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county in a dump on the 76.5 acres. The buyers had the right to
cancel the contract if they could not do so.
Petitioners transferred the 76.5 acres to the buyers by
warranty deed on October 16, 1991. The buyers paid $1.2 million
for the 76.5 acres. Petitioners mined about 130,000 cubic yards
of sand from the 76.5 acres during the time the contract was
executory. The buyers did not request any price adjustment.
Florida had a bulk sale law when petitioners exchanged the
76.5 acres with the buyers that required parties to a transfer of
a business to list all equipment, materials, and stock in trade
to avoid the presumption that the transfer is a fraudulent
conveyance. Fla. Stat. Ann. secs. 676.101-109 (West
1993)(repealed by 1993 Fla. Laws ch. 93-77, sec. 3). Burke did
not try to comply with the bulk sale law because he believed
petitioners exchanged real estate, not a business with equipment
or stock in trade. The buyers did not receive a bill of sale for
any chattels. Burke obtained land title insurance and paid for
real estate documentary stamps based on the $1.2 million contract
price.
The 76.5 acres remained zoned for a mobile home park during
the time petitioners held it.
In exchange for the 76.5 acres, petitioners received title
to the Mosquito Control Building, Palm Coast Storage, and a bank
building (the acquired properties). The acquired properties were
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