Petitioner Jordan Marsh & Company conveyed the fee of two parcels on which it operated a department store in Boston.

In return, petitioner received a cash payment which represented the fair market value of the properties.

Petitioner also received long-term leases of the same properties, with a conditional option to renew.

By the transaction, petitioner's capital invested in the real estate had been completely liquidated for cash to an amount fully equal to the value of the fee.

Because petitioner received cash for the full value of the property conveyed, the court held the transaction had to be classified as a sale.