Spyglass Partners, Richard E. Shea, Tax Matters Partner, et al. - Page 14

                                       - 14 -                                         

          the taxpayer became the equitable owner of realty under Utah                
          State law, although legal title had not passed.                             
               Intent of the Parties to the Transaction.7  First, we find             
          it significant that petitioners and respondent agreed that the              
          condominium transactions under consideration are not shams.  The            
          authenticity of the documents used by the parties is not                    
          questioned.  Respondent does not question that the parties                  
          intended that ownership of the condominiums was to pass.                    
          Respondent, however, argues that the 1983 agreements did not rise           
          to the level of committing the parties to buy or sell the                   
          condominiums.  Respondent contends that, in substance, the                  
          December 1983 agreements were nothing more than options to                  
          purchase condominiums.  Accordingly, respondent's approach is one           
          of substance over form with respect to the December 1983                    
          documents.  Respondent acknowledges factual differences between             
          Williams and these cases, yet contends that the net result should           
          be the same.                                                                
               Although the informal documents reflect the intention of the           
          parties to form partnerships and to transfer ownership of the               
          condominiums to the partnerships, respondent argues that there is           
          a lack of monetary commitment sufficient to support the form of             
          the December agreements.  Respondent notes that, initially, all             
          capital contributions were attributable to Derrick.  In the same            

               7Under Utah case law, when interpreting a contract, the                
          parties' intentions are generally controlling.  See, e.g.,                  
          Winegar v. Froerer Corp., 813 P.2d 104, 108 (Utah 1991).                    


Page:  Previous  4  5  6  7  8  9  10  11  12  13  14  15  16  17  18  19  20  21  22  23  Next

Last modified: May 25, 2011