Southport Congregational Church-United Church of Christ v. Hadley, 320 Conn. 103

Albert L. Hadley executed a will (Sept. 22, 2010) specifically devising real property at 504 Pequot Ave. to Southport Congregational Church (the church).
On March 21, 2012 Hadley signed a standard form contract to sell the property to Evelyn Winn; the contract contained a 21‑day mortgage contingency allowing Winn to void the contract if she could not obtain financing by April 16, 2012.
Hadley pledged the sale proceeds to Cheekwood Botanical Garden by letter dated March 6, 2012. Hadley died March 30, 2012, before the contingency expired or financing was obtained.
The coexecutors sought probate authorization to sell the property; the church objected, asserting the property passed to it by devise because equitable conversion had not occurred.
The trial court authorized sale; the Appellate Court reversed, holding the mortgage contingency prevented equitable conversion. The Supreme Court granted certification on whether title passed to the buyer at contract signing.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Did equitable conversion occur at contract signing despite an unexpired mortgage contingency?	The mortgage contingency was a condition precedent that prevented the contract from being enforceable at signing, so the decedent retained title and the devise to the church was not adeemed.	The contingency was a condition that benefitted the buyer (i.e., a condition subsequent or waiverable buyer protection); the contract was enforceable against the seller at signing, so equitable title passed to the buyer.	The Court held equitable conversion applied: the clause did not make the seller's duty to convey conditional, so equitable title passed to Winn at signing.
Does the seller’s waiver of specific performance clause defeat equitable conversion?	Church: waiver of specific performance shows contract was not specifically enforceable, so equitable conversion cannot apply.	Coexecutors/Cheekwood: only specific enforceability against the seller is required; buyer retained specific performance remedy, so doctrine can apply.	The Court held specific performance against the seller was available (buyer retained that remedy), so the waiver did not bar equitable conversion.

Salce v. Wolczek, 314 Conn. 675 (Conn. 2014) (equitable conversion vests equitable title in purchaser under executory land sale contract)
Walpole Woodworkers, Inc. v. Manning, 307 Conn. 582 (Conn. 2012) (applying plenary review to equitable‑doctrine questions)
Anderson v. Yaworski, 120 Conn. 390 (Conn. 1936) (equitable conversion rests on an enforceable duty of the seller to convey)
Grant v. Kahn, 198 Md. App. 421 (Md. Ct. Spec. App.) (mortgage contingency treated as condition subsequent; equitable conversion still applied)
Parson v. Wolfe, 676 S.W.2d 689 (Tex. App. 1984) (mortgage contingency did not prevent equitable conversion when seller died before closing)
Francini v. Farmington, 557 F. Supp. 151 (D. Conn.) (distinguishing contingencies that operate as conditions precedent to enforcement)