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Mr. Braun advised them to treat the Caroline County farm contract
and the Virginia Beach property contract as stockholder loans in
Delaware Corporation’s financial statements.
In addition, both the Caroline County farm assignment and
the Virginia Beach property assignment, which assigned Delaware
Corporation’s respective interests in the Caroline County farm
contract and the Virginia Beach property contract to a family
limited partnership (i.e., MSG-STG L.P.) controlled by Ms. Havens
and to Ms. Havens, respectively, contained acknowledgments that
Ms. Havens continued to own the Caroline County farm and the
Virginia Beach property as of the effective dates of those
assignments. Those assignments stated in pertinent part:
WHEREAS, the parties wish the Assignment to allow
Frances B. Havens to freely transfer and/or convey or
sell her ownership in the * * * [Caroline County Farm
or the Virginia Beach property] free and clear of any
claims of interest or ownership by DELAWARE CORPORATION
under the August 1, 1993 contract of purchase. [Empha-
sis added.]
On the record before us, we find that petitioners have
failed to carry their burden of establishing that the Caroline
County farm contract and the Virginia Beach property contract
conferred on Delaware Corporation as of August 1, 1993, or any
time thereafter during the years in question, the respective
benefits and burdens of ownership (i.e., equitable ownership) of
the Caroline County farm and the Virginia Beach property.
With respect to Delaware Corporation’s payments of the
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