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Jennings, 595 P.2d 857, 859 (Utah 1979)". Finally, petitioners
point out that a property is sufficiently described if it cannot
be confused with other property. In re Estate of Bonny, 600 P.2d
548, 549 (Utah 1979).
Respondent, does not dispute petitioners' contention that,
in form, the agreements may be enforceable under State law.
However, respondent counters that, under Federal law, we must
look at all of the facts and circumstances to reach a conclusion
as to whether there was a sale. Respondent contends that, if
enforceable, the December agreements did not constitute sales but
were instead mere options to purchase or sell the condominiums.
Respondent relies on the discussion in Williams v. Commissioner,
T.C. Memo. 1992-269, to support her contention that the December
agreements were merely options.
In the Williams opinion, based on that record, it was found
that
The meager penalty (restitution plus the payment of
apparently below-market-rate interest) is inconsistent
with any practical obligation on the part of the Seller
and, in substance, supports the conclusion that the
Seller had no more than an option to sell the
Condominium, which it, of course, might decline to
exercise. * * * [Fn. ref. omitted.]
That element, coupled with the fact that, in Williams, some of
the condominiums had not yet been completed, provided the
rationale for the conclusion that the contracts, although
expressed as a sale in form, were in substance options to sell.
The U.S. Court of Appeals for the Seventh Circuit, although
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