JOHN H. RAY, III v. JP MORGAN CHASE & CO., JP MORGAN CHASE BANK, N.A., REEM PROPERTY, LLC, and UNIDENTIFIED PARTIES I-X.

Petitioner John H. Ray, III (“Petitioner” or “Ray”) filed this try title and quiet title action for property at 133 Olde Forge Road in Hanover (the “Property”) pursuant to G. L. c. 240, §§1-5 and 6-10, seeking a decree discharging the mortgage for the Property pursuant to G. L. c. 183, §55, and for declaratory judgment and damages pursuant to G. L. c. 231A, § 1. Ray alleges that he has both possession of and record title to the Property based on a confidential settlement agreement (“Settlement Agreement”) reached with JPMorgan Chase Bank, N.A. (“JPMorgan”) in a prior lawsuit, a post-foreclosure challenge to the validity of the foreclosure of the Property. His primary contention is that by executing standard release language in the Settlement Agreement, JPMorgan waived its defenses to Ray’s claims in the prior action that the foreclosure sale was invalid, thereby restoring his rights to the Property, waiving any claims that Ray was in default on the mortgage, and entitling him to a discharge of the mortgage. Ray further asserts that JPMorgan must abide by the terms of the Settlement Agreement and any attempt to finalize the foreclosure sale of the Property to third party purchaser Reem Property, LLC (“Reem”) is unlawful.

JPMorgan and Reem (“Respondents”) each filed motions for judgment on the pleadings pursuant to Mass. R. Civ. P. 12(c), contending that Ray has no present record interest in the Property and is not entitled to a discharge of the mortgage or a recognition of any other interest in the Property. JPMorgan argues that the Settlement Agreement did not provide Ray with any affirmative rights to reclaim title to the Property. Rather, they assert that Ray’s rights to the Property were extinguished by the foreclosure sale to Reem, leaving Ray with no residual rights except for the residual right to any surplus from the foreclosure sale. Respondents also rely on the doctrine of res judicata, maintaining that Ray is barred from bringing claims relating to the foreclosure process because the present action follows claims that Ray brought or could have been brought in the prior action. As a result of the Settlement Agreement and a dismissal with prejudice in the first lawsuit, JPMorgan and Reem argue that Ray is precluded from litigating such claims in this case.

Ray filed the present Complaint on November 24, 2015. Following answers filed by JPMorgan and Reem, both JPMorgan and Reem filed motions for judgment on the pleadings pursuant to Mass. R. Civ. P. 12(c). After the filing of an opposition by Ray, a hearing was held on the motions for judgment on the pleadings on April 22, 2016, at which time the motions were taken under advisement.

For the reasons set forth below, Respondents’ motions for judgment on the pleadings are ALLOWED.

FACTS

The Respondents’ motions for judgment on the pleadings pursuant to Mass. R. Civ. P. 12(c), are treated essentially as motions to dismiss under Mass. R. Civ. P. 12(b)(6) that argue “that the complaint fails to state a claim upon which relief can be granted.” Jarosz v. Palmer, 436 Mass. 526 , 529 (2002), quoting J.W. Smith & H.B. Zobel, Rules Practice §12.16 (1974). In deciding a Rule 12(c) motion, all facts pleaded by the nonmoving party must be accepted as true, but the court does not accept legal conclusions cast in the form of factual allegations. Schaer v. Brandeis University, 432 Mass. 474 , 477 (2000). The documents attached to the Petitioner’s Complaint are also part of the pleadings and will be accepted as documents to be considered in deciding Rule 12(c) motions. See Mass. R. Civ. P. 10(c) (“A copy of any written instrument which is an exhibit to a pleading is a part thereof for all purposes.”); see also Schaer v. Brandeis University, supra, at 477 (In considering motion to dismiss, “items appearing in the record of the case, and exhibits attached to the complaint, also may be taken into account.”). Some of the allegations taken as true for the purpose of these motions are those alleged by the Petitioner in his complaint in the prior action. In considering a motion for judgment on the pleadings pursuant to Mass. R. Civ. P. 12(c), “a judge may take judicial notice of the court’s records in a related action.” Jarosz v. Palmer, supra, at 530. The court takes judicial notice of those allegations.

Accepting, for the purposes of these Rule 12(c) motions for judgment on the pleadings, the well-pleaded facts in the Complaint, along with the documents referred to in the Complaint, or alleged by the Petitioner in the prior action, the following facts appear:

1. On January 12, 2006, Angela M. Cram (“Cram”) and Ray obtained title to the Property as joint tenants, by deed recorded with the Plymouth County Registry of Deeds (“Registry”) at Book 32060, Page 248. [Note 1]

2. At the same time, Ray and Cram executed and delivered a promissory note in the amount of $520,000.00 to Washington Mutual Bank, F.A. As security for the note, Ray and Cram granted a mortgage encumbering the Property, to Washington Mutual Bank, F.A. (the “Mortgage”). [Note 2]

3. Ray became the sole owner of the Property by a deed dated June 23, 2007 and recorded with the Registry on September 10, 2007 at Book 35059, Page 347. [Note 3]

4. In or around September 25, 2008, JPMorgan acquired certain assets from Washington Mutual Bank, F.A., including the Mortgage. [Note 4]

5. During the period from October 2009 to July 2012, JPMorgan sent several foreclosure notices to Ray. [Note 5]

6. On August 13, 2014, a foreclosure sale was held. [Note 6]

7. After public auction, a Memorandum of Sale was executed between JPMorgan and Reem for the sale of the Property by foreclosure deed to Reem. JPMorgan and Reem have yet to finalize the foreclosure sale as contemplated by the Memorandum of Sale by delivery of a foreclosure deed from JPMorgan to Reem. [Note 7]

8. On September 9, 2014, Ray filed an action against JPMorgan in Plymouth Superior Court (the “Superior Court Action”). [Note 8] In the Superior Court Action, Ray challenged the validity of the foreclosure, requested a declaratory judgment declaring the foreclosure sale to have been invalid, declaring his right to title in the property, and he sought more than $2 million in damages for defamation, slander of title and violations of G. L. c. 93A. [Note 9]

9. On October 15, 2015, Ray and JPMorgan executed a Settlement Agreement in the Superior Court Action. The Settlement Agreement contained mutual releases between Ray and JPMorgan. Together, the releases read:

5. Release by Borrower: Except as otherwise set forth in this Agreement, in consideration of Paragraph 4 herein and for other good and valuable consideration, Borrower hereby remises, releases, acquits, satisfies, and forever discharges Chase, and Chase’s past, present and future officers, directors, heirs, agents, servants, employees, legal representatives, assigns, successors, affiliates, shareholders, beneficiaries, predecessors, insurers, administrators, and successors in interest; Chase’s parent, holding, subsidiary, affiliated, and related entities; any business entity or division owning or controlling Chase in whole or in part; any business entity or division owned or controlled in whole or in part by Chase, and any loan investor or servicer that has any interest whatsoever in the Subject Property, Subject Loan, Note, and/or Mortgage (all of the foregoing persons and entities are hereinafter collectively referred to as the “Released Parties”), of and from all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands, whatsoever, in law or in equity (collective “Released Claims”), which Borrower ever had, now has, or which any personal representative, successor, heir, or assign of Borrower hereinafter can, shall, or may have against the Released Parties, for, upon, or by reason of any matter, cause, or thing whatsoever, from the beginning of the world to the Effective Date of this Agreement, specifically relating to, arising out of, or in any way stemming from the Released Claims, and/or any claims or defenses that Borrow raised or could have raised in the Lawsuit with the exception of the Parties’ obligations under this Agreement.

6. Release by Chase. Subject to and conditional upon the obligations of this Agreement, Chase hereby remises, releases, acquits, satisfies, and forever discharges Borrower, and his respective heirs, agents, representatives, and assigns, from all claims, liabilities, actions, causes of action, demands, rights, damages, costs, attorney’s fees, court costs, expenses, and compensation which Chase ever had, now has, or which any successors or assigns of Chase hereafter can, shall, or may have against Borrower, including his heirs, personal representatives, successors and/or assigns, for, upon, or by reason of any matter, cause, or thing whatsoever, from the beginning of the world to the Effective Date of this Agreement specifically relating to, arising out of, or in any way stemming from the Lawsuit, with the exception of the Parties’ obligations under this Agreement.

10. The Settlement Agreement also contained, in Paragraph 2, a representation that nothing in the agreement was to be construed as an admission of liability on the part of either party. The Settlement Agreement further provided that the Superior Court Action was to be “dismissed with prejudice in its entirety” and that JPMorgan agreed to pay Ray a sum of money that can fairly be termed as nominal in light of Ray’s claimed damages. JPMorgan paid this amount as required by the Settlement Agreement. [Note 10]

11. The Settlement Agreement did not contain any terms explicitly providing for any disposition of the Property or the Mortgage. In particular, it did not contain a term explicitly requiring JPMorgan to discharge or release any interest in the Mortgage.

12. The parties executed and filed a joint stipulation of dismissal with prejudice in Plymouth Superior Court, dismissing the Superior Court Action, on October 19, 2015. [Note 11]

13. On November 2, 2015, Ray requested that JPMorgan discharge the Mortgage on the Property. [Note 12]

14. On November 3, 2015, JP Mortgage notified Ray that it would not be providing a discharge as the Mortgage had been foreclosed and the Property had been sold to a third party -- Reem. [Note 13]

15. On November 24, 2015, Ray filed the instant action.

DISCUSSION

In his present Complaint, Ray asserts four separate counts: Count I (Mortgage and Discharge Decree and Declaratory Judgment); Count II (Violation of G. L. c. 183, § 55); Count III (Try Title under G. L. c. 240, § 1); Count IV (Quiet Title under G. L. c. 240, § 6). The common thread running through all four counts is Ray’s request that the court recognize his unencumbered title to the Property and order the discharge of the Mortgage. He further requests compensatory and punitive damages, as well as attorney’s fees and costs. For reasons stated below, Ray’s claims in this action fail as a matter of law. Additionally, any claims related to the validity of the foreclosure of the Property are barred based on principles of res judicata.

A. Petitioner’s Rights to the Property Were Extinguished by the Foreclosure Sale.

Ray argues that the Respondents’ res judicata defense is inapplicable because his rights to the Property were resurrected by the Settlement Agreement, by which, he claims, JPMorgan waived any of its defenses in the Superior Court Action and thus conceded that the foreclosure had been invalid, and further that Ray no longer owed any money on the note secured by the Mortgage and therefore is entitled to a discharge of the Mortgage. Even if Ray were correct that all of his rights flowed from the Settlement Agreement, and that JPMorgan had waived its defenses, there was no title left for JPMorgan to give him in the Settlement Agreement, because, as the Respondents correctly argue, JPMorgan had already sold the Property to Reem at the foreclosure sale.

Ray asserts his claims under both the try title provisions of G. L. c. 240, §§1-5, and the quiet title provisions of G. L. c. 240, §§6-10. The jurisdictional prerequisites are different for the two claims.

Under the try title statute, G.L. c. 240, §§ 1-5, the court has subject matter jurisdiction only when a petitioner establishes three jurisdictional elements: (1) that he holds “record title” to the property; (2) that he is a person “in possession”; and (3) the existence of an actual or possible “adverse claim” clouding the petitioner's record title. Abate v. Fremont Inv. & Loan, 470 Mass. 821 , 827–828 (2015). Plaintiffs have standing when they can prove the first two elements: record title and possession. Bevelacqua v. Rodriguez, 460 Mass. 762 , 767 (2011). “As a component of subject matter jurisdiction, a party may challenge . . . standing under [R]ule 12(b)(1) at any time” in the action. Abate v. Fremont Inv. & Loan, supra, at 828 (2014).

The first two jurisdictional elements are “subject to challenge through the introduction of other evidence negating the petitioner's claim”. Id., at 830. Once they have been challenged, the petitioner “bears the burden to prove those facts by a preponderance of the evidence”. Id. With respect to the third element, when the existence of an adverse claim is challenged, the petitioner's factual allegations “are entitled to a presumption of truth regardless of a factual challenge...” Id. In the present case, only the first jurisdictional element, the question of whether Ray has record title to the Property, is in dispute.

Unlike the try title statute, as recently interpreted by the Supreme Judicial Court in Abate, there is no jurisdictional requirement to plead record title and an adverse claim under G. L. c. 240, §6. Instead, it “shall be sufficient that [defendants] claim or may claim by purchase, descent or otherwise, some right, title, interest or estate in the land which is the subject of the action and that their claim depends upon the construction of a written instrument or cannot be met by the plaintiffs without the production of evidence.” G. L. c. 240, §6. The jurisdictional requirements of the quiet title statute are satisfied where there is uncertainty as to who holds a mortgage but no dispute as to the existence of that mortgage, because all that is required is that a defendant “claim or may claim. . . some right, title, interest or estate in the land. . .” Id. In the present action, Ray claims title by reason of the rights to the Property he asserts were resurrected by the Settlement Agreement. Accordingly, the court must, with respect to both the try title claim and the quiet title claim, examine whether Ray has any remaining or otherwise existing rights to the Property.

Ray’s contention is that, assuming the Settlement Agreement ceded to Ray all of JPMorgan’s interest in the Property to him, that interest included ownership of the Mortgage and therefore the Property, because, although there was an executed Memorandum of Sale to Reem, executed after the foreclosure auction, JPMorgan and Reem never completed the transaction by delivery of a deed to Reem. Ray contends that the Memorandum of Sale to Reem, without a delivery of the foreclosure deed, was insufficient to extinguish JPMorgan’s, and therefore his, rights under the Mortgage. Ray relies on Schanberg v. Automobile Ins. Co. of Hartford, 285 Mass. 316 (1934) in support of his contention. In Schanberg, the court was asked to interpret an insurance contract where a building on mortgaged premises was burned subsequent to a foreclosure sale, but before the foreclosure deed was given to the purchaser. Id. at 318-319. The mortgagees had bid in to purchase the property and the auctioneer made a sufficient memorandum to satisfy the statute of frauds, but the foreclosure deed was never executed or delivered. Id. at 317. The court determined that the auction sale was only a contract of sale and the bidder was not required to take title after the fire. Thus, the insured property was not “sold” and the insurance policy remained valid in favor of the mortgagor. Id. at 320. As subsequent cases have pointed out, Schanberg recognizes that a foreclosed mortgagor, prior to delivery of the foreclosure deed, retains an interest in the residual equity in the property, such as rents or profits, or in any surplus recognized from the foreclosure sale, but does not have any equity of redemption or other right to redeem the property itself.

In Outpost Café, Inc. v. Fairhaven Sav. Bank, the mortgagor contended, as does Ray, that the ‘sale’ was not complete until [the] deed is delivered to the purchaser at the foreclosure sale and that it may redeem the premises at any time prior to the delivery of such a deed. 3 Mass. App. Ct. 1 , 2-3 (1975). The court examined cases, including Schanberg, where courts were confronted with the issue of when the mortgagor’s right to redeem title to the property after a foreclosure sale is extinguished. Id. at 4-7. The court recognized a significant distinction between the equity of redemption, which gives a mortgagor the right to redeem title to the property, and an ownership of equity in the foreclosure sale proceeds. Id. at 7-8, citing White v. Macarelli, 267 Mass. 596 , 598-599 (1929); Beale v. Attleborough Sav. Bank, 248 Mass. 342 , 343 (1924) (“The mortgagor, after a valid auction sale under a power of sale in the mortgage deed, has no right to redeem, although he has an ownership of the equity.”). Based on this distinction, the court held that the mortgagor’s “equity of redemption was barred . . . at least as early as the point in time when the memorandum of sale was executed with the purchaser at the foreclosure sale.” Outpost Café, Inc. v. Fairhaven Sav. Bank, supra, at 7-8.

In Williams v. Resolution GGF OY, the Supreme Judicial Court adopted the Outpost Café holding. 417 Mass. 377 (1994). In Williams, the mortgagors sued the purchaser of the mortgaged property at a foreclosure sale, alleging that the mortgagee had acted in bad faith. Id. at 378. The court held that the mortgagee did not act improperly in rejecting the mortgagors’ initial offer or declining to postpone the foreclosure sale. Id. at 383. Further, the court found that the “execution of the memorandum of sale terminated the [mortgagors’] equity of redemption. . . . [t]he post-foreclosure events, therefore, lack legal significance because the defendant was not obligated to sell its interest in the property.” Id. at 384. The holdings in Williams and Outpost Café are to be distinguished from the holding in Schanberg, which dealt with a much different issue of insurance contracts. The issue in Schanberg was not whether an equity of redemption remained with the mortgagor after a foreclosure sale, but whether the foreclosure sale was a trigger for the termination of an insurance contract. The court in Schanberg noted that insurance contracts “are strictly construed against the insurer, and the general rule is that such a condition refers only to an absolute transfer of the entire interest of the insured, completely divesting him of his insurable interest. Any sale or transfer short of this is not within the scope of the condition.” Schanberg v. Automobile Ins. Co. of Hartford, supra, at 318. The limited rights recognized in Schanberg “simply ensure that a mortgagor is entitled to receive any residual amounts it is due after the mortgagee’s debt has been satisfied. They do not revive the lost equity of redemption.” In re Crichlow, 322 B.R. 229, 237 (2004). Thus limited, the holding in Schanberg does not support Ray’s contention that the Settlement Agreement could revive his ownership interest in the Property or that it could be construed to require a discharge of the Mortgage. Under the holdings of Outpost Café and Williams, once JPMorgan executed the Memorandum of Sale with Reems, Ray’s equity of redemption was extinguished. When JPMorgan subsequently entered into the Settlement Agreement with Ray, it no longer had an interest in the Property to revive or to give back to Ray, and thus, Ray did not acquire any rights to the Property as a result of the execution of the Settlement Agreement.

Ray has not pointed to any authority other than Schanberg in support of his contention that the Settlement Agreement reestablishes his rights to the Property. Consequently, he is not entitled to relief under Counts I-IV, as a matter of law.

B. The Settlement Agreement Did Not Grant Ray Any Interest in the Property.

Ray’s next contention, that the Settlement Agreement released all of JPMorgan’s rights in the Property, assuming it still had some, and caused title to revert back to him, is also unsuccessful as a matter of law. The Settlement Agreement is interpreted as would be any contract. “The interpretation of a contract is generally a question of law.” Suffolk Const. Co. v. Lanco Scaffolding Co., 47 Mass. App. Ct. 726 , 729 (1999). An unambiguous agreement must be enforced according to its terms. Schwanbeck v. Fed. Mogul Corp., 412 Mass. 703 , 706 (1992). A court must interpret a contract by “reading and construing the whole contract ‘in a reasonable and practicable way, consistent with its language, background, and purpose.’” Sheriff of Suffolk County v. AFSCME Council 93, 75 Mass. App. Ct. 340 , 342 (2009), quoting USM Corp. v. Arthur D. Little Sys., Inc., 28 Mass. App. Ct. 108 , 116 (1989). “The intent of the parties must be gathered from a fair construction of the contract as a whole and not by special emphasis upon any one part.” Tompkins v. Tompkins, 65 Mass. App. Ct. 487 , 494 (2006), quoting MacDonald v. Hawker, 11 Mass. App. Ct. 869 , 873 (1981).

Ray adamantly asserts that the Settlement Agreement waived all of JPMorgan’s claims, causes of action, and rights, including rights related to the Mortgage and the sale of the Property, but conveniently ignores that he mutually waived his claims and causes of action “relating to, arising out of, or in any way stemming from the Released Claims, and/or any claims or defenses that [he] raised or could have raised in the [prior] Lawsuit.” [Note 14] He also ignores the implications and effect of the parties’ filing, in accordance with the Settlement Agreement, of a stipulation of dismissal with prejudice of the Superior Court Action. Ray would have the court construe the Settlement Agreement so as to give it the effect of an agreement for judgment in favor of his claims in the Superior Court Action, when that is clearly not the effect of the language of the Settlement Agreement or the filing of the stipulation of dismissal. There is nothing in the plain language of the mutual releases in the Settlement Agreement to indicate that the releases, in any way, created or revived Ray’s rights to the Property. There is no other section in the Settlement Agreement that indicates Ray was entitled to reclaim his interest in the Property. Notably, there is no specific provision, as there undoubtedly would be if it was the intention of the parties, providing for the conveyance of JPMorgan’s remaining interest in the Property by a release deed or confirmatory deed, or for the issuance of a mortgage discharge. To the contrary, the stipulation of dismissal had the effect of leaving the parties’ claims in the Superior Court Action unlitigated and dismissed with prejudice, and the mutual releases obligated the parties not to raise those claims in the future, an obligation that Ray promptly violated by filing the present Complaint. Contrary to Ray’s strained interpretation, the Settlement Agreement unambiguously demonstrates that there was no intent to transfer the Property to Ray or to release any remaining interest that JPMorgan may have retained in the Property to Ray.

For the purposes of the try title statute, I find and rule that Ray does not hold record title to the Property and thus has no standing to bring a try title claim, he is not entitled to assert his quiet title claim for the reasons stated above, and he is not entitled to relief under G. L. c. 183, §55 because the prior Mortgage on the Property has been foreclosed and no longer exists. When there is no mortgage, there can be no requirement for a discharge to be recorded.

C. Res Judicata

The Respondents urge the court to find that, notwithstanding the merits or lack thereof of Ray’s claims, they are barred by principles of res judicata, while Ray argues that his claims arise solely from rights created by the Settlement Agreement, and for that reason are not barred by the resolution of the Superior Court Action. I conclude that at least to some extent, Ray bases his claims in the present action on his assertions that the foreclosure of the Property was invalid, and so it is appropriate to assess whether those claims are barred by res judicata.

“Res judicata is the generic term for various doctrines by which a judgment in one action has a binding effect in another.” Heacock v. Heacock, 402 Mass. 21 , 23 n.2 (1988). The doctrines of “issue preclusion” and “claim preclusion” are encompassed within the term “res judicata.” Kobrin v. Bd. of Registration in Med., 444 Mass. 837 , 843 (2005). The Respondents contend that Ray is barred from relitigating any claims based on the foreclosure process by the doctrine of claim preclusion. “Three elements are essential for invocation of claim preclusion: (1) the identity or privity of the parties to the present and prior actions, (2) identity of the cause of action, and (3) prior final judgment on the merits.” DaLuz v. Dep’t of Correction, 434 Mass. 40 , 45 (2001); Franklin v. North Weymouth Coop. Bank, 283 Mass. 275 , 280 (1933). The party asserting res judicata bears the burden of establishing all the elements. Longval v. Comm’r of Correction, 448 Mass. 412 , 416-417 (2007). However, the present cause of action “need not be a clone of the earlier cause of action” to invoke claim preclusion. Mancuso v. Kinchla, 60 Mass. 558 , 571 (2004); Massachusetts Sch. of Law at Andover, Inc. v. American Bar Assn., 142 F. 3d 26, 38 (1st Cir. 1998). “The doctrine of res judicata precludes relitigating not only the issues raised in the prior action, but the issues that could have been raised.” Brennan v. Harmon Law Offices, P.C., 81 Mass. App. Ct. 1125 (2012), citing Anderson v. Phoenix Inv. Counsel of Boston, Inc., 387 Mass. 444 , 449 (1982); Baby Furniture Warehouse Store, Inc. v. Muebles D&F Ltée, 75 Mass. App. Ct. 27 , 35 (2009).

Here, the first element is met because the Petitioner in the current action is identical to the Plaintiff in the prior Superior Court action. Ray initiated the lawsuit in the Superior Court Action against JPMorgan challenging the foreclosure and seeking a declaratory judgment on his rights to the Property. The Superior Court Action resulted in the Settlement Agreement between the two parties. In the present case, Ray brought the action against the Respondents, one of whom, JPMorgan, was a defendant in the Superior Court Action and the other of whom, Reem, is in privity with JPMorgan. The complaint alleges four separate counts, once again, in regards to Rays’ rights to the Property arising out of what he claims is the invalid foreclosure of the Property.

As to the second element, a claim is considered to be same for res judicata purposes if it is derived from the same transaction or series of connected transactions. St. Louis v. Baystate Med. Ctr., Inc., 30 Mass. App. Ct. 393 , 399 (1991). “What constitutes a transaction or series of connected transactions should be ‘determined pragmatically,’ considering whether the facts in each are related in origin or motivation and form a convenient trial unit, for the policy reason that ‘parties and the judiciary should be spared repetitive actions based on the same wrong.’” Bjorklund v. Scituate Zoning Bd. of Appeals, 24 LCR 66 , 68 (2016), quoting St. Louis v. Baystate Med. Ctr., Inc., supra, at 399; Restatement (Second) of Judgments § 24(2) (1980). Here, the Superior Court Action and the current action arise out of the same series of transactions relating to the Mortgage and the foreclosure of the Mortgage. There is no change in the relevant underlying facts between the Superior Court Action and this action.

Although Ray asserts that in the present action he “is not challenging any part of the foreclosure auction or sale,” his current Complaint is predicated on precisely such a challenge. Petitioner is yet again asserting that JPMorgan has no rights concerning the Property and is seeking a discharge of the mortgage and a declaratory judgment regarding his right to title in the Property. Ray continues to assert that the foreclosure sale was invalid, more specifically stating that because the deed to the Property was never delivered to Reem after the auction and execution of the Memorandum of Sale, his rights under the Mortgage were never extinguished. To the extent that Ray did not previously challenge the foreclosure sale with respect to the issue of delivery of the deed to Reem, he certainly had the opportunity to do so in the Superior Court Action.

The third element is also met here. A dismissal with prejudice constitutes an adjudication on the merits as fully and completely as if an order had been entered after trial, and constitutes a final judgment for the purposes of res judicata. Bagley v. Moxley, 407 Mass. 633 , 636 (1990); Boyd v. Jamaica Plain Co-op Bank, 7 Mass. App. Ct. 153 , 157 n.8 (1979). The dismissal with prejudice of the Superior Court Action dismissed all claims regarding the foreclosure process that were raised or could have been raised by Ray. All three prongs of claim preclusion are, thus, satisfied. The claims in Ray’s present Complaint that the execution of the Memorandum of Sale was insufficient to extinguish his rights to the Property and that the foreclosure sale was invalid are precluded from being litigated as a result of the prior dismissal with prejudice of the Superior Court Action. Petitioner cannot bring repetitive claims based on the same alleged wrong, as those claims are barred by res judicata.

CONCLUSION

For the foregoing reasons, the Respondents’ motions for judgment on the pleadings are ALLOWED. Judgment shall enter dismissing the Complaint with prejudice.

Judgment accordingly.