WOJCICKI HOLDINGS, LLC v. BACK BAY, INC. d/b/a Mortgage Approval Services, NEW CENTURY MORTGAGE CORPORATION, WOJCICKI HOLDINGS, LLC, and NEWBURYPORT FIVE CENTS SAVINGS BANK

On July 12, 2006, Debra A. Lucchesi (Debra) granted a mortgage (Back Bay mortgage) to Back Bay Inc., D.B.A. Mortgage Approval Services (Back Bay) encumbering a registered property she owned located at 32 Railroad Avenue Salisbury, MA (property). On October 6, 2011, Peter Giannakopoulos (Peter), a creditor of Debra, was awarded an Execution on Judgment for Summary Process against Debra in the amount of $48,835, and on August 22, 2013, Peter bought the property at a sheriff's auction.

The Back Bay mortgage and the underlying note were transferred several times until U.S. Bank, National Association as trustee for C-BASS 2007-CB2 Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB2 (U.S. Bank) held the note, assigned in blank, but not the Back Bay mortgage. On September 7, 2016, a default judgment issued in Miscellaneous Case No. 15 MISC 000569 equitably assigning the Back Bay mortgage to U.S. Bank. The default judgment was registered with the Essex South Registry District of the Land Court (registry) on October 19, 2016, and noted on the then existing certificate of title for the property, transfer certificate of title no. 61540.

On November 15, 2016 at 2:48 p.m., Peter, Wojcicki Holdings, LLC (Wojcicki), and Newburyport Five Cent Savings Bank (Newburyport) serially registered several documents with the registry, including a discharge of the Back Bay mortgage executed by Back Bay, a deed conveying the property from Peter to Wojcicki, and a mortgage on the property granted to Newburyport by Wojcicki. The discharge of the Back Bay mortgage was accepted by the registry even though it was then held by U.S. Bank and the Back Bay mortgage subsequently did not appear on certificates of title issued to Peter or Wojcicki.

U.S. Bank has moved for summary judgment in Subsequent Case No. 18 SBQ 03200 01– 002, seeking to have the July 12, 2006, Back Bay mortgage declared a valid first priority mortgage on Wojcicki's certificate of title, and seeking a declaration that U.S. Bank may enforce the mortgage with priority over the Newburyport mortgage. Wojcicki and Newburyport oppose U.S. Bank's motion and have filed a cross-motion for summary judgment, also docketed in Subsequent Case No. 17 SBQ 03200 10-001, seeking that U.S. Bank be estopped from enforcing the default judgment by which it obtained the Back Bay mortgage, and that the court declare that the Wojcicki and Newbury hold their interests in the property free and clear of the Back Bay mortgage.

These cross-motions are governed by two fundamental principles undergirding all registered land. First, no deed, mortgage, assignment, discharge, or other instrument is effective until it is registered. G.L. c. 185, § 57. Second, once registered, the instrument is notice to all persons from the date of registration. G.L. c. 185, § 58. Applying these principles here, as U.S. Bank registered its equitable assignment prior to the registration of the purported discharge of the Back Bay mortgage, the discharge was ineffective and the Back Bay mortgage remains a valid encumbrance on the property to which Wojcicki and Newburyport's interests are subordinate. Summary judgment is appropriate in favor of U.S. Bank and the registry shall be ordered to correct Wojcicki's certificate of title to include the Back Bay mortgage.

Procedural History

17 SBQ 03200 10-001

On October 19, 2017, Wojcicki filed its Petition of Wojcicki Holdings, LLC to Amend Certificate of Title in Subsequent Case No. 17 SBQ 03200 10-001. On March 20, 2019, the Opposition to and Cross-Motion for Summary Judgment by the Defendants Wojcicki Holdings, LLC and Newburyport Five Cents Savings Bank was filed.

17 SBQ 03200 01-002

On January 25, 2018, U.S. Bank filed its S-Petition naming as respondents Back Bay, New Century Mortgage Corporation, Wojcicki, and Newburyport. On March 6, 2018, Wojcicki filed its Answer and Counterclaim. On March 6, 2018, Newburyport filed its Answer and Counterclaim. On March 16, 2018 U.S. Bank filed the Reply to Counterclaim in response to Wojcicki and Newburyport. On April 10, 2018 the Case Management Conference was held and Subsequent Case No. 17 SBQ 03200 10-001 was set to be treated as a companion case.

On February 4, 2019, U.S. Bank filed 1) Petitioner's Motion for Summary Judgment; 2) an Affidavit by Ocwen Loan Servicing LLC (Ocwen Aff.); and 3) Statement of Undisputed Facts (Pl.'s SOF). On March 20, 2019, the Wojcicki and Newburyport filed 1) the Opposition to and Cross-Motion for Summary Judgment by the Defendants, 2) the Response to Statement of Undisputed Facts in U.S. Bank's Motion for Summary Judgment (Defs.' SOF), and 3) Defendant's Appendix of Additional Exhibits R-Z (Defs.' App). On April 4, 2019, U.S. Bank filed the Petitioner's Response to the Opposition and Cross-Motion for Summary Judgment (Pl.'s Resp.). On April 9, 2019, the court heard the cross-motions for summary judgment and the motions were taken under advisement. This Memorandum and Order follows.

Summary Judgment Standard

Generally, summary judgment may be entered if the "pleadings, depositions, answers to interrogatories, and responses to requests for admission . . . together with the affidavits . . . show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Mass. R. Civ. P. 56(c). In viewing the factual record presented as part of the motion, the court is to draw "all logically permissible inferences" from the facts in favor of the non-moving party. Willitts v. Roman Catholic Archbishop of Boston, 411 Mass. 202 , 203 (1991). "Summary judgment is appropriate when, 'viewing the evidence in the light most favorable to the nonmoving party, all material facts have been established and the moving party is entitled to a judgment as a matter of law.'" Regis College v. Town of Weston, 462 Mass. 280 , 284 (2012), quoting Augat, Inc. v. Liberty Mut. Ins. Co., 410 Mass. 117 , 120 (1991).

Undisputed Facts

The following facts are undisputed or deemed admitted:

1. Debra acquired a one-half undivided interest in the property by a deed from Emmanuel Lucchesi dated October 8, 1991, and registered on November 1, 1991, with the Essex South Registry District of the Land Court (registry) as document no. 266485, evidenced by transfer certificate of title no. 61540 (Debra's certificate). Pl.'s SOF ¶¶ 1-2 & Exhs. A-B; Defs.' SOF ¶¶ 1-2.

2. Emmanuel Lucchesi died on December 28, 2003, at which time Debra, the only heir of Emmanuel Lucchesi, became the sole owner of the property. Pls.' SOF ¶¶ 3-4 & Exhs. B- D; Defs.' SOF ¶¶ 3-4.

3. On July 12, 2006, Debra gave a note in the original principal amount of $250,000 (Back Bay note) to Back Bay secured by the Back Bay mortgage. The Back Bay mortgage was registered with the registry on July 14, 2006, as document no. 469522 and noted on Debra's certificate. Pls.' SOF ¶¶ 5, 13 & Exhs. B, E, K; Defs.' SOF ¶¶ 5, 13.

4. A document appearing in the summary judgment record as Exhibit B to the Ocwen Affidavit purports to be an unregistered Corporation Assignment of Real Estate Mortgage dated July 14, 2006, and endorsed by Back Bay assigning its interest in the Back Bay mortgage to New Century Mortgage Corporation (New Century). Ocwen Aff. ¶¶5-6 & Exh. B. Another document appearing in the summary judgment record as Exhibit F to the Petitioner's Statement of Undisputed Facts purports to be an unregistered assignment of the Back Bay mortgage in blank, dated July 12, 2006, and endorsed by New Century on July 26, 2006. Pls.'s SOF ¶ 7 & Exh. F; Defs.' ¶ 7. Neither of these purported assignments were registered with the registry. Pl.'s SOF Exhs. B, F; Ocwen Aff. Exh. B.

5. The copy of the Back Bay note appearing in the summary judgment record shows an undated assignment of the note to New Century, endorsed by Back Bay. Pl.'s SOF Exh. K. The Back Bay note further reflects that it was subsequently assigned in blank by New Century. Pl.'s SOF Exh. K.

6. On October 6, 2011, a Peter Giannakopoulos a/k/a Panagiotis Giannakopoulos (Peter), a creditor of Debra, obtained an Execution on Judgment for Summary Process against Debra from the Northeast Housing Court in the amount of $48,835 (execution). The execution was registered with the registry on October 20, 2011, as document no. 524129 and noted on Debra's certificate. Pls.' SOF ¶ 9 & Exhs. B, H; Defs.' SOF ¶ 9.

7. On June 18, 2012, Back Bay's registration to do business in the state of Massachusetts was revoked. Pls.' SOF ¶ 16 & Exh. N; Defs.' SOF ¶ 16.

8. Another copy of the execution dated May 24, 2013, was issued by the Northeast Housing Court and was registered with the registry on June 17, 2013, as document no. 543517, and noted on Debra's certificate. Pl.'s SOF Exhs. B, I. On August 22, 2013, Peter bought the property at a public auction, evidenced by a sheriff's deed dated August 28, 2013, and registered with the registry on August 29, 2013, as document no. 546116 and noted on Debra's certificate (sheriff's deed). Pls.' SOF ¶ 10-11 & Exhs. B, I-J; Defs.' SOF ¶ 10-11.

Equitable Assignment Action

9. On December 23, 2015, U.S. Bank filed a complaint in this court seeking an equitable assignment of the Back Bay mortgage as the current holder of the Back Bay note. The complaint was docketed as Miscellaneous Case No. 15 MISC 000569 (Equitable Assignment Action). Pl.'s SOF ¶ 12; Defs.' SOF ¶ 12; see U.S. Bank v. Back Bay Inc. dba Mortgage Approval Services, Land Ct., Misc. Case No. 15 MISC 000569, Docket Report (docket report).

10. According to the docket report for the Equitable Assignment Action, (1) the named defendants in that case were Back Bay, Newburyport, Debra, and an individual named Panagiotis Giannakopolous; (2) on January 13, 2016, U.S. Bank filed a voluntary dismissal as to Newburyport; (3) on January 27, 2016, U.S. Bank filed returns of service for Back Bay, Debra, and an individual named Panagiotis Giannakopolous and on February 18, 2016, U.S. Bank filed a Request for Entry of Default. The name of defendant Giannakopolous on the complaint and return of service is spelled differently than Peter's last name as shown on the execution and sheriff's deed, "Giannakopoulos." See Docket Report; Defs.' App. Exh. S (emphasis added).

11. The Wojcicki and Newburyport argue that Peter was not served in the Equitable Assignment Action, and in support have provided:

a. A copy of the return of service for a Panagiotis Giannakopolous, filed in the Equitable Assignment Action. As discussed, the last name of the Panagiotis served by the Barnstable County Sheriff's Office is spelled differently than the name appearing on the execution and the sheriff's deed. Defs.' App. Exh. S;

b. An affidavit of Attorney E. Douglas Bolick, dated March 1, 2018, in which attorney Bolick avers that he represented a Panagiotis Peter Giannakopoulos in the sale of the property to Wojcicki in 2016; that his client died on January 26, 2018; and that based on communications with his client, his client was not served in the Equitable Assignment Action. Defs.' App. Exh. U; and

c. An affidavit of a Panagiotis K. Giannakopoulos, dated February 23, 2018, in which Mr. Giannakopoulos avers that on or about January 7, 2016, he was served with a summons and complaint in the Equitable Assignment Action; that he had no connection to the property, and that he contacted the Land Court and U.S. Bank's attorney to inform them that he was not the intended recipient of the summons and complaint. Defs.' App. Exh. V.

12. On September 7, 2016 the Court issued an Amended And Corrected Default Judgment (Default Judgment), granting U.S. Bank an equitable assignment of the Back Bay mortgage. The Judgment was registered with the registry on October 19, 2016, as document no. 576386, and noted on Debra's certificate. Pls.' SOF ¶ 14 & Exhs. L, O; Defs.' SOF ¶ 14.

The November 15, 2016, Transactions

13. On November 15, 2016, seven documents were serially registered with the registry at 2:48 p.m.

a. A document entitled Mortgage Discharge, purporting to discharge the Back Bay mortgage, and executed by John J. Mulligan, as President of Back Bay on July 13, 2016, was registered with the registry as document no. 577260, and noted on Debra's certificate (Discharge). Pl.'s SOF ¶¶ 15, 19 & Exhs. M, O; Defs.' SOF ¶¶ 15, 19.

b. A municipal lien certificate for the property was registered with the registry as document no. 577261, and noted on Debra's certificate. Pl.'s SOF Exh. O.

c. An Order of the Land Court cancelling Debra's certificate and ordering that a new certificate of title for the property be issued to Peter Giannakopoulos, a/k/a Panagiotis Giannakopoulos was registered with the registry as document no. 577262, and noted on Debra's certificate and certificate of title no. 89958. Certificate of title no. 89958 (Peter's certificate) was issued identifying Peter as the owner of the property. Pl.'s SOF ¶ 21 & Exhs. O-P; Defs.' SOF ¶ 21.

d. A deed from Peter, granting the property to Wojcicki for consideration of $259,900, dated November 15, 2016, was registered with the registry as document no. 577263, and noted on Peter's certificate and certificate of title no. 89959 (Wojcicki Deed). Peter's certificate was cancelled and certificate of title no. 89959 (Wojcicki's certificate) was issued identifying Wojcicki as the owner of the property. Pl.'s SOF ¶ 22 & Exhs. P-Q; Defs.' SOF ¶ 22; Pl.'s Resp. Exh. AA.

e. A certificate of organization for Wojcicki was registered with the registry as document no. 577264, and noted on Wojcicki's certificate. Pl.'s SOF Exh. Q.

f. A mortgage encumbering the property dated November 15, 2016, was granted to Newburyport by Wojcicki and registered with the registry as document no. 577265, and noted on Wojcicki's certificate (Newburyport mortgage). Pl.'s SOF ¶ 23 & Exh. Q; Defs.' SOF ¶ 23; Pl.'s Resp. Exh. BB.

g. An assignment of rents, dated November 15, 2016, in which Wojcicki assigned the rents from the property to Newburyport was registered with the registry as document no. 577266, and noted on Wojcicki's certificate (assignment of rents). Pl.'s SOF ¶ 23 & Exh. Q.

14. The Back Bay mortgage does not appear on either Peter's certificate or Wojcicki's certificate. Pl.'s SOF Exhs. P-Q.

Discussion

U.S. Bank, in its Complaint, seeks (1) a decree noting the Back Bay mortgage, equitably assigned to U.S. Bank, as the first mortgage on Wojcicki's certificate; (2) a declaration that the Discharge is void, of no force and effect, and stricken as wholly ineffective; (3) a declaration that the Newburyport mortgage and the assignment of rents are subordinate and subject to the Back Bay mortgage; and (4) an order allowing the judgment in this action to be registered with the registry and noted on Wojcicki's certificate. U.S. Bank argues that it is entitled to the requested relief because it received an equitable assignment of the Back Bay mortgage which was registered with the registry before Back Bay purported to discharge that mortgage by registering the Discharge with the registry, and that consequently, the Back Bay mortgage, held by U.S. Bank, still encumbers the property and should be reflected as the first mortgage on Wojcicki's certificate.

In response, Wojcicki and Newburyport argue (1) that the equitable assignment of the Back Bay mortgage to U.S. Bank is defective, void, or its enforcement must be estopped, because U.S. Bank failed to give Peter notice of the Equitable Assignment Action; (2) that they did not have record notice of the Default Judgment because the judgment did not appear in Peter's Certificate under the Memorandum of Encumbrances; and (3) because of the lack of notice, that they are bona fide purchasers for value not subject to the Back Bay mortgage. Wojcicki and Newburyport's argument is essentially that Default Judgment in the Equitable Assignment Action is invalid because Peter did not receive notice in that case and that Wojcicki and Newburyport cannot be subject to the Back Bay mortgage because after the Discharge was registered, the Back Bay mortgage never appeared on the certificates of title issued to Peter or Wojcicki.

Equitable Assignment Action

Wojcicki and Newburyport argue that the Default Judgment should be rendered void or ineffective because Peter did not receive actual notice of the Equitable Assignment Action. U.S. Bank did serve a Mr. Panagiotis K. Giannakopoulos; however, that individual has written a sworn affidavit in which he avers that he contacted the Land Court and U.S. Bank through their counsel to state that they had served the wrong person. Wojcicki and Newburyport argue that the Default Judgment is ineffective because U.S. Bank proceeded with the Equitable Assignment Action after they received notice that Peter had not been served.

At the time of the Equitable Assignment Action, U.S. Bank as the holder of the Back Bay note assigned in blank was entitled to an equitable assignment of the Back Bay mortgage. See Gleason v. Dyke, 22 Pick. 390 , 394 (1839); Morris v. Bacon, 123 Mass. 58 , 59 (1877); Commonwealth v. Reading Sav. Bank, 137 Mass. 431 , 443-444 (1884). "[U]nder Massachusetts law a mortgagor has standing only 'to challenge a mortgage assignment as invalid, ineffective or void (if, say the assignor had nothing to assign or had no authority to make the assignment to a particular assignee).'" Wilson v. HSBC Mort. Serv., Inc., 744 F.3d 1, 9 (1st Cir. 2014), quoting Culhane v. Aurora Loan Serv. of Neb, 708 F.3d 282, 291 (1st Cir. 2013) (emphasis in original). A Massachusetts "mortgagor does not have standing to challenge shortcomings in an assignment that render it merely voidable at the election of one party but otherwise effective to pass legal title." Culhane, 708 F.3d at 291. At the time of the Equitable Assignment Action, Peter owned the property, and neither Wojcicki nor Newburyport had a present interest in either the property or the Back Bay mortgage. In that action, Back Bay would have had standing to challenge the equitable assignment of the Back Bay mortgage. As the mortgagor, however, Peter would not have had standing to challenge U.S. Bank's right as the holder of the Back Bay note to an equitable assignment of the Back Bay mortgage. As Peter lacked standing to challenge the equitable assignment of the Back Bay mortgage, the failure of U.S. Bank to properly serve Peter does not invalidate the Default Judgment.

Back Bay Discharge

U.S. Bank argues that Back Bay had no authority to discharge the Back Bay mortgage because Back Bay had no interest in the Back Bay mortgage. The Back Bay discharge was executed on July 13 2016. However, it was not registered until November 15, 2016. The registration of the discharge occurred after the registration of the Default Judgment on October 19, 2016. General Laws chapter 185, § 57, provides that:

An owner of registered land may convey, mortgage, lease, charge or otherwise deal with it as fully as if it had not been registered. He may use forms of deeds, mortgages, leases or other voluntary instruments, like those now in use, sufficient in law for the purpose intended. But no deed, mortgage or other voluntary instrument, except a will and a lease for a term not exceeding seven years, purporting to convey or affect registered land, shall take effect as a conveyance or bind the land, but shall operate only as a contract between the parties, and as evidence of authority to the recorder or assistant recorder to make registration. The act of registration only shall be the operative act to convey or affect the land, and in all cases the registration shall be made in the office of the assistant recorder for the district or districts where the land lies.

G.L. c. 185, § 57 (emphasis supplied). The Default Judgment was registered before the Discharge. Even if Back Bay had retained an interest in the Back Bay mortgage at the time it executed the Discharge in July 2016, the registration of the Default Judgement effectuated the assignment of the Back Bay mortgage to U.S. Bank as a matter of record before the Discharge was registered and could have become effective. While beyond the scope of these cross-motions for summary judgment, the summary judgment record strongly suggests that in 2016 Back Bay no longer held the mortgage and could not discharge it in any event. In any event, the Discharge is ineffective and must be struck because at the time it was registered on November 15, 2016, Back Bay no longer held the Back Bay mortgage. Rather, U.S. Bank held the Back Bay mortgage pursuant to the Default Judgment equitably assigning it the mortgage that appears on Debra's certificate. See Powers v. Orr, 10 LCR 137 , 139 (2002).

The November 15, 2016, Transactions

Wojcicki and Newburyport argue that Wojcicki is a bona fide purchaser for value and therefore is not subject to the Back Bay mortgage. In support of this Wojcicki and Newburyport allege, without any supporting evidence, that the reason that the Discharge was accepted for recording and the Back Bay mortgage was not transferred over to Peter's certificate or Wojcicki's certificate is that at the time the Discharged was recorded, the Default Judgment must not have been noted on Debra's certificate. "A bona fide purchaser for value is '[o]ne who has purchased property for value without any notice of any defects in the title of the seller."' Denn v. Miller, 18 LCR 278 , 280 (2010), quoting Black's Law Dictionary 161 (5th ed. 1979) (emphasis in original). General Laws chapter 185, § 46, provides that:

Every plaintiff receiving a certificate of title in pursuance of a judgment of registration, and every subsequent purchaser of registered land taking a certificate of title for value and in good faith, shall hold the same free from all encumbrances except those noted on the certificate

Id. (emphasis supplied). Wojcicki and Newburyport allude to an argument that because the Default Judgment did not appear on Peter's certificate or Wojcicki's certificate, that they did not have adequate notice. However, G.L. c. 185, § 58, provides that:

Every conveyance, lien, attachment, order, decree, instrument or entry affecting registered land, which would under other provisions of law, if recorded, filed or entered in the registry of deeds, affect the land to which it relates, shall, if registered, filed or entered in the office of the assistant recorder of the district where the land to which such instrument relates lies, be notice to all persons from the time of such registering, filing or entering.

Id. (emphasis supplied). The purpose of the recording statutes, including the provisions of the registration act such as G.L. c. 185, § 58, "is to show the condition of the title to a parcel of land and to protect purchasers from conveyances that are not recorded and of which they have no notice." Lamson & Co. v. Abrams, 305 Mass. 238 , 244 (1940) (discussing G.L. c. 183, § 4). The summary judgment record reflects that the Default Judgment was registered on October 19, 2016, and an attested copy of Debra's certificate shows the Default Judgment noted on the memoranda of encumbrances. See Pl.'s SOF Exhs. L, O. The registration of the Default Judgment was sufficient to provide notice to Peter, Wojcicki, and Newburyport that the Back Bay mortgage was held by U.S. Bank and not Back Bay.

Wojcicki and Newburyport's allegation that the Default Judgment was not noted on Debra's certificate is unsupported by any evidence and is directly contradicted by the summary judgment record. The Default Judgment equitably assigning the Back Bay mortgage was registered, and U.S. Bank held the Back Bay mortgage as of the date of registration, October 19, 2016. This means that it was an error for the registry to accept the Discharge, as Back Bay no longer held the Back Bay mortgage and therefore could not discharge it. This error resulted in the failure of Peter's certificate and Wojcicki's certificate to reflect the Back Bay mortgage. To the extent that Wojcicki and Newburyport argue that the absence of the Back Bay mortgage from Peter's certificate establishes a lack of record notice which would prevent Wojcicki's ownership of the property and Newburyport's interest in the Newburyport mortgage and the assignment of rents from being subject to the Back Bay mortgage, this argument also is without merit. The Discharge, the Wojcicki Deed, the Newburyport mortgage, and the assignment of rents were a part of a group of seven documents registered serially with the registry on November 15, 2016. Together these seven documents purported to discharge the Back Bay mortgage, convey the property to Wojcicki, and encumber the property with the Newburyport mortgage. That in the middle of this process, Peter's certificate, which was both issued and immediately canceled as a result of the documents registered on November 15, 2016, did not reflect the Back Bay mortgage does not mean that Wojcicki and Newburyport are afforded the protection of G.L. c. 185, § 46. Where, as a result of the registration of the Default Judgment, Wojcicki and Newburyport knew or should have known of an existing encumbrance on the land that they were taking an interest in, they "cannot be said to have taken the land 'in good faith' under G.L. c. 185 § 46 . . . and should not be allowed to benefit from an error in official records to which the purchaser contributed, whether through inattention or intentional failure to disclose."' Doyle v. Commonwealth, 444 Mass. 686 , 693 (2005) (internal quotations and citations omitted).

The Land Court "has the authority, and indeed the obligation, to examine the validity of transfer certificates for registered land, where there are errors on the face of those certificates readily ascertainable from existing records referred to thereon in the land registration system." Id. at 691. Consistent with that obligation, the Discharge must be struck from Debra's certificate and Wojcicki's certificate must be corrected to reflect that the property is encumbered by the Back Bay mortgage and that the Newburyport mortgage and assignment of rents are subordinate thereto.

CONCLUSION

For the foregoing reasons, the Petitioner's Motion for Summary Judgment is ALLOWED and the Respondents' Cross-Motion for Summary Judgment is DENIED. It is hereby ORDERED AND DECLARED that the Discharge is invalid and of no force or effect and shall be struck from the memorandum of encumbrances for certificate of title no. 61540, and, further, that certificate of title no. 89959 must be corrected to reflect that the property is encumbered by the Back Bay mortgage and that the Newburyport mortgage and the assignment of rents are subordinate thereto. [Note 1]

SO ORDERED