## Facts

- Buyers contracted to purchase real property in Norwalk, Connecticut, from the seller.
- The contract allowed the buyers to reject the deed if the seller could not convey title “free and clear of any defect of title,” and required repayment of all sums paid plus reasonable title-examination fees upon rejection.
- Buyers paid a $420 deposit and $50 for an attorney to examine title before the scheduled closing.
- The title examination revealed a 1945 deed in the seller’s chain of title executed in New York conveying the property to the grantee “and assigns forever,” without using the word “heirs.”
- Under Connecticut common law, omission of “heirs” in such language raises the question whether the deed conveyed only a life estate rather than a fee simple.
- Buyers refused to close, demanded return of the deposit and title-examination fee, and sued after the seller refused repayment.
- The trial court entered judgment for the seller, concluding a Connecticut statute validating out-of-state execution of deeds cured the alleged defect and left the title marketable.

## Issues

1. Whether a recorded deed in the chain of title conveying Connecticut land to a grantee “and assigns forever,” without “heirs,” creates reasonable doubt about the estate conveyed under Connecticut law.
2. Whether a statute validating deeds executed and acknowledged out of state cures only execution/acknowledgment defects, or also alters the substantive estate created by the deed.
3. Whether the possibility of later equitable reformation of the deed eliminates reasonable doubt so that the seller’s title is marketable.

## Decision

- The court reversed the judgment for the seller and remanded with instructions to enter judgment for the buyers.
- The court held the omission of “heirs” in the 1945 deed created reasonable doubt as to the estate conveyed under Connecticut law, rendering the seller’s title unmarketable.
- The statute validating foreign-executed deeds cured defects in form, execution, or acknowledgment, but did not determine the estate created by the deed.
- The theoretical availability of an equitable action to reform the deed did not cure marketability because marketability turns on whether the record title is free from reasonable doubt without requiring further litigation or extrinsic proof.
- Buyers were entitled under the contract to recover $470 total ($420 deposit plus $50 title-examination expense).

## Legal Principles

- In Connecticut, to create an estate of inheritance by deed, use of the word “heirs” is required; absent such language, a grant to a grantee “and his assigns forever” is treated as conveying only a life estate at common law.
- A statute validating deeds executed and acknowledged outside the state cures defects in the form and manner of execution or acknowledgment, not the substantive estate created by the conveyance.
- In a suit over a purchaser’s rejection of title, the court does not adjudicate perfect title; it determines whether the title is marketable, meaning free from reasonable doubt in law or fact.
- A title is unmarketable when it exposes the purchaser to a reasonable risk of future litigation or depends on subsequent litigation or proof outside the land records to remove doubt.

## Conclusion

Because the chain of title contained a recorded deed whose language, under Connecticut law, raised a reasonable doubt about whether the grantee received a fee simple or only a life estate, the seller could not deliver marketable title, and the buyers properly rejected the deed and recovered their deposit and reasonable title-examination costs under the contract.


Cole v. Steinlauf, 144 Conn. 629, 136 A.2d 744 (Conn. 1957)