## Facts

- Theresa and Dale St. Louis obtained a commercial loan through a mortgage broker; they expected a modest prepayment penalty of about 5% of principal (roughly $13,000).
- The executed loan documents contained a substantially more burdensome prepayment provision; when the borrowers prepaid, the penalty exceeded $100,000 plus costs.
- The closing was conducted by Sarah Wilkinson of Wilkinson Law Offices, P.C., who served only as settlement/closing agent and did not act as counsel for the borrowers.
- At closing, Wilkinson displayed and read aloud a “funding details” summary sheet prepared by an unidentified third party; the sheet stated prepayment terms consistent with a 5% penalty.
- Wilkinson stated that prepayment clauses are common in commercial loans and remarked that, at the percentage reflected on the summary sheet, the penalty would be about $13,000.
- The trial court found Wilkinson’s duties regarding the summary were limited to reciting its contents; she did not represent that she prepared, verified, or warranted the substantive accuracy of the summary or underlying loan terms.

## Issues

1. Whether a closing agent commits negligent misrepresentation by reading and discussing a third-party closing summary that inaccurately describes a loan’s prepayment penalty.
2. Whether Maine law or public policy imposes a categorical duty on closing agents (including attorneys acting as settlement agents) to know, understand, and effectively verify all closing documents’ substantive terms for borrowers’ protection.

## Decision

- The Supreme Judicial Court of Maine affirmed judgment for Wilkinson Law Offices, P.C.
- The Court held the evidence did not establish negligent misrepresentation by the closing agent on this record.
- The Court declined to adopt a broad rule requiring all closing agents to know and understand all closing documents’ contents as a matter of law or policy.

## Legal Principles

- Negligent misrepresentation requires proof that, in the course of business or profession, a defendant supplied false information for the guidance of others, failed to use reasonable care in obtaining or communicating it, and caused justifiable reliance and pecuniary loss.
- The scope of a closing agent’s duty and potential liability depends on the agent’s retained role and the representations actually made; merely reciting information from a third-party summary does not, without more, constitute supplying false information.
- A closing agent’s accurate description of general practices (e.g., that prepayment clauses are common) and a mathematically correct estimate based on a stated percentage is not a misrepresentation of the actual contract terms absent an assertion that the summary reflects the controlling documents.
- Maine law does not impose a categorical obligation on all closing agents to independently verify and ensure the substantive correctness of every closing document for borrowers.

## Conclusion

The court affirmed judgment for the law firm because the closing attorney, acting only as settlement agent, did not originate or warrant the incorrect prepayment information and did not make actionable false statements; the court also rejected a proposed across-the-board duty requiring all closing agents to verify and understand all closing documents’ substantive terms.


St. Louis v. Wilkinson Law Offices, P.C., 55 A.3d 443 (Me. 2012)