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Beach property was sold.17 At all relevant times after July 31,
1993, the Caroline County farm and the Virginia Beach property
remained unsold, and Delaware Corporation did not make any
payments to Ms. Havens on the Caroline County farm note or the
Virginia Beach property note.18
In addition, the Caroline County farm contract and the
Virginia Beach contract contained other provisions which indicate
that Ms. Havens did not transfer to Delaware Corporation as of
August 1, 1993, or any time thereafter during the years in
question, the respective benefits and burdens of ownership of the
Caroline County farm and of the Virginia Beach property. Pursu-
ant to those respective contracts, Delaware Corporation was not
permitted to (1) make any improvements to the respective proper-
ties without first obtaining Ms. Havens’s written approval or
(2) mortgage such respective properties to pay the Caroline
County farm note and the Virginia Beach property note, respec-
tively, without the consent of Ms. Havens.
Another factor indicating that Ms. Havens did not transfer
17Ms. Havens had no obligation under the Virginia Beach
property contract to deliver a deed for the Virginia Beach
property unless and until Delaware Corporation paid the Virginia
Beach property note in full.
18The Caroline County farm contract and the Virginia Beach
property contract did not specify any dates by which the Caroline
County farm and the Virginia Beach property, respectively, were
to be sold. As a result, the respective maturity dates for the
Caroline County farm note and the Virginia Beach property note
were open-ended.
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