The Deeds She Signed Came Back to Bind Her

A Nantucket owner tried to erase her own companies. The record would not let her.

The Land Court’s decision in Harshman v. 34 Exeter Street Realty, LLC began with an owner determined to prove that the two companies she had formed herself had never really existed. If she could convince the court of that, the foreclosure that took 34 Exeter Street would be undone, and the buyer who took the property at auction would be left holding a worthless deed.

She had the paperwork to tell the story. The trouble was that the paperwork told a different one.

How the property moved

The owner had held the property outright. In 2020 she formed Snowshoe Millworks LLC, deeded the house to it, and the company took a mortgage. A year later she formed a second company, Exeter Street LLC, moved the property again, and that company took the loan known as the Island View mortgage. The loan passed through a chain of assignments, went unpaid, and in December 2024 the house was sold at public auction. A firm called 34 Exeter Street Realty acquired it at the sale. By August, she was in court arguing that none of it should count, because the LLCs, she said, were never validly created.

This is a case about a simple and unforgiving idea. In real estate, the record is the thing. What you file with the state and register on your land is what binds you, and wishing otherwise years later does not unwind it.

The record was her own

The record here was the owner’s own. Under Massachusetts law, an LLC comes into existence the moment a proper Certificate of Organization is filed and the $500 fee is paid. She had done exactly that, once for Snowshoe more than a year before she handed it the deed, and again for Exeter Street. The same statute says a manager listed on that certificate can bind the company on documents affecting real property. She had signed as manager both times. Each signature was binding.

The timing was decisive. Both companies were active and in good standing when they took title and when they granted the mortgages. She did not file to cancel them until 2024, long after the loans were recorded. Dissolving a company does not reach back and erase a mortgage it lawfully gave while it was still standing. The Island View mortgage outlived the company that granted it, and it was still valid and enforceable when the property was sold at auction.

The arguments that failed

Her remaining arguments failed for similar reasons. She claimed one LLC could not have taken title because it lacked a federal tax identification number, but a single-member company needs no such number unless it is taxed as a corporation. She pointed to a clerical detail, the letters “LLC” dropped from a recorded release, and called it an official determination that her company had never had the capacity to own anything. The judge looked past the label to the document itself and found it recorded under a certificate tied to a later deed, one that had nothing to do with the conveyance she was challenging.

She then took a different approach. Twice she asked to amend her complaint, and the second time she went after the Island View mortgage directly, alleging defects in how it was formed. But she had already fought that fight. In a separate case in Barnstable, she had challenged the same mortgage and lost, dismissed with prejudice for lack of standing, and never appealed. The law does not let a litigant relitigate a question already decided simply by naming new defendants. The court found the amendment barred and closed the matter.

What the case leaves behind

What stands out in the decision is not the volume of filings but the plainness of the result. An owner spent years assembling entities, deeds, and loans, treating each as a piece to be rearranged as needed, while the state and the registry quietly kept the authoritative record the entire time. When the dispute finally reached the court, that record was the only account that mattered.

Takeaway

The record controls. Once you form a company, deed property into it, and let it grant a mortgage, those acts bind you, and dissolving the company later will not undo them. If you believe a mortgage is defective, raise every argument in a single case, because a dismissal with prejudice will bar the ones you hold back. Treat your entities and your filings as real from the day you create them, because the registry treats them that way from the start.