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conferred the burdens and benefits of ownership on the
partnerships. We now consider under Federal law whether, in
substance, a sale occurred in 1983 . Even though the form of a
transaction may effect a particular result, a Federal court may
find that, in substance, the transaction was something other than
its form. Gregory v. Helvering, 293 U.S. 465 (1935).
The December agreements, although brief, are unambiguous
binding sales contracts under Utah law. It is significant that
the basic operative sale components of the December 1983
agreements and memoranda were not changed in the May 1984
agreements. The cost, method of payment, time of payment, and
other major operative terms and obligations remained the same.
In all agreements, the parties recited that the benefits and
burdens of ownership were in the partnerships or buyers as of
December 1983. In addition, unlike prior cases, the condominium
units were completed and had been placed on the rental market
prior to the parties' agreements. Rents were being collected,
condominium management was aware of the partnerships' ownership,
and allocations of income and expenses were made from the time of
the December agreements.
The May 1984 agreements made additions to the December
agreements by including the $50,000 judgment notes, prorating
real estate taxes, requiring title insurance, and providing for
specific remedies in the case of default. Accordingly, from the
time of the December 1983 agreements until execution of the May
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