Bolling v. Bay Country Consumer Finance ( 2021 )

Nina Bolling v. Bay Country Consumer Finance, Inc.
No. 699, Sept. Term, 2019
Opinion by Leahy, J.
Commercial Law > Credit Grantor Closed End Credit Provisions > Cause of Action
under Maryland Code, Commercial Law Article (“CL”) § 12-1018 > Accrual
Under the plain meaning of CLEC, taken as a whole, we conclude that a cause of action
may accrue after a violation has occurred where the borrower can show that she has
suffered compensable damage under CLEC, subject to the credit grantor’s right to cure
pursuant to Maryland Code, Commercial Law Article (“CL”) §§ 12-1018(a)(3) and 12-
1020, or where the borrower requests appropriate declaratory or injunctive relief.
Statutory Interpretation > Legislative History > In Pari Materia
As our review of the legislative history shows, CL § 12-1018 was originally enacted to be
“identical as to penalty” as CL § 12-413 of the Secondary Mortgage Loan Law. It is a
general rule of statutory construction that “statutes dealing with the same subject matter,
sharing a common purpose, and forming part of a similar system may be construed in pari
materia to give the full effect to each statute.” Doe v. Md. State Bd. of Elections, 428 Md.
596, 615 (2012). The statutes “must be interpreted with reference to one another and
harmonized to the extent reasonably possible.” Farmers & Merchants Nat. Bank of
Hagerstown v. Schlossberg, 306 Md. 48, 56 (1986).
Commercial Law > Credit Grantor Closed End Credit Provisions > Cause of Action
under CL § 12-1018 > Accrual
CL § 12-1018 was designed to provide “protections for consumer borrowers, as well as
penalties for lenders who violated those provisions.” Patton v. Wells Fargo Fin. Md., Inc.,
437 Md. 83, 105 (2014). The “evil” in this context is the failure of credit grantors to follow
the dictates of CLEC, and the “remedy” for such a violation is primarily the prohibition
from collecting “any interest, costs, fees, or other charges with respect to the loan.” CL §
12-1018(a)(2). It protects a borrower from a credit grantor’s unbridled violation of CLEC.
We, accordingly, hold that CL § 12-1018 is remedial in nature.
Commercial Law > Credit Grantor Closed End Credit Provisions > Cause of Action
under CL § 12-1018 > Accrual
We disagree with the circuit court’s conclusion that Ms. Bolling’s claim for relief under
CL § 12-1018(a)(2) failed because that statute limits the borrower’s relief under CLEC to
payments made in excess of the principal amount of the loan, as articulated in the string of
federal cases tracing back to Bediako v. American Honda Finance Corp., 537 F. App’x 183
(4th Cir. 2013).
Circuit Court for Baltimore City
Case No. 24-C-18-003669
REPORTED
IN THE COURT OF SPECIAL APPEALS
OF MARYLAND
No. 699
September Term, 2019
______________________________________
NINA BOLLING
v.
BAY COUNTRY CONSUMER FINANCE,
INC.
______________________________________
Meredith,*
Leahy,
Shaw Geter,
JJ.
______________________________________
Opinion by Leahy, J.
______________________________________
Filed: July 1, 2021
*Meredith, Timothy E., J., now retired,
participated in the hearing of this case while an
active member of this Court, and, after being
recalled pursuant to the Constitution, Article IV,
Pursuant to Maryland Uniform Electronic Legal
Materials Act
Section 3A, he also participated in the decision
(§§ 10-1601 et seq. of the State Government Article) this document is authentic.
and the preparation of this opinion.
2021-07-06 12:20-04:00
Suzanne C. Johnson, Clerk
In this appeal, although we affirm the circuit court’s dismissal of the underlying
case, we clarify that a consumer borrower may maintain a cause of action against a credit
grantor under the Credit Grantor Closed End Credit Provisions (“CLEC”), Maryland Code
(1975, 2013 Repl. Vol., 2019 Supp.), Commercial Law Article (“CL”), §§ 12-1001-12-
1029, before the credit grantor has collected more than the principal amount of the loan.
Appellant Nina Bolling appeals from an order of the Circuit Court for Baltimore
City granting the motion to dismiss Count I of the complaint that she filed against appellee
Bay Country Consumer Finance, Inc. (“Bay Country”). The court dismissed Ms. Bolling’s
CLEC claim on the ground that she was not entitled to relief as a matter of law because the
complaint failed to state a “claim for any amounts in excess of the principal amount” of the
loan. We hold that a borrower may bring a claim under CLEC against a credit grantor
before the credit grantor has collected more than the principal amount on the loan. To
properly state a cause of action for a violation of CLEC, however, a plaintiff must allege
actual damages emanating from a violation of the statute or request appropriate declaratory
or injunctive relief. Ms. Bolling alleged a violation of CLEC, but she sought neither
declaratory nor injunctive relief. She also failed to articulate how she suffered any actual
damages, nor did she claim that she paid Bay Country any amount in excess of the principal
under CL § 12-1018(a)(2). Accordingly, we affirm the judgment of the circuit court
dismissing Count I of Ms. Bolling’s complaint for failure to state a claim.
BACKGROUND1
On or about December 4, 2014, Ms. Bolling entered into a loan agreement
(“Agreement”) with Bay Country, which elected CLEC as the governing law.
Complaint
On June 13, 2018, Ms. Bolling filed a complaint against Bay Country. Under the
heading “Factual Allegations,” Ms. Bolling included the following paragraphs which we
present verbatim:
7. On or about December 4, 2014, [Ms.] Bolling entered into a credit
contract with [Bay Country].
8. The credit contract between [Ms.] Bolling and [Bay Country] elected
Maryland’s Credit Grantor Closed End Credit Provisions . . .
(“CLEC”) as the governing law.
9. [Ms.] Bolling obtained financing primarily for personal, family and
household purposes.
10. [Bay Country] took a security interest in [Ms.] Bolling’s tangible
personal property in the credit contract.
11. Throughout the life of the credit contract, [Ms.] Bolling made
numerous payments to [Bay Country].
12. Throughout the life of the credit contract, [Bay Country] applied [Ms.]
Bolling’s payments toward interest, costs, fees and principal.
13. On or around January 12, 2017, [Bay Country] repossessed [Ms.]
Bolling’s tangible personal property in Baltimore City, Maryland.
1
Because this appeal is from the grant of a motion to dismiss for failure to state a
claim upon which relief can be granted, the “evidentiary background will ‘assume the truth
of all well-pleaded facts and allegations in the complaint.’” Bel Air Carpet, Inc. v. Korey
Homes Bldg. Grp., LLC, 249 Md. App. 109, 115 n.4 (2021) (quoting Lloyd v. Gen. Motors
Corp., 397 Md. 108, 121 (2007)).
2
14. On March 1, 2018, [Ms.] Bolling requested from [Bay Country] all
records memorializing [Ms.] Bolling’s account history including all
debits and credits to her account and any monthly statements sent to
[Ms.] Bolling and all other documents which refer to payments due or
received.
15. [Bay Country] has specifically refused to provide [Ms.] Bolling with
the written statement requested.
Ms. Bolling’s initial complaint contained one cause of action: Bay Country
“specifically refused to provide Ms. Bolling with the requested written statement” in
violation of CL § 12-1025. Ms. Bolling alleged that “[Bay Country]’s refusal to provide
the written statement with knowledge of the requested written statement subjects [Bay
Country] to treble damages.” The complaint requested that the circuit court “enter an order
that [Bay Country] pay to [Ms. Bolling] the statutory penalties imposed by [CL] § 12-
1018(a)(2) and (b)”; award “pre-judgment and post-judgment interest”; and “award such
other relief as the court deems appropriate.”
Bay Country moved to dismiss or, in the alternative, for summary judgment, on the
grounds that venue was improper in Baltimore City and that the court lacked subject matter
jurisdiction because the “[c]omplaint does not specifically allege damages and does not
provide a calculation of damages.” Ms. Bolling then filed her “First Amended Complaint”
on July 30, 2018. Besides providing additional allegations relating to venue, the amended
complaint also averred that “[a]fter the date of the repossession, [Bay Country] demanded
money from Ms. Bolling in an amount not collectible under her credit contract.” The
amended complaint added a cause of action for a violation of the Maryland Consumer Debt
Collection Act (“MCDCA”), Maryland Code (1975, 2013 Repl. Vol., 2019 Supp.),
3
Commercial Law Article, §§ 14-201-14-204, and, in a footnote in the prayer for relief,
stated that Ms. Bolling’s claim “totals . . . $35,000.00.” Otherwise, the amended complaint
was substantively identical to the initial complaint. Ms. Bolling did not allege in her
amended complaint that Bay Country collected more than the principal loan amount.
Motion to Dismiss
Bay Country filed a motion to dismiss Ms. Bolling’s first amended complaint or, in
the alternative, for summary judgment, on August 14, 2018. Bay Country asserted that
Ms. Bolling’s complaint should be dismissed for four reasons:
First, venue is not proper in Baltimore City. Second, [Ms. Bolling] is not
entitled to monetary recovery under CLEC as a matter of law. Third, [Ms.
Bolling] has failed to allege any fact sufficient to support a claim under the
MCDCA. Fourth, this Complaint is duplicative of the same issues raised in
a discovery dispute now pending in the United States District Court for the
District of Maryland, Northern Division and, accordingly, [Bay Country]
should not be required to defend the same subject matter in two forums
simultaneously.
Under the second argument, Bay Country asserted that Ms. Bolling’s
“characterization of the damages sought as a ‘statutory penalty’ is incorrect. ‘CLEC does
not provide for any fixed statutory damages beyond the plaintiff’s actual loss.’” (Quoting
Bediako v. Am. Honda Fin. Corp., 537 F. App’x 183, 186-87 (4th Cir. 2013)). Relying on
Bediako and Gardner v. GMAC, Inc., 796 F.3d 390 (4th Cir. 2015), Bay Country posited
that, because Ms. Bolling failed to allege that she paid amounts in excess of the principal,2
she did not assert a proper claim under CLEC.
2
According to the Affidavit of David Danlag, Senior Vice President of Bay
(Continued)
4
Ms. Bolling filed an opposition in which she averred that “CLEC damages are
available regardless of whether a credit grantor has collected more than [the] principal
amount of the loan.” Relying on cases primarily interpreting the Secondary Mortgage Loan
Law (“SMLL”), Maryland Code (1975, 2013 Repl. Vol., 2019 Supp.), Commercial Law
Article, § 12-413, she contended that the circuit court was “actually bound by an unbroken
line of controlling Maryland Appellate Court opinions dating back thirty five (35) years”
directly contrary to Bediako. Ms. Bolling asserted that, “[t]he relief that is provided by
CLEC § 12-1018 has also already been determined by Maryland Appellate Courts and
includes monetary, equitable and declaratory relief[,]” citing Chevy Chase Bank, F.S.B. v.
Chaires, 350 Md. 716 (1998); Crowder v. Master Financial, Inc., 176 Md. App. 631(2007); Coner v. Morris S. Berman Unlimited, Inc., 65 Md. App. 514 (1985); and
Duckworth v. Bernstein, 55 Md. App. 710 (1983). Ms. Bolling pointed out that Maryland
Country:
The principal amount of the loan was $6,307.78. The Agreement provided,
in part, for [Ms. Bolling’s] motor vehicle to serve as collateral, and,
accordingly, Bay Country perfected a second lien on the motor vehicle.
Thereafter, [Ms. Bolling] defaulted on the loan and her vehicle was
repossessed by Bay Country. The first lien on [Ms. Bolling’s] vehicle was
purchased by and assigned to C&F Finance Company []. Shortly after Bay
Country repossessed the [v]ehicle on January 12, 2017, C&F demanded its
return. On January 27, 2017, Bay Country released the [v]ehicle to C&F.
[Ms. Bolling] has paid a total of $6,079.68 to Bay Country in
connection with the loan at issue.
Mr. Danlag’s affidavit was attached to the motion as Exhibit 1, but was not referred to in
the circuit court’s “Order Granting in Part and Denying in Part Defendant’s Motion to
Dismiss First Amended Complaint.” We merely reference it here to provide additional
context to the dispute.
5
Appellate cases, notably Duckworth, interpret SMLL to entitle a consumer to “declaratory
and injunctive relief immediately upon the creditor’s statutory violation,” and urged the
circuit court to interpret the same language found in CLEC in the same manner.
“Unquestionably then, a credit grantor does not have to collect greater than the principal
amount of the loan in order for a consumer to state a claim for relief under CLEC.”
On September 19, 2019, the circuit court held a hearing on Bay Country’s motion
to dismiss. First, the court determined that venue is proper in the Circuit Court for
Baltimore City. Then, the court heard argument on the CLEC claim. Counsel for Bay
Country asserted that Ms. Bolling was not entitled to damages under CLEC as a matter of
law because she had not paid more than the principal amount. The court inquired whether
Ms. Bolling’s claim survived for “knowing violation[s]” under § 12-1018(b). Counsel
responded that “the knowing violation only applies [] if the debtor, the plaintiff, has paid
more than the principal.”
Counsel for Ms. Bolling argued that, regardless of whether a knowing violation
could be established, she was entitled to statutory damages immediately upon any violation
of CLEC. Counsel presented the CLEC legislative history establishing that § 12-
1018(a)(2) was derived from SMLL. Because CL § 12-1018(a)(2) and CL § 12-413 are
“the exact same,” Ms. Bolling’s counsel argued that the circuit court should interpret CL §
12-1018 in the same manner.
Upon the conclusion of the parties’ argument, the court took the matter under
advisement to consider the legislative history.
6
On September 26, 2019, the circuit court entered an order granting Bay Country’s
motion to dismiss, in part, as to the CLEC claim. The court held, in relevant part, that,
“relying on the plain language of the statute, [Ms. Bolling] [was] not entitled to relief under
CLEC as a matter of law.” The court found “the reasoning of the federal decisions
persuasive and [did] not believe that there [wa]s any reason to depart from those holdings.”
The court denied Bay Country’s motion to dismiss Count II, relating to the MCDCA. On
May 24, 2019, Ms. Bolling voluntarily dismissed Count II of her complaint with prejudice,
which disposed of the final count. Ms. Bolling noted a timely appeal to this Court and
presents one question for our review:
“Whether a consumer borrower is entitled to maintain a cause of action for
the statutory penalties [prescribed] by CLEC § 12-1018(a)(2) for a violation
of CLEC prior to a credit grantor collecting more than the principal loan
amount[.]”
STANDARD OF REVIEW
We review whether the circuit court erred in granting the motion to dismiss Count
I for failure to state a claim under CL § 12-1018(a)(2) for legal correctness and without
deference to the trial court. Bel Air Carpet, Inc. v. Korey Homes Bldg. Grp., LLC, 249 Md.
App. 109, 124 (2021) (citing Rounds v. Md.-Nat. Capital Park & Plan. Comm’n, 441 Md.
621, 635 (2015). “The granting of a motion to dismiss is proper only if ‘the allegations
and permissible inferences, if true, would not afford relief to the plaintiff, i.e., the
allegations do not state a cause of action.’” Barclay v. Castruccio, 469 Md. 368, 374 (2020)
(quoting Lloyd v. Gen. Motors Corp., 397 Md. 108, 121 (2007)). In so doing, we “assume
the truth of all relevant and material facts that are well pleaded and all inferences which
7
can reasonably be drawn from those pleadings.” Id. at 373 (citation omitted). “We will
affirm the circuit court’s judgment ‘on any ground adequately shown by the record, even
one upon which the circuit court has not relied or one that the parties have not raised.”’
D.L. v. Sheppard Pratt Health Sys., Inc., 465 Md. 339, 350 (2019) (quoting Sutton v.
FedFirst Fin. Corp., 226 Md. App. 46, 74 (2015)).
DISCUSSION
Causes of Action under CLEC
A. Parties’ Contentions
Ms. Bolling contends that the “unambiguous language of [CL] § 12-1018(a)(2)”
supports her interpretation that she is entitled to seek redress immediately upon a violation
of CLEC. Bay Country’s interpretation, she avers, “require[s] a credit grantor to collect
more than the principal loan amount prior to a CLEC action accruing,” and effectively
“cut[s] off access to the courts for consumers who have been affected by a CLEC violation
since many consumers never get to the point where the credit grantor had collected more
than the principal loan amount.” (Emphasis in original.) She claims that in Len Stoler,
Inc. v. Wisner, 223 Md. App. 218 (2015), this Court “previously determined that a
consumer borrower has standing to seek relief . . . immediately after the CLEC violation”
and “did not limit . . . the ‘penalties [prescribed] by CLEC’ in any way other than the need
to allege a CLEC violation.”
Ms. Bolling bolsters her argument by pointing out that the Court of Appeals, this
Court, and the Maryland Commissioner of Financial Regulations have interpreted
“virtually identical statutory penalty provisions” in SMLL to entitle a borrower to its
8
protections “regardless of whether the lender collected more than the principal loan
amount.” (Emphasis in original). The relevant legislative history, she avers, demonstrates
that the “statutory penalty provision[s] set forth in CLEC were ‘copied from secondary
mortgage law’ and are ‘identical as to penalty, as those now existing under the Maryland
Secondary Mortgage Law.’” According to Ms. Bolling, there is no “rational basis to depart
from this Court’s prior holdings . . . under SMLL, especially where the General Assembly
has confirmed that the statutory penalty provision at issue in this case . . . was taken directly
from SMLL § 12-413.”
Bay Country counters that “[t]he plain language of CLEC § 12-1018 is dispositive
that a borrower cannot maintain a cause of action against a lender unless the lender collects
in excess of the principal amount.” Bay Country relies on decisions by the United States
Court of Appeals for the Fourth Circuit and the Maryland federal district court interpreting
CL § 12-1018(a)(2) and holding that a debtor’s relief is limited to amounts paid in excess
of the principal.
Bay Country also avers that the legal authority cited by Ms. Bolling is inapposite
because CLEC and SMLL “have different goals, [and] they should not be read in tandem
or be considered in pari materia.” Further, Bay Country criticizes Ms. Bolling’s reliance
on Patton v. Wells Fargo Financial Maryland, Inc., 437 Md. 83 (2014), and Len Stoler,
Inc. v. Wisner, 223 Md. App. 218 (2015), because neither case addresses whether a cause
of action accrues under CL § 12-1018 when a lender has not collected in excess of the
principal loan amount.
9
Ms. Bolling rejoins with the charge that Bay Country’s interpretation of the statute
would allow lenders “to disobey the substantive provisions of CLEC with impunity, so
long as the borrower does not pay more than the principal amount of the loan.” The
violation then is “of no consequence, and the borrower is without remedy.”
B. CL § 12-1018(a)(2)
1. Canons of Statutory Interpretation
To ascertain the meaning of a statute, we apply our customary rules of statutory
construction. It is “well established that ‘[t]he cardinal rule of statutory interpretation is to
ascertain and effectuate the real and actual intent of the Legislature.’” Espina v. Prince
George’s Cnty., 215 Md. App. 611, 630 (2013) (quoting Lockshin v. Semsker, 412 Md.
257, 274 (2010)), aff’d sub nom. Espina v. Jackson, 442 Md. 311 (2015)). In construing a
statute:
[W]e begin with the plain language of the statute, and ordinary,
popular understanding of the English language dictates interpretation of its
terminology. When the words of a statute are ambiguous and subject to more
than one reasonable interpretation, or where the words are clear and
unambiguous when viewed in isolation, but become ambiguous when read
as part of a larger statutory scheme, a court must resolve the ambiguity by
searching for legislative intent in other indicia. Moreover, after determining
a statute is ambiguous, we consider the common meaning and effect of
statutory language in light of the objectives and purpose of the statute and
Legislative intent.
Even in instances when the language is unambiguous, it is useful to
review legislative history of the statute to confirm that interpretation and to
eliminate another version of legislative intent alleged to be latent in the
language.
*****
In the event the language of a statute is ambiguous, we will often apply
rules of statutory construction to ascertain the intent of the legislature. One
such rule is to read the language of a statute in such a way that will carry out
its object and purpose. This Court will also consider the consequences
10
resulting from one meaning rather than another, and adopt that construction
which avoids an illogical or unreasonable result, or one which is inconsistent
with common sense.
Blackstone v. Sharma, 461 Md. 87, 113-14 (2018) (cleaned up). In addition to these well-
established canons, we liberally construe a remedial statute to effectuate its broad remedial
purpose, Lockett v. Blue Ocean Bristol, LLC, 446 Md. 397, 424 (2016), and construe
statutes dealing with the same subject matter “in pari materia to give the full effect to each
statute,” Doe v. Md. State Bd. of Elections, 428 Md. 596, 615 (2012). We begin, as always,
with the statute and its plain language.
2. Statutory Scheme
Ms. Bolling alleged two potential violations of CLEC. First, she alleged, without
further factual detail or support, that “[a]fter the date of the repossession, [Bay Country]
demanded money from Ms. Bolling in an amount not collectible under her credit contract.”
Second, she averred a violation of CL § 12-1025 for Bay Country’s refusal “to provide
[Ms.] Bolling with the requested written statement” after Bay Country repossessed her
personal property. Section 12-1025(a) provides:
A credit grantor who receives scheduled monthly periodic payments on more
than five loans secured by any interest in residential real property or tangible
personal property shall furnish to the consumer borrower a written statement
informing the consumer borrower of the amount of:
(1) If the interest and charges on the loan were precomputed:
(i) Payments credited to reducing the outstanding unpaid balance
of the loan, either in terms of a total dollar figure or
individually itemized; and
(ii) The remaining outstanding unpaid balance of the loan; or
(2) If the interest and charges on the loan were not precomputed:
(i) Payments credited to reducing the outstanding unpaid principal
11
balance of the loan, either in terms of a total dollar figure or
individually itemized;
(ii) Payments credited to interest and fees, either in terms of a total
dollar figure or individually itemized; and
(iii) The remaining outstanding unpaid principal balance of the
loan.
Further, in the case of loans secured by “tangible personal property,” § 12-1025(c)
requires that a “written statement [be] furnished to the consumer borrower: . . . within a
reasonable time after receipt of a written request of a consumer borrower provided the
request is made at a reasonable time or interval since the furnishing of the last written
statement.” CL § 12-1025(c).
Section 12-1018 of CLEC addresses the civil penalties for a violation of CLEC:
(a)(1) In this subsection, “notice” means the first to occur of the following:
(i) When the credit grantor receives a written notice from the
borrower notifying the credit grantor of an error or violation;
(ii) When the credit grantor receives a written notice from the
Commissioner of Financial Regulation or the appropriate
regulatory authority notifying the credit grantor of an error or
violation; or
(iii) When the credit grantor receives service of process in a civil
action for an error or violation instituted by the borrower in a
court of competent jurisdiction.
(2) Except for a bona fide error of computation, if a credit grantor
violates any provision of this subtitle the credit grantor may
collect only the principal amount of the loan and may not collect
any interest, costs, fees, or other charges with respect to the loan.
(3) The penalty provided under paragraph (2) of this subsection does not
apply where a credit grantor:
(i) Unintentionally and in good faith fails to comply with § 12-
1003, § 12-1004, § 12-1005, § 12-1008, § 12-1011, § 12-
1013.2, § 12-1023(d), § 12-1024, § 12-1025, § 12-1026, § 12-
1027, or § 12-1028 of this subtitle; and
(ii) Corrects the error or violation and makes the borrower whole
for all losses, including reasonable attorney’s fees and interest,
12
where appropriate, within 10 days after the credit grantor
receives notice of the error or violation.
(4) The burden shall be on the credit grantor to show that the credit
grantor’s failure to comply with § 12-1003, § 12-1004, § 12-1005, §
12-1008, § 12-1011, § 12-1013.2, § 12-1023(d), § 12-1024, § 12-
1025, § 12-1026, § 12-1027, or § 12-1028 of this subtitle was
unintentional and in good faith.
(b) In addition, a credit grantor who knowingly violates any provision of
this subtitle shall forfeit to the borrower 3 times the amount of interest,
fees, and charges collected in excess of that authorized by this subtitle.
CL § 12-1018 (emphasis added). By its plain terms, § 12-1018(a)(2) specifies that a credit
grantor that violates CLEC is authorized to collect from a debtor only “the principal amount
of the loan.” Section 12-1018(a)(2) thus sets forth a post-violation limitation on the
monetary amount that a credit grantor may collect from the borrower. But in the case of a
knowing violation, a credit grantor must pay the borrower “3 times the amount of interest,
fees, and charges collected in excess of that authorized by this subtitle.”3
3
In cases involving repossessed vehicles, as in the underlying case, CL § 12-1021
sets out the requirements for repossession of tangible personal property by the credit
grantor and, in the case of a “public sale,” states, in pertinent part: “If the provisions of this
section, including the requirement of furnishing a notice following repossession, are not
followed, the credit grantor shall not be entitled to any deficiency judgment to which
he would be entitled under the loan agreement.” CL § 12-1021(k)(4) (emphasis added).
In the case of a “private sale,” the statute provides that “[t]he Commissioner of Financial
Regulation may make a determination concerning any private sale that the sale was not
accomplished in a commercially reasonable manner. Upon that determination, the
Commissioner may enter an order disallowing any claim for a deficiency balance.”
CL § 12-1021(j)(3) (emphasis added). See also Gardner v. Ally Fin. Inc., 430 Md. 515,
528 (2013) (observing that “Senate Bill 839 was amended in committee to add the post-
sale disclosure requirements for ‘private sales’ as part of ‘consumer protection measures’
to ‘prevent private sales that are made to the detriment of the defaulting buyer/borrower.’”).
Ms. Bolling does not mention CL § 12-1021 or invoke its provisions in her amended
complaint.
13
In a series of cases interpreting CL § 12-1018, the United States Court of Appeals
for the Fourth Circuit and the federal district court in Maryland held, based on their
interpretation of the statute, that a debtor is not entitled to relief under CLEC until the
debtor has paid more than the principal under the loan agreement. See, e.g., Gardner v.
GMAC, Inc., 796 F.3d 390, 394 (4th Cir. 2015) (quoting Bediako v. American Honda Fin.
Corp., 537 F. App’x 183, 186 (4th Cir. 2013) (unpublished disposition));4 see also
Campbell v. Toyota Motor Credit Corp., No. 8:18-cv-00150(PWG), 2018 WL 3439250, at
*7 (D. Md. July 17, 2018) (“Section 12-1018(a)(2) merely stops a creditor’s collection
from the debtor beyond the principal amount of the loan. . . . In other words, this statute
only protects consumers by halting a lender’s collection efforts against the plaintiff once it
has recovered the principal amount of the loan; it does not provide a basis for a plaintiff’s
recovery when the plaintiff herself has not paid more than the principal amount of the
loan.”). These cases reason that, regardless of whether a plaintiff has asserted a valid
CLEC violation, if the plaintiff has not paid in excess of the principal, that plaintiff ‘“is
unable to state a claim because she has suffered no actual damages that are compensable
under CLEC.”’ Gardner, 796 F.3d at 394 (quoting Bediako, 537 Fed. App’x at 188). In
each case, the federal courts recharacterized the debtor’s payments (including fees) as
payments on the principal and then subtracted the total from the original principal amount
4
Federal Rule of Appellate Procedure 32.1 allows the citation of unpublished
opinions and other written dispositions, issued on or after January 1, 2007, designated as
“unpublished.”
14
of the loan. Bediako, 537 F. App’x at 186 n.1; Gardner, 796 F.3d at 394. 5
The federal cases further restrict equitable or declaratory relief for a violation of
CLEC unless the plaintiff has paid more than the principal amount of the loan. See
Bediako, 537 F. App’x at 188; Campbell, 2018 WL 3439250, at *8 n.5.
We agree with the federal courts that, based on the plain meaning of CL § 12-
1018(a)(2), “CLEC does not provide for any fixed statutory damages beyond the plaintiff’s
actual loss” and that the penalty prescribed under CL § 12-1018(a)(2) confines the credit
grantor to collection of the principal amount of the loan, thereby forfeiting any outstanding
interest, charges, costs and fees, where there is an unknowing violation. Bediako, 537 F.
App’x at 187. However, as we next explain, under our interpretation of CLEC, a consumer
borrower may have standing to bring a claim for damages and for declaratory and
injunctive relief, immediately after the CLEC violation. Len Stoler, Inc. v. Wisner, 223
Md. App. 218, 238 (2015). We do not interpret CL § 12-1018(a)(2) to bar relief for a
violation of CLEC until after the borrower pays off the principal amount of the loan; but
rather, to limit the amount of damages that a credit lender has to pay—assuming the lender
can prove it was not a knowing violation (CL § 12-1018(a)(2)).6
5
The federal courts in Campbell, Gardner, and Bediako did not discuss the
legislative history of CLEC or directly compare the provisions of SMLL with those of
CLEC. The federal courts also did not mention the relevant analysis and legislative history
examined by the Court of Appeals in Patton v. Wells Fargo Financial Maryland, Inc., 437
Md. 83 (2014).
6
Practically speaking, it is difficult to imagine the imposition of money damages
under CL § 12-1018 where the borrower has not paid the principal amount; however, it is
conceivable that the forfeiture of interest penalty, CL § 12-1018(a)(2), may obtain under
(Continued)
15
It is axiomatic that the ‘“plain meaning’ of a statute can only be assessed in the
context in which it appears.” Patton v. Wells Fargo Fin. Md., Inc., 437 Md. 83, 96-97
(2014) (citation omitted). “We presume that the Legislature intends its enactments to
operate together as a consistent and harmonious body of law, and, thus, we seek to reconcile
and harmonize the parts of a statute, to the extent possible consistent with the statute’s
object and scope.” Lockshin v. Semsker, 412 Md. 257, 276 (2010). In this regard, other
provisions of CLEC clarify when CL § 12-1018(a)(2) is applicable and when declaratory
or injunctive relief may be appropriate.
We start with CL § 12-1018(a)(3), which states that the “penalty provided under
paragraph (2) of this subsection does not apply” if the credit grantor “[u]nintentionally and
in good faith” failed to comply with certain provisions under CLEC and “[c]orrects the
error or violation and makes the borrower whole for all losses, including reasonable
attorney’s fees and interest, where appropriate, within 10 days after the credit grantor
receives notice of the error or violation.” Under a separate section of the statute entitled
“Limitation on credit grantor’s liability,” a credit grantor may self-correct a CLEC
violation within 60 days:
A credit grantor is not liable for any failure to comply with a provision of
this subtitle if, within 60 days after discovering an error and prior to
institution of an action under this subtitle or the receipt of written notice from
the borrower, the credit grantor notifies the borrower of the error and makes
whatever adjustments are necessary to correct the error.
such circumstances with respect to any outstanding payments due on the loan. A court
may also order, under certain circumstances following repossession of a car, that “the credit
grantor shall not be entitled to any deficiency judgment to which he would be entitled under
the loan agreement” in accordance with the provisions of CL § 12-1021(k)(4).
16
CL § 12-1020. The foregoing provision encourages credit grantors to correct violations
within 60 days of discovering an error and does not suggest that the lender can wait—or
that the borrower must wait to institute an action—until after the lender has collected the
principal amount of the loan.
Without the ability to obtain declaratory or injunctive relief under certain provisions
of CLEC, a borrower may not have the ability to confirm whether a credit grantor is
complying with certain provisions of CLEC. Examples include potential claims under CL
§ 12-1025(a), pursuant to which a credit grantor must provide a written statement to a
borrower of the “[p]ayments credited to reducing the outstanding balance of the loan” and
“[t]he remaining outstanding unpaid balance of the loan”; and CL § 12-1013.2, which
requires the credit grantor to deliver a copy of the agreement or other evidence of the loan
to the borrower. A borrower may well require compliance with these provisions of CLEC
in order to determine, for example, whether a credit lender is violating other provisions that
guard against excessive charges.
In construing CL § 12-1019, which imposes a statute of limitations for violations of
CLEC, the Court of Appeals has instructed that CL § 12-1018(a)(2) does not require a
borrower to pay excessive charges to “satisfy” the loan before obtaining relief under the
CLEC statute. Patton, 437 Md. at 106-07. The statute provides that: “[a]n action for
violation of this subtitle may not be brought more than 6 months after the loan is satisfied.”
CL § 12-1019. The Court of Appeals rejected an argument that the statute of limitations
“applies only to a cause of action that accrues after the loan is satisfied[.]” Patton, 437
Md. at 106 (emphasis in original). The Court explained:
17
Under this reading of the statute, an action could be filed for a violation of
CLEC only in the short window between satisfaction of the loan and a date
six months later. It would also mean that a borrower who was charged
interest or fees in excess of those permitted by CLEC and who wished to
bring an action to obtain relief under the statute from the excessive
charges, see CL § 12-1018(a)(2), would first have to pay the excessive
charges to “satisfy” the loan. There is no support in the case law or
legislative history for this odd interpretation of the statute. It is well-
established that a cause of action under the usury statute—the model for
CL § 12-1019—remains available if the loan is not fully paid. See
Brenner v. Pitt, 182 Md. 348, 34 A.2d 853(1943).
Patton, 437 Md. at 106-07 (emphasis added). Likewise, in Len Stoler, Inc., we observed,
in dicta, that if an act—retaining a portion of a gross excise tax—“violates CLEC, [the
plaintiff] would be entitled to penalties [prescribed] by CLEC.” 223 Md. App. at 238.
Ultimately, the plaintiff in Len Stoler, Inc. was not entitled to damages because the excise
tax allowance was not a “fee or a charge under the meaning of CLEC.” Id. at 238-39.
Under the plain meaning of CLEC, taken as a whole, we conclude that a cause of
action may accrue after a violation has occurred where the borrower can show that she has
suffered compensable damage under CLEC, subject to the credit grantor’s right to cure
pursuant to CL §§ 12-1018(a)(3) and 12-1020,7 or where the borrower requests appropriate
7
The General Assembly amended CL § 12-1018 of CLEC in 1990 to provide credit
grantors a narrow right to cure certain violations to avoid forfeiture of their right to collect
interest, costs, fees, or other charges. 1990 Md. Laws ch. 458 (S.B. 403). The General
Assembly clarified that these amendments did not affect the borrower’s right to file suit for
a violation under CLEC but altered the credit grantor’s potential liability for damages
resulting from a violation. Senate Bill 403—Floor Report of Revolving and Closed End
Credit—Corrections at 6, 8 (1990 General Assembly) in legislative file for Senate Bill 403.
18
declaratory or injunctive relief. 8
The Court of Appeals has explained that our statutory analysis may end upon a
determination that a statute’s plain meaning is unambiguous:
When the statutory language is clear, we need not look beyond the statutory
language to determine the General Assembly’s intent. 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. . . . If there is no ambiguity in the language, either
inherently or by reference to other relevant laws or circumstances, the inquiry
as to legislative intent ends.
Peterson v. State, 467 Md. 713, 727 (2020). Alternatively, “[i]n other formulations, the
Court has observed that ‘[w]hile not necessary in every instance, we often find it prudent
to scrutinize the legislative history to confirm that our interpretation of the statute’s plain
language accords with the legislature’s intent.’” Daughtry v. Nadel, 248 Md. App. 594,
613 (2020) (quoting Berry v. Queen, 469 Md. 674, 678-88 (2020)). Consistent with this
direction, and given the contrary interpretation of the narrow issue on appeal by the federal
courts, we exercise our discretion and turn to analyze the legislative history of CLEC.
8
A borrower may file an action for a violation in a court of competent jurisdiction
or file a written complaint with the Commissioner of Financial Regulation under CL § 12-
1016. If the borrower elects the administrative path, the borrower is “precluded from
raising or asserting against the credit grantor in any subsequent forum any claim, defense,
setoff, recoupment, penalty for violation, or right of any kind based on the matters
addressed in the complaint or the hearing.” CL § 12-1016(b)(3)(i). After a hearing, the
Commissioner “shall order the credit grantor to cease and desist from the act or practice”
prohibited by CLEC and also “may direct a refund only up to the amount collected by the
credit grantor from the complaining party that: 1. Exceeds the amount expressly permitted
under this subtitle; or 2. The credit grantor is expressly not permitted to collect.” CL § 12-
1016(c)(2)(ii).
19
3. Legislative History
The General Assembly enacted CLEC in 1983 as part of “the ‘Credit Deregulation
Act’ by Chapter 143 of the Laws of 1983, to entice creditors to do business in the State.”
Ford Motor Credit Co. v. Roberson, 420 Md. 649, 662 (2011). The Court of Appeals
explained in Biggus v. Ford Motor Credit Co., that CLEC was a response to problems in
the banking industry:
Prior to the 1983 session of the General Assembly, four Maryland
banks transferred certain of their operations to Delaware where the banking
laws were more favorable. These included the credit card operations of two
major banks based in Baltimore. Some 1,000 jobs were lost in the Baltimore
area. The response by the General Assembly was Chapter 143 of the Acts of
1983, the enactment of which was urged by then Mayor Schaefer of
Baltimore and others. Chapter 143 has become known as the Credit
Deregulation Act of 1983.
Chapter 143 approached problems in the banking industry three ways.
One approach dealt with the acquisition of stock in banks located in
Maryland by out-of-state bank holding companies. These provisions are now
codified as Md. Code (1980, 1992 Repl. Vol.), Title 5, Subtitle 9 of the
Financial Institutions Article (FI). The second approach was CLEC. It was
not subject to the July 1, 1985, sunset of the increase to twenty-four percent
for the maximum interest rate. § 12-1003. Among its provisions, CLEC
addressed variable rate loans (§ 12-1004), excluded up to two points in loan
fees from the usury ceiling on residential mortgages (§ 12-1005(a)), and
excluded from the usury ceiling “[r]easonable fees for services rendered or
for reimbursement of expenses incurred in good faith” (§ 12-1005(b)). The
third approach of Chapter 143 was the enactment of CL Title 12, Subtitle 9,
“Credit Grantor Revolving Credit Provisions”—provisions relating to open
end credit (OPEC)—that are companion to CLEC. OPEC, for example,
addresses revolving loan credit secured by residential mortgages.
328 Md. 188, 197 (1992). Accordingly, “[w]hen it was introduced, the bill was viewed as
primarily a deregulation effort to permit banks in Maryland to compete more effectively
with banks in nearby states.” Patton v. Wells Fargo Fin. Md., Inc., 437 Md. 83, 105 (2014).
20
1983 Amendments
However, as the Court of Appeals further elucidated, the Attorney General and
Governor had concerns that the bill introduced went “too far” in deregulating banks and
proposed a series of amendments:
The Attorney General opposed the bill in its original form, stating that
‘[t]he bill goes too far’ in removing consumer protections and urged the
Legislature to modify the bill. See Statement of Attorney General Stephen
H. Sachs (February 25, 1983). The Attorney General and the Secretary of
Licensing and Regulation urged the addition of protections for consumer
borrowers, as well as penalties for lenders who violated those provisions. See
Senate Economic Affairs Committee, Hearing Summary for Senate Bill 591
(1983); Letter of Eleanor M. Carey, Deputy Attorney General, to Delegate
Frederick C. Rummage, Chairman of House Economic Matters Committee
concerning Senate Bill 591 (March 28, 1983).
Consistent with the positions of the Attorney General and the
administration, the Governor’s Office proposed a series of amendments to
the bill. Among the proposed amendments were penalty provisions for
lender violations of CLEC. See Senate Bill 591—Analysis of Proposed
Administration Amendments (March 28, 1983) in legislative file for Senate
Bill 591.
Patton, 437 Md. at 105-06. The Governor’s Office clarified the rationale for its
amendments:
As originally drafted SB 591 provides no specific penalties, civil or criminal,
for violations of any provisions of the new subtitles. It was felt that there
should be specific penalties but not exceeding those provided under other
Maryland lending laws. These amendments would add new sections in
both subtitles, identical as to penalty, as those now existing under the
Maryland Secondary Mortgage Loan Law.
See Senate Bill 591—Analysis of Proposed Administration Amendments (March 28, 1983)
in legislative file for Senate Bill 591. Among the amendments proposed by the
Administration, and ultimately adopted by the General Assembly, was Section 12-1018,
which then provided:
21
Except for a bona fide error of computation, if a credit grantor violates any
provision of this subtitle, he may collect only the principal amount of the
loan and may not collect any interest, costs, or other charges with respect to
the loan. In addition, a credit grantor who knowingly violates any provision
of this subtitle also shall forfeit to the borrower three times the amount of
interest and charges collected in excess of that authorized by law.
In its original form, CL § 12-1018 mirrored CL § 12-413. The only difference between
the provisions is that CL § 12-1018 referenced a “credit grantor,” whereas CL § 12-413
referenced a “lender.”
1990 Amendments
Seven years later, the General Assembly amended CLEC to “clarif[y] the rights of
borrowers and credit grantors under Subtitles 9 and 10 of Commercial Law when errors
are discovered in certain credit agreements.” Senate Bill 403—Bill Analysis of Revolving
and Closed End Credit—Corrections (1990 General Assembly) in legislative file for Senate
Bill 403. Specifically, the General Assembly amended CL § 12-1018 to provide a right to
“cure” certain violations of CLEC if (1) the violation was unintentional and in good faith;
(2) within 10 days after receiving notice of the error or violation, the credit grantor corrects
the error or violation; and (3) makes the borrower whole for all losses, including reasonable
attorney’s fees and interest. Id.
As the bill’s sponsor, Senator O’Reilly, stated, the bill would provide a “very narrow
right to cure certain violations of the Credit Deregulation Act in order to avoid the forfeiture
of interest penalty.” Senate Bill 403—Floor Report of Revolving and Closed End Credit—
Corrections at 4 (1990 General Assembly) in legislative file for Senate Bill 403. The
amendments were added to protect the lender from losing out on finance charges to a
22
customer who agreed to pay those charges and who may have had use of the retailer’s funds
for years.
The Floor Report clarified that these amendments would not affect “the consumer’s
right to file suit and seek damages . . . (even if the damages after a ‘cure’ are minimal).”
The Floor Report concluded “[t]he important thing to remember is that the consumer’s
right to sue the credit grantor is not affected by the credit grantor’s right to cure” nor does
the bill “alter the current law as it relates to the credit grantor’s liability for damages for
any violation.” Id. at 6, 8 (emphasis in original). Although other minor amendments to
CL § 12-1018 have been enacted,9 CL § 12-1018 has not been substantially altered from
its form since the 1990 amendments.
9
In 1992, the Court of Appeals decided Biggus v. Ford Motor Credit Co., 328 Md.
188 (1992). There, the Court opined, in dicta, that where CLEC was silent, the provisions
of the Retail Installment Sales Act (“RISA”) could apply:
Implicit in [the consumer’s] argument that an effective election of CLEC is
“mutually exclusive” of RISA is the concept that CLEC then becomes the
only body of Maryland law that bears on any aspect of the transaction. That
is correct as to any aspect, such as interest, disclosure, or repossession, as to
which the Legislature manifested an intent that CLEC have that effect. But
there are subjects regulated by RISA, by other Maryland statutes, and by
common law, that are not addressed at all by CLEC. In other words, an
election to extend credit under CLEC does not make RISA, or other
Maryland law, entirely irrelevant to the credit transaction.
Id. at 208. In response, the General Assembly enacted Chapter 404 of the Maryland Laws
of 1993, which meant to “clarify that, for any extension of credit made prior to October 1,
1993, so long as a credit grantor has specifically elected to be under [OPEC or CLEC] or
can be construed to have extended credit under [OPEC or CLEC] (where there was no
specific election), [OPEC or CLEC] is the controlling law governing the extension of credit
and provisions of other law may not be read into the loan agreement.” Roberson, 420 Md.
at 666 n.13. The only substantive change to CL § 12-1018 was the addition of “fees” as
an impermissible collection. 1993 Md. Laws ch. 404 (H.B. 424).
23
In Pari Materia
As our review of the legislative history shows, CL § 12-1018 was originally enacted
to be “identical as to penalty” as CL § 12-413 of the Secondary Mortgage Loan Law. It is
a general rule of statutory construction that “statutes dealing with the same subject matter,
sharing a common purpose, and forming part of a similar system may be construed in pari
materia to give the full effect to each statute.” Doe v. Md. State Bd. of Elections, 428 Md.
596, 615 (2012). The statutes “must be interpreted with reference to one another and
harmonized to the extent reasonably possible.” Farmers & Merchants Nat. Bank of
Hagerstown v. Schlossberg, 306 Md. 48, 56 (1986). “Characterizing the statutes’ object
or purpose is one of the more important methods for determining whether they are
intimately enough connected to justify interpreting one statute in light of the other statute.”
Doe, 428 Md. at 615 (citing 2B Sutherland Statutory Construction § 51:3, at 222-31 (7th
ed. 2012)). “The guiding principle . . . is that if it is natural and reasonable to think that
the understanding of legislators or persons affected by a statute is influenced by another
statute, then a court construing such an act also should allow its understanding to be
similarly influenced.” 2B Sutherland Statutory Construction § 51:3 (7th ed.), Westlaw
(database updated November 2020).
The Court of Appeals has previously considered whether individual provisions in
related statutes should be considered in pari materia. In Henriquez v. Henriquez, the Court
of Appeals held that four separate provisions of the Maryland Code (1984, 2006 Repl.
Vol.), Family Law Article, §§ 7-107, 8-214, 11-110, and 12-103, which permit an award
for attorney’s fees to a prevailing party, must be read in pari materia. 413 Md. 287, 305
24
(2010). While § 12-103 did “not contain language that provides for payment of attorney[’]s
fees directly to an attorney, as in Sections 7-107, 8-214, and 11-110[,]” to “do otherwise
would foster the illogical result of permitting an award of fees directly to an attorney when
a party prevails in a divorce proceeding on fault grounds, or when a party obtains a
monetary award and could then pay the attorney, or when a party receives alimony, but not
permitting an award of fees directly to an attorney in a determination of physical custody
of children, in which each party ‘has equal constitutional rights to parent’ and at stake is
the ‘best interests’ of the children.” Id. at 306.
Likewise, in Willis v. State, the Court of Appeals, pursuant to the doctrine of in pari
materia, harmonized the definition of “apprehended” in Maryland Code (1974, 1984 Repl.
Vol.), Courts and Judicial Proceedings Article, § 10-303, regarding the timing of
administering a blood alcohol test, and “detained” in Maryland Code (1977, 1981 Supp.),
Transportation Article, § 16-205.1, concerning the procedure for administering a blood
alcohol test. 302 Md. 363, 375-77 (1985). The Court held “that an accused is
‘apprehended’ when a police officer has reasonable grounds to believe that the person is or
has been driving a motor vehicle while intoxicated or while under the influence of alcohol
and the police officer reasonably acts upon that information by stopping or detaining the
person.” Id. at 376. The Court concluded that “[h]armonizing these statutory provisions
in this manner avoids needless conflict between statutes having the same object: the
identification and removal of drunk drivers from Maryland’s highways.” Id.Returning to the present case, CLEC and SMLL not only relate to the same subject
matter—the regulation of transactions between Maryland’s consumers and
25
creditors/lenders—but the legislative history concerning CL § 12-1018 explicitly refers to
“specific penalties but not exceeding those provided under other Maryland lending laws.”
Interpreting the penalty provisions under CLEC and SMLL differently would foster the
illogical result that almost identical provisions within the same Title under the Commercial
Law Article, both concerning lending, are interpreted differently. We reject Bay Country’s
contention that because CLEC and SMLL “have different goals” the penalty provisions
“should not be read in tandem or be considered in pari materia.” To the contrary, the
legislative history relating to CL § 12-1018 reflects that the General Assembly chose
identical consumer protections for borrowers precisely to provide borrowers the same
recompense under related lending laws.
The inclusion of identical penalties for violations of CLEC and SMLL was not a
haphazard choice by the General Assembly. Rather, the legislative history clarifies that
the General Assembly intended violations under CLEC to be subject to the same penalties
as violations under SMLL. Having determined that CL § 12-1018 and CL § 12-413 should
be read in pari materia, we consider our cases analyzing CL § 12-413, given that our Courts
have not had occasion to consider CL § 12-1018 in depth.
4. CL § 12-413
The penalty provision contained in SMLL, almost identical to section 12-1018 in
the CLEC statute, provides:
Except for a bona fide error of computation, if a lender violates any provision
of this subtitle he may collect only the principal amount of the loan and may
not collect any interest, costs, or other charges with respect to the loan. In
addition, a lender who knowingly violates any provision of this subtitle also
26
shall forfeit to the borrower three times the amount of interest and charges
collected in excess of that authorized by law.
CL § 12-413. As we explain, this Court has consistently interpreted CL § 12-413 to entitle
a borrower to “seek declaratory relief with respect to any payments made within that same
time period as well as with respect to any ongoing or future liability under the loans.”
Crowder v. Master Fin., Inc., 176 Md. App. 631, 667 (2007), aff’d in part, rev’d in part on
other grounds, 409 Md. 51 (2009).
In classifying CL § 12-413, we have characterized the “civil ramifications for a
lender who violates the provisions of the SMLL [as] harsh”:
Even if the violation is unintentional, the lender is prevented from collecting
any interest or other charges exacted [from] the borrower for the loan.
Moreover, where the borrower can establish that the lender “knowingly”
violated the SMLL provisions regulating the amount of interest and other
charges imposed by the lender, the borrower may recover enhanced damages
from the lender[.]”
Id. at 664 (quoting Williams v. Standard Fed. Sav. & Loan Ass’n, 76 Md. App. 452, 455
(1988)). Likewise, in Duckworth v. Bernstein, we highlighted the “protective purposes” of
SMLL:
It is a law intended to guard the foolish or unsophisticated borrower, who
may be under severe financial pressure, from his own improvidence. The
law achieves this beneficent purpose by penalizing even the unwitting
violator, to the extent of limiting him to recovery of the principal amount of
the loan. This is consistent with the strong Maryland policy against
usury. See Plitt v. Kaufman, 188 Md. 606, 612, 53 A.2d 673 (1946). It is
also consistent with the legislative approach to consumer protection[.]
55 Md. App. 710, 724 (1983); see also Thompkins v. Mountaineer Invs., LLC, 439 Md.
118, 124 (2014) (noting SMLL was “designed to curb predatory practices that had caused
many people, often minorities and older people who were in debt and ignorant of the
27
intricacies of the law, to lose their homes and become subject to crushing deficiency
judgments for hugely inflated interest, costs, and fees” (citation omitted)).
In Duckworth, borrowers claimed that a lender violated SMLL by fraudulently
requiring the borrowers “to sign false statements indicating that the loans were for a
commercial purpose when they were not[.]” 55 Md. App. at 712. There, the borrowers
entered into a loan for the principal amount of $9,000 and received proceeds in the amount
of $5,100. Id. at 715. The borrowers made a total of $6,036.24 in payments—less than
the $9,000 principal loan amount. Id. at 717. The borrowers requested a declaration that
the principal amount had been paid in full and for “damages provided by § 12-413 of
[SMLL].” Id. at 713. At a hearing, a chancellor “did not determine whether the transaction
was a commercial loan or a secondary mortgage loan, nor did he issue any declaration as
to the rights of the parties.” Id. We concluded, among other things, that the chancellor
“was wrong . . . in failing to declare the rights of the parties with respect to the principal
amount of the debts[.]” Id.
This Court directed the chancellor to determine on remand whether the transaction
was a commercial loan or a secondary mortgage loan. Id. at 726. We instructed:
On remand, the chancellor must determine whether the 1979 loan was
a commercial loan. If he so finds, the matter is concluded and judgment
should be entered for [lender]. If he does not so find, the transaction was a
secondary mortgage loan, and he must then further find whether [agent]
knew or should have known the transaction was not a commercial loan. If
he finds the requisite knowledge, he must then calculate the damages due the
[borrower] under the second sentence of § 12-413 and enter judgment for the
[borrower] in that amount.
Even if he finds that [the agent] neither knew nor should have known
that the loan was not commercial, he must calculate the principal balance
on the loan and frame a declaratory decree stating the amount of principal
28
[lender] is entitled to recover. If [lender] has already been paid more than
that amount, the [borrowers] are entitled to judgment for the excess.
Id. at 727 (emphasis added). See also Coner v. Morris S. Berman Unlimited, Inc., 65 Md.
App. 514, 516 (1985) (vacating the judgment and remanding the case “for redetermination
of the amount, if any, due on the mortgage” for violation of CL § 12-413).
More recently, in Crowder, we concluded that the “circuit court erred in granting
the lenders’ motions to dismiss the claims under SMLL solely on the basis that all such
claims were barred by statute of limitations.” 176 Md. App. at 665. In remanding the case,
we determined that the appellants “were entitled to sue for the remedy provided by [SMLL]
§ 12-413 following each payment of sums in excess of the principal. . . Similarly, they
were entitled to seek declaratory relief with respect to any payments made within that
same time period as well as with respect to any ongoing or future liability under the
loans.” Id. at 667 (emphasis added). We directed: “On remand, the court may be guided
by the comments this Court made with respect to the remand ordered in Duckworth.” Id.
at 670. We again reiterated, as we had in Duckworth, that the circuit court “must calculate
the principal balance on the loan and frame a declaratory decree stating the amount of
principal [the lender] is entitled to recover. If [the lender] has already been paid more than
that amount, the [borrowers] are entitled to judgment for the excess.” Id. (quoting
Duckworth, 55 Md. App. at 727).
This Court has consistently allowed a borrower under SMLL to “seek declaratory
relief with respect to any payments made . . . as well as with respect to any ongoing or
future liability under the loans,” id., and determined that a court must “calculate the
29
principal balance on the loan and frame a declaratory decree stating the amount of principal
[the lender] is entitled to recover,” regardless of whether the borrower has paid amounts in
excess of the principal, Duckworth, 55 Md. App. at 727. Accordingly, we conclude that
under the doctrine of in pari materia, we should interpret CL § 12-1018 as we do CL § 12-
413 to allow a cause of action under CLEC for declaratory and injunctive relief, as well as
a claim solely for damages seeking penalties under CL § 12-1018(a)(2). Before we
conclude our analysis, we consider the purpose of the statutory scheme and whether CL §
12-1018 should be interpreted to advance any remedial purpose.
5. Remedial Purpose
As the Court of Appeals has stressed, our “primary goal in interpreting statutory
language is to discern the legislative purpose, the ends to be accomplished, or the evils to
be remedied by the statutory provision under scrutiny.” Lockshin v. Semsker, 412 Md. 257,
274 (2010). In construing a statute to “advance [its] purpose,” Neal v. Fisher, 312 Md.
685, 693 (1988), we construe a remedial statute broadly ‘“in order to effectuate [its] broad
remedial purpose,”’ Lockett v. Blue Ocean Bristol, LLC, 446 Md. 397, 424 (2016) (quoting
Pak v. Hoang, 378 Md. 315, 326 (2003)). Likewise, “[f]or similar reasons, exemptions
from remedial legislation must be narrowly construed.” Id. (citation and quotation marks
omitted). The Court of Appeals generally defined remedial statutes in Langston v. Riffe:
Generally, remedial statutes are those which provide a remedy, or improve
or facilitate remedies already existing for the enforcement of rights and the
redress of injuries. They also include statutes intended for the correction of
defects, mistakes and omissions in the civil institutions and the
administration of the state. The definition of a remedial statute has also been
stated as a statute that relates to practice, procedure, or remedies and does
not affect substantive or vested rights.
30
359 Md. 396, 408-09 (2000) (quoting 3 Sutherland Statutory Construction § 60.02, at 152
(5th ed. 1993)); see also Cathey v. Bd. of Rev., Dep’t of Health & Mental Hygiene, 422
Md. 597, 605 (2011) (quoting favorably definition of remedial statutes in 3 Sutherland
Statutory Construction § 60.02, at 152 (5th ed. 1993)). “Under Maryland law, statutes are
remedial in nature if they are designed to correct existing law, to redress existing grievances
and to introduce regulations conducive to the public good.” Langston, 359 Md. at 409(citation and quotations omitted). Our Court of Appeals has “repeatedly held that remedial
statutes are to be construed ‘liberally’ in favor of claimants, to suppress the evil and
advance the remedy.” Cathey, 422 Md. at 605.
As set out above, CL § 12-1018 was designed to provide “protections for consumer
borrowers, as well as penalties for lenders who violated those provisions.” Patton v. Wells
Fargo Fin. Md., Inc., 437 Md. 83, 105 (2014). The “evil” in this context is the failure of
credit grantors to follow the dictates of CLEC, and the “remedy” for such a violation is
primarily the prohibition from collecting “any interest, costs, fees, or other charges with
respect to the loan.” CL § 12-1018(a)(2). It protects a borrower from a credit grantor’s
unbridled violation of CLEC. We, accordingly, hold that CL § 12-1018 is remedial in
nature.
We note that our conclusion is buttressed by our prior characterization of CL § 12-
413. We have recognized CL § 12-413 of SMLL as ‘“remedial [in] nature,’ and stated that
the remedies provided for borrowers by the statute are ‘private benefit[s] [conferred] as
recompense for the wrong they had suffered as a result of [lenders’] failure to heed the
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restrictions of the SMLL.’” Crowder, 176 Md. App. at 663 (quoting Williams v. Standard
Fed. Sav. & Loan Ass’n, 76 Md. App. 452, 455-56 (1988)).
In concluding that CL § 12-1018 is remedial in nature, we further note that a broad
interpretation of this statutory provision better matches its purpose to provide protection
for borrowers from violations of CLEC. Foreclosing declaratory or injunctive relief until
the credit grantor has received the return of its principal—while the grantor may continue
to violate CLEC with impunity—delays relief under CLEC. For example, CL § 12-1005(a)
provides that certain fees and charges “when combined with any finder’s fee imposed by a
mortgage broker under § 12-804, may not exceed 10 percent of the original extension of
credit.” We think it would frustrate the remedial purpose of the statute if a borrower was
forced to continue paying fees in excess of 10 percent until the principal amount of the loan
was paid off. In another example, if a credit grantor begins charging interest in excess of
24% (in violation of CL § 12-1003) on a car loan, we think it would also frustrate the
purpose of CLEC if the borrower was barred from enjoining these violations before the
credit lender repossesses the car merely because the borrower could not afford to pay off
the remaining principal on the loan.
Based on the remedial purpose of CL § 12-1018(a)(2), we conclude that a borrower
may be entitled to the penalties provided in CL § 12-1018 upon a violation of one or more
of CLEC’s provisions.
6. Analysis
We have established that a plaintiff is required to allege actual damages or request
appropriate declaratory or injunctive relief under CLEC in order to survive a motion to
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dismiss for failure to state a claim. Ms. Bolling has failed to allege actual damages or
request any other appropriate relief.
The operative complaint alleged two potential violations of CLEC: that Bay Country
“specifically refused to provide Ms. Bolling with the requested written statement” in
violation of CL § 12-1025; and that, “[a]fter the date of the repossession, [Bay Country]
demanded money from Ms. Bolling in an amount not collectible under her credit contract.”
Ms. Bolling’s complaint contains the general allegation that her “claim” totals $35,000.00.
We disagree with the circuit court’s conclusion that Ms. Bolling’s claim for relief
under CL § 12-1018(a)(2) failed because that statute limits the borrower’s relief under
CLEC to payments made in excess of the principal amount of the loan, as articulated in the
string of federal cases tracing back to Bediako v. American Honda Finance Corp., 537 F.
App’x 183 (4th Cir. 2013). However, missing from Ms. Bolling’s complaint, or her
response to the motion to dismiss, are any factual allegations that Bay Country collected
more than the principal loan amount or that support her claim that Bay Country demanded
“money . . . in an amount not collectible under her credit contract.” Ms. Bolling did not
seek declaratory or injunctive relief but only prayed “actual damages” and statutory
penalties under CL 12-1018(a) and (b) and without identifying the damages sustained.10 In
10
Ms. Bolling does not challenge the trial court’s determination under CL § 12-
1018(b) that she was not entitled to treble damages. On this point, the trial court determined
that treble damages were unavailable because the “case does not involve allegations in
excess of the principal amount” and “[e]ven if it did, the complaint fails to state a claim for
relief as it is devoid of factual allegations constituting a knowing violation of CLEC.”
Because Ms. Bolling does not challenge or even address the trial court’s determination
under CL § 12-1018(b), we do not address whether, as Bay Country argued below, treble
damages only apply when the borrower has paid more than the principal.
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short, Ms. Bolling’s amended complaint fails to assert a compensable claim under CLEC
or other appropriate relief. Accordingly, we affirm the judgment of the trial court
dismissing Count I of the amended complaint for failure to state a claim.
7. Conclusion
Based on CLEC’s plain language, its statutory construction and legislative history,
the broad remedial purpose of CL § 12-1018, and the principles articulated in Patton v.
Wells Fargo Financial Maryland, Inc., 437 Md. 83 (2014), Len Stoler, Inc. v. Wisner, 223
Md. App. 218 (2015), and Crowder v. Master Fin., Inc., 176 Md. App. 631, 667 (2007),
we hold that a borrower may bring a claim under CLEC for a violation against a credit
lender, even when the borrower has not paid amounts in excess of the principal. A
borrower may bring a claim for declaratory and injunctive relief and/or a claim for
damages. We hold that the underlying complaint failed to allege actual damages or request
other appropriate relief under CLEC. We affirm the judgment of the circuit court.
JUDGMENT OF THE CIRCUIT COURT
FOR BALTIMORE CITY AFFIRMED;
COSTS TO BE PAID BY APPELLANT.
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