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test, once the settlement agreement became effective, as it did
on or before December 31, 1998, it fixed W.C. Houchin Corp.’s
right to receive the settlement amount, regardless of the agreed
upon delivery date. Therefore, the all-events test was satisfied
in 1998.
b. Petitioners’ Arguments and Applicable Law
Petitioners argue that, under Colorado law, a contract must
be signed and delivered to take effect. Whether parties have
entered into a contract is a question of fact. S. Colo. MRI,
Ltd. v. Med-Alliance, Inc., 166 F.3d 1094 (10th Cir. 1999).
The settlement agreement states that “the Settling Parties
have executed this Settlement Agreement as of December 21, 1998”
and that “This Settlement Agreement shall become effective
immediately upon execution by all Settling Parties”. As all
parties signed the agreement on or before December 31, 1998, and
the agreement states that it is effective in 1998, we find that
all provisions of the settlement agreement were effective and
accordingly in force in 1998. Assuming arguendo that delivery is
required for a contract to take effect under Colorado law and
that delivery did not occur until 1999, the above-mentioned
provisions of the settlement agreement cause the effective date
of the contract to be in 1998, and therefore the all-events test
was satisfied in 1998.
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