Polek v. J.P. Morgan Chase Bank, N.A.

HARRELL, J. Appellants, Michael T. and Linda Polek, Richard S. and Concetta Dinnis, John W. and Denise Kinsey, Jr., Frank J. Schultz, Jr., and Elizabeth and Alric Moore, appeal dismissals of their respective cases in the Circuit Courts for Baltimore City (the Polek, Dinnis, Kinsey, and Moore cases) and Anne Arundel County (the Schultz case). The claims in these cases are largely identical (except as noted) in that they share similar allegations of violations of the Maryland Secondary Mortgage Loan Law (“SMLL”), the Maryland Consumer Protection Act (“CPA”), 1 and common law breach of contract. Two sets of Appellants, the Poleks and the Kinseys, argue that Maryland Code (1957, 2005 Repl.Vol.) Commercial Law Article, § 12-405, 2 , 3 allows only a single loan origination fee, rather ³⁴⁰ than the multiple identified individual fees the borrowers were charged at their respective secondary mortgage loan closings. All Appellants maintain also that they were not provided at closing a mandatory disclosure form required assertedly by § 12-407.1. 4 Three sets of Appellants (the Dinnises, Schultz, and the Moores), who did not retain copies of their loan or closing documents, alleged breach of contract, violation of the CPA, and a claim in accounting when their respective Appellee mortgage companies (assignees of the original lenders) refused to provide them, well after their loans had been paid in full, with copies of the documents.

Appellants’ basis for the SMLL, CPA, and breach of contract claims is assignee liability ³⁴¹ and an extended statute of limitations under the SMLL. 5 We conclude that the SMLL does not restrict a lender to a single loan origination fee, as long as the aggregate fees charged and collected do not exceed the statutory maximum. We conclude further that Appellees were not required by the SMLL to provide borrowers — who admit that they did not intend, at the time of closing on their loans, to use the proceeds of then-secondary mortgage loans for commercial purposes — a disclosure form designed expressly to advise commercial borrowers only under the SMLL. Concluding finally that certain Appellants (the Dinnises, Schultz, and the Moores) failed to support sufficiently their allegations of breach of contract, CPA violations, and claims in accounting with specific facts, we affirm the dismissal of these claims for failure to state a claim upon which relief may be granted. As we do not find violations of the SMLL, CPA, or breach of contract, we do not reach Appellants’ assignee derivative liability and statute of limitations questions.

Accordingly, we affirm the dismissals of each of the cases by the Circuit Courts for Baltimore City and Anne Arundel County, respectively. I. Factual and Procedural Background Polek v. J.P. Morgan Chase Bank, N.A. On 24 May 2009, Michael T. Polek Jr. and his wife, Linda L. Polek (“the Poleks”), obtained a secondary mortgage loan, secured by their primary residence, from Baltimore American Mortgage Corporation (“BAMC”). The principal amount of the loan was $40,000.00, with an interest rate of 12.125 percent. The scheduled last payment on the loan would have been due on 28 May 2014.

On the day the loan closed, BAMC assigned the indebtedness and deed of trust to Banc One Financial Services, Inc. (“Banc One”), which later assigned the loan to Household Finance Corporation, III (“Household Finance”). J.P. Morgan Chase Bank, N.A. (“J.P. Morgan ³⁴² Chase”) is the successor to Banc One. The mandatory settlement sheet, HUD-1 form, provided to the Poleks at their closing reflected no charge for the line item “origination fee,” but rather itemized a number of other fees. 6 On 24 March 2010, the Poleks filed, in the Circuit Court for Baltimore City, a complaint against BAMC, J.P. Morgan Chase, and Banc One for violations of the SMLL in connection with the 2009 loan.

The amended complaint (which added Household Finance as a defendant as the purported current holder of the Poleks’ note) alleged that, at closing, the Poleks were charged fees in excess of the statutory maximum in § 12-405 and they were not provided a mandatory disclosure form required in § 12-407.1. The Poleks alleged that Banc One and Household Finance were not holders-in-due-course and, therefore, were subject to the claims asserted against BAMC. The amended complaint stated further that Banc One and Household Finance violated knowingly the SMLL, thereby entitling the Poleks to treble damages. The Poleks alleged that the HUD-1 form, received presumedly by the assignees in the course of the assignment, provided sufficient information to put on notice Banc One and Household Finance that the secondary mortgage loan was made in violation of the SMLL.

J.P. Morgan Chase, Banc One, and Household Finance filed a motion to dismiss the amended complaint. Judge Evelyn Omega Cannon presided over a hearing on the motion to dismiss and, agreeing with the reasoning in a then recently decided United States District Court case, Hafford v. Equity One, Inc., 2008 WL 906015 , 2008 U.S. Dist. LEXIS 31964 (D.Md.2008), concluded that the lenders had not violated the ³⁴³ SMLL in any respect. The Circuit Court refused to “construe Section 12-405 in a manner that would unreasonably and illogically require defendants to lump together all of those fees, denote those fees as a single loan origination fee, and to rob borrowers of the protection of being [informed] of the exact costs involved.” Judge Cannon concluded also that the “missing” disclosure form, on its face, was required for commercial loans only; therefore, defendants had not violated § 12-407.1.

The court granted the motion to dismiss, concluding that defendants were not subject to assignee liability under the SMLL, Md.Code (1957, 2002 Repl.Vol.) Com. Law Art., § 3-306, 7 or Maryland common law. The Poleks filed timely an appeal to the Court of Special Appeals. We issued a writ of certiorari, Polek v. J.P. Morgan Chase Bank, N.A., 420 Md. 81 , 21 A.3d 1063 (2011), before the intermediate appellate court decided the appeal.

Dinnis v. J.P. Morgan Chase, N.A. On 22 September 1997, Richard S. and Concetta Dinnis (“the Dinnises”) received a secondary mortgage loan, secured by their residence, from BAMC. The principal of the loan was $43,000.00. The last scheduled payment would have been due on 26 September 2012. At closing, BAMC assigned the note and deed of trust to Banc One.

J.P. Morgan Chase succeeded Banc One. The Dinnises paid off the loan early and, on 21 May 2008, Banc One recorded properly a certificate of satisfaction. On 9 August 2010, the Dinnises filed in the Circuit Court for Baltimore City a complaint against J.P. Morgan Chase and BAMC. The Dinnises did not have a copy of the note or any other documents relating to the closing on their secondary mortgage loan.

Thus, before the complaint was filed, they requested a copy of the mortgage loan documents from J.P. ³⁴⁴ Morgan Chase, which refused the request. The Dinnises asserted in their complaint nonetheless that J.P. Morgan Chase was liable as an assignee of BAMC, under Com. Law Art., § 3-306, for breach of contract, and violations of the SMLL and the CPA, similar to the Poleks’ suit. The complaint based the breach of contract claim on an alleged breach of the implied covenant of good faith and fair dealing when J.P. Morgan Chase refused to provide copies of the requested documents from the Dinnises’ closing with BAMC.

The CPA claim arising from the refusal to supply copies of the 1997 closing documentation was based on an alleged “pattern of deceptive conduct and concealment aimed at preventing the [Dinnises] from discovering whether possible causes of action exist that relate” to their secondary mortgage loan. The SMLL action was based “upon information and belief’ that the Dinnises had been charged excessive fees at the loan closing 8 and were not given the § 12-407.1 mandatory disclosure form. The Dinnises charged that J.P. Morgan Chase was not a holder-in-due-course on the note and therefore was liable directly and derivatively for the claims asserted against BAMC. The complaint requested treble damages for J.P. Morgan Chase’s knowing violation of the SMLL based on the information contained in the HUD-1 form assumedly passed on to J.P. Morgan Chase and/or Banc One.

On 10 November 2010, defendants filed a motion to dismiss. A hearing was set for 31 January 2011. For the purposes of the hearing, the Dinnises’ case was consolidated with the Kinseys’ case, discussed infra. Judge Cannon presided over the hearing and dismissed the eases on the same grounds as in Polek , discussed swpm.

At the conclusion of the hearing, the judge noted also that she was “not convinced” that a cause of action existed for J.P. Morgan Chase’s assignee liability and failure to produce loan document claims. The Dinnises filed timely an appeal to the Court of Special Appeals, but we ³⁴⁵ issued a writ of certiorari, Dinnis v. J.P. Morgan Chase Bank, N.A., 420 Md. 81 , 21 A.3d 1063 (2011), before the intermediate appellate court decided the appeal. Kinsey v. J.P. Morgan Chase, N.A. On 16 May 2000, John W. and Denise Kinsey (“the Kinseys”) closed on a secondary mortgage loan, secured by their residence, from BAMC. The principal of the loan was $30,000.00.

At closing, the note and deed of trust were assigned to Banc One. J.P. Morgan Chase is the successor to Banc One. The last scheduled payment under the loan would have been due 22 May 2020. The Kinseys repaid the loan early and, on 1 April 2004, Banc One recorded a certificate of satisfaction.

The HUD-1 form provided to the Kinseys at their closing did not have any charge for the line item “origination fee,” but rather a number of individual, itemized fees were charged and collected. 9 On 9 August 2010, the Kinseys filed, in the Circuit Court for Baltimore City, a complaint against BAMC and J.P. Morgan Chase alleging violations of the SMLL. The Kinseys alleged that, at the loan closing, they were charged excessive fees (because no single origination fee was charged, but instead multiple other fees were charged) and were not provided the § 12-407.1 mandatory disclosure. An amended complaint asserted that J.P. Morgan Chase was not a holder-in-due-course and, therefore, was liable directly and derivatively for all the claims against BAMC. The Kinseys requested treble damages for knowing violations of the SMLL based on information contained in the HUD-1 form, allegedly received by J.P. Morgan Chase through assignment of the loan.

Defendants filed a motion to dismiss on 19 November 2010. A hearing, combined with the Dinnis case as noted, occurred ³⁴⁶ before Judge Cannon on 31 January 2011. As discussed supra, the motion to dismiss was granted for the same reasons explicated by Judge Cannon in the Polek case. The Kinseys filed timely an appeal to the Court of Special Appeals, but we issued a writ of certiorari, Kinsey v. J.P. Morgan Chase Bank, N.A., 420 Md. 81 , 21 A.3d 1063 (2011), before the intermediate appellate court decided the appeal.

Schultz v. Citimortgage, Inc. On 11 June 1999, Frank J. Schultz, Jr. and his wife (since deceased and no longer a party to this action) closed on a secondary mortgage loan, secured by their residence, with California Lending Group. The principal amount of the loan was $21,775.00 and the last scheduled payment on the loan would have been due on 1 July 2014. At or around the time of closing, the note and deed of trust were assigned to Home Equity Services, Inc. Through mergers and name changes, Home Equity Services, Inc. became the defendant Citimortgage, Inc. (“Citimortgage”). Schultz paid-off the loan early and a certificate of satisfaction of the indebtedness was recorded on 10 January 2001.

On 4 November 2010, Schultz filed, in the Circuit Court for Anne Arundel County, a complaint against Citimortgage for alleged violations of the SMLL. At the time the complaint was filed, Schultz did not possess copies of the note or other documents relating to the secondary mortgage loan or the closing from 1999. Prior to filing the suit, Schultz requested copies of the documents from Citimortage, which denied the request. The complaint alleged Citimortgage was subject to all claims against the original lender, California Lending Group, through assignee liability under Com.

Law Art., § 3-306. Schultz alleged further that Citimortgage was not a holder-in-due-course because it had notice of the alleged SMLL violations based on information in the HUD-1 form from the 1999 closing, received ostensibly through the assignment of the loan. Schultz complained of the same violations of breach of contract, the CPA, and the SMLL as described in Dinnis , discussed supra. 10 ³⁴⁷ Citimortgage filed a motion to dismiss the complaint, which was granted by Judge Philip Caroom in a 20 January 2011 order. Judge Caroom concluded that the complaint was comprised of “general, conclusory allegations as to violations of statute ‘on information and belief,’ ” and that the allegations failed to state a claim upon which relief may be granted, according to the Maryland pleading requirements explicated in Md. Rule 2-322(b), and explained in A.J. Decoster Co. v. Westinghouse Electric Corp., 333 Md. 245 , 634 A.2d 1330 (1994).

The Circuit Court concluded further that there is “no statutory or common law right to disclosure of records on a closed account when a) it is not alleged that such information was not provided initially to the Plaintiff and b) there could be no retroactive ‘reliance’ for deceit or consumer protection purposes for failure to disclose.” Schultz filed timely an appeal to the Court of Special Appeals, but we issued a writ of certiorari, Schultz v. Citimortgage, Inc., 424 Md. 54 , 33 A.3d 981 (2011), before the intermediate appellate court decided the appeal. Moore v. Residential Funding Co. On 8 November 1996, Elizabeth and Alric Moore (“the Moores”) closed on a secondary mortgage loan, secured by their primary residence, with BAMC. The principal amount of the loan was $54,500.00. The last scheduled payment under the loan would have been due on 14 December 2021.

At the closing, the note and deed of trust were assigned to Master Financial. Master Financial filed later for bankruptcy protection and the loan was assigned to The Chase Manhattan Bank as Indenture Trustee, Residential Funding Corporation (“Residential”), Attorney in Fact. J.P. Morgan Chase is the successor to The Chase Manhattan Bank. On 1 December 2004, a certificate of satisfaction as to the indebtedness was recorded because the Moores paid-off the loan early. ³⁴⁸ On 11 May 2010, the Moores filed, in the Circuit Court for Baltimore City, a complaint against BAMC, Residential, and J.P. Morgan Chase for breach of contract and violations of the CPA and SMLL.

Like the Dinnises and Mr. Schultz, the Moores did not retain copies of the documents from their closing, so they requested copies from Residential and J.P. Morgan Chase, which denied the request; therefore, when the complaint was filed, the Moores were unable to allege relevant facts from personal knowledge about the closing. The complaint alleged, nonetheless, that Residential and J.P. Mortgage Chase were subject to all claims against the original lender, BAMC, through assignee liability under Com. Law Art., § 3-306. The Moores alleged further that Residential and J.P. Morgan Chase were not holders-in-due-course because they had notice of the alleged SMLL violations based on information in the HUD-1 form allegedly received by Residential and J.P. Morgan Chase through the assignments.

The Moores asserted similar violations of breach of contract, the CPA, and the SMLL as described in Dinnis , discussed supra. 11 On 12 November 2010, defendants filed a motion to dismiss for failure to state a claim upon which relief may be granted, which motion was granted by Judge Cannon. The Moores filed timely an appeal to the Court of Special Appeals, but we issued a writ of certiorari Moore v. Residential Funding Co., 422 Md. 353 , 30 A.3d 193 (2011), before the intermediate appellate court decided the appeal. We granted certiorari in these eases to consider the following collective questions, 12 which we reword slightly: ³⁴⁹ 1) Does § 12-405 of the SMLL limit lender compensation to only a single origination fee, or may a lender collect any number of separately labeled closing fees, costs and charges as long as the total amount of such fees, costs and charges, loan origination and finder’s fees, if any, are less than ten percent of the net proceeds of the loan? (all of the cases) 2) Is the SMLL violated when a lender fails to provide a borrower the disclosure required § 12-407.1?

(all of the cases) 3) Does an assignee’s refusal to provide a borrower with a copy of the secondary mortgage loan file give rise to a cause of action under Maryland law? {Dinnis, Schultz, and Moore) 4) Is an assignee of a secondary mortgage subject to the SMLL claims that could be raised by the borrower against the originating lender by operation of Com. Law Art., § 3-306, which provides that a person taking an instrument, other than a person having the rights of a holder-in-due-course, is subject to a claim of a possessory or property right in the instrument or its proceeds? (all of the cases) 5) Is an assignee of a secondary mortgage subject to the SMLL claims that could be raised by the borrower against the originating lender by operation of Maryland common law? (all of the cases) 6) Does the 12-year statute of limitations apply to SMLL claims brought against assignees of secondary mortgages?

(all of the cases) We hold that: 1) a mortgage lender may itemize the fees it charges that relate to loan origination, so long as the aggregate total of the fees related to loan origination does not exceed the 10% statutory cap in § 12-405; 2) § 12-407.1 requires a disclosure only for borrowers disclosing that they will use the proceeds from the secondary mortgage loan for commercial purposes; and 3) assignees of secondary mortgage loans owe no implied duty to the borrowers to retain any loan closing documentation received, after the debt has been satisfied and the contractual requirements of the contract are ³⁵⁰ discharged. 13 Finding no violations of the SMLL, the CPA, or the common law, we affirm the judgments of the Circuit Courts for Baltimore City and Anne Arundel County.

II

Standards of Review These cases present solely questions of statutory interpretation. We review a trial court’s interpretation of a statute through a non-deferential prism. Breslin v. Powell, 421 Md. 266, 286 , 26 A.3d 878, 891 (2011) (citing Walter v. Gunter, 367 Md. 386, 392 , 788 A.2d 609, 612 (2002) (“[W]here the order involves an interpretation and application of Maryland statutory and case law, our Court must determine whether the lower court’s conclusions are ‘legally correct’ under a [non-deferential] standard of review.”)). Each case was disposed of through the grant of a motion to dismiss.

When considering such dispositions accomplished through this procedural vehicle, we assume the truth of all well-pled facts and allegations in the complaint, as well as reasonable inferences that may be drawn from them, in the light most favorable to the non-moving party. RRC Northeast, LLC v. BAA Md., Inc., 413 Md. 638, 643 , 994 A.2d 430, 434 (2010) (citing Lloyd v. Gen. Motors Corp., 397 Md. 108, 121-22 , 916 A.2d 257, 264-65 (2007); Sprenger v. Pub. Serv.

Comm’n of Md., 400 Md. 1, 21 , 926 A.2d 238, 249-50 (2007); Pendleton v. State, 398 Md. 447, 458-60 , 921 A.2d 196, 203-04 (2007).) Upon appellate review, the grant of a motion to dismiss for failure to state a claim upon which relief may be granted is affirmed only if the allegations and inferences would not provide relief to the plaintiff. RRC Northeast, 413 Md. at 643 , 994 A.2d at 434 . A reviewing court may look only to the facts and allegations contained in the original complaint. Id.

(citing Converge Servs. Grp., LLC v. Curran, 383 Md. 462, 474 , 860 A.2d 871, 879 (2004)). The facts in the complaint ³⁵¹ must be pled with specificity; bald allegations and conclusory statements are not sufficient to support a complaint. RRC Northeast, 413 Md. at 644 , 994 A.2d at 434 (citing Adamson v. Corr.

Med. Servs. Inc., 359 Md. 238, 246 , 753 A.2d 501, 505 (2000)).

III

Discussion A. Alleged Violations of § 12-405 We begin the statutory interpretation process by looking to the plain language of a statute, giving the words their natural and ordinary meaning. Breslin, 421 Md. at 286 , 26 A.3d at 891 (citing State Dep’t of Assessments and Tax’n v. Md.-Nat’l Capital Park & Planning Comm’n, 348 Md. 2, 13 , 702 A.2d 690, 696 (1997)). To determine the plain meaning of language, we consider the statutory scheme in which the particular provision or provisions appear. State v. Pagano, 341 Md. 129, 133 , 669 A.2d 1339, 1341 (1996) (citing Kaczorowksi v. Mayor of Balt., 309 Md. 505, 514 , 525 A.2d 628, 632 (1987)) (“[The meaning of the plain language] is controlled by the context in which it appears.”).

If the language is clear and unambiguous on its face, our inquiry ends. Id. (citing Marriot Emps. Fed. Credit Union v. MVA, 346 Md. 437, 445 , 697 A.2d 455, 458 (1997)).

If the language is ambiguous, we turn to indirect approaches in aid of ascertaining the intent of the Legislature. Breslin, 421 Md. at 287 , 26 A.3d at 891 (citing Lewis v. State, 348 Md. 648, 653 , 705 A.2d 1128, 1131 (1998)) (“[C]ourts will look for other clues — e.g., the construction of the statute, the relation of the statute to other laws in a legislative scheme, the legislative history, and the general purpose and intent of the statute.”). When interpreting an ambiguous statute, we must construe the law in such a way as to avoid illogical or nonsensical conclusions. Whiting-Turner Contracting Co. v. Fitzpatrick, 366 Md. 295, 302 , 783 A.2d 667, 671 (2001) (citing State v. Brantner, 360 Md. 314, 322 , 758 A.2d 84, 88-89 (2000)).

Section 12-405 of the SMLL, at issue here, governs origination fees and states, in relevant part: ³⁵² (a) Origination fee. — (1) A lender may collect a loan origination fee for making a loan under this subtitle only as provided in this section. (2) The aggregate amount of the loan origination fee imposed by a lender under this section when combined with any finder’s fee imposed by a mortgage broker under § 12-804 of this title may not exceed the greater of: (i) $500 or 10 percent of the net proceeds of a commercial loan of $75,000 or less made under this subtitle; or (ii) $250 or 10 percent of the net proceeds of any other loan made under this subtitle. (3) A lender may not collect from the borrower any other commission, finder’s fee, or point for obtaining, procuring, or placing a loan under this subtitle---- Appellants contend that § 12-405 limits lenders to collecting a single loan origination fee; however, they concede that this single fee may be comprised theoretically of distinct costs and charges, so long as there is but one labeled “loan origination fee.” Appellees retort that this reading of § 12-405 is too narrow and that the General Assembly only intended to limit the amount of the aggregate origination fee in relation to the overall amount of the secondary loan, rather than the number of itemized expenses and charges that constitute loan origination fees. 14 Interpretation of this provision of the SMLL is an issue of first impression for this Court; however, similar issues were addressed by the United States District Court for the District of Maryland in two cases. In Miller v. Pac.

Shore Funding, 224 F.Supp.2d 977 (D.Md.2002), two plaintiffs alleged violations of the SMLL and the CPA. 15 The first plaintiff alleged ³⁵³ that, at the closing of his secondary mortgage loan, he was charged excessive or unauthorized fees, rather than a single loan origination fee, in violation of § 12-405 of the SMLL, and he was not provided with the mandatory § 14-701.1 form. Miller, 224 F.Supp.2d at 989 . Despite his attempted reliance on the discovery rule and alleged acts of fraud that led to a failure to discover his injuries, the first plaintiff’s statutory SMLL claims in Miller were dismissed because the complaint was filed after the three-year statute of limitations applied by the court. 16 The first plaintiff alleged also that Pacific Shore Funding violated the CPA by “failing to state the material fact that [his] loan was governed by the SMLL.” Miller, 224 F.Supp.2d at 989 . The court concluded that the lender did not violate the CPA because disclosure that the SMLL governed the loan was not a material fact, but rather a law, and “failure to state a material law is a failure to state a material fad only if the law requires that the law be stated.” Id.

Looking to § 12-407.1, the federal court concluded that the SMLL only requires the disclosure if the loan proceeds were to be used for commercial purposes. Id. The plaintiff did not allege the loan proceeds would be used for a commercial purpose, therefore, “the lender has no obligation to disclose the rights that the borrower is not forfeiting.” Id. The second plaintiffs in Miller (a married couple) alleged that the lender charged them loan origination fees in excess of the 10% cap allowed by the SMLL. 224 F.Supp.2d at 992 .

The “loan origination fee” on their HUD-1 form did not exceed, on its own, the cap, instead, this fee, plus various other fees (including a funding fee, a processing fee, an express mail fee, a signing fee, a sub-escrow fee, a title exam fee, and a flood certification fee), when aggregated, exceeded the cap. 17 Id. ³⁵⁴ The court identified two possible interpretations and applications of the term “loan origination fee.” Miller, 224 F.Supp.2d at 992-93 . The first interpretation was that the lender’s labeling of fees was important and, therefore, the seven additional fees not labeled “loan origination fees,” and not subsumed there, were unauthorized. Id. Alternatively, the court considered that, if the labels were irrelevant largely, the aggregated fees were in excess of the 10% cap.

Miller, 224 F.Supp.2d at 993 . As the dispute was before the court on a motion to dismiss, the court declined to decide between the two interpretations and applications, concluding that, under either, the plaintiffs stated a claim. Id. Most recently, the federal court decided Hafford v. Equity One, Inc., 2008 WL 906015 , at ³-4, 2008 U.S. Dist.

LEXIS 31964 , at ¹³ (D.Md.2008), where several borrower-plaintiffs filed complaints against lender-defendants for violations of § 12-405. A subset of the plaintiffs each were charged a labeled “loan origination fee,” but all plaintiffs were charged a variety, of other itemized fees, such as “tax service fees,” “flood service fees,” and “document preparation.” Hafford, 2008 WL 906015 , at ², 2008 U.S. Dist. LEXIS, at ⁷. The “loan origination fee” and other named fees charged in each of the secondary mortgages, when aggregated, did not exceed the statutory 10% cap.

Hafford, 2008 WL 906015 , at ⁵, 2008 U.S. Dist. LEXIS, at ¹⁷. The court reviewed the legislative history of the relevant amendments to § 12-405 and concluded that “the legislature’s main objective was to establish a statutory cap.” Hafford, 2008 WL 906015 , at ⁷, 2008 U.S. Dist. LEXIS, at ²⁴.

The court looked to online glossaries maintained by the United States Department of Housing and Urban Development (“HUD”) and mortgage lender Fannie Mae and concluded that the term “loan origination fee does not necessarily denote a ³⁵⁵ single fee and instead means fees associated with the cost of originating the loan.” Hafford, 2008 WL 906015 , at ⁷, 2008 U.S. Dist. LEXIS, at ²⁴-25. The court upheld the multiple fees charged by the borrowers, noting also that Maryland lenders are subject also to the Real Estate Settlement Procedure Act (“RESPA”), which requires lenders to “conspicuously and clearly itemize all charges imposed on the borrower.” Hafford, 2008 WL 906015 , at ⁹, 2008 U.S. Dist. LEXIS, at ²⁸-30 (citing 12 U.S.C. § 2603 (2006)).

In the present cases, Appellants argue that § 12-405(a) limits the lender to charging a single “loan origination fee” because the plain language of the statute does not employ the plural “fees.” Appellants refer also to the legislative history of the most recent amendments to the SMLL in 1998 in an effort to persuade us that the General Assembly intended purportedly to allow only a single “loan origination fee” and “points,” charged as a finder’s or broker’s fee. They maintain that the statutory 10% cap aggregates only the “points” and the “loan origination fee” and, therefore, the additional fees that are not “interest” were not “points” and not authorized under the SMLL. Appellees counter that Appellants’ reading of the SMLL is too narrow and that “aggregate” refers implicitly to multiple fees associated with loan origination fee. Appellees contend further that the General Assembly did not intend for lenders to obfuscate numerous otherwise itemized fees into one “loan origination fee” in a black box on the HUD-1.

We conclude that the language of § 12-405 is patently ambiguous and subject to more than one reasonable interpretation; therefore, we shall turn to the legislative history of the statute and other accepted extrinsic aids to guide us in ascertaining the proper construction of the law. In 1997, the General Assembly convened a task force to examine the mortgage lending business in Maryland, including specifically a “cap” on secondary mortgage fees. Task Force to Examine the Mortgage Lending Business, Final Report 1 (1997) [hereinafter Final Report ]. Based upon the recommendations of the task force, the General Assembly adopted a bill that ³⁵⁶ “alters the regulation of the mortgage lending business by