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Respondent argues that the failure of VRI and VCI to adhere
strictly to the terms of the Contract indicates that VRI and VCI
did not regard the Contract as binding and that we should
disregard the terms of the Contract. We disagree. The deed to
the Clubhouse was transferred into escrow before the placed-in-
service date of July 19, 1996, the relevant date for purposes of
establishing in these cases ownership of and a depreciable
interest in the Clubhouse. The fact that the deed to the
Clubhouse was not transferred into escrow until shortly before
completion of construction is not particularly significant.
Also, in light of the indicia of ownership set forth above, the
fact that a formal written lease of the Clubhouse between VRI and
VCI was not executed during the transition period is not
particularly significant. We believe that the terms under which
the Clubhouse would be operated during the transition period as
between VRI and VCI were adequately set forth in the Contract,
and respondent has pointed us to nothing that represents a
failure to adhere to that agreement in any substantial way.
Respondent relies on language in the 1999 settlement
agreement between VRI, petitioners, VCI, and members of VCI as
follows:
Turnover Date is defined as of the date when all
documents necessary to carry out this agreement are
removed from escrow * * * and ownership, possession,
and control of the property * * * is actually
transferred from VRI to VCI.
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