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over 1 month) the parties' understanding continued to be that the
buyers were possessors/owners. Quitclaim deeds from the buyers
to the sellers were held in escrow in order to convey the
condominiums back to the sellers in case of the buyers' defaults.
The purpose of the quitclaim deed was to permit the seller to
regain unfettered title by eliminating the interest held by the
partnerships (i.e. equitable interests). Accordingly, the buyers
(partnerships) had possession, profits, and an equitable interest
and had no need to seek specific performance. Although the
sellers appear to have had the ability to escape if the market
value of the condominiums exceeded the contract price, that
aspect was of little import under the circumstances existing at
the time the May agreements were executed and until the July 2,
1984, closing, just over 1 month later.
Prior opinions have reached the "option conclusion" mainly
because of the relevant amounts at risk or the lack of a
quantitatively relevant remedy. The factual differences here
caused us to reach the ultimate finding that equitable title or
the benefits and burdens of ownership of the condominiums resided
in the partnerships as of December 1983 and were not divested by
the terms of the May agreements. Under these circumstances, we
cannot conclude that the size of the downpayment or liquidated
damages should cause a finding that the December agreements were,
in effect, options and not contracts for sale. Further, Utah law
does not support an "option finding" with respect to the December
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