          United States Court of Appeals
                      For the First Circuit


No. 17-1121

               US BANK, N.A., AS LEGAL TITLE TRUSTEE
                  FOR TRUMAN 2013 SC3 TITLE TRUST,

                       Plaintiff, Appellant,

                                v.

                         HLC ESCROW, INC.;
              FIRST AMERICAN TITLE INSURANCE COMPANY,

                      Defendants, Appellees.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                    FOR THE DISTRICT OF MAINE

          [Hon. George Z. Singal, U.S. District Judge]


                              Before

                       Howard, Chief Judge,
                 Selya and Lipez, Circuit Judges.


     Benjamin P. Campo, Jr., with whom Douglas McDaniel & Campo
LLC PC was on brief, for appellant.
     David A. Soley, with whom Glenn Israel, James G. Monteleone,
and Bernstein Shur were on brief, for appellee First American Title
Insurance Company.
     Kevin P. Polansky, with whom Christine M. Kingston and Nelson
Mullins Riley Scarborough LLP were on brief, for appellee HLC
Escrow, Inc.

                          March 18, 2019
           LIPEZ, Circuit Judge.          When Sara and Douglas Trask

refinanced their mortgage in 2007, their new mortgage incorrectly

identified a parcel of unimproved land, rather than the adjacent

parcel of improved land that encompassed their residence.            The

current holder of the 2007 mortgage -- US Bank -- sued the closing

agent -- HLC Escrow, Inc. -- and the title insurer -- First

American Title Insurance Company ("First American") -- in 2016.

US Bank's complaint included causes of action for negligence and

"duty of care" against HLC Escrow, and negligence, unilateral

mistake,   and   violation   of   Maine's    Unfair   Claims   Settlement

Practices Act ("UCSPA") against First American. The district court

dismissed the complaint, declining to apply Maine's twenty-year

statute of limitations for personal actions on certain types of

contracts and financial instruments, and further concluding that

Maine's six-year limitations period for civil actions barred the

bank's claims.    See Me. Rev. Stat. Ann. tit. 14, §§ 751, 752.

           We affirm the district court's judgment in substantial

part, vacating only its dismissal of US Bank's UCSPA claim against

First American.     With respect to that claim, we conclude that it

was timely filed.

                                   I.

           The Trasks entered into a mortgage agreement with Sun

Mortgage New England, Inc. in February 2005.          The parties agree

that the mortgage encumbered an improved parcel of land along


                                  - 2 -
Stream Road in Winterport, Maine.          In April 2007, the Trasks

refinanced    their   mortgage   with   Home   Loan   Center   Inc.   d/b/a

LendingTree Loans.     The property description in the 2007 mortgage

identifies a far less valuable parcel of unimproved land also along

Stream Road, and also owned by the Trasks.            HLC Escrow acted as

the closing agent for the transaction, and First American insured

the title of the encumbered property. First American also supplied

the legal property description for the mortgage.               Following a

series of assignments, US Bank took ownership of the 2007 mortgage

in March 2014.1

             After defaulting on the 2007 mortgage, the Trasks filed

a Chapter 7 petition for bankruptcy in December 2009. Three months

later, the Trasks filed an adversary complaint against US Bank,

asking the bankruptcy court to limit US Bank's mortgage lien to

the unimproved parcel.     Subsequently, US Bank filed an insurance

claim with First American.       The insurance claim asserted coverage

based on the mortgage's errant identification of the unimproved

parcel.   In its letter denying the insurance claim on May 10, 2010,

First American explained that the policy did not cover the improved



     1 The named appellant in this case is technically "US Bank,
N.A., as Legal Title Trustee for Truman 2013 SC3 Title Trust." We
refer to appellant as "US Bank" for simplicity's sake.
Furthermore, we use the term "US Bank" to refer to appellant and
its predecessors in interest when discussing the background facts
of this case, as the transactional history of the mortgage is not
germane to this appeal.


                                   - 3 -
parcel, and insured only the parcel actually identified by the

mortgage -- that is, the unimproved parcel.   US Bank filed another

insurance claim in early 2011.    First American denied this second

claim in February of that year, offering the same explanation as

it did in denying the first claim.

          On June 10, 2011, the bankruptcy court entered a judgment

concluding that the trustee of the Trasks' bankruptcy estate had

an interest in the improved parcel superior to US Bank's.       The

Bankruptcy Appellate Panel for the First Circuit affirmed that

ruling in December 2011.   See In re Trask, 462 B.R. 268 (B.A.P.

1st Cir. 2011).     US Bank filed a foreclosure action on the

unimproved parcel in December 2013, obtained a favorable judgment

in December 2014, and took title to the unimproved parcel following

a public sale in April 2015.      It then filed its third insurance

claim with First American in February 2016.   First American denied

the claim on May 13, 2016, noting its previous denials, and

reasserting its prior interpretation of the policy.

          US Bank responded to First American's latest denial by

filing suit in state court on August 9, 2016.   As noted above, the

complaint alleges counts of negligence and duty of care against

HLC Escrow,2 and negligence, unilateral mistake, and violation of



     2 While the issue is irrelevant to this appeal, we do not
understand how US Bank's "duty of care" claim is in any way
distinct from its negligence claim against HLC Escrow.


                                 - 4 -
the UCSPA against First American.           The UCSPA claim asserts that

First American "failed to effectuate prompt, fair, and equitable

settlement" of US Bank's 2016 insurance claim, "where liability

was reasonably clear," and "knowingly misrepresented to US Bank

pertinent facts or policy provisions relating to coverage at

issue."3      The complaint does not mention US Bank's earlier-filed

insurance claims.

              HLC Escrow removed the case to federal court, and both

defendants filed motions to dismiss under Federal Rule of Civil

Procedure 12(b)(6).          The motions asserted, inter alia, that US

Bank's claims were time-barred by Maine's six-year statute of

limitations for civil actions.          See Me. Rev. Stat. Ann. tit. 14,

§ 752.     First American took the position that US Bank's claims

against it accrued no later than May 10, 2010, the date on which

it   denied    US   Bank's    initial   insurance   claim.   Included   as

attachments to First American's motion to dismiss were copies of

US Bank's 2010 claim letter, First American's letter denying that

claim, and First American's letters denying US Bank's 2011 and

2016 insurance claims.         First American did not include copies of

US Bank's 2011 and 2016 claim letters.




      3This terminology used in US Bank's complaint mirrors the
terms of the UCSPA. See Me. Rev. Stat. Ann. tit. 24-A, § 2436-
A(1)(A), (E).


                                    - 5 -
            US Bank opposed the motions to dismiss by arguing that

Maine's twenty-year limitations period for personal actions on

certain types of contracts and financial instruments applied to

its causes of action against both defendants, making them timely.

See Me. Rev. Stat. Ann. tit. 14, § 751.              As to its claims against

First American, US Bank alternatively argued that Maine's six-year

statute of limitations did not begin to run until First American

denied its 2016 insurance claim.          According to US Bank, the denial

of   its   2010   insurance    claim    did    not   trigger    the    statute   of

limitations because that claim was premature.                  The bank did not

"experience[] damages that would demonstrate a cognizable loss"

until it took title to the unimproved parcel in April 2015,

following the foreclosure proceedings.               When it then filed its

2016   insurance    claim,     "the    scope    of   US   Bank's      damages    was

realized," its insurance claim "was no longer hypothetical," and

"the remedy of payment on the policy was in place."

            The district court granted the motions to dismiss.                    It

rejected US Bank's contention that Maine's twenty-year limitations

period applied, and found all of US Bank's claims barred by the

six-year statute of limitations.          As to the bank's claims against

First American, the district court rejected US Bank's argument

that its claims did not accrue until First American denied its

2016 insurance claim.         Without addressing the bank's prematurity

argument, the court reasoned that the limitations period was not


                                       - 6 -
"tolled or extended every time US Bank filed the same claim and

received a denial on the same basis from [First American]."              US

Bank N.A. v. HLC Escrow Inc., No. 1:16-cv-00453, 2016 WL 7480269,

at *3 (D. Me. Dec. 29, 2016).

           On appeal, US Bank contends that the district court erred

by failing to apply Maine's twenty-year statute of limitations.

It again alternatively argues that its causes of action against

First American were timely even under a six-year limitations

period.

                                     II.

           We review de novo a district court's Rule 12(b)(6)

dismissal of a complaint for failure to state a claim based on the

statute of limitations.    See Santana-Castro v. Toledo-Davíla, 579

F.3d 109, 113 (1st Cir. 2009).       Conducting this review requires us

to "accept as true all well-pleaded facts in the complaint and

draw all reasonable inferences in favor of the plaintiff[]."

Gargano v. Liberty Int'l Underwriters, Inc., 572 F.3d 45, 48 (1st

Cir.   2009).   In   addition   to    the   complaint,   we   may   consider

documents "incorporated into the movant's pleadings," so long as

"they are undisputed" and are "central to" the plaintiff's claims.

In re Citigroup, Inc., 535 F.3d 45, 52 (1st Cir. 2008); see also




                                 - 7 -
Ironshore Specialty Ins. Co. v. United States, 871 F.3d 131, 135

(1st Cir. 2017).4

A. Maine's Twenty-Year Statute of Limitations

          Civil     actions   in   Maine   are   subject    to   a   six-year

limitations period, unless otherwise provided.        See Me. Rev. Stat.

Ann. tit. 14, § 752.     One exception to this rule is section 751,

title 14, of Maine Revised Statutes, which provides a twenty-year

limitations   period    for    "personal    actions    on    contracts     or

liabilities under seal, promissory notes signed in the presence of

an attesting witness, or on the bills, notes or other evidences of

debt issued by a bank." There is no question that the 2007 mortgage

falls within the category of documents enumerated by section 751.

The issue is whether this case constitutes a "personal action[]

on" the mortgage.      Me. Rev. Stat. Ann. tit. 14, § 751 (emphasis

added).   US Bank contends that its case is "on" the mortgage

because its claims relate to, and revolve around, that document.

A long history of Maine case law forecloses this position.

          In Young v. Weston, the plaintiff sued to enforce a

memorandum in which the defendant had promised to make payments on

a note referenced in the document.          39 Me. 492, 493-94 (1855).

The court held that the memorandum constituted a "separate promise"


     4 The district court invoked this rule when it relied upon
the letters attached to First American's motion to dismiss. See
US Bank N.A., 2016 WL 7480269, at *2 n.5. US Bank does not dispute
the court's application of this rule.


                                   - 8 -
from the note itself, and therefore came within neither the "spirit

nor letter" of the twenty-year limitations provision.    Id. at 495;

see also Bunker v. Ireland, 17 A. 706 (Me. 1889) (holding that a

suit against a guarantor of a note was not subject to the twenty-

year limitations period).    Likewise, in Portland Savings Bank v.

Shwartz, the Maine Law Court held that an action against an

endorser to a note was not an action on the note itself, making

the twenty-year limitations period inapplicable.    196 A. 405, 406

(Me. 1938).   The endorser's contract was "distinct from that of

the maker of the note," causing it to "not come within the

exception of the statute applicable to witnessed notes."    Id.

           A more recent Law Court case similarly declined to extend

the state's twenty-year limitations period to cases that merely

relate to a mortgage.   In U.S. Bank National Association v. Adams,

a bank sought to place an equitable lien on a brother's interest

in a property after his sister signed a mortgage encumbering her

jointly-held interest in the same.     102 A.3d 774, 776 (Me. 2014).

The court rejected the bank's argument that its claim was "based

on the note and mortgage" for purposes of section 751, because the

claim was "not an action to enforce the contested note."     Id. at

776 n.2.   Instead, the action involved an equitable claim against

the brother's interest in the property, and the brother was not a

party to the note.   Id.




                               - 9 -
            These cases make plain that US Bank's claims are not

"on" the 2007 note and mortgage.           Its claims arise from the

obligations created by its relationships with the closing agent

and title insurer. Those obligations surely relate to the mortgage

in some respects, but that is not enough.           The district court

correctly followed over a century and a half of Maine case law

limiting the twenty-year limitations period to personal actions to

enforce qualifying instruments.

            We thus affirm the district court's judgment dismissing

US Bank's claims against HLC Escrow, as US Bank does not argue

that those claims are timely under Maine's six-year statute of

limitations.      This leaves only the question of whether US Bank's

claims against First American are timely under that limitations

period.

B. Maine's Six-Year Statute of Limitations

            The district court treated US Bank's unilateral mistake,

negligence, and UCSPA claims against First American as a group,

and found that all three accrued, at the latest, when First

American denied US Bank's initial insurance claim on May 10, 2010

-- just more than six years before US Bank filed suit on August 9,

2016.     That group approach to the timeliness issue ignored some

important differences in the causes of action.

            The   unilateral   mistake    and   negligence   claims   are

unrelated to First American's denials of US Bank's insurance


                                 - 10 -
claims.   Those two causes of action pertain to First American's

alleged provision of the incorrect property description at the

mortgage closing.   Count II of US Bank's complaint asserts that

First American mistakenly provided the legal property description

for the unimproved parcel of land, while Count III alleges that

First American negligently provided that property description.        On

the other hand, US Bank's UCSPA claim, set forth in Count I,

derives from First American's allegedly wrongful denial of its

2016 insurance claim.    The complaint alleges that First American

"failed to effectuate prompt, fair, and equitable settlement" of

that insurance claim, "where liability was reasonably clear," and

"knowingly misrepresented to US Bank pertinent facts or policy

provisions relating to coverage at issue."           As these causes of

action are based on different events, US Bank's UCSPA claim is

subject to a different statute of limitations analysis than are

its unilateral mistake and negligence claims.

          1. Unilateral Mistake and Negligence

          US   Bank's   unilateral   mistake   and    negligence   claims

accrued on the date of the mortgage closing in 2007, or -- at the

latest -- when US Bank discovered that the mortgage property

description was incorrect.      The claims are untimely in either

event.

          Negligence actions accrue under Maine law "'when the

plaintiff sustains harm to a protected interest,' i.e., when a


                               - 11 -
plaintiff is 'entitled to seek judicial vindication.'"              Miller v.

Miller, 167 A.3d 1252, 1256 (Me. 2017) (quoting McLaughlin v.

Superintending Sch. Comm., 832 A.2d 782, 788 (Me. 2003)).                For a

limited number of tort actions, however, Maine commences the

statute of limitations period when the plaintiff discovered, or

should   have    discovered,   her    injury.      See   Johnston   v.   Dow   &

Coulombe, Inc., 686 A.2d 1064, 1066 (Me. 1996).            As for unilateral

mistake actions, the Law Court has yet to address whether the

limitations period runs from the time the mistake was made, or

from the time the plaintiff discovered the mistake.5

           We do not need to determine whether the discovery rule

applies to unilateral mistake actions under Maine law, or whether

US Bank could somehow benefit from that rule in the negligence

context.   US Bank could have discovered First American's allegedly

mistaken   and    negligent    provision      of   the   mortgage    property

description no later than March 17, 2010, when the Trasks filed

their adversary complaint to limit US Bank's mortgage lien to the

unimproved parcel.     As this date falls more than six years before

US Bank filed suit on August 9, 2016, its unilateral mistake and



     5 Other jurisdictions appear to be divided on this issue. See
generally Diematic Mfg. Corp. v. Packaging Indus., Inc., 412 F.
Supp. 1367, 1373 (S.D.N.Y. 1976) (stating that under New York law,
an action based upon mistake accrues at "the time the alleged
mistake occurs"); State Dep't of Transp. v. Eighth Judicial Dist.
Court, 402 P.3d 677, 683 (Nev. 2017) (en banc) (applying the
discovery rule to a unilateral mistake action).


                                     - 12 -
negligence actions are time-barred by the six-year statute of

limitations.

            2. The UCSPA

            US Bank argues that the limitations period for its UCSPA

claim commenced on the day First American denied its 2016 insurance

claim because the UCSPA violation it alleges is premised on that

denial.     First American, however, asserts that US Bank's 2016

insurance claim was the same, for UCSPA purposes, as the claim US

Bank submitted in May 2010.        Hence, First American argues, its

denial of the earlier claim triggered the statute of limitations

-- meaning that US Bank's UCSPA cause of action, filed several

months beyond the six-year mark, is untimely.

            If US Bank's 2016 insurance claim was merely a repetition

of its 2010 claim, First American would be correct.         US Bank could

not extend the statute of limitations by eliciting a second denial,

years later, of the same insurance claim.       See, e.g., Weaver v. N.

Eng. Mut. Life Ins. Co., 52 F. Supp. 2d 127, 130-31 (D. Me. 1999).

US Bank, however, insists that the two insurance claims are

necessarily distinct because the underlying facts had changed.          In

2010, the Trasks' bankruptcy proceedings were ongoing, and US

Bank's effort to gain an interest in the improved parcel had not

yet failed. Thus, its UCSPA cause of action could not have accrued

with the 2010 claim denial, US Bank explains, because the UCSPA

violation   it   asserts   in   this   litigation   is   First   American's


                                  - 13 -
wrongful refusal to pay on a loss that US Bank had not yet

experienced in 2010.   In other words, because First American had

no obligation in 2010 to indemnify US Bank for a loss -- because

the loss had not yet occurred -- US Bank could not bring a UCSPA

action alleging that the denial of its claim in 2010 was a wrongful

denial of indemnification.   Hence, the 2010 claim denial could not

have started the clock on US Bank's UCSPA cause of action.6     We

agree with US Bank.

            Under Maine law, an insurer does not have a duty to

indemnify its insured for a loss until the insured first incurs

the loss.    See, e.g., Cambridge Mut. Fire Ins. Co. v. Perry, 692

A.2d 1388, 1391 n.3 (Me. 1997) (noting that a liability insurer's

"duty to indemnify is not determined until the liability of the

insured has been decided"); see also Osprey Landing, LLC v. First

Am. Title Ins. Co., 157 A.3d 247, 251 (Me. 2017) (concluding,

pursuant to property owner's title insurance policy, that title

insurer had no obligation to "preemptively indemnify" property

owner for a "hypothetical" loss). In cases involving a mortgagee's

title insurance policy, the mortgagee incurs a loss when "the


     6 US Bank also argues that the denial of its 2010 claim did
not trigger the limitations period because that claim invoked First
American's duty to defend, while its 2016 insurance claim invoked
the insurer's duty to indemnify. Though we agree that an insurer's
refusal to defend and its refusal to indemnify are distinct events
under Maine law, see, e.g., Harlor v. Amica Mut. Ins. Co., 150
A.3d 793, 801 (Me. 2016), US Bank waived this argument by failing
to raise it before the district court.


                               - 14 -
security for the loan proves inadequate to pay off the underlying

insured debt due to the presence of undisclosed defects."            Hodas

v. First Am. Title Ins. Co., 696 A.2d 1095, 1097 (Me. 1997); see

also 11A Steven Plitt et al., Couch on Insurance § 159:6 (3d ed.

2017).7   Accordingly,    a    title   insurer's   duty   to   indemnify   a

mortgagee does not arise until the security for the mortagee's

loan "proves inadequate."      Hodas, 696 A.2d at 1097.

          As described above, the security for US Bank's loan had

yet to "prove[] inadequate" when First American rejected US Bank's

2010 insurance claim.    Id.   If US Bank had prevailed in the ongoing

adversary proceeding with the Trasks -- i.e., if the bankruptcy

court had concluded that the mortgage encumbered the more valuable

improved parcel -- the bank's security presumably would have been

adequate to cover the Trasks' debt.        US Bank thus did not incur a

loss until -- at the earliest -- the bankruptcy court rejected its

position and entered judgment finding that the bank's mortgage

encumbered only the unimproved parcel.        That judgment entered on

June 10, 2011, after First American denied US Bank's 2010 insurance

claim.8



     7 In contrast, a property owner's title insurance policy
"protects the value of an owner's fee interest" such that "[t]he
presence of a title defect immediately results in a loss . . .
since resale value will always reflect the cost of removing the
defect." Hodas, 696 A.2d at 1097.
     8 We decide here only that US Bank's loss occurred at the
earliest when the bankruptcy court entered judgment. We do not


                                  - 15 -
           This loss, subsequent to the denial of U.S. Bank's 2010

claim, thus distinguishes First American's denial of US Bank's

2016 insurance claim from its denial of the 2010 claim.   In 2010,

First American could not have been expected to indemnify US Bank

for a loss, and US Bank could not have properly brought a UCSPA

action at that time based on First American's refusal to do so.

However, by the time First American denied US Bank's 2016 insurance

claim, it was established that US Bank had suffered a loss from

the mortgage's allegedly errant identification of the unimproved

parcel.   US Bank could thus properly allege that First American's

refusal to provide indemnification was wrongful and violated the

UCSPA.9

           We recognize that, in concluding that US Bank's UCSPA

claim could not have accrued in 2010, we have drawn upon precedent

developed in the context of contractual insurance disputes.   That

precedent, however, properly informs our assessment of whether

First American's conduct constitutes an unfair claims settlement



reach US Bank's contention that its loss did not occur until it
later took possession of the unimproved parcel in April 2015.
     9  The changed circumstances concerning First American's
alleged obligation to US Bank distinguish this case from those in
which the plaintiff complains about an ongoing refusal to pay
benefits.   For example, in Weaver v. New England Mutual Life
Insurance Co., 52 F. Supp. 2d 127 (D. Me. 1999), cited by First
American, the court rejected the plaintiff's attempt to refresh
his claim for disability benefits simply by asserting that the
defendants "continue to refuse to pay his disability claim." Id.
at 130.


                              - 16 -
practice in Maine.   Under Maine law, "liability [could not] become

reasonably clear" as to First American's duty to indemnify US Bank

until at least 2011, see Me. Rev. Stat. Ann. tit. 24-A, § 2436-

A(1)(E), and a UCSPA cause of action based on the insurer's

unreasonable refusal to settle therefore could not accrue until

First American thereafter denied a claim from US Bank -- as it did

in 2016.10    The Maine Legislature could choose to differentiate

UCSPA causes of action from contractual insurance causes of action

and allow plaintiffs to pursue "premature" indemnification-based

UCSPA claims when an insurer first denies a claim for lack of

coverage.    At present, however, we see no reason to depart from

the contractual analysis.    See generally Chapman v. Standard Fire

Ins. Co., No. 1:11-cv-459, 2012 WL 3644778, at *3 (D. Me. Aug. 23,

2012) (inferring that the Maine Law Court views the UCSPA as

providing    additional   contractual    remedies,   rather   than   tort

remedies, citing Marquis v. Family Mut. Ins. Co., 628 A.2d 644,

652 (Me. 1993)).11


     10 We need not address whether the statute of limitations for
US Bank's UCSPA misrepresentation claim also was triggered in 2016,
rather than in 2010, given our conclusion that US Bank has a UCSPA
claim that survives the motion to dismiss.
     11Maine's UCSPA is derived from model legislation promulgated
by the National Association of Insurance Carriers ("NAIC"). See
NAIC, Unfair Claims Settlement Practices Act (Jan. 1997),
available at http://www.naic.org/store/free/MDL-900.pdf ("Model
UCSPA").   Courts in other states construing similar bad-faith
statutes have reached different conclusions on whether a claim
based on a failure to indemnify accrues upon an initial claim
denial, or whether it accrues after the insurer later incurs a


                                - 17 -
          To be clear, whether First American justifiably denied

US Bank's 2016 insurance claim based on the policy's lack of

coverage, or whether it has another defense to payment, are

separate questions not raised in this appeal.   In First American's

motion to dismiss and in its appellate brief, the statute of

limitations was the only defense raised in support of dismissal of

US Bank's UCSPA claim.   We take no view on the viability of any

other defenses going forward.    We hold here only that the statute

of limitations for a Maine UCSPA cause of action alleging injury

from a wrongful denial of indemnification begins to run from the

date of denial, but only if the insurer at that time had a duty to

indemnify under Maine law.   Absent such a duty, the denial cannot

be wrongful.

           Accordingly, US Bank's UCSPA cause of action accrued on

May 13, 2016, when First American denied US Bank's claim seeking

indemnification for the established loss.     Because that date is

within the statute of limitations, we must vacate the dismissal of

US Bank's UCSPA claim and remand for further proceedings.




contractual duty to indemnify. Compare, e.g., Adamski v. Allstate
Ins. Co., 738 A.2d 1033, 1036 (Pa. Super. Ct. 1999) (holding that
the insured could have commenced an action at any point after the
original denial of coverage), with Daugherty v. Allstate Ins. Co.,
55 P.3d 224, 228 (Colo. App. 2002) (holding that the insured's
claim for bad faith refusal to indemnify did not accrue until
judgment entered in the underlying case).


                                - 18 -
                                   III.

             For the reasons given above, we affirm in part and vacate

in part the district court's judgment.             We affirm as to the

dismissal    of   US   Bank's   claims   against   HLC   Escrow,   and   its

unilateral mistake and negligence claims against First American.

We vacate the dismissal of US Bank's UCSPA claim against First

American and remand for further proceedings.

             US Bank and First American shall bear their own costs on

appeal.     HLC Escrow's costs shall be taxed to US Bank.

             So ordered.




                                  - 19 -
