Amdahl Corporation and Consolidated Subsidiaries - Page 24

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          particular offer, and petitioner made all decisions regarding the           
          disposition of the residences.  Petitioner did not have a                   
          contractual right to dispose of the residences or to convey the             
          residences to itself.  Petitioner's control over the residences             
          does not make it the owner of the residences.  When a property              
          owner grants an option to purchase property, the owner may                  
          relinquish control over the disposition of the property but                 
          retain ownership of the property until the option is exercised.             
          See Penn-Dixie Steel Corp. v. Commissioner, 69 T.C. 837, 844-845            
          (1978).                                                                     
               We view petitioner's control over the residences to be a               
          form of security for petitioner to control the amount of its                
          relocation expenditures.  The purpose of the deed in blank was to           
          facilitate the sale to a third party because many employees moved           
          to the new location before the third-party sale occurred.  It was           
          not the purpose of the deed in blank to enable the RSC to gain              
          title to the property.  The contracts of sale also protected                
          petitioner so that it would be indemnified for its equity and               
          maintenance payments.  To that end, the contracts of sale                   
          provided that in the event that the employees defaulted, the                
          equity payment was refundable.  Upon refund of all money received           
          from the RSC, the contracts of sale would terminate.  The default           
          and termination provisions are inconsistent with the acquisition            
          of equitable ownership of the residences.  We find that                     






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