## Facts

- Charlemagne Tower, as vendor, entered an executory contract to sell land to Hadley.
- Tower died before the contract was fully performed.
- Hadley defaulted after Tower’s death.
- Tower’s executors foreclosed the land contract and, treating Tower’s interest as personal property, sold and conveyed the land to Clapp.
- Clapp took a deed from the executors and possession of the property.
- A probate ruling had found Tower’s will ineffective to dispose of real estate, so Tower’s real property would descend to his heirs by intestacy.
- Tower’s heirs claimed that foreclosure caused the land to become part of Tower’s real property estate and therefore descended to them, making the executors’ conveyance ineffective.
- Clapp sued to quiet title; the trial court dismissed the heirs’ asserted claim and quieted title in Clapp.

## Issues

1. Whether, under equitable conversion, a decedent-vendor’s interest in land under an executory sale contract is personal property passing to the personal representative rather than real property descending to heirs.
2. Whether foreclosure after the vendee’s default changes the classification of the property so that the land is treated as realty belonging to heirs.
3. Whether the executors had authority to convey good title to a purchaser (Clapp) against the heirs’ claim.

## Decision

- The North Dakota Supreme Court affirmed the judgment quieting title in Clapp.
- The court held that equitable conversion treated Tower’s interest as personalty (an interest in the purchase money) that passed to the executors, not to the heirs.
- The court rejected the argument that foreclosure restored the land to the estate as real property for intestacy purposes.
- The executors’ conveyance to Clapp was valid, and the heirs acquired no interest in the property.

## Legal Principles

- Equitable conversion treats real estate as personalty, or personalty as realty, when equity regards the parties’ interests as exchanged by contract.
- Under an executory contract for the sale of land, the vendee is treated as the equitable owner of the land, while the vendor holds legal title as security and is treated as owning a personal property interest in the purchase price.
- When a vendor dies after entering a binding land sale contract, the vendor’s converted interest passes to the personal representative as personal property, not to heirs as real property.
- Foreclosure and resale following the purchaser’s default are mechanisms for realizing the vendor’s personal property interest and do not reclassify the property as realty descending to heirs.

## Conclusion

The court held that Tower’s executory sale contract equitably converted his interest from realty to personalty, so the executors—not the heirs—controlled the interest and could convey good title to Clapp; foreclosure did not undo the conversion or vest the land in the heirs by intestacy.


Clapp v. Tower, 93 N.W. 862 (N.D. 1903)