Legal Title

Equitable title and legal title are like two parts to a complete title. Equitable title gives an entity beneficial interest in the property or the full use and enjoyment of the property. Legal title provides enforceable legal ownership in court. Legal title is commonly used as collateral when there is debt on a property.

When a loan is secured through a mortgage, either the borrower maintains legal title and the lender places a mortgage lien on the property (lien theory states) or the lender takes legal title, while the borrower has equitable title (title theory states). If the borrower is in default, with a mortgage the lender has to go through the courts to foreclose. When the loan is secured through a deed of trust, legal title is given to a neutral third party, or trustee, and the borrower can usually foreclose on the property without going to court.

Putting ‘Legal Title’ in Context

Pine Ridge Capital, a mid-sized real estate investment firm, is in the process of acquiring Eagle Creek Village Shopping Center, a 65,000-square-foot neighborhood retail center located in suburban Boise, Idaho. The center features a mix of local and national tenants, including a grocery anchor, coffee shop, and several boutique retailers. Pine Ridge sees this as a Core-Plus acquisition, targeting modest but steady cash flow with potential for long-term appreciation.

Acquisition Financing Structure

To purchase the property for $15 million, Pine Ridge Capital secures a $10 million loan from a regional bank, structured as a deed of trust. In this financing arrangement:

• Legal Title: During the loan term, legal title to Eagle Creek Village is held by a neutral third-party trustee, as required under Idaho’s deed of trust laws. This trustee acts as a custodian of the title for the benefit of both the lender and Pine Ridge Capital.
• Equitable Title: Pine Ridge Capital retains equitable title, granting it the rights to the property’s income, operations, and use while the debt is being repaid.

The Role of Legal Title in the Investment

Legal title plays a pivotal role in safeguarding the lender’s interests. If Pine Ridge Capital defaults on the loan, the trustee can foreclose on the property nonjudicially, expediting the process compared to states where mortgages require judicial foreclosure. This arrangement lowers the lender’s risk and enables Pine Ridge Capital to negotiate a slightly lower interest rate for the loan.

Example: Potential Foreclosure Scenario

Suppose Pine Ridge Capital encounters a financial setback and misses several loan payments. In this case, the trustee, holding legal title, initiates the nonjudicial foreclosure process on behalf of the lender. This would result in the property being sold at auction without requiring court involvement, streamlining the process and ensuring the lender recovers their investment more quickly.

Key Takeaways

This case illustrates the importance of distinguishing between legal title and equitable title. While Pine Ridge Capital benefits from operating and earning income from the property through equitable title, the lender’s security is protected by the legal title held in trust. This structure ensures that all parties’ interests are balanced, particularly in a state like Idaho, where deed of trust laws favor efficiency in resolving loan defaults.