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renders the terms of the December agreements options rather than
sales contracts.
Utah courts have held that "an option contract for real
property requires one offer and acceptance of the exclusive right
to purchase the property and another offer and acceptance for the
actual transfer of the property." Property Assistance Corp. v.
Roberts, 768 P.2d 976, 978 (Utah Ct. App. 1989). More
particularly, "Two elements exist in * * * [an option] contract:
(1) an offer to sell, which does not become a contract until
accepted; and (2) a contract to leave the offer open for a
specified time." Id. The December agreements were not, in form,
options. A second contract, in addition to the December
agreements, was not necessary to effect the July 2, 1984,
closing.
Respondent argues that the parties could walk away from the
transaction with little or no monetary loss. In that regard, the
agreements, as revised by the May agreements, provided specific
remedies in the event of presettlement default. If the
partnerships defaulted, the sellers had a choice of two remedies.
First, each seller would be relieved from all obligations in law
and equity to convey title to the buyer, and the buyer would
become a tenant at will. All deeds executed by the buyer would
be recorded by the escrow agent, and the $10,000 payment made by
the buyer would be retained by the seller as liquidated damages
along with the $50,000 judgment note for each condominium unit.
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