A company headed by Yolanda Ghadban, mother of the owners of the defunct Battlefield Builders Inc., plans to build luxury houses on seven acres of land in McLean, but a complex deal involving the property may unravel because of Fairfax County's reluctance to do business with the Ghadban family, according to county officials.

Fairfax developer P. Reed Wills agreed to sell the property to Battlefield last Aug. 8 in a contract signed by Harry Ghadban, vice president of the Prince William County development company. Battlefield gave Wills a promissory note for $10,500 as a down payment on the $210,000 purchase price, according to the contract.

When the sale was completed last Nov. 30, the settlement document recorded the incorporation of Linway Terrace Associates, with Yolanda Ghadban named as president of the company. The settlement papers also show that Battlefield Builders assigned the contract to the Linway Terrace firm. As part of the sale, Wills agreed to hold a $50,000 note, signed by Yolanda Ghadban and "unconditionally" guaranteed by Harry Ghadban, the settlement papers show.

When Wills assembled the seven-lot package at the corner of Carlin Lane and Linway Terrace, he made an agreement with Fairfax County under which he would be given county funds to help pay for improvements in storm water drainage systems on the property and for relocating utility equipment if necessary, according to the agreement on file in county records.

The county agreed to reimburse Wills for up to $93,000 of his costs in making the improvements, but would pay more if the developer produced vouchers for utility relocation work exceeding the amount. Under the agreement, Fairfax would provide Wills or his assignee up to half the total amount before work started on the drainage and utility project.

The deal between Wills and the county, however, specified that any assignment of the contract for those improvements to another builder or developer would have to be approved by Fairfax authorities. The document says county approval must be granted "if the proposed assignee is financially responsible and capable of performance."

An aide to Dranesville Supervisor Nancy Falck, within whose district the Linway Terrace property lies, said the county is unlikely to approve transfer of the storm drainage agreement to Yolanda Ghadban's company. Several county staff members also said they doubted Fairfax could approve any company tied to the financially troubled Ghadban family.

Members of the Ghadban family could not be reached for comment. Wills' attorney, Martin Walsh, said he recently was called by a representative of Linway Terrace Associates to assure him that the company is financially secure.

Lawrence Phelps, a member of the county attorney's staff, said his office is studying the sale and the assignment of the contract to Linway Terrace Associates. Wills did not ask for county approval of assignment of his storm water and utility agreement before the sale was finalized.

Wills' contract with Linway Terrace Associates says "in the event Fairfax fails to accept the assignment, the obligation of the $50,000 shall cease and terminate," Walsh said. That would mean his client probably would not be able to collect on the $50,000 note from Yolanda Ghadban.

At the time Wills sold the property to Battlefield Builders, "there was no inkling of Battlefield's financial problems," said Walsh.

Walsh said his client would welcome the chance to get the property back. Wills said he would put in a sewer system himself if he could do so. "I just don't want the county to be hurt by this at all," Wills said.

Battlefield Builders Inc. ceased its operations late last year. Its owners, Jimmy, Harry and Mary Ann Ghadban, filed individual business bankruptcy petitions in federal court in Alexandria, listing debts of $104.8 million, the total owed to creditors of their companies and for which the three together are responsible.