GO Properties, LLC, and Maxim Alliance Group, LLC, Appellants-Plaintiffs,
BER Enterprises, LLC; Mortgage Electronic Registration Systems, Inc., as Nominee for Franklin American Mortgage Company; New Field, LLC; Elden Investments, LLC; and Shannon R. Fawcett and Roxanne G. Fawcett, Trustees of the Shannon R. and Roxanne G. Revocable Trust Agreement dated, Appellees-Defendants
from the Marion Superior Court The Honorable James A. Joven,
Judge Trial Court Cause No. 49D13-1504-PL-12790
Attorneys for Appellant GO Properties, LLC Thomas M. Beeman
Alex Beeman Beeman Law Anderson, Indiana
Attorneys for Appellees BER Enterprises, LLC, and New Field,
LLC Christopher E. Clark Abaigeal F. Musser Goodin Abernathy,
LLP Indianapolis, Indiana
Attorney for Appellee Mortgage Electronic Registration
Systems, Inc., as Nominee for Franklin American Mortgage
Company Angela Field Trapp Trapp Law, LLC Indianapolis,
GO Properties, LLC (GO Properties) had two members that were,
themselves, limited liability companies (LLCs). Stacy
Phillips, who was the sole member of one of those LLCs, went
rogue. She falsely held herself out as having the authority
to act on behalf of GO Properties in an endeavor to sell real
estate that belonged to the LLC. The title insurance agent
relied on Phillips's representations and permitted the
transaction to occur. Because Phillips had no actual or
apparent authority to act on behalf of GO Properties, the
deed was void. The real estate has since been sold again, but
because the original deed was void, all future deeds are
GO Properties appeals the trial court's order granting
summary judgment in favor of BER Enterprises, LLC (BER
Enterprises), and New Field, LLC (New Field) (collectively,
the appellees),  on GO Properties' quiet title action.
Finding that the trial court should have entered summary
judgment in favor of GO Properties, we reverse and remand
In February 2012, GO Properties was formed as an LLC in
Indiana with two members: Olicorp Properties, LLC (Olicorp),
and Gracie Properties, LLC (Gracie). Olicorp's sole
member was Larry Oliver; Gracie's sole member was
Phillips. Olicorp was the designated Member Manager of GO
Properties and had the sole authority "to sign
agreements and other instruments on behalf of Company without
the signature and/or written consent of any other Member . .
. ." Appellant's App. Vol. II p. 38-39. Neither
Oliver nor Phillips was authorized, as an individual, to do
any business on behalf of GO Properties.
On February 24, 2012, GO Properties purchased four parcels of
real estate (the Properties) in Indianapolis from Maxim
Alliance Group. To purchase the Properties, GO Properties
executed a real estate mortgage, which was recorded on March
On August 1, 2013, Phillips, without any authority under the
GO Properties Operating Agreement and without notifying
Oliver, filed a Notice of Change of Registered Officer or
Registered Agent with the Indiana Secretary of State, which
changed the registered agent from Olicorp to Gracie. She also
filed a Notice of Change of Principal Office Address, which
changed GO Properties' principal address from
Olicorp's business address to Phillips's home
address. Phillips handwrote her title as "Owner" of
GO Properties on both documents. Appellant's App. Vol.
III p. 95-96.
Phillips then immediately began the process of selling the
Properties to Elden Investments for $60, 000. She hired Best
Title Services (Best Title) to perform a title examination of
the Properties. The title examination failed to reveal the
existence of the real estate mortgage given to Maxim Alliance
Group by GO Properties because the mortgage did not have a
legal description for any of the Properties. Best Title
relied on Phillips's representation that she was the
owner of GO Properties as it conducted its examination and
later acted as closing agent for the transaction.
Specifically, Tim West, the owner of Best Title and the
individual who conducted the examination and closing,
attested as follows:
• "[I]t looked like to me that Stacy Phillips . .
., when she changed the address for the LLC to [her own
address], and she represented herself as the owner, and the
new registered agent was Gracie Properties . . . ."
Id. at 111.
• It was "[c]orrect" that "the only thing
in [West's] file right now to indicate that Stacy
Phillips had operating authority to sell this property [was]
her Secretary of State change of office address and her
changing the registered agent to herself," as well as
"her just telling [the title company employee] basically
that she had the right to do this." Id.
• West did not rely on the Secretary of State documents;
instead, he "was relying on the representations of Stacy
Phillips." Id. at 112.
The sale of the Properties closed on August 13, 2013. At the
closing, Phillips, purportedly acting on behalf of GO
Properties, conveyed the Properties to Elden Investments by
way of warranty deed, which was recorded on August 22, 2013.
Elden Investments quickly sold the Properties after obtaining
the warranty deed; all the appellees (other than Elden)
derived their title claims from later deeds stemming from
On April 16, 2015, GO Properties filed a complaint against
the appellees seeking, among other things, to quiet title to
the Properties. On October 14, 2016, BER Enterprises and New
Field, which had each purchased one of the Properties from
Elden Investments, filed a motion for summary judgment. On
November 7, 2016, GO Properties filed a cross-motion for
summary judgment. Following briefing and a hearing, on
November 20, 2017, the trial court granted ...