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We find that it was the parties' express intent to effect
the sale of the condominiums by means of the December agreements.
Albeit informal, those agreements were not conditional in their
terms or voidable at will. The question remains, however,
whether the parties effected their intent so that the
partnerships could be considered equitable owners of the property
as of December 1983.
Equity in the Condominiums. Each partnership paid $10,000
down for each condominium, for a total of $230,000 for 23 units
per partnership. This $230,000 was preliminary to first
installments totaling about $5,200,000 due just over 6 months
later and second installments of about $16 million due in 30
years. As pointed out by respondent, there is great disparity
between the downpayment and the first and/or second installments.
A relatively small downpayment, however, does not require our
finding that the $10,000 was not a payment towards equity in the
designated condominiums. The language of the December agreements
was specific as to the intention of the parties to effect the
sale and the transfer of the benefits and burdens of ownership.
Those agreements were without conditions. The term "option" is
not used, and the parties were not provided a choice as to
whether they wished to buy or sell. Respondent, however, argues
that the small amount designated as a downpayment, coupled with
the parties' ability to walk away from the transaction (including
the return of the $10,000 in case of default or termination)
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