NOTICE: NOT FOR OFFICIAL PUBLICATION.

UNDER ARIZONA RULE OF THE SUPREME COURT 111(c), THIS DECISION IS NOT PRECEDENTIAL

AND MAY BE CITED ONLY AS AUTHORIZED BY RULE. 

IN THE

ARIZONA COURT OF APPEALS

DIVISION ONE

In the Matter of the Estate of: 

VIRGINIA G. MYRMAN, Decedent.

LADIEN A. STEELMAN, as Trustee of THE MYRMAN LIVING TRUST 

DATED MAY 16, 1994; LADIEN A. STEELMAN, as Personal 

Representative of THE ESTATE OF EARL D. MYRMAN; and LADIEN A. 

STEELMAN, as Personal Representative of THE ESTATE OF VIRGINIA 

G. MYRMAN, Plaintiff/Appellant,

v.

U.S. BANK NATIONAL ASSOCIATION; and FIRST AMERICAN TITLE 

INSURANCE COMPANY, Defendants/Appellees.

No. 1 CA-CV 15-0208

FILED 6-14-2016

Appeal from the Superior Court in Maricopa County

No. PB2013-091530

The Honorable Terri L. Clarke, Judge Pro Tempore

AFFIRMED IN PART, VACATED IN PART

COUNSEL

James E. Bache PC, Mesa

By James E. Bache

Counsel for Plaintiff/Appellant
2

Dickinson Wright, PLLC, Phoenix

By Michael J. Plati

Counsel for Defendant/Appellee U.S. Bank National Association

Lake & Cobb PLC, Tempe

By Richard L. Cobb, Joseph J. Glenn

Counsel for Defendant/Appellee First American Title Insurance Company

MEMORANDUM DECISION

Judge Andrew W. Gould delivered the decision of the Court, in which 

Presiding Judge Diane M. Johnsen and Judge Randall M. Howe joined.

G O U L D, Judge:

¶1 Appellant LaDien Steelman, as trustee of the Myrman Living 

Trust Dated May 16, 1994 (the “Trust”) and as personal representative of 

the estates of her parents, Earl D. Myrman and Virginia D. Myrman, 

appeals the trial court’s grant of summary judgment in favor of US Bank 

National Association (“US Bank”) and First American Title Insurance 

Company (“First American”). For the reasons set forth below, we affirm 

the trial court’s judgment except for those portions quieting title in favor of 

US Bank and awarding US Bank attorney’s fees under Arizona Revised 

Statutes (“A.R.S”) section 12-1103(B) (2016). 

FACTUAL AND PROCEDURAL BACKGROUND

¶2 In 2006, the Myrmans applied for a loan from Downey 

Savings & Loan, F.A. (“Downey”). The loan was to be secured by a lien 

against their home. The home, however, was held by the Myrmans as 

trustees of the Trust. Thus, to use the home as security for the loan, the 

Myrmans, in their capacity as trustees, executed a Quitclaim Deed 

transferring the property from the Trust to themselves individually as joint

tenants. The Myrmans also signed a Deed of Trust, in their individual 

capacities, to secure the loan. 

¶3 The loan was finalized and the funds were disbursed to the 

Myrmans. After the closing, the escrow agent recorded the Deed of Trust 

but did not record the Quitclaim Deed. 
STEELMAN v. US BANK

Decision of the Court

3

¶4 The Myrmans stayed current on the loan until July 2011, 

shortly before Virginia passed away.

1 By that time, US Bank had acquired 

Downey’s interest in the loan. In 2012, US Bank discovered the Quitclaim 

Deed had not been recorded. US Bank made a claim with its title insurer,

First American, and instructed First American to resolve the issue. First 

American found a facsimile copy of the Quitclaim Deed and recorded it.

¶5 Following the death of her parents, Steelman became trustee 

of the Trust and was appointed as personal representative for their estates. 

In 2013, Steelman, in her capacity as personal representative, sued herself 

as trustee of the Trust, seeking to have the Quitclaim Deed declared void. 

Neither US Bank nor First American was a party to that lawsuit. The 

lawsuit concluded with the entry of a judgment stating that the Quitclaim 

Deed was void because it did not contain trust-related disclosures as 

required by A.R.S. § 33-404(B) (2014). 

¶6 In August 2013, US Bank started foreclosure proceedings on 

the Myrmans’ home by recording a Notice of Trustee’s Sale. Shortly 

thereafter, Steelman sued US Bank and First American on behalf of the 

Trust and the Myrmans’ estates, alleging the Quitclaim Deed had been

“fraudulently recorded [in 2012] and contained false statements and [was]

therefore void and of no effect.” US Bank later counterclaimed to quiet title 

in its favor. On Steelman’s motion, the trial court issued a preliminary 

injunction staying the trustee’s sale. 

¶7 Steelman, US Bank, and First American each moved for 

summary judgment. The trial court granted US Bank’s and First 

American’s motions, finding the Quitclaim Deed was valid despite 

Steelman’s objections. The trial court also found the stipulated judgment 

between the Trust and the Myrmans’ estates did not bind US Bank. The 

trial court lifted the injunction, quieted title to the property in favor of US 

Bank, awarded attorney’s fees to US Bank under A.R.S. § 12-1103(B), and 

awarded attorney’s fees to First American under A.R.S. § 12-341.01(A). 

¶8 Steelman timely appealed, and the parties agreed to reinstate

the injunction pending the outcome of this appeal.2 

 

1 Earl passed away in 2008. 

2 Because the parties stipulated to extend the injunction through this 

appeal, Steelman’s contention that the trial court abused its discretion by 

lifting the injunction is moot. We therefore do not address this issue. 
STEELMAN v. US BANK

Decision of the Court

4

DISCUSSION

¶9 We review a grant of summary judgment de novo to determine 

whether any genuine issue of material fact exists; we view the evidence and 

all reasonable inferences in the non-moving parties’ favor. Russell Piccoli 

P.L.C. v. O’Donnell, 237 Ariz. 43, 46-47, ¶ 10 (App. 2015). Summary 

judgment should be granted only “if the facts produced in support of [a] 

claim . . . have so little probative value, given the quantum of evidence 

required, that reasonable people could not agree with the conclusion 

advanced by the proponent of the claim . . . . “ Orme School v. Reeves, 166 

Ariz. 301, 309 (1990). 

I. The Quitclaim Deed Was Valid.

¶10 Steelman argues US Bank had no authority to notice a 

trustee’s sale. Steelman contends the Myrmans’ Quitclaim Deed is void as 

to US Bank because it was not recorded and, as a result, title to the 

Myrmans’ home was never transferred from the Trust. See A.R.S. § 33-

412(A) (2014) (providing that conveyances of land “shall be void as to 

creditors and subsequent purchasers for valuable consideration without 

notice, unless they are acknowledged and recorded in the office of the 

county recorder”). Thus, according to Steelman, when the Myrmans signed

the Deed of Trust in their individual capacities it had no effect; the Deed of 

Trust never attached to the property, thereby making US Bank an 

unsecured creditor. 

¶11 We begin our analysis by emphasizing that US Bank’s right to 

foreclose is not based on the Quitclaim Deed, but on the Deed of Trust. 

Steinberger v. McVey, 234 Ariz. 125, 135, ¶ 26 (App. 2014). Here, the 

Quitclaim Deed is relevant only insofar as it affected the transfer of the 

property from the Trust to the Myrmans individually. 

¶12 The Quitclaim Deed was valid. Pursuant to A.R.S. § 33-412

(B), “[u]nrecorded instruments, as between the parties and their heirs . . . shall 

be valid and binding.” A.R.S. § 33-412(B) (emphasis added). Therefore, the 

Quitclaim Deed did not have to be recorded to effect a valid and binding 

transfer between the parties to the Deed; namely, the Trust and the 

Myrmans. And because the Quitclaim Deed was valid, when the Myrmans 

signed the Deed of Trust in their individual capacities, the Deed of Trust 

attached to the property. 

¶13 We also reject Steelman’s argument that A.R.S. § 33-412(A)

invalidates the Quitclaim Deed. Steelman argues subsection A applies to 

US Bank because it is a subsequent purchaser that paid valuable 
STEELMAN v. US BANK

Decision of the Court

5

consideration for the Deed of Trust and was without knowledge of the prior 

unrecorded Quitclaim Deed. However, even if we assume (as Steelman 

argues) that US Bank did not know about the Quitclaim Deed until 2012, 

Steelman’s argument is contrary to § 33-412(A)’s clear purpose, which is to 

protect subsequent purchasers’ interests, not void them. See Hall v. World 

Sav. & Loan Ass'n, 189 Ariz. 495, 503 (App. 1997). 

¶14 Steelman contends, however, that Rowe v. Schultz, 131 Ariz. 

536 (App. 1982), supports application of § 33-412(A) to this case. In Rowe, 

the plaintiff obtained a quitclaim deed to certain property but did not 

record it for five weeks. Id. at 537. In the interim, the defendant obtained a 

money judgment against the original landowner and recorded an abstract 

of judgment against the property. Id. We held that the defendant’s 

recorded abstract created a valid lien against the plaintiff’s land, finding 

that “the judgment lien takes precedence over a prior unrecorded deed . . . 

unless the judgment creditor has notice thereof.” Id. at 539 (quoting 

McDonald v. Powell Lumber Co., 243 S.W.2d 192, 195 (Tex. App. 1951)).

¶15 Rowe is distinguishable from this case. Rowe resolved a 

priority dispute between a judgment lien and an unrecorded deed adverse

to the judgment creditor’s interest. Here, there is no priority dispute, and 

the Quitclaim Deed was not adverse to US Bank’s position.

¶16 Finally, we also reject Steelman’s contention that the 

stipulated judgment she obtained in her lawsuit involving the Trust and the 

Myrmans’ estates bars US Bank from litigating the validity of the Quitclaim 

Deed. US Bank was not a party to the lawsuit, nor were its interests litigated 

in that lawsuit; therefore, that judgment does not bind it. Thomas v. Grant, 

222 Ariz. 197, 201, ¶ 12 (App. 2009); see also Mosley v. Trans Rent-A-Car, Inc., 

133 Ariz. 274, 276 (App. 1982) (stating that non-parties typically are not 

bound by the rules of res judicata). 

¶17 Additionally, the stipulated judgment was based on the 

premise the Quitclaim Deed was void because it violated the statute. See 

A.R.S. § 33-404(B) (requiring disclosure of “the names and addresses of the 

beneficiaries . . . and . . . the trust or other agreement under which the 

grantor is acting” in any deed or conveyance involving a grantor holding 

title as a trustee). However, it is undisputed the Myrmans acquired the 

property from the Trust “for value”; the Quitclaim Deed expressly states 

the Myrmans paid “consideration of Ten Dollars” to transfer title. As a 

result, pursuant to A.R.S. § 33-404(F), any failure to make the disclosures 

A.R.S. § 33-404(B) required did not void the Quitclaim Deed. See A.R.S. § 

33-404(F) (“If real property or any interest in real property, or any 
STEELMAN v. US BANK

Decision of the Court

6

mortgage, deed of trust or other lien on real property, is acquired for value, 

the title, interest, mortgage, deed of trust or other lien is not impaired or in 

any way adversely affected by reason of the failure of any person to comply 

with the requirements of this section.”). 

II. The Quitclaim Deed Was Delivered.

¶18 Steelman next contends the Quitclaim Deed was never 

“delivered” under A.R.S. § 33-401(A) because it was not recorded; as a 

result, title to the property was never transferred from the Trust. See 

Roosevelt Sav. Bank of City of New York v. State Farm Fire & Cas. Co., 27 Ariz. 

App. 522, 524 (1976) (“Under Arizona law, a deed to real property does not 

vest legal title in the grantee until it is delivered and accepted.”). 

¶19 No specific procedure or action is required to complete

delivery of legal title. Pass v. Stephens, 22 Ariz. 461, 468 (1921). Delivery 

may consist of any action or conduct that “clearly manifests the intention of 

the grantor and the person to whom it is delivered that the deed shall 

presently become operative . . . and that the grantor loses all control over it, 

and that by it the grantee is to become possessed of the estate.” Id. (quoting 

Baker v. Hall, 73 N.E. 351, 353 (Ill. 1905)). Whether delivery has occurred is 

dependent on the facts and circumstances of each case. Robinson v. Herring, 

75 Ariz. 166, 169 (1953).

¶20 It is undisputed the Myrmans, individually and as trustees of 

the Trust, executed the Quitclaim Deed and gave it to the escrow agent for 

recording. It also is undisputed that after the Myrmans signed the 

Quitclaim Deed and the Deed of Trust, Downey disbursed the loan funds 

to the Myrmans, who in turn accepted the funds and made payments on 

the loan for approximately five years. Thus, based on the parties’ conduct, 

the Quitclaim Deed clearly was delivered and became effective after the 

Myrmans signed it. 

¶21 Steelman also argues the escrow agent could not have 

delivered the Quitclaim Deed until the escrow agent “could comply with 

the instructions of the new Lender, including, but not limited to, the 

obtaining of a Policy of Title Insurance . . . covering that certain real

property . . . reflecting Title Vested as Follows: Virginia Myrman and Earl 

D. Myrman, wife and husband as joint tenants.” However, escrow did 

close, regardless of any alleged breach by the escrow agent, and the parties,
STEELMAN v. US BANK

Decision of the Court

7

by their conduct, acknowledged delivery. Accordingly, the trial court did 

not err in finding delivery took place under A.R.S. § 33-401(A) and Pass.

3 

III. Neither US Bank nor First American Violated A.R.S. § 33-420(A).

¶22 Steelman contends US Bank is liable for damages under 

A.R.S. § 33–420(A) for instructing First American to record a “sham” copy 

of the Quitclaim Deed, and First American is liable under the same statute 

for recording an “altered” facsimile copy of the Quitclaim Deed. Steelman 

also argues US Bank is liable under A.R.S. § 33–420(A) for recording the 

Notice of Trustee’s Sale, because it knew the Quitclaim Deed had never 

been properly recorded and, as a result, the Deed of Trust never attached 

to the property. 

¶23 A.R.S. § 33–420(A) imposes liability on one who records a 

document asserting an interest in real property while “knowing or having 

reason to know that the document is forged, groundless, contains a material 

misstatement or false claim or is otherwise invalid.” Id.; SWC Baseline & 

Crismon Inv'rs, L.L.C. v. Augusta Ranch Ltd. P'ship, 228 Ariz. 271, 279-80, ¶ 

23 (App. 2011). 

¶24 The trial court properly denied Steelman’s claim. Steelman 

did not show the Quitclaim Deed was forged, groundless, or otherwise 

invalid. As discussed above, the Quitclaim Deed does not contain any 

material misstatements; the parties intended to have the Trust convey title 

to the Myrmans so that Downey would fund the loan, and that is exactly 

what the Quitclaim Deed accomplished. See SWC, 228 Ariz. at 281, ¶ 30. In 

addition, A.R.S. § 33–420(A) does not apply to First American or US Bank: 

First American did not assert any interest in the property by recording the 

copy of the Quitclaim Deed, nor did US Bank by instructing First American

to do so. Id.; cf. Stauffer v. U.S. Bank Nat’l Ass’n, 233 Ariz. 22, 26, ¶ 12 (App. 

2013) (stating that because substitute trustee held legal title for beneficiary, 

substitute trustee’s recording of notice of trustee’s sale fell within the ambit 

of A.R.S. § 33-420 (A)). 

 

3 Steelman also argues that the Quitclaim Deed, having not been 

“delivered” in 2006, became “void ab initio” and “no longer subject to being 

legally delivered or accepted” in 2012. Based on our analysis above, we

need not reach this argument or Steelman’s related contention that US 

Bank’s claim was unsecured and time-barred under either A.R.S. § 14-

3803(A) or (C). 
STEELMAN v. US BANK

Decision of the Court

8

¶25 Steelman also contends the 2012 recording was improper

because First American only recorded “an image of the [Quitclaim Deed] in 

a facsimile.” However, a copy of an instrument can be recorded if it is 

“sufficiently legible for the recorder to make certified copies from the 

photographic or micrographic record.” A.R.S. § 11-480(A)(2) (2012). 

¶26 Steelman contends, however, that First American inserted 

material misstatements into the Quitclaim Deed by eliminating the 

identifying header and footer and adding exemption language under A.R.S. 

§ 11-1134(B)(3). A misstatement is only material for purposes of the statute

“if a reasonable person would attach importance to its existence or 

nonexistence in determining [his or her] choice of action in the transaction 

in question.” Caruthers v. Underhill, 230 Ariz. 513, 521, ¶ 28 (App. 2012)

(internal quotation marks omitted).

¶27 Here, nothing shows that the recorded Quitclaim Deed 

contained any false or material misstatements. The omitted facsimile 

header and footer did not change or alter the document in any material 

way. Likewise, the added statutory exemption language did not contain 

any misstatement, material or otherwise; First American simply added it to 

avoid paying the statutory recording fee. See A.R.S. § 11-1134(B)(3)

(exempting transfer between family members for nominal consideration 

from recording filing fee). 

IV. First American Did Not Owe Fiduciary Duties to the Trust or the 

Myrmans’ Estates. 

¶28 Steelman next contends First American “breached its 

fiduciary duty to deal fairly with the Myrmans” by recording the facsimile 

copy of the Quitclaim Deed. Whether a fiduciary duty exists is a question 

of law we review de novo. Gerow v. Covill, 192 Ariz. 9, 17, ¶ 37 (App. 1998).

¶29 Steelman argues First American owed the Trust and the 

Myrmans’ estates a fiduciary duty via a Memorandum of Understanding

(“MOU”) it entered into with the Maricopa County Recorder’s Office

regarding electronic filing. Steelman cites one sentence from the MOU 

stating that “[a]ll parties of the Electronic Recording transaction desire to 

operate and maintain a secure recording system that safeguards parties to 

recordation from deceit, fraud and forgery,” and contends that the Trust 

and the Myrmans’ estates, as “parties to recordation,” may sue First 

American for violating the MOU’s terms. 

¶30 Assuming without deciding that the unsigned copy of the 

MOU was a contract between First American and the Recorder’s Office, we 
STEELMAN v. US BANK

Decision of the Court

9

reject Steelman’s contention that the Trust and the Myrmans’ estates were 

“members of that class . . . to be protected by the duties created by the 

MOU.” A party is not a third party beneficiary of a contract unless the 

contract itself evidences a clear intent to benefit that party. Sherman v. First 

Am. Title Ins. Co., 201 Ariz. 564, 567, ¶ 6 (App. 2002). The language Steelman 

cites does not confer any direct benefit on the Trust or the Myrmans’ estates. 

At most, taking all inferences in Steelman’s favor, the MOU does not 

support a private cause of action, but merely confers an incidental benefit 

on Steelman by reducing “deceit, fraud and forgery.” See Tanner Cos. v. Ins. 

Mktg. Servs., Inc., 154 Ariz. 442, 444 (App. 1987) (stating a party may not 

recover as a third party beneficiary “if it is merely an incidental beneficiary 

. . . rather than one for whose express benefit the [contract] was executed”). 

¶31 Steelman next contends First American owed a fiduciary duty 

under Maxfield v. Martin, 217 Ariz. 312 (App. 2007). Under Maxfield, an 

escrow agent owes the principals to an escrow two specific fiduciary duties: 

to comply strictly with the escrow agreement’s terms, and to disclose facts 

that a reasonable escrow agent would perceive as evidence of fraud. Id. at 

314, ¶ 12. However, these duties do not apply to First American because it 

was not the escrow agent for the original transaction. Steelman cites no 

authority holding that either duty stated in Maxfield extends to a title 

insurer under circumstances such as these.

V. Granting Leave to Amend to Assert MOU-Specific Claims Would 

Have Been Futile.

¶32 Steelman also argues the trial court should have granted her

leave to amend the complaint to assert claims against First American under 

the MOU. Leave to amend should be liberally granted, MacCollum v. 

Perkinson, 185 Ariz. 179, 185 (App. 1996), but is properly denied in cases of 

undue delay, bad faith, dilatory motive, repeated failure to cure deficiencies 

by previous amendments, or undue prejudice to the opposing party. 

Carranza v. Madrigal, 237 Ariz. 512, 515, ¶ 13 (2015). 

¶33 We review the decision to deny leave to amend for an abuse 

of discretion. Id. There was no abuse of discretion here because amending 

the complaint to assert MOU-specific claims would have been futile. As 

explained above, neither the Trust nor the Myrmans’ estates can sue First 

American for its alleged breaches of the MOU. 

¶34 Steelman also argues the trial court did not directly address 

her request for leave to amend. This is true; however, the trial court 

expressly ruled that any alleged violations of the MOU should “be 
STEELMAN v. US BANK

Decision of the Court

10

addressed between those two parties,” referring to First American and the 

Recorder’s Office. We may affirm a trial court’s ruling if it is correct for any 

reason, and do so here. Tumacacori Mission Land Dev., Ltd. v. Union Pac. R. 

Co., 231 Ariz. 517, 519, ¶ 4 (App. 2013). 

VI. US Bank Was Not Entitled to Recover Attorney’s Fees under A.R.S. 

§ 12-1103(B).

¶35 Steelman next challenges the trial court’s attorney’s fees

award to US Bank under A.R.S. § 12-1103(B). Steelman argues US Bank 

could not recover fees because it held no interest in the title to the Myrmans’ 

home. See A.R.S. § 12-1101(A). We agree.

¶36 A plaintiff pursuing a quiet title action must allege he holds 

title to the property. Steinberger, 234 Ariz. at 140, ¶ 65. US Bank did not 

allege or establish that it held any interest in the title to the Myrmans’ home; 

it only alleged that it held “a valid deed of trust lien interest.” Further, DSL 

Service Company, which is not a party to this lawsuit, held title under the 

Deed of Trust, not US Bank. See Berryhill v. Moore, 180 Ariz. 77, 88 (App. 

1994) (“[T]he mortgagee has no title.”). 

¶37 US Bank argues that we can affirm the fee award under A.R.S. 

§ 12-341.01(A), but it did not ask for fees under § 12-341.01(A) in the trial 

court. As a result, US Bank may not make a request pursuant to A.R.S. § 

12-341.01(A) for the first time on appeal. Barkhurst v. Kingsmen of Route 66, 

Inc., 234 Ariz. 470, 476, ¶ 22 (App. 2014). We therefore vacate that portion 

of the judgment quieting title in US Bank’s favor as well as the fee award to 

US Bank.

VII. Attorney’s Fees on Appeal.

¶38 US Bank requests its attorney’s fees incurred on appeal under 

A.R.S. §§ 12-1103 and 12-341.01(A). We have already determined that US 

Bank cannot recover attorney’s fees under § 12-1103. However, we 

conclude that US Bank, as the prevailing party in this appeal, is entitled to 

an award of attorney’s fees on appeal under § 12-341.01(A). 

¶39 A prevailing party may recover attorney’s fees under § 12-

341.01(A) if a contract is the cause or origin of the dispute. Keystone Floor & 

More, LLC v. Ariz. Registrar of Contractors, 223 Ariz. 27, 30, ¶ 10 (App. 2009). 

At oral argument, counsel for Steelman conceded that US Bank’s effort to 

foreclose on the subject property arises from contract. We agree. The 

Notice of Trustee’s Sale is based on Steelman’s breach of the Note, and is 

therefore based on a contract dispute.
STEELMAN v. US BANK

Decision of the Court

11

CONCLUSION

¶40 For the reasons set forth above, we vacate that portion of the 

judgment quieting title to the home in US Bank’s favor and awarding 

attorney’s fees to US Bank under A.R.S. § 12-1103. We affirm the remainder 

of the judgment. We will award US Bank its reasonable attorney’s fees 

incurred on appeal, and both US Bank and First American their costs 

incurred on appeal, contingent upon their compliance with Arizona Rule of 

Civil Appellate Procedure 21. Additionally, it is ordered lifting the stay 

previously entered by this Court on June 2, 2015.