## Facts

- Keyingham Investments, LLC and Peter St. Martin (doing business through a lending entity) agreed to loan $106,000 to a man claiming to be the owner of certain residential property, in exchange for a security deed intended to encumber that property for the loan.
- Before closing, Fidelity National Title Insurance Company issued a title insurance commitment (binder) stating it would insure against defects in title once stated conditions were met.
- The commitment was executed on Fidelity’s behalf by a law firm that acted as Fidelity’s authorized agent for the closing, and the firm also served as closing counsel.
- A key condition required: “Documents satisfactory to the Company creating the interest in the land and/or mortgage to be insured must be signed, delivered and recorded,” including execution, delivery, and recordation of a $106,000 security deed in favor of the named lenders (in specified percentage interests).
- Pursuant to the commitment, Fidelity’s agent law firm prepared the closing documents, including the security deed.
- At the May 12, 2004 closing, the law firm checked the borrower’s identification (including a driver’s license with a photo) and, satisfied with what was presented, completed the closing, disbursed the loan proceeds, and recorded the security deed.
- The borrower later defaulted, and the lenders discovered that the borrower was an imposter who had forged the real owner’s name; as a result, the security deed was void and did not create a valid lien or security interest in the property.
- The lenders made a claim under the title insurance commitment. Fidelity denied the claim, arguing that the forged deed did not give the lenders an insurable interest in the property and therefore there was no covered interest to insure.
- The lenders sued Fidelity for breach of contract based on the commitment. Both sides sought summary judgment. The trial court granted summary judgment to Fidelity and denied the lenders’ motion.

## Issues

1. Whether, under the plain language of Fidelity’s title insurance commitment, the condition requiring execution, delivery, and recordation of a security deed was satisfied when the deed was executed and recorded but later discovered to be forged.
2. Whether Fidelity could deny coverage under the commitment on the theory that a forged security deed is void and therefore did not “create” a valid insured interest.

## Decision

- The trial court granted summary judgment to Fidelity and denied summary judgment to the lenders.
- The Georgia Court of Appeals reviewed the summary-judgment ruling de novo.
- The Court of Appeals reversed, holding that the commitment’s stated condition was satisfied and that Fidelity was contractually obligated under the commitment to provide the promised title insurance coverage for the lenders’ loss stemming from the forgery.
- The case was remanded for further proceedings consistent with the appellate ruling.

## Legal Principles

- A title insurance commitment is construed using ordinary rules of contract interpretation; when language is clear, courts apply its plain meaning rather than adding unstated requirements.
- When a commitment conditions issuance of coverage on specific, objective steps (such as execution, delivery, and recordation of a security deed in a stated amount and in favor of named lenders), those conditions are satisfied if the steps occur as specified.
- A title insurer may not avoid its commitment obligation by recharacterizing a stated condition to require an additional element (such as later-verified authenticity of the signer) when that requirement is not expressed in the commitment’s text.
- Acts and determinations of an insurer’s authorized closing agent—such as preparing the closing documents, accepting them as satisfactory, completing the closing, and recording the deed—are attributed to the insurer for purposes of meeting the commitment’s conditions.
- On summary judgment, where the material facts are undisputed and the dispute turns on the meaning of the commitment’s language, the question is one of law for the court.

## Conclusion

The Georgia Court of Appeals held that Fidelity’s title insurance commitment required coverage because the commitment’s stated precondition—execution, delivery, and recordation of a $106,000 security deed in favor of the lenders—was satisfied at closing through Fidelity’s agent, and Fidelity could not defeat its contractual obligation by later relying on the discovery that the security deed was forged and void.


Keyingham Investments, LLC v. Fidelity National Title Insurance Co., 680 S.E.2d 442 (2009)