COMBS, V.C.J.:
¶ 1 At issue in this cause is whether the estate of a deceased grantor of mortgaged properties conveyed by transfer-on-death deed is liable for the underlying debt, when the grantor's will contained express instructions for the payment of all debts secured by mortgages. We determine that it is.
¶ 2 Carol Jean Carlson (Decedent) learned she was terminally ill in 2011, and retained an attorney to assist her in planning the disposition of her estate (Estate). On August 24, 2011, Decedent executed three transfer-on-death deeds (TODDs) pursuant to the Nontestamentary Transfer of Property Act (NTPA), 58 O.S. 2011 §§ 1251-1258 for real property she owned, as well as a Last Will and Testament. One of the pieces of real property transferred via TODD went to Debra Glover—who was later appointed Personal Representative of the Estate—and is not at issue in this appeal. The first of the other two TODDs named Appellee Clifford Cornish (Cornish) as grantee and the second named Eldin Lewis (Lewis). For purposes of this opinion, Appellees Cornish and Lewis will be collectively referred to as Grantees. Decedent died on August 29, 2011, five days after executing the TODDs and her Last Will and Testament.
¶ 3 The TODD to Lewis concerns the following parcel:
TODD to Eldin B. Lewis, R. 285.
Prior to Decedent's estate planning and the execution of the TODD, Decedent executed a promissory note in the amount of $140,224.35 on December 19, 2006, in favor of The Margee and Robert W. Minter Living Trust (Trust). R. 241. This note was secured by a mortgage, filed December 21, 2006, which encumbered the property conveyed to Lewis via the TODD. Mortgage of Real Estate, R. 242. Lewis timely accepted the TODD. On December 7, 2011, Lewis filed a proof of claim with the Personal Representative for the remaining debt in the amount of $123,530.09. The Personal Representative rejected Lewis' claim on December 16, 2011. Notice of Rejection of Creditor's Claim, R. 74
¶ 4 The TODD to Cornish concerns a 31-acre parcel of real property in Oklahoma County described as:
Transfer on Death Deed to Clifford Earl Cornish, R. 59.
Previously, on May 27, 2007, Decedent executed a note and security agreement in favor of Appellee Farm Credit Services (FCS) in the amount of $96,000.00. The note is secured by a mortgage in favor of FCS executed on the same day and filed on May 29, 2007. A second note and security agreement, amending the first, were executed on September 16, 2010, for the amount of $83,778.60.
¶ 5 The record contains a letter from the Personal Representative's attorney dated November 2, 2011, advising Cornish that the property he was to receive through the TODD was subject to a mortgage. The letter noted the language of 58 O.S. 2011 § 1255(B), stated that the mortgage remained attached to the land, that the owner of the land remains responsible for paying it, and provided an enclosed disclaimer for Cornish to sign if he desired not to accept ownership of the property. Letter to Clifford Earl Cornish, R. 72-73.
¶ 6 Cornish instead decided to accept ownership of the parcel conveyed by the TODD, and signed an affidavit to that effect on December 4, 2011. During probate of the Estate, Cornish filed a creditor's claim against the Estate arguing that the note, security agreement, and mortgage were all executed by Decedent and the debt is the Estate's alone, citing a pay all debts provision in Decedent's Last Will and Testament. Claim of Clifford Earl Cornish, R. 79. The Personal Representative rejected Cornish's claim on December 16, 2011. FCS also filed a creditor's claim with the Personal Representative, for the amount of the note secured by the mortgage on the property granted to Cornish. FCS asserted that the full amount was due and payable under the terms of the note. The Personal Representative rejected this claim on December 22, 2011. The record indicates FCS has begun foreclosure proceedings on the property securing the note, taken by Cornish pursuant to the TODD.
¶ 7 FCS filed its Ancillary Petition on Claim on January 9, 2012. Grantee Cornish filed his Ancillary Petition on Claim on January 10, 2012. On January 10, 2012, the Personal Representative filed an Application for Order Determining the Extent of the Estate's Liability concerning the claims of Grantee Cornish and FCS. On January 27, 2012, Grantee Lewis filed his own Ancillary Petition on Claim. The Personal Representative filed a second Application for Order Determining Extent of Estate's Liability on February 3, 2012, concerning Grantee Lewis' claim.
¶ 8 On April 6, 2012, the trial court entered an order granting the Appellees' petitions, approving the ancillary claims, and finding the mortgages and notes to be liabilities of the Estate. The Personal Representative filed a Petition in Error on May 25, 2012. On appeal, Personal Representative contends the trial court erred as a matter of law by allowing the creditors' claims of Grantees and FCS because: 1) allowing the claims was contrary to the express language of 58 O.S. 2011 § 1255(A) and the purpose of the NTPA; 2) the trial court lacked jurisdiction because TODDs are nontestamentary instruments that may not be revoked by will; and 3) the intent/language of Decedent's Last Will and Testament was insufficient to override the provisions of the NTPA without express, specific language requiring payment.
¶ 9 The Court of Civil Appeals, in an opinion filed on June 11, 2015, reversed the decision of the trial court and remanded for further proceedings. The Court of Civil Appeals determined that Grantees did not have standing to pursue creditors' claims against the Estate to satisfy the notes and mortgages on their respective properties. Further, the Court of Civil Appeals determined that while FCS possessed standing as the holder of a note and mortgage, the trial court prematurely granted FCS' claim because FCS was required to foreclose on the property, obtain a deficiency judgment, and only then present a claim to the Estate for payment.
¶ 10 Grantees filed their Petition for Certiorari on June 24, 2015, asserting the Court
¶ 11 Probate proceedings are of equitable cognizance. In re Estate of Holcomb, 2002 OK 90, ¶8, 63 P.3d 9; In re Estate of Sneed, 1998 OK 8, ¶8, 953 P.2d 1111. Although this Court will examine and weigh the evidence, there is a presumption that the trial court's decision is legally correct and cannot be disturbed unless found to be clearly contrary to the weight of the evidence or to some governing principle of law. In re Estate of Speers, 2008 OK 16, ¶8, 179 P.3d 1265; In re Estate of Holcomb, 2002 OK 90, ¶ 8, 63 P.3d 9. If legally correct, the trial court's ruling will not be reversed because of faulty reasoning, an erroneous finding of fact, or consideration of an immaterial issue. In re Estate of Speers, 2008 OK 16, ¶ 8, 179 P.3d 1265; In re Estate of Holcomb, 2002 OK 90, ¶ 8, 63 P.3d 9; In re Estate of Maheras, 1995 OK 40, ¶7, 897 P.2d 268.
¶ 12 The first question we must answer is whether the trial court erred when it determined the notes, secured by mortgages on the land transferred to Grantees, are liabilities of the Decedent's estate. We hold that it did not.
¶ 13 Of paramount importance in a probate proceeding is discerning and implementing a decedent's intent. Title 84 O.S. 2011 § 151 provides: "[a] will is to be construed according to the intention of the testator. Where his intention cannot have effect to its full extent, it must have effect as far as possible." Amongst other provisions, Decedent's Last Will and Testament contains the following directive concerning her debts:
Last Will and Testament of Carol Jean Carlson, R. 1.
It is undisputed in this cause that the TODDs and Decedent's Last Will and Testament were executed on the same day and conceived as a single estate plan. Pursuant to 84 O.S. 2011 § 154, "[s]everal testamentary instruments, executed by the same testator, are to be taken and construed together as one instrument."
¶ 14 The TODDs at issue in this cause are nontestamentary instruments, authorized by the Nontestamentary Transfer of Property Act (NTPA), 58 O.S. §§ 1251-1258. Specifically, 58 O.S. 2011 § 1258 provides: "[a] deed in transfer-on-death form, executed in conformity with the Nontestamentary Transfer of Property Act, shall not be considered a testamentary disposition and shall not be invalidated due to nonconformity with other provisions in Title 58 or Title 84 of the Oklahoma Statutes." Even so, though the TODDs are nontestamentary in that they need not comply with other provisions of Title 58 or Title 84, nothing in the NTPA prevents the TODDs from being examined with Decedent's simultaneously executed testamentary instruments to determine Decedent's intent in this instance. Because all of the instruments in question were executed on the same day and as part of a comprehensive plan, this Court will interpret them together in order to discern Decedent's intent.
¶ 15 The unambiguous debt-payment provision of Decedent's Last Will and Testament, along with the TODDs, indicate Decedent's intent was that the notes secured by the mortgages on the properties conveyed to Grantees by TODD be paid by Decedent's estate. This determination is further supported by the affidavit of Jeff A. Eulberg, Decedent's friend and the attorney who assisted Decedent with the planning of her estate, including the preparation of her Last Will and Testament and the TODDs. Attorney Eulberg's affidavit provides in pertinent part:
Affidavit of Jeff A. Eulberg, R. 295.
¶ 16 Decedent's Last Will and Testament contains an explicit provision for payment of debts, including those secured by mortgages on real property, which she intended cover the notes secured by the properties transferred to Grantees. Title 58 O.S. 2011 § 461 concerns will provisions for payment of debts, and states:
Normally, when a decedent's real property secured by mortgage passes to successors, 58 O.S. 2011 § 461 operates in concert with another statutory provision, 46 O.S. 2011 § 5, which provides:
When real property subject to a mortgage passes by succession or will, so does responsibility for satisfying the mortgage—pursuant to 46 O.S. § 2011 5—unless, in accordance with 58 O.S. 2011 § 461, the testator made specific provisions in the will for payment to be made some other way.
Appellant asserts 58 O.S. 2011 § 1255(A) conflicts with 58 O.S. 2011 § 461 and the intent of Decedent expressed in her Last Will and Testament.
¶ 18 Pursuant to 58 O.S. 2011 § 1255(A), Grantees took the interest of Decedent in the respective properties at the time of Decedent's death. They took this interest "subject to all recorded conveyances, assignments, contracts, mortgages, liens and security pledges made by the record owner." Title 58 O.S. 2011 § 1255(A). By the plain terms of the statute, Grantees each took the properties subject to the mortgages attached to them. Those mortgages serve as security for the notes originally executed between Decedent and her lenders, Farm Credit Services and The Margee and Robert W. Minter Living Trust. Title 58 O.S. 2011 § 1255(A) does not, by its own terms, provide that Grantees assumed liability for any of Decedent's underlying debt. Rather, Grantees took the property subject to the security for that debt: the mortgages.
¶ 19 In Oklahoma, a mortgage does not operate as a conveyance vesting in the mortgagee any estate in realty. First Mustang State Bank v. Garland Bloodworth, Inc., 1991 OK 65, ¶33, 825 P.2d 254; Coursey v. Fairchild, 1967 OK 252, ¶7, 436 P.2d 35. Rather, it creates a lien against the realty in order to secure the payment of a debt. First Mustang State Bank, 1991 OK 65, ¶ 33, 825 P.2d 254; Coursey, 1967 OK 252, ¶ 7, 436 P.2d 35. Generally, no personal obligation rests on a purchaser of mortgaged land to pay mortgage debt. Parlette v. Equitable Farm Mortgage Co., 1933 OK 478, ¶ 7, 165 Okla. 155, 25 P.2d 300; Bailey v. State, 1919 OK 49, ¶ 4, 72 Okla. 203, 179 P. 615.
¶ 20 Where a mortgagor conveys mortgaged land to a grantee who
¶ 21 The NTPA is a comparatively new piece of legislation, and there is therefore little precedent concerning TODDs. However, conveyance of property by TODD shares important similarities with property held in joint tenancy. As this Court previously noted:
In re Estate of Metz, 2011 OK 26, ¶8, 256 P.3d 45. Though there are obvious differences, the similarities were set out succinctly by the Court of Appeals of Kansas in In re Estate of Roloff, 36 Kan.App.2d 684, 143 P.3d 406 (2006). The court noted:
In re Estate of Roloff, 143 P.3d at 413.
¶ 22 Given the similarities, cases from other jurisdictions with similar facts are illustrative. In In re Estate of Charles A. Zahn, 305 N.J.Super. 260, 270-71, 702 A.2d 482 (1997), the decedent died testate with instructions in his will that the executor "pay all of [his] just debts and funeral expenses as soon as practicable after [his] death." Prior to his death, the decedent had executed a joint tenancy deed for his residence, which was encumbered by a mortgage. The survivor of the joint tenancy paid the debt secured by the mortgage on the residence to prevent foreclosure and sought exoneration from the estate. The New Jersey Supreme Court found that the "just debts" language was not sufficiently specific to indicate that the decedent intended the estate be liable for the mortgage. The Court noted that if the testator wanted the estate to pay the mortgage, he or she could have accomplished this by including specific language such as "free and clear." The Court cited A Treatise on Equity Jurisprudence, which states that "[w]here a mortgagor conveys by deed [and is] absolutely silent with respect to an outstanding mortgage, the grantee, of course, takes the land encumbered by the mortgage." In re Estate of Charles A. Zahn, 305 N.J.Super. at 271, 702 A.2d 482 (quoting 4 John Norton Pomeroy, A Treatise on Equity Jurisprudence, § 1205, at 613 (5th ed.1941)).
¶ 23 Similarly, the California Court of Appeals found that, where the deceased held a property in joint tenancy with another, his direction in his will to pay his "just debts" was not sufficient to indicate the intention that the mortgage be a liability of the estate. In re Estate of Roy P. Dolley, 265 Cal.App.2d 63, 71 Cal.Rptr. 56 (1968). The court noted that "[f]oreign authority exists to the
¶ 24 These cases indicate that where a will clearly and unambiguously provides for the payment of a debt secured by mortgage, such direction should be followed, despite the transfer of property ownership occurring outside of probate. Personal Representative points to the above cases as support for the contention that the debt is not a liability of the estate, arguing that Decedent's will "did not contain express language to require the payment of the mortgages transferred under the Non-Testamentary Transfer on Death Deed statutes." However, this case is distinguishable factually from the cases discussed above, as Decedent's will did not merely refer to "just debts" and, in fact, did specify the payment of debts secured by mortgages: "I hereby direct that all my debts . . . be paid by my executor, except that the payment of any debt secured by mortgage or pledge or real or personal property may be postponed until payable by its terms." This language specifically addresses debts secured by mortgages and provides unambiguous direction for payment. Thus, these directions should be followed, even if the underlying property subject to the mortgages as security for the debt was transferred outside of probate by TODD.
¶ 25 Having determined that the trial court correctly ruled the debts set out in Appellees' creditors' claims are liabilities of the Estate, this Court must now consider whether Appellees possessed standing to assert those claims.
Opinion of the Court of Civil Appeals, ¶ 29.
The Court of Civil appeals further concluded that even the actual creditors of the estate, such as FCS, must obtain a deficiency judgment post-foreclosure first, and only then submit a claim to the estate for payment. Opinion of the Court of Civil Appeals, ¶ 30. We disagree.
¶ 26 Concerning the timeliness and nature of FCS' claim, 58 O.S. 2011 § 461 requires that debt-related provisions in
¶ 27 Further, nothing in the relevant statutes or this Court's prior jurisprudence requires the holder of a note secured by mortgage on real property to initiate foreclosure proceedings
The emphasized portion of 58 O.S. 2011 § 333 unambiguously creates a simple rule: filing a creditor's claim against the estate is not a condition precedent in order for a creditor secured by a mortgage on real property to foreclose. However, 58 O.S. 2011 § 333 does not allow a creditor to pursue a deficiency judgment after foreclosure, unless a claim was presented to the estate pursuant to the probate code.
¶ 28 This Court explained the relevant portion of 58 O.S. 2011 § 333 in Cahill v. Kilgore, 1960 OK 88, ¶10, 350 P.2d 928:
¶ 29 Standing refers to a person's legal right to seek relief in a judicial forum. Fent v. Contingency Review Bd., 2007 OK 27, ¶7, 163 P.3d 512; Hendrick v. Walters, 1993 OK 162, ¶4, 865 P.2d 1232. The three threshold criteria of standing are (1) a legally protected interest which must have been injured in fact—i.e., suffered an injury which is actual, concrete and not conjectural in nature, (2) a causal nexus between the injury and the complained-of conduct, and (3) a likelihood, as opposed to mere speculation, that the injury is capable of being redressed by a favorable court decision. J.P. Morgan Chase Bank Nat. Ass'n v. Eldridge, 2012 OK 24, ¶7, 273 P.3d 62; Fent, 2007 OK 27, ¶ 7, 163 P.3d 512. The Standing doctrine should never be applied mechanistically to bar from the courthouse those who are truly aggrieved. Application of Southwestern Bell Telephone, L.P., 2007 OK 55, ¶5, 164 P.3d 150.
¶ 30 Grantees both possess interests in real property encumbered by mortgages. Those mortgages secure debt that is a liability of Decedent's Estate. Failure of the Estate to pay that debt will subject Grantees to foreclosure of their respective properties, an action for which has already been filed concerning Grantee Cornish's property. The injury to Grantees if the Estate's liability for the debt is not recognized is concrete, not conjectural. Grantees' injury is a direct result of the Personal Representative's denial of their claims, and is capable of being redressed by the court's decision that the debts secured by their properties must be paid by Decedent's estate. This Court has also stated that a litigant must have a personal stake in the outcome. Hendrick v. Walters, 1993 OK 162, ¶5, 865 P.2d 1232; Indep. School Dist. No. 9 of Tulsa County v. Glass, 1982 OK 2, ¶8, 639 P.2d 1233. Grantees possess such a personal stake: if the debt is not recognized as that of the Estate, they must pay it themselves or lose their property.
¶ 31 The claim of Grantee Cornish specifically states it was filed to protect his right to be equitably subrogated and potentially recover against the estate because of the threat of foreclosure on his property arising directly from the Estate's prior refusal to recognize its obligation to pay the note. Claim of Clifford Earl Cornish, R. 79. Likewise, the claim of Grantee Lewis was made to protect his ownership of his property by obtaining confirmation from the court of the estate's obligation to pay the note secured by mortgage on his property. Proof of Claim, R. 76.
¶ 32 The doctrine of equitable subrogation is a creature of equity intended to achieve the natural justice of placing the burden where it ought to rest. In re Estate of MacFarline, 2000 OK 87, ¶31, 14 P.3d 551; Republic Underwriters Ins. Co. v. Fire Ins. Exchange, 1982 OK 67, ¶6, 655 P.2d 544, 547. It is unlike a fixed rule of law; instead, equitable subrogation is pliable and capable of being molded to attain justice to compel the ultimate discharge of a debt or obligation by the party who in good conscience ought to pay it. In re Estate of MacFarline, 2000 OK
¶ 33 The emphasis of the entire probate process is to discern and effectuate a decedent's dispositive intentions. Matter of Estate of Sneed, 1998 OK 8, ¶8, 953 P.2d 1111; Miller v. First Nat. Bank & Trust Co., 1981 OK 133, ¶8, 637 P.2d 75. It was Decedent's intent that her debts secured by mortgage or pledge of real or personal property be paid, including the debts secured by the properties transferred to Grantees via TODDs. The trial court properly determined that Decedent's estate is liable for the debts secured by the mortgages on Grantees' real property. The trial court's decision was within its probate jurisdiction and did not conflict with the provisions of the Nontestamentary Transfer of Property Act (NTPA), 58 O.S. 2011 §§ 1251-1258. Appellees possessed standing to assert their claims and FCS' claim was not premature.
REIF, C.J., COMBS, V.C.J., KAUGER, WATT, WINCHESTER, EDMONDSON, COLBERT, and GURICH, JJ., concur.
TAYLOR, J., concurs in result.
This Court's interpretation of 15 O.S. 2011 § 158 also allows for situations in which the contracts were not executed at substantially the same time and/or do not reference each other. In Pauly v. Pauly, this Court construed together a deed to real estate and an agreement regarding the reservation of oil and gas rights, stating:
1946 OK 336, ¶ 16, 198 Okla. 156, 176 P.2d 491 (quoting 17 C.J.S., Contracts, § 298) (emphasis added).