United Bank v. Buckingham

United Bank v. Richard Buckingham, et al., Misc. No. 1, September Term, 2020. Opinion by Getty, J. COMMERCIAL LAW – MARYLAND UNIFORM FRAUDULENT CONVEYANCE ACT – CHANGE IN LIFE INSURANCE BENEFICIARY CONSTITUTES CONVEYANCE – Court of Appeals held that a change in a life insurance beneficiary constitutes a “conveyance” under the Maryland Uniform Fraudulent Conveyance Act, Maryland Code, Commercial Law Article (“CL”) §§ 15-201 to 15-214 (1975, 2013 Repl. Vol.).

Court of Appeals concluded that a change in a life insurance beneficiary falls within the meaning of “conveyance” as defined in CL § 15-201(c). ESTATES & TRUSTS – GUARDIANSHIP – CHANGE IN LIFE INSURANCE BENEFICIARY– Court of Appeals held that a guardian of property does not have the authority to change a beneficiary of a life insurance policy of the ward under Maryland Code, Estates & Trusts Article (“ET”) § 15-102 (1974, 2017 Repl. Vol.). U.S. District Court for the District of Maryland Case No. 8:13-cv-03227-PX Argued: October 30, 2020 IN THE COURT OF APPEALS OF MARYLAND Misc.

No. 1 September Term, 2020 UNITED BANK V. RICHARD BUCKINGHAM, ET AL. Barbera, C.J., McDonald Watts Hotten Getty Booth Biran JJ. Opinion by Getty, J. Filed: March 9, 2021 Pursuant to Maryland Uniform Electronic Legal Materials Act (§§ 10-1601 et seq. of the State Government Article) this document is authentic. 2021-03-09 10:09-05:00 Suzanne C. Johnson, Clerk Under the Maryland Uniform Certification of Questions of Law Act,1 this Court has the power to “answer a question of law certified to it by a court of the United States or by an appellate court of another state or of a tribe, if the answer may be determinative of an issue in pending litigation in the certifying court and there is no controlling appellate decision, constitutional provision, or statute of this State.” CJ § 12-603. Before us are two questions of law certified by the United States District Court for the District of Maryland (“District Court”) that arise in the context of a decade-long dispute between the adult children of the Buckingham family and United Bank (“the Bank”).

Through the opportune formation of various trusts, the children successfully diverted hundreds of thousands of dollars in life insurance proceeds away from the declining family business and to their personal use. In an elaborate web of procedural history, federal and state courts both have attempted to conclusively determine whether this diversion of life insurance proceeds was an appropriate use of familial resources to assist ailing parents, or instead an act undertaken by the Buckingham children to intentionally defraud the Bank. The first question before us is whether a change of the beneficiary designation of a life insurance policy amounts to a “conveyance” under the Maryland Uniform Fraudulent 1 Maryland adopted the first version of the Uniform Certification of Questions of Law Act in 1972 as part of a uniform code promulgated by the Uniform Law Commission (also known as the National Conference of Commissioners on Uniform State Laws) and codified the Act as Article 26, §§ 161 to 172. 1972 Md. Laws, ch. 427. The following year, Article 26 was recodified as the Courts and Judicial Proceedings Article (“CJ”). 1973 Md. Laws 1st Spec.

Sess., ch. 2. In 1995, the Uniform Law Commission issued a new model Certification of Questions of Law statute, which Maryland then adopted in 1996. 1996 Md. Laws, ch. 344. The Maryland Uniform Certification of Questions of Law Act is currently codified at CJ §§ 12-601 to 12-613, Maryland Code (1973, 2020 Repl. Vol.).

Conveyance Act (“MUFCA”),2 particularly in light of § 16-111(d) of the Insurance Article3 that provides for a protective exemption for the spouse and dependents of a life insurance policy holder. After conducting a plain language analysis of the definition of “conveyance” provided for in CL § 15-201(c) and reviewing the General Assembly’s intent in enacting MUFCA as evidenced by the Act’s legislative history, caselaw, and related statutory provisions, we hold that a change in life insurance beneficiary constitutes a conveyance under MUFCA. The second question is whether, under § 15-102(t) of the Estates and Trusts Article,4 a guardian of property is granted the authority to change a life insurance beneficiary on a policy of the ward. As a matter of first impression, this question relies upon an interpretation of the common law purpose of guardianship.

Upon reviewing the legislative history of powers granted to guardians of property, and finding no changes to the common law, we hold that a guardian of property is not granted the authority to change a life insurance beneficiary on a policy of the ward under ET § 15-102(t). BACKGROUND In accordance with CJ § 12-605(a), “the court certifying a question of law” to this Court “shall issue a certification order.” Pursuant to CJ § 12-606(a)(2), the certification order must contain “[t]he facts relevant to the question, showing fully the nature of the 2 Md. Code (1975, 2013 Repl. Vol.), Commercial Law (“CL”) § 15-201(c) (defining “conveyance”). 3 Md. Code (1996, 2017 Repl. Vol.), Insurance (“IN”) § 16-111(d). 4 Md. Code (1974, 2017 Repl.

Vol.), Estates & Trusts (“ET”) § 15-102(t). 2 controversy out of which the question arose[.]” Under these statutory mandates, this Court accepts the facts provided by the certifying court. See, e.g., Price v. Murdy, 462 Md. 145, 147 (2018). Thus, we adopt the following facts set forth in a memorandum opinion accompanying the certification order of the District Court: This clash between the Buckingham family and the creditors of the family’s deceased patriarch, John Buckingham, has now lasted more than a decade, and has played out in both state and federal court. The crux of the dispute before this Court concerns whether diversion of the proceeds from several life insurance policies, which are among the sole remaining assets of John Buckingham and the family company, Sun Control Systems (“SCS”), was done to defraud the Bank and other creditors.

Although the background of this case has been repeated and reframed time and again, the Court summarizes the matter here to aid the Maryland Court of Appeals. John Buckingham founded SCS in 1979 and acted as President and as a Director on its board until 2009. John was married to Elizabeth “Betty” Buckingham, and together they had five children: David, Susan, Thomas, Daniel, and Richard Buckingham. In 2008, John was diagnosed with dementia and, in 2009, this diagnosis was confirmed to be both progressive and terminal.

Around this time, Thomas Buckingham was designated to succeed John as President of SCS, although John stayed on as a Director and was never removed from the Board. By January 2010, John’s condition had worsened. He was sometimes found wandering his neighborhood or in his neighbors’ homes eating from their refrigerators. In August 2010, Betty Buckingham filed a petition for guardianship in the Circuit Court for Montgomery County.

Betty was appointed guardian of John’s person, and David was appointed both temporary co-guardian of John’s person and sole guardian of John’s property. In December 2010, the guardianship order was amended to make David solely the guardian of the property and Betty the temporary guardian of John’s person. In January 2011, the Circuit Court issued a final guardianship order that announced David and Betty as the co-guardians of John’s person and maintained David’s status as sole guardian of the property. This order governing the guardianship of the property states that the guardian shall have “all powers and duties set forth in Md. Code Ann., Est. & Trusts § 13-214 and § 15-102.” As John’s mental health declined, so did SCS’s financial health.

SCS’s revenues fell from $15.4 million in 2006 to $8.5 million in 2009. As of mid-2009, SCS had defaulted on loans it had secured with Virginia 3 Commerce Bank (“VCB”), the Bank’s predecessor, and owed over $5 million to VCB. John and Betty were also personally indebted to VCB as they had on occasion guaranteed loans to SCS and had also taken out loans in their personal capacity through a home equity line of credit. In May of 2009, SCS entered into a forbearance agreement with VCB.

In the forbearance agreement, VCB agreed to refrain from collection and to increase SCS’s line of credit by $750,000 in exchange for SCS’s commitment to meet a specified schedule of payments. SCS’s financial situation did not improve, however, and by 2010, SCS had defaulted on the forbearance agreement as well. VCB, now fearful it would lose millions of dollars through its loans to SCS, began looking to SCS’s remaining assets, among them the death benefits on eight life insurance policies in John’s name that are the subject of this litigation. These life insurance policies generally fall into three groups : (1) two policies from Northwestern Mutual (the “JDB policies”) that John had purchased and for which he paid the premiums; (2) four policies purchased by SCS from Northwestern Mutual (the “split dollar policies”) under a “split dollar” arrangement where John named the beneficiaries but SCS “owned” the policies, paid the premiums, and upon John’s death stood to recoup the premiums from the death benefits, with the remainder being paid to John’s designated beneficiary; and (3) two policies from John Hancock (the “John Hancock Policies”) purchased and owned by SCS and operated under a similar split dollar arrangement, with SCS recouping the premiums upon John’s death.

In June 2010, as John’s health declined, VCB entered into a second forbearance agreement in which VCB obtained a secured interest in death benefits payable under the JDB and split dollar policies. The effect of this agreement was to give VCB a superior position to any SCS funds, including the life insurance benefits, upon John’s death. Prior to executing the second forbearance agreement, VCB had learned of John’s dementia. Outside counsel advised VCB that before entering into a second forbearance agreement, John should undergo a competency evaluation.

VCB did not heed this advice. Instead, VCB entered into a fully executed second forbearance agreement. It eventually came to light that some of John’s signatures on this agreement were forged. VCB, for its part, denies having any knowledge about the forgeries.

David contends he first learned of the second forbearance agreement in February 2011 when, after much back and forth, VCB provided to David the underlying documentation. David realized that the second forbearance agreement was executed when John was suffering acutely from dementia. David also recognized certain of the signatures as forgeries. The next month, in March 2011, David, in his capacity as guardian of the property, changed beneficiaries on the eight life insurance policies to the 4 newly-created John D. Buckingham Life Insurance Trust (“JDB Trust”) with David, Susan, and Richard as Co-Trustees.

David contends that he created the JDB Trust to fund the care necessary for Betty once John died. David also made Betty the primary beneficiary and the Buckingham children contingent beneficiaries of the JDB Trust. David next took steps to obtain accelerated death benefits to be paid from the John Hancock policies into another new trust, the “Osprey Trust,” “to provide funds for [his] mother’s support and meet the extraordinary cost of [John’s] care.” However, SCS still was owed the amount it had paid in premiums under the split dollar arrangement, which at the time totaled $280,000. Thus, if David were to obtain accelerated benefits, they could be subject to SCS’s creditors such as VCB.

David and Thomas knew as much; contemporaneous email correspondence between the brothers reflects their concern “[t]he bank or other creditors w[ould] end up with those funds.” SCS’s Directors at the time—Thomas, Betty and David—next agreed on behalf of SCS to sell the John Hancock policies to the newly-created Osprey Trust. They approved the sale of the policies for $110,000 payable to SCS. Then David, as Trustee of the Osprey Trust, promptly obtained accelerated death benefits on the John Hancock policies for roughly seven times the amount paid to the corporation, or $709,128.65. According to the Bank, the sale of the policies to the Osprey Trust for a fraction of the policies’ value amounted to a fraudulent ploy to shield the assets from John’s creditors.

As evidence of the fraud, the Bank emphasizes the disparity between the $110,000 sale price and the $709,000 in valuable accelerated benefits obtained. David Buckingham, Susan Buckingham and Richard Buckingham (collectively “the Buckinghams”) maintain that this sale was simply designed to provide funds to care for John and Betty. And as to the disparity between the sale price and the value of the accelerated death benefits, the Buckinghams counter that because SCS had stopped paying the premiums, the policies had a negative surrender value and were in danger of lapsing. Thus, the Buckinghams claim, it was fair and appropriate to use a well-established U.S. Treasury Formula to arrive at the $110,000 sale price.

On December 7, 2011, Betty passed away unexpectedly. The JDB Trust—which again was the beneficiary of all eight life insurance policies— was now at least partially obsolete as the vehicle to provide for Betty’s care upon John’s death. Thus, David, in his role as John’s guardian of the property, changed the beneficiary of the insurance policies, again naming another newly created trust, the Blue Heron Trust. Shortly after, in May 2012, David sued VCB in Montgomery County Circuit Court seeking to invalidate the assignment of the JDB and split dollar policies on the grounds that VCB entered into the second forbearance agreement knowing that John was incompetent.

After a five-day bench trial 5 in May 2013, the Honorable [Joseph] Dugan invalidated the assignments, finding that John lacked the capacity to enter the second forbearance agreement and VCB, acting contrary to counsel’s advice, knew it. The court additionally found that certain of John’s signatures on the second forbearance agreement were forged. VCB’s priority interest in the JDB and the split dollar policies were thus voided. On October 17, 2012, John passed away and the remainder of death benefits on the policies were distributed.

The John Hancock policies had already been paid down fully as accelerated death benefits. Northwestern paid the death benefits on the split dollar policies into the Blue Heron Trust, and the death benefits on the JDB policies into the registry of the Circuit Court in light of the pending action against VCB. In the end, no funds were available to satisfy any of VCB’s sizable, outstanding loans. (Citations omitted.) In the memorandum opinion accompanying the certification order, the District Court provided this summary of the procedural background: On October 30, 2013, the Bank brought suit in this Court against each of the Buckingham children individually, Susan and Richard in their capacities as representative for John’s estate, and David in his capacity as trustee for the Osprey and Blue Heron Trusts.

The Bank sought to invalidate both the sale of the John Hancock polices from SCS to the Osprey Trust, and the change in beneficiaries on the JDB and split dollar policies to David as Trustee of the Osprey and Blue Heron Trusts. Counts I through III pertain to the sale of the John Hancock policies. Count I alleges that SCS, through its Directors and David as guardian of John’s property, fraudulently conveyed both its ownership and beneficiary interest in the Osprey Trust in violation of the Maryland Uniform Fraudulent Conveyance Act, Md. Code Ann., §§ 15-201, et seq. (“MUFCA”).

In Count II, the Bank alleges that David fraudulently requested and received accelerated death benefits on the John Hancock policies and, as a result, caused those benefits to be paid into the Osprey Trust, also in violation of MUFCA. And in Count III, the Bank alleges that David’s change of the beneficiary of the John Hancock policies from Betty to the Osprey Trust constituted yet another violation of MUFCA. Counts IV through V concern changes of beneficiaries on the other two sets of policies also under MUFCA. In Count IV, the Bank alleges that David fraudulently changed the beneficiary status of the split dollar policies from SCS—to which the beneficiary status lapsed upon Betty’s death—to the Blue Heron Trust.

In Count V, the Bank alleges that David fraudulently 6 changed the beneficiary status on the JDB policies from John’s estate to the Blue Heron Trust. Finally, in Count VI the Bank alleges David breached his fiduciary duty to SCS’s creditors, and in Counts VII and VIII the Bank sought a declaratory judgment that the Osprey and Blue Heron Trusts and the John Hancock policy transfers were void as beyond David’s authority as guardian of the property. The parties eventually filed cross motions for summary judgment. After a hearing on November 27, 2017 . . . [the Court] granted summary judgment in the Buckinghams’ favor on all counts.

As to the MUFCA counts (Counts I-V), the Court concluded that the unclean hands doctrine barred the Bank from asserting any right to the proceeds of the insurance policies. The Court reasoned that because the Bank had already attempted through “grossly inequitable conduct” to secure priority interests in the insurance policies via the second forbearance agreement, the Bank was precluded from suit to recapture its interest in this Court. Alternatively, the Court concluded that even if the unclean hands doctrine did not apply, summary judgment in the Buckinghams’ favor was nonetheless warranted on the MUFCA counts. On Count I, the Court found that no reasonable trier of fact could view the sale of the JDB policies as fraudulent because the sale was “done for fair consideration and thus is not a fraudulent conveyance as a matter of law.” On Counts II through V, each as pertaining to a change of beneficiary status, the Court held that the alleged wrongful conduct fell outside the purview of MUFCA.

The Court concluded that MUFCA, by its terms, only applied to “conveyances,” defined as “includ[ing] every payment of money, assignment, release, transfer, lease, mortgage, or pledge of tangible or intangible property, and also the creation of any lien or incumbrance.” Md. Code Ann., Com. Law § 15-201 (c) (emphasis added). Looking to the phrase “tangible or intangible property,” the Court reasoned that any “assignment, release, transfer, lease, [or] mortgage” must be a property interest to fall under this definition. Thus, and because Maryland common law suggested that a change in beneficiary status did not amount to a property interest, the Court held that the changes in beneficiary status here could not be a conveyance falling within the ambit of MUFCA.

As to Counts VI through VIII, the Court held that the Bank lacked standing to either prosecute a breach of fiduciary duty action against David or seek a declaratory judgment that the transfer of the John Hancock policies, or creation of the Blue Heron and Osprey Trusts were void ab initio. The Bank appealed the Court’s decision to the United States Court of Appeals for the Fourth Circuit. On February 21, 2019, the Fourth Circuit reversed and remanded Counts I through V (the MUFCA counts) and affirmed the grant of summary judgment on Counts VI through VIII. As to Counts I through V, the Fourth Circuit rejected the District Court’s application of the unclean hands doctrine.

The Fourth Circuit next concluded 7 that summary judgment was inappropriate as to the sale of the John Hancock policies forming the basis of the MUFCA claim in Count I because the disparity in sale price to the Trust versus the value of the accelerated death benefits created a genuine issue of disputed fact. As to Counts II through V, the Fourth Circuit directed that this Court on remand reconsider the propriety of summary judgment in light of “applicable Maryland estate and trust law and potentially applicable Maryland insurance law,” particularly whether David exceeded the scope of his power as guardian of John’s property under Md. Code Ann., Est. & Trusts § 15-102 (t) (identifying the powers of a guardian of the property as to life insurance policies) and whether Md. Code Ann., Ins. § 16-111 (d) (changing insurance beneficiary is “valid except for transfer with actual intent to hinder, delay, or defraud creditors”) should bear on the Court’s interpretation of MUFCA. As to the remaining counts, the Fourth Circuit affirmed the Court’s grant of summary judgment on Count VI because the Bank waived appellate review on this claim and on Counts VII and VIII which sought unavailable declaratory relief. On remand, both parties renewed their cross motions for summary judgment and briefed the applicability of Md. Code Ann., Est. & Trusts § 15-102 (t) and Md. Code Ann., Ins. § 16-111 (d).

This briefing clearly demonstrated to this Court that little, if any, guidance exists as to the applicability of such provisions, and thus, for this Court to follow the Fourth Circuit’s directive would amount to writing on a clean slate as to questions involving the interpretation of Maryland statutory and common law. (Citations omitted.) The District Court, citing the absence of controlling authority and upon the agreement of both parties, certified the following questions of law to this Court: 1) Whether the Maryland Uniform Fraudulent Conveyance Act, see Md. Code Ann., Com. Law §§ 15-201 et seq., which generally applies to “conveyances” made with the intent to hinder, delay, or defraud creditors, reaches a change in life insurance beneficiary particularly in light of Md. Code Ann., Ins. § 16-111 (d)? 2) Whether Md. Code Ann., Est. & Trusts § 15-102 grants a guardian of property the authority to change the beneficiaries of life insurance policies? 8 STANDARD OF REVIEW This Court has the power to “answer a question of law certified to it by a court of the United States . . . if the answer may be determinative of an issue in pending litigation in the certifying court and there is no controlling appellate decision, constitutional provision, or statute of this State.” CJ § 12-603. This Court may reformulate a certified question of law.

CJ § 12-604. However, when answering a certified question of law, “this Court’s statutorily prescribed role is to determine only questions of Maryland law, not questions of fact . . . . [And], we confine our legal analysis and final determinations of Maryland law to the questions certified.” Fangman v. Genuine Title, LLC, 447 Md. 681 , 690–91 (2016) (quoting Parler & Wobber v. Miles & Stockbridge, 359 Md. 671, 681 (2000)). Indeed, this Court “may go no further than the question certified.” Price, 462 Md. at 147 (quoting AGV Sports Grp., Inc. v. Protus IP Sols., Inc., 417 Md. 386 , 389 n.1 (2010)). DISCUSSION Under the facts presented, the District Court asked this Court to address two matters of first impression—whether a change in life insurance beneficiary constitutes a conveyance under MUFCA and whether a guardian of property has the authority to make a change of beneficiary for a life insurance policy of the ward.

For the following reasons, we answer the first question in the affirmative and the second question in the negative. 9 A. First Certified Question: A Change of Life Insurance Beneficiary Constitutes a Conveyance Under the Maryland Uniform Fraudulent Conveyance Act. 1. Parties’ Contentions. The appellant, the Bank, contends that a change in the beneficiary designation of a life insurance policy may constitute a fraudulent conveyance and therefore may support an action under MUFCA. The Bank draws this conclusion in reliance on its interpretation of the text of MUFCA, particularly CL § 15-201(c), that states, “‘[c]onveyance’ includes every payment of money, assignment, release, transfer, lease, mortgage, or pledge of tangible or intangible property, and also the creation of any lien or incumbrance.” The Bank further relies on the statutory relationship between MUFCA and Maryland’s insurance statute to reach this conclusion, specifically IN § 16-111(d), that states “[a] change of beneficiary, assignment, or other transfer is valid except for transfer with actual intent to hinder, delay, or defraud creditors.” The appellees, the Buckinghams, contend that a change of the beneficiary designation of a life insurance policy does not amount to a conveyance and therefore cannot give rise to a claim under MUFCA.

The Buckinghams assert that this Court’s precedent establishes that the status of a beneficiary is merely an expectancy instead of a property interest and thus cannot be reached by a narrower reading of CL § 15-201(c). The Buckinghams further argue that life insurance proceeds are exempt from the claims of creditors under Maryland law and that the language of IN § 16-111 does not imply a right of action under MUFCA. 10 The parties offer competing interpretations of the definition of “conveyance” found in CL § 15-201(c). First, the Buckinghams assert that the language of the statute presents three broad categories of conveyances consisting of: (1) a payment of money; (2) an assignment, release, transfer, lease, mortgage, or pledge of tangible or intangible property; and (3) the creation of a lien or incumbrance. The Bank rejects this reading of the statute and instead urges the Court to read the language disjunctively—i.e. a conveyance may consist of any of the following: (1) a payment of money; (2) an assignment of something; (3) a release of something; (4) a transfer of something; (5) a lease of something; (6) a mortgage; (7) a pledge of tangible or intangible property; or (8) the creation of a lien or incumbrance.

Thus, under the Bank’s interpretation, a change in beneficiary is encompassed by the term “transfer” in CL § 15-201(c) as a transfer of the right to receive insurance proceeds from one individual to another. Additionally, the Buckinghams argue that “includes,” particularly when followed by the word “every” as provided in the definition of “conveyance” in CL § 15-201(c), is a word of limitation indicating an inclusive list of all possible categories of conveyance. By contrast, the Bank urges us to read “includes” as a word of illustration indicating a list of potential examples without an “express outer limit.” 2. Plain Language Analysis of CL § 15-201.

In engaging in statutory interpretation, “this Court’s primary goal is to ascertain the purpose and intention of the General Assembly when they enacted the statutory provisions.” Town of Forest Heights v. Maryland-Nat’l Capital Park and Planning Comm’n, 463 Md. 469, 478 (2019) (citing Washington Gas Light Co. v. Maryland Pub. 11 Serv. Comm’n, 460 Md. 667, 682 (2018)). In determining the General Assembly’s intent, we must first look to the natural and ordinary meaning of the language. Fangman, 447 Md. at 691 .

We read the “statute as a whole to ensure that no word, clause, sentence or phrase is rendered surplusage, superfluous, meaningless or nugatory.” Town of Forest Heights, 463 Md. at 478 (quoting Brown v. State, 454 Md. 546, 551 (2017)). “If the words of the statute, construed according to their common and everyday meaning, are clear and unambiguous and express a plain meaning, we will give effect to the statute as it is written.” Fangman, 447 Md. at 691 (citations and brackets omitted in the original). Lastly, “statutory construction is approached from a ‘commonsensical’ perspective. Thus, we seek to avoid constructions that are illogical, unreasonable, or inconsistent with common sense.” Della Ratta v. Dyas, 414 Md. 556, 567 (2010). The following definitions for the statutory language in MUFCA are provided at CL § 15-201: (a) In this subtitle the following words have the meanings indicated.

(b) (1) “Assets” means property of a debtor not exempt from liability for his debts. (2) “Assets” includes any property to the extent that the property is liable for any debts of a debtor. (c) “Conveyance” includes every payment of money, assignment, release, transfer, lease, mortgage, or pledge of tangible or intangible property, and also the creation of any lien or incumbrance. (d) “Creditor” means a person who has any claim, whether matured or unmatured, liquidated or unliquidated, absolute, fixed, or contingent.

(e) “Debt” includes any legal liability, whether matured or unmatured, liquidated or unliquidated, absolute, fixed, or contingent. (Emphasis added.) 12 We begin our plain language analysis by considering the parties’ alternative interpretations of the word “includes” in CL § 15-201(c). We note that “a provision is not interpreted in isolation. Rather, we analyze the statutory scheme as a whole and attempt to harmonize provisions dealing with the same subject so that each may be given effect.” Kushell v. Dep’t of Nat.

Res., 385 Md. 563, 577 (2005) (citing Deville v. State, 383 Md. 217, 223 (2004)). Here, we look to the entirety of CL § 15-201 to ascertain the intent of the General Assembly. Notably, “includes” appears in three provisions of this definitional subsection of MUFCA, and “means” appears twice. Specifically, in analyzing the definition of “assets” in CL § 15-201(b)(1) and (2), we determine that the two words—“includes” and “means”—cannot be used interchangeably as the Buckinghams assert.

CL § 15-201(b)(1) states, “‘[a]ssets’ means property of the debtor not exempt from liability for his debts.” (Emphasis added.) By contrast, CL § 15-201(b)(2)—directly following—states, “‘[a]ssets’ includes any property to the extent that the property is liable for any debts of a debtor.” (Emphasis added.) Reading these two provisions side by side, it is apparent to us that the General Assembly intended to use “means” as a limiting term and “includes” as a contrasting and, therefore, illustrative term.5 The General Assembly has provided meanings for certain words throughout the code and “includes” or “including” are within 5 We acknowledge that “includes” is only modified by “every” once in this subsection. However, we reject the argument that “includes every . . .” is synonymous with “means.” It is well established that the “General Assembly is presumed to have meant what it said and said what it meant.” Bellard v. State, 452 Md. 467, 481 (2017) (quoting Wagner v. State, 445 Md. 404, 418 (2015)). If the General Assembly desired to communicate an identical meaning in these instances, it would have utilized consistent terminology. 13 this list defined as: “‘[i]ncludes’ or ‘including’ means includes or including by way of illustration and not by way of limitation.” Md. Code (2014, 2019 Repl. Vol.), General Provisions § 1-110.

Consequently, we find that in CL § 15-201(c) the word “includes” is used to indicate several examples of potential conveyances as opposed to signaling an inclusive list of all potential conveyances to follow. Our interpretation is reinforced by the language defining “conveyance” in CL § 15-201(c). The Buckinghams urge us to read this provision as three separate categories of conveyances, the first pertaining to money, the second to property, and the third to liens or incumbrances. To support this reading, the Buckinghams assert the qualifying phrase—“of tangible or intangible property”—modifies each term in the preceding list, including “assignment,” “release,” “transfer,” “lease,” “mortgage,” and “pledge.” However, we reject the Buckinghams’ reading of CL § 15-201(c) because it fails to give weight to the “generally recognized rule of statutory construction that a qualifying clause ordinarily is confined to the immediately preceding words or phrase—particularly in the absence of a comma before the qualifying phrase.” Md. Dep’t of the Env’t v. Underwood, 368 Md. 160 , 175–76 (2002) (quoting Sullivan v. Dixon, 280 Md. 444, 451 (1977)).

Here, the qualifying phrase—“of tangible or intangible property”—is not set off by commas, and therefore it only modifies the immediately preceding term “pledge.” Next, we note the use of the conjunction “or” between “mortgage[]” and “pledge” and the absence of a conjunction between “money[]” and “assignment.” As written, the provision contains one long string of terms leading up to the disjunctive “or,” with no grammatical or structural indication given that a “payment of money” should be held apart 14 from the grouping of “assignment, release, transfer, lease, mortgage, or pledge.” Accordingly, it would be inconsistent to give one meaning to “payment of money” (i.e. it is a stand-alone term) and another meaning to the rest of the terms (i.e. each are subject to the qualifying phrase). Instead, we find the consistent use of commas here without the presence of a conjunction to mean each item in the string of terms is to be read disjunctively. Thus, after a detailed review of the plain language of CL § 15-201, we conclude that the use of the term “includes” and the disjunctive nature of the language in CL § 15-201(c) demonstrate the purpose of the General Assembly to provide illustrative examples of conveyances without any intent to limit the phrase “transfer” to “tangible or intangible property.” Therefore, the transfer of the right to receive insurance proceeds from one individual to another by altering the beneficiary designation