Southport Congregational Church – United Church of Christ v. Hadley

On September 22, 2010, Albert Hadley (Albert) signed a will devising real estate to Southport Congregational Church-United Church of Christ (the church) (plaintiff). On March 6, 2012, Albert wrote a letter pledging to sell the property and to donate the proceeds of the sale to Cheekwood Botanical Garden and Museum of Art (Cheekwood). On March 21, 2012, Hadley contracted to sell the property to Winn. The contract included a mortgage-contingency clause which stated that if Winn did not notify Albert of her inability to obtain financing within 21 days, the contract would remain in full force and effect. If Winn notified Albert that she was unable to obtain financing, then the contract would be null and void. Albert died on March 30, 2012, prior to the end of the mortgage-contingency period. Betty Ann Hadley (Betty) (defendant) and Lee Snow (defendant), the co-executors of Albert’s estate, were ordered to sell the property. The church claimed that, because it was a specific devisee under Albert’s will, its consent to the sale was necessary. Cheekwood filed a claim for the sale proceeds, arguing that, pursuant to the doctrine of equitable conversion, when Albert signed the contract with Winn, Albert’s ownership interest in the property terminated, leaving him with only an interest in the sale proceeds, which belonged to Cheekwood. The trial court found for Cheekwood, and the intermediate appellate court reversed. Cheekwood appealed to the Connecticut Supreme Court. On appeal, the church argued that the mortgage-contingency clause was an unsatisfied condition precedent to the contract. Therefore, the contract was not yet enforceable at the time of Albert’s death and title could not have passed to Winn.