UNITED STATES COURT OF APPEALS 

FOR THE TENTH CIRCUIT 

_________________________________ 

KEITH ALLEN KINDLE, personal 

representative of the estate of Billie Dell 

Howard, deceased, 

 Plaintiff - Appellee, 

v. 

JANET T. TAYLOR, Trustee of the JTT 

Trust, 

 Defendant - Appellant. 

No. 20-7063 

(D.C. No. 6:18-CV-00209-KEW) 

(E.D. Okla.) 

_________________________________ 

ORDER AND JUDGMENT*

_________________________________ 

Before HOLMES, MATHESON, and McHUGH, Circuit Judges. 

_________________________________ 

This case is a dispute over roughly fifty-two acres of land in Adair County, 

Oklahoma. Richard M. Taylor, now deceased, once owned the land, and he granted 

two deeds to it: one to his daughter, Janet Taylor; the other to his friend, 

Billie Howard, also now deceased. Ms. Howard’s estate brought this action against 

* After examining the briefs and appellate record, this panel has determined 

unanimously that oral argument would not materially assist in the determination of 

this appeal. See Fed. R. App. P. 34(a)(2); 10th Cir. R. 34.1(G). The case is therefore 

ordered submitted without oral argument. This order and judgment is not binding 

precedent, except under the doctrines of law of the case, res judicata, and collateral 

estoppel. It may be cited, however, for its persuasive value consistent with 

Fed. R. App. P. 32.1 and 10th Cir. R. 32.1. 

FILED 

United States Court of Appeals 

Tenth Circuit 

July 8, 2021

Christopher M. Wolpert 

Clerk of Court
2 

Ms. Taylor to quiet title to the land. The district court granted summary judgment to 

the estate. We affirm. 

I. Background 

The parties do not dispute the following facts about their competing deeds to 

the land. 

 Ms. Taylor’s deed was executed December 7, 2001, and recorded July 17, 

2003. It identifies as consideration the “love, regard and affection of my 

daughter and the sum of” ten dollars. Aplt. App. at 79. 

 Ms. Howard’s deed was executed April 24, 2002, and recorded April 29, 2002. 

It identifies as consideration the sum of ten dollars “and other valuable 

considerations.” Id. at 78. 

In short, Ms. Taylor’s deed was executed first, but Ms. Howard’s deed was recorded 

first. 

Ms. Howard’s estate sued to quiet title to the land in state court. Ms. Taylor 

removed the case to federal district court, invoking the court’s diversity jurisdiction. 

Oklahoma law governs this case. Under Oklahoma law, “no deed . . . shall be 

valid as against third persons unless acknowledged and recorded.” Okla. Stat. tit. 16, 

§ 15. A third person, for purposes of this statute, means an innocent purchaser for 

value. Whitehead v. Garrett, 185 P.2d 686, 688 (Okla. 1947). An innocent purchaser 

for value, in turn, means one who has (1) purchased in good faith, (2) for valuable 

consideration, and (3) without notice. Exch. Bank of Perry v. Nichols, 164 P.2d 867, 

876 (Okla. 1945). 
3 

In the district court, Ms. Taylor did not dispute that Ms. Howard’s estate 

would prevail if Ms. Howard was an innocent purchaser for value. The parties 

disagreed, though, about the burden of proof governing whether Ms. Howard held 

that status. For its part, the estate argued that Oklahoma law creates presumptions 

about certain facts bearing on whether Ms. Howard was an innocent purchaser for 

value—for example, that she paid valuable consideration. The estate further argued 

that Ms. Taylor bore the burden to rebut these presumptions by clear and convincing 

evidence. Ms. Taylor, by contrast, argued that the estate bore the burden to prove 

that Ms. Howard was an innocent purchaser for value without help from any 

presumptions. 

Ms. Taylor moved for summary judgment, arguing in part that Ms. Howard 

was not an innocent purchaser for value because she did not pay valuable 

consideration for her deed. Ms. Howard’s estate responded, and the district court 

construed the response to include a request for summary judgment in its favor. The 

district court concluded that Okla. Stat. tit. 16, § 531

 creates a presumption that 

Ms. Howard paid valuable consideration, that Ms. Taylor “offered no clear or 

convincing evidence that rebuts the presumption,” Aplt. App. at 256, and that 

Ms. Howard was an innocent purchaser for value. The court granted summary 

judgment to the estate. 

1

 Under § 53, a “recorded signed document relating to title to real estate 

creates a rebuttable presumption with respect to the title that,” among other things, 

“[a]ny necessary consideration was given.” § 53(A)(4). 
4 

II. Discussion 

Ms. Taylor argues the district court erred by presuming under § 53 that 

Ms. Howard paid valuable consideration to determine that she was an innocent 

purchaser for value.2

 Because Ms. Taylor appeals only whether Ms. Howard paid 

valuable consideration, however, we can affirm without even considering § 53, for 

the Supreme Court of Oklahoma has presumed that deeds are supported by valuable 

consideration under a different statute, Okla. Stat. tit. 15, § 114. And because § 114 

supports the district court’s decision to presume Ms. Howard paid valuable 

consideration, we need not predict whether the Supreme Court of Oklahoma would 

conclude that § 53 also supports that decision. 

A. Standard of Review 

We review de novo a district court’s decision to grant summary judgment, 

applying the same standard governing the district court’s analysis. Rivero v. Bd. of 

Regents of Univ. of N.M., 950 F.3d 754, 758 (10th Cir. 2020). Summary judgment is 

proper if “there is no genuine dispute as to any material fact and the movant is 

entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). 

B. Oklahoma Law Presumes Ms. Howard Paid Valuable Consideration 

In diversity cases, federal courts apply state law with the goal “of obtaining 

the result that would be reached in state court.” Butt v. Bank of Am., N.A., 477 F.3d 

2

 Ms. Taylor does not appeal the district court’s conclusions that Ms. Howard 

acted in good faith and without notice of Ms. Taylor’s unrecorded deed. 

 
5 

1171, 1179 (10th Cir. 2007). To ascertain and apply Oklahoma law, we look to the 

most recent decisions from the state’s highest court. Coll v. First Am. Title Ins. Co., 

642 F.3d 876, 886 (10th Cir. 2011). 

Section 114 provides, in its entirety, “A written instrument is presumptive 

evidence of a consideration.” The Supreme Court of Oklahoma applied § 114 to a 

deed in Woodruff v. Woodruff, 418 P.2d 642 (Okla. 1966). The plaintiffs in Woodruff

sought to quiet title to property based on a deed they received as a gift. 418 P.2d 

at 644. The defendant’s deed to the disputed land had been executed before, but 

recorded after, the plaintiffs’ deed. Id. at 643–44. The plaintiffs sought “to establish 

the superiority of their title” because they had filed their deed first. Id. at 646. Their 

argument relied “upon the premise that there was no money consideration for 

defendant’s deeds.” Id. The court rejected the argument, in part because “a validly 

executed deed is presumed to be supported by valuable consideration.” Id. (internal 

quotation marks omitted). This presumption, created by § 114, “can be rebutted only 

by clear and positive evidence to the contrary,” Woodruff, 418 P.2d at 646 (internal 

quotation marks omitted); see also Okla. Stat. tit. 15, § 115 (“The burden of showing 

a want of consideration sufficient to support an instrument lies with the party seeking 

to invalidate or avoid it.”). 

Woodruff controls the issue before us—whether Oklahoma law presumes 

Ms. Howard paid valuable consideration. Ms. Taylor, like the plaintiffs in Woodruff, 

argues that she holds superior title to the disputed land. She recognizes that her 

argument must fail if Ms. Howard was an innocent purchaser for value, a status that, 
6 

at this point in the case, turns on whether Ms. Howard paid valuable consideration. 

Under Woodruff, the estate enjoys a rebuttable presumption that Ms. Howard’s deed 

was “supported by valuable consideration.” 418 P.2d at 646 (internal quotation 

marks omitted). And Ms. Taylor does not claim to have overcome that presumption; 

indeed, she does not challenge the district court’s conclusion that she offered only 

“conjecture, speculation, and assumptions” to support her argument that Ms. Howard 

did not pay valuable consideration. Aplt. App. at 256. 

Woodruff also refutes any argument that § 114’s presumption applies to 

questions about legal title but not to questions about equitable title.3

 In Ms. Taylor’s 

view, a presumption of consideration would apply if she were challenging the estate’s 

deed itself; but the presumption does not apply, she says, because she instead 

challenges the estate’s rights under the deed. Yet Woodruff applied § 114 not to 

assess the validity of the defendant’s deed, but rather to assess the rights of the 

parties under their competing deeds.4

 See 418 P.2d at 646. Our analysis in this case 

does the same. 

3

 Ms. Taylor’s argument seeking to distinguish legal title from equitable title 

focuses on § 53. But she argues that § 53’s consideration presumption is based on 

§ 114, so we will assume her argument applies to both § 53 and § 114. 

 

4

 In addition to claiming superior title between competing deeds, the plaintiffs 

in Woodruff challenged the signatures on the defendant’s deeds. 418 P.2d at 645. 

But the court applied § 114 as it assessed the parties’ rights under their competing 

deeds, specifically in response to the plaintiffs’ argument that the defendant’s deeds 

“were executed as a gift and without consideration.” Id. at 646 (internal quotation 

marks omitted). 

 
7 

Ms. Taylor’s reliance on Adams Oil & Gas Co. v. Hudson, 155 P. 220 

(Okla. 1915), does not persuade us to disregard Woodruff. The Hudson court 

required the party claiming to be an innocent purchaser for value to prove that status, 

and in deciding whether the party met its burden, the court did not presume the party 

paid valuable consideration. 155 P. at 222. But we must seek guidance from the 

most recent decisions of the Supreme Court of Oklahoma. See Coll, 642 F.3d at 886. 

Hudson is more than fifty years older than Woodruff. So to the extent Hudson and 

Woodruff conflict, we will follow Woodruff. And we are unaware of a decision in 

which the Supreme Court of Oklahoma has disavowed its analysis in Woodruff, an 

analysis that, in determining the parties’ rights under competing deeds, presumed the 

holder of a deed paid valuable consideration. 

To be sure, as Ms. Taylor highlights, the Supreme Court of Oklahoma has 

required a party claiming to be an innocent purchaser for value to prove that status.5

 

5

 In a related argument, Ms. Taylor claims that the estate needed to plead 

innocent-purchaser status as an affirmative defense under Federal Rule of Civil 

Procedure 8(c). But Ms. Taylor does not explain why the estate, as the plaintiff, 

should have been required to plead affirmative defenses when Ms. Taylor’s answer 

did not raise any counterclaims. See Fernandez v. Clean House, LLC, 883 F.3d 1296, 

1299 (10th Cir. 2018) (recognizing that “it is the defendant’s burden to plead an 

affirmative defense”). Besides, we strive to “avoid hypertechnicality in pleading 

requirements and focus, instead, on enforcing the actual purpose of” Rule 8(c), which 

is to ensure that an opposing party knows of any additional issue that may come up at 

trial so that he or she can be prepared to litigate it. Creative Consumer Concepts, 

Inc. v. Kreisler, 563 F.3d 1070, 1076 (10th Cir. 2009) (internal quotation marks 

omitted). The estate’s district-court filings make clear its position that Ms. Howard 

was an innocent purchaser for value. The pleadings in this case provide no reason to 

reverse. 
8 

E.g., Choctaw Lumber Co. v. McKeever, 249 P. 712, 714 (Okla. 1926); Bruce v. 

Overton, 154 P. 340, 341 (Okla. 1916). But Ms. Taylor does not explain why, even if 

the estate had the ultimate burden to show Ms. Howard’s status as an innocent 

purchaser for value, it could not rely on a rebuttable presumption to establish an 

element of that status—that Ms. Howard paid valuable consideration. For that 

reason, we see no conflict between our analysis and cases placing the ultimate burden 

on the party claiming to be an innocent purchaser for value to prove its status. Even 

if such a conflict did exist, the result in this case would remain the same because, 

once again, we would follow the most recent decisions from the Supreme Court of 

Oklahoma. See Coll, 642 F.3d at 886. The cases Ms. Taylor cites that discuss the 

burden to prove innocent-purchaser status all predate Woodruff. And on the narrow 

issue of whether Ms. Howard paid valuable consideration, Woodruff makes clear that 

Ms. Taylor had the “burden of countermanding, by clear and positive evidence, the 

presumption of consideration that accompanied” the estate’s deed. 418 P.2d at 646. 

We recognize that our analysis differs from the district court’s: we rely on 

§ 114, as applied in Woodruff, while the district court relied on § 53. But we have 

discretion to affirm on any ground that the record sufficiently supports. Elkins v. 

Comfort, 392 F.3d 1159, 1162 (10th Cir. 2004). Several factors inform whether we 

should exercise that discretion: whether the parties briefed and argued the alternative 

ground here and in the district court, whether the parties had a fair opportunity to 

develop the factual record, and whether our decision would depend only on a legal 

question. Id. Our analysis in this case turns on a legal issue: whether Oklahoma law 
9 

presumes Ms. Howard paid valuable consideration. That issue is resolved by 

Woodruff, a case cited by the district court in its opinion and cited by both parties in 

the district court and on appeal. These circumstances support our decision to rely on 

Woodruff’s application of § 114. 

III. Conclusion 

We affirm the district court’s judgment. 

Entered for the Court 

Carolyn B. McHugh 

Circuit Judge