U.S. Bank, N.A. v. Duane C. Beedle et al. — 2020 ME 84

MAINE SUPREME JUDICIAL COURT 	Reporter of Decisions
Decision: 	2020 ME 84
Docket: 	Ken-19-144
Submitted
On Briefs: October 24, 2019 and May 12, 2020
Decided: 	June 9, 2020
Panel: 	MEAD, GORMAN, JABAR, and HUMPHREY, JJ., and HJELM, A.R.J.*
U.S. BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR BANC OF AMERICA
FUNDING 2008-FTI TRUST, MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2008-FTI
v.
DUANE C. BEEDLE et al.
JABAR, J.
[¶1] 	U.S. Bank, National Association, as Trustee for Banc of America
Funding 2008-FTI Trust, Mortgage Pass-Through Certificates Series 2008-FT1
(“U.S. 	Bank”) 	appeals 	from 	a 	District 	Court 	judgment 	(Waterville,
Montgomery, J.) entered in favor of Duane Beedle following a bench trial in
this foreclosure action. 	The judgment was based on the court’s conclusion
that U.S. Bank did not prove that it owns the mortgage and therefore does not
have standing to file a foreclosure action. Because the evidence establishes, as
* Justice Hjelm participated in the initial conference while he was an Associate Justice and, on
order of the Senior Associate Justice, was authorized to continue his participation in his capacity as
an Active Retired Justice. Justice Alexander participated in the initial conference but retired before
this opinion was certified.

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a matter of law, that the 2012 assignment of the mortgage was enforceable,
we vacate the judgment and remand the matter to the District Court with
instructions to consider the evidence on the remaining aspects of U.S. Bank’s
foreclosure claim.
I. BACKGROUND
A. 	Mortgage and Assignment History
[¶2] 	On September 18, 2003, Duane and Julie Beedle executed a note
and mortgage in favor of lender Fleet National Bank for the purchase of
property located in Belgrade.
[¶3] 	In 2012, 	the 	mortgage 	was assigned 	to U.S. Bank, National
Association, as trustee for the certificate-holders of the Banc of America
Funding Corporation 2008-FTI Trust, Mortgage Pass-Through Certificates,
Series 2008-FTI (“Assignee #1”).1 	Although the assignment provided that
“Fleet National Bank . . . hereby assigns to [Assignee #1] all Assignor’s right,
title and interest in and to the [Beedle] mortgage,” it was signed by an agent of
Bank of America, N.A. (“BOA”), as Fleet’s successor by merger. 	The signature
for the assignor reads “Bank of America, N.A. SBM to Fleet National Bank.”
1 The names of the first assignee and the plaintiff, U.S. Bank, are strikingly similar. For clarity,
we refer to the first assignee as “Assignee #1.”

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[¶4] 	Julie and Duane Beedle divorced in 2012. 	On April 13, 2014,
Duane Beedle executed a 	“Home Affordable Modification Agreement” to
“amend and supplement” the note and the mortgage. 	Not long after, Duane
Beedle stopped making mortgage payments and, in November 2016, the
servicer of the mortgage sent Beedle a notice of default. 	Beedle did not cure
the default, and U.S. Bank declared the entire principal amount outstanding.
[¶5] 	A second assignment was executed on April 17, 2017, by which
U.S. Bank claims that Assignee #1 assigned its interest in the mortgage to U.S.
Bank.2 U.S. Bank commenced this action soon after.
B. 	The Foreclosure Action
[¶6] 	A bench trial was held on August 16, 2018. 	Among other things,
Beedle 	objected to 	U.S. 	Bank’s 	introduction of 	the 	2012 	assignment 	to
Assignee #1. 	Pointing to BOA’s signature as Fleet’s successor by merger on
the 2012 assignment, Beedle’s attorney stated:
I assume the Court is aware successor by merger, which would
indicate that in 2012, when this was assigned [by] Fleet Bank,
Fleet National Bank did not exist, and while the signature is done
by Bank of America successor by merger, the assignment itself is
by Fleet National Bank, which didn’t exist, which could not have
2 Given its conclusion that U.S. Bank did not own the mortgage because the first assignment was
ineffective, 	the 	court 	did 	not 	reach 	Beedle’s 	assertion 	that 	the 	second 	assignment 	was
unenforceable.

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assigned anything at that point. 	Therefore, the assignment is not
valid and I don't think it should be admitted.
Counsel for U.S. Bank responded by explaining, inter alia, that “Fleet National
Bank is the entity named in the mortgage, Bank of America has authority, as
successor by merger to Fleet National Bank, and is therefore the one that
executed the assignment. . . . Bank of America, as successor by merger, has the
authority to execute assignments on an assumed entit[y’s] behalf.” 	Beedle’s
attorney disagreed, stating:
Well, there’s no evidence of any of that, Your Honor. What this is,
is an assignment from Fleet National Bank to [Assignee #1] . . . .
Fleet National Bank did not own the mortgage at the time because
it became part of Bank of America, as is evidenced by the signature.
If it’s required for the signature, it’s required for the assignor. It’s
not the proper assignor, therefore this transfers nothing.[3]
(Emphasis added.) The court reserved ruling on the admissibility of the 2012
assignment, as well as certain other evidence introduced by U.S. Bank. 	The
record was left open, but U.S. Bank did not present any additional evidence
relating to BOA’s merger with Fleet.
[¶7] 	In an order entered on January 16, 2019, after the parties filed
written summations, the District Court found that U.S. Bank “failed [to] meet
3 It appears Beedle’s argument was that the assignment was invalid based solely on the fact that
it states “Fleet National Bank . . . hereby assigns to [Assignee #1] all Assignor’s right, title and
interest in and to the [Beedle] mortgage,” instead of reading “Bank of America hereby assigns . . . .”

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its burden of proving ownership of the mortgage due to a faulty [2012]
assignment.” The court explained:
In the first assignment [of] record in this case, Bank of America’s
agent as successor by merger would have authority to assign
right, title and interest in the mortgage 	only if 	the assignor
actually owned the right, title, and interest it purported to assign.
Without any evidence establishing the occurrence of the merger
and 	what 	interests, 	if 	any, 	in 	the 	mortgage 	were 	actually
transferred, there is a break in the chain of ownership of the
mortgage. . . . Proof of the merger is the missing link in the
ownership chain because without it, the court cannot conclude
what right, title or interest, if any, in the mortgage was transferred
from Fleet National Bank to [Assignee #1].
(Emphases in original.) 	As a result, the court concluded that U.S. Bank failed
to 	prove 	ownership 	of 	the 	mortgage 	and 	therefore 	lacked 	standing 	to
foreclose on the property. The court entered judgment in favor of Beedle.4
[¶8] 	U.S. Bank filed a motion to reconsider, see M.R. Civ. P. 59, arguing
that the court should have taken judicial notice of Fleet’s merger with BOA or,
alternatively, dismissed the complaint without prejudice. 	U.S. Bank attached
two documents to its motion as proof of the merger, including an affidavit
signed by an assistant secretary of BOA stating that Fleet had merged into
BOA on June 13, 2005, and a copy of Fleet National Bank’s institution history
4 See infra note 5.

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page from the Federal Financial Institutions Examination Council’s website,
which also showed that Fleet had merged into BOA.
[¶9] 	The court denied U.S. Bank’s motion to reconsider on April 4,
2019, and U.S. Bank timely appealed. M.R. App. P. 2B(c)(2)(D).
II. DISCUSSION
[¶10] 	U.S. Bank contends that the District Court erred when it found
that U.S. Bank failed to carry its burden of proving ownership of the mortgage
and accordingly lacked standing to foreclose on the property.5 “We review the
facts underlying a determination of standing for clear error, and we review
the court’s ultimate determination of standing de novo as an issue of law.”
Bank of Am., N.A. v. Greenleaf, 2014 ME 89, ¶ 6, 96 A.3d 700 (citations
omitted).
5 U.S. Bank raises three alternative arguments. First, U.S. Bank contends that the District Court
should have taken judicial notice of the merger even though U.S. Bank did not ask the court to do so
until after the record was closed. See M.R. Evid. 201. Next, U.S. Bank contends that the court should
have concluded that Beedle was statutorily barred from challenging the validity of the assignment.
Finally, U.S. Bank contends that the court erred by entering judgment for Beedle instead of
dismissing the complaint without prejudice for lack of standing. Because we hold that U.S. Bank
proved that the 2012 assignment was effective—an issue that is relevant to standing but also
separately to the merits of its foreclosure claim, see Bank of Am., N.A. v. Greenleaf, 2014 ME 89, ¶¶ 9,
18, 96 A.3d 700—we do not address these remaining arguments. 	But see, e.g., Homeward
Residential, Inc. v. Gregor, 2015 ME 108, ¶ 24, 122 A.3d 947 (vacating judgment and remanding for
an entry of a dismissal without prejudice in foreclosure action where plaintiff lacked standing).

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A. 	Standing Requirements
[¶11] 	“Because foreclosure regards two 	documents—a promissory
note and a mortgage securing that note—standing to foreclose involves the
plaintiff’s interest in both the note and the mortgage.” 	Id. ¶ 9. 	“[T]he
mortgage portion of the standing analysis requires the plaintiff to establish
ownership of the mortgage.” 	Id. ¶ 12 (emphasis in original); see 14 M.R.S.
§ 6321 	(2020). 	The plain language of 	section 6321 	requires 	“that 	the
mortgagee 	‘produce 	evidence’ 	of 	various 	documents 	and 	transactions,”
including those establishing ownership of the mortgage. 	Bank of Am., N.A. v.
Cloutier, 2013 ME 17, ¶ 13, 61 A.3d 1242 (quoting 14 M.R.S. § 6321). Because
an assignee’s interest in a mortgage cannot exceed the interest possessed by
the assignor, see Greenleaf, 2014 ME 89, ¶ 16, 96 A.3d 700, U.S. Bank needed
to establish the validity of the 2012 and 2017 assignments in order to prove
that it owned the mortgage.
[¶12] 	The court concluded that U.S. Bank failed to carry its burden of
proving the chain of ownership of the mortgage because the 2012 assignment
was ineffective and U.S. Bank therefore lacked standing. 	We disagree and
address the evidence relating only to the 2012 assignment because that was

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the dispositive aspect of the court’s judgment and the court did not reach the
effectiveness of the second assignment.
B. 	Evidence of the Merger
[¶13] 	With regard to the 2012 assignment, the court properly found
that BOA, as Fleet’s successor by merger, would have the “authority to assign
right, title and interest in the mortgage only if the assignor actually owned the
right, title, and interest it purported to assign.”
[¶14] 	Mergers of national banks are governed by The National Bank
Act, which provides, in part:
The corporate existence of each of the merging banks or banking
associations participating in such merger shall be merged into and
continued 	in 	the 	receiving 	association 	and 	such 	receiving
association shall be deemed to be the same corporation as each
bank or banking association participating in the merger. All rights,
franchises, 	and 	interests 	of 	the individual 	merging 	banks 	or
banking associations in and to every 	type of property (real,
personal, and mixed) and choses in action shall be transferred to
and vested in the receiving association by virtue of such merger
without any deed or other transfer.
12 U.S.C.S. § 215a(e) (LEXIS through Pub. L. No. 116-140) (emphases added).
[¶15] 	Similarly, 9-B M.R.S. § 357 (2020) governs the effect of bank
mergers in Maine. That statute provides that, upon a merger,
[e]ven though the charter of any participating or converting
institution has been terminated, the resulting institution shall be
deemed to be a continuation of the entity of the participating or

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converting institution such that all property of the participating or
converting institution, including rights, titles and interests in and
to all property of whatsoever kind . . . shall immediately by act of
law and without any conveyance or transfer and without further act
or deed be vested in and continue to be that 	property of the
resulting institution; and such institution . . . shall continue to have
and succeed to all the rights, obligations and relations of the
participating or converting institution.
9-B M.R.S. § 357(1) (emphases added).
[¶16] 	Accordingly, Fleet’s right, title, and interest in the mortgage
continued in BOA, the receiving entity, automatically upon the merger, as a
matter of both state and federal law. 	See 12 U.S.C.S. § 215a(e); 9-B M.R.S.
§ 357(1); Nat’l City Mortg. Co. v. Tidwell, 749 S.E.2d 730, 733 (Ga. 2013)
(“[F]ederal banking law provides that the corporate existence of merging
banks shall continue in the ‘receiving association,’ which is considered the
same corporation as its predecessor.”); see also White v. Bank of Am., N.A., 597
F. App’x 1015, 1019-20 (11th Cir. 2014) (holding that, under federal law and
the applicable state law, “when [Bank #1] merged with and into [Bank #2], the
rights and interests [Bank #1] had in the Security Deed were transferred to
and vested in [Bank #2] without any further deed or transfer” and Bank #2
was therefore authorized to institute foreclosure proceedings).
[¶17] 	The signature on the 2012 assignment signifies that BOA signed
as a successor entity to Fleet. 	Beedle did not deny that Fleet was acquired by

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and merged into BOA. Indeed, Beedle’s objection to the admission of the 2012
assignment was predicated on the very fact of that merger. 	Beedle claimed
that, because of the merger, Fleet no longer existed, rendering BOA’s signature
as successor to Fleet ineffective. 	BOA, however, as Fleet’s successor by
merger, is statutorily “deemed to be a continuation of [Fleet].” 	9-B M.R.S.
§ 357(1). 	The 	signature 	on 	the 	notarized 	document, 	reading 	“Bank 	of
America, N.A. SBM [successor by merger] to Fleet National Bank,” is itself
evidence establishing that there was a merger between Fleet and BOA, and
Beedle does not contend otherwise.6 	Thus, the court misapprehended the
nature of Beedle’s objection and consequently erred when it concluded that
“proof of the merger is the missing link in the ownership chain.”
[¶18] 	BOA’s signature as Fleet’s successor by merger on the 2012
assignment 	was 	enough 	to 	establish 	BOA’s 	ownership 	and 	authority to
execute 	the 	assignment 	to 	Assignee 	#1 	because 	Fleet’s 	interest 	in 	the
mortgage 	vested in and 	was 	transferred to 	BOA 	automatically upon the
merger by operation of law.
6 As Beedle’s attorney asserted at trial, “Fleet National Bank did not own the mortgage [in 2012]
because it became part of Bank of America, as is evidenced by the signature.” Additionally, in his
opposition to U.S. Bank’s motion for reconsideration of the judgment, Beedle stated that he was not
challenging U.S. Bank’s standing. Because, to have standing, a plaintiff in a foreclosure action must
own the mortgage, see Greenleaf, 2014 ME 89, ¶ 12, 96 A.3d 700, this must be seen as an additional
acknowledgment by Beedle that U.S. Bank is the mortgagee.

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III. CONCLUSION
[¶19] 	Fleet’s interest in and ownership of the mortgage vested in and
transferred to BOA automatically upon the merger by operation of law. BOA’s
signature as Fleet’s successor by merger on the 2012 assignment was enough
to establish BOA’s ownership and authority to execute the assignment to
Assignee #1. With respect to that assignment, there was no need for U.S. Bank
to present additional evidence showing that Fleet’s interests transferred to
BOA. 	We therefore remand this action for the District Court to adjudicate
whether, on this record, U.S. Bank also proved the effectiveness of the 2017
assignment, see supra n.2, and the remaining elements of its claim.
The entry is:
Judgment vacated. 	Remanded to the District
Court for further action consistent with this
opinion.
William C. Sandelands, Esq., and Frank E. De Grim, Esq., Sandelands Eyet LLP,
Bedminster, New Jersey, for appellant U.S. Bank
Joshua Klein-Golden, Esq., Clifford & Golden, PA, Lisbon Falls, for appellee
Duane C. Beedle
Waterville District Court docket number RE-2017-45
FOR CLERK REFERENCE ONLY