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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).
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