Tower Oaks Boulevard, LLC v. Procida, 100 A.3d 1255

Tower Oaks Boulevard, LLC owns a single commercial property; TOB Holdings holds a deed of trust on the Property and appointed Procida and Bouyea as substitute trustees for foreclosure.
John D. Buckingham, manager of Oak Plaza and Tower Oaks, developed dementia; guardians were appointed giving David guardianship power to act for John’s estate and Tower Oaks’ management.
A first foreclosure action was filed in 2012; a sale occurred and was later set aside; Tower Oaks later engaged GFEF to defend in the first action.
After John’s death (Oct. 17, 2012), Oak Plaza’s operating documents were amended by a Second Amendment to transfer managerial succession to Richard, Susan, and David, without Thomas and Daniel’s signature.
The second foreclosure action was filed Oct. 22, 2012; Tower Oaks sought a stay and dismissal asserting lack of authority for defense actions taken by David; the circuit court denied the stay and dismissed claims for authority reasons.
On appeal, Tower Oaks challenges the circuit court’s ruling that David lacked authority to defend Tower Oaks in the second foreclosure action; the court ultimately affirms, holding Thomas and Daniel, as managers, had exclusive authority to decide defense.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Authority to defend second foreclosure action	Tower Oaks: David had post-death guardianship authority to act as Manager.	Trustees: Only Thomas and Daniel as Oak Plaza managers could authorize defense; David lacked authority.	David lacked authority; Thomas and Daniel validly controlled defense decisions.
Effect of the Second Amendment to Oak Plaza Operating Agreement	Second Amendment validly altered succession and empowered David to defend Tower Oaks.	Second Amendment invalid; required written consent of all Oak Plaza Members; did not obtain Thomas and Daniel signature.	Second Amendment invalid; required unanimous consent; did not change governance.
Pre-authorization to defend before death	David pre-authorized defense via engagement letter for all foreclosure proceedings.	Engagement letter did not authorize post-death actions; proceedings did not exist before October 2012.	Pre-authorization did not extend to defense of a post-death foreclosure action.
Ratification of unauthorized acts	Thomas and Daniel ratified David’s defense actions.	Insufficient evidence of ratification; Daniel had no knowledge of the act; ratification requires joint action by both managers.	No valid ratification at the January 10, 2013 hearing; later ratification possible but not proven.

Coburn v. Coburn, 342 Md. 244 (1996) (mootness and standards for appellate review)
Bailiff v. Woolman, 169 Md. App. 646 (2006) (appellate review of independent grounds)
In re Uwimana, 274 F.3d 806 (4th Cir. 2001) (agency ratification doctrine in Maryland context)