Washington Mutual Bank v. Homan

DAVIS, J. On January 29, 2008, appellees, Susie M. Horman and Janice T. Kruger, filed a multi-count complaint in the Circuit Court for Montgomery County against several defendants, including appellant, Washington Mutual Bank. Count Three of appellees’ complaint asked the circuit court to nullify a conveyance of property from Homes by New Century, LLC (HBNC), to Edward Moriarty, 1 HBNC’s sole member, and declare void all subsequent interests based on this conveyance, including a deed of trust granted by Moriarty to appellant. Count Two of ³⁷⁸ the complaint requested the court to issue an order to quiet title to the property by determining that appellees had superi- or equitable and legal title to the property over all other defendants 2 in the action and ordering the release of all associated liens and encumbrances. On June 26, 2008, appellees filed a motion for partial summary judgment as to Counts Two and Three of the complaint.

Appellant opposed appellees’ motion and filed a cross motion for summary judgment on July 14, 2008. Additionally, on July 18, 2008, appellant filed cross claims against HBNC and Moriarty. On August 21, 2008, the circuit court granted partial summary judgment in favor of appellees, nullifying the conveyance of property from HBNC to Moriarty and ordering HBNC to convey legal title to appellant, free and clear of any claims of the named defendants in the lawsuit. The court denied appellant’s cross motion for summary judgment.

Appellant appeals 3 from this August 21, 2008 order, pursuant to § 12-303(3)(v) of the Courts and Judicial Proceedings Article 4 and ³⁷⁹ presents two questions for our review, 5 which we have rephrased and reorganized as follows: I. Did the circuit court err by granting appellees’ motion for partial summary judgment when the motion was not supported by an affidavit made upon personal knowledge of the affiant?

II

Did the circuit court err by granting appellees’ motion for partial summary judgment and extinguishing appellant’s deed of trust to the property?

III

Did the circuit court err by granting summary judgment on appellees’ quiet title claim?

IV

Did the circuit court err by denying appellant’s motion for summary judgment? For the reasons that follow, we answer the first question in the negative and the second and third questions in the affirmative. Thus, we reverse the judgment of the circuit court awarding summary judgment in favor of appellees and remand for further proceedings consistent with this opinion. As to the fourth question, we hold that the circuit court’s denial of appellant’s summary judgment motion is not appealable.

Accordingly, we dismiss appellant’s challenge to the denial of its cross motion for summary judgment. FACTUAL & PROCEDURAL BACKGROUND The material facts of this case are largely undisputed. On March 29, 2004, appellees entered into a contract with HBNC ³⁸⁰ to purchase property located at 11222 Valley View Avenue in Kensington, Maryland (the Property), at a purchase price of $658,450. The contract obligated HBNC to build a new home on the Property and convey the Property to appellees by a settlement date of September 30, 2004. 6 Over the course of several months past the scheduled settlement date, however, HBNC postponed the final settlement date due to purported financial problems.

On April 12, 2007, appellees filed suit against HBNC (original lawsuit) in the Circuit Court for Montgomery County, requesting that the court order specific performance on the contract. Appellees further filed a notice of lis pendens in the circuit court on the following day. 7 On October 15, 2007, the circuit court awarded summary judgment in favor of appellees, appointing a trustee to facilitate the transfer of the Property, setting the settlement price at $556,087.33 and ordering that settlement on the Property take place within ninety days of the order. Unbeknownst to appellees or the court, HBNC had already conveyed the Property in consideration of the sum of ten dollars to HBNC’s managing member, Moriarty, by way of a quitclaim deed acknowledged on August 11, 2006-approxi-mately eight months before appellees filed the original law suit. The quitclaim deed was accompanied by an “Affidavit of Termination of [HBNC],” in which Moriarty attested that ³⁸¹ HBNC conveyed its entire interest in the Property to Moriarty as the “sole owner” of HBNC and that, as a result of this conveyance, HBNC “has been terminated.” Appellant, on the same day, extended a loan of $625,000 to Moriarty, which was secured by a deed of trust on the Property. 8 Neither the deed of trust nor the quitclaim deed, however, was recorded in the Montgomery County land records until December 14, 2007, or (1) more than one year and four months after the deed of trust was granted to appellant and (2) more than two months after the circuit court ordered HBNC, in the original lawsuit, to convey the property to appellees.

Appellant doggedly maintains that it did not know—and had no way of knowing—of the existence of the sales contract between HBNC and appellees when Moriarty granted the deed of trust to appellant. Appellees never recorded their sales contract among the land records, nor, as noted, did they file suit against HBNC until April 12, 2007-more than eight months after appellant secured its deed of trust on the Property. Appellees, for their part, maintain that they only became aware of appellant’s deed of trust, as well as several liens and encumbrances against the Property, on December 21, 2007, when they performed a title search in preparation for the settlement scheduled to take place, pursuant to the order issued in the original lawsuit. According to appellees, at no time during the litigation of the original lawsuit did Moriarty disclose the existence of appellant’s deed of trust.

In addition, despite the affirmation HBNC made as to its termination in the “Affidavit of Termination of [HBNC],” discussed supra, HBNC appeared as a party in the original lawsuit. Appellees filed the instant action against appellant, Moriarty, HBNC and other defendants asserting liens on the Property to establish appellees’ superior equitable and legal title to the Property, enjoin appellant from foreclosing upon the Prop ³⁸² erty, void the conveyance of the Property by HBNC to Moriarty, void any interests acquired in the Property subsequent to the conveyance of the Property from HBNC to Moriarty and release all liens and encumbrances on the Property. Particularly material to this appeal are the allegations set forth in Counts Two and Three of the complaint. Count Two was set forth as follows: COUNT TWO (Quiet Title) 54. [Appellees] adopt paragraphs 1-53 above as though fully set forth herein. 55.

This action is brought pursuant to Md.Code Ann. Real Prop. § 14-108. 56. [Appellees] have equitable title to the Property by virtue of the Contract, dated March 29, 2004, and their Notice of Lis Pendens filed April 13, 2007. 57. Before [appellees] could purchase the Property, and without [appellees’] knowledge or consent, Defendant HBNC, through its managing member, Defendant Edward Moriarty, fraudulently transferred its entire interest in the Property to Defendant Edward Moriarty in his individual capacity as sole owner. 58. After the fraudulent transfer, Defendant HBNC and/or Defendant Edward Moriarty, encumbered the Property with various liens, encumbrances, and other matters affecting title to the Property. 59. As a result of the actions of Defendant HBNC and Defendant Edward Moriarty, and the various liens and/or encumbrances affecting title to the Property as set forth above, [appellees’] sole interest in the Property has been denied and/or is in dispute. 60.

Without an order of this Court quieting title, [appellees] are unable to acquire unencumbered, good and marketable title to the Property. ³⁸³ 61. [Appellees] have equitable title in the Property and superior lien rights to the Property pursuant to Md.Code Ann., Real Prop., § 3-201, et seq. because they entered into the Contract on March 29, 2004 to purchase the Property, and because they filed their Notice of Lis Pendens on or about April 13, 2007. WHEREFORE, [appellees] respectfully request that this Honorable Court enter judgment to Quiet Title to the Property determining that [appellees] have superior equitable and legal title in the Property over all defendants in this action, order the immediate release of all liens/encumbrances to the Property, order the Property immediately to convey to [appellees] without any liens/encumbrances, within no later than forty[-five] (45) days from the date of the order pursuant to the terms set forth in Judge Boynton’s October 15, 2007 Order in the Underlying Case, and provide for such other relief as this Honorable Court deems just and proper. Count Three mirrored, in many respects, the relief requested in Count Two: COUNT THREE (Complaint to Nullify Fraudulent Conveyance—Defendant HBNC and Defendant Edward Moriarty) 62. [Appellees] adopt paragraphs 1-61 above as though fully set forth herein. 63. On March 29, 2004, [appellees] entered into the Contract with Defendant HBNC to purchase the Property. 64.

On or about August 11, 2006, and without [appellees’] knowledge or consent, Defendant HBNC, through its “alter ego” and managing member, Defendant Edward Moriarty, fraudulently conveyed its entire interest in the Property to Defendant Edward Moriarty in his individual capacity as sole owner. Defendant HBNC and Defendant Edward Moriarty did so in an attempt to defraud [appellees] and to prevent them from being able to acquire their contracted for property. ³⁸⁴ 65. After the fraudulent conveyance, Defendant HBNC and/or Defendant Edward Moriarty, encumbered the Property with various liens, encumbrances, and other matters affecting title to the Property. 66. The transfer from Defendant HBNC to Defendant Edward Moriarty in his individual capacity as sole owner, and the encumbrances subsequent thereto, were fraudulent and has prevented [appellees] from acquiring unencumbered, good and marketable title to the Property.

WHEREFORE, [appellees] respectfully request that this Honorable Court set aside the August 11, 2006 conveyance of the Property from Defendant HBNC to Defendant Edward Moriarty in his individual capacity as sole owner and declare all subsequent interests based on this conveyance as void; determine that [appellees] have superior equitable and legal title in the Property over the Defendants; order the immediate release of all liens/encumbrances to the Property; order the Property [sic] to immediately convey to [appellees] without any liens/encumbrances; and provide such other and further relief as this Honorable Court deems just and proper. On February 26, 2008, the court, upon consent of the parties, issued a preliminary injunction enjoining the defendants, including appellant, from selling, conveying, encumbering or foreclosing upon the Property until further order of the court. On June 26, 2008, appellees moved for partial summary judgment on Counts Two and Three of their complaint. Appellees contended that they obtained equitable title to the Property when the sales contract was executed.

Relying heavily on the decision of the Court of Appeals in Himmighoefer v. Medallion, 802 Md. 270 , 487 A.2d 282 (1985), appellees further asserted that any other interest in the Property acquired by appellant, subsequent to the execution of appellees’ sales contract with HBNC, could not affect their right to acquire legal title to the Property. In appellees’ view, because HBNC was obligated to transfer legal title to the Property to ³⁸⁵ them, appellant’s August 11, 2006 deed of trust conveyed no legally cognizable interest in the Property. Appellant opposed appellees’ motion for partial summary judgment, arguing that it was “based upon a misunderstanding of Maryland real property law.” In its cross motion for summary judgment as to all counts, it set forth the same grounds upon which it based its opposition to appellees’ motion, asserting that it occupied the role of a bona fide lender for value without notice as to the sales contract between appellees and HBNC and specifically placing great weight on the fact that Moriarty granted the deed of trust to appellant well before appellees filed the original lawsuit. Appellant therefore acquired title, it deduces, free and clear of appellees’ competing claim to title.

In addition, appellant, citing to § 3-201 of the Real Property Article, 9 argued that, although the deed of trust was only recorded on December 14, 2007, once it was recorded, it became effective as of the date of its delivery or acknowledgment, which was August 11, 2006, “months before [appellees] provided constructive notice to the world of their claim to the Property by filing the Original Lawsuit on April 12, 2007.” Appellant asserts that the Himmighoefer decision protects a contract purchaser from judgments entered against the seller after the contract is executed and not, as in the case of the instant appellees, as against the conveyance of property to a bona fide purchaser or lender for value that takes title without notice of the existing contract. Thus, according to appellant, even if the court were to void the conveyance from HBNC to Moriarty, appellant’s mortgage against the Property was enforceable and superior to appellees’ claim of equitable title as contract purchasers. Appellant further alleged that appellees’ motion was defective because it was not accompanied by an affidavit attesting that the facts contained therein were based upon the personal knowledge of the affiant. Finally, appellant asserted that ³⁸⁶ appellees’ claim to quiet title was legally deficient because appellees failed to allege actual or constructive possession of the Property, pursuant to R.P. § 14-108.

The circuit court, in granting summary judgment to appellees, opined: All right. Well, as I say it’s a real interesting set of facts, and we try to consider all of that. I think, frankly, that [appellant ] sat on its rights by not recording its security interest. And I think [appellant] was on notice to, you know, certainly had an obligation to follow up and see, you know, why it was that they didn’t get a recorded deed of trust back from somebody.

It took them a year and a half to record that and to record the deed. Somebody should have followed up on that file to see where those instruments ivere and had they been recorded, because Maryland is a notice jurisdiction. And, while the purchasers didn’t have an obligation to record their contract, the fact is that they did have a lawsuit that they filed, albeit it after, apparently, an arrangement was made with [appellant], but they weren’t on notice of that. And [appellant] was on record notice if someone had run the title, and, you know, before their deed was recorded it would have been clear.

You know, this lawsuit would have shown up and the court order would have shown up. If [appellant] had recorded its interest back in August of '06, there’s no question in my mind that they loould have been secure and they would have had priority, but I think by not recording it until '07, I think they ‘re stuck with what happens in between, and that is that there’s been an intervening court order affecting this property based on the lawsuit. So, I am going to order that summary judgment be entered. I don’t think there’s a genuine dispute as to a material fact with regard to the equitable title and the conveyance.

What I am going to do, though, is I’m going to spell out in the order that the proceeds are to be deposited ³⁸⁷ into the Registry of Court subject to determination of the respective interests of the defendants. So, I’m going to sign the order to that effect. So, I’m going to grant the motion for partial summary judgment. And I realize that Mr. Moriarty is basically the wrongdoer here who ultimately, I guess, everybody has to look to to figure out, you know, how all this thing went down.

But everybody who deals with him and transacts business, you know, is bound by the notice requirements that would apply, and they’re kind of stuck with where they fall under that priority. (Emphasis added). The court ultimately issued an order, entered on August 26, 2008, that (1) granted appellees’ motion for partial summary judgment on Counts Two and Three of their complaint; (2) declared that appellees held equitable title to the Property; (3) nullified the August 11, 2006 conveyance of the Property from HBNC to Moriarty; (4) specified that HBNC held legal title to the Property in trust for appellees; and (5) mandated that the Property “be conveyed from Defendant HBNC to [appellees] free and clear of any claims of Defendants in this lawsuit and pursuant to the terms of this Court’s October 15, 2007 order in Susie Homan, et. al, v. Homes by New Century, et. al civil number 281632.” The court further ordered that any net proceeds of the sale pursuant to the contract were to be paid into the registry of the court, where they would be held pending a determination of the competing claims of the defendants, including any claims by appellant. STANDARD OF REVIEW A trial court may grant summary judgment where the motion for summary judgment, and any opposition thereto, establish that there is no dispute as to any material fact and that the party in whose favor judgment is entered is entitled to judgment as a matter of law.

Md. Rule 2—501(f). A trial ³⁸⁸ court’s disposition of summary judgment motions is subject to de novo review on appeal. Property & Casualty Ins. Guar.

Corp. v. Yanni, 397 Md. 474, 480 , 919 A.2d 1 (2007); Standard Fire Ins. Co. v. Berrett, 395 Md. 439, 450-51 , 910 A.2d 1072 (2006). “ ‘The standard of appellate review, therefore, is whether the trial court was legally correct.’ ” Remsburg v. Montgomery, 376 Md. 568, 579 , 831 A.2d 18 (2003) (quoting Williams v. Mayor & City Council of Baltimore, 359 Md. 101, 114 , 753 A.2d 41 (2000) (citations omitted)). Where there are no material facts in dispute, we must determine if summary judgment was properly entered as a matter of law. Property & Casualty Ins.

Guar. Corp., 397 Md. at 480-81 , 919 A.2d 1 ; Standard Fire Ins. Co., 395 Md. at 451 , 910 A.2d 1072 . On appeal from the entry of summary judgment, we review “ ‘only the grounds upon which the trial court relied in granting summary judgment.’ ” Property & Casualty Ins.

Guar. Corp., 397 Md. at 480-81 , 919 A.2d 1 (quoting Standard Fire Ins. Co., 395 Md. at 450 , 910 A.2d 1072 ) (citations omitted); Lovelace v. Anderson, 366 Md. 690, 695 , 785 A.2d 726 (2001); Garval v. City of Rockville, 177 Md.App. 721, 728 , 938 A.2d 51 (2007). However, “ ‘if the alternative ground is one upon which the circuit court would have had no discretion to deny summary judgment, summary judgment may be granted for a reason not relied on by the trial court.’ ” Ragin v. Porter Hayden Co., 133 Md.App. 116, 134 , 754 A.2d 503 (2000) (citations omitted). “When a motion is based solely upon ‘a pure issue of law that could not properly be submitted to a trier of fact,’ then ‘we will affirm on an alternative ground.’ ” Id.

(quoting Davis v. Goodman, 117 Md.App. 378 , 395 n. 3, 700 A.2d 798 (1997)). LEGAL ANALYSIS Appellant raises a number of challenges to the circuit court’s rulings with respect to the parties’ motions for summary judgment. We address those challenges seriatim. We begin by observing that there is no dispute about the following material facts: (1) appellees entered into a sales contract with ³⁸⁹ HBNC for the Property on March 29, 2004; (2) HBNC subsequently conveyed the property, by quitclaim deed, to Moriarty; (3) Moriarty granted appellant a deed of trust to the Property on August 11, 2006; (4) appellees filed the original lawsuit on April 12, 2007; (5) appellees obtained judgment in that original lawsuit on October 15, 2007; (6) appellant recorded the deed of trust in the Montgomery County land records on December 14, 2007; and (7) appellees became aware of the existence of the recorded deed of trust around December 21, 2007, prior to settlement on the Property.

I Affidavit Requirement Appellant argues that the circuit court erred by granting appellees’ motion for partial summary judgment even though the motion was “not supported by affidavits made on personal knowledge.” Although appellees’ summary judgment motion was accompanied by a copy of their Verified Complaint, which included documents signed by both appellees stating, “I do solemnly declare and affirm under the penalties of perjury that the above statements are true to the best of my knowledge, information and belief,” that statement, according to appellant, was insufficient to satisfy the affidavit requirement of a motion for summary judgment. We hold that, under the circumstances of this case, appellees were not required to support their summary judgment motion by affidavit. We explain. Maryland Rule 2-501 provides, in pertinent part: (a) Motion.

Any party may make a motion for summary judgment on all or part of an action on the ground that there is no genuine dispute as to any material fact and that the party is entitled to judgment as a matter of law. The motion shall be supported by affidavit if it is (1) filed before the day on which the adverse party’s initial ³⁹⁰ pleading or motion is filed or (2) based on facts not contained in the record. * * * (c) Form of affidavit. An affidavit supporting or opposing a motion for summary judgment shall be made upon personal knowledge, shall set forth such facts as would be admissible in evidence, and shall show affirmatively that the affiant is competent to testify to the matters stated in the affidavit. (Emphasis added).

The moving party is always required “to support his [or her] various contentions by placing before the court facts that would be admissible in evidence or otherwise detailing the absence of evidence in the record to support a cause of action.” Bond v. Nibco, Inc., 96 Md.App. 127, 134 , 623 A.2d 731 (1993) (citing Washington Homes, Inc. v. Interstate Land Dev. Co., Inc., 281 Md. 712, 716 , 382 A.2d 555 (1978)). A moving party need not support its motion by affidavit unless it is filed before the day on which the adverse party’s initial pleading or motion is filed, or unless the motion is “based on facts not contained in the record or papers on file in the proceeding.” Id. at 134-35, 623 A.2d 731 ; see also Md. Rule 2—311(d) (providing that a motion based on facts not contained in the record shall be supported by affidavit and accompanied by any papers on which it is based). Appellees’ Verified Complaint, filed on January 29, 2008, discussed and attached copies of (1) the sales contract between appellees and HBNC; (2) the October 15, 2007 order issued by the court in the original law suit; (3) the August 11, 2006 quitclaim deed; and (4) the affidavit of termination.

Appellant did not dispute the legality or validity of any of these documents; in fact, appellant conceded, in its opposition to appellees’ summary judgment motion, that these facts were undisputed. The Verified Complaint, along with its attachments and signed verified statements described sivpra, was attached as an exhibit to appellees’ motion for summary ³⁹¹ judgment. Appellees further attached a copy of the deed of trust granted by Moriarty to appellant, the existence of which appellant never disputed. Appellees’ pleading, and the documentary support for the facts alleged therein, were part of the record and placed before the court the facts upon which appellees’ motion for summary judgment was based.

Accordingly, appellees were not required to submit an additional affidavit supporting their motion for summary judgment. See, e.g., Washington Homes, 281 Md. at 718-19 , 382 A.2d 555 (holding that the facts as admitted through pleadings and documents placed before the court were sufficient to support a party’s summary judgment motion); Cf. Vanhook v. Merchants Mut. Ins.

Co., 22 Md.App. 22, 27 , 321 A.2d 540 (1974) (explaining that “facts alleged in a pleading are not, by that means alone, before the court as facts for summary judgment” where they represent “mere allegations”). 10 We perceive no error. II Enforceability of Appellant’s Deed of Trust Appellant argues that the court’s order, which had the effect of voiding appellant’s deed of trust, was premised on an erroneous understanding of Maryland real property law. Appellant emphasizes that its interest in the Property, conveyed by the deed of trust, is deserving of the protections extended to bona fide purchasers for value without notice of preexisting equities on a property, because this interest was acquired before appellees filed the original lawsuit. According to appellant, the fact that the deed of trust was ultimately recorded after the original lawsuit was resolved does not vitiate appellant’s protected status as a bona fide lender or mortgagee for value vis-a-vis appellees, the contract purchasers, nor does it ³⁹² change the date upon which the deed of trust became effective, pursuant to R.P. § 3-201.

Appellees counter that they obtained equitable title to the Property when the sales contract with HBNC was executed, which could not be impaired by HBNC subsequent to the contract. Appellees further challenge appellant’s application of R.P. § 3-201, arguing that appellant’s logic conflicts with the purpose of Maryland’s recording statute, which is intended to provide notice regarding prior conveyances of—or encumbrances on—real property. The circuit court ultimately awarded summary judgment on the grounds that appellees’ lawsuit, and the resulting court order awarding appellees legal title to the Property, occurred before appellant recorded its deed of trust, giving appellees a priority claim to the Property. This determination was legally incorrect.

As the framework for our conclusion, we first delineate the nature of appellees’ and appellant’s interest in the Property. A Equitable Title Under the doctrine of equitable conversion, a purchaser of land under a sales contract acquires equitable title to the property. Standard Fire Ins. Co., 395 Md. at 454 , 910 A.2d 1072 ; Knight v. Princess Builders, 393 Md. 31, 49 , 899 A.2d 156 (2006); Watson v. Watson, 304 Md. 48, 60 , 497 A.2d 794 (1985); Himmighoefer, 302 Md. at 279 , 487 A.2d 282 (citing Stebbins-Anderson Co. v. Bolton, 208 Md. 183 , 117 A.2d 908 (1955)); Kingsley v. Makay, 253 Md. 24, 27 , 251 A.2d 585 (1969).

Legal title to the property remains with the seller and “does not pass, other than by operation of law, until a deed is properly executed and recorded.” Kingsley, 253 Md. at 27 , 251 A.2d 585 . See also R.P. § 3-101(a) (“Except as otherwise provided in this section, no ... deed may pass or take effect unless the deed granting it is executed and recorded.”). Nonetheless, a purchaser of land, holding equitable title under the doctrine of equitable conversion, retains a signifi ³⁹³ cant interest in the enforcement of a land sales contract prior to obtaining legal title. Knight, 393 Md. at 49 , 899 A.2d 156 .

Consonant with that end, equitable title is deemed to be superior to a subsequent judgment against the seller: One result of the doctrine [of equitable conversion] is that a judgment entered against the vendor after the contract has been made does not become a lien on the realty. A vendor’s judgment creditor may not execute on the realty because the vendor, sometimes described as trustee for the purchaser, has a right to the balance of the purchase money but has no beneficial interest in the property. Equitable title is superior to a later judgment lien. See, e.g., Kingsley v. Makay, 253 Md. 24 , 251 A.2d 585 (1969) (recognizing rule and holding that judgment against original purchaser entered after original purchaser had assigned contract to buy did not establish lien on property); Caltrider v. Caples, 160 Md. 392 , 153 A. 445 (1931); Cramer v. Roderick, 128 Md. 422 , 98 A. 42 (1916); Valentine v. Seiss, 79 Md. 187 , 28 A. 892 (1894); Hampson v. Edelen, 2 H. & J. 64 (1807).

Watson, 304 Md. at 60 , 497 A.2d 794 . The Court of Appeals’ decision in Himmighoefer, upon which appellees heavily rely in support of their argument that the circuit court’s judgment in their favor was correct, reinforces the rule that equitable title is not subordinate to a subsequent judgment lien entered against the vendor. 11 302 Md. at 281 , 487 A.2d 282 . Furthermore, as appellees point out, the reasoning of Himmighoefer has been reaffirmed in ³⁹⁴ subsequent cases involving liens that judgment creditors sought to attach after the execution of a contract for the sale of real property. See, e.g., Wolf Org. v. Oles, 119 Md.App. 357, 368-69 , 705 A.2d 40 (1998); York Roofing Inc. v. Adcock, 333 Md. 158, 160, 170 , 634 A.2d 39 (1993).

Appellees also recognize, however, that there is a critical fact distinguishing Himmighoefer and other similarly-decided opinions from the facts of this case. Appellant does not claim an interest in the Property as a judgment creditor of the vendor or one seeking to establish a mechanic’s lien. Rather, appellant’s interest stems from having acquired a deed of trust to the Property after equitable title, but before legal title, passed to appellees. Appellant contends that it thus occupies the role of a bona fide purchaser for value with respect to the subject Property.

The Himmighoefer Court recognized this crucial distinction between judgment creditors and bona fide purchasers with regard to disputes involving prior existing equities in a property: “[A] judgment creditor is not in the position of a bona fide purchaser, and his [or her] claim is subject to prior, undisclosed equities. ‘He [or she] is neither in fact nor in law a bona fide purchaser, and must stand or fall by the real, and not the apparent rights of the defendant in the judgment.’ ” 302 Md. at 280 , 487 A.2d 282 (quoting Stebbins-Anderson Co., 208 Md. at 187-88 , 117 A.2d 908 (internal citations omitted)). Thus, our inquiry in this case cannot be based, as appellees argue, on an assumption that, because appellees obtained equitable title to the Property, appellant could acquire no interest in the Property. Rather, we must assess what protections, if any, are afforded to appellant under Maryland law regarding bona fide purchasers for value. B Bona Fide Purchaser for Value It is a “well-settled principle that one who purchases real property without notice of prior equities is protected as a bona fide purchaser for value.” Frederick Ward ³⁹⁵ Assocs. v. Venture, Inc., 99 Md.App. 251, 256 , 636 A.2d 496 (1994).

In People’s Banking Co. v. Fidelity & Deposit Co., 165 Md. 657, 664 , 170 A. 544 (1934), the Court of Appeals explained that the essential elements of any definition of an “innocent purchaser” [ 12 ] are: (a) That he [or she] must have given value for the property; (b) that he [or she] must have dealt in good faith with respect to the purchase; and (c) without notice or knowledge of any infirmity in the title of his [or her] vendor. In Bourke v. Krick, 304 F.2d 501, 504 (4th Cir.1962), the United States Court of Appeals for the Fourth Circuit explained that, under Maryland law, “legal title to land does not pass until a deed is properly executed and recorded, and .., until this is done a vendee’s equity in property is subject to destruction by a conveyance of the legal title to a bona fide purchaser without notice.” See also Price v. McDonald, 1 Md. 403, 414 (1851) (“an equitable claim ... will be enforced in a court of equity, except against a bona fide purchaser without notice”) (citations omitted). Stated alternatively, [t]he general rule is that a purchaser of real estate takes subject to outstanding equitable interests in the property, which are enforceable against him [or her] to the same extent they are enforceable against the vendor, where the purchaser is not entitled to protection as a bona fide purchaser, and one who purchases the equitable title to real estate is not protected as a bona fide purchaser where he [or she] receives notice of a prior equity before he [or she] acquires the legal title; or where he [or she] receives notice before he [or she] has paid all or substantially all of the purchase price. ³⁹⁶ Westpark, Inc. v. Seaton Land Co., 225 Md. 433, 450 , 171 A.2d 736 (1961) (internal citations omitted). See Leet v. Totah, 329 Md. 645, 663-64 , 620 A.2d 1372 (1993) (emphasizing that notice destroys bona fide purchaser for value status); Lewis v. Rippons, 282 Md. 155, 162 , 383 A.2d 676 (1978) (“Where a grantee accepts conveyance of property with actual knowledge that there has been a prior sale of part of that property, he [or she] is not a bona fide purchaser, notwithstanding the fact that the prior deed was not recorded.”) (citations omitted); see also Julian v. Buonassissi, 183 Md.App. 678, 696 , 963 A.2d 234 (2009) (“the title of a bona fide purchaser, without notice of defects, is not vitiated even though a fraud was perpetrated by his [or her] vendor upon a prior title holder”) (citation omitted).

Maryland cases have treated lenders who secure their interests with a mortgage or deed of trust as entitled