Willful Blindness, Lis Pendens, and Lender Liability: The Fourth Circuit Clarifies Aiding‑and‑Abetting Fraud in Alia Al‑Sabah v. World Business Lenders, LLC

Willful Blindness, Lis Pendens, and Lender Liability: The Fourth Circuit Clarifies Aiding‑and‑Abetting Fraud in Alia Al‑Sabah v. World Business Lenders, LLC

I. Introduction

The Fourth Circuit’s published decision in Alia Salem Al‑Sabah v. World Business Lenders, LLC, Nos. 24‑1345 & 24‑1382 (4th Cir. Nov. 26, 2025), is a significant contribution to the law of civil aiding‑and‑abetting liability and, more specifically, to the application of the “willful blindness” standard in the commercial lending context under Maryland law.

The case sits at the intersection of three complex areas:

  • Maryland’s tort of aiding and abetting (with underlying fraud as the predicate tort);
  • The doctrine and mechanics of lis pendens and constructive trusts as tools for fraud victims; and
  • The duties and risk exposure of non‑traditional “high‑risk” commercial lenders who rely on title insurance, accountants, and attorneys in underwriting secured loans.

The plaintiff, Alia Al‑Sabah, a member of the Kuwaiti royal family, was defrauded of nearly $7.8 million by a Baltimore restaurateur, Jean Agbodjogbe. He used her money to buy, among other things, a New York condo and a Maryland residence in Pikesville. When a traditional fraud suit against him did not secure her the real estate back, she turned her attention to World Business Lenders, LLC (“WBL”), an alternative lender that had made short‑term, high‑cost loans to entities he controlled, secured by those properties.

Al‑Sabah’s core theory was that WBL served as the financial “getaway driver,” knowingly or willfully blindly assisting the fraud by putting liens on the fraudulently acquired properties and thereby converting ill‑gotten equity into liquid cash, frustrating her ability to execute on any judgment against Agbodjogbe.

After a bench trial, the district court agreed with that theory in part, holding WBL liable for aiding and abetting fraud in connection with one loan (Loan Three, secured by the Pikesville home) and awarding compensatory and punitive damages. On appeal, the Fourth Circuit affirmed the judgment in WBL’s favor as to two other loans (Loans One and Two), but reversed as to Loan Three and ordered entry of final judgment for WBL on all claims.

In doing so, the court drew a sharp and carefully reasoned line between:

  • Underwriting that may be careless, high‑risk, or even negligent; and
  • The kind of deliberate avoidance of obvious facts that constitutes “willful blindness” and satisfies the knowledge element of aiding‑and‑abetting fraud.

The opinion also clarifies the operation and limits of lis pendens under Maryland law and underscores that a lender’s reliance on independent professional opinions (title insurers, CPAs, attorneys) can be powerful evidence against any claim of willful blindness.

II. Factual and Procedural Background

A. The Underlying Fraud (Al‑Sabah I)

Between 2014 and 2016, Al‑Sabah met and came to trust Jean Agbodjogbe, who owned a small Baltimore restaurant, Nailah’s Kitchen. He convinced her to invest in a new restaurant venture, N&A Kitchen, LLC, and then in a series of real‑estate investments in Baltimore and New York. She believed:

  • She would own 50% of N&A Kitchen;
  • She would be the sole owner of 9 Jewels, LLC, the entity through which real estate would be acquired; and
  • Her funds would be used to acquire and improve properties for her benefit.

In reality, Agbodjogbe secretly structured 9 Jewels so that he alone owned and controlled it, and he diverted most of her funds to his own purposes. Among other acquisitions with her money:

  • He bought a New York City condo (“NYC condo”), titled in 9 Jewels, where her daughter resided for a time; and
  • He purchased a personal residence for himself and his family in Pikesville, Maryland (“Pikesville home”) for $469,990 in January 2015.

By mid‑2016, roughly $7.8 million had been transferred by Al‑Sabah to N&A Kitchen and 9 Jewels, but the money was gone and she did not own the assets she thought she did. When he became unresponsive, she sued him in March 2017 in the District of Maryland (Al‑Sabah v. Agbodjogbe, No. 1:17‑cv‑730‑SAG, “Al‑Sabah I”), alleging fraud and seeking, among other remedies, a constructive trust over the NYC condo and the Pikesville home.

Three days later, she filed a Notice of Lis Pendens in the Circuit Court for Baltimore County, intending to cloud title to properties acquired with her funds so that any purchaser or lender would take subject to the outcome of her suit. However, she later discovered the Notice had been recorded against the wrong property and thus failed to provide constructive notice of her claims concerning the Pikesville home.

A jury eventually awarded her $7,895,277.50 in fraud damages against Agbodjogbe. But the district court declined to impose a constructive trust on either the NYC condo or the Pikesville home. The judgment was not appealed on that point.

B. World Business Lenders and the Four Loans

WBL is not a traditional bank. It provides short‑term, high‑cost real‑estate‑secured loans to small businesses unable to obtain conventional credit. Its underwriting model:

  • Emphasizes fast turnaround (7–14 days from application to funding);
  • Uses metrics focused on short‑term performance; and
  • Allows discretionary deviation from internal lending guidelines.

The lending process includes:

  1. Reviewing and evaluating the business applicant;
  2. Valuing the real estate collateral;
  3. Obtaining title insurance;
  4. Approval by an internal investment committee;
  5. Credit approval by the credit department;
  6. Closing package generation and execution; and
  7. Funding.

Between December 2015 and March 2017, WBL processed four loan applications involving entities controlled by Agbodjogbe:

  • Loan Zero – A $350,000 loan application in December 2015, ultimately withdrawn before funding. During underwriting, WBL:
    • Flagged very large wire deposits into N&A Kitchen’s account as “high fraud risk” and “character concerns”; and
    • Was told these were “gifts” from a wealthy Kuwaiti business partner.
    WBL obtained:
    • IRS Form 3520 gift tax returns prepared by CPA David Leichter showing more than $1 million in reported gifts from Al‑Sabah; and
    • Direct confirmation from Leichter that the transfers were “legitimate” and “legal” gifts and that Agbodjogbe’s story “all checks out.”
  • Loan One – A $600,000 loan in May 2016 to fund N&A Kitchen renovations and a new location, secured by the NYC condo.
    • WBL again asked about the large wires and received the same gifts explanation;
    • It relied on the already‑reviewed gift tax filings and CPA confirmation; and
    • It obtained a short‑form accountant letter from Leichter stating that:
      • Agbodjogbe had consulted an outside professional (Leichter); and
      • He owned 9 Jewels and N&A Kitchen.
    WBL deviated from some internal guidelines but considered the mitigations sufficient and funded the loan, secured by a mortgage on the NYC condo.
  • Loan Two – A $1.2 million refinance of Loan One in August 2016, still secured by the NYC condo.
    • WBL again collected updated financials and projections and this time obtained a long‑form attorney opinion letter; and
    • The same credit analyst again inquired about the large incoming wires.
    Although WBL noted inconsistencies between projections and performance, it viewed such inconsistencies as typical for its borrower population and proceeded. Loan Two was later refinanced with a third‑party lender and paid off.
  • Loan Three – A $360,000 loan in March 2017, secured by the Pikesville home, ostensibly to renovate a new N&A Kitchen location.
    • The initial title report showed title in Agbodjogbe’s name and listed a lis pendens entry (among several liens/judgments);
    • WBL normally would not close a loan if a lis pendens clouded title; it sought clarification;
    • WBL personnel asked Agbodjogbe about it and learned he and his attorneys were “working on” resolving it;
    • Someone at WBL ran a PACER search and identified Al‑Sabah’s fraud suit against Agbodjogbe; and
    • The investment committee approved Loan Three, subject to:
      • Title insurance;
      • Removal of prior owner judgments;
      • A “primary residence additional diligence” (PRAD) call; and
      • Receipt of a long‑form attorney opinion letter.
    At WBL’s request, the title company re‑examined title and issued an updated title commitment omitting the lis pendens notation, on the basis that it “was found not to apply to the subject property.” WBL also obtained a long‑form attorney opinion letter in which borrower’s counsel, “after due inquiry,” represented that there was no pending or threatened litigation that could adversely affect N&A Kitchen’s or Agbodjogbe’s ability to perform their obligations. WBL then funded Loan Three, waiving the PRAD call because Agbodjogbe was a repeat customer with prior positive payment history.

C. The Aiding‑and‑Abetting Suit Against WBL (This Case)

In a separate diversity action in the District of Maryland, Al‑Sabah sued WBL and others, asserting, among other things, that WBL aided and abetted Agbodjogbe’s fraud by:

  • Knowing (or remaining willfully blind to the fact) that the collateral properties were acquired with stolen funds; yet
  • Proceeding to lend against those properties, thus:
    • Encumbering them with priority liens; and
    • Converting misappropriated equity into cash for the fraudster.

After a four‑day bench trial, the district court:

  • Held that WBL was not willfully blind as to Loans One and Two and entered judgment for WBL as to those loans;
  • Held that WBL was willfully blind and provided substantial assistance with respect to Loan Three; and
  • Awarded:
    • $469,990 in compensatory damages (the full purchase price of the Pikesville home); and
    • $235,000 in punitive damages.

WBL appealed the adverse ruling on Loan Three. Al‑Sabah cross‑appealed, arguing the district court erred in failing to find willful blindness as to Loans One and Two and challenging aspects of the punitive damages award.

III. Summary of the Fourth Circuit’s Opinion

The Fourth Circuit (Judge Agee, joined by Judges Thacker and Richardson) applied a mixed standard of review: clear error for factual findings and de novo for legal conclusions. Its key holdings are:

  1. No willful blindness for Loans One and Two. The court affirmed the district court’s conclusion that WBL was not willfully blind when it funded Loans One and Two. WBL’s investigation into the large wire transfers—including seeking IRS gift tax returns and CPA confirmation—demonstrated that it did not deliberately avoid investigating suspicious facts.
  2. No willful blindness as a matter of law for Loan Three. The court reversed the district court’s contrary finding regarding Loan Three, holding that, based on the undisputed record, WBL’s conduct amounted at most to negligence, not willful blindness. WBL reasonably relied on:
    • An updated title commitment and title insurance policy that omitted the lis pendens; and
    • A long‑form attorney opinion letter affirming, after due inquiry, that there was no litigation that would impair the borrower’s or guarantor’s ability to perform.
  3. Directed entry of final judgment for WBL in all respects. Because the knowledge element of aiding and abetting could not be satisfied as to any loan, the Fourth Circuit reversed the Loan Three judgment and remanded with instructions to enter final judgment for WBL. That disposition mooted the punitive‑damages issues.
  4. Clarification regarding lis pendens (dicta). In an important footnote, the court explained that:
    • Under Maryland Rule 12‑102(c)(2)(B), any lis pendens based on Al‑Sabah’s constructive‑trust claim over the Pikesville home terminated as a matter of law when the district court in Al‑Sabah I entered a final judgment denying that equitable relief; and
    • Thus, by 2020—years before the aiding‑and‑abetting judgment—any equitable lien on the Pikesville home arising from lis pendens had expired, and it was the court’s denial of a constructive trust, not WBL’s conduct, that extinguished her lis pendens rights.

The principal doctrinal contribution is the court’s robust reaffirmation that:

“Creative arguments about what more could have been done do not demonstrate that WBL ever knew, or should have known, something nefarious was taking place.”

and that willful blindness is “a form of knowledge, not a substitute for knowledge,” which cannot be collapsed into a negligence‑style standard for underwriting quality.

IV. Legal Framework and Precedents

A. Aiding and Abetting Under Maryland Law

Maryland recognizes aiding and abetting as an independent tort. The key precedents are:

  • Duke v. Feldman, 226 A.2d 345 (Md. 1967) – Liability attaches if a person “by any means ... encouraged, incited, aided or abetted the act of the direct perpetrator of the tort.”
  • Alleco Inc. v. Harry & Jeanette Weinberg Found., Inc., 665 A.2d 1038 (Md. 1995) – Confirmed the existence of aiding‑and‑abetting liability in Maryland.
  • Sutton v. FedFirst Fin. Corp., 126 A.3d 765 (Md. Ct. Spec. App. 2015) – Synthesizes the elements:
    1. A primary actor committed a tort;
    2. The defendant knew of, or was willfully blind to, that tortious act; and
    3. The defendant substantially assisted the primary actor in accomplishing it.

The primary tort here is fraud, which under Maryland Environmental Trust v. Gaynor, 803 A.2d 512 (Md. 2002), requires clear and convincing proof of:

  1. A knowingly false representation;
  2. Made with the purpose to defraud;
  3. Justifiable reliance; and
  4. Resulting damage.

WBL stipulated to all but the justifiable reliance element at trial; the Fourth Circuit had no difficulty concluding that the underlying fraud was established.

B. Knowledge and Willful Blindness

The crux of the appeal was the second element: knowledge. Because WBL did not concede actual knowledge, Al‑Sabah pursued a willful blindness theory.

  • Hoffman v. Stamper, 867 A.2d 276 (Md. 2005) – Defines willful blindness as occurring when a person’s “suspicion [is] aroused but then deliberately omits to make further enquiries, because he wishes to remain in ignorance.”
  • Global‑Tech Appliances, Inc. v. SEB S.A., 563 U.S. 754 (2011) – Cited by the Fourth Circuit for the proposition that willful blindness requires:
    • A high probability that a fact exists; and
    • Deliberate actions to avoid confirming that fact.
    A willfully blind defendant “can almost be said to have actually known” the critical facts.
  • State v. McCallum, 583 A.2d 250 (Md. 1991) (Chasanow, J., concurring) – Emphasized, and the Fourth Circuit quoted, that willful blindness “is a form of knowledge, not a substitute for knowledge.”

The opinion is driven by the need to prevent willful blindness from being diluted into a standard that equates ignorance plus arguable carelessness with constructive knowledge.

C. Lis Pendens Under Maryland Law

Maryland’s doctrine of lis pendens is central to both the fact pattern and the court’s reasoning.

  • DeShields v. Broadwater, 659 A.2d 300 (Md. 1995) – Defines lis pendens as:
    “the jurisdiction, power, or control which a court acquires over property involved in a lawsuit pending its continuance and final judgment.”
    Under the doctrine, “an interest in property acquired while litigation affecting title to that property is pending is taken subject to the results of that pending litigation.” (emphasis added)
  • Maryland Rule 12‑102 – Governs lis pendens:
    • Rule 12‑102(b) – Prescribes how a Notice of Lis Pendens must be recorded to provide constructive notice; an incorrectly recorded notice, as here, is ineffective.
    • Rule 12‑102(c)(2)(B) – A lis pendens terminates as a matter of law “[b]y entry of a judgment in favor of the defendant, if a timely appeal is not taken or the judgment is affirmed on appeal.”

The opinion makes two quiet but important points:

  • Lis pendens applies only to proceedings “directly relating to the title to the property,” not to suits for damages alone; and
  • Here, the only basis for lis pendens in Al‑Sabah I was the constructive‑trust claim over the Pikesville home. When the district court denied that claim and incorporated that denial into a final judgment, the lis pendens expired automatically.

D. Title Insurance, Attorney Opinion Letters, and Professional Liability

Although not resolving any direct claim against professional service providers, the court relies on Maryland authority about:

  • Title insurance – As explained via Stewart Title Guaranty Co. v. West, 676 A.2d 953 (Md. Ct. Spec. App. 1996), a title policy is an indemnity contract under which the insurer agrees to reimburse the insured for losses caused by title defects, encumbrances, or unmarketable title, absent policy exclusions.
  • Attorney liability to non‑clients – The court cites Bennett v. Gentile, 321 A.3d 34 (Md. 2024), and Flaherty v. Weinberg, 492 A.2d 618 (Md. 1985), for the proposition that a non‑client can recover from an attorney when “the intent of the client to benefit the non‑client was a direct purpose of the transaction.” In other words, if a lender relies on an attorney opinion letter issued for its benefit, the attorney can be liable for negligence in preparing it.

These authorities underpin the court’s view that WBL could reasonably rely on:

  • The title insurer’s willingness to issue an updated commitment and policy omitting the lis pendens; and
  • The borrower’s counsel’s long‑form opinion letter, which was expressly based on “due inquiry.”

V. The Court’s Legal Reasoning

A. Loans One and Two: No Willful Blindness, Even in the Face of Red Flags

For Loans One and Two, the Fourth Circuit largely endorsed the district court’s assessment. The key facts:

  • WBL’s lower‑level employees did identify large, unusual wire transfers into N&A Kitchen’s accounts and flagged them as “very large unusual deposits” creating “numerous character concerns” and a “high fraud risk.”
  • Rather than ignore those concerns, WBL:
    • Questioned the loan broker and borrower about the source of funds;
    • Obtained IRS Form 3520 gift tax returns, prepared by CPA Leichter, showing over $1 million in reported gifts from Al‑Sabah; and
    • Spoke directly with Leichter, who confirmed that the wires were legitimate gifts and that “the entire story with respect to the wires all checks out.”
  • For Loan One, WBL:
    • Verified that some of the funds had been used to purchase the NYC condo; and
    • Obtained a short‑form CPA letter confirming ownership of N&A Kitchen and 9 Jewels.
  • For Loan Two, WBL:
    • Repeated its diligence, obtained an attorney opinion letter, and again questioned the borrower about the wires; and
    • Noted revenue underperformance and inconsistent statements but deemed these typical for its borrower base.

The court emphasized that WBL is an “unconventional” lender with a “high‑risk tolerance,” serving borrowers who do not qualify for traditional loans. Inconsistencies and weak documentation that might alarm a bank are “commonplace and typical” for WBL.

The central analytical move is the court’s insistence that:

  • Willful blindness turns on deliberate avoidance of knowledge in the face of a high probability of wrongdoing; not on whether the defendant could have done more or should have suspected more.

WBL’s pattern—flagging concerns, asking questions, obtaining formal IRS filings, and securing corroborating professional opinions—was fundamentally inconsistent with a desire “to remain in ignorance.” There was:

  • No evidence that WBL believed the wires were the product of fraud; and
  • No evidence that it knew the NYC condo had been acquired with misappropriated funds rather than genuine (if perhaps unwise) gifts.

The court concluded that the plaintiff’s argument—that WBL should have investigated more aggressively, probed inconsistencies further, or drawn different inferences—was a “post hoc critique” of WBL’s business model that confuses negligence with willful blindness:

“Just because WBL might have discovered Agbodjogbe’s fraud if it had investigated any of these matters further does not mean that WBL was willfully blind for not doing so.”

B. Loan Three: Correcting the District Court’s Over‑Extension of Willful Blindness

The district court’s finding of willful blindness for Loan Three rested heavily on WBL’s knowledge of the lis pendens notation on the title report and its perceived failure to investigate the underlying fraud suit:

  • WBL saw a lis pendens associated with a case styled “Al Sabah v. Agbodjogbe, et al” on the Maryland docket;
  • It knew that:
    • Alia Salem Al‑Sabah (from Kuwait) was the plaintiff; and
    • Agbodjogbe was a defendant.
  • WBL knew from earlier dealings that Al‑Sabah was the source of large transfers previously reported as gifts.

From this, the district court concluded that WBL had “knowledge of Agbodjogbe’s alleged wrongdoing” and knew that Al‑Sabah “contested title to the very property” pledged as collateral for Loan Three, yet “chose not to investigate so that it could quickly close and fund” the loan.

The Fourth Circuit identified two critical factual and legal errors in this reasoning.

1. Overstating What WBL Actually Knew

First, the district court imputed to WBL knowledge of the contents of the Notice of Lis Pendens and of the Al‑Sabah I complaint—specifically, the detailed allegations of fraud and the request for a constructive trust over the Pikesville home. It criticized WBL’s reliance on the title insurer’s decision to remove the lis pendens, noting that “only the last page” of the Notice related to a different address, while the first twenty‑eight pages clearly referenced the fraud allegations and the Pikesville home.

But crucially:

  • No evidence showed that anyone at WBL ever obtained or reviewed those 28 pages.
  • The title report itself did not attach the Notice; it only listed, via a docket snapshot, that a lis pendens had been filed in a Baltimore County Circuit Court matter involving Al‑Sabah and Agbodjogbe.
  • At oral argument, Al‑Sabah’s counsel conceded that no evidence demonstrated WBL’s awareness of the substance of the Notice or the complaint.

Thus, the Fourth Circuit held the district court had simply assumed WBL knew far more than the record supported. WBL’s knowledge was limited to:

  • The existence of a lis pendens notation tied to some form of litigation between Al‑Sabah and Agbodjogbe; and
  • The general association of Al‑Sabah with the large transfers previously documented as gifts.

This is a far cry from actual knowledge that:

  • The Pikesville home was purchased with misappropriated funds; or
  • Al‑Sabah was asserting a constructive trust over that specific property.

2. Ignoring the Significance of Independent Professional Opinions

Second, the district court discounted or dismissed WBL’s reliance on two critical pieces of professional due diligence:

  1. The title insurer’s updated commitment and policy deleting the lis pendens on the ground that it “was found not to apply to the subject property.”
  2. The borrower’s counsel’s long‑form attorney opinion letter, which, after “due inquiry,” stated that there was no pending or threatened litigation that could adversely impact N&A Kitchen’s or Agbodjogbe’s ability to perform the loan obligations or affect their properties.

The district court viewed these as essentially self‑created defenses, given WBL’s knowledge that a fraud suit was pending and the uncertain evidence about what the attorney reviewed. The Fourth Circuit took the opposite view.

On the title insurance:

  • WBL’s request that the title company “take another look and omit [title issues] that had belonged to the prior owner or omit [title issues] that don’t belong” was entirely routine in lending transactions;
  • The critical fact is that the independent title insurer, after re‑examination, was willing to insure title free of the lis pendens notation, bearing the risk of any title defects or encumbrances, including an erroneously omitted lis pendens;
  • Under Maryland law, as summarized in Stewart Title, this meant the insurer, not WBL, would indemnify WBL for losses if the lis pendens truly applied to the Pikesville home.

On the attorney opinion letter:

  • It was provided by an independent, licensed attorney for the express purpose of assuring WBL about the borrower’s authority and the absence of litigation affecting performance or property;
  • Under Bennett and Flaherty, the attorney owed a duty of reasonable care to WBL as an intended beneficiary of the opinion; and
  • WBL was therefore entitled to rely on the attorney’s statement that, after “due inquiry,” no relevant litigation existed, without independently replicating counsel’s legal research.

The Fourth Circuit characterized this dual reliance—on title insurance and an attorney’s long‑form opinion—as a “gold standard” lending practice, not as evidence of willful blindness:

“WBL’s reliance on multiple independent professional opinions—a gold standard in lending practice—was not ‘the essence of willful blindness’ as the district court found. It was the mirror opposite.”

3. Negligence vs. Willful Blindness: The Controlling Distinction

The court stressed that, as with Loans One and Two, any shortcomings in WBL’s handling of Loan Three—such as not independently obtaining and reading the full Notice of Lis Pendens or the complaint, or not inquiring further after learning that a fraud suit existed—amount, at worst, to negligence:

  • WBL might have done more; a more conservative lender might have decided differently; but
  • There was no evidence of a conscious effort to avoid confirming a high probability of fraud.

The district court’s “hindsight‑focused” critique attempted to transform arguable underwriting defects into “knowledge” of fraud. That approach, if accepted, would blur the line between negligent underwriting and intentional or quasi‑intentional wrongdoing. The Fourth Circuit refused to collapse the willful blindness standard into negligence:

“Perhaps WBL could have sought more. Maybe another lender would have done more, maybe not. But WBL’s decision not to is not evidence of a deliberate effort to avoid uncovering Agbodjogbe’s fraud.”

Because willful blindness is a necessary component of the knowledge element, and because the same logic applies across all three loans, the court held that WBL was not willfully blind “as a matter of law regarding any of the loans at issue.”

C. Lis Pendens and Termination of Equitable Liens (Footnote 13)

The court then addressed, in an extended footnote, the lis pendens issue that undergirded Al‑Sabah’s damages theory:

  • Assuming a valid lis pendens had ever attached to the Pikesville home (which was already in doubt because the Notice was mis‑recorded), that lis pendens necessarily terminated under Maryland Rule 12‑102(c)(2)(B) when the district court in Al‑Sabah I entered a final judgment denying the request for a constructive trust and incorporating “all prior rulings” on equitable relief;
  • Since lis pendens applies only to proceedings affecting title, the only possible hook was the constructive‑trust claim; when that was denied, lis pendens died with it; and
  • Once lis pendens terminated, any equitable lien on the Pikesville home arising from the pendency of that claim also expired.

The court noted that this termination occurred on April 20, 2020—almost four years before the district court’s aiding‑and‑abetting ruling—highlighting that it was the prior judicial decision (denying a constructive trust), not WBL’s lending activity, that ultimately extinguished her ability to reach the property via lis pendens.

The court also observed (without deciding any separate issue) that there was no lis pendens filed in New York as to the NYC condo, underscoring the importance of multi‑jurisdictional diligence when assets are located outside Maryland.

VI. Impact and Implications

A. For Non‑Traditional and High‑Risk Lenders

This decision is a strong signal that courts will not lightly impose tort liability on lenders for a borrower’s fraud simply because:

  • The lender funds high‑risk deals;
  • The borrower’s finances are messy, opaque, or inconsistent; or
  • The lender deviates from its own underwriting guidelines.

Key implications:

  • Reliance on professionals is protective, not suspicious. When a lender:
    • Obtains and follows title insurance commitments and policies;
    • Secures CPA‑authored tax returns and letters; and
    • Requires and relies on long‑form attorney opinion letters;
    that pattern tends to negate a finding of willful blindness.
  • Red flags must be tied to deliberate avoidance. The presence of unusual banking activity or inconsistent statements does not alone create aiding‑and‑abetting liability; plaintiffs must show that the lender, aware of a high probability of fraud:
    • Turned away from obvious avenues of inquiry because it preferred not to confirm wrongdoing.
  • Internal guideline deviations are not dispositive. The fact that WBL “takes an unconventional approach to lending” and “deviates from its internal guidelines” was not enough to show willful blindness. Courts will view such deviations in light of the lender’s business model and risk appetite.

B. For Fraud Victims Seeking to Reach Deep Pockets

For plaintiffs, especially those who have obtained large fraud judgments but face collection obstacles, the decision underscores:

  • The high bar to impose aiding‑and‑abetting liability on lenders. It is not enough to point to:
    • Careless underwriting,
    • Failure to fully investigate inconsistent borrower statements, or
    • Missed opportunities to detect fraud.
    They must show knowledge or willful blindness, in the strict sense used by Global‑Tech and Hoffman.
  • The importance of precise lis pendens practice. Al‑Sabah’s mis‑recorded Notice deprived her of constructive notice protection as to the Pikesville home. Later, the failure to secure a constructive trust meant the lis pendens terminated as a matter of law. For practitioners:
    • Lis pendens must be correctly recorded and properly indexed under Maryland Rule 12‑102(b); and
    • Where property lies in multiple states (e.g., a New York condo), corresponding lis pendens must be filed in the appropriate jurisdiction with parallel equitable claims.

C. For the Doctrine of Willful Blindness

The opinion fortifies the boundary between willful blindness and mere negligence in civil cases:

  • Preserving the “high probability plus deliberate avoidance” test. Courts applying Maryland law within the Fourth Circuit now have a clear appellate statement that willful blindness:
    • Requires more than failure to conduct ideal due diligence; and
    • Cannot be reduced to what a careful or prudent lender would have done.
  • Emphasis on the totality of what the defendant actually knew and did. The Fourth Circuit criticized the district court’s tendency to assume knowledge of documents never shown to have been read and to ignore exculpatory diligence steps (like the title commitment and attorney letter).

D. For Maryland Lis Pendens and Equitable Remedies

The footnote on lis pendens, though technically dicta, provides valuable guidance:

  • Lis pendens is tightly tethered to title‑affecting claims. It is not available merely because a fraud action seeks damages. Parties must plead and prosecute an equitable or declaratory claim (like a constructive trust or quiet title) to support lis pendens.
  • Lis pendens terminates automatically with final judgment denying equitable relief. Once such a judgment is entered, and no timely appeal is taken, the lis pendens ceases by operation of law, extinguishing any equitable lien based on it.
  • Strategic timing matters. Parties should be careful in:
    • Framing their equitable claims early (so that lis pendens is properly triggered);
    • Ensuring accurate and complete recording; and
    • Considering appeals if equitable relief is denied, given Rule 12‑102(c)(2)(B)’s automatic‑termination rule.

E. For Professional Service Providers

While the case exonerates WBL, it implicitly underscores the exposure of professionals whose work lenders rely upon:

  • Title insurers assume the risk of defective title searches and commitments. If the lis pendens actually applied, the insurer—not WBL—would face liability.
  • CPAs and tax preparers who prepare gift tax returns and letters can be relied upon by lenders evaluating large transfers; misstatements can create downstream liability.
  • Attorneys issuing opinion letters owe a duty of care to intended non‑client beneficiaries. The court highlights that lenders may “safely rely” on such letters, with recourse against counsel if the letters are negligently prepared.

This allocation of risk is central to the court’s rejection of the willful‑blindness claim: reliance on third‑party professionals shifts many responsibilities (and much liability) away from lenders and onto those professionals.

VII. Complex Concepts Simplified

A. Aiding and Abetting (Civil)

A person or entity can be held liable for aiding and abetting a tort (like fraud) if:

  1. Someone else commits the underlying wrongful act (here, Agbodjogbe’s fraud);
  2. The alleged aider and abettor knows about that wrongdoing or is willfully blind to it; and
  3. The aider and abettor substantially assists in carrying out the wrong (for example, providing financing that is essential to the scheme).

B. Willful Blindness

Willful blindness is more than carelessness or inattention. It applies when:

  • A person strongly suspects something unlawful is happening (a high probability of wrongdoing), and
  • Consciously chooses not to confirm that suspicion, deliberately avoiding obvious steps that would reveal the truth.

In this case, the Fourth Circuit held that WBL’s conduct showed the opposite: it investigated, asked questions, and relied on professional advice. That is not willful blindness.

C. Lis Pendens

Lis pendens literally means “pending lawsuit.” Legally, it is:

  • A doctrine that allows a plaintiff who is litigating over the title to specific real property to put the world on constructive notice that the property is subject to litigation; and
  • A mechanism by which any person acquiring an interest in that property during the suit does so subject to the outcome of the case.

To be effective, a Notice of Lis Pendens must:

  • Be tied to a claim that actually affects title (such as a constructive trust or quiet title claim); and
  • Be properly recorded and indexed against the correct property, in the correct land records office.

D. Constructive Trust

A constructive trust is an equitable remedy (not a separate cause of action) by which a court:

  • Declares that property nominally titled in one person’s name is actually held in trust for another; and
  • Typically imposes this when the property was obtained through fraud, breach of fiduciary duty, or unjust enrichment.

In Al‑Sabah I, the district court declined to impose a constructive trust on the NYC condo and the Pikesville home. That denial meant no title change and contributed to the termination of any lis pendens.

E. Title Insurance

Title insurance is a contract in which a title company:

  • Searches public records to determine who owns property and whether it is subject to liens, encumbrances, or defects; and
  • Insures the lender or owner against loss if those determinations turn out to be wrong and the defect is not excluded by the policy.

Lenders routinely rely on title insurance because the insurer, not the lender, bears the risk of an incorrect title search or commitment.

F. Attorney Opinion Letter

An attorney opinion letter in a lending transaction typically:

  • Confirms that the borrower is duly organized and in good standing;
  • Verifies the borrower’s authority to enter into the loan;
  • States that the loan documents are valid and enforceable obligations; and
  • Represents that there is no pending or threatened litigation or governmental action that would impair performance or the collateral.

Such letters are relied on by lenders. The attorney can be liable to the lender if the letter is negligently prepared and the lender suffers loss in reliance on it.

VIII. Conclusion

Alia Al‑Sabah v. World Business Lenders, LLC stands as an important precedent in four respects:

  1. It clarifies that under Maryland law, willful blindness in aiding‑and‑abetting claims is a demanding standard requiring deliberate avoidance of known, highly probable wrongdoing. It cannot be satisfied merely by pointing to allegedly lax underwriting or missed opportunities to uncover fraud.
  2. It confirms that lenders—especially non‑traditional, high‑risk lenders—may reasonably rely on independent professional due diligence, including title insurance commitments and attorney opinion letters, as strong evidence against any claim they knowingly facilitated a borrower’s fraud.
  3. It sharpens understanding of lis pendens in Maryland:
    • Lis pendens is confined to suits directly affecting title; and
    • Any equitable lien created by lis pendens terminates as a matter of law upon final judgment denying the title‑affecting claim, absent a successful appeal.
  4. It underscores the allocation of risk in complex financing transactions: lenders who reasonably rely on title insurers, CPAs, and attorneys generally avoid aiding‑and‑abetting exposure, while those professionals and insurers, in turn, shoulder significant responsibility and potential liability for the accuracy of their work.

For lenders, the message is that robust, documented reliance on professional due diligence remains a powerful shield against being cast as an aider and abettor of customer fraud. For fraud victims, the decision is a caution that expanding liability to third‑party lenders will require compelling evidence of true knowledge or deliberate blindness—not simply flawed underwriting or business decisions made in the shadow of imperfect information.

Case Details

Year: 2025
Court: Court of Appeals for the Fourth Circuit

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