                                PUBLISHED

                    UNITED STATES COURT OF APPEALS
                        FOR THE FOURTH CIRCUIT


                               No. 13-1900


CHANDRA ANAND; RENU ANAND,

                  Plaintiffs – Appellants,

           v.

OCWEN LOAN      SERVICING,   LLC;   DEUTSCHE   BANK   NATIONAL   TRUST
COMPANY,

                  Defendants – Appellees.



Appeal from the United States District Court for the District of
Maryland, at Greenbelt. Roger W. Titus, Senior District Judge.
(8:13-cv-00843-RWT)


Argued:   May 14, 2014                           Decided:    June 6, 2014


Before MOTZ, KING, and DUNCAN, Circuit Judges.


Affirmed by published opinion. Judge Duncan wrote the opinion,
in which Judge Motz and Judge King joined.


Douglas Neil Gottron, MORRIS PALERM, LLC, Rockville, Maryland,
for Appellants.     Joshua Tropper, BAKER, DONELSON, BEARMAN,
CALDWELL & BERKOWITZ, PC, Atlanta, Georgia, for Appellees.
DUNCAN, Circuit Judge:

     Chandra        and     Renu     Anand        appeal     the       district     court’s

dismissal with prejudice of their Maryland quiet title claim.

Fed. R. Civ. P. 12(b)(6); Md. Code Ann., Real Prop. § 14-108(a).

Because the Anands did not, and cannot, plausibly allege that

they own legal title to the property in question, we affirm.



                                             I.

     The facts, taken in the light most favorable to the Anands,

are as follows.            See Minor v. Bostwick Labs., Inc., 669 F.3d

428, 430 n.1 (4th Cir. 2012).                      In January 2007, the Anands

borrowed     $500,000       to     refinance        their     home       in   Germantown,

Maryland.      The        mortgage    is     evidenced       by    a    Promissory        Note

(“Note”) and secured by a Deed of Trust.                           The Deed of Trust

provided     that    the     ownership       of     the     Anands’      home     would    be

transferred to a trust.               The trust was granted the power to

foreclose on the property if the Anands did not repay the loan

in accordance with the terms of the Note.                              Appellee Deutsche

Bank National Trust Company (“Deutsche Bank”), headquartered in

California, holds the rights under the Note and Deed of Trust.

Appellee     Ocwen        Loan     Service,        LCC     (“Ocwen”),         a    Delaware

corporation, services the loan.

     It is undisputed that in August 2008, the Anands defaulted

on   their    obligations          under   the      Note.         The    Anands    allege,

                                             2
however, that both Deutsche Bank and Ocwen were protected by

some form of insurance, which must have been paid out at the

time of the default and which fully compensated appellees for

the amount owed by the Anands under the Note.

     In February 2013, the Anands brought a quiet title action

in the Circuit Court for Montgomery County, Maryland. 1                   They

sought a declaration that Ocwen and Deutsche Bank no longer hold

any interest in their home, and an order requiring Ocwen and

Deutsche   Bank   to   release   their   liens    and   barring    them   from

foreclosing on the property.         This relief was justified, the

Anands argued, because the alleged insurance payments triggered

the release provisions of the Deed of Trust, transferring their

home’s title back to them.

     Invoking     diversity   jurisdiction,      Deutsche   Bank   and    Ocwen

removed the case to the United States District Court for the

District of Maryland and moved to dismiss the Anands’ complaint

for failure to state a claim upon which relief can be granted.

28 U.S.C. § 1332; Fed. R. Civ. Pro. 12(b)(6).                 The district

court granted the motion and dismissed the Anands’ complaint

with prejudice.     This appeal followed.

     1
        A foreclosure proceeding filed against the Anands was
voluntarily dismissed in January 2013.   The parties agree that
there is no pending foreclosure proceeding, which would bar the
current quiet title claim. See Md. Code Ann., Real Prop. § 14-
108(a).



                                    3
                                              II.

     Under      the     familiar        Erie        doctrine,      we       apply    Maryland

substantive     law       and    federal      procedural        law     when    sitting      in

diversity.      Hartford Fire Ins. Co. v. Harleysville Mut. Ins.

Co., 736 F.3d 255, 261 n.3 (4th Cir. 2013); Erie R. Co. v.

Tompkins, 304 U.S. 64 (1938).

     We   review      a    district      court’s        dismissal       of     the    Anands’

complaint de novo, taking the facts alleged in the complaint to

be true and interpreting them in the light most favorable to the

plaintiff.      Spaulding v. Wells Fargo Bank, N.A., 714 F.3d 769,

776 (4th Cir. 2013).              We do not, however, “accept as true a

legal conclusion couched as a factual allegation.”                              Papasan v.

Allain, 478 U.S. 265, 286 (1986).

     We   generally         do    not    consider        extrinsic           evidence      when

evaluating    the     sufficiency        of    a     complaint.         However,      we    may

properly consider documents attached to a complaint or motion to

dismiss   “so    long      as    they   are        integral   to      the    complaint      and

authentic.”      Philips v. Pitt Cty. Mem. Hosp., 572 F.3d 176, 180

(4th Cir. 2009) (citing Blankenship v. Manchin, 471 F.3d 523,

526 n.1 (4th Cir. 2006)).                It is undisputed that the district




                                               4
court properly considered the Deed of Trust in its analysis, and

we do the same here. 2

     We review the district court’s denial of leave to amend a

complaint for abuse of discretion.        Balas v. Huntington Ingalls

Indus., Inc., 711 F.3d 401, 409 (4th Cir. 2013).



                                   III.

     On appeal, the Anands contend that their complaint alleges

sufficient facts to state a plausible claim for relief under

Maryland’s   quiet   title    statute.    They   also   argue   that   the

district court abused its discretion by denying them leave to

amend their complaint.       We address each argument in turn.

                                    A.

     A quiet title action under Maryland law provides a vehicle

“to protect the owner of legal title from being disturbed in his

possession and from being harassed by suits in regard to his


     2
        The Anands argue on appeal that the district court
improperly converted the motion to dismiss into a motion for
summary judgment by considering an expert affidavit submitted by
the Anands without providing notice or an opportunity to
respond. Occupy Columbia v. Haley, 738 F.3d 107, 116 (4th Cir.
2013) (citing Fed. R. Civ. P. 12(d)).    Putting aside the fact
that the Anands now fault the district court for allegedly
considering an affidavit that they submitted, the record makes
clear that the district court did not, in fact, consider the
affidavit, because it was “speculative,” “not a matter of public
record,” and “not referenced in the complaint.” Joint Appendix,
J.A. 89. Therefore, this procedural challenge is without merit.



                                     5
title.”     Wathen v. Brown, 429 A.2d 292, 294 (Md. Ct. Spec. App.

1981)     (internal    quotation       marks     omitted).          It   is    well-

established    that    a    quiet   title     action   “cannot,     as   a    general

rule, be maintained without clear proof of both possession and

legal title in the plaintiff.”               Stewart v. May, 73 A. 460, 463-

64 (Md. 1909). 3       Under Maryland law, the plaintiff bears the

burden of proving both possession and legal title.                       Porter v.

Schaffer, 728 A.2d 755, 766 (Md. Ct. Spec. App. 1999).                         It is

undisputed that the Anands are in possession of their home.                        As

explained     below,   however,        the    Anands   do    not,    and      cannot,

plausibly allege that they own legal title to that property.

Consequently, their complaint fails to state a claim for relief

under Maryland’s quiet title statute.

     Under the Rule 12(b)(6) standard, we accept as true the

Anands’ factual allegation that Ocwen and Deutsche Bank have

received insurance benefits, triggered by the Anands’ default,

equal to the amount owed by the Anands under the Note held by

Deutsche    Bank.          We   must   disregard,      however,      their      legal

conclusion that these payments triggered the release provision

in the Anands’ Deed of Trust, transferring the title to the


     3
       In light of the foregoing, the Anands’ argument that the
district court erred by “adding” the requirement that the
plaintiff in a quiet title claim allege ownership of legal title
to the property is clearly contrary to Maryland law.



                                         6
property back to them.          To the contrary, assuming the insurance

payments were made, we conclude that they would not alter, let

alone release, the Anands’ obligations under the Deed of Trust.

     The Anands’ argument relies on a provision in the Deed of

Trust which states: “Upon payment of all sums secured by this

Security    Instrument,       Lender   or   Trustee,      shall    release     this

Security instrument and mark the Note ‘paid’ and return the Note

to Borrower.”       Joint Appendix, J.A. 32.               The Deed of Trust

defines    “Borrower”    as     “Chandra    Anand   and   Renu    Anand.”       The

Anands argue that the insurance payments were a “payment of all

sums” and that, therefore, the security must be released and the

title returned to them.         We disagree.

     As any first-year law student can attest, we must read the

Deed of Trust as a whole, “giv[ing] meaning and effect to every

part of the contract.”            Goodman v. Resolution Trust Corp., 7

F.3d 1123, 1127 (4th Cir. 1993).            Applying this principle, it is

clear that the release provision is triggered only if the Anands

satisfy    their   contractual      obligations.          The    Deed   of   Trust

secures “performance of the Borrower’s covenants and agreements

under . . . the Note.”          J.A. 23 (emphasis added).         It stipulates

that the “Borrower shall pay when due the principal of, and

interest    on,    the   debt    evidenced     by   the    Note.”       J.A.    24.




                                        7
Therefore, the release provision is triggered only if the Anands 4

satisfy their obligations under the note.              The Anands concede

that they have not met these obligations.          As a result, the Deed

of Trust remains in effect, and the Anands do not own legal

title to their property.

     The Anands’ attempt to sidestep this analysis by pointing

out that a Maryland quiet title action must be “in rem or quasi

in rem” is unavailing.          See Md. Code Ann., Real. Prop. § 14-

108(b).   They argue that this statutory requirement means that

we may only consider outstanding claims to the property itself

without   delving   into   the   dispute   between     themselves   and   the

appellees over the unpaid note.          This argument fails because a

plaintiff’s   ownership    of    legal    title   is   a   prerequisite   to

bringing a quiet title claim.            Where, as here, a property is

encumbered by a deed of trust and its release is conditioned on

a party’s performance under a note, determining who holds title


     4
       We do not address the Anands’ argument that the deed and
note could, hypothetically, be satisfied by payments made by a
third party on the Anands’ behalf because it is clear that no
such payment was made here. In addition, at oral argument, the
Anands cited the Deed of Trust’s “Assignment of Miscellaneous
Proceeds;   Forfeiture”  section   to   support  their  argument.
Because this argument was not raised in their opening brief, we
need not address it here.    United States v. Al-Hamdi, 356 F.3d
564, 571 n.8 (4th Cir. 2004).     Even if we did, however, it is
clear that this provision would not change our analysis because
it does not suggest that insurance payments to the lender would
alter the borrower’s obligations under the Deed of Trust.



                                     8
to   the   property     necessarily   involves        determining     whether    the

party has performed under the note.                   See Deutsche Bank Nat’l

Trust Co. v. Brock, 63 A.3d 40, 48-49 (Md. 2013); Cunningham v.

Davidoff, 46 A.2d 633, 634 (Md. 1946).                  We cannot, therefore,

decouple the questions of the Anands’ personal liability and the

security interest in the property.

      Finally, we note that the Anands’ reformulation of their

request for relief on appeal suggests a misunderstanding of the

purpose of a quiet title action.               At oral argument, the Anands’

attorney appeared to concede that his clients do not hold legal

title to their property, by asserting that the Deed of Trust is

still in effect.        He argued that the Anands seek only to enjoin

the appellees from collecting under its terms, while confessing

liability     to   an   unknown   third       party   who   paid    the    insurance

benefits. 5        However,   a   quiet       title   action,      which    resolves

disputes over title, is not the proper vehicle to resolve issues

of subrogation or assignment of liability.                  Md. Code Ann., Real




      5
        In fact, the Anands’ attorney claimed that the Anands’
first order of business upon identifying the proper recipient
would be to write him a check for their outstanding payments
plus interest. Unfortunately, counsel was less clear on why the
Anands are willing to let interest accrue and to run up legal
fees during the pendency of this action instead of simply making
their mortgage payments if this is their intended course of
action.



                                          9
Prop. § 14-108(a) (providing that a quiet title action may be

maintained by a property owner when “his title” is disputed).

      Simply put, the Anands are not entitled to the benefits of

a quiet title action because they are not authorized by statute

to resolve clouds on a legal title which they do not own.                               See

Jenkins       v.    City    of    College   Park,     840    A.2d   139,   153-54      (Md.

2003).        We therefore affirm the district court’s dismissal of

their complaint with prejudice.

                                             B.

        The    Anands’      procedural      challenge        to   the   district      court

proceedings fails as readily as their substantive argument.                             The

Anands argue that the district court abused its discretion by

denying them leave to amend their complaint to add additional

factual information about the alleged insurance benefits.                               We

disagree.

      While leave to amend should be freely given, it “[may] be

denied on the ground of futility when the proposed amendment is

clearly       insufficient        or    frivolous   on      its   face.”    Johnson     v.

Oroweat Foods Co., 785 F.2d 503, 510 (4th Cir. 1986).                           Contrary

to the Anands’ contention on appeal, the district court properly

assumed that the Anands’ default triggered insurance payments,

and   additional           factual      information      regarding      those   payments

would    not       have    made   the    Anands’    quiet     title     claim   any    more

plausible.          Therefore, we hold that the district court acted

                                             10
within its discretion in denying the Anands leave to amend their

complaint.



                               IV.

     For the foregoing reasons, the district court’s dismissal

of the Anands’ complaint with prejudice is

                                                       AFFIRMED.




                               11
