## Facts

- Gerald Devlin owned a nine-acre residential property in Branford, Connecticut.
- Devlin and Pine Orchard executed a written purchase-and-sale agreement under which Devlin conveyed the property for \$86,000 plus Pine Orchard’s additional obligation, valued at \$84,000, to perform one of three alternatives: (1) convey a finished three-bedroom residence/unit in the planned subdivision, (2) convey a building lot plus sufficient materials to build a three-bedroom residence, or (3) reconvey Devlin’s residence plus one-half acre.
- The agreement provided that, as security for Pine Orchard’s additional obligation, Pine Orchard would give Devlin a mortgage on the conveyed property securing an \$84,000 debt.
- At closing, Pine Orchard paid the \$86,000, which Devlin used to satisfy an existing first mortgage; no further consideration was provided to Devlin.
- On February 29, 1984, Devlin conveyed the property to Pine Orchard Development Corporation, which executed and recorded a mortgage back to Devlin.
- The mortgage deed did not attach a promissory note and did not state a specific dollar amount on its face; it referenced the purchase-and-sale agreement as the source of the secured obligation and identified where the agreement was kept.
- The property was later conveyed to Gloria Maddox Wiener, who took title subject to Devlin’s recorded mortgage.
- Pine Orchard and Wiener did not deliver any of the three contractual alternatives within the time contemplated; Devlin commenced a mortgage foreclosure action.

## Issues

1. Whether a recorded mortgage is enforceable when it secures no separate promissory note and does not state a sum certain on its face, but incorporates a written agreement by reference.
2. Whether the underlying obligation described in the purchase-and-sale agreement was sufficiently definite to support foreclosure against a successor owner who took title subject to the mortgage.

## Decision

- The Connecticut Supreme Court affirmed the judgment of strict foreclosure for Devlin.
- The Court held that the purchase-and-sale agreement created an underlying obligation valued at \$84,000 owed to Devlin.
- The Court held that the mortgage was valid and secured that obligation, even without an attached note and without a dollar amount stated in the mortgage deed itself.
- The Court concluded that the mortgage deed and the incorporated agreement were sufficiently definite to sustain foreclosure, including against Wiener as a successor in title.

## Legal Principles

- A mortgage need not be accompanied by a separate promissory note if there is a legally enforceable underlying obligation that the mortgage secures.
- A mortgage deed may incorporate by reference an external written instrument that states the terms and amount of the secured obligation; the deed need not contain all terms on its face.
- An underlying obligation is sufficiently definite where the agreement states a monetary value, provides specific modes of performance, and sets a defined time for performance.
- A purchaser who takes title subject to a recorded mortgage remains bound by that security interest when the recorded instrument provides notice of the secured obligation through incorporation by reference.

## Conclusion

The court upheld strict foreclosure because the recorded mortgage, read together with the incorporated purchase-and-sale agreement, provided a definite \$84,000 secured obligation and adequate notice, notwithstanding the absence of a separate note and a sum stated in the mortgage deed.


Devlin v. Wiener, 232 Conn. 550, 656 A.2d 664 (Conn. 1995)