BATTAGLIA, J.

We have before us a question of law, certified by the United States Court of Appeals for the Fourth Circuit, pursuant to the Maryland Uniform Certification of Questions of Law Act, Sections 12-601 to 12-613 of the Courts and Judicial Proceedings Article, Maryland Code (1973, 2006 Repl.Vol.)1 and Rule 8-305,2 regarding whether auctions of two repossessed automobiles, which were characterized by the creditors as "public auctions," were in actuality "private sales," under the provisions of the Creditor Grantor Closed End Credit Act, Section 12-1021(j) of the Commercial Law Article, Maryland Code (1975, 2005 Repl.Vol.) ("CLEC"),3 because attendance was limited to those who paid a refundable $1,000 cash deposit, even to observe:

For the reasons that follow, we conclude that the auctions at issue were "private sales" under CLEC, Section 12-1021(j).

In its Certification Order, the Fourth Circuit summarized the circumstances giving rise to the question, involving defaults by Gladys Gardner and Randolph Scott on their respective automotive loan agreements and the subsequent repossessions of their cars by Ally Financial Inc., Nuvell National Auto Finance LLC, and Nuvell Financial Services LLC (collectively "GMAC"):4

Ms. Gardner and Mr. Scott filed separate complaints against GMAC in the United States District Court for the District of Maryland, in which they alleged, in part, that GMAC violated CLEC because the sales of their cars were in reality "private sales," which required GMAC to provide a detailed post-sale disclosure to the debtors under CLEC, Section 12-1021(j)(2) of the Commercial Law Article, which GMAC had not done:

The District Court combined the two cases because they shared the same issue: whether the sale of the debtor's car was a "public auction" or a "private sale" under CLEC. GMAC filed a motion for summary judgment, which the Court granted, concluding that the sales were "public auctions" because they "were both widely advertised and open to the public for competitive bidding." Scott v. Nuvell Financial Services LLC, 789 F.Supp.2d 637, 644 (D.Md.2011).

Ms. Gardner and Mr. Scott appealed. Before the Fourth Circuit, they filed a motion to certify questions of law to this Court, as to whether the sales of their cars were "private sales" because of the $1,000 admission fee required to attend and observe. The Fourth Circuit initially denied the motion, but thereafter, sua sponte, certified the issue:

The issue before us is limited to the $1,000 admission fee and its impact on the characterization of sales of repossessed cars as "public" versus "private."6 The admission fee in issue must be differentiated from other financial mechanisms employed by auctioneers that are not addressed herein, such as a bidder's fee, which is a deposit charged to an auction attendee who intends to bid and is later refunded to an unsuccessful bidder, Pyles v. Goller, 109 Md.App. 71, 76, 674 A.2d 35, 37-38 (1996) (involving a $5,000 deposit in order to bid during a public sale); an entry cost, which is "a nonrefundable fee required from bidders," Ronald N. Johnson, "Auction Markets, Bid Preparation Costs and Entrance Fees," 55 Land Economics 313, 313, 316 (1979); and a reserve price, which is defined as "[t]he minimum price that a seller is willing to accept for a property to be sold at auction," National Auctioneers Association, Glossary of Terms, http://www.auctioneers.org/glossary (last visited Feb. 27, 2013).

It is axiomatic that "[w]hen a buyer finances the purchase of a car with funds advanced by a creditor, the creditor often retains a security interest in the car as collateral." Ford Motor Credit Co. v. Roberson, 420 Md. 649, 656, 25 A.3d 110, 114 (2011). Should the debtor default on the loan, the security interest enables the creditor to repossess and retain the car for full satisfaction of the debt or to sell it at a "public auction" or "private sale" and use the sale's proceeds to decrease the loan obligation of the debtor. Section 12-1021(a), (j)(1), (l )(4)(i). The sale, whether a "public auction" or a "private sale," "must be accomplished in a commercially reasonable manner." Section 12-1021(j)(2)(iii).

If the sale is a "public auction," and the loan secured was more than $2,000, the debtor, after the sale, must receive a written statement detailing how the proceeds were allocated among the costs of the auction, costs of storing the collateral, and reducing the debt obligation:

Section 12-1021(k).

If the sale is a "private sale," by contrast, the debtor must receive more detailed information, both quantitatively and qualitatively, in the form of a post-sale disclosure. This post-sale disclosure includes, in addition to a description of the distribution of the proceeds, information about the purchaser, the number of bids received, and, if there is an impact on its value, the condition of the collateral at the time it was repossessed:

Section 12-1021(j)(2).

After the sale, the creditor may pursue a deficiency judgment against the debtor for the remaining balance of the loan. The debtor, obviously, only can challenge a creditor's sale as violative of CLEC after it is completed, typically in defense of a deficiency proceeding. If the debtor can show that the creditor failed to abide by the requirements of CLEC in selling the collateral, the creditor may be barred from a deficiency judgment and limited to the proceeds of the sale as satisfaction of the debt. Section 12-1021(j)(3), (k)(iv).

The debtors in this case contend that the sales of their cars were private, because the $1,000 admission fee restricted access to the sales, and therefore GMAC should have furnished to them the post-sale disclosures required for "private sales." They construe the different post-sale disclosure requirements, which compel the production of more information to the debtor if the sale is a "private sale," as evidence that the distinction between the two types of sales is the debtor's ability to attend.

GMAC counters that it was not required to provide detailed post-sale disclosures to the debtors because the sales were "public auctions." It argues that a "private sale" is one that expressly excludes "classes of individuals" and defines a "public auction" as "a method of selling [property] in a public forum through open and competitive bidding," quoting Pyles, 109 Md.App. at 75 n. 2, 674 A.2d at 37 n. 2. It argues that a "public auction" does not mandate the attendance of the debtor, but, instead, the distinction between sales in a public or private context is the presence of competitive bidding. The admission fee, GMAC further maintains, improved competitive bidding because the fee ensured that potential bidders would be able to pay at least $1,000 toward the price of the cars.

CLEC does not define "public auction" or "private sale," nor does the Uniform Commercial Code7 or other provisions in which the terms are used.8 Legislative history, then, becomes important: CLEC was enacted in 1984 as part of a body of legislation "to entice creditors to do business in the State...." Roberson, 420 Md. 649, 662, 25 A.3d 110, 118 (2011). CLEC was designed, in part, to counter "more favorable" regulations in Delaware that had attracted lenders to that state away from Maryland, causing significant job loss in the Baltimore area. Biggus v. Ford Motor Credit Co., 328 Md. 188, 197, 613 A.2d 986, 991 (1992). This 1983 Act, however, enabled a creditor only to sell repossessed goods at a "public auction." 1983 Maryland Laws, Chapter 143.

In 1987, Chapter 765 of the Laws of Maryland, which originated as Senate Bill 839, amended CLEC, to add "private sale" as an alternative to a "public auction."9 Senate Bill 839, sponsored by Senator George Della, added the opportunity for a creditor to sell collateral by "private sale,"10 in addition to "public auction," and further provided that "any sale of repossessed property must be accomplished in a commercially reasonable manner." Although the bill failed to identify what a "commercially reasonable manner" would constitute, the bill file does contain a letter from Attorney General J. Joseph Curran, Jr. to Governor William D. Schaefer regarding the constitutionality and legal sufficiency of the bill, in which the Attorney General opined that the concept of commercial reasonableness manifested itself in the common law, citing our decision in Obrecht v. Crawford, 175 Md. 385, 2 A.2d 1 (1938), which involved a seller's resale of flour following the buyer's breach of contract. There, we explained, and the Attorney General quoted in his letter, "where [the seller] elects to resell, he must do [so] within a reasonable time and in such a manner as to secure the best obtainable price and he is bound to exercise reasonable care and diligence to that end." Obrecht, 175 Md. at 397-98, 2 A.2d at 8 (citation omitted). Beyond referencing this duty of reasonable care, the legislative history regarding commercial reasonableness is wanting.

The bill file additionally contains a memorandum addressed to the House Economic Matters Committee Counsel from Delegate Dana Dembrow, expressing concern that a "private sale" could enable the creditor to engage in a sale of the debtor's property, collusive in nature, which would result in a rock-bottom resale price and a deficiency against the debtor for the entire loan:

Memorandum from Delegate Dana Dembrow to the House Economic Matters Committee Counsel, Lars Kristiansen (April 9, 1987) (emphasis in original).

Senate Bill 839 was amended in committee to add the post-sale disclosure requirements for "private sales" as part of "consumer protection measures" to "prevent private sales that are made to the detriment of the defaulting buyer/borrower":

Explanation of Amendments, SB 839 (Senator Della) (1987). The 1987 amendments to CLEC, thus, were intended to balance giving the creditor the benefit of the "freedom to seek the best resale price on the repossessed goods," with protecting the debtor against collusive and detrimental "favored buyer private sales that are not... commercially reasonable." Id.

The requirements of commercial reasonableness of all sales and post-sale disclosure for a "private sale" have not been materially changed11 since 1987 nor defined. Nevertheless, we can glean what the concept of "commercial reasonableness" represents by explaining its meaning in the context of Maryland Uniform Commercial Code, pursuant to which the approach is a multi-factor analysis. The outcome of this multi-factor analysis does not necessarily depend solely on a low sales price, as "[t]he fact that a greater amount could have been obtained by a ... disposition... at a different time or in a different method from that selected by the secured party is not of itself sufficient to preclude the secured party from establishing that the ... disposition ... was made in a commercially reasonable manner." Section 9-627(a) of the Commercial Law Article.

Rather, "`the primary focus of commercial reasonableness is not the proceeds received from the sale but rather the procedures employed for the sale.'" National Housing Partnership v. Municipal Capital Appreciation Partners I, L.P., 935 A.2d 300, 315 (D.C.2007), quoting In re Zsa Zsa, Ltd., 352 F.Supp. 665, 671 (S.D.N.Y.1972), aff'd without opinion, 475 F.2d 1393 (2d Cir.1973) (emphasis in original). The procedures employed were the focus in Harris v. Bower, 266 Md. 579, 590-91, 295 A.2d 870, 875-76 (1972), for example, in which we determined that the creditor's sale of a repossessed boat was not commercially reasonable under the Uniform Commercial Code, because the creditor not only failed to advertise the sale in "customary yachting publications," but also the three bids he received had a "curiously improbable air" about them, and the value of the boat depreciated because the creditor failed to maintain its condition during the two-year delay between the repossession and resale of the boat. Notably, our conclusion was buttressed by the dubious nature of the few prospective offers and the devalued condition of the boat.

Commentators have opined that other procedural aspects that could influence a finding of commercial unreasonableness of a sale are that the sale occurred "too quickly"; that there was inadequate advertising; that it was held in an improper location; that prospective bidders did not have the opportunity to inspect the property before the sale; that the creditor did not perform minor maintenance to the collateral that might increase the selling price; or that the sale did not occur as advertised. James J. White & Robert S. Summers, Uniform Commercial Code 906-08 (5th ed.2000).

The multi-factor analysis used to define commercial reasonableness in the UCC can be applied to CLEC, as we have heretofore noted in Kline v. Central Motors Dodge, Inc., 328 Md. 448, 614 A.2d 1313 (1992), in which we addressed whether the Retail Installment Sales Act ("RISA"), Sections 12-601 to 12-636 of the Commercial Law Article, Maryland Code (1975, 2005 Repl.Vol.), another credit-extension statute, required a "bona fide public or private sale," Section 12-626(e)(1)(ii), to be conducted in a commercially reasonable manner. In concluding that it did, we agreed with the debtors' argument that the phrase "bona fide," in RISA's requirement that a "private sale" must be "bona fide" in accordance with Section 12-626(e)(1)(ii), had "substantially the same meaning as the words, `commercially reasonable,'" under what is now Section 9-610(b) of Maryland Uniform Commercial Code. Kline, 328 Md. at 451, 459, 614 A.2d at 1314, 1318. We held that "the bona fide sale required by RISA § 12-626 is the same as the commercially reasonable sale required by" CLEC. Id. at 459, 614 A.2d at 1318. The phrase "commercially reasonable manner," under CLEC, then, relates to evaluating the procedures utilized to sell collateral.

The post-sale disclosure requirements, similarly, were intended to address the potential for collusion to the detriment of the buyer during a "private sale" and requires greater qualitative and quantitative information be disclosed to the debtor, including: "The purchaser's name, address and business address;" "The number of bids sought and received;" and "Any statement as to the condition of the goods at the time of repossession which would cause their value to be increased or decreased above or below the market value for goods of like kind and quality." Section 12-1021(j)(2)(vii, viii, ix).

Although we have not had occasion to define "public auction," our brethren on the Court of Special Appeals have in Pyles v. Goller, 109 Md.App. 71, 75 n. 2, 674 A.2d 35, 37 n. 2 (1996), and Express Auction Services, Inc. v. Conley, 127 Md.App. 447, 453, 732 A.2d 1012, 1015 (1999), to be "a method of selling [property] in a public forum through open and competitive bidding," quoting the National Auctioneers Association's Glossary of Real Estate Auction Terms. Although both of these cases involved the sale of real estate and neither addressed the issue of whether the sale in question in those cases were "public auctions," it is the definition embraced by GMAC. "Open" and "competitive bidding" are, thus, the gravamen of a "public auction."

To be open, as a deterrent from collusion and abuse, is to be transparent, as we acknowledged most recently in WSG Holdings, LLC v. Bowie, 429 Md. 598, 57 A.3d 463 (2012), in which we considered the open meeting provisions of the Charles County Code and the Rules of Procedure of the Board of Appeals for Charles County. In that case, the Board of Appeals refused to allow all but one member of the public and his counsel to observe an in-person inspection of a subject property in a zoning exception application proceeding. In concluding that this visit was a meeting that was not open, in violation of the Charles County Code and the Board's own Rules of Procedure, we acknowledged that the purpose of openness is to be transparent, to allow the public to observe the Board of Appeals' evidence-gathering and decision-making process, so to prevent corruption, deceit, and "the crystallization of secret decisions to a point just short of ceremonial acceptance." 429 Md. at 619, 57 A.3d at 476, quoting Town of Palm Beach v. Gradison, 296 So.2d 473, 477 (Fla.1974). Openness and transparency, then, are dependent on the ability to observe the proceeding to ensure opportunity to observe that rules are being followed and those in control are not engaging in collusive or unfair practices.

In auctions, openness, defined as "full transparency," allows "[b]idders and other interested parties [to] verify that the rules are followed." Peter Cramton & Jesse A. Schwartz, "Collusive Bidding: Lessons from the FCC Spectrum Auctions," 17 Journal of Regulatory Economics 229, 230 (2000). Transparency further assures the integrity of the auction process, as all are involved in observing that the rules of the auction are followed and thereby trust that the sellers are abiding by the rules, as opposed to favoring one bidder.12 Aleksandar Pekeĉ & Michael H. Rothkopf, "Combinatorial Auction Design," 49 Management Science 1485, 1489 (2003) ("Transparency is important in auctions for two reasons: (1) it simplifies bidders' understanding of the situation, thus easing their decision making, and (2) it increases their trust in the auction process by improving their ability to verify that the auction rules have, in fact, been followed." (emphasis in original)). Openness or transparency in a "public auction," thus, elucidates the integrity, or lack thereof, of the procedures employed.

The "public auction" concept, as well as CLEC's language, purpose, and design, thus, define the answer to the Certified Question. A "public auction" requires transparency in the process for its own integrity. The post-sale disclosure requirements for a "private sale" are implicated when openness and transparency are not present, to enable a debtor to challenge the procedures used to sell a vehicle that affect the amount of a deficiency judgment assessed against the debtor.

In the present case, the admission fee obscured transparency because bidders and interested parties would have had to accumulate and part with money, at least temporarily, in order to merely observe the auction. The admission fee shielded the process used to sell Ms. Gardner's and Mr. Scott's cars from observation and, thus, could not constitute a "public auction" under CLEC. Rather, the sales were, in actuality, "private sales" subject to the post-sale disclosure requirements of Section 12-1021(j)(2).

CERTIFIED QUESTION ANSWERED AS SET FORTH ABOVE. COSTS SHALL BE EQUALLY DIVIDED BETWEEN THE PARTIES.