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dependent on whether the agreed-upon price was fair and amounted
to valuable consideration. The facts reflect that the agreed-
upon price was not illusory. Furthermore, the agreement did
result in the payment of the first installment and the passage of
legal title. Therefore we conclude that the downpayments were
true equity in the condominiums. Additionally, in order to find
that the December agreements were options under Utah law, we
would have to find that the May agreements were separate
contracts of sale. The record does not support that finding, and
there is nothing conditional about the December agreements or the
parties' actions.
Present Obligation. We must consider whether the
partnerships were subject to enforceable obligations to purchase
real estate under Utah law. United States v. National Bank of
Commerce, 472 U.S. 713 (1985); Major Realty Corp. v.
Commissioner, 749 F.2d 1483, 1486 (11th Cir. 1985), affg. in part
and revg. in part T.C. Memo. 1981-361.
Petitioners contend that a Utah realty purchase agreement is
enforceable if it contains the essential terms of the parties'
understanding and meets the requirements of the statute of
frauds. To meet the "essential terms" requirement, petitioners
list four specific requirements, to wit, "the agreement must
(1) designate the parties; (2) describe the property; (3) state
the purchase price; and (4) contain any additional essential
terms. Reed v. Alvey, 610 P.2d 1374, 1378 (Utah 1980); Ferris v.
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