Bank of New York Mellon v. Nagaraj, 105 A.3d 1044

In 2007 Nagachandra borrowed $944,000 secured by a deed of trust on 9208 Gladys Farm Way; loan later pooled into a trust for which Bank of New York Mellon was trustee.
Substitute trustees conducted a foreclosure sale in 2010; the trial court ratified the sale on November 5, 2010 after denying the homeowners’ exceptions.
The homeowners appealed; this Court affirmed the ratification in an earlier unpublished opinion (No. 2338, Sept. Term 2010).
Despite the ratification and affirmed judgment, the homeowners remained in possession; the bank moved for possession in July 2013.
In August 2013 the homeowners moved to vacate the ratification relying on Maddox v. Cohn (decided 2012), arguing the sale advertisement improperly required purchasers to pay trustees’ attorneys’ fees and thus violated public policy and trustees’ duty to maximize sale proceeds.
The circuit court granted the motion and vacated the ratification nearly three years after entry; the Bank appealed and this Court reversed.

Issue	Bank's Argument	Homeowners' Argument	Held
Whether the trial court could vacate a ratification already affirmed on appeal	Trial court lacked jurisdiction after appellate affirmance; judgment final	Vacatur was required to prevent manifest injustice and enforce public policy from Maddox	Court held trial court erred; judgment final after appeal, vacatur improper
Whether post-ratification attack was barred absent fraud, mistake, or irregularity	Sale validity can be challenged only for fraud/mistake/irregularity; homeowners showed none	Maddox-created public policy violation excuses delay and permits relief	Court held res judicata and Rule 2-535 restrict relief; no such showing made; homeowners barred
Whether homeowner waived objection to advertised attorneys’ fees by failing to raise before ratification	Homeowners waived under Md. Rule 14-305 by not objecting pre-ratification	Waiver is excused because Maddox clarified public policy and sale caused irreparable harm	Court held objection could have been raised earlier; waiver/res judicata apply
Retroactive application of Maddox to pre-ratification sales	Retroactive application to affirmed sales undermines finality and public policy favoring repose	Public policy requires invalidating improper fee clauses regardless of timing	Court rejected retroactive application to overturn an affirmed ratification; finality controls

Manigan v. Burson, 160 Md. App. 114 (final ratification is res judicata except for fraud or illegality)
Ed Jacobsen, Jr., Inc. v. Barrick, 252 Md. 507 (same principle on finality of ratified sale)
Buffin v. Hernandez, 44 Md. App. 247 (trial court loses jurisdiction to modify a judgment after appellate affirmance)
Maddox v. Cohn, 424 Md. 379 (trustees may not advertise purchaser obligation to pay trustees’ attorneys’ fees; such practice abuses discretion and violates trustees’ duty to maximize proceeds)
101 Geneva LLC v. Wynn, 435 Md. 233 (Maddox did not announce a new rule of law)