Windesheim v. Larocca

ADKINS, J. In 2006 and 2007, Respondents, three married couples (collectively, “Borrowers”) 1 , obtained home equity lines of credit (“HELOCs”) from Petitioners, PNC Mortgage, a division of PNC Bank, N.A. (“PNC”), and its loan officer, Suzanne Scales Windesheim (collectively, ‘Windesheim and her Employer” or “Petitioners”). Borrowers allege that these HELOC transactions were part of an elaborate “buy-first-sell-later” mortgage fraud arrangement carried out by Petitioners and numerous other Defendants. 2 In December 2011, Borrowers filed a puta ³²⁰ tive class action lawsuit in the Circuit Court for Howard County, alleging numerous causes of action including, but not limited to, fraud, conspiracy, and violations of Maryland consumer protection statutes. In this case, we consider whether the Court of Special Appeals erred in reversing the Circuit Court’s grant of summary judgment for Windesheim and her Employer.

FACTS AND LEGAL PROCEEDINGS 3 Because the facts of this case are somewhat complex, we review them in stages. Borrowers Encouraged to “Buy-First-Sell-Later” In 2006 and 2007, Borrowers became interested in selling their current homes and purchasing new homes. Borrowers contracted with Realtor Defendants 4 to represent them in the real estate transactions. Realtor Defendants advised and encouraged Borrowers to “buy-first-sell-later,” meaning Borrowers would use HELOCs to extract equity from their current homes that they could use to purchase new homes before their current homes were sold.

By extracting the equity in their current homes, Borrowers could make offers to purchase new homes that were not contingent on the sale of their current homes. These non-contingent offers would be more attractive to potential sellers. Realtor Defendants assured Borrowers that a “buy-first-sell-later” plan was “common and appropriate.” ³²¹ Borrowers Referred To Michelle Mathews At Prosperity Mortgage To effectuate the buy-first-sell-later arrangement, Realtor Defendants advised Borrowers to simultaneously apply for two mortgage loans — a “bridge financing” HELOC against then-current homes and a primary residential mortgage for their new homes. To facilitate these lending transactions, Realtor Defendants referred Borrowers to Michelle Mathews, a loan officer with Prosperity Mortgage Company (“Prosperity”) 5 who worked out of the same office location as Realtor Defendants.

Mathews told Borrowers that bridge loan financing was a “common lending tool at Prosperity.” Borrowers provided accurate financial information to Mathews for the purpose of qualifying to purchase their new homes. After obtaining Borrowers’ financial information and preparing mortgage applications, Mathews created Mortgage Approval Letters stating that Borrowers were pre-approved for primary residential mortgages for their new homes that were not contingent upon the sale of their current homes. In reality, without selling their current homes, Borrowers did not have sufficient funds to be approved for their new primary residential mortgages. National City, Not Prosperity, Provided The HELOCs Borrowers believed at all times that Mathews was processing the HELOCs through Prosperity.

Because loan underwriting standards would not permit Prosperity to approve a HELOC secured by a home intended for sale, Mathews had to get National City Mortgage (“National City”), 6 a separate mortgage lender, to provide the HELOCs. Unbeknownst to ³²² Borrowers, Mathews sent Borrowers’ financial information to Windesheim, a loan officer for National City. Mathews then waited for National City to approve the HELOCs before she submitted Borrowers’ paperwork for the primary residential mortgages. Using the financial information that Mathews provided, Windesheim completed Uniform Residential Loan Applications (“HELOC Applications”) on behalf of Borrowers without ever speaking with them.

Windesheim falsely represented on the HELOC Applications that she had contact with Borrowers to obtain their financial information. Because National City’s underwriting standards would also not permit them to approve a HELOC for a home intended for sale, Windesheim also falsely represented on the HELOC Applications that the HELOCs would be secured by Borrowers’ “primary residences.” Based on this misrepresentation, National City eventually approved the HELOCs. At the HELOC closings, Borrowers signed the HELOC Applications that Windesheim had prepared. 7 Prosperity Approved Primary Residential Mortgages Based On Fraudulent Rental Income With the bridge financing arranged, Prosperity submitted Borrowers’ Uniform Residential Loan Applications for the primary residential mortgages on the new homes (“Primary Mortgage Applications”) to Prosperity’s underwriters. 8 Because the Primary Mortgage Applications would not be approved with the new debt created by the HELOCs and without the proceeds from the sales of Borrowers’ current homes, however, Mathews needed to create additional monthly income for Borrowers. To accomplish this, one or more Defendants fabricated leases between Borrowers and fictitious ³²³ tenants and forged Borrowers’ signatures. 9 As alleged, one or more Defendants then surreptitiously inserted fraudulent rental income on the Primary Mortgage Applications that Borrowers signed when they settled on their new homes and closed their primary residential mortgages. 10 , 11 Counsel Contacted Borrowers And They Filed Suit In 2010 and 2011, after counsel contacted Borrowers to inform them that they may have been the victims of mortgage fraud, Borrowers allegedly discovered for the first time the fabricated leases on which their signatures were forged and the false rental income on the Primary Mortgage Applications.

Borrowers then filed their class action lawsuit, alleging 11 Counts against Petitioners and the other Defendants. 12 Borrowers alleged that the mortgage fraud caused them to incur unnecessary commissions, fees, interest, expenses, taxes, and penalties associated with the mortgage transactions; sell their old homes below market value as a result of the financial burden imposed by the HELOC debt; and pay above-market ³²⁴ prices their new homes without reasonable home-sale contingencies. Circuit Court and Court of Special Appeals Proceedings Defendants moved to dismiss, arguing the statute of limitations barred Borrowers’ suit. The Circuit Court denied the motions. After extensive discovery, Defendants moved for summary judgment on all Counts. 13 Concluding that the statute of limitations barred Counts I-IX and XI and that no Defendants violated the Maryland Secondary Mortgage Loan Law (“SMLL”), Maryland Code (1975, 2013 Repl.VoL), § 12-403(a) of the Commercial Law Article (“CL”) as a matter of law, the Circuit Court granted Defendants’ motions.

Borrowers appealed. In a reported opinion, the Court of Special Appeals reversed the Circuit Court’s grant of summary judgment as to Counts I-IX and XI against all Defendants, and as to Count X against PNC and Windesheim. 14 The intermediate appellate court concluded that the Circuit Court erred in granting summary judgment on the statute of limitations issue because there was a genuine dispute as to whether Borrowers reasonably should have discovered the mortgage fraud before counsel contacted them. 15 As for Count X — the SMLL Count — the Court of Special Appeals held that there was a genuine dispute as to whether Windesheim and her Employer violated CL § 12-403(a), the SMLL’s prohibition against falsely advertising ³²⁵ secondary mortgage loans. 16 Defendants appealed, and we granted the Petitions for Writ of Certiorari filed by Windesheim and her Employer only. In onr Writ of Certiorari issued on October 21, 2014, we agreed to consider the following: 1. Did the Court of Special Appeals err by holding that an employee of a lender is a “lender” for purposes of civil liability under the Maryland Secondary Mortgage Loan Law? 2.

Did the Court of Special Appeals err by holding that [Borrowers] stated a claim on which relief could be granted under the Maryland Secondary Mortgage Loan Law? 3. Did the Court of Special Appeals err by holding that a cause of action under the Maryland Secondary Mortgage Loan Law was “another specialty” under Section 5-102 of the Maryland Courts and Judicial Proceedings Article and therefore entitled to a 12-year statute of limitations? 4. Did the Court of Special Appeals err by holding that it was a question of fact to be decided by the jury as to whether [Borrowers’] claims against [Windesheim and her Employer] in the [c]ase [b]elow were barred by the 3-year statute of limitations under Section 5-101 of the Maryland Courts and Judicial Proceedings Article? 5. Whether as a matter of law a defendant may be liable under the SMLL, where the false advertising that is the purported basis for the claim occurred orally in a private setting, and where the record contains no evidence that the defendant participated in any way in the communication of the statements allegedly constituting false advertising? ³²⁶ Because we answer yes to the second and fourth questions, we need not address the other questions and shall reverse the judgment of the Court of Special of Appeals.

STANDARD OF REVIEW We review the Circuit Court’s grant of summary judgment as a matter of law. Goodwich v. Sinai Hosp. of Balt, Inc., 343 Md. 185, 204 , 680 A.2d 1067, 1076 (1996) (“The standard of review for a grant of summary judgment is whether the trial court was legally correct.” (citation omitted)). Before determining whether the Circuit Court was legally correct in entering judgment as a matter of law in favor of Windesheim and her Employer, we independently review the record to determine whether there were any genuine disputes of material fact. Hill v. Cross Country Settlements, LLC, 402 Md. 281, 294 , 936 A.2d 343, 351 (2007).

A genuine dispute of material fact exists when there is evidence “upon which the jury could reasonably find for the plaintiff.” Beatty v. Trailmaster Prods., Inc., 330 Md. 726, 739 , 625 A.2d 1005, 1011 (1993) (citation omitted). “We review the record in the light most favorable to the nonmoving party and construe any reasonable inferences that may be drawn from the facts against the moving party.” Myers v. Kaykoe, 391 Md. 188, 203 , 892 A.2d 520, 529 (2006) (citation omitted). DISCUSSION Are Counts I-IX And XI Barred By The Three-Year Statute Of Limitations? Pursuant to Maryland Code (1973, 2013 Repl.Vol.), § 5-101 of the Courts and Judicial Proceedings II Article (“CJP”), civil actions are generally subject to a three-year statute of limitations: “A civil action at law shall be filed within three years from the date it accrues unless another provision of the Code provides a different period of time within which an action shall be commenced.” Maryland has adopted the “discovery rule,” which “tolls the accrual of the limitations period until the time the plaintiff discovers, or ³²⁷ through the exercise of due diligence, should have discovered, the injury.” Frederick Rd. Ltd. P’ship v. Brown & Sturm, 360 Md. 76, 95-96 , 756 A.2d 963, 973 (2000).

In Poffenberger v. Risser, 290 Md. 631, 636 , 431 A.2d 677, 680 (1981), we made this rule generally applicable in all civil actions. Notice is critical to the discovery rule. Before an action can accrue under the discovery rule, “a plaintiff must have notice of the nature and cause of his or her injury.” Frederick Rd., 360 Md. at 96 , 756 A.2d at 973 . There are two types of notice: actual and constructive.

Poffenberger, 290 Md. at 636-37 , 431 A.2d at 680 . Actual notice is either express or implied. Id. at 636 , 431 A.2d at 680 . As the name suggests, express notice “is established by direct evidence” and “embraces not only knowledge, but also that which is communicated by direct information, either written or oral, from those who are cognizant of the fact communicated.” Id. at 636-37 , 431 A.2d at 680 (citation and internal quotation marks omitted).

Implied notice, also known as “inquiry notice,” is notice implied from “knowledge of circumstances which ought to have put a person of ordinary prudence on inquiry (thus, charging the individual) with notice of all facts which such an investigation would in all probability have disclosed if it had been properly pursued.” Id. at 637 , 431 A.2d at 681 (citation and internal quotation marks omitted). Stated simply, inquiry notice is “circumstantial evidence from which notice may be inferred.” Id. at 637 , 431 A.2d at 680 (citation and internal quotation marks omitted). Constructive notice is notice presumed as a matter of law. Id. at 636 , 431 A.2d at 680 .

Unlike inquiry notice, constructive notice does not trigger the running of the statute of limitations under the discovery rule. Id. at 637 , 431 A.2d at 681 . Borrowers argue that the Court of Special Appeals correctly held that genuine disputes of material fact precluded summary judgment based on the three-year statute of limitations under CJP § 5-101. They identify four principal reasons why they were not on inquiry notice of the fraud when they closed the HELOCs and primary residential mortgages.

First, they ³²⁸ argue that because they dispute that they actually read the Applications they signed at the closings, no inquiry notice can be established as a matter of law. Second, Borrowers maintain that, even assuming there is no dispute that they read the Applications, the contents of those documents would not induce a reasonable person to investigate a potential fraud. Third, they argue that because Windesheim and her Employer concealed the fraud from them, CJP § 5-203 tolled the statute of limitations until counsel contacted Borrowers in 2010 and 2011. Finally, Borrowers contend that they were in a fiduciary relationship with Petitioners that prevented them from discovering the fraud.

We address these arguments in turn. Did Borrowers Read The Applications? The records contains an affidavit of a forensic document examiner expert who concluded that Borrowers’ signatures on the Primary Mortgage Applications are authentic. Also in the record is the affidavit of Concetta Cho, a settlement agent for Lakeview, who testified that she witnessed Borrowers sign the Primary Mortgage Applications.

Borrowers do not offer competing affidavits to contradict the opinion of the document examiner or the sworn statement by the settlement agent. In their opposing affidavits, Borrowers state that they “did not have time during the loan process to read and understand all of the documents provided to [them], and [they] did not have the real estate and/or lending background to understand much of what was provided to [them].” Borrowers argue that because they deny having read and understood the Applications, a jury must determine whether they possessed knowledge of the contents of the Applications and whether this knowledge would cause a reasonable person to investigate a potential fraud. Borrowers’ focus on their lack of knowledge of the contents of the Applications is misdirected. Under long-settled law, if there is no dispute that they signed the Applications, they are presumed to have read and understood those documents as a matter of law.

See Merit Music Service, Inc. ³²⁹ v. Sonneborn, 245 Md. 213, 221-22 , 225 A.2d 470, 474 (1967) (“[T]he law presumes that a person knows the contents of a document that he executes and understands at least the literal meaning of its terms.”); Binder v. Benson, 225 Md. 456, 461 , 171 A.2d 248, 250 (1961) (“[T]he usual rule is that if there is no fraud, duress or mutual mistake, one who has the capacity to understand a written document who reads and signs it, or without reading it or having it read to him, signs it, is bound by his signature as to all of its terms.” (citations omitted)). We will refer to this rule as the “signature doctrine.” Borrowers do not dispute that they signed HELOC Applications at their HELOC closings or that the HELOC Applications from their PNC loan files “appear[ ] to bear a copy of [their] signatures.” Yet they assert in their affidavits that they cannot confirm that their signatures on any of the Applications are authentic. 17 Other than this, Borrowers offer no evidence tending to show that their signatures on the HELOC Applications were forged. 18 Borrowers’ refusal to confirm the authenticity of the signatures on the Applications represents nothing more than conjectural doubt. Any such doubt is insufficient to defeat a motion for summary judgment when the moving party has attested to the existence of the material fact. Beatty, 330 Md. at 738 , 625 A.2d at 1011 (“[Wjhen a movant has carried its burden the party opposing summary judgment ‘must do more than simply show there is some metaphysical doubt as to the material facts.’ ” (emphasis added) (citation omitted)); see id. at 739 , 625 A.2d at 1011-12 (Summary judgment cannot be denied if there is only the “slightest doubt” as to the facts ³³⁰ because that would “mean that there could hardly ever be a summary judgment, for at least a slight doubt can be developed as to practically all things human.” (emphasis added) (citation and internal quotation marks omitted)); see also Carter v. Aramark Sports & Entm’t Servs., Inc., 153 Md.App. 210, 225 , 835 A.2d 262, 271 (2003) (The facts offered by a party opposing summary judgment “must be material and of a substantial nature, not fanciful, frivolous, gauzy, spurious, irrelevant, gossamer inferences, conjectural, speculative, nor merely suspicions.” (emphasis added) (citation and internal quotation marks omitted)).

Based on the foregoing, we conclude there is no dispute that Borrowers signed the Applications. Accordingly, Borrowers are presumed as a matter of law to have read these documents and understood their contents. See Vincent v. Palmer, 179 Md. 365, 375 , 19 A.2d 183, 189 (1941) (“[W]hen one signs a release or other instrument, he is presumed in law to have read and understood its contents[.]” (citation omitted)). Does Borrowers’ Knowledge Of The Contents Of The Applications Constitute Inquiry Notice As A Matter Of Law?

Because presumptions of law do not trigger the discovery rule, see Poffenberger, 290 Md. at 637 , 431 A.2d at 681 , the presumption that Borrowers have read and understood the Applications does not fully resolve whether they were on inquiry notice without examining the content of those documents. We conduct a separate review of that content to determine whether it was sufficient to place them on inquiry notice of a potential fraud. Borrowers argue that “even had [they] read every bit of information in the [Applications], there remains a dispute of fact as to whether these different bits of information would cause a reasonable person to make inquiry.” Windesheim and her Employer counter by identifying several elements of information in the HELOC Applications that they argue placed Borrowers on inquiry notice. First, the HELOC Applications indicated that Windesheim had completed them ³³¹ during a phone interview with the Laroccas and the Nafisi-Iranpours and received application information from the Pfeifers via mail.

Borrowers, however, maintain that they only gave their financial information to Mathews and never spoke with or had any contact with Windesheim. Second, the HE-LOC Applications indicate that Windesheim worked for National City, but Borrowers swore that they believed they were working with Prosperity exclusively. Third, the HELOC Applications specify that the loans would be secured by Borrowers’ primary residences, but Borrowers knew they intended to sell their current homes. Finally, the Primary Mortgage Applications included false rental income that Borrowers now maintain they never provided to Prosperity.

We turn to case law to determine whether Borrowers’ knowledge of the foregoing content in the Applications constitutes inquiry notice as a matter of law. Bank of New York v. Sheff 382 Md. 235 , 854 A.2d 1269 (2004) is particularly instructive. In that case, we determined that the plaintiffs were on inquiry notice upon receiving documents indicating that the financial transaction in which they were participating was not proceeding consistent with their expectations. Prince George’s County had issued $50 million in tax-exempt revenue bonds and transferred the proceeds to a consortium of health care providers in the District of Columbia (“D.C.” or the “District”) and Prince George’s County that comprised the Greater Southeast Healthcare System.

Id. at 237 , 854 A.2d at 1270-71 . Part of the security for repayment of the bonds was a lien on the accounts receivable and other assets of the individual health care providers. Id., 854 A.2d at 1271 . To perfect that lien, it was necessary to file a UCC Financing Statement with the Maryland State Department of Assessments and Taxation (“SDAT”), as well as with the Clerk of the Circuit Court for Prince George’s County, and the D.C. Recorder of Deeds.

Id. Because a financing statement was never filed with the D.C. Recorder of Deeds, however, the bondholders lost the opportunity to perfect against third parties a first lien on the receivables of the health care providers located in the District. Id. That became problematic when the ³³² consortium defaulted on the bonds and it was discovered that another creditor had obtained a first lien on the receivables of one of the large hospitals in D.C., the Greater Southeast Community Hospital (“GSCH”).

Id. at 238 , 854 A.2d at 1271 . The Bank of New York, as trustee for the bondholders, and four municipal bond funds holding the bonds (collectively “plaintiffs”), blamed Piper & Marbury (“P & M”), a counsel for the county, for failing to file a financing statement in the District. Id. Plaintiffs sued P & M for negligence and breach of fiduciary obligation.

Id. We affirmed the summary judgment in favor of P & M on limitations grounds, concluding plaintiffs were on inquiry notice of their causes of action against P & M more than three years before they filed suit. Id. at 247 , 854 A.2d at 1276 . The inquiry notice was triggered when the plaintiffs received multiple sets of documents suggesting that the bond transaction was not proceeding as they expected because P & M neglected to file a financing statement in the District.

Id. First, plaintiffs received a Closing Binder “that contained all of the closing documents, including financing statements filed with SDAT and the Clerk in Prince George’s County, but did not contain a financing statement for the District.” Id. at 245 , 854 A.2d at 1275 . Second, GSCH sent plaintiffs a copy of the transaction documents, which recited that GSCH was the legal and beneficial owner of the receivables to be purchased by [another creditor] “free and clear of any [l]iens,” that [another creditor] would receive valid ownership of the receivables “subject to no third-party claims of interest thereon,” and that “[n]o effective financing statement ... covering any Receivable or the Collections with respect thereto is on file in any recording office.” Id. at 245-46 , 854 A.2d at 1275-76 (second and fourth alterations in original) (ellipses in original). Third, plaintiffs received a Compliance Certificate that “confirmed what the other documents implied — that [plaintiffs] did not have a perfected lien on the GSCH receivables.” Id. at 246 , 854 A.2d at 1276 . ³³³ Similarly, in this case, there were two sets of documents that suggested that the loan transactions were not proceeding as Borrowers expected.

The HELOC Applications suggested that a bank other than Prosperity and a loan officer other than Mathews were providing the HELOCs. And the Primary Mortgage Applications suggested that Prosperity was approving Borrowers’ new mortgages based on false rental income that Borrowers never provided to Mathews. Miller v. Pacific Shore Funding, 224 F.Supp.2d 977 (D.Md. 2002), aff'd, 92 Fed.Appx. 933 (4th Cir.2004) is also instructive. The United States District Court for the District of Maryland, applying Maryland law, dismissed the claims of one of the plaintiffs, concluding they were barred by CJP § 5-101’s three-year statute of limitations because the plaintiff was on inquiry notice of his injury when he signed loan documents identifying charges about which he alleged he was deceived.

The plaintiffs, borrowers, filed a putative class action against numerous banks and lending institutions (the “lenders”). Id. at 983. The plaintiffs asserted three counts against the lenders, including violations of the Maryland Consumer Protection Act (“CPA”), CL § 13-101 et seq., and SMLL and the formation and performance of illegal contracts. Id.

The gravamen of the plaintiffs’ claims was that the lenders charged and collected excessive or unauthorized fees in conjunction with loans that were secured by junior mortgages on their residences. Id. The District Court granted the lenders’ motion to dismiss, concluding that the plaintiff was on inquiry notice when he closed his loan because the charges about which he alleged he was deceived were all expressly identified in the closing documents he signed, and suit was filed more than three years after the closing. Id. at 990.

By signing the closing documents identifying the charges, the plaintiff “had sufficient knowledge of circumstances indicating he might have been harmed.” Id. (citation omitted). In this case, like in Miller , Borrowers signed loan documents containing information about which they were allegedly ³³⁴ deceived. In their First Amended Complaint, Borrowers contend they were deceived when Mathews represented that “bridge loan financing was a common lending tool at Prosperity,” and then “surreptitiously shifted” Borrowers’ HELOC Applications to Windesheim and National City.

But the HE-LOC Applications expressly indicated that Windesheim was processing them because National City was the intended lender. Borrowers also contend they were deceived when Prosperity approved their primary residential mortgages based on false rental income because it “was not included in [Borrowers’] financial information that was used to apply for the ... HELOCs.” But the Primary Mortgage Applications expressly identified “gross rental income.” Because Borrowers signed the Applications and the Applications identified false gross rental income, they were on inquiry notice that something was amiss. Based on Skeff and Miller , we conclude that Borrowers’ knowledge of the contents of the Applications was sufficient to place them on inquiry notice of their claims against Windesheim and her Employer when Borrowers closed their HELOCs and primary residential mortgages in 2006 and 2007.

Because Borrowers signed the Applications at the closings, they are presumed to have read and understood their contents. With knowledge of facts about which they claim they were deceived and that suggested that their loan transactions were not proceeding as they expected, Borrowers had information that “would cause a reasonable person in the position of [Borrowers] to undertake an investigation which, if pursued with reasonable diligence, would have led to knowledge of the alleged [fraud].” Pennwalt Corp. v. Nasios, 314 Md. 433, 448-49 , 550 A.2d 1155, 1163 (1988) (citation and internal quotation marks omitted). This does not, however, wrap up limitations altogether. We also must decide whether there is evidence that Petitioners concealed the fraud or that Petitioners and Borrowers were in a fiduciary relationship, as either evidence could toll the statute of limitations. ³³⁵ Did.

CJP § 5-203 Toll The Statute of Limitations? “Maryland law recognizes that it is unfair to impart knowledge of a tort when a potential plaintiff is unable to discover the existence of the claim due to fraud or concealment on the part of the defendant.” Dual Inc. v. Lockheed Martin Corp., 383 Md. 151, 170 , 857 A.2d 1095, 1105 (2004) (citation omitted). Section 5-203 of the Courts and Judicial Proceedings II Article, “a tangent of the discovery rule,” 19 provides that “[i]f the knowledge of a cause of action is kept from a party by the fraud of an adverse party, the cause of action shall be deemed to accrue at the time when the party discovered, or by the exercise of ordinary diligence should have discovered the fraud.” Section 5-203 “does not require that the defendant commit a fraud distinct from that initially committed for the purpose of keeping the plaintiff in ignorance of his or her cause of action.” Frederick Rd., 360 Md. at 98 , 756 A.2d at 975 . Instead, CJP § 5-203 applies when two conditions are satisfied: “(1) the plaintiff has been kept in ignorance of the cause of action by the fraud of the adverse party, and (2) the plaintiff has exercised usual or ordinary diligence for the discovery and protection of his or her rights.” Id. at 98-99, 756 A.2d at 975 . Rejecting the notion that CJP § 5-203 might toll the statute of limitations against them, Windesheim and her Employer insist that “no employee of PNC’s predecessor was alleged to have participated in any fraudulent concealment.” As Borrowers point out, however, they alleged civil conspiracy and “[i]t is well established in Maryland law that a conspirator can be liable for the conduct of a co-conspirator.” Mackey v. Compass Mktg., Inc., 391 Md. 117, 128 , 892 A.2d 479, 485 (2006).

We review the record to ascertain whether there is a genuine dispute that any Defendants concealed the alleged fraud from Borrowers. ³³⁶ Dashiell v. Meeks, 396 Md. 149 , 913 A.2d 10 (2006) is instructive regarding what evidence is required to prove Defendants concealed the fraud from Borrowers. Like this case, the dispositive issue in Dashiell was whether the plaintiff was on inquiry notice when he signed a critical document, the contents of which formed the basis of a later suit. Meeks asked his attorney, Dashiell, to draft a prenuptial agreement. Id. at 156-57 , 913 A.2d at 14 .

Dashiell reviewed an initial draft of the agreement with Meeks that contained a waiver of alimony provision, but the version Meeks ultimately signed did not contain this provision. Id. at 157 , 913 A.2d at 14 . Meeks sued Dashiell for negligence in omitting the provision and counseling him to sign the agreement without reading it. Id.

In an affidavit, Meeks alleged that after reviewing the initial draft with Dashiell, the lawyer made changes to the agreement that were more favorable to Meeks’s ex-wife without Meeks’s knowledge, and then encouraged Meeks to sign the agreement without reading it. Id. at 170 , 913 A.2d at 22 . Meeks further alleged that as a result of his reliance on Dashiell’s advice not to read the agreement, Meeks did not discover the lack of the alimony waiver provision until over a decade after he reviewed the initial agreement. Id.

The trial court granted summary judgment for Dashiell, concluding that under the signature doctrine, Meeks was presumed to know the contents of the agreement he signed, and that knowledge was sufficient to trigger the running of the statute of limitations because Meeks was on inquiry notice when he signed the agreement. Id. at 166-67 , 913 A.2d at 20 . Meeks appealed, arguing that the trial court erred by not applying the discovery rule. Id. at 157 , 913 A.2d at 15 .

The Court of Special Appeals reversed, and we affirmed that judgment, holding that when a party conceals the contents of a document by discouraging another from reading it, the statute of limitations does not begin to run when the document is signed. Id. at 168 , 913 A.2d at 21 . We concluded that the trial court erred because if Meeks could prove his allegation that Dashiell concealed the omission of the alimony waiver provision, the statute of limitations would not have begun to ³³⁷ run until Meeks actually discovered that the provision was missing. Id. at 170 , 913 A.2d at 22 .

Here, unlike in Dashiell , there is no evidence Defendants concealed the contents of the Applications by discouraging Borrowers from reading them. Borrowers rely on Mathews’s deposition in which she asserted her Fifth Amendment privilege against self-incrimination in response to the several questions relating to her communications with Borrowers about the contents of the Primary Mortgage Applications: (1) Whether she “indicated to them, through words and deeds, that ... [she was] inputting accurate information to [the] loan documents;” (2) Whether she communicated to Borrowers “that the closing documents that were used in their settlement contained the information that they had submitted;” and (3) Whether she informed Borrowers that the Primary Mortgage Applications included false rental income. Borrowers ask us to infer from Mathews’s refusal to answer these questions that she discouraged Borrowers from reading the Primary Mortgage Applications. To be sure, we are permitted to draw adverse inferences when a party in a civil case asserts her Fifth Amendment privilege in response to discovery questions.

See Robinson v. Robinson, 328 Md. 507, 515-16 , 615 A.2d 1190, 1194 (1992) (“[W]here a party in a civil proceeding invokes the Fifth Amendment privilege against self-incrimination in refusing to answer a question posed during that party’s testimony, the fact finder is permitted to draw an adverse inference from that refusal.”). The only reasonable inference from Mathews’s refusal to answer these questions, however, is that Borrowers did not know before closing their primary residential mortgages that the Primary Mortgage Applications included rental income. That fact does not justify the inference by any reasonable juror that she also