SARMA v. Wan Jin Yoon

IN THE SUPREME COURT OF THE COMMONWEALTH OF THE NORTHERN MARIANA ISLANDS SAIPAN ACHUGAO RESORT MEMBERS’ ASSOCIATION, Appellant/Cross-Appellee, v. WAN JIN YOON, Appellee/Cross-Appellant. SUPREME COURT NO. CV-06-0049-GA SUPERIOR COURT NO. 03-0187E Cite as: 2011 MP 12 Decided October 31, 2011 Timothy H. Bellas, Timothy H. Bellas, LLC, Saipan, MP, for Appellant/Cross-Appellee. Richard W. Pierce, Law Office of Richard W. Pierce, Saipan, MP, for Appellee/Cross-Appellant.  BEFORE: MIGUEL S. DEMAPAN,1 Chief Justice (Ret.); ALEXANDRO C. CASTRO, Acting Chief Justice; JOHN A. MANGLONA, Associate Justice. MANGLONA, J.: ¶1 This case arises from a commercial property dispute between Wan Jin Yoon (“Yoon”) and the Saipan Achugao Resort Members’ Association (“SARMA”). The trial court concluded that Yoon’s liability for certain fees imposed by SARMA began on the date that the trial court entered an order approving Yoon’s purchase of his property interest. The trial court also concluded that a forced sale of Yoon’s property interest was invalid. SARMA appeals both of these conclusions. Yoon cross-appeals, raising six distinct issues: (1) whether the trial court erred when it imposed assessment fees upon Yoon but not upon any other SARMA member; (2) whether Yoon is liable for assessment fees during the time period after the court entered its findings of fact and conclusions of law but before the court entered an order explicitly quieting title; (3) whether Yoon should be awarded a credit equal to the amount of Yoon’s assessment fees that SARMA has used or might in the future use to pay its attorney’s fees; (4) whether Yoon is entitled to damages; (5) whether Yoon is entitled to attorney’s fees and costs; and (6) whether the trial court violated the First Amendment when it issued orders that were based in part upon Yoon’s contacts with government officials and agencies. ¶2 We vacate the trial court’s conclusion that Yoon was not entitled to damages arising from the invalid forced sale, and remand to the trial court for a calculation of such damages. On the remaining issues, we affirm the trial court. I ¶3 The Plumeria Resort was built in 1990 in San Roque, Saipan. It consists of commercial spaces and retail spaces (collectively, “the commercial area”), as well as resort guest rooms. SARMA was formed as a non-profit corporation in February 2000. Pursuant to the Bylaws of Saipan Achugao Resort Members’ Association (“SARMA Bylaws” or “Bylaws”), all owners of sublease interests in the Plumeria Resort were required to be members of SARMA. The Bylaws authorized SARMA to charge members two types of fees: management fees and urgent repair fees (collectively, “assessment fees”), which it could levy upon members bi-annually. ¶4 At some time prior to September 2001, Micronesia Company, Ltd. (“Micronesia”) obtained a sublease interest in the Plumeria Resort that included thirty-four guest rooms and the commercial area. Micronesia subsequently mortgaged its sublease interest to Itochu Corporation (“Itochu”). In September 2001, the revenue of the Plumeria Resort decreased significantly. As a result, Micronesia declared 1 Former Chief Justice Miguel S. Demapan heard oral argument. He retired from the Commonwealth Judiciary prior to the issuance of this opinion. 1  bankruptcy. Itochu instituted foreclosure proceedings against Micronesia and obtained a court order that authorized a judicial foreclosure sale of Micronesia’s interest. ¶5 On December 13, 2002, Yoon submitted the highest bid at a foreclosure auction of Micronesia’s interest in the thirty-four guest units and the commercial area. On March 7, 2003, the trial court issued an order approving the sale of Micronesia’s interest to Yoon. The order authorized the court-appointed seller of the mortgaged interest, Mr. Joyner, to execute and deliver a certificate of sale to Yoon. Mr. Joyner delivered the certificate of sale to Yoon on March 19, 2003. ¶6 Prior to the foreclosure auction, SARMA informed Yoon that he would be obligated to pay assessment fees if he purchased Micronesia’s interest. After the foreclosure auction, Yoon received an invoice from SARMA that assessed him fees from the date of the foreclosure auction, December 13, 2002. As of April 2003, Yoon had failed to pay any of the assessment fees detailed in the invoice. ¶7 On December 23, 2002, Yoon purchased a sublease interest in three additional guest units of the Plumeria Resort (the “Asanuma Units”) from Asanuma Corporation via an assignment of sublease. The assignment of sublease stated that Yoon, as the assignee, would be responsible for paying all assessment fees imposed on the Asanuma Units after December 24, 2002. As of April 14, 2003, Yoon had paid none of the assessment fees that he was obligated to pay under the assignment. ¶8 A provision in the SARMA Bylaws (the “forced sale provision”) provided that SARMA could require a member to sell its leasehold interest if that member was in material default and if that default was not cured within a stated time period. On April 14, 2003, pursuant to the forced sale provision, SARMA transferred, without court supervision, Yoon’s interest in the commercial area and five of the thirty-four units to itself (the “forced sale”). SARMA subsequently purchased the commercial area and the five units and offset the purchase price against Yoon’s unpaid assessment fees. Yoon’s three Asanuma Units were not subject to the forced sale. ¶9 Following the December 2002 foreclosure auction, Yoon repeatedly attempted to persuade various Commonwealth agencies to shut down the Plumeria Resort. He also asserted control over much of the commercial area. On April 17, 2003, after numerous attempts to collect the assessment fees owed by Yoon, SARMA filed a complaint against him and Yoon counter-claimed. ¶ 10 On May 25, 2006, following a bench trial, the trial court entered its findings of fact and conclusions of law. It concluded that Yoon was subject to assessment fees imposed on the thirty-four units and the commercial area, beginning March 7, 2003, the date the court entered its order approving the sale. It also concluded that SARMA’s forced sale of the five units and the commercial area was unlawful and invalid. On November 21, 2006, the trial court entered its “Final Judgment and Order.” That order determined the precise amount of assessment fees Yoon owed to SARMA. Yoon filed a motion for amendment of judgment pursuant to Commonwealth Rule of Civil Procedure 59. In February 2007, the 2  trial court issued an order that granted in part and denied in part Yoon’s motion. It subsequently entered an order adjudicating attorney’s fees and costs, and declining to award any attorney’s fees or costs to Yoon. Both Yoon and SARMA appealed. II ¶ 11 We have jurisdiction over this appeal pursuant to 1 CMC § 3102(a). III A. Obligation for Assessment Fees ¶ 12 On appeal, SARMA claims that Yoon assumed the obligation to pay assessment fees on December 13, 2002, the date of the foreclosure auction. SARMA argues that the trial court erred when it concluded Yoon was only liable for assessment fees from March 7, 2003, the date the order approving the foreclosure sale was issued. We review de novo the issue of when a purchaser of property at a foreclosure sale assumes the obligation to pay assessment fees. Castro v. Castro, 2009 MP 8 ¶ 11; Loren v. E’Saipan Motors, Inc., 1 NMI 133, 136 (1990). ¶ 13 We recognize that the Plumeria Resort is a “common interest community” within the meaning of the Restatement (Third) of Property: Servitudes (2000).2 When a controversy arises as to the rights of a member in a common interest community, the court must look to the “governing documents” of that community, which are defined to include the community’s bylaws. See Restatement (Third) of Property: Servitudes § 6.2(6) (2000) (“‘Governing documents’ means the declaration and other documents, such as the articles of incorporation or articles of association, bylaws, and rules and regulations, that govern the operation of a common-interest association, or determine the rights and obligations of the members of the common-interest community.”) (emphasis added); Restatement (Third) of Property: Servitudes § 6.12 (2000) (stating limited circumstances in which a court may excuse compliance with provisions in a governing document); see also Wolinsky v. Kadison, 449 N.E.2d 151, 156 (Ill. Ct. App. 1983) (“When a controversy arises as to the rights of a unit owner in a condominium, we must . . . consider the declaration, and study the bylaws . . . .”). We therefore begin our analysis of Yoon’s liability for assessment fees with the plain language of the SARMA Bylaws.3 We may turn to the rules of decision 2 A “common interest community” is as a real-estate development in which “individually owned lots or units are burdened by a servitude” to either “pay for the use of, or contribute to the maintenance of” common property or to pay dues or assessments to an association that provides services to the common property. Restatement (Third) of Property: Servitudes § 6.2(1) (2000). The trial court concluded that the Plumeria Resort was a common interest community within the meaning of the Restatement definition. See Saipan Achugao Resort Members’ Ass’n v. Yoon, No. 03-0187E (NMI Super Ct. May 25, 2006) (Findings of Fact and Conclusions of Law: Order at 33). Neither Yoon nor SARMA contest this conclusion on appeal. 3 We note that, though both the parties and the trial court cited to the Bylaws in the course of their legal analysis, they did not begin their analysis with the plain language of the Bylaws. This is particularly puzzling in light of the fact that both the parties and the trial court recognized that the Bylaws govern the relationship between Yoon and SARMA. 3  established by 7 CMC § 34014 if necessary to aid in our interpretation of the Bylaws. See, e.g., Commonwealth Ports Auth. v. Tinian Shipping Co., 2007 MP 22 ¶¶ 14-16 (beginning with the “simple and straightforward” language of lease agreement when adjudicating whether the port authority was entitled to collect fees from shipping company’s “non-revenue” passengers, and subsequently applying Commonwealth case law and the Restatements to interpret the lease). 1. The SARMA Bylaws ¶ 14 The bylaws of a condominium association or other association formed for the management of common property are considered to be a contract between the association and the members of the association. 1230-1250 Twenty-Third St. Condo. Unit Owners Ass’n v. Bolandz, 978 A.2d 1188, 1191 (D.C. 2009) (“A condominium instrument, such as the bylaws, is a contract between the unit owners and the condominium association.”); Johnson v. Fairfax Vill. Condo. IV Unit Owners Ass’n., 548 A.2d 87, 91 (D.C. 1988) (“The condominium instruments, including the bylaws and the sales agreement, are a contract that governs the legal rights between the Association and unit owners.”). Because the bylaws are a contract, rules of contract interpretation apply. See Johnson, 548 A.2d at 91 (citing 8 William M. Fletcher, Fletcher Cyclopedia of the Law of Private Corporations § 4195 (perm ed., rev. vol. 1982)) (noting that “rules of contract interpretation are generally applicable to the interpretation of bylaws.”). We see no reason to depart from this common law rule. We accordingly hold that the Bylaws constitute a contract between SARMA and Yoon, and that rules of contract interpretation are applicable. ¶ 15 “[O]ur primary concern in contract interpretation is to determine and give effect to the intentions of the parties as expressed in the instrument, and the intent of contracting parties is generally presumed to be encompassed by the plain language of contract terms.” Tinian Shipping Co., 2007 MP 22 ¶ 16 (citation omitted). Interpretation of contract terms is a question of law reviewable de novo. Malite v. Tudela, 2007 MP 3 ¶ 23 (citing Pangelinan v. Itaman, 1996 MP 16 ¶ 3); Camacho v. L & T Int’l Corp., 4 NMI 323, 326 (1996)). ¶ 16 The SARMA Bylaws explicitly address a foreclosure sale purchaser’s liability for assessment fees. The SARMA Bylaws state: Any provision contained herein notwithstanding, each Mortgagee who comes into possession of a Unit by virtue of foreclosure or by deed or assignment in lieu of foreclosure, or any purchaser at a foreclosure sale, shall take title to the Unit free of any 4 Title 7 CMC § 3401, Applicability of Common Law reads: In all proceedings, the rules of the common law, as expressed in the restatements of the law approved by the American Law Institute and, to the extent not so expressed as generally understood and applied in the United States, shall be the rules of decision in the courts of the Commonwealth, in the absence of written law or local customary law to the contrary; provided, that no person shall be subject to criminal prosecution except under the written law of the Commonwealth. 4  claims for unpaid assessments or charges against the same which accrue prior to the time such Mortgagee or Purchaser comes into possession thereof, except for claims for a pro rata share of such assessments or charges resulting from a pro rata reallocation of assessments or charges to all units. Saipan Achugao Resort Members’ Ass’n v. Yoon, No. 03-1087E (NMI Super. Ct. May 25, 2006) (Findings of Fact and Conclusions of Law: Order at 34) (emphasis added). The plain language of the SARMA Bylaws indicates that Yoon became liable for assessment fees only after he came into possession of his property interest in the Plumeria Resort. Nothing elsewhere in the SARMA Bylaws contradicts this plain language. ¶ 17 We note that the trial court cited to the “comes into possession” language but subsequently misconstrued it. Immediately after citing to the provision above, the trial court stated: The Bylaws, which govern this particular relationship mirror the generally supported common law theory that a purchaser at a foreclosure sale acquires title free and clear of all junior interest to the foreclosed lien. Secondly, although not uniform, several state jurisdictions . . . have determined that a purchaser of a property at a foreclosure auction comes into ownership only after the foreclosure . . . is confirmed . . . . Saipan Achugao Resort Members’ Ass’n v. Yoon, No. 03-1087E (NMI Super. Ct. May 25, 2006) (Findings of Fact and Conclusions of Law: Order at 34) (internal citation omitted). The trial court did not explain how the Bylaws “mirror the generally supported common law theory” when the Bylaws refer specifically to assessment fees and are silent as to “junior interests.” Moreover, the trial court seems to have conflated possession with ownership. It referred to a purchaser who “comes into ownership,” although this phrase does not appear in the Bylaws. ¶ 18 Consistent with the plain language of the Bylaws, we conclude that Yoon became liable for assessment fees attributable to the thirty-four units and the commercial area on the date that he came into possession. We now consider the question of when Yoon came into possession of the thirty-four units and the commercial area. Because the SARMA Bylaws do not define “comes into possession,” we turn first to Commonwealth written law. See 7 CMC § 3401. 2. Analysis of Commonwealth Foreclosure Provisions ¶ 19 In the Commonwealth, written law includes the Commonwealth Constitution and Commonwealth statutes, along with case law, court rules, legislative rules and administrative rules. Borja v. Goodman, 1 NMI 225, 242 (1990) (Villagomez, J., concurring). Written law also includes the Covenant5 and provisions of the United States Constitution, as well as laws and treaties applicable under the Covenant. Id. The Restatements may not be applied as the rules of decision if any of those sources of written law are 5 Covenant to Establish a Commonwealth of the Northern Mariana Islands in Political Union with the United States of America, 48 U.S.C. § 1801 note. 5  applicable. Id. Here, Commonwealth case law is silent as to when a purchaser at a foreclosure sale comes into possession,6 as are the Commonwealth Constitution, court rules, legislative rules, administrative rules, and the Covenant. We therefore confine our analysis of written law to Commonwealth statutes. We first provide an overview of the various Commonwealth statutory provisions that are relevant to foreclosure. We then analyze those provisions to determine when a purchaser at a foreclosure sale comes into possession of the foreclosed property. ¶ 20 Pursuant to 2 CMC § 4537, all judicial actions for foreclosure must be brought in the Commonwealth Superior Court. If the court, after trial, determines the facts set forth in the complaint to be true, the trial court: [S]hall ascertain the amount due to the plaintiff upon the mortgage debt or obligation, including interest, costs, and attorney’s fees, and shall render judgment for the sum so found due, and order that the same be paid into court within a period of three months from and after the date on which the order was made. 2 CMC § 4537(d). When the mortgagor fails to pay, the trial court shall order the property at issue to be sold. Id. § 4537(e). The sale must be made by a person “appointed by the court for that purpose.” Id. ¶ 21 After the property is sold, the person making the sale must “give to the purchaser a certificate of sale and properly record a duplicate thereof.” 2 CMC § 4537(f). The certificate of sale must “state the date of judgment under which the sale was made, the names of the parties, a particular description of the real property sold, the price bid for each distinct lot or parcel, and the period during which the property is subject to redemption.” Id. A mortgagor then has twelve months from the “date of the sale” to pay the purchase price and redeem the property. Id. § 4542(a). At the expiration of this time for redemption of the property, “the person making the sale, or that person’s successor in office, or other officer appointed by the court, must make to the purchaser . . . a deed or deeds to the property.” Id. § 4537(f). The deed “shall vest in the grantee all the rights, title and interest of the mortgagor in and to the property sold.” Id. ¶ 22 Having summarized the relevant Commonwealth statutory provisions, we now analyze those provisions to determine when a purchaser at a foreclosure sale comes into possession of the foreclosed property. As a general rule, the right to possession of a foreclosed property after a foreclosure sale is determined by statute. Chase Manhattan Bank v. Robert-Surzano, 51 V.I. 1024, 1040 (D. V.I. App. Div. 2009) (citations omitted).7 However, the Commonwealth lacks a statutory provision that expressly 6 The Commonwealth follows the lien theory of mortgages. Villanueva v. City Trust Bank, 2002 MP 1 ¶ 15. Under the lien theory, the mortgagor retains both title and possession to the property subject to the mortgage until the mortgage is extinguished through foreclosure, and the mortgagee has a lien on the property only. See id. ¶ 13. However, Commonwealth courts have never before considered when the mortgage becomes extinguished and when the mortgagor’s right of possession transfers to the purchaser at a foreclosure sale. 7 For jurisdictions with such statutes, see, e.g., Sec. Sav. & Loan Ass’n v. Busch, 523 P.2d 1188, 1191 (Wash. 1974) (“[The Revised Code of Washington] designates those who are entitled to possession during the period of 6  governs the right to possession of the foreclosed property after a foreclosure sale. In the absence of a governing statutory provision, we must apply canons of statutory construction to determine when the legislature intended a foreclosure sale purchaser to come into possession of the foreclosed property. See Commonwealth v. Hossain, 2010 MP 21 ¶ 12 (Slip Opinion, Dec. 31, 2010) (relying upon canons of statutory construction to determine the intended meaning of a statute, when statutory provisions did not expressly define a relevant term). ¶ 23 The most basic canon of statutory construction is that “the [statutory] language must be given its plain meaning, where the meaning is clear and unambiguous.” Calvo v. N. Mariana Islands Scholarship Advisory Bd., 2009 MP 2 ¶ 21 (quoting Aguon v. Marianas Pub. Land Corp., 2001 MP 4 ¶ 30). “One statutory provision should not be construed to make another provision [either] inconsistent or meaningless.” Estate of Faisao v. Tenorio, 4 NMI 260, 265 (1995) (quoting In re Estate of Rofag, 2 NMI 18, 29 (1991)) (alternation in original). In addition, “[i]n determining legislative intent, the statute must be read as a whole, and not as isolated words contained therein.” Calvo, 2009 MP 2 ¶ 22 (quoting Estate of Faisao, 4 NMI at 266). ¶ 24 We first analyze 2 CMC § 4542(a), which states: The judgment debtor may redeem the property from the purchaser within 12 months of the date of the sale, upon paying the purchaser the amount of the purchase, with one percent per month interest thereon, up to the time of redemption. In addition, the judgment debtor shall pay the following: (1) The amount of any assessment or taxes; (2) Any reasonable sum paid for fire insurance, maintenance, upkeep, or repair or improvements located upon the property; (3) The fair market value of any improvements constructed upon the property; and (4) Any sum paid on a prior obligation secured the property to the extent such payment was necessary for the protection of the purchaser’s interest, which the purchaser may have paid thereon after purchase, and interest on such amounts in the amount computed above. Id. (emphasis added). Section 4542(a) indicates that, as a general rule, the purchaser must have the right to possession of the property at some time during the twelve month redemption period, before the right to redemption expires. If the purchaser was not in possession at some point during redemption, the purchaser presumably would not have authority to pay for “any assessment or taxes,” or “maintenance, upkeep, or repair or improvements,” or the “protection of the purchaser’s interest.” 2 CMC § 4542. Yet a judgment debtor would be forced to reimburse the foreclosure sale purchaser for such payments under the plain language of 2 CMC § 4542. This result makes no sense, and would consequently render 2 CMC § 4542 both “inconsistent” and “meaningless.” See Estate of Faisao, 4 NMI at 265. redemption.”); Pillsbury v. McGarry, 138 P. 836, 837 (Or. 1914) (stating that the right to possession during the redemption period is expressly conferred by statute in Oregon). 7 ¶ 25 We also take note of 2 CMC § 4543(a), which states that “[t]he purchaser, from the time of the sale until a redemption, is entitled to receive, from the tenant in possession, the rents of the property sold, or the value of its use and occupation.” (Emphasis added). Section § 4543(a) unambiguously states that a purchaser cannot take possession during the redemption period when there is a “tenant in possession.” Calvo, 2009 MP 2 ¶ 21 (providing that statutory language must be given its plain meaning). We interpret 2 CMC § 4543(a) to mean that a foreclosure sale purchaser would be entitled to possession if another party were not lawfully in possession. We do not interpret section 4543(a) to impair the purchaser’s right to possession in other circumstances. Section 4542 enables the purchaser to improve the property and make payments related to the property during the redemption period, and that ability would become meaningless if we read Section 4353(a) to forbid the purchaser from taking possession until after the time for redemption expires. ¶ 26 In light of the above analysis, we interpret 2 CMC § 4542 to mandate that, absent a tenant in possession, the purchaser at a foreclosure sale acquires the right to possession of the foreclosed property at some time prior to the expiration of the redemption period. We now consider the question of precisely when during the redemption period the purchaser acquires the right to possession. This issue is not addressed by section 4537 nor by any other Commonwealth statutory provision. Commonwealth case law and other Commonwealth written laws are also silent. Moreover, there are no Restatements governing this matter.8 Therefore, our discussion now descends to the common law of the United States. 7 CMC § 3401. 3. Possession at Common Law ¶ 27 In many jurisdictions, the right to possession is interwoven with judicial confirmation of the foreclosure sale. We therefore begin with a discussion of confirmation. Confirmation ordinarily occurs when a court enters an order confirming, approving, or otherwise ratifying a judicial foreclosure sale. See, e.g., First Hawaiian Bank v. Timothy, 31 P.3d 205, 214-15 (Haw. 2001) (discussing a court’s jurisdiction to enforce its order confirming a foreclosure sale). Confirmation is “an indication that the sale has been made in due compliance with the provisions of the decree ordering that sale, and manifests a court’s acceptance of a purchaser’s offer embodied in his bid reported to the court.” Travelers Indem. Co. v. Heim, 388 N.W.2d 106, 108 (Neb. 1986) (citing 47 Am. Jur. 2d Judicial Sales § 201 (1969)). According to common law, it is well established that a judicial sale does not become final, complete and valid until confirmation.9 8 The Restatement (Third) of Property: Mortgages (1997) is silent, as is the Restatement (Third) of Property: Servitudes (2000). 9 Monet v. Lee Henderson & Wong, No. 94-00884 HG, 1995 U.S. Dist. LEXIS 17300, at *9 (D. Haw. Nov. 3, 1995) (“Under Hawaii law, a sale pursuant to a foreclosure auction is not final until confirmation.”); Dellinger v. First Nat’l Bank of Russellville, 970 S.W.2d 223, 225 (Ark. 1998) (“It is settled law that a judicial sale is not complete until confirmation.”); World Sav. & Loan Ass’n v. AmerUS Bank, 740 N.E.2d 466, 474 (Ill. Ct. App. 2000) 8 ¶ 28 Among jurisdictions that allow purchasers to take possession of the foreclosed property during the redemption period,10 many permit the purchaser to possess the foreclosed property from confirmation onward. See, e.g., In re Marathon Foundry & Mach. Co., 239 F.2d 122, 128 (7th Cir. 1956) (noting that a party’s suggestion to pay an additional amount for property “may have been a peace offer . . . to end the litigation and to acquire possession of property to which it had been entitled since the court’s confirmation of the judicial sale.”); Godfrey v. Powell, 155 F.2d 51, 53 (5th Cir. 1946) (“On confirmation of the sale by the court the accepted bidder becomes the purchaser in the full sense of the term and the substantial owner of the property sold with the right of possession . . . .” (quoting 31 Am. Jur. Judicial Sales § 146)); Sarasota-Fruitville Drainage Dist. v. All Lands Within Said Dist., 25 So.2d 498, 500 (Fla. 1946) (“Where land is sold at a judicial sale and the buyer allows the former owner to remain in possession after confirmation, the presumption is that the possession of the original owner is as quasi tenant or tenant at sufferance of the buyer . . . .”). ¶ 29 We see no reason to depart from the common law approach. We cannot find that a foreclosure sale purchaser acquires the right to possession on the date of the auction. The successful bidder at a judicial foreclosure sale is nothing more than the preferred purchaser, and the bidder receives no rights or interests by virtue of the bid. In re Welch, 92 F. Supp. 510, 514 (W.D. Ky. 1950) (“[P]rior to confirmation of the sale a bidder is not a purchaser and is not vested with any title or interest in the property offered for sale . . . .”). We reject the idea that the purchaser receives the right to possession upon the issuance of the certificate of sale. The certificate of sale is generally considered to be a ministerial document only, whose validity is dependent upon a prior or subsequent confirmation. See, e.g., W. T. Watts, Inc. v. Sherrer, 571 P.2d 203, 206 (Wash. 1977) (“This court has recognized long ago that a sheriff’s certificate of purchase does not pass title but is only evidence of an inchoate interest . . . .”). We are, therefore, left with the date of confirmation as the only date during the redemption period when a purchaser may receive the right to possession. (“[A] judicial foreclosure sale is not complete until the trial court confirms it. . . . Until the court confirms the sheriff’s proceedings, there is not a true sale in the legal sense.”); Cont’l Oil Co. v. McNair Realty Co., 353 P.2d 100, 105 (Mont. 1960) (“When confirmation of a judicial sale is expressly required by statute, such a sale becomes valid and complete on confirmation and not before.”); Travelers Indem. Co., 388 N.W.2d at 108 (“When confirmed, a judicial sale is final and complete . . . .”); Am. Fed. Sav. & Loan Ass’n of Tacoma v. McCaffrey, 728 P.2d 155, 161 (Wash. 1986) (“A foreclosure sale becomes valid and complete only upon confirmation by the court . . . .”). 10 Several jurisdictions provide, either by statute or in accordance with common law, that the purchaser does not acquire the right to possession until the expiration of the redemption period and the delivery of the deed. See, e.g., Butler v. Lomas & Nettleton Co., 862 F.2d 1015, 1019 (3d Cir. 1988) (citing to a Pennsylvania statutory provision which provides that the purchaser does not receive possession until the sheriff’s deed is executed); Hermes v. Fed. Crop Ins. Corp., 729 F. Supp. 1292, 1296 (D. Kan. 1990) (“[The mortgagor’s] right to redemption and the concomitant right to possession and profits ended when the statutory redemption period ran . . . .”); Because we hold that the purchaser acquires the right to possession of the foreclosed property during the redemption period pursuant to 2 CMC § 4542, we do not consider these jurisdictions in our analysis. 9 ¶ 30 We hold that a purchaser of property at a judicial foreclosure auction receives the right to possession of that property upon confirmation of the sale by the court. We note that this right of possession is subject to the exception contained in 2 CMC § 4543 for tenants who are in possession, and to the mortgagor’s right of redemption. 4. SARMA’s Arguments ¶ 31 SARMA argues that Commonwealth statutes do not allow for confirmation, and that the March 7, 2003 order approving the sale could not constitute confirmation of the sale. SARMA also argues that legal title passed to Yoon on the date of the auction, and that Yoon should thus be liable for assessment fees beginning from the date of the auction. Finally, SARMA makes an equitable argument and asserts that Yoon should be held liable for assessment fees from the date of the auction because he took possession of the property and acted as the owner of the property since the auction date. We address each argument in turn. i. Confirmation ¶ 32 As SARMA correctly recognizes, Commonwealth statutory law is silent as to confirmation. Neither 2 CMC § 4537(f) nor any other provision refers to confirmation of a judicial foreclosure sale. However, for the reasons that follow, we interpret Commonwealth statutory law to permit confirmation. ¶ 33 First, section 4531 provides that “[n]o mortgage may be foreclosed other than by the judicial remedies provided by this chapter.” Interpreting Commonwealth written law to allow for confirmation is consistent with the judicial oversight established by section 4531. Confirmation allows the trial court to ensure that “the sale has been made in due compliance with the provisions of the decree ordering that sale . . . .” Travelers Indem. Co., 388 N.W.2d at 108. Confirmation also allows the trial court to accept the purchaser’s offer embodied in his or her bid as reported to the court. See id. In contrast, if we interpreted Commonwealth written law to bar confirmation, 2 CMC § 4531 would impede the trial court’s ability to perform its statutorily mandated duties. See Estate of Faisao, 4 NMI at 265 (providing that one statutory provision should not render the other inconsistent or meaningless). Under 2 CMC § 4531, the trial court would be tasked with oversight of a foreclosure sale, yet denied the power to review the sale and ensure that the sale was conducted in compliance with the decree ordering sale. ¶ 34 In addition, section 4511 provides: The purpose of this chapter is to establish a system of mortgage law in the Commonwealth which will induce lenders to make secured commercial and residential loans, while at the same time insuring that residents of the Commonwealth who execute mortgages will have a full comprehension of the nature and consequences of their act. All provisions of this chapter shall be construed in such a manner as to best effectuate its purposes. 10  Id. Confirmation is consistent with the purposes stated in section 4511. Both lenders and borrowers may enter into loans with the knowledge that, if the mortgaged property becomes subject to foreclosure proceedings, the sale will become final and complete on a definite date. ¶ 35 Moreover, 2 CMC § 4537(f) provides that “[w]henever any real property shall be sold under judgment of foreclosure pursuant to the provisions of this chapter, the person making the sale must give to the purchaser a certificate of sale . . . .” Id. (emphasis added). Title 2 CMC § 4537(e) states that the person making the sale is “a person appointed by the court for that purpose . . . .” When read together, 2 CMC § 4537(e) and 2 CMC § 4537(f) indicate that there cannot be a certificate of sale without a court order confirming the sale. If the person making the sale is responsible for delivering the certificate of sale, must be appointed by the court, and is under the control of the court, it follows that the court must be able to order and confirm delivery of the certificate of sale. ¶ 36 We also note that most United States jurisdictions provide for confirmation of judicial foreclosure sales, either by statute or pursuant to common law. See, e.g., 735 Ill. Comp. Stat. 5/15-1507(f) (2011) (“The Certificate of Sale shall further indicate that it is subject to confirmation by the court.”); Minn. Stat. § 581.08 (2010) (“Upon the coming in of the report of sale, the court shall grant an order confirming the sale . . . .If the sale is confirmed, the sheriff shall forthwith execute the proper certificate of sale . . . .”); Wash. Rev. Code § 61.12.060 (2011) (“The court may, upon application for the confirmation of a sale, if it has not theretofore fixed an upset price, conduct a hearing . . . .”); see also Dellinger, 970 S.W.2d at 225 (stating that “a judicial sale is not complete until confirmation” although Arkansas statutory provisions are silent as to confirmation); S. Realty & Utils. Corp. v. Belmont Mortgage Corp., 186 So. 2d 24, 25 (Fla. 1966) (referring to “confirmation” of judicial foreclosure sale, when Florida statutory provisions are silent as to confirmation). ¶ 37 In light of the above persuasive authority we hold that a trial court has authority to enter an order confirming a judicial foreclosure sale. We reject SARMA’s contrary argument.