Jeff Properties LLC v. City of Warren ( 2023 )


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  •             If this opinion indicates that it is “FOR PUBLICATION,” it is subject to
    revision until final publication in the Michigan Appeals Reports.
    STATE OF MICHIGAN
    COURT OF APPEALS
    JEFF PROPERTIES, LLC,                                                UNPUBLISHED
    July 20, 2023
    Petitioner-Appellant,
    v                                                                    Nos. 362978; 362979
    Michigan Tax Tribunal
    CITY OF WARREN,                                                      LC Nos. 22-000204; 22-000207
    Respondent-Appellee.
    Before: CAMERON, P.J., and BORRELLO and O’BRIEN, JJ.
    PER CURIAM.
    In these consolidated appeals,1 petitioner, Jeff Properties, LLC, appeals the orders of the
    Michigan Tax Tribunal (MTT) affirming the decisions of respondent, the City of Warren, to
    “uncap” the taxable value of the relevant properties. We affirm.
    I. BACKGROUND FACTS AND PROCEDURAL HISTORY
    In 2007, John Andler and Mavis Andler (collectively “the parents”) formed petitioner, a
    limited liability company. Petitioner’s assets include two residential rental properties that are the
    subject of this dispute. In 2014, the parents assigned 100% of their interest in petitioner to their
    son, John Andler (“John Junior”).
    In 2021, John Junior, now the sole owner of petitioner, executed property transfer affidavits
    concerning the two properties. Respondent notified petitioner that these property transfers
    constituted a “transfer of ownership” under the General Property Tax Act (GPTA), MCL 211.1 et
    seq. that would result in the taxable value of the properties to become “uncapped,” and the taxes
    due on the properties increased. Petitioner appealed these decisions to the MTT, arguing the
    assignment of petitioner from the parents to John Junior was a transfer between “relatives by blood
    or affinity to the first degree,” therefore the taxable value of the properties should have remained
    1
    Jeff Props, LLC v City of Warren, unpublished order of the Court of Appeals, entered September
    21, 2022 (Docket Nos. 362978 and 362979).
    -1-
    capped. The MTT disagreed, finding there was a transfer of ownership such that the properties
    were subject to uncapping. These appeals followed.
    II. TRANSFER OF OWNERSHIP
    Petitioner argues that the assignment of Jeff Properties, LLC, from the parents to John
    Junior was a transfer of ownership between first-degree relatives. Therefore, the two properties
    were exempt from uncapping. We disagree.
    A. STANDARD OF REVIEW
    In cases where there is no allegation of fraud, “this Court reviews the [MTT’s] decision for
    misapplication of the law or adoption of a wrong principle.” Briggs Tax Serv, LLC v Detroit Pub
    Sch, 
    485 Mich 69
    , 75; 
    780 NW2d 753
     (2010). This Court should affirm the MTT’s factual
    determinations if they are “supported by competent, material, and substantial evidence on the
    whole record.” 
    Id.
     (quotation marks and citation omitted). Issues of statutory interpretation are
    reviewed de novo. 
    Id.
     “The primary goal of statutory interpretation is to give effect to the intent
    of the Legislature. The first step is to review the language of the statute. If the statutory language
    is unambiguous, the Legislature is presumed to have intended the meaning expressed in the
    statute.” Id. at 76 (citations omitted).
    B. LAW AND ANALYSIS
    Under MCL 211.27a(2), the taxable value of a property is “capped,” meaning the taxable
    value of the property may only increase by 5% of the taxable value or the inflation rate, whichever
    is lower. But, when a “transfer of ownership” occurs, the taxable value of the property becomes
    “uncapped” and the property is taxed at its state equalized value, which is generally 50% of the
    property’s true cash value. MCL 211.27a(3). In this case, respondent notified petitioner that the
    assignment of membership interest to John Junior constituted a “transfer of ownership” such that
    the taxable value of the two properties became “uncapped.” The uncapping of the properties’
    taxable values caused their respective taxes owed to increase. The question on appeal is whether
    the assignment of membership interest was a “transfer of ownership” such that the properties were
    subject to uncapping.
    “ ‘[T]ransfer of ownership’ means the conveyance of title to or a present interest in
    property, including the beneficial use of the property, the value of which is substantially equal to
    the value of the fee interest.” MCL 211.27a(6). MCL 211.27a(6) lists several transactions which
    are classified as “transfer[s] of ownership.” These include “a conveyance of an ownership interest
    in a corporation, partnership, sole proprietorship, limited liability company, limited liability
    partnership, or other legal entity if the ownership interest conveyed is more than 50% of the
    corporation, partnership, sole proprietorship, limited liability company, limited liability
    partnership, or other legal entity.” MCL 211.27a(6)(h).
    -2-
    While MCL 211.27a(6) lists the types of transactions that are “transfer[s] of ownership”
    subject to uncapping, MCL 211.27a(7) lists certain transactions that are not considered transfers
    of ownership and are therefore exempt from uncapping. Relevant here, MCL 211.27a(7)(t) states:
    Transfer of ownership does not include . . . [b]eginning December 31, 2013
    through December 30, 2014, a transfer of residential real property if the transferee
    is related to the transferor by blood or affinity to the first degree and the use of the
    residential real property does not change following the transfer.
    In April 2014, the parents executed an “Assignment of Membership Interest in Jeff
    Properties, LLC” in which they “convey[ed], transfer[red], and assign[ed] all of their right, title,
    and interest in and to all their membership interests in Jeff Properties, LLC” to John Junior. This
    included: “[A]ny and all of the transferors’ rights to participate in the management and affairs of
    the Company, and to exercise any rights of a member in the Company.” John Junior, as transferee,
    “accept[ed] such conveyance, transfer, and assignment and agree[d] to be bound by and to hold
    such membership interest subject to the terms and conditions of the Operating Agreement . . . .”
    The MTT correctly determined that this assignment constituted a “transfer of ownership”
    under MCL 211.27a(6)(h). The assignment had the effect of conveying the 100% ownership
    interest in Jeff Properties, LLC, from the parents to their son, John Junior. Thus, there was a
    “transfer of ownership” under subsection (6)(h), and the two properties were subject to uncapping
    under MCL 211.27a.
    While petitioner agrees that a “presumptive transfer of ownership” under MCL
    211.27a(6)(h) had occurred, it argues that the two properties were not subject to uncapping because
    the assignment of membership interest fell under the “exception” at MCL 211.27a(7)(t). At the
    outset, we disagree that there are “exceptions” to the uncapping rules. Subsection (6) lists the
    transactions that are “transfer[s] of ownership,” and subsection (7) lists the transactions that are
    not “transfer[s] of ownership.” In other words, a transaction is either a transfer of ownership or it
    is not. As discussed, the transaction at issue—the assignment of membership interest in Jeff
    Properties, LLC—was plainly a transfer of ownership and is therefore subject to the uncapping
    rules.
    Turning to the merits, petitioner’s reliance on MCL 211.27a(7)(t) is misplaced.
    Subsection (7)(t) requires that the transferee be “related to the transferor by blood or affinity to the
    first degree.” Here, the two properties at issue are owned by petitioner, a limited liability
    corporation. As already explained, a transfer of ownership occurred when John Junior obtained
    100% interest in petitioner. While the parents and John Junior are certainly related “by blood or
    affinity to the first degree,” the transfer between the parents and John Junior was of the type of
    property that was subject to uncapping. Rather, the parents conveyed Jeff Properties, LLC to John
    -3-
    Junior. In doing so, the parents conveyed the holding company that owned those properties.
    Because the conveyance of the two properties was a transfer of ownership in the context of the
    limited liability company, the transfer is subject to uncapping under subsection (6)(h) and the MTT
    did not err when it concluded as such.
    Affirmed.
    /s/ Thomas C. Cameron
    /s/ Stephen L. Borrello
    /s/ Colleen A. O’Brien
    -4-
    

Document Info

Docket Number: 362978

Filed Date: 7/20/2023

Precedential Status: Non-Precedential

Modified Date: 7/21/2023