Argued October 15, 2015.
[Copyrighted Material Omitted]
Appeal from an order of the Probate Court for the district of Fairfield granting an application for the execution of a contract, to which the decedent was a party, for the sale of certain real property, brought to the Superior Court in the judicial district of Fairfield, where the named defendant et al. filed a counterclaim; thereafter, Cheekwood Botanical Garden and Museum of Art intervened as a defendant; subsequently, the plaintiff withdrew its appeal; thereafter, the court, Radcliffe, J., granted the application filed by the named defendant et al. for authorization to sell the subject property and rendered judgment thereon, from which the plaintiff appealed to the Appellate Court; subsequently, the court, Radcliffe, J., granted the motion for summary judgment filed by the intervening defendant Cheekwood Botanical Garden and Museum of Art on the counterclaim and rendered judgment thereon, from which the plaintiff filed a separate appeal to the Appellate Court; thereafter, the Appellate Court, Lavine, Sheldon and Bishop, Js., reversed the trial court's judgments and remanded the case with direction to deny the application for authorization to sell the subject property and to dismiss the counterclaim, and the intervening defendant Cheekwood Botanical Garden and Museum of Art, on the granting of certification, appealed to this court.
Reversed in part; judgment directed.
Pursuant to statute (§ 45a-325), " [t]he court of probate having jurisdiction of the settlement of the estate of any deceased person may, concurrently with courts of equity, authorize the fiduciary of the estate to convey the title of the deceased in any real property to any person entitled to it by virtue of any contract of the deceased person . . . ."
The plaintiff church, which was specifically devised a certain parcel of real property under the will of the decedent, A, appealed to the trial court from a decree of the Probate Court granting an application by the defendant coexecutors of A's estate for permission to sell the property pursuant to § 45a-325. The coexecutors had sought permission to sell the property to a third party, W, pursuant to an unexecuted sales contract that had been signed by A shortly before his death. On appeal to the trial court, the plaintiff claimed that its consent was required to sell the property pursuant to the statute governing the sale of specifically devised property (§ 45a-428). In response, the coexecutors filed, inter alia, a counterclaim in the plaintiff's probate appeal seeking authorization to sell the property pursuant to § 45a-325 and a separate civil action seeking the same relief. After the trial court granted a motion to intervene filed by the defendant museum, which claimed to be entitled to the proceeds from the sale of the property to W as a result of a charitable pledge made by A prior to his death, the Probate Court amended its decree to require the plaintiff's consent prior to the sale and the plaintiff withdrew its appeal. The trial court subsequently rendered judgments authorizing the sale of the property pursuant to § 45a-325 in both the coexecutors' counterclaim in the probate appeal and their separate action. Thereafter, the plaintiff appealed to the Appellate Court, claiming that the trial court had improperly concluded that A's interest in the property terminated at the signing of the sales contract with W under the doctrine of equitable conversion and, therefore, did not pass under A's will. The plaintiff further claimed that, because the trial court had granted permission to sell the property in the separate action, the counterclaim was moot. The Appellate Court agreed with the plaintiff, reversed the judgments of the trial court, and remanded the case with direction to deny the coexecutors' application for permission to sell the property in the separate action and to dismiss the coexecutors' counterclaim in the probate appeal. From that judgment, the museum, on the granting of certification, appealed to this court. Held that the Appellate Court incorrectly concluded that equitable conversion did not apply and, therefore, improperly reversed the judgment of the trial court in the coexecutors' separate action: the mortgage contingency clause in the sales contract, which made the sale of the property to W contingent on her obtaining a loan to purchase the property, did not constitute a condition precedent that prevented W from being able to immediately enforce the contract, the contingency clause having benefited W, who could have waived its protections and sought specific performance against A at any time, and the parties to the contract having intended it to be enforceable against both parties at the time of signing; moreover, application of equitable conversion was further supported by evidence indicating A's intent to provide the proceeds from the sale of the property to the museum.
Daniel J. Krisch, with whom was Jeffrey F. Gostyla, for the appellant (intervening defendant Cheekwood Botanical Garden and Museum of Art).
John A. Farnsworth, for the appellee (plaintiff).
Rogers, C. J., and Palmer, Zarella, Eveleigh, McDonald, Espinosa and Robinson, Js. ROBINSON, J. In this opinion the other justices concurred.
[320 Conn. 105] ROBINSON, J.
The principal issue in this certified appeal is whether title to real property passed to a buyer at the signing of a contract of sale under the doctrine of equitable conversion, when the seller died prior to the fulfillment or expiration of a mortgage contingency clause in the contract. The decedent in the present case, Albert L. Hadley, entered into a contract for the sale of a certain parcel of real property to Evelyn Winn. Before entering into the contract, the decedent had specifically devised the property to the plaintiff, Southport Congregational Church--United Church of Christ (church), in his will. The defendant Cheekwood Botanical Garden and Museum of Art (Cheekwood) claims entitlement to the proceeds from the sale of the property to Winn by the coexecutors of the decedent's estate, the defendants Betty Ann Hadley and Lee Snow, as a result of a charitable pledge made by the decedent prior to his death. Cheekwood appeals, upon our grant of its petition for certification, from the judgment of [320 Conn. 106] the Appellate Court reversing a judgment of the trial court, which had held that title to the property passed to Winn under the doctrine of equitable conversion at the signing of the contract. Southport Congregational Church--United Church of Christ v. Hadley, 152 Conn.App. 282, 298-300, 98 A.3d 99 (2014). On appeal, Cheekwood claims that the Appellate Court improperly concluded that equitable conversion did not apply because the contract was fully enforceable against the decedent at signing and could be terminated only by Winn within a specified period if she could not obtain financing. We agree and, accordingly, reverse in part the judgment of the Appellate Court.
The record reveals the following facts and procedural history. On September 22, 2010, the decedent executed a will specifically devising the property, which is located at 504 Pequot Avenue in Southport, to the church. One and one-half years later, on March 21, 2012, the decedent contracted to sell the property to Winn. The sales contract, which was the standard form real estate contract provided by the Fairfield County Bar Association, contained a mortgage contingency clause [320 Conn. 107] stating: " This [a]greement is contingent upon BUYER obtaining a written commitment for a loan . . . . [If] BUYER is unable to obtain a written commitment for such a loan . . . and if BUYER so notifies SELLER or SELLER'S attorney, in writing, at or before 5:00 p.m., on April 16, 2012, then this [a]greement shall be null and void . . . . If SELLER or SELLER's attorney does not receive such written notice . . . this [a]greement shall remain in full force and effect." The decedent waived specific performance as a remedy under the contract and agreed to retain Winn's down payment as liquidated damages in the event of Winn's default. By letter to Cheekwood's president dated March 6, 2012, the decedent pledged to donate the proceeds from the sale to Cheekwood. The decedent died on March 30, 2012, nine days after signing the contract and before Winn had obtained financing or the mortgage contingency period had expired.
The decedent's will was admitted to probate in New York Surrogate's Court on May 10, 2012. The coexecutors applied for ancillary jurisdiction and authorization to sell the property pursuant to General Statutes § 45a-325 in the Probate Court for the district of Fairfield. Cheekwood filed a claim to the proceeds from the sale. The Probate Court granted the coexecutors' ...