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petitioner's control over the residences was not as the owner of
the residences.
In addition, relocating employees, not petitioner,
controlled the disposition of the property in assigned sales.
Relocating employees decided whether to accept the third-party
offers. If a third-party sale fell through, the employee
retained the power to dispose of the residence. The employee
could cancel the contract of sale with the RSC. Respondent would
have us characterize the assigned sales as purchases of the
residences by petitioner subject to possible repurchases by
relocating employees if the assigned third-party sales fell
through. At no time did petitioner control the disposition of
the property. Respondent's characterization of assigned sales
takes substance over form to the extreme, which we refuse to do.
After a careful review of the transactions in their
entirety, we find that petitioner did not acquire beneficial
ownership of the residences of its relocating employees.
Although some aspects of the agreements between the RSC and
relocating employees support respondent's contention, the most
significant factors in this case, relocating employees' retention
of legal title, the intent of the parties, the executory nature
of the contracts of sales, and the employees' receiving any
profits from the sale to third parties, demonstrate that
relocating employees retained the benefits and burdens of
ownership of the residences. Under the facts and circumstances
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