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income and expenses (ostensibly profits) to the partnerships from
the time the December 1983 agreements were executed.
Equitable Title. Based on the record and the above
analysis, it is apparent, that in form, the partnerships had
acquired equitable interests in the condominiums, at the time of
the December agreements.9 In the Williams opinion, it was
acknowledged that the "buyers obtained at best some equitable,
not legal, interest in the property at the time the [initial]
purchase Agreement was executed". Williams v. Commissioner, T.C.
Memo. 1992-269. That opinion goes on to find that the substance
of the Williams transactions was an option, rather than a sale.
The Court of Appeals then reasoned that "There was no vesting of
'equitable title' in any sense, because the contract excluded a
suit for specific performance by the buyers." Williams v.
Commissioner, 1 F.3d at 506.
In the setting of these cases, the parties' December 1983
agreements must be considered as self-contained, permitting no
changes from the informally outlined terms and conditions.
However, the December 1983 agreements were susceptible of being
"superseded by a more formal contract of sale" by the "mutual
consent of * * * [the parties]". The December 1983 date is the
crucial date upon which a sale (i.e., transfer of the benefits
and burdens) must have occurred to come within the section 483
9The parties (and prior opinions) have made no distinction
between the concepts of equitable title and equitable interest.
For purposes of this opinion, we treat the terms as synonymous.
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