- JCLC was formed with the investors knowing that the various pieces to allow its ultimate development were basically in place and expected the property to appreciate.
- The offer from Elite was unsolicited
- None of the owners of JCLC held broker’s licenses
- JCLC did not advertise or hire representatives.
- Although JCLC promised Elite that Triview would do certain things, this only gave Elite recourse against JCLC.
- JCLC had no employees. Although it was obligated to make improvements if Triview did not.
- The risks and rewards associated with the purchase of bonds by related parties were not directly tied to the Jackson Creek project.
- With respect to the sale to Vision, even though JCLC owners were not personally liable, they protected their interest in the balance of the land by carving off the portion going to Vision. This was a valid non-tax motivation for the transaction.
- The four year holding period and limited number of sales.
It can be pretty challenging to follow the decision. You might find this timeline helpful or not.