Arbor Towers Associates, Ltd. - Page 7




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          exceeded the sale price, the contribution took place in 1992 when           
          the contract was signed and not 1993.                                       
               Regarding the first theory, we reject respondent's                     
          contention that Arbor did not own an interest in Wolverine Tower            
          to convey to U of M.  The leaseback contract clearly conveyed to            
          Arbor both the "improvements" on the land and Wolverine's                   
          interest in the land lease.  Although we are unable to find that            
          Wolverine executed a deed transferring the building from                    
          Wolverine to Arbor, a deed was not required to transfer ownership           
          under the facts herein.  The leaseback contract stated that upon            
          satisfactory completion of the leaseback contract terms and                 
          payments, Wolverine was to deliver to Arbor "a duly executed                
          warranty bill of sale, * * * of the Improvements, Fixtures and              
          Equipment, sufficient to transfer to the Purchaser the title to             
          the Improvements, Fixtures and Equipment".  While petitioner's              
          case would have been strengthened by evidence that the                      
          contemplated "bill of sale" was ultimately executed, the absence            
          of this is not controlling.6  Gordon's testimony that Arbor                 
          acquired Wolverine Tower under the leaseback contract is                    
          corroborated by documentary evidence.  On the totality of this              




               6The record contains no evidence of whether a bill of sale             
          or other document (in addition to the leaseback contract)                   
          conveying the title to the improvements was executed.                       




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