          United States Court of Appeals
                     For the First Circuit


No. 14-1381

                         ADEL A. FADILI,

                      Plaintiff, Appellant,

                               v.

             DEUTSCHE BANK NATIONAL TRUST COMPANY,
     as trustee for LONG BEACH MORTGAGE LOAN TRUST, 2006-5,

                      Defendant, Appellee.




          APPEAL FROM THE UNITED STATES DISTRICT COURT
                FOR THE DISTRICT OF NEW HAMPSHIRE

      [Hon. Joseph A. DiClerico, Jr., U.S. District Judge]




                             Before

                       Lynch, Chief Judge,
               Stahl and Kayatta, Circuit Judges.



     Stephen T. Martin and Martin & Hipple, PLLC, on brief for
appellant.
     Peter G. Callaghan, Preti Flaherty Beliveau & Pachios PLLP,
Robert E. Murphy, Jr., and Wadleigh, Starr & Peters, P.L.L.C., on
brief for appellee.



                        December 1, 2014
             STAHL, Circuit Judge.   Plaintiff Adel Fadili seeks to

halt foreclosure proceedings on a vacant lot on the shores of Lake

Winnipesaukee, claiming that he holds title to the property.

Defendant Deutsche Bank asserts that Adel's daughter held title to

the property, at least until she defaulted on her mortgage payments

to the bank.     On cross-motions for summary judgment, the district

court ruled in the bank's favor.     We affirm.

                        I.   Facts & Background

             By 1984, Adel Fadili, a Massachusetts resident, owned two

non-contiguous lots in Alton, New Hampshire. One property, located

at 132 Roger Street,1 fronts Lake Winnipesaukee and has various

improvements, including a house (the "House Lot").          The other

property is located further down Roger Street, but does not have a

street address or any improvements (the "Vacant Lot").      Both lots

are bisected by Roger Street, which used to be known as Mount Major

Park Road.

             In December of 2001, Adel2 entered into a purchase and

sale agreement with his son, Amir, to sell property "located at

Mount Major Road."      While father and son intended to convey the

House Lot, both the warranty deed and Amir's mortgage contained a

legal description of the Vacant Lot.       The warranty deed did not



     1
       Various documents in the record refer to the House Lot's
street address as "132 Rogers Road" or a variant thereof.
     2
         We refer to each family member by his or her first name.

                                  -2-
include a street address.    Although there are no buildings on the

Vacant Lot, the deed's description of the land references "[a]

tract of land . . . with the buildings thereon," before reciting

the metes and bounds of the Vacant Lot.

           In 2000, the town of Alton recorded a lien on the Vacant

Lot for unpaid taxes. In October 2002, because the taxes still had

not been paid, a tax collector conveyed the Vacant Lot to the town

by tax collector's deed.     In July 2005, Adel's mortgagee paid off

the tax debt, and on August 3, 2005, the town reconveyed the Vacant

Lot to Adel by quitclaim deed.

           On January 20, 2006, Amir entered into a purchase and

sale agreement to convey "land and building situated at 132 Rogers

Road, Alton, NH" to his sister, Alia (daughter of Adel).         Though

the agreement referenced the House Lot's address, it referred to

the deed from Adel to Amir for the property description. As stated

above, that deed described the Vacant Lot, and not the House Lot.

Alia's mortgage agreement with Long Beach Mortgage Company, dated

April 27, 2006, stated that the property securing the loan was

located at 132 Rogers Road, the House Lot's street address, but

included a legal description of the Vacant Lot.      The warranty deed

from Amir to Alia recites the same legal description of the Vacant

Lot found in the deed from Adel to Amir, and does not include a

street   address.   Alia's    mortgage   was   eventually   assigned   to

Deutsche Bank, the defendant here.


                                  -3-
            Meanwhile, Adel filed for Chapter 7 bankruptcy in 2005.

The bankruptcy Trustee considered the House Lot to be part of the

bankruptcy estate, and in July 2008, filed a notice of intent to

sell the House Lot at public auction.        Over the objection of both

Alia and the servicer of her mortgage loan, the bankruptcy court

granted the Trustee's motion to sell the House Lot.3       Subsequently,

the House Lot was sold.     Alia stopped making her mortgage payments

in August 2008, and Deutsche Bank notified her that it intended to

foreclose on the Vacant Lot.

            Adel brought suit in state court, styling his complaint

as a petition to quiet title on the Vacant Lot (Count I) and for a

declaratory judgment that he held a fee simple title to the Vacant

Lot (Count II). Deutsche Bank removed the case to federal court on

diversity grounds.      The district court allowed Adel to amend his

complaint   and   add   a   petition   to   invalidate   Alia's   mortgage

agreement with Defendant (Count III).           Both parties moved for

summary judgment.       The district court granted Deutsche Bank's

motion and denied Adel's, reasoning that Adel was estopped from




     3
       While the record does not clarify what happened during
Adel's bankruptcy proceedings with respect to the House Lot, it is
evident that the bankruptcy court determined that Adel still owned
the House Lot because the 2002 deed conveyed the Vacant Lot to
Amir.   Thus, the House Lot was conveyable by the bankruptcy
trustee. From the record we have, it appears that Adel did not
appeal the bankruptcy court's order permitting the sale of the
House Lot.

                                   -4-
claiming title to the Vacant Lot because he had conveyed that

property to his son in 2002.       This appeal followed.

                             II. Analysis

          We afford a grant of summary judgment de novo review.

Jakobiec v. Merrill Lynch Life Ins. Co., 711 F.3d 217, 223 (1st

Cir. 2013).   To succeed on a motion for summary judgment, the

moving party must show that there is no genuine dispute as to any

material fact, entitling that party to judgment as a matter of law.

Fed. R. Civ. P. 56(a).      Where the parties file cross-motions for

summary judgment, we employ the same standard of review, but view

each motion separately, drawing all inferences in favor of the non-

moving party. OneBeacon Am. Ins. Co. v. Commercial Union Assurance

Co. of Can., 684 F.3d 237, 241 (1st Cir. 2012).

A. Adel's Motion for Summary Judgment

          Adel's   motion    for    summary   judgment   rests   on   two

arguments: first, that he still holds title to the Vacant Lot

pursuant to the quitclaim deed issued to him by the town of Alton

in August 2005, and second, that Deutsche Bank's mortgage interest

in the Vacant Lot is invalid because Alia was not a bona fide

purchaser for value.   We address each in turn.

          Under New Hampshire law, the party seeking to quiet title

bears the burden of establishing his good title to the property

against the interests of all others.          Porter v. Coco, 910 A.2d

1187, 1191 (N.H. 2006).       Counts I and II of Adel's complaint


                                    -5-
ollapse into one another for purposes of this analysis.            See id.

("Quiet title petitions essentially seek a declaratory judgment

from the court regarding the parties' land interests.").              Adel

points to the August 2005 quitclaim deed as evidence of his good

title; Deutsche Bank counters that he is estopped from claiming

title pursuant to the deed from the town because Adel conveyed the

property to his son in January 2002 by warranty deed.

              New Hampshire recognizes the doctrine of estoppel by

deed, which prevents a party from denying representations made in

a valid deed.     See Hilco Prop. Servs., Inc. v. United States, 929

F. Supp. 526, 545 (D.N.H. 1996) ("[A] party who has executed a

deed, is thereby estopped from denying not only the deed itself,

but   every    fact   it   recites   and   every   covenant   it   contains

. . . [including] his grant thereof to the [grantee].") (citing

Foss v. Strachn, 42 N.H. 40 (1860)).         Even if an individual does

not possess clear title at the time he grants the deed, he is

estopped from denying the grant of the deed once his title is

perfected. White v. Ford, 471 A.2d 1176, 1178 (N.H. 1984); Kimball

v. Blaisdell, 5 N.H. 533, 535 (1831) ("If A convey[s] lands to

which he has no title, to B, with warranty, any title which A may

subsequently acquire, will enure to the benefit of B, and A cannot

claim the land against his deed.").

              The parties are in agreement that Adel's deed to Amir

described the Vacant Lot, on which the town then held a lien due to


                                     -6-
unpaid taxes. Thus, when Adel deeded the property to Amir in 2002,

he did not hold complete title to the Vacant Lot.        Deutsche Bank

argues that the title issue was cured when the taxes were paid off

by Adel's mortgagee and the town deeded the Vacant Lot back to Adel

in 2005.   As the district court correctly noted, the Supreme Court

of New Hampshire's opinion in White v. Ford supports Deutsche

Bank's argument.       In White, an uncle conveyed property to his

nephew by quitclaim deed while the property was held by the town

under a tax collector's deed.           Id. at 1177.    Some evidence

indicated that the nephew loaned the uncle money to pay the taxes

owed to the town, and the uncle continued to live on the property

until he died.   Id.    The Supreme Court of New Hampshire held that

the uncle's "after-acquired title" passed to the nephew based on

the doctrine of estoppel by deed.        Id. at 1178.   Similarly, any

deficiencies in Adel's title passed to Amir when Adel's mortgagee

paid the taxes owed to the town of Alton in 2005, making fully

valid his conveyance of the Vacant Lot to Amir in January 2002.

Thus, as of August 3, 2005, it was Amir rather than his father who

held title to the Vacant Lot, and thus Adel cannot meet his burden

to establish his good title to the Vacant Lot.     The district court

rightly denied his motion for summary judgment as to Counts I and

II.

           In support of his motion for summary judgment on Count

III, his petition to invalidate Deutsche Bank's mortgage on the


                                  -7-
Vacant Lot, Adel asserts that Alia could not grant Long Beach

Mortgage Company a mortgage on the Vacant Lot because she held no

interest in the Vacant Lot.    Adel argues that Alia cannot claim

title to the Vacant Lot because the town's quitclaim deed to him in

2005 defeats her purchase from Amir in 2006.   According to Adel's

reasoning, because the quitclaim conveyance from the town to him

was recorded, a proper title search would have put Alia and her

mortgagee on notice of Adel's interest in the vacant lot.      See

Thomas v. Finger, 743 A.2d 1283, 1285 (N.H. 1999) ("A bona fide

purchaser for value is one who acquires title to property for

value, in good faith, and without notice of competing claims or

interests in the property.") (emphasis added) (internal quotation

marks omitted) ; see also C F Invs., Inc. v. Option One Mortg.

Corp., 42 A.3d 847, 849-50 (N.H. 2012) (explaining that bona fide

purchasers must lack "actual, record, or inquiry" notice of another

party's prior interest in the property).   To the contrary, if Alia

had conducted a proper title search in the Vacant Lot at the time

of her purchase, she would have found both the 2005 quitclaim deed

and the 2002 warranty deed from Adel to Amir, by which Adel

divested himself of any interest in the Vacant Lot.     Since Adel

holds no interest in the Vacant Lot, and is not a party to Alia's

mortgage agreement with Deutsche Bank, the district court properly

denied his motion for summary judgment on Count III.




                               -8-
B. Deutsche Bank's Motion for Summary Judgment

            In our review of Deutsche Bank's motion for summary

judgment, we draw all inferences in favor of Adel, the non-moving

party, Alicea v. Machete Music, 744 F.3d 773, 778 (1st Cir. 2014),

but because Adel bears the burden of proof in his quiet title

action, he "must offer 'definite, competent evidence to rebut the

motion.'"   Cahoon v. Shelton, 647 F.3d 18, 27 n.6 (1st Cir. 2011)

(quoting Mesnick v. Gen. Elec. Co., 950 F.2d 816, 822 (1st Cir.

1991)).     This he is not able to do.     As the district court

concluded, and as discussed above, the doctrine of estoppel by deed

forecloses Adel's argument that he holds title to the Vacant Lot

and merits summary judgment in Deutsche Bank's favor on Counts I

and II of his complaint.   Because Adel cannot establish his valid

title to the Vacant Lot, he has no basis to contest either Alia's

title to the property or her mortgage agreement with Deutsche Bank,

warranting a grant of summary judgment to Deutsche Bank as to Count

III.4


        4
       Contrary to Adel's argument, parol evidence as to his and
Amir's intent in the transaction would not change the outcome here.
It is undisputed that Adel intended to sell, and Amir (and then
later, Alia) intended to buy, the House Lot. As far as the record
shows, neither Adel nor Amir brought an action in equity to reform
the 2002 deed by parol evidence, and thus the plain language of the
deed trumps whatever intentions they might have had. See Bell v.
Morse, 6 N.H. 205, 209 (1833) ("[W]here a particular tract of land
is granted, by a deed, in clear and express terms, the grantor
. . . [is] estopped to say that the land, thus described in the
deed, was inserted by mistake, and that another tract, and not
that, was intended to be granted."). The House Lot already has
been sold as a result of Adel's bankruptcy proceedings, and thus an

                                -9-
                         III.   Conclusion

          For the foregoing reasons, we affirm the decision of the

district court.   Costs to appellee.




action in equity would not be possible at this late stage. In any
event, Adel failed to ask the district court to reform the deed.

                                -10-
