The opinion of the court was delivered by: Colleen Kollar-kotelly United States District Judge
Mary Juergens ("Juergens") commenced this action on August 29, 2006, challenging the legality of two loans extended to her, each of which was secured on a condominium located at 1230 23rd Street, N.W., Apartment 505, Washington, D.C. 20037 (the "Condo"). Subsequently, Juergens was found to be an "incapacitated individual" and Andrea Sloan ("Sloan"), who was appointed as Juergens' Guardian and Conservator, was substituted for Juergens as the plaintiff in this action.*fn1 Over the years, the claims and defendants in this action have been successively winnowed down by orders of this Court and by the agreement of the parties. Today, the defendants include First Mountain Vernon Industrial Loan Association, Inc. ("FMVILA"), Brickshire Settlements, LLC ("Brickshire"), Arthur G. Bennett ("Bennett"), and Dale Duncan ("Duncan") (collectively, "Defendants"). Presently before the Court is Defendants'  Motion for Summary Judgment. Based upon the parties' submissions, the relevant authorities, and the record as a whole, the Court shall GRANT-IN-PART and DENY-IN-PART Defendants'  Motion for Summary Judgment.*fn2
The Court assumes familiarity with its prior opinions in this action, which set forth in detail the history of this case, and shall therefore only address the factual and procedural background necessary to address the discrete issues currently before the Court.
The only loan that remains at issue in this action was extended by or with the assistance of Defendants (the "Loan"). The heart of Plaintiff's lawsuit is her allegation that the Loan was intended to be, or should be construed as, a personal residential loan-not a commercial loan. See Sloan v. Urban Title Servs., Inc., 689 F. Supp. 2d 123, 127 (D.D.C. 2010) (hereinafter, "Sloan I"). The relevant documents, taken at face value, characterize the Loan as a $250,000 commercial loan extended by FMVILA to 1220 23rd Street, LLC (the "LLC"), a limited liability company of which Plaintiff is the sole member. Id. at 127-28. Plaintiff nevertheless maintains that the Loan is, or should be construed as, a personal residential loan because (a) the documents relating to the Loan were fraudulently obtained by forgery and (b) the Loan is an illegal consumer residential loan disguised as a commercial loan in order to evade fair lending and disclosure requirements. See 4th Am. Compl., Docket No. , ¶¶ 89-92. Unsurprisingly, Defendants deny Plaintiff's allegations and assert that the Loan is a valid commercial loan extended to Plaintiff's LLC. See id. ¶¶ 94-96. By their account, Defendants assisted Plaintiff, at her request, in establishing the LLC, the title to the Condo was transferred from Plaintiff to the LLC, and FMVILA extended a lawful commercial loan for $250,000, secured by the Condo, to the LLC. See id. ¶ 96. Therefore, as presented by the parties, the central question underlying this lawsuit is whether the Loan is or is not a legitimate commercial loan lawfully extended to the LLC. Defendants now argue that certain actions taken by Plaintiff in the time since this action was commenced resolve this central question and preclude Plaintiff from securing further relief.
The operative facts are not in dispute.*fn3 Sometime in mid-2009, Sloan, claiming to have insufficient funds to cover the monthly mortgage payment on the Loan, decided to sell the Condo. Pl.'s Opp'n at 6-7 & Ex. 3. On or about September 18, 2009, while the instant lawsuit was still pending, Plaintiff executed a special warranty deed (the "Deed") transferring title to the Condo to third-party purchasers. Defs.' Stmt. ¶ 6 & Ex. 1. The Deed provides, in principal part:
THEREFORE, THIS DEED, is made this 18th day of September, 2009, by and between ANDREA J. SLOAN in her capacity as Conservator for Mary L. Juergens, individually and as Sole Member of 1230 23rd Street, LLC, a Virginia Limited Liability Company, party(ies) to the first part, and WILLIAM E. NOLAN and BARBARA A. WHITE, parties of the second part.
Defs.' Stmt. Ex. 1 at 1 (emphasis in original). In addition, in language particularly seized upon by Defendants in making the instant motion, the Deed included the following recital concerning the origins of Plaintiff's title to the Condo: "by [d]eed recorded September 21, 2005, Mary L. Juergens conveyed title to the subject property to 1230 23rd Street, LLC." Id.
Plaintiff used some of the proceeds received from the sale to satisfy the Loan. Defs.' Stmt. ¶ 8 & Ex. 5. FMVILA agreed to accept the amount tendered-$319,229.18-and to hold the Loan fully satisfied and waive its lien on the Property. Defs.' Stmt. ¶ 9 & Exs. 4, 8; Pl.'s Opp'n at 10 & Ex. 4. As a result, Plaintiff was able to convey clear title to the third-party purchasers. Defs.' Stmt. ¶ 9 & Ex. 1; Pl.'s Opp'n at 10-11.
Summary judgment is appropriate where "the movant shows that there is no genuine dispute as to any material fact and [that it] . . . is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). The mere existence of some factual dispute is insufficient on its own to bar summary judgment; the dispute must pertain to a "material" fact, and therefore "[o]nly disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). Nor may summary judgment be avoided based on just any disagreement as to the relevant facts; the dispute must be "genuine," meaning that there must be sufficient admissible evidence for a reasonable trier of fact to find for the non-movant. Id.
In order to establish that a fact is or cannot be genuinely disputed, a party must (a) cite to specific parts of the record-including deposition testimony, documentary evidence, affidavits or declarations, or other competent evidence-in support of its position, or (b) demonstrate that the materials relied upon by the opposing party do not actually establish the absence or presence of a genuine dispute. Fed. R. Civ. P. 56(c)(1). Conclusory assertions offered without any factual basis in the record cannot create a genuine dispute sufficient to survive summary judgment. Ass'n of Flight Attendants-CWA v. U.S. Dep't of Transp., 564 F.3d 462, 465-66 (D.C. Cir. 2009). Moreover, where "a party fails to properly support an assertion of fact or fails to properly address another party's assertion of fact," the district court may "consider the fact undisputed for purposes of the motion." Fed. R. Civ. P. 56(e).
When faced with a motion for summary judgment, the district court may not make credibility determinations or weigh the evidence; instead, the evidence must be analyzed in the light most favorable to the non-movant, with all justifiable inferences drawn in its favor. Liberty Lobby, 477 U.S. at 255. If material facts are genuinely in dispute, or undisputed facts are susceptible to divergent yet justifiable inferences, summary judgment is inappropriate. Moore v. Hartman, 571 F.3d 62, 66 (D.C. Cir. 2009). In the end, the district court's task is to determine "whether the evidence presents a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law." Liberty Lobby, 477 U.S. at 251-52. In this regard, the non-movant must "do more than simply show that there is some metaphysical doubt as to the material facts," Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986); "[i]f the evidence is merely colorable, or is not sufficiently probative, summary judgment may be granted," Liberty Lobby, 477 U.S. at 249-50 (internal citations omitted).
A. Defendants Are Not Entitled to Summary Judgment Based Upon the Equitable Doctrine of Estoppel by Deed
The instant motion turns in large part on the legal consequences flowing from the factual recitals in the Deed. The argument is succinctly ...