Third District Court of Appeal
State of Florida
Opinion filed March 15, 2023.
Not final until disposition of timely filed motion for rehearing.
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No. 3D22-835
Lower Tribunal No. 21-18225
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S and A Property Investment Services, LLC,
Appellant,
vs.
Pedro J. Garcia, etc., et al.,
Appellees.
An Appeal from the Circuit Court for Miami-Dade County, Pedro P.
Echarte, Jr., Judge.
Law Office of Stanley H. Beck, and Stanley H. Beck (Hallandale
Beach), for appellant.
Geraldine Bonzon-Keenan, Miami-Dade County Attorney, and Daija
Page Lifshitz, Assistant County Attorney, for appellees Pedro J. Garcia and
Peter Cam.
Before SCALES, MILLER and BOKOR, JJ.
SCALES, J.
Appellant, plaintiff below, S and A Property Investment Services, LLC
(“Taxpayer”), appeals an April 26, 2022 final summary judgment entered in
favor of appellees, defendants below, Pedro J. Garcia, the Miami-Dade
County Property Appraiser (“Property Appraiser”) and Jim Zingale, executive
director of the Florida Department of Revenue. 1 The trial court’s summary
judgment confirmed a determination by both the Property Appraiser and the
Miami-Dade County Value Adjustment Board (“VAB”) that, under the facts
presented, the conveyance of the subject non-homestead residential
property from Taxpayer’s owners to Taxpayer constituted a “change of
ownership or control” of the property. As such, the trial court found, pursuant
to section 193.1554(3) of the Florida Statutes, that the Taxpayer lost its
annual assessment cap (the “10% Assessment Limitation”).
We affirm because the Taxpayer’s assertion that the conveyance to
Taxpayer was merely a transfer between legal and equitable title, rather than
a change of ownership, is belied by (i) the plain language of section
193.1554, (ii) the subject quitclaim deed, and (iii) Florida’s limited liability
company (LLC) law.
I. Relevant Factual Background
1
The Florida Department of Revenue filed a notice of joinder below, adopting
the Property Appraiser’s pleadings at the summary judgment stage. The
Department did not file an answer brief with this Court.
2
In 2000, Sylvester and Angela Anderson (the “Andersons”) purchased,
as tenants by the entireties, a non-homestead property in Miami (the
“Subject Property”). In 2015, the Andersons established Taxpayer, a for-
profit Florida limited liability company, with the Florida Department of State’s
Division of Corporations. Angela Anderson owns fifty-one percent of
Taxpayer; Sylvester Anderson owns the remaining forty-nine percent.
In June 2019, the Andersons executed a quitclaim deed transferring to
Taxpayer fee simple interest in the Subject Property. The Andersons
received no consideration for the transfer, and, according to the testimony of
Angela Anderson, the Andersons transferred the Subject Property to
Taxpayer so that the Andersons would not face any personal tort liability
arising from their ownership of the Subject Property.
While the Andersons owned the Subject Property as tenants by the
entireties, they enjoyed the 10% Assessment Limitation for non-homestead
residential property on the Subject Property. In January 2020, though, after
the 2019 transfer of the Subject Property from the Andersons to Taxpayer,
the Property Appraiser re-assessed the Subject Property at its just value,
thereby removing the 10% Assessment Limitation. Without the benefit of the
10% Assessment Limitation that the Andersons had enjoyed, the Property
3
Appraiser’s assessed value of the Subject Property rose from $104,023 in
2019, to $273,409 in 2020, resulting in an increased property tax liability.
II. Procedural History
Taxpayer appealed its 2020 tax assessment to VAB, challenging the
Property Appraiser’s decision to remove the 10% Assessment Limitation
from the Subject Property. The VAB magistrate ruled in favor of the Property
Appraiser and denied Taxpayer’s VAB appeal.
Taxpayer then, pursuant to sections 194.036(2) and 194.171 of the
Florida Statutes, 2 filed a two-count complaint in circuit court. Count II of
Taxpayer’s complaint challenged the Property Appraiser’s removal of the
Andersons’ 10% Assessment Limitation. 3
The parties filed cross-motions for summary judgment. Taxpayer’s
summary judgment evidence consisted of an affidavit by Angela Anderson
stating the legal conclusion that the Andersons retained equitable ownership
of the Subject Property after quitclaiming the Subject Property to Taxpayer.
Thus, according to Angela Anderson’s affidavit, the transfer was “between
2
These related statutes provide a taxpayer with the right to file an action in
circuit court to contest a tax assessment.
3
Count I of the complaint, which eventually was dismissed, challenged the
market value assigned to the Subject Property, and is not a part of this
appeal.
4
legal and equitable title,” and therefore, did not constitute a “change of
ownership” under section 193.1554(5). After an April 18, 2022 hearing on
the parties’ competing summary judgment motions, the trial court entered
the challenged April 26, 2022 final summary judgment in favor of the
Property Appraiser, rejecting Taxpayer’s assertion that the Andersons had
retained equitable title after transferring the Subject Property to Taxpayer.
The trial court found that nothing in the quitclaim deed or in Taxpayer’s LLC
operating agreement indicated that the Andersons retained equitable title in
the Subject Property. Taxpayer timely appealed the judgment.
III. Analysis4
A. Section 193.1554
As mentioned above, section 193.1554(3) provides that any change
resulting from the annual assessment of a non-homestead residential
property is capped at ten percent of the assessed value of the property for
the prior year. § 193.1554(3), Fla. Stat. (2020). The property retains this 10%
Assessment Limitation so long as the property does not undergo “a change
of ownership or control.” § 193.1554(5), Fla. Stat. (2020). If, however, there
4
This Court reviews de novo a trial court’s summary judgment. Ibarra v. Ross
Dress for Less, Inc.,
350 So. 3d 465, 467 (Fla. 3d DCA 2022). A trial court’s
interpretation of a statute is reviewed de novo as well. Rahimi v. Global
Discoveries Ltd., LLC,
252 So. 3d 804, 806 (Fla. 3d DCA 2018).
5
is “a change of ownership or control,” the property “shall be assessed at just
value as of January 1 of the year following such change in ownership or
control.”
Id.
Section 193.1554(5) defines “a change of ownership or control” as
“any sale, foreclosure, transfer of legal title or beneficial title in equity to any
person, or the cumulative transfer of control or of more than 50 percent of
the ownership of the legal entity that owned the property when it was most
recently assessed at just value.”
Id.
The statute contains four express exemptions to this definition. The
exemption at issue in the instant case reads as follows: “There is no change
of ownership if: . . . [t]he transfer is between legal and equitable title.” §
193.1554(5)(b), Fla. Stat. (2020).
B. Crescent City Miami and Kuro cases
Taxpayer asserts on appeal, as it did below, that the Property
Appraiser wrongfully characterized the Andersons’ 2019 conveyance of the
Subject Property to Taxpayer as a change of ownership of the property.
Taxpayer asserts that when real property is transferred from two married
individuals to an LLC that is owned solely by the two married individuals, as
occurred here, only a transfer between legal and equitable title has occurred,
and ownership has not changed for the purposes of section 193.1554(5)(b).
6
In support of its argument, Taxpayer relies on two cases construing a
different statute from the one involved here – section 201.02(1) of the Florida
Statutes, the documentary tax statute. 5 These cases are Crescent Miami
Center, LLC v. Florida Department of Revenue,
903 So. 2d 913 (Fla. 2005)
and Kuro, Inc. v. State Department of Revenue,
713 So. 2d 1021 (Fla. 2d
DCA 1998). The Crescent Miami Center Court held that “the transfer of
property between a grantor and its wholly owned grantee, absent any
exchange of value, is without consideration or a purchaser and thus not
subject to the documentary stamp tax in section 201.02(1).” Crescent,
903
So. 2d at 919; see Kuro, Inc.,
713 So. 2d at 1022 (“[w]e conclude that Kuro
was not a purchaser within the meaning of section 201.02(1) and, thus, no
additional taxes were due. Section 201.02(1) applies to transfers of real
estate for consideration to a ‘purchaser.’”)
Taxpayer asserts that the transfer from the Andersons to Taxpayer is
identical to the transfers in Crescent Miami Center and Kuro, Inc. where in
each of those cases the courts concluded that the challenging taxpayer was
not a “purchaser” under section 201.02(1). Crescent Miami Center,
903 So.
5
In relevant part, this statute provides that when a deed for real property is
conveyed, the purchaser shall pay a documentary stamp tax of $.70 per
every $100 of consideration paid for that real property. § 201.02(1), Fla. Stat.
(2020).
7
2d at 919; Kuro, Inc.,
713 So. 2d at 1022 (holding that the “beneficial
ownership of the land remained unchanged.”). Taxpayer urges us to come
to a similar conclusion when analyzing the transactions under section
193.1554(5).
The inquiry in both Crescent Miami Center and Kuro, Inc. was whether,
under section 201.02(1), there had been a sale, supported by consideration,
to a “purchaser.” As the Crescent Miami Center and Kuro, Inc. Courts held,
documentary tax liability under section 201.02(1)’s plain language is
triggered only when there is a “purchaser” and, relatedly, when there is
“consideration.” Crescent Miami Center,
903 So. 2d at 918; Kuro, Inc.,
713
So. 2d at 1022. While our inquiry under section 193.1554(5) might seem
similar to the inquiry undertaken by the Crescent Miami Center and Kuro,
Inc. courts, our focus is not whether there was a purchaser and consideration
for the transaction. Rather, our focus, based on section 193.1554(5)’s plain
language, is whether there was a “change of ownership.” Clearly, the transfer
of the property from the Andersons – who held the property in the entireties
– to Taxpayer, a Florida LLC, constituted a change of ownership.
Taxpayer is an entity separate and distinct from its owners, the
Andersons. § 605.0108(1), Fla. Stat. (2020); Palma v. S. Fla. Pulmonary &
Critical Care, LLC,
307 So. 3d 860, 866 (Fla. 3d DCA 2020 (“[A]n LLC is an
8
autonomous legal entity, separate and distinct from its members”). 6 Indeed,
the purpose of the 2019 transfer of the Subject Property to an LLC was to
separate the Andersons from their ownership of the property so that tort
liability for occurrences on the property would not touch them. Nothing in the
summary judgment record indicates that this purpose was not effectuated by
the transfer.
Plainly, there was a “change of ownership” – as that term is defined in
section 193.1554(5) – in the Subject Property. The transfer to LLC ownership
was not a mere “book transaction,” as Taxpayer suggests. We find
Taxpayer’s reliance on Crescent Miami Center and Kuro, Inc. unpersuasive.
C. Transfer between Legal and Equitable Title – the Statutory
Exception
Finally, Taxpayer asserts that, because the Andersons control
Taxpayer, the 2019 transfer was merely “between legal and equitable title,”
6
While not critical to our analysis, we note that, contrary to Taxpayer’s
assertion, this transfer was not a mere “book transaction” whereby they
“received no interest in the property that they did not already have before the
transfer.” Crescent Miami Center,
903 So. 2d at 916. Before the transfer,
each Anderson spouse, as a tenant in the entirety, owned a one hundred
percent undivided interest by the property with a right of survivorship. See
Beal Bank, SSB v. Almand & Assocs.,
780 So. 2d 45, 52 (Fla. 2001). After
the transfer, Angela Anderson owned a fifty-one percent interest and
Sylvester Anderson owned a forty-nine percent interest in Taxpayer.
Additionally, the summary judgment record does not indicate that the
Andersons’ ownership interest in Taxpayer was subject to a right of
survivorship.
9
and therefore, pursuant to the statutory exception found in section
193.1554(5)(b), no change of ownership occurred. Put another way,
Taxpayer argues that only legal title to the Subject Property was transferred
by the quitclaim deed, and that the Andersons retained equitable title to the
Subject Property because they are the owners of Taxpayer. They claim the
authority to “revest” ownership of the Subject Property.
In our view, Taxpayer’s argument misapprehends the effect of a
quitclaim deed, Florida LLC law, and equitable ownership. First, it is black-
letter Florida real property law that when a grantor delivers a quitclaim deed,
the grantor is divested of any interest in the deeded property, and any
interest of the grantor vests in the grantee. See June Sand Co. v. Devon
Corp.,
23 So. 2d 621, 623 (Fla. 1945). “When the language of a deed is clear
and certain in meaning and the grantor's intention is reflected by the
language employed, there is no room for judicial construction of the language
nor interpretation of the words used.” Rogers v. United States,
184 So. 3d
1087, 1095 (Fla. 2015) (quoting Saltzman v. Ahern,
306 So. 2d 537, 539
(Fla. 1st DCA 1975)). The quitclaim deed in this case unambiguously
transferred fee simple ownership of the Subject Property to Taxpayer.
Neither the deed, nor any other document in the summary judgment record,
10
purports to reserve to the Andersons any interest, equitable or otherwise, in
the Subject Property.
Also, of import here, the grantee Taxpayer is a Florida limited liability
company. Section 605.0110 of the Florida Statutes unequivocally specifies
that “[a]ll property originally contributed to the limited liability company or
subsequently acquired by a limited liability company by purchase or other
method is limited liability company property.” § 605.0110(1), Fla. Stat.
(2019). “It is basic hornbook law that ‘corporate property is vested in the
corporation itself, and not in the individual stockholders, who have neither
legal nor equitable title in the corporate property.’” Brevard Cnty. v. Ramsey,
658 So. 2d 1190, 1196 (Fla. 5th DCA 1995) (quoting In re Miner,
177 B.R.
104, 106 (Bankr. N.D. Fla. 1994) (emphasis added)). Consequently, an LLC
member has “no interest in any specific limited liability company property.” §
605.0110(4), Fla. Stat. (2019) (emphasis added).
Taxpayer has cited no authority for the proposition that owners or
members of an LLC who convey, via quitclaim deed, real property to an LLC
retain, as a matter of law, the equitable title to the conveyed property
because those owners or members control the LLC. We therefore agree with
the Property Appraiser, VAB, and the trial court that, for the purposes of
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section 193.1554(5)(b), the Andersons did not retain equitable ownership of
the Subject Property when they conveyed the Subject Property to Taxpayer.
IV. Conclusion
The transfer from the Andersons to the Taxpayer constituted a “change
of ownership” of the Subject Property. While we are not unsympathetic to
Taxpayer’s argument that the 10% Assessment Limitation should be
retained under the circumstances presented here, we are simply not free, by
judicial fiat, to craft what would amount to a fifth exception to section
193.1554(5) to exempt from the definition of “change of ownership” any real
property transfer from individuals to a Florida limited liability company wholly
owned by such individuals. We therefore affirm the trial court’s final summary
judgment for appellees.
Affirmed.
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