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vein, respondent notes that the amount of capital and loans
contributed by Derrick to each partnership ($10,000 and
$220,000), although placed in escrow, was de minimis when
compared to the purchase price set forth in the agreements. In
other words, respondent contends that both the partnerships and
sales agreements were underfunded.
This lack of funding leads to respondent's additional
contention that the partnerships and sales agreements were
without substance until later documents were drafted and executed
and the first installment payments were made. Respondent accepts
that the informal agreements express the parties' intent to agree
to buy and sell the condominiums. However, respondent contends
that the sale did not take place in December of 1983.
Finally, respondent suggests that certain language in the
December agreements indicates their conditional nature. For
example, respondent refers to the following language: "In the
event Seller or Buyer, as the case may be, elects to terminate
the Agreement in accordance with the terms thereof, Seller and
Buyer shall cooperate in executing and recording any and all
documents necessary to evidence the termination of the
Agreement". We find that respondent's reliance upon this
language is misplaced. The referenced language does not
establish that any party could unilaterally escape from its
obligations.
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