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effective dates of the Caroline County farm contract and the
Virginia Beach property contract, Delaware Corporation completed
several major construction projects for which it had been able to
obtain the financing and the bonding that permitted it to bid
successfully on such projects.
At all relevant times, including the respective effective
dates of the Caroline County farm contract and the Virginia Beach
property contract and all relevant times thereafter during the
taxable years in question,6 petitioners did not intend that Ms.
Havens transfer to Delaware Corporation equitable ownership of
and legal title to the Caroline County farm and the Virginia
Beach property. Thus, Delaware Corporation assigned its interest
in the Caroline County farm contract (Caroline County farm
assignment) to MSG-STG L.P., a family limited partnership con-
trolled by Ms. Havens. The Caroline County farm assignment,
which was effective as of November 9, 1994, provided in pertinent
part as follows:
THIS ASSIGNMENT of Contract Interest, made Novem-
ber 9, 1994, by and between DELAWARE CORPORATION, a
Virginia Corporation (Assignor), and MSG-STG L.P., a
Virginia Limited Partnership (Assignee).
6The taxable years for which respondent determined deficien-
cies and penalties against Ms. Havens and Mr. Barber are 1994 and
1995. The taxable years for which respondent determined defi-
ciencies and penalties against Delaware Corporation are 1994 and
1997. The deficiency and the penalty that respondent determined
for Delaware Corporation’s taxable year 1997 are attributable to
respondent’s disallowance of a claimed NOL carryforward from its
taxable year 1995.
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