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Flippo v. F & L Land Co., 400 S.E.2d 156, 160 (Va. 1991), and
before the equitable ownership (i.e., the benefits and burdens of
ownership) of such real property will pass from the seller to the
buyer, see Bauserman v. Digiulian, 297 S.E.2d 671 (Va. 1982).
Virginia law thus is consistent with tax law which requires that
a contract of sale of real property be “absolute and uncondi-
tional” in order for such contract to be considered a closed
transaction for tax purposes. Commissioner v. Union Pac. R.R.,
86 F.2d 637, 639 (2d Cir. 1936), affg. 32 B.T.A. 383 (1935).
In the instant cases, both the Caroline County farm contract
and the Virginia Beach property contract contained conditions
precedent that had to be satisfied. Delaware Corporation had no
obligation to make any payments of principal to Ms. Havens with
respect to the Caroline County farm note, which under the Caro-
line County farm contract was part of the purchase price, unless
and until the Caroline County farm was sold.16 Similarly, Dela-
ware Corporation had no obligation to make any payments of
principal to Ms. Havens with respect to the Virginia Beach
property note, which under the Virginia Beach property contract
was part of the purchase price, unless and until the Virginia
16Ms. Havens had no obligation under the Caroline County
farm contract to deliver a deed for the Caroline County farm
unless and until Delaware Corporation paid the Caroline County
farm note in full.
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