                               PUBLISHED

                 UNITED STATES COURT OF APPEALS
                     FOR THE FOURTH CIRCUIT


                           No. 13-1869


BRADLEY D. PETRY, Individually and on behalf of a Class of
persons similarly situated; STACEY M. MILLER, Individually
and on behalf of a Class of persons similarly situated,

               Plaintiffs - Appellants,

          v.

PROSPERITY MORTGAGE COMPANY; WELLS FARGO BANK, N.A.; WALKER
JACKSON MORTGAGE CORPORATION, formerly doing business as
Prosperity Mortgage Corporation; WELLS FARGO VENTURES, LLC;
THE LONG & FOSTER COMPANIES, INC.; LONG & FOSTER REAL
ESTATE, INC.,

               Defendants - Appellees.

----------------------------

MORTGAGE BANKERS ASSOCIATION,

               Amicus Supporting Appellees.



                           No. 13-1924


BRADLEY D. PETRY, Individually and on behalf of a Class of
persons similarly situated; STACEY M. PETRY, f/k/a Stacey M.
Miller, Individually and on behalf of a Class of persons
similarly situated,

               Plaintiffs - Appellees,

          v.
PROSPERITY MORTGAGE COMPANY; WELLS FARGO VENTURES, LLC; WELLS
FARGO BANK, N.A.; LONG & FOSTER REAL ESTATE, INCORPORATED;
WALKER JACKSON MORTGAGE CORPORATION, formerly doing business as
Prosperity Mortgage Corporation; THE LONG & FOSTER COMPANIES,
INCORPORATED,

                Defendants - Appellants.

----------------------------

MORTGAGE BANKERS ASSOCIATION,

                Amicus Supporting Appellants.



Appeals from the United States District Court for the District
of Maryland, at Baltimore.       William M. Nickerson, Senior
District Judge. (1:08-cv-01642-WMN)


Argued:   May 14, 2014                     Decided:   July 10, 2014


Before NIEMEYER and WYNN, Circuit Judges, and Robert J. CONRAD,
Jr., United States District Judge for the Western District of
North Carolina, sitting by designation.


Affirmed by published opinion.        Judge Niemeyer     wrote   the
opinion, in which Judge Wynn and Judge Conrad joined.


ARGUED:   Benjamin Howard Carney, GORDON, WOLF & CARNEY, CHTD.,
Towson, Maryland, for Appellants/Cross-Appellees.        Irene C.
Freidel, K&L GATES LLP, Boston, Massachusetts; Jay Norman Varon,
FOLEY & LARDNER LLP, Washington, D.C., for Appellees/Cross-
Appellants.    ON BRIEF:     Richard S. Gordon, GORDON, WOLF &
CARNEY, CHTD., Baltimore, Maryland; Cyril V. Smith, William K.
Meyer,   ZUCKERMAN   SPAEDER   LLP,   Baltimore,   Maryland,   for
Appellants/Cross-Appellees.    Brian M. Forbes, K&L GATES LLP,
Boston, Massachusetts; Andrew Jay Graham, John A. Bourgeois,
KRAMON & GRAHAM, P.A., Baltimore, Maryland, for Appellees/Cross-
Appellants Wells Fargo Bank, N.A., and Wells Fargo Ventures,
LLC.   Jennifer M. Keas, FOLEY & LARDNER LLP, Washington, D.C.,
for    Appellees/Cross-Appellants    Walker    Jackson    Mortgage
Corporation, The Long & Foster Companies, Incorporated, and Long

                                 2
& Foster Real Estate, Incorporated. David L. Permut, William M.
Jay, Sirisha V. Kalicheti, GOODWIN PROCTER LLP, Washington,
D.C.,    for    Appellees/Cross-Appellants  Prosperity   Mortgage
Company.    Gary C. Tepper, Daniel J. Tobin, BALLARD SPAHR LLP,
Washington, D.C., for Amicus Mortgage Bankers Association.




                                3
NIEMEYER, Circuit Judge:

       Bradley     and   Stacey       Petry,       who    borrowed        $220,000      from

Prosperity Mortgage Company to purchase a house in Baltimore,

Maryland, contend that because of the way Prosperity Mortgage

operated in relation to Long & Foster Real Estate, Inc., and

Wells Fargo Bank, N.A., each of which indirectly owned one-half

of    Prosperity      Mortgage,       the    fees        that    Prosperity        Mortgage

charged at closing violated the Maryland Finder’s Fee Act, Md.

Code Ann., Com. Law §§ 12-801 to 12-809.                        They claim that they

are   entitled     to    a   return    of    the     fees       they   paid      Prosperity

Mortgage, as well as statutory damages of three times the amount

of    those   fees.      The     Petrys     represent       a     class    of     similarly

situated borrowers.

       When the Petrys purchased their house, their Long & Foster

real estate agent introduced them to a Prosperity Mortgage loan

officer, who in turn arranged a mortgage loan that enabled them

to purchase their house without any down payment.                             To fund the

loan, Prosperity Mortgage drew on a line of credit with Wells

Fargo.     At closing, the Petrys paid Prosperity Mortgage typical

lending    fees    in    the    amount      of   $1,290.         Several      days     after

closing,      Prosperity       Mortgage     sold    the     Petrys’       loan    to   Wells

Fargo.

       In their class action complaint, the Petrys alleged that,

while Prosperity Mortgage held itself out to the public solely

                                             4
as a mortgage lender, it also operated as a mortgage broker that

helped borrowers obtain mortgage loans from Wells Fargo.                                They

alleged      further      that    all    the       fees    that    Prosperity     Mortgage

charged them (and the class of similar borrowers) were “finder’s

fees” within the meaning of the Maryland Finder’s Fee Act.                                   In

doing this, they claimed, Prosperity Mortgage violated the Act

(1) by charging finder’s fees in transactions in which it was

both the mortgage broker and the lender and (2) by charging

finder’s fees without a separate written agreement providing for

them.     Finally, the Petrys alleged that Long & Foster and Wells

Fargo     were     liable       with     Prosperity        Mortgage      as    aiders    and

abettors and as coconspirators.

     After        discovery       was    completed         and     the   district       court

certified the class, the court advised the parties that it had

concluded         that    the     fees     Prosperity         Mortgage        charged    for

performing lending services were not “finder’s fees” within the

meaning      of    the    Finder’s      Fee    Act,       unless   the   fees    had    been

inflated so that the overcharge could be considered a disguised

finder’s fee.            It advised the Petrys that they would have to

prove “that they paid some excessive or redundant fee to Wells

Fargo (in the guise of Prosperity) for finding Wells Fargo as a

lender.”          When    the    plaintiffs         acknowledged     that     they   lacked

proof   to    meet       that    burden,      the    court    entered    judgment       as    a

matter of law in favor of the defendants.

                                               5
       We affirm, concluding that because Prosperity Mortgage was

identified as the lender in the documents executed at closing,

it was not a “mortgage broker” as the Finder’s Fee Act defines

that term and therefore was not subject to the Act’s provisions.


                                                I


The Petrys’ house purchase and loan transaction

       On    October      21,     2005,      the    Petrys    purchased       a    house   on

Carroll Street in Baltimore, Maryland, for $220,000, which was

paid for with a mortgage loan from Prosperity Mortgage Company.

The   Petrys     had      earlier    met       with    a   Prosperity    Mortgage      loan

officer, who helped them select a loan product based on their

financial needs and prequalified them for the loan.                               After the

Petrys signed a purchase agreement, the loan officer prepared

the formal loan application and ordered both a credit report and

an    appraisal      of    the     house       on     their   behalf.     At        closing,

Prosperity Mortgage paid the purchase price to the sellers and

received     a   note      from    the       Petrys    made   payable    to       Prosperity

Mortgage, which was secured by a deed of trust on the house.

For its services, Prosperity Mortgage charged the Petrys $1,290,

which included an application fee of $410 (most of which went to

covering the cost of the appraisal ($350) and the cost of the

credit      report     ($29.40));        a    processing      fee   of   $490;       and   an



                                                6
underwriting fee of $390.                 All the closing documents identified

Prosperity Mortgage as the Petrys’ lender.

      Four days after the transaction closed, Prosperity Mortgage

sold the Petrys’ loan to Wells Fargo.


The structure of Prosperity Mortgage’s operation

      Prosperity Mortgage was formed in 1993 as a joint venture

between     Prosperity     Mortgage         Corporation      (now     known       as    Walker

Jackson Mortgage Corporation, a wholly owned subsidiary of The

Long & Foster Companies, Inc. and an affiliate of Long & Foster

Real Estate, Inc.) and Norwest Mortgage, Inc. (a predecessor to

Wells   Fargo    Bank,     N.A.).          During     the    relevant       time       period,

Prosperity Mortgage was owned in equal shares by Walker Jackson

Mortgage and Wells Fargo Ventures, LLC, with the two partners

each appointing half of the company’s operating committee.

      The    joint     venture        agreement         that       created        Prosperity

Mortgage stated that the company would operate “a residential

mortgage lending business principally with customers of Long &

Foster Real Estate,” and it did so using funds obtained through

a   warehouse      line    of    credit      from      Wells       Fargo.         Prosperity

Mortgage    used    the    line      of    credit     to    make    mortgage       loans    to

borrowers in its own name, and it charged borrowers underwriting

and   processing      fees      at    closing.          Within      days     of    closing,

Prosperity      Mortgage     sold     most       of   its   loans     to    Wells       Fargo,


                                             7
although some were sold to third-party investors, such as U.S.

Bank and Nationwide Bank.          With respect to the sale of each

loan,    Prosperity    Mortgage   also    received   a    “service   release

premium” as compensation for the sale of its right to service

the loan.     After selling the loan, Prosperity Mortgage used the

proceeds to pay off the warehouse line of credit.

        Prosperity Mortgage was licensed by Maryland, as well as by

other     States,     as   a   mortgage    lender,       and   it    employed

approximately 300 employees.        It contracted with Wells Fargo for

services in connection with underwriting higher-risk loans and

with preparing loans for sale after closing.


The Petrys’ class action complaint

        More than two years after the Petrys closed on the purchase

of their house, they received an unsolicited letter from the law

firm of Gordon, Wolf & Carney, Chtd., asking them to participate

in a class action against Prosperity Mortgage, Wells Fargo, and

Long & Foster.      Bradley Petry testified that he first learned of

his legal claim through this letter and that his understanding

was that Prosperity Mortgage had violated the Maryland Finder’s

Fee Act because it acted as both “the arranger of the loan and

the source of the loan.”          The Petrys agreed to serve as class

representatives, and Gordon, Wolf & Carney filed the complaint

in this case on June 23, 2008, naming the Petrys as plaintiffs


                                     8
and class representatives.               The complaint named as defendants

Prosperity Mortgage; Wells Fargo Bank and Wells Fargo Ventures

(collectively, “Wells Fargo”); and Walker Jackson Mortgage, The

Long     &    Foster    Companies,      and      Long   &   Foster      Real        Estate

(collectively, “Long & Foster”).

       As    relevant    to     this   appeal,    the   complaint       alleged      that

Prosperity         Mortgage’s     business     model    violated        the    Maryland

Finder’s Fee Act and that Long & Foster and Wells Fargo were

liable       for    Prosperity     Mortgage’s      violations      as     aiders       and

abettors and as coconspirators.                Under the complaint’s theory,

Prosperity Mortgage held itself out to the public as a mortgage

lender but actually functioned as a mortgage broker in that the

company was “established to procure, arrange or otherwise assist

Long & Foster customers in obtaining mortgage loans funded by

Wells       Fargo.”      The     complaint       alleged    that    all       the    fees

Prosperity Mortgage charged at settlement constituted “finder’s

fees,” in violation of the Finder’s Fee Act, and demanded a

refund of all the finder’s fees that Prosperity Mortgage had

collected from the Petrys and all other class members, as well

as statutory damages of three times the amount of finder’s fees

collected.




                                           9
The district court’s decisions

      The litigation continued for some five years before the

district court ultimately entered judgment as a matter of law in

favor    of    the       defendants.          Early    in     the    proceedings,            it   had

granted       the     defendants’        motion        to    dismiss          or   for       summary

judgment      to     the    extent      that     the       complaint      sought        to    impose

aiding and abetting liability on Long & Foster and Wells Fargo.

The court stated that “Maryland courts have not yet extended the

scope    of    aiding       and       abetting    liability          .    .    .   to     statutes

providing       for       civil       liability      where     the       statute         does     not

expressly impose this additional avenue of liability.”                                    Petry v.

Wells Fargo Bank, N.A., 597 F. Supp. 2d 558, 565 (D. Md. 2009).

The   court     also       granted      in    part     the    defendants’          later        filed

motion for summary judgment, concluding that Long & Foster and

Wells Fargo could not be held liable for conspiracy to violate

the Finder’s Fee Act because they were not legally capable of

committing         the     underlying        tort,     citing       Shenker        v.     Laureate

Educ.,    Inc.,       983    A.2d      408,    428-29        (Md.    2009).         The       court,

however, denied the defendants’ motions to dismiss the Petrys’

core claim that Prosperity Mortgage was a mortgage broker that

illegally      collected          a   finder’s       fee    while    also      acting        as   the

lender.

      The     court       also    certified       this      action       as   a    class      action

under Federal Rule of Civil Procedure 23, defining the class as:

                                                10
     All   persons  who   entered  into   a  mortgage  loan
     transaction secured by real estate located in Maryland
     where (1) Prosperity Mortgage (2) is identified as the
     mortgage lender in the operative documents relating to
     the transaction, (3) Prosperity Mortgage received a
     fee for services in the transaction, and (4) the loan
     was funded through a Wells Fargo line of credit.

    Shortly before the scheduled trial date, the district court

sent counsel for the parties a letter addressing the parties’

“widely    divergent    views   on   the     issue    of   what    constitutes     a

‘finder’s fee.’”        The court indicated that it was inclined to

hold that fees charged for work actually performed by Prosperity

Mortgage in providing processing, underwriting, and application

services   were   not   finder’s     fees.      The    court      noted   that   the

statute defined that term to include “compensation or commission

. . . for the broker’s services in procuring, arranging, or

otherwise assisting a borrower in obtaining a loan,” Md. Code

Ann., Com. Law § 12-801(d), and that nothing in that definition

required it to ignore what it described as the plain meaning of

the term finder’s fee -- “i.e., a fee paid to one entity for

finding another entity.”        The court emphasized that “the scheme

alleged by Plaintiffs [could] only make[] sense if Defendants

hid some padded finder’s fee that was paid to Prosperity that

would not have been paid if the loan were taken directly from

Wells Fargo” and accordingly indicated that the plaintiffs would

have to prove “that they paid some excessive or redundant fee to

Wells Fargo (in the guise of Prosperity) for finding Wells Fargo

                                      11
as lender.”      The plaintiffs admitted that they could not meet

that burden, and the court accordingly took the case off the

trial calendar and entered a final judgment on June 20, 2013, in

the defendants’ favor.          Giving the basis for its judgment, the

court stated that “fees charged for work actually performed are

not impermissible finder’s fees under the [Finder’s Fee Act]”

and that the plaintiffs had “acknowledg[ed] that they [had] no

evidence   to   present    to     a    jury   that     Prosperity    charged     any

impermissible finder’s fees under this view of the [Finder’s Fee

Act].”

       From the district court’s judgment, the Petrys filed this

appeal.       The     defendants      filed     a     conditional    cross-appeal

challenging     the    district       court’s       class    certification     order

should they lose on the merits.               The Petrys filed a motion to

dismiss the defendants’ conditional cross-appeal, as well as a

motion to certify to the Maryland Court of Appeals questions of

how to define the term finder’s fees and whether persons can

conspire to violate the Finder’s Fee Act.


                                         II

       The district court expressed frustration with the Petrys’

changing theory of why Prosperity Mortgage was liable.                    It noted

that their original theory was that Prosperity Mortgage was a

sham   lender   that    enabled       Wells   Fargo     to   pay   Long   &   Foster


                                         12
illegal kickbacks for mortgage loan referrals and that, as a

result, the Petrys had paid higher fees than they would have had

they borrowed directly from Wells Fargo.                         But after discovery,

the Petrys found that they were unable to support this theory.

Indeed, the district court noted, the evidence indicated that

the Petrys          had   paid     Prosperity      Mortgage      less    than    what     they

would have paid had Wells Fargo been the lender.                              The district

court found it significant that, in addition to “abandon[ing]

the claim that the fees paid to Prosperity were excessive,” the

Petrys       also     had       “no   claim   that       there    were        redundant    or

duplicative fees paid to Wells Fargo or any other entity in

addition to the fees paid to Prosperity.”                        In the end, the court

concluded      that       the     fees   Prosperity      Mortgage       had    charged    the

Petrys for performing processing and underwriting services were

not mortgage broker’s finder’s fees, unless the Petrys were able

to show that Prosperity Mortgage had padded its lending fees so

as to disguise a hidden finder’s fee.                       When the Petrys agreed

that they could not show that they paid an inflated amount for

the lending services, the court concluded that there were no

further fact issues left for resolution by the jury, and it

entered judgment in favor of the defendants.

       The    Petrys        now    argue   that    the    district      court     erred    in

defining finder’s fees under the Maryland Finder’s Fee Act as

only    “‘redundant          and      excessive’    fees    charged       for     work     not

                                              13
actually performed.”              They assert that the statutory definition

of a broker’s finder’s fee contains no reference to redundancy

or excessiveness, but instead includes all fees collected by a

broker.        And, they maintain, since Prosperity Mortgage acted as

a     broker    by     placing     loans    with    Wells     Fargo,   the    fees    it

collected were necessarily “finder’s fees.”                     The district court

took a different view, concluding that Prosperity Mortgage could

legally charge fees for work done as a lender, unless it padded

those fees in such a way as to leave open the possibility that

it was also charging a finder’s fee.

       While      we      agree     with    the     district     court’s      ultimate

conclusion,          we   resolve    the     question    of    whether       Prosperity

Mortgage violated the Finder’s Fee Act by focusing our analysis

on    an   antecedent      step.         Because   Prosperity    Mortgage      was   the

lender named in the loan documents, it was not a mortgage broker

under the Maryland Finder’s Fee Act, Md. Code Ann., Com. Law

§ 12-801(f), and the fees it charged were therefore not finder’s

fees, which are defined as fees “imposed by a broker . . . for

the    broker’s        services     in    procuring,    arranging,     or    otherwise

assisting a borrower in obtaining a loan or advance of money,”

id. § 12-801(d) (emphasis added).

       The Finder’s Fee Act “applies only to mortgage brokers and

the fees they charge borrowers.”                   Sweeney v. Sav. First Mortg.,

LLC, 879 A.2d 1037, 1048-49 (Md. 2005).                     Therefore, the Petrys

                                             14
would    have    to       show   that       Prosperity     Mortgage         functioned      as    a

“mortgage broker” to fall within the scope of the Act.

      While determining the definition of “mortgage broker” in

the     Finder’s          Fee    Act        involves      following         multiple        cross

references, its meaning is nonetheless clear.                           Section 12-801(f)

of that Act defines “mortgage broker” as “a person defined as a

mortgage     lender         under       §    11-501(j)(1)(i)           of     the   Financial

Institutions Article.”                 Md. Code Ann., Com. Law § 12-801(f).

That specific provision of the Financial Institutions Article,

in turn, states that a “‘[m]ortgage lender’ means any person who

. . . [i]s a mortgage broker.”                      Md. Code Ann., Fin. Inst. § 11-

501(j)(1)(i).             The same section of the Financial Institutions

Article then defines “mortgage broker” as “a person who:                                     (1)

[f]or a fee or other valuable consideration, whether received

directly or indirectly, aids or assists a borrower in obtaining

a mortgage loan; and (2) [i]s not named as a lender in the

agreement,       note,       deed      of    trust,      or    other    evidence       of    the

indebtedness.”             Id.   §   11-501(i)          (emphasis      added).      Thus,        an

entity    that       is    named     as      the    lender     in    the     operative      loan

documents       is    categorically           excluded        from   the      definition         of

“mortgage broker,” as that term is used in the Finder’s Fee Act.

      This applicable statutory language is fatal to the Petrys’

claims because the loan documents in the Petrys’ transaction

identified Prosperity Mortgage as the lender.                               These documents

                                                   15
included the promissory note, the deed of trust, and the HUD-1

Settlement Statement.           Because Prosperity Mortgage was so named

as the lender, it was not, by statutory definition, a “mortgage

broker” and therefore was incapable of violating the Finder’s

Fee Act in the manner alleged by the Petrys.

       The Petrys’ primary argument against this conclusion rests

on a challenge to the rationality of the statutory definition.

They       argue   that   the   exclusion    of   the       named   lender   from   the

definition of “mortgage broker” is “irreconcilable” with § 12-

804(e), a provision of the Finder’s Fee Act that states that

“[a]       mortgage   broker    may   not    charge     a    finder’s   fee   in    any

transaction in which the mortgage broker . . . is the lender.”

Md. Code Ann., Com. Law § 12-804(e). 1                But this provision is not

irreconcilable with the statute’s definition of mortgage broker.

To be sure, the definition of “mortgage broker” means that an

entity that is named as the lender in the loan documents cannot

be a mortgage broker and therefore cannot violate § 12-804(e) by

charging a finder’s fee while serving as both broker and lender.

This does not, however, mean that it is impossible for an entity

       1
           Section 12-804(e) provides in full:

       A mortgage broker may not charge a finder’s fee in any
       transaction in which the mortgage broker or an owner,
       part owner, partner, director, officer, or employee of
       the mortgage broker is the lender or an owner, part
       owner, partner, director, officer, or employee of the
       lender.


                                            16
to violate § 12-804(e) by charging a finder’s fee while acting

in a dual role.            Rather, such a situation could occur if a

broker were to accept a finder’s fee to help a borrower obtain a

loan       from   an   entity    that   merely      put    its    name    on    the    loan

documents while the broker secretly “table funded” the loan 2 --

essentially the reverse of what the Petrys alleged below.                                In

such a scenario, the broker would be charging a finder’s fee in

a transaction in which it was both the mortgage broker (since it

received a fee for aiding the borrower in obtaining a mortgage

loan but was not named as the lender in the loan documents, Md.

Code Ann., Fin. Inst. § 11-501(i)) and the lender, see Md. Code

Ann., Com. Law § 12-801(e); Md. Code Ann., Fin. Inst. § 11-

501(j)(1)(ii) (defining “lender” broadly as “any person who . . .

[m]akes a mortgage loan to any person”).                    In this example, § 12-

804(e)      comfortably    coexists      with      the    statute’s      definition      of

“mortgage broker.”

       At bottom, we are constrained by the plain meaning of the

Finder’s Fee Act and its definition of “mortgage broker.”                                We

simply      cannot     excise,    as    the    Petrys     would    have    us    do,    the

portion of the definition that excludes the entity named as the

lender in the transaction.              See Taylor v. NationsBank, N.A., 776

       2
       “Table funding” is a term of art that describes “a
settlement at which a loan is funded by contemporaneous advance
of loan funds and an assignment of the loan to the person
advancing the funds.” 12 C.F.R. § 1024.2.


                                              17
A.2d 645, 654 (Md. 2001) (noting that, in construing a statute,

the Maryland Court of Appeals will “neither add nor delete words

to a clear and unambiguous statute to give it a meaning not

reflected by the words the Legislature used or engage in forced

or subtle interpretation in an attempt to extend or limit the

statute’s meaning”).

      Faced with the statute’s plain language defining “mortgage

broker,” the plaintiffs argue further that the definition “is

either the result of legislative error, or a mistake by the

Michie Company, which codifies the Maryland statutes.”                              But they

have provided no basis by which to justify that assertion.                                 The

definition of mortgage broker in the Finder’s Fee Act is clear

and   can   be     reasonably      applied      to   the     transaction        before    us.

Because     Prosperity       Mortgage     was    named       as   the     lender     in    the

Petrys’ closing documents, it was not a mortgage broker as a

matter of law, and any fees that it charged were necessarily not

finder’s fees.

      Since we conclude that Prosperity Mortgage did not violate

the   Finder’s      Fee     Act,   we    need    not    resolve         the    question    of

whether     Long    &     Foster    and    Wells       Fargo      can    be     liable    for

Prosperity Mortgage’s violations under theories of aiding and

abetting and conspiracy.                See Alleco Inc. v. Harry & Jeanette

Weinberg    Found.,        Inc.,   665    A.2d    1038,      1045,      1050    (Md.     1995)

(recognizing        that    both    conspiracy         and     aiding         and   abetting

                                           18
liability require proof of an underlying wrong).           It is also not

necessary for us to address the issues raised in the defendants’

conditional cross-appeal.

       Accordingly, we affirm the judgment of the district court,

deny   the   Petrys’   motion   to   certify   questions   of   law   to   the

Maryland Court of Appeals, and deny, as moot, the Petrys’ motion

to dismiss the defendants’ cross-appeal.

                                                       IT IS SO ORDERED.




                                      19
