Thornton Mellon v. A. Dennis Exempt Trust

Thornton Mellon LLC v. Adrianne Dennis Exempt Trust, No. 28, September Term, 2021 TAX SALE FORECLOSURE – RIGHT OF REDEMPTION – FEES AND EXPENSES – ATTORNEY’S FEES – ATTORNEY’S FEES IN EXCEPTIONAL CIRCUMSTANCES – MD. CODE ANN., TAX-PROP. (1986, 2019 REPL. VOL.) § 14-843 – Court of Appeals held that determination of whether to order reimbursement of attorney’s fees under Md. Code Ann., Tax-Prop.

(1986, 2019 Repl. Vol.) (“TP”) § 14- 843(a)(4)(i), after complaint to foreclose right of redemption has been filed, is discretionary, and that, in making determination as to reimbursement, circuit court may consider whether tax sale certificate holder impeded or hindered property owner’s exercise of right of redemption. Court of Appeals held that plain language of TP § 14-843(a)(4) is unambiguous in showing that trial courts are vested with discretion as to whether to order reimbursement of attorney’s fees in tax sale foreclosure cases. In addition, legislative history of statutes governing tax sales confirms unambiguous meaning of TP § 14-843(a)(4) and demonstrates General Assembly’s intent to encourage redemption.

It would be at odds with plain language of statute and intent of General Assembly to find abuse of discretion in trial court’s decision not to order reimbursement of attorney’s fees where, as in this case, tax sale certificate holder failed to cooperate and, indeed, impeded or hindered property owner’s efforts to redeem property. Court of Appeals concluded that, in instant case, circuit court did not abuse its discretion in declining to award tax sale certificate holder attorney’s fees under TP § 14-843(a)(4)(i) where tax sale certificate holder’s conduct included billing property owner for attorney’s fees and fee for filing of complaint before complaint was filed, providing property owner with release erroneously stating that it was expired, and not promptly advising property owner of explanation for error and that release was valid. Nor did circuit court abuse its discretion in declining to award attorney’s fees in exceptional circumstances under TP § 14-843(a)(4)(iii). Circuit Court for Frederick County Case No. C-10-CV-19-000857 Argued: March 3, 2022 IN THE COURT OF APPEALS OF MARYLAND No. 28 September Term, 2021 ______________________________________ THORNTON MELLON LLC v. ADRIANNE DENNIS EXEMPT TRUST ______________________________________ *Getty, C.J. Watts Hotten Booth Biran Battaglia, Lynne A.

(Senior Judge, Specially Assigned) McDonald, Robert N. (Senior Judge, Specially Assigned) JJ. ______________________________________ Opinion by Watts, J. ______________________________________ Filed: April 25, 2022 *Getty, C.J, now a Senior Judge, participated in the hearing and conference of this case while an Pursuant to Maryland Uniform Electronic Legal Materials Act active member of this Court. After being (§§ 10-1601 et seq. of the State Government Article) this document is authentic. 2022-04-25 recalled pursuant to Md. Const., Art. IV, § 3A, 16:06-04:00 he also participated in the decision and adoption of this opinion. Suzanne C. Johnson, Clerk This case involves a dispute over attorney’s fees arising from an action to foreclose the right of redemption of property sold at a tax sale.

The tax sale certificate holder purchased property at a tax sale, and the tax sale certificate advised that after six months an action could be brought to foreclose all rights of redemption as to the property. Six months after the tax sale, the tax sale certificate holder billed the property owner for attorney’s fees and expenses for a complaint that had not yet been filed, supplied a release that stated that it was expired, and did not promptly notify the owner that the release could nonetheless be used to redeem the property. The property owner reimbursed the tax sale certificate holder for all attorney’s fees and expenses actually owed at the time. Before the property owner was able to finish the redemption process, the tax sale certificate holder filed a complaint to foreclose the property owner’s right of redemption and sought additional attorney’s fees and expenses.

The property owner later paid the county all amounts necessary to redeem the property. Although numerous issues are raised in the petition for writ of certiorari, the overarching issue that we must determine is whether a property owner is required to reimburse a tax sale certificate holder for attorney’s fees incurred after a complaint has been filed, i.e., whether reimbursement under Md. Code Ann., Tax-Prop. (1986, 2019 Repl. Vol.) (“TP”) § 14-843(a)(4)(i) is a mandatory or discretionary determination of the circuit court.

If such a determination is discretionary, we must next address whether the circuit court may consider circumstances such as whether the tax sale certificate holder impeded the property owner’s exercise of the right of redemption in denying reimbursement under TP § 14-843(a)(4)(i). In addition, we must determine whether the circuit court abused its discretion in denying the tax sale certificate holder’s request for attorney’s fees in exceptional circumstances under TP § 14-843(a)(4)(iii). At the outset, to provide some background, we briefly discuss the statutes governing tax sales. Generally, after a property owner has fallen behind on paying property taxes, the local tax collector must sell the property.

See TP § 14-808(a)(1). The local tax collector sells the property to the highest good-faith bidder at a public auction, known as a tax sale. See TP § 14-817(a)(2), (a)(4). The local tax collector provides the tax sale buyer with a tax sale certificate.

See TP § 14-820(a). The tax sale certificate holder may file in a circuit court a complaint to foreclose the right of redemption after notices have been provided to the property owner and a specified number of months have passed since the tax sale (which varies by jurisdiction), but before two years have passed since the tax sale. See TP §§ 14-833(a), (a-1), (c)(1), 14-835(a). Regardless of whether a tax sale certificate holder has filed a complaint, a property owner may redeem property at any time until a circuit court has finally foreclosed the right of redemption.

See TP §§ 14-827, 14-833(b). To “redeem” means to “recover[] property taken for nonpayment of taxes, accomplished by paying the delinquent taxes and any interest, costs, and penalties.” Tax Redemption, Black’s Law Dictionary (11th ed. 2019). In Frederick County, the jurisdiction at issue, the required procedure is that the property owner pays fees and expenses due under TP § 14-843 to the tax sale certificate holder, and -2- the certificate holder issues a release that the property owner uses to redeem the property.1 Redemption is a condition precedent to the reimbursement of fees and expenses. See TP § 14-843(a)(1).

In other words, if the property owner does not redeem the property, no fees or expenses are owed. See id. The attorney’s fees and expenses for which the tax sale certificate holder may be reimbursed upon redemption under TP § 14-843 depend on which jurisdiction the property is in, how much time has passed since the tax sale, and whether the tax sale certificate holder has filed a complaint to foreclose the right of redemption. See TP § 14-843(a)(3), (a)(4), (a)(5), (b)(1).

Where a specified number of months have passed since the tax sale (which varies by jurisdiction and is four months in Frederick County) and a complaint to foreclose the right of redemption has not been filed, the tax sale certificate holder “may be reimbursed for[,]” among other fees, up to $500.00 in attorney’s fees. TP § 14-843(a)(3)(i)4, (a)(3)(ii)4. By contrast, where a complaint has been filed, the tax sale certificate holder “may be reimbursed for[,]” among other fees, $1,300.00 or $1,500.00 in attorney’s fees, depending on whether an affidavit of compliance has been filed. TP § 14-843(a)(4)(i).

In 1 The record indicates that in Frederick County, at the relevant time, the required procedure for redemption was set forth on the County’s website and included that the tax sale certificate holder would provide the property owner with a release indicating that the applicable fees and expenses had been paid. This procedure does not appear to be codified in any section of the Code of Maryland or the Frederick County Code. Under an earlier version of TP § 14-828(a)(1)(iv), Md. Code Ann., Tax-Prop. (1986, 2007 Repl.

Vol.) (“TP (2007)”) § 14-828(a)(4), however, to redeem a property, a property owner was required to either pay the local tax collector the fees and expenses due under the statute or provide the local tax collector with “a release or acknowledgment executed by the” tax sale certificate holder stating that the fees and expenses had been paid. 2008 Md. Laws 2808 (Vol. IV, Ch. 333, S.B. 854); 2008 Md. Laws 2821 (Vol. IV, Ch. 334, H.B. 1211). -3- addition, where the tax sale certificate holder has filed a complaint to foreclose the right of redemption, the holder “may be reimbursed for[,] . . . in exceptional circumstances, other reasonable attorney’s fees incurred and specifically requested by the plaintiff or holder of a certificate of sale and approved by the court, on a case by case basis[.]” TP § 14- 843(a)(4)(iii). In this case, we hold that a determination of whether to order reimbursement of attorney’s fees under TP § 14-843(a)(4)(i), after a complaint has been filed, is discretionary, and that, in making a determination as to reimbursement, a circuit court may consider whether the tax sale certificate holder impeded the property owner’s exercise of the right of redemption.

We conclude that, in the instant case, the circuit court did not abuse its discretion in declining to order reimbursement of the tax sale certificate holder attorney’s fees under TP § 14-843(a)(4)(i). Nor did the circuit court abuse its discretion in declining reimbursement of attorney’s fees in exceptional circumstances under TP § 14- 843(a)(4)(iii). The plain language of TP § 14-843(a)(4) is unambiguous in showing that trial courts are vested with discretion as to whether to order reimbursement of attorney’s fees in tax sale foreclosure cases. In addition, the legislative history of the statutes governing tax sales confirms the unambiguous meaning of TP § 14-843(a)(4) and demonstrates the General Assembly’s intent to encourage redemption.

It would be at odds with the plain language of the statute and the intent of the General Assembly to find an abuse of discretion in a trial court’s decision not to order reimbursement of fees where, as in this case, the tax sale certificate holder failed to cooperate and, indeed, impeded or hindered the property owner’s -4- efforts to redeem the property. BACKGROUND Tax Sale Certificate, Emails, and Related Documents The Adrianne Dennis Exempt Trust (“the Trust”), Respondent, owns a house in Frederick County (“the Property”), and Adrianne Dennis is the only occupant of the Property and the only trustee and beneficiary of the Trust.2 Dennis fell behind on paying taxes on the Property. On May 13, 2019, the Director of the Treasury of Frederick County conducted a tax sale and sold a tax sale certificate associated with the Property to Thornton Mellon, LLC (“Thornton Mellon”), Petitioner. Under TP § 14-833(a)(1), with specified exceptions not relevant here, a tax sale certificate holder may file a complaint to foreclose the right of redemption six months after the tax sale.

In this case, the Director of the Treasury of Frederick County issued a Certificate of Sale (“the Tax Sale Certificate”), stating that the Property had been sold to Thornton Mellon at public auction in a tax sale and that an action could be brought to foreclose the right of redemption after November 13, 2019. Accordingly, November 14, 2019 was the earliest date on which a complaint to foreclose the right of redemption could have been timely filed under TP § 14-833(a)(1). On November 12, 2019, Dennis contacted Frederick County and learned the amount 2 At a hearing on Thornton Mellon’s various requests for attorney’s fees, Dennis testified that the Trust was created by her grandparents so that the Property could be passed to her. Although Dennis testified and has stated in pleadings that she owns the Property, other parts of the record indicate that the Trust owns the Property, and Dennis has never been a named party to the case. -5- that she was required to pay in taxes and other fees to redeem the Property.

The same day, Dennis visited Thornton Mellon’s website and learned that the amount of attorney’s fees and other fees due was $779.76, which included $500.00 in attorney’s fees, a $250.00 title search fee, and a $29.76 postage fee. On November 14, 2019, Dennis visited Thornton Mellon’s website again and learned that there was a new balance due of $2,000.88, which included $1,500.00 in attorney’s fees for the preparation and filing of a complaint, $181.12 for a filing fee charged by the court, and a $40.00 fee for service of process. At that time, Thornton Mellon had not filed a complaint to foreclose the right of redemption. In other words, although Thornton Mellon had not filed a complaint to foreclose the right of redemption, on November 14, 2019, Dennis’s invoice included fees that may be reimbursed under TP § 14-843(a)(4)(i) only after a complaint has been filed.

Thereafter, on the afternoon of November 14, 2019, several emails and telephone calls were exchanged among Dennis, Geoffrey Polk, Thornton Mellon’s counsel, and Kathy Martin, a Collections Specialist for Frederick County. After seeing the invoice charging the new fees, Dennis telephoned Polk at his Chicago office and he agreed that the unauthorized fees would be removed. A new invoice was generated, stating that the amount due was $779.76, which consisted of $500.00 in attorney’s fees, a $250.00 title search fee, and a $29.76 postage fee. In other words, the new invoice included only fees under TP § 14-843(a)(3) which may be reimbursed when a complaint to foreclose the right of redemption has not been filed.

At 1:15 p.m., Polk emailed Dennis and Martin about the new invoice, stating in -6- pertinent part: “This has been updated and fees removed. If paid by the end of today (and the County is paid) the filing won’t be submitted tomorrow. If it[’]s not fully redeemed by today, those fees will be added back in tomorrow.”3 Polk also asked Martin to “please confirm end of today if this lien has redeemed.” At 1:39 p.m., Martin emailed Polk, stating: “I will need a release when they pay their legal fees before we can accept redemption. I will wait to see if they pay you and you remit a release to us.

If they in turn pay us, I will let you know.” At approximately 2:00 p.m., Dennis paid Thornton Mellon $801.20, which was the sum of the $779.76 in fees under TP § 14-843(a)(3) and a $21.44 convenience fee for the use of a debit card. In other words, Dennis paid the original amount due of $779.76 to Thornton Mellon, which included $500.00 for attorney’s fees. At 2:12 p.m., Dennis received an email from Thornton Mellon confirming the payment. The email confirming receipt of payment contained a link to a release that was to be used by Dennis to make the payment to Frederick County necessary to redeem the Property.

The release stated: “Expiration date: Not Applicable - EXPIRED. If expired, please check with Attorney Polk” and “[i]t is further understood and agreed, if redemption . . . does not occur on or before Not Applicable - EXPIRED, additional costs may be incurred, and this acknowledgement shall be void. After such date, a new acknowledgement must be executed in prior to [sic] redemption.” The email included the following language: “The County is cced so that you may redeem the parcel.” 3 A review of the email exchanges reveals that the email was sent at 1:15 p.m. Eastern Standard Time. -7- At 3:17 p.m., Polk emailed Dennis and Martin, asking Martin to “please confirm if this redeems at close of business today.” At 3:25 p.m., Martin emailed Polk, stating in pertinent part: “I will.

The release you sent said it was expired, but I am putting the other email you sent stating that the additional fees were removed if paid today only. I’ll get back to you at end of day[.]” (Paragraph break omitted). At 3:30 p.m., Polk emailed Martin, stating: “Yes, you can allow redemption today, thanks!” Dennis was not included on the 3:25 p.m. and 3:30 p.m. emails between Polk and Martin, which confirmed that the Property could have been redeemed that day with the expired release. At 4:00 p.m., the Finance Department of Frederick County closed for business.4 At 4:09 p.m., Dennis emailed Polk, stating in pertinent part that “the tax office would not [ac]cept an ‘expired’ notice.” Dennis further stated that Polk was “making it extremely difficult when added fees are tacked on before the expiration date, I have to wait for a return call, and then you send me a certificate that reads ‘EXPIRED’ which clearly it was not[.]” At 4:12 p.m., Dennis emailed Polk again, stating, “[and] just to clarify, if today is the deadline, then how can it be ‘EXPIRED’ the deadline date should read today’s date.” At 4:38 p.m., Polk emailed Dennis and Martin, stating: “The release is expired because today is the deadline.

I’ve told [Martin] you are allowed to pay the taxes today, so please pay them. Again, there is no extension past today.” The following morning, at 8:48 a.m., Polk emailed Dennis, stating: “Fees have been 4 At 4:21 p.m., Martin emailed Polk, stating in pertinent part: “This did not redeem. . . . If they show up tomorrow, we will have them go online to pay the additional fees.” At 4:55 p.m., Polk emailed Martin, stating: “Ok, thank you.” -8- added. I gave you a chance to pay, and you didn’t.

The [C]ounty was aware that it wasn’t expired (hence why it said check with me) and you were aware. Please pay the current fees and the County to redeem. There is nothing else I can do.” (Paragraph break omitted). At the time that Polk emailed Dennis, Thornton Mellon had not filed a complaint and thus was not entitled to seek reimbursement for additional fees.

Filings in the Circuit Court At 10:06 a.m. on November 15, 2019, in the Circuit Court for Frederick County, Thornton Mellon filed a complaint to foreclose the right of redemption (“the complaint”) in which it stated that, to redeem the Property, Dennis would be required to pay Thornton Mellon $2,000.88 in fees and expenses. The complaint stated that the amount necessary for redemption was the sum of any taxes on the Property that had accrued since the tax sale and $5,284.15, which consisted of $3,155.33 in property taxes that Thornton Mellon had paid at the tax sale, $127.94 in interest, and the $2,000.88 in fees and expenses. Thornton Mellon attached to the complaint an affidavit of compliance and an affidavit indicating that Thornton Mellon was entitled to $1,500.00 in attorney’s fees under TP § 14-843(a)(4)(i)2 and other expenses. Specifically, Thornton Mellon attached to the complaint an affidavit dated November 15, 2019 and signed by Christopher Brusznicki, Thornton Mellon’s Managing Director, in which Brusznicki indicated that Thornton Mellon was entitled to reimbursement for attorney’s fees, property taxes that had been paid, -9- and other expenses.5 On December 27, 2019, Dennis filed an answer, alleging that the fees and expenses that Thornton Mellon requested in the complaint were “improperly inflated, contradictory, and otherwise not in compliance with” TP § 14-843.

Dennis asked that the circuit court deny Thornton Mellon’s request to foreclose the right of redemption and fix the amount necessary for redemption under TP § 14-829. On December 29, 2019, Thornton Mellon filed a response to the answer to the complaint, stating that it did not object to the request to redeem and asking that the circuit court give Dennis thirty days to do so. Thornton Mellon stated that the amount of fees and expenses due was $2,033.76. Thornton Mellon attached to the response two invoices dated December 26, 2019.

One of the invoices reflected that, on November 14, 2019, $500.00 in attorney’s fees, the $250.00 title search fee, and the $29.76 postage fee were paid. Both invoices indicated that there was an amount due of $2,033.76, which consisted of $1,000.00 in attorney’s fees, a $465.00 service of process fee, a $245.00 publication fee, a $181.12 filing fee, a $92.64 postage fee, and a $50.00 posting fee. Thornton Mellon also attached to the response an affidavit dated December 26, 2019 in which Brusznicki averred that Thornton Mellon was entitled to reimbursement for $1,000.00 in attorney’s fees under TP § 14-843(a)(4)(i)2. In other words, Thornton Mellon 5 In the affidavit of compliance dated November 15, 2019, Brusznicki averred that Thornton Mellon sent Dennis two notices indicating that the Property had been sold.

Before filing a complaint to foreclose the right of redemption, a tax sale certificate holder must send two notices to the property owner advising that the property had been sold at a tax sale. See TP § 14-833(a-1). Although Dennis disputes that the required notices were sent, resolution of the issue is not material to the questions before us. - 10 - credited Dennis the $500 in attorney’s fees and other amounts for expenses previously paid and updated its request for attorney’s fees under TP § 14-843(a)(4)(i)2 to $1,000.00, in light of the $1,500.00 cap. In the affidavit, Brusznicki averred that Thornton Mellon was entitled to fees and expenses totaling $2,033.76, a slight increase from the $2,000.88 it sought earlier.

On December 31, 2019, Dennis filed an amended answer, repeating the responses from her original answer and alleging that Thornton Mellon had attempted to obtain additional fees by filing the complaint the day after Dennis paid Thornton Mellon. Dennis alleged that, on November 14, 2019, she had telephoned the Finance Department of Frederick County and was advised that she could not redeem the Property because the release provided by Thornton Mellon was labeled expired. In the amended answer, Dennis stated that she was prepared to redeem the Property if Thornton Mellon would eliminate the fees that it charged after November 14, 2019. On January 6, 2020, Thornton Mellon filed a response to the amended answer, stating that a complaint could have been filed on November 14, 2019 and that it refrained from doing so as a “courtesy” to Dennis.

Thornton Mellon alleged that Dennis was clearly advised that she had until the end of the day on November l4, 2019 to pay the County with respect to the tax lien at issue or a foreclosure complaint would be filed and additional fees requested. Thornton Mellon alleged that Dennis lacked the funds to pay the taxes on the Property on November 14, 2019. Thornton Mellon attached to the response an affidavit dated January 6, 2020 in which the Director of the Treasury of Frederick County averred that, on November 14, 2019, no one contacted or visited the Finance Department of - 11 - Frederick County to redeem the Property. In addition to the fees sought under TP § 14-843(a)(4)(i), Thornton Mellon subsequently filed three motions seeking attorney’s fees in exceptional circumstances under TP § 14-843(a)(4)(iii).

On January 15, 2020, Thornton Mellon filed a motion for attorney’s fees in exceptional circumstances under TP § 14-843(a)(4)(iii), requesting an additional $500.00 in attorney’s fees on the ground that Dennis had made discovery requests that were “duplicative” and a “waste of time” and caused Thornton Mellon to incur more costs than it would in a typical tax sale foreclosure case. Thornton Mellon attached to the motion an affidavit dated January 15, 2020 in which Polk averred that the discovery requests pertained to documents required to be submitted with the complaint, that his ordinary rate was $250.00 an hour, and that he spent two hours drafting the discovery materials requested by Dennis and other documents. Polk averred that, to his knowledge, this was the first tax sale foreclosure case in which he had made or received a discovery request. On January 23, 2020, Dennis filed an opposition to the motion, contending that requiring her to pay the requested attorney’s fees would be unjust because, among other reasons, the discovery requests were minor.

On February 12, 2020, Thornton Mellon filed a second motion for attorney’s fees in exceptional circumstances under TP § 14-843(a)(4)(iii), a motion to strike, a motion to compel, and an opposition to a motion to dismiss that had been filed by Dennis. 6 In the 6 On February 12, 2020, Dennis filed a motion to dismiss, arguing that dismissal was warranted because Thornton Mellon failed to give her a reasonable opportunity to redeem the Property. Dennis pointed out that she paid Thornton Mellon the fees due on November - 12 - second motion for attorney’s fees in exceptional circumstances under TP § 14- 843(a)(4)(iii), Thornton Mellon requested $1,000.00 in attorney’s fees, which consisted of the sum of the $500.00 that it had already requested and an additional $500.00 based on drafting the motions to strike and compel and the opposition to the motion to dismiss. In the opposition to the motion to dismiss, Thornton Mellon contended that Dennis lacked the funds to pay the taxes on the Property and that her argument that she was not given a reasonable opportunity to redeem the Property was groundless. Thornton Mellon attached to the opposition statements pertaining to Dennis’s checking account.

One of the checking account statements indicated that, between October 25, 2019 and November 21, 2019, Dennis deposited a total of $800.00 and debited a total of $801.20.7 Dennis filed an opposition to the second motion for attorney’s fees in exceptional circumstances under TP § 14-843(a)(4)(iii), contending that requiring her to pay the requested attorney’s fees would be unjust because, among other reasons, she had advised Thornton Mellon of an issue as to the lack of a second notice of sale before the complaint was filed. Therefore, according to Dennis, it was foreseeable that a motion to dismiss based 14, 2019 and asserted that there was no logical reason for her to have done so other than redeeming the Property. Dennis maintained that Thornton Mellon “rushed to file a lawsuit the next day” so that she would be required to pay additional fees. Dennis contended that this was improper because the goal of the tax sale statutes is for the property taxes to be paid, not for the tax sale buyer to be enriched. 7 In the motion to compel, Thornton Mellon stated that Dennis had failed to comply with its discovery requests for Dennis’s phone records from October 1, 2019 to January 5, 2020 and for all emails that she sent or received during that period.

In the motion to strike, Thornton Mellon sought to have the circuit court strike exhibits attached to the motion to dismiss, alleging that the exhibits were not properly authenticated under Maryland Rule 5- 901. - 13 - on the issue would be filed. In addition, Dennis contended that one of the goals of filing the motion to dismiss was to try to resolve issues between the parties without a hearing. Dennis contended that the motion to compel was unnecessary because discovery had been provided.8 On February 20, 2020, Thornton Mellon filed a third motion for attorney’s fees in exceptional circumstances under TP § 14-843(a)(4)(iii) and a motion to strike the reply to the opposition to the motion to dismiss. In the third motion for attorney’s fees, Thornton Mellon requested $1,250.00 in attorney’s fees, which consisted of the sum of the $1,000.00 that it had already requested and an additional $250.00 based on drafting the motion to strike the reply to the opposition to the motion to dismiss.

Dennis filed an opposition to the third motion for attorney’s fees in exceptional circumstances under TP § 14- 843(a)(4)(iii), contending that it would be improper to award Thornton Mellon attorney’s fees for legal work necessitated by its own actions. Hearing, Redemption of the Property, and Memorandum Opinion and Order On March 5, 2020, the circuit court held a hearing on the complaint and the outstanding motions. On the day of the hearing, Thornton Mellon’s counsel provided Dennis’s counsel with a release that would be valid through the following day. The day after the hearing, Dennis redeemed the Property by paying Frederick County the taxes due.

During Thornton Mellon’s opening statement, Polk stated that Dennis “was clear 8 Thornton Mellon subsequently filed a withdrawal of the motion to compel, stating that Dennis had provided the requested phone records at issue and that Thornton Mellon withdrew its request for emails. - 14 - she had until the end of the day on November 14[, 2019] to redeem” and that she did not do so because she lacked the funds. Polk stated: “[I]n hindsight, I wish that when [Dennis] had called, I had simply instructed my staff to ignore her and file the complaint. . . . [W]e could have easily ignored [] Dennis’s call. Nothing in the Code requires me to respond to taxpayers wishing to redeem.” Polk stated that, in addition to the $1,250.00 in attorney’s fees in exceptional circumstances that Thornton Mellon had moved for in writing, he requested $1,000.00 for preparing for, traveling to, and securing lodging for the hearing. Polk observed that that brought the amount of attorney’s fees in exceptional circumstances that Thornton Mellon sought up to $2,250.00.

During opening statement, Dennis’s counsel stated that the evidence would show that Polk’s goal had been to increase his attorney’s fees at Dennis’s expense and that the release that Thornton Mellon provided to Dennis on November 14, 2019 was invalid because it was labeled expired. The only witness at the hearing was Dennis, who testified on her own behalf that she grew up on the Property and raised her children there. Dennis testified that she fell behind on paying taxes on the Property because of health issues that resulted in her having a disability. Dennis testified that she received the first notice that the Property had been sold at a tax sale, but she never received a second notice.

Dennis testified that, on or about November 10 or 11, 2019, she sold her grandmother’s wedding ring for at least $6,500.00 in cash to obtain money to redeem the Property. Dennis testified that she did not deposit the cash into her checking account because it was her understanding that she could pay Frederick County only in cash or with - 15 - a cashier’s check.9 Dennis testified that on November 12, 2019, she telephoned the Finance Department of Frederick County to ascertain how much in taxes she needed to pay to redeem the Property. According to Dennis, during the telephone call, she was informed that she needed to pay approximately $6,500.00 in taxes and fees to redeem the Property, that she needed a release from the certificate holder that contained an expiration date, and that a release without an expiration date would not be accepted. Dennis was directed to a page on the website of Frederick County that stated that the release necessary for redemption would include an expiration date.

On the same date, Dennis visited Thornton Mellon’s website and obtained an invoice stating that the amount of fees due was approximately $779.00. On November 14, 2019, however, Dennis obtained a new invoice from Thornton Mellon’s website stating that the amount of fees due was $2,000.88. Dennis telephoned Thornton Mellon and was advised that the fee would be adjusted. After Dennis paid Thornton Mellon $801.20, Thornton Mellon provided Dennis with the release, which stated that it was expired.

Dennis testified that she would have redeemed the Property on November 14, 2019 or on the morning of November 15, 2019 if Thornton Mellon had provided her with a release that was not expired. Dennis explained that she did not attempt to redeem the Property because Frederick County had advised her, and its website 9 Frederick County Code § 1-8-5 states in pertinent part that, “[a]fter 30 days notice of sale has been mailed to property owners . . . , the County Treasurer shall accept only cash, cashier’s check, certified check or money order for the payment of such county taxes which are in arrears.” - 16 - indicated, that the release necessary for redemption must have an expiration date. During cross-examination, Polk questioned Dennis at length about her checking account statements. Polk elicited that Dennis did not have a receipt or a bill of sale for the sale of her grandmother’s wedding ring, that she sold it to “a friend of a friend[,]” and that, on December 16, 2019, Dennis took cash to a bank and received a cashier’s check in the amount of $6,265.63 payable to the Treasurer of Frederick County.

During Thornton Mellon’s closing argument, Polk asserted that Dennis had sufficient time to redeem the Property but failed to do so because of a lack of funds. The circuit court asked Polk: “Given the fact that [Dennis] had paid you $800 on the fees, what was the rush to file this the next day rather than giving her some additional time to pay?” The circuit court pointed out that, if Dennis “didn’t intend to make the payment within a finite period of time, she certainly wouldn’t have wasted another $800 on [] fees.” The circuit court asked Polk: “[W]hy you couldn’t forebear a little bit on this?” Polk responded that “the forbearance was the day of” November 14, 2019 and that he “used to make exceptions regularly, and no one would ever live up to their end of the bargain.” Polk stated: “I used to give weeks. I used to give two weeks, I used to give 30 days, and --” The circuit court interjected, asking: “Even after they paid $800?” Polk responded: “I can show you where they’ve paid $4,000 and don’t redeem the property.” Polk indicated that he “wasn’t rushing to file the case” and that, on November 14, 2019, the complaint was just one of approximately 300 or 400 complaints that were pending in a queue for electronic filing. During closing argument, Dennis’s counsel requested that the circuit court deny the motions for attorney’s fees in exceptional circumstances under TP § 14-843(a)(4)(iii).

At - 17 - the conclusion of the hearing, the circuit court took the matter under advisement. On March 17, 2020, the circuit court issued a memorandum opinion and order denying the motions for attorney’s fees in exceptional circumstances under TP § 14- 843(a)(4)(iii) and dismissing as moot the complaint, the motion to dismiss, and all other requested relief, which included the request for attorney’s fees under TP § 14-843(a)(4)(i). The circuit court determined that, although Thornton Mellon doubted that Dennis would have redeemed the Property between November 13 to 15, 2019, Thornton Mellon’s errors deprived Dennis of a meaningful opportunity to redeem the Property. The circuit court determined that Thornton Mellon’s goal of maintaining efficient business practices could not supersede its legal obligation not to impede Dennis’s efforts to redeem the Property.

The circuit court stated that, “[g]iven [Thornton Mellon]’s errors, the filing of the Complaint was premature, and all requests for attorney’s fees flow from it. It would be inequitable for the Court to award attorney’s fees against [Dennis].”10 Thornton Mellon appealed. Opinion of the Court of Special Appeals On April 28, 2021, the Court of Special Appeals affirmed the circuit court’s judgment dismissing the complaint and concluded that the Property was fully redeemed. 10 In the memorandum opinion, the circuit court pointed out that Thornton Mellon advised the Finance Department without notifying Dennis that the release would be good. The circuit court interpreted the emails between Polk, Martin, and Dennis as showing that the email at 4:38 p.m. was the first instance in which Polk disclosed to Dennis that the release could have been used that day.

At the time that Dennis was first advised that she could use the release on November 14, the Finance Department was closed, leaving Dennis without a meaningful opportunity to redeem the Property. - 18 - See Thornton Mellon, LLC v. Adrianne Dennis Exempt Tr., 250 Md. App. 302, 333 , 250 A.3d 295, 313 (2021). The Court of Special Appeals was not persuaded by Thornton Mellon’s contention that the language of TP § 14-843(a)(4)(i)2 leaves a trial court no choice other than to grant reimbursement for fees and expenses after a complaint has been filed. See id. at 324, 250 A.3d at 308 . The Court of Special Appeals pointed out that Thornton Mellon sought support from the language in TP § 14-843(a)(4)(i)2 that provides that where an affidavit has been filed, $1,500.00 “shall be deemed reasonable” for the preparation and filing of an action.

See id. at 324-25, 250 A.3d at 308 . In interpreting the language of TP § 14-843(a)(4)(i)2, the Court of Special Appeals concluded that the language that Thornton Mellon referred to related only to the monetary amount that would be reimbursed if a trial court determined that reimbursement is appropriate. See id. at 324- 25, 250 A.3d at 308 . The Court of Special Appeals concluded that the mandatory language of “shall be deemed reasonable” did not supersede the permissive language in the earlier clause of TP § 14-843(a)(4)(i)2, which states that attorney’s fees “may be reimbursed[.]” Id. at 324-25, 250 A.3d at 308 .

The Court of Special Appeals explained that “[t]o say that the amount of $1,500 of attorney’s fees ‘shall be deemed reasonable’ is not the same thing as saying that the court shall permit reimbursement in every case, regardless of the circumstances.” Id. at 324-25 , 250 A.3d at 308 . The Court of Special Appeals held that, under TP § 14-843, a trial court has “at least some discretion to decide whether the plaintiff or certificate holder should be reimbursed for attorney’s fees and other expenses incurred in connection with a complaint to foreclose the right of redemption.” Id. at 325, 250 A.3d at 308 . The Court of Special Appeals - 19 - explained that the legislative history of the statute demonstrated that the phrase “is entitled to be reimbursed” was replaced with the phrase “may be reimbursed” and that the General Assembly expressed its intent and purpose clearly enough that the Court did not need to examine other potential sources of legislative intent. Id. at 323 , 325 n.10, 250 A.3d at 307 , 309 n.10.

The Court of Special Appeals held that the circuit court’s finding that Thornton Mellon impeded Dennis’s redemption of the Property was not clearly erroneous and that the circuit court did not abuse its discretion in determining that it would be inequitable to award Thornton Mellon attorney’s fees. See id. at 332 , 250 A.3d at 312 . The Court of Special Appeals explained that “a property owner cannot exercise the statutory right of redemption without some reasonable level of cooperation from the certificate holder.” Id. at 326 , 250 A.3d at 309 . The Court of Special Appeals stated that because redeeming property requires that a property owner pay the certificate holder fees and expenses in advance, and in Frederick County the property owner must obtain a written release from the certificate holder, “the redemption process is set up in such a way that makes it possible for a certificate holder (whether intentionally or unintentionally) to frustrate the redemption process once it is initiated.” Id. at 326 , 250 A.3d at 309 .

The Court of Special Appeals stated that it was the circuit court’s prerogative to find credible “Dennis’s testimony that she would have redeemed the [P]roperty if Thornton Mellon had met its obligation to give her an acceptable release.” Id. at 329 , 250 A.3d at 311 . The Court of Special Appeals disagreed with Thornton Mellon’s assertion that the circuit court apparently determined that Dennis’s ability to pay was “irrelevant.” Id. at - 20 - 331, 250 A.3d at 312 . The Court of Special Appeals explained that “[e]verything that the court wrote about [] Dennis’s actions conveys a conclusion that she would have redeemed the [P]roperty if not for the impediments created by Thornton Mellon.” Id. at 331 , 250 A.3d at 312 . The Court of Special Appeals stated that “[i]t would be a waste of time and resources to remand this case to the trial court for the sole purpose of requiring the judge to expressly state what was already fairly implied.” Id. at 331 , 250 A.3d at 312 .

The Court of Special Appeals concluded that the circuit court’s finding of inequity for an award of attorney’s fees for preparing and filing the complaint supported its decision to deny Thornton Mellon’s motions for extraordinary fees under TP § 14-843(a)(4)(iii). See id. at 332, 250 A.3d at 312 . The Court of Special Appeals pointed out that the language in TP § 14-843(a)(4)(iii) concerning reimbursement of attorney’s fees in exceptional circumstances makes clear that the decision is plainly within a trial court’s discretion. See id. at 332, 250 A.3d at 312-13 .

Petition for a Writ of Certiorari On June 15, 2021, Thornton Mellon petitioned for a writ of certiorari, raising the following six issues: 1. Whether “impeded redemption,” a doctrine created by the trial court and upheld by the [Court of Special Appeals], can be employed in tax sale cases as a basis to dismiss timely-filed complaints to foreclose rights of redemption and deny statutory attorneys’ fees, where []TP[] § 14-829 specifically provides a redemption procedure when the amount in redemption is in dispute after a complaint is filed? 2. Whether a property owner who fails to redeem a property for six months after a tax sale can avoid owing additional statutory attorneys’ fees under the impeded redemption doctrine without proving they had the ability to redeem the property prior to the filing of the complaint to foreclose right - 21 - of redemption? 3. Whether a tax sale purchaser, after waiting the requisite six months after a tax sale, is required to delay filing a complaint to foreclose right of redemption if the owner of the property states an intent to redeem the property? 4.

Whether a tax sale purchaser can be deemed to have filed a complaint to foreclose right of redemption “prematurely” if the complaint is filed more than the requisite six months after the tax sale? 5. Was the [Court of Special Appeals] correct to find that the trial court committed no errors in dismissing Petitioner’s Complaint and denying its requests for attorneys’ fees based on the impeded redemption doctrine, where Respondent failed to attempt to redeem the Subject Property in accordance with TP § 14-829, conceded that she was aware of her ability to redeem the Subject Property minutes after paying fees to Petitioner, and otherwise did not provide any evidence of her ability to redeem prior to Petitioner filing its Complaint? 6. Was the [Court of Special Appeals] correct to find that the trial court acted within its discretion in denying Petitioner’s motions for extraordinary attorneys’ fees, when the trial court did not review the requests for fees on the merits and denied them solely on the basis that they flowed from Petitioner’s “premature” Complaint? (Footnote omitted).

On August 25, 2021, we granted the petition. See Thornton Mellon LLC v. Adrianne Dennis Exempt Tr., 475 Md. 701 , 257 A.3d 1163 (2021).11 11 There are six questions presented in the petition for a writ of certiorari. Although worded differently, questions 1, 2, and 5 raise the issue of whether the award of attorney’s fees under TP § 14-843(a)(4)(i)2 is mandatory or discretionary and whether a certificate holder can be found to have impeded an owner’s ability to redeem property. Questions 3 and 4 apparently raise an issue as to the timing of the filing of a complaint after a tax sale.

Question 6 raises the issue of whether the circuit court in this case abused its discretion in denying motions for extraordinary attorney’s fees under TP § 14-843(a)(4)(iii). Given the interrelated nature of the questions, we discuss the issues together below. - 22 - DISCUSSION The Parties’ Contentions In setting forth its statement of the case and facts, Thornton Mellon advises that the circuit court denied its request for statutory fees in the amount of $2,033.76 (including attorney’s fees under TP § 14-843(a)(4)(i)2) and denied under TP § 14-843(a)(4)(iii) three motions for attorney’s fees in exceptional circumstances and an additional request for attorney’s fees of $1,000 for preparing for and attending a hearing in the case. Thornton Mellon contends that reimbursement of attorney’s fees under TP § 14-843(a)(4)(i)2 is mandatory and that once the complaint was filed on November 15, 2019, it was entitled to attorney’s fees under TP § 14-843(a)(4)(i). Thornton Mellon asserts that “[t]here is nothing in the law that obliged [it] to delay the filing of its [c]omplaint because [Dennis] ‘feigned’ an intent to redeem the [] Property.” Thornton Mellon takes issue with the circuit court’s finding that it committed errors which impeded Dennis’s ability to redeem the Property and labels the circuit court’s finding as creating an “impeded redemption doctrine.” According to Thornton Mellon, it was not necessary for the circuit court to create, and the Court of Special Appeals to uphold, what it calls an impeded redemption doctrine because TP § 14-829 sets forth procedures under which a property owner may dispute the redemption amount of a property.

Thornton Mellon maintains that adopting an impeded redemption doctrine would be superfluous in light of TP § 14-829 and would raise various unanswerable questions for tax sale certificate holders, such as whether they must hold off on filing a complaint to foreclose the right of redemption where an owner claims an intent to redeem the property. - 23 - Thornton Mellon contends that, if an impeded redemption doctrine is upheld, for the doctrine to apply, a property owner must be required to prove by clear and convincing evidence, among other things, that the owner had the funds necessary to redeem the property when the tax sale certificate holder filed the complaint. Thornton Mellon argues that it did not impede Dennis’s efforts to redeem the Property, and alleges that she lacked the funds to do so at the relevant time. Thornton Mellon asserts that the circuit court’s finding that Dennis was impeded from redeeming the Property is clearly erroneous and that the circuit court erred in finding its complaint moot. In addition, Thornton Mellon contends that the circuit court did not address the merits of its requests for attorney’s fees in exceptional circumstances under TP § 14- 843(a)(4)(iii) and that the case should be remanded for consideration of the issue.

Thornton Mellon argues that the circuit court’s denial of the motions was based on an erroneous determination that the complaint was premature and that it impeded Dennis’s efforts to redeem the Property. Thornton Mellon maintains that reimbursement of attorney’s fees under TP § 14-843(a)(4)(iii) was warranted because Dennis unnecessarily caused Thornton Mellon to incur additional litigation expenses. Dennis responds that the reimbursement of attorney’s fees under TP § 14- 843(a)(4)(i)2 is discretionary rather than mandatory and that the circuit court did not abuse its discretion in denying reimbursement. Dennis contends that the circuit court did not create an impeded redemption doctrine and instead simply determined that, in light of Thornton Mellon’s conduct in the case, it would be inequitable to award Thornton Mellon attorney’s fees.

Dennis argues that the evidence supports the circuit court’s finding that - 24 - she would have been able to redeem the Property had Thornton Mellon not prevented her from doing so. Among other things, Dennis asserts that Thornton Mellon frustrated her ability to redeem the Property by failing to provide a proper release and incorrectly indicating on the morning of November 15, 2019 that it had already filed a complaint. In addition, Dennis contends that the circuit court has discretion to determine whether attorney’s fees in exceptional circumstances under TP § 14-843(a)(4)(iii) are reimbursable and, in this case, reimbursement of such fees was not warranted. Dennis argues that the legislative history of TP § 14-843(a)(4)(iii) indicates that attorney’s fees for exceptional circumstances may be reimbursed only for actions taken by a tax sale certificate holder’s attorney before the filing of a complaint.

Dennis asserts that upholding the circuit court’s decision would promote justice and fairness in the tax sale process and help to curtail abuses by tax sale certificate holders who go too far in collection efforts. Standard of Review Maryland Rule 8-131(c) concerns review of a trial court’s decision without a jury and provides: “When an action has been tried without a jury, the appellate court will review the case on both