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affirming our decision in Williams, pointed out that the seller
was committed because of the escrow of the deed and that the
option was in the buyer, rather than the seller. Williams v.
Commissioner, 1 F.3d at 506-507. One factor underlying the Court
of Appeals' reasoning was the fact that the condominium in
question was unfinished. Ultimately, however, the court was
swayed by the fact that specific performance was waived and the
buyer would forfeit only $60,000 if the option was not exercised.
Id. at 507. Once again, because of the relative size of the
amount forfeited to the amount that would have to be paid at
closing, the Court of Appeals characterized the transaction as
being a sale of a call for $60,000. Id.
The underlying question of whether the partnerships had any
enforceable obligations is one we must decide under Utah law. We
find that the December agreements were enforceable obligations
with respect to the parties. This, of course, is a major factor
to be considered in our ultimate analysis of whether, for Federal
tax purposes, there had been a sale during December 1983 within
the meaning of section 483.
Right to Possession. Concerning this aspect, the Williams
and Lang opinions focused on the fact that the condominiums were
unfinished. The condominiums here were complete at the time of
the December agreements. Furthermore, the condominium management
companies were notified in early 1984 of the partnerships'
ownership. During January 1984, the partnerships caused an
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