## Facts

- Plaintiffs purchased a parcel of unimproved land using mortgage financing from a bank.
- The mortgage application stated conspicuously that the bank’s attorney would represent the bank’s interests and that the borrowers could retain their own attorney.
- The bank retained an attorney to examine title and prepare closing documents.
- The attorney examined the chain of title and certified to the bank that title was good for mortgage purposes.
- Years later, when plaintiffs attempted to sell, a subsequent title examination revealed a defect: the chain relied on did not include the lot plaintiffs believed they owned.
- Plaintiffs sued the attorney and the bank for negligent misrepresentation and related negligence-based theories, claiming reliance on the attorney’s certification and the bank’s conduct.
- After a bench trial, judgment entered for both defendants; plaintiffs appealed.

## Issues

1. Whether G.L. c. 93, § 70 treated the mortgagee’s attorney’s title certification as rendered for the mortgagors’ benefit when the mortgaged property was unimproved land.
2. Whether an attorney–client relationship existed between the borrowers and the bank’s attorney who examined title and handled the closing.
3. If no attorney–client relationship existed, whether the attorney nonetheless owed the borrowers a duty based on foreseeable reliance sufficient to support negligence or negligent misrepresentation liability.
4. Whether the bank was liable for negligent misrepresentation based on any statements or implied assurances about the title examination or title status.

## Decision

- The Supreme Judicial Court affirmed judgment for both defendants.
- G.L. c. 93, § 70 did not apply because the transaction involved unimproved land rather than covered residential property.
- The evidence supported the finding that no attorney–client relationship existed between the borrowers and the bank’s attorney.
- The attorney owed no actionable duty to the borrowers as nonclients because the borrowers were expressly informed the attorney represented only the bank and were advised they could retain separate counsel; under these circumstances, reliance by the borrowers was not legally foreseeable.
- The bank was not liable for negligent misrepresentation because it made no representation to the borrowers about the title examination or the sufficiency of title before the closing, and the borrowers made no inquiry on that subject.

## Legal Principles

- G.L. c. 93, § 70’s provision deeming a mortgagee’s attorney’s title certification to benefit the mortgagor applies only within the statute’s defined residential contexts and does not extend to purchasers of unimproved land.
- Absent an attorney–client relationship, an attorney generally owes no duty of care to a nonclient in connection with legal services rendered to a client, particularly where the attorney’s obligations to the client may conflict with the nonclient’s interests.
- A nonclient’s “foreseeable reliance” is substantially limited where the nonclient is explicitly warned that the attorney represents another party and is advised to obtain independent counsel.
- Negligent misrepresentation requires a representation (or supply of false information) communicated to the plaintiff under circumstances creating a duty of care; internal reliance by a lender on its own attorney’s title certification, without communicating assurances to the borrower, is not a misrepresentation to the borrower.

## Conclusion

The court held that borrowers who were warned the lender’s attorney represented only the lender could not recover from that attorney for an erroneous title certification on unimproved land, and the bank incurred no negligent misrepresentation liability absent any pre-closing representation to the borrowers about the title examination or title status.


Page v. Frazier, 388 Mass. 55 (1983)