## Facts

- Kareem Grant contracted on May 29, 2007 to buy a condominium from Jeffrey Ganz for $320,000, subject to a financing contingency in a county addendum.
- The addendum required delivery of a specified form by a financing deadline to remove the contingency; if not delivered, the contingency continued unless the seller opted to void the contract by notice, with a further three-day cure period for the buyer.
- Grant did not deliver the specified form removing the financing contingency, and Ganz never gave notice to void the contract.
- On July 20, 2007, while the sales contract was still executory, Stacy and Steven Kahn obtained a confessed judgment against Ganz in the Circuit Court for Montgomery County.
- On July 31, 2007, Grant closed, paid the purchase price, and received a deed without knowledge of the confessed judgment.
- The Kahns sought to execute on the judgment by levying on the condominium as Ganz’s property.
- Grant moved to release the property from levy, arguing that equitable conversion vested equitable title in him on the contract date, leaving Ganz only an interest in the purchase money.
- The circuit court denied the motion, concluding the financing contingency prevented equitable title from passing before the judgment.

## Issues

1. Whether a residential sales contract containing an unresolved financing contingency is specifically enforceable such that equitable conversion transfers equitable title to the buyer upon execution.
2. Whether a judgment entered against the seller after contract execution but before closing can attach as a lien to the real property when equitable conversion applies.
3. Whether contract language making termination discretionary with the seller (rather than automatic) affects the operation of equitable conversion.

## Decision

- The Court of Special Appeals reversed the circuit court’s denial of Grant’s motion to release the property from levy.
- The court held that equitable title passed to Grant when the contract was executed, notwithstanding the financing contingency and the absence of the formal removal form.
- Because equitable conversion applied as of the contract date, the Kahns’ later judgment against Ganz could not attach to the condominium.
- The case was remanded for proceedings consistent with releasing the property from the levy.

## Legal Principles

- Under Maryland’s equitable conversion doctrine, a specifically enforceable contract for the sale of land transfers equitable title to the purchaser at contract execution, leaving the seller with an interest in the purchase money.
- A financing contingency does not categorically prevent equitable conversion; its effect depends on whether it negates specific enforceability or instead provides a conditional termination mechanism.
- Where a contract provides that failure to remove a financing contingency does not automatically void the contract and instead gives the seller an option to terminate upon notice, the contract may remain enforceable unless and until termination is properly invoked.
- A judgment lien against a seller obtained after an enforceable land-sale contract is executed cannot reach the real property if equitable title has already shifted to the buyer; the creditor’s recourse is against the seller’s remaining interest.

## Conclusion

The appellate court held that the financing contingency, structured as a continuing condition subject to the seller’s optional termination by notice, did not prevent equitable conversion; equitable title vested in the buyer at contract execution, so a later judgment against the seller could not be enforced by levying on the property.


Grant v. Kahn, 198 Md. App. 421, 18 A.3d 91 (Ct. Spec. App. 2011)