Amdahl Corporation and Consolidated Subsidiaries - Page 17

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                    (4) whether the contract creates a present                        
                    obligation on the seller to execute and                           
                    deliver a deed and a present obligation on                        
                    the purchaser to make payments; (5) whether                       
                    the right of possession is vested in the                          
                    purchaser; (6) which party pays the property                      
                    taxes; (7) which party bears the risk of loss                     
                    or damage to the property; and (8) which                          
                    party receives the profits from the operation                     
                    and sale of the property. * * * [Id. at 1237-                     
                    1238; citations omitted.]                                         
               Although passage of a title is not determinative, it is an             
          important factor in whether a sale has occurred.  Harmston v.               
          Commissioner, 61 T.C. 216, 229 (1973), affd. 528 F.2d 55 (9th               
          Cir. 1976); Ryan v. Commissioner, T.C. Memo. 1995-579.                      
          Relocating employees delivered signed deeds to the RSC that                 
          omitted the names of the grantees.  The employees authorized the            
          RSC, by a power of attorney, to fill in the grantees' names.                
          Respondent concedes that petitioner did not acquire legal title             
          to the residences.  Title remained with the relocating employees            
          and passed directly to the third-party purchasers.                          
               As petitioner did not acquire legal ownership of the                   
          residences, we must determine whether it acquired beneficial                
          ownership of the residences.  Deyoe v. Commissioner, 66 T.C. 904,           
          910 (1976).  We find that petitioner did not acquire beneficial             
          ownership of the residences.  In part, respondent's argument that           
          petitioner owned the residences is based on an agency                       
          relationship existing between petitioner and the RSC.  Respondent           
          cites petitioner's relocation brochure which refers to the RSC as           
          a third-party agent as evidence of the agency relationship                  

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