisdiction. Id.; TP § 14-845.17 sale, that judgment may be stricken by the court on the motion of an interested party for good cause shown.

This section was initially enacted in 1972 and was previously codified as §115 in Article 81 of the Maryland Code. See 1972 Md. Laws 1766 , 1766–67 (Ch. 691); see also Hardisty v. Kay, 268 Md. 202, 210 (1973). 17 TP § 14-845(a) provides that: A court in the State may not reopen a judgment rendered in a tax sale foreclosure proceeding except on the ground of lack of jurisdiction or fraud in the conduct of the proceedings to foreclose; however, no reopening of any judgment on the ground of constructive fraud in the conduct of the proceedings to foreclose shall be entertained by any court unless an 28 In addition to the statutory provision which permits the judgment to be stricken, the owner and tax collector each have additional remedies against a certificate holder for non- compliance with post-judgment statutory obligations. The owner may file suit against the certificate holder to compel the payment of the bid surplus that was to be paid to the owner upon the entry of judgment. See Hardisty v. Kay, 268 Md. 202 (1973).18 The government entity that is owed the taxes may sue the certificate holder in an action under TP § 14-864 to collect all taxes due and payable within 7 years from the date that the taxes were due. 19 application to reopen a judgment rendered is filed within 1 year from the date of the judgment.

In Slattery v. Friedman, 99 Md. App. 106, 123 (1994), cert. denied, 335 Md. 81 (1994), the Court of Special Appeals held that TP §§ 14-845 and 14-847(d) “must be read in conjunction with one another.” Accordingly, “during the time that the holder of the certificate has not complied with [TP] § 14-847(d), that is, between 90 days after the judgment of foreclosure was entered and payment of the balance due, the owner may petition the court under [TP] § 14-847(d) to reopen the judgment, so long as the balance due remains unpaid.” Id. However, “[a]fter payment of the balance due, . . . the judgment may be reopened only pursuant to [TP] § 14-845, i.e., on the grounds of fraud or lack of jurisdiction, regardless of whether the payment was made after the petition was filed.” Id. (footnote omitted). 18 Where the certificate holder’s bid price at the tax sale exceeds the “amount required for the payment of taxes, interest, penalties and costs of [the] sale[,]” the collector is required to pay the surplus bid price to “the person entitled to the balance[,]” TP § 14- 818(a)(4), which of course, in many instances, is the title owner. See Hardisty, 268 Md. at 206 (in which the owners filed a petition in the foreclosure case to compel payment of the purchase price after the tax sale purchaser did not follow through with paying the balance owed and obtaining title to the property by deed after the foreclosure judgment was entered). 19 TP 14-844(d)(1) states: Once a judgment is granted, the plaintiff becomes immediately liable for the payment of all taxes due and payable after the judgment.

The plaintiff may be sued in an action under § 14-864 of this subtitle to collect all taxes due 29 And the taxing authority may subject the property to a second tax sale for the delinquent taxes that accrued but remain unpaid after the first sale. See Prince George’s Homes, Inc. v. Cahn, 283 Md. 76 , 79–80 (1978); Kona Properties, 244 Md. App. at 531. Notably absent from the remedies available to the legal title owner or the tax collector where the certificate holder fails to follow through on the holder’s post-judgment obligations is any statutory provision that compels specific performance of the obligations thereby entitling the certificate holder to a conveyance of legal title by deed. In other words, if the certificate holder fails to comply with the post-judgment obligations, fee simple title is never transferred by deed.

C. Fee Simple Title to a Property Sold at Tax Sale Is Conveyed by a Deed from the Collector In considering the parties’ competing interpretations of the tax sale statute, we apply the following principles of statutory interpretation. “The cardinal rule of statutory interpretation is to ascertain and effectuate the real and actual intent of the Legislature.” Lockshin v. Semsker, 412 Md. 257, 274 (2010). “We begin with an examination of the text of a statute within the context of the statutory scheme to which it belongs.” Nationstar and payable after the judgment and it is not a defense that a deed to the property has not been recorded. TP § 14-864 provides: On or before 7 years from the date the tax is due, the State, a county, or a municipal corporation may initiate an action in a court of appropriate jurisdiction to collect any tax imposed under this article and within the time frame provided by law. If a person owes State and county or municipal corporation taxes to the same collector, the action may combine the claims of the State, county, and municipal corporation. 30 Mortgage LLC v. Kemp, 476 Md. 149, 169 (2021). “We neither add nor delete language so as to reflect an intent not evidenced in the plain and unambiguous language of the statute, and we do not construe a statute with forced or subtle interpretations that limit or extend its application.” Lockshin, 412 Md. at 275 (internal quotation marks and citations omitted). Rather, we construe the statute “as a whole so that no word, clause, sentence, or phrase is rendered surplusage, superfluous, meaningless or nugatory.” Koste v. Town of Oxford, 431 Md. 14 , 25–26 (2013) (internal quotation marks and citations omitted).

We “do not read statutory language in a vacuum, nor do we confine strictly our interpretation of a statute’s plain language to the isolated section alone.” Lockshin, 412 Md. at 275 . In other words, “[r]eview of the text does not merely entail putting the words under the microscope by themselves with a dictionary at hand, because words that appear clear and unambiguous when viewed in isolation may become ambiguous when read as part of a larger statutory scheme.” Kemp, 476 Md. at 169 (internal quotation marks and citations omitted); Johnson v. State, 360 Md. 250, 265 (2000) (the Court must analyze the statute “in its entirety, rather than independently construing its subparts[]”). “We presume that the Legislature intends its enactments to operate together as a consistent and harmonious body of law, and, thus, we seek to reconcile and harmonize the parts of a statute, to the extent possible consistent with the statute’s object and scope.” Lockshin, 412 Md. at 276 . “We also review the legislative history of the statute to confirm conclusions drawn from the text or to resolve ambiguities. In addition, we examine prior case law construing the statute in question.” Kemp, 476 Md. at 170 . “Finally, we check our interpretation against the consequences of alternative readings of the text.” Bell v. Chance, 460 Md. 28, 53 (2018). Doing so ensures 31 that we adopt an interpretation that avoids a construction that is “illogical, unreasonable, or inconsistent with common sense.” Reier v. State Dept of Assessments and Taxation, 397 Md. 2, 33 (2007) (internal quotation marks and citations omitted).

Indeed, “it has been called a golden rule of statutory interpretation that, when one of several possible interpretations produces an unreasonable result, that is a reason for rejecting that interpretation in favor of another which would produce a reasonable result.” Id. (internal quotation marks and citations omitted); see also Kemp, 476 Md. at 170 (explaining that “it is important to consider the consequences of alternative interpretations of the statute, in order to avoid constructions that are illogical or nonsensical, or that render a statute meaningless.”) (internal quotations and citations omitted). With these canons of statutory interpretation in mind, we first turn to the City’s interpretation. The City’s Isolated Interpretation of TP § 14-844(b) Ignores the Plain Language of TP § 14-847(a) Requiring the Collector to Execute a Deed Conveying Fee Simple Title, and is Inconsistent with the Definition of Fee Simple Title and Marketable Title Starting with the statutory text, when one reads the plain language of TP § 14-844(b) in isolation and on the surface, the City’s interpretation—that the judgment itself vests fee simple title in the certificate holder—sounds plausible.

Specifically, the plain language of that subsection provides that: If the court finds for the plaintiff, the judgment vests in the plaintiff an absolute and indefeasible title in fee simple in the property, free and clear of all alienations and descents of the property occurring before the date of judgment and encumbrances on the property, except taxes that accrue after the date of sale and easements of record and any other easement that may be observed by an inspection of the property to which the property is subject. 32 TP § 14-844(b). However, when one retracts the lens of the microscope and reads the language not in a vacuum, but within the larger statutory scheme, taking into account the statute’s object and scope, as well as the legislative history and the legislative directive that we construe the statute consistent with the public policy of providing marketable title to property that is sold at a tax sale, applying common law definitions to terms used in statute and in a manner consistent with our case law related to tax sales, the City’s interpretation falls short and leads to an illogical or nonsensical interpretation. The City’s isolated reading of TP § 14-844(b)—whereby the judgment itself vests fee simple title to real property—ignores the plain language set forth in TP § 18-847(a) that the circuit court’s judgment also “direct[s] the collector to execute a deed to the holder of the certificate of sale in fee simple” upon the payment of the balance of the purchase price and post-judgment taxes, interest, and penalties. (Emphasis added).

Reading TP § 14- 844(b) together with TP § 14-847(a)—both of which pertain to a circuit court’s judgment foreclosing the right of redemption—it is clear the Legislature expressly provides for the conveyance of fee simple title by a deed from the collector upon the payment of the surplus bid price, post-sale taxes, interest, and penalties, and upon the presentation of a certified copy of the judgment. If the City’s interpretation were correct—that the judgment itself conveys fee simple title—there would be no reason for the Legislature to require that the judgment also direct the conveyance of fee simple title by deed from the collector to the certificate holder. In other words, if we construe the statute to say that the judgment itself vests fee simple title in the certificate holder, such an interpretation renders the statutory requirement that a deed be issued conveying fee simple title as meaningless, superfluous 33 or nugatory. “Our canons of statutory interpretation forbid us to construe a statute so that a word, clause, sentence or phrase is rendered surplusage, superfluous, meaningless, or nugatory.” Reier v. State Dept. of Assessments and Taxation, 397 Md. 2, 28 (2007) (cleaned up). The City’s interpretation is also untenable because it is inconsistent with the common law definition of “fee simple title.” Our explanation is perhaps best understood if one considers the City’s interpretation as if viewing it through a still-frame photograph that freezes the judicial proceeding at a point in time immediately after the entry of the judgment foreclosing the right of redemption but prior to the execution of a deed.

As discussed in part II.A., supra, fee simple title is the broadest property interest allowed by law. The owner of fee simple title holds “absolute and exclusive control and dominion over the property.” Arnd, 162 Md. at 324 . If, as the City asserts, the judgment itself conveys fee simple title by operation of law—instead of the tax deed—such an interpretation would mean that the certificate holder acquires legal title to property even if the certificate holder has not paid the balance of the purchase price, post-sale taxes, penalties and interest, and at a time when the judgment can be stricken by the record title owner or the tax collector if payment is not made within 90 days of the date of the entry of the judgment.20 Such an interpretation is antithetical with our common law definition of 20 Like the City, the Dissent chooses to read TP § 14-844(b) in isolation—with no discussion whatsoever of the statutory provisions that: (1) require that the judgment expressly direct the collector to execute a deed conveying fee simple title (TP § 14-847(a)) only upon the certificate holder’s satisfaction of the post-judgment statutory obligations (TP § 14-818(a)(2)); and (2) permit the record owner to request that judgment can be stricken if the certificate holder does not comply with the terms of the judgment, which 34 fee simple ownership. Interpreting the statute in such a manner leads to an absurd result.

We have stated that “absurd results in the interpretive analysis of a statute are to be shunned.” Mayor & Council of Rockville v. Rylyns Enterprises, Inc., 372 Md. 514, 550 (2002). The City’s interpretation is also inconsistent with the Legislature’s directive that the tax sale statute provisions “shall be construed” to ensure a balance between the due process and redemption rights of the owner and “the public policy of providing marketable title to property that is sold at a tax sale.” TP § 14-832(1) and (2). As we previously explained, “marketable title” is “a title without encumbrances and free from any reasonable doubt as to any question of law or fact that may call it in question in the future and subject the purchase to the hazard of litigation.” Garner, 185 Md. at 389 . In the context of equitable title arising from a purchase contract of sale, we have stated that “equitable title is not marketable, for in reality, it is not a title at all, but merely a right to the legal title.” Id. at would in turn, permit the owner’s right of redemption to be reopened, see TP § 14-847(d); Slattery, 99 Md. App. at 122 (observing that TP § 14-847(d) provides a distinct method for “the owners of the property to have the judgment foreclosing their right of redemption reopened.”).

Moreover, the Dissent’s opinion is devoid of any discussion of the definition of “fee simple title,” the very label that the Dissent seeks to affix to the judgment—a definition that is not defined by statute, but by common law dating back to William Blackstone. See part II.A. of this opinion and note 5 herein. A certificate holder who has the right to obtain a fee simple title by a deed if and only if the certificate holder complies with the statutory post-judgment obligation—a right that may be stricken for non- performance—is directly at odds with the common law definition of fee simple title. It is not a title in which the certificate holder has absolute and exclusive dominion and control over the property and is not subject to any conditions or limitations.

Indeed, we are not aware of any circumstances under Maryland law where “fee simple title” can be “stricken” for failure to comply with post-judgment conditions, and for good reason—such a concept would be at odds with the very definition of fee simple title. 35 390 (emphasis added). No reasonable third-party purchaser would buy a property from a certificate holder based solely upon the circuit court’s entry of a judgment and without a deed from the collector conveying fee simple title to the certificate holder. Again, if one considers the proceeding during the period immediately after the entry of judgment, if a certificate holder does not fulfill his or her statutory obligations within 90 days, the judgment may be reopened and stricken by the record title owner or tax collector. Indeed, the face of the judgment evidences the certificate holder’s inchoate interest vis-à-vis legal title to the property.

Without a deed, the legislative directive required to be included in the judgment under TP § 14-847(a)—that the collector “execute a deed to the holder of the certificate in fee simple”—has not been satisfied. The Correct Statutory Interpretation—The Judgment Creates Equitable Title; the Deed Conveys Legal Title We contrast the City’s interpretation against an alternative interpretation—that the certificate holder acquires equitable title upon the entry of the judgment—that is, the right to acquire legal title, upon the performance by the certificate holder of the holder’s post- judgment statutory obligations and the collector’s conveyance of fee simple title by deed. When one reads all the applicable provisions of the statute in a comprehensive and harmonious fashion, and against the statute’s purpose and scope, and within the context of the definitions supplied by common law, it leads to a clear reading of the statute that results in the conveyance of fee simple title by the execution of a deed from the collector to the certificate holder upon the holder satisfying all the statutory requirements. 36 First, we start with TP § 14-834, which confers equitable jurisdiction on the circuit court to “give complete relief” with respect to properties within the circuit that are subject to a tax sale, including the authority “to order an absolute and indefeasible estate in fee simple [] to be vested in the holder of the certificate of sale.” TP § 14-834 (emphasis added). Notably, the statutory provision establishing the circuit court’s jurisdiction in tax sale proceedings does not say that the court itself vests fee simple title, but rather, gives the court the authority to order it.

When one reads the statutory provisions that pertain to the circuit court’s order or judgment together, the statute requires that the judgment contain language that: (1) “foreclose[s] the right of redemption[,]” which is “final and conclusive” on all defendants, including their heirs, devisees, personal representatives, and successors in right, title or interest (TP § 14-844(a)); (2) “vests in the plaintiff an absolute and indefeasible title in fee simple in the property, free and clear of all alienations and descents of the property occurring before the date of the judgment” (TP § 14-844(b)); (3) directs the “collector to execute a deed to the holder of the certificate of sale in fee simple . . . on payment to the collector of the balance of the purchase price, due on account of the purchase price, together with all [post-sale] taxes and interest and penalties” (TP § 14-847(a)); and (4) “direct[s] the supervisor to enroll the holder of the certificate of sale in fee simple . . . as the owner of the property” (Id.). The language in the judgment required under (1) and (2) above are necessary to confer authority upon the collector to undertake the requirement in (3)—the execution of a deed conveying fee simple title. Stated another way, upon receipt of the certified copy of 37 the judgment containing the statutory language required by TP §14-844(a) and (b), the collector has assurance that the circuit court has determined, through the entry of a final judgment, that the certificate holder has satisfied the statutory requirements pertaining to the due process and redemption rights of persons who own or have an interest in the property sold at a tax sale. Reading TP § 14-844(a) and (b) together with TP § 14-847(a), not only does the judgment provide the collector with the authority to execute a deed conveying fee simple title, but the collector is directed to do so upon the payment of the purchase price, and post- sale taxes, interest and penalties.

Upon the certificate holder’s performance of these post- judgment conditions, the collector is required to convey fee simple title by deed. TP §§ 14-818(a)(3), 14-847(a).21 Once the deed is conveyed, the tax sale purchaser has full legal 21 Curiously, the Dissent attempts to distinguish the 1880’s laws—which required the tax collector to convey fee simple title by deed—with the modern iteration of the tax sale provisions beginning in the 1940’s to suggest that the General Assembly removed the requirement that fee simple title be transferred by deed. Dissent Slip Op. at 2–3. Referencing 1943 Md. Laws 1354 , the Dissent states that “[i]f the General Assembly had intended to require that a deed be executed by a tax collector to vest fee simple title in a tax sale buyer, the General Assembly would have done so.” Dissent Slip Op. at 3–4.

As reflected by our discussion of the legislative history in note 12, we agree with the Dissent that, dating back to the 1872 Act—the point at which the Legislature required judicial ratification of tax sales—the tax sale laws have consistently required the conveyance of property that has been sold at tax sale by a deed. Respectfully, the Dissent is simply wrong that the General Assembly’s modern enactments of the tax sale statutes eliminated the requirement from the earlier tax sale statutes that fee simple title be conveyed from the tax collector by deed. As we pointed out in note 12, since 1943, the statutory requirement that the judgment “direct the Collector to prepare and execute a deed to the holder of the certificate of sale, in fee simple” upon the payment of the balance of the purchase price, taxes, interest and penalties, has remained unchanged. Article 81, § 90O (1943).

In addition to ignoring the legislative history that reflects that prior versions of the statute have consistently required the conveyance of fee simple title by deed, the Dissent fails to discuss or even mention the current statutory requirement that “the judgment of the court 38 title in fee simple. All conditions in the judgment have been satisfied, the judgment may not be opened and stricken for good cause under TP § 14-847(d), and the foreclosure proceeding is concluded. This interpretation is consistent with the Legislature’s express instruction that we construe the statute to ensure a balance between the due process and redemption rights of the property owner and interested persons and the public policy of providing marketable title to properties sold at tax sales. See TP § 14-832.

It is also consistent with the common law definitions of “fee simple” title and “marketable title.” Specifically, fee simple, marketable title to the property has been conclusively conveyed from the collector to the purchaser by deed, which clothes the purchaser with title clear of any limitations or restrictions, and “free from encumbrances and any reasonable doubt as to its validity[.]” Sinclair, 204 Md. at 334 . As we describe below, this interpretation is also consistent with: our tax sale case law establishing the principle that the delivery of the tax sale deed creates a new title granted by the sovereign authority; Maryland’s general title conveyance law; and our holdings in the context of mortgage foreclosure law describing the progression of a mortgagee’s rights in a foreclosure proceeding. Our Case Law Describing the New Tax Title that Arises from a Tax Deed As described in note 12, since the enactment of the very early tax sale statutes and continuing to the present tax sale statute, the Legislature has consistently required the shall direct the collector to execute a deed to the holder of the certificate of sale in fee simple” upon “payment to the collector of the balance of the purchase price of the property, together with all taxes and interest and penalties on the property that accrue after the date of sale.” TP § 14-847(a) (emphasis added). 39 conveyance of legal title by tax deed from the collector to the purchaser. Our case law has similarly described the new title to property that emerges from a tax sale upon the delivery of a tax deed.

For more than a century, we have recognized that the issuance of a tax deed to a grantee after a tax sale and a proceeding to foreclose the property owner’s right of redemption creates a new and complete title in land, under an independent grant from the sovereign taxing authority. In McMahon v. Crean, we embraced the United States Supreme Court’s articulation of the notion that a tax deed clothes the purchaser with a new title: If the tax deed is valid, then from the time of its delivery it clothes the purchaser, not merely with the title of the person who had been assessed for the taxes and had neglected to pay them, but with a new and complete title in the land, under an independent grant from the sovereign authority, which bars and extinguishes all prior titles and incumbrances of private persons, and all equities arising out of them. 109 Md. 652, 652 (1909) (quoting Hefner v. Northwestern Ins. Co., 123 U.S. 747, 751 (1887)) (emphasis added). We have restated this principle over the years in our discussion of tax sale deeds and titles arising therefrom.

See Wagner v. Goodrich, 148 Md. 318, 323 (1925) (observing that title “derived from [a] ratified tax sale” is “a title which includes, not merely the interest of the persons to whom the property had been assessed for the taxes on account of which it was sold, but as the sale appears to have been valid, the grantee in the tax deed became invested with ‘a new and