Delaware Corp., et al. - Page 41

                                       - 41 -                                         
               time by paying the balance of the full purchase price.                 
               See Goldberg v. Commissioner, T.C. Memo. 1997-74; see                  
               also Major Realty Corp. v. Commissioner, supra at 1487;                
               Grodt & McKay Realty, Inc. v. Commissioner, 77 T.C.                    
               1221, 1237-1238 (1981); Musgrave v. Commissioner, T.C.                 
               Memo. 2000-285; Berger v. Commissioner, T.C. Memo.                     
               1996-76; Spyglass Partners v. Commissioner, T.C. Memo.                 
               1995-452.  When a buyer, by virtue of such incidents,                  
               would be considered to have obtained equitable owner-                  
               ship under State law, a sale will generally be deemed                  
               completed for Federal tax purposes. * * *                              
               As required by Keith v. Commissioner, supra, we shall                  
          examine the law of the Commonwealth of Virginia (Virginia law)15            
          to determine whether as of August 1, 1993, or any time thereafter           
          during the years in question, the Caroline County farm contract             
          and the Virginia Beach contract conferred on Delaware Corporation           
          the benefits and burdens of ownership (i.e., equitable ownership)           
          of the Caroline County farm and the Virginia Beach property.                
               Under Virginia law, generally when a contract for the sale             
          and purchase of real property is executed, the equitable owner-             
          ship (i.e., the benefits and burdens of ownership) of the real              
          property is transferred from the seller to the buyer.  See Lipps            
          v. First Am. Serv. Corp., 286 S.E.2d 215, 220 (Va. 1982); Sale v.           
          Swann, 120 S.E. 870, 873 (Va. 1924).  Where a contract for the              
          sale and purchase of real property contains a condition prece-              
          dent, that condition must be satisfied before a party to such               
          contract may seek specific performance of such contract, see                


               15The Caroline County contract and the Virginia Beach con-             
          tract provided that Virginia law was to govern the interpretation           
          of those respective contracts.                                              




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