Toledo Public Schools Board of Education v. Lucas County Board of Revision ( 2010 )

[Cite as Toledo Pub. Schools Bd. of Edn. v. Lucas Cty. Bd. of Revision, 124 Ohio St.3d 490,
2010-Ohio-253.]
TOLEDO PUBLIC SCHOOLS BOARD OF EDUCATION, APPELLEE, v . LUCAS
COUNTY BOARD OF REVISION ET AL., APPELLEES; MICHAELMAS MANOR, AN
OHIO LIMITED PARTNERSHIP ET AL., APPELLANTS.
[Cite as Toledo Pub. Schools Bd. of Edn. v. Lucas Cty. Bd. of Revision, 124
Ohio St.3d 490, 2010-Ohio-253.]
Boards of Revision — Jurisdiction over valuations complaints — R.C. 5715.19(A)
— Complaint is jurisdictionally sufficient when it implies complainant’s
status as an agent of the owner and is filed by the agent’s lawyer —
Decision reversed.
(No. 2009-0849 — Submitted January 26, 2010 — Decided February 3, 2010.)
APPEAL from the Board of Tax Appeals, No. 2008-B-2080.
__________________
Per Curiam.
{¶ 1} Michaelmas Manor, an Ohio Limited Partnership (“Michaelmas”),
and Vistula Management Company (“Vistula”) appeal from a decision of the
Board of Tax Appeals (“BTA”) that found that Vistula’s valuation complaint was
jurisdictionally defective.1 Vistula manages Michaelmas Manor’s subsidized
housing for the elderly. The BTA determined that Vistula “did not identify itself
as a representative of the owner, but identified itself as an independent
complainant.” Because, apart from its relationship to the property owner, Vistula
could not demonstrate any statutory authority to file the complaint, the BTA
ordered that the case be remanded to the Lucas County Board of Revision
(“BOR”) with instructions that the valuation complaint be dismissed.
{¶ 2} On appeal, Vistula asserts as its primary argument that it did act in
the capacity of representing the owner when it filed the complaint, inasmuch as
1. In this opinion, “Vistula” refers, as indicated by the context, to the management company only
or to the management company and Michaelmas collectively.
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Vistula identified itself as a “management company” on the face of the complaint.
Additionally, Vistula relies on the management agreement it submitted to the
BTA to establish its status as designated agent of the owner for purposes of filing
property-tax valuation appeals. Because we agree that Vistula manifestly acted as
a representative and agent of the owner, and because the complaint was duly
prepared and filed by an attorney, we reverse the decision of the BTA and remand
for further proceedings.
Facts
{¶ 3} On March 25, 2008, Vistula filed a complaint against the valuation
of the property at issue, which is a subsidized apartment complex encompassing
ten acres. The complaint identified Michaelmas as the owner and listed “Vistula
Management Company” on line two as “Complainant if not owner.” The line
indicating “Complainant’s agent” identified Douglas A. Wilkins as the agent for
Vistula. Finally, on line five, Vistula wrote “Management company” as
“Complainant’s relationship to the property.”
{¶ 4} In response to the filing of the complaint, the Toledo Public
Schools Board of Education (“school board”) filed a countercomplaint that sought
to retain the auditor’s valuation.
{¶ 5} The auditor had valued the site at $3,415,300, and apparently
because of the appraisal submitted by Vistula, the BOR lowered the valuation to
$2,740,000. The school board appealed to the BTA, where it moved for a remand
with instructions to dismiss. The school board argued that because Vistula had
listed itself as “complainant if not owner” rather than as an agent of the owner,
and because Vistula had no standing apart from its status as agent, the complaint
should be dismissed. See Toledo Public Schools Bd. of Edn. v. Lucas Cty. Bd. of
Revision (June 22, 2007), BTA No. 2006-M-1707, 2007 WL 1946467.
{¶ 6} Vistula opposed the motion and submitted a copy of the
management agreement between Michaelmas and Vistula as an attachment to its
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memorandum. Notably, that agreement confers “complete authority and
responsibility” on Vistula to pay taxes for the property and to file “real estate
valuation tax appeals when appropriate.”
{¶ 7} On April 14, 2009, the BTA issued its decision. The BTA
concluded that Vistula’s arguments in support of jurisdiction lacked merit because
the present case was not one “where a representative of the property owner” had
“prepared and filed a complaint in a representative capacity.” Unlike the situation
presented in other cases, Vistula “did not identify itself as a representative of the
owner, but identified itself as an independent complainant, different from the
owner.”
{¶ 8} The BTA held that because Vistula had identified itself as a non-
owner complainant, it had the burden to show “independent statutory authority to
file a complaint.” Since Vistula did not itself own any property in the county, the
BTA ruled that the BOR had erred by exercising jurisdiction to determine the
complaint.
{¶ 9} The BTA ordered the case remanded with instructions that the
BOR dismiss the underlying complaint. Vistula has appealed that decision to this
court, and we now reverse.
Analysis
{¶ 10} It is now well settled that the language of R.C. 5715.19(A)
establishes the jurisdictional gateway to obtaining review by the boards of
revision: it authorizes complaints from particular actions of the county auditor,
and it then specifies what persons or entities “may file such a complaint.” The list
of who may complain includes “[a]ny person owning taxable real property in the
county or in a taxing district with territory in the county,” and the statute specifies
persons who may file on behalf of an owner. Additionally, the statute authorizes
certain local officials or boards to file (most prominently a board of education
with territory in the county). A complaint filed by a person who is not identified
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by the statute as one who may file a complaint does not vest jurisdiction in the
board of revision to review the auditor’s valuation. The classification is important
because R.C. 5715.13 directs that a board of revision not “decrease any valuation”
unless a party who is authorized by R.C. 5715.19(A) to do so files the complaint.
See Middleton v. Cuyahoga Cty. Bd. of Revision (1996), 74 Ohio St.3d 226, 227-
228, 658 N.E.2d 267; Buckeye Foods v. Cuyahoga Cty. Bd. of Revision (1997), 78
Ohio St.3d 459, 461, 678 N.E.2d 917; Soc. Natl. Bank v. Wood Cty. Bd. of
Revision (1998), 81 Ohio St.3d 401, 403, 692 N.E.2d 148; Victoria Plaza Ltd.
Liab. Co. v. Cuyahoga Cty. Bd. of Revision (1999), 86 Ohio St.3d 181, 183, 712
N.E.2d 751; Village Condominiums Owners Assn. v. Montgomery Cty. Bd. of
Revision, 106 Ohio St.3d 223, 2005-Ohio-4631, 833 N.E.2d 1230, ¶ 6, 7.
{¶ 11} Vistula claims that it may assert Michaelmas’s right as owner to
file the complaint because as property manager under an extensive and detailed
management agreement, it acts on behalf of and for the benefit of Michaelmas in
filing the complaint. Although Vistula identified itself as the “Complainant if not
owner” on the complaint, Vistula also set forth its relationship to the property as
“management company.” Vistula argues that this disclosure plainly indicated that
it was acting on behalf of the owner.
{¶ 12} At the outset, we agree with the BTA and the school board that
Vistula had no standing to file independently of its relationship to the property
owner. Accordingly, if the complaint failed to assert Vistula’s representative
capacity, the case law would require that the complaint be dismissed.
{¶ 13} We consider Vistula’s argument in two steps. First, we review the
BTA’s determination that Vistula did not file the complaint in a representative
capacity. If that determination is correct, then the BTA’s decision should be
affirmed. If the BTA’s determination is not correct, we must then consider
whether a property manager, acting through its lawyer, can legally serve as the
owner’s representative for purposes of filing a valuation complaint.
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January Term, 2010
By identifying itself on the complaint as property manager, Vistula
indicated that it was filing the valuation complaint on behalf of the owner
{¶ 14} The BTA predicated its decision on the fact that Vistula had
identified itself as the “Complainant if not owner” on line two of the valuation
complaint form. The BTA construed this formality as Vistula’s statement that it
did not act as a representative of the owner, but rather “as an independent
complainant different from the owner.” To be sure, Vistula’s entry on line two
appears to be a mistake if Vistula intended to act as the owner’s representative,
because writing a name other than the owner’s on line two clearly implies that the
owner itself should not be viewed as the complainant.2 The BTA ruled that this
mistake was jurisdictionally fatal, and Vistula disagrees.
{¶ 15} We have held that errors in filling out the complaint form do not
necessarily bar the exercise of jurisdiction by a board of revision. See
Knickerbocker Properties, Inc. XLII v. Delaware Cty. Bd. of Revision, 119 Ohio
St.3d 233, 2008-Ohio-3192, 893 N.E.2d 457, ¶ 10. In Knickerbocker, we rejected
the contention that a school board’s complaint was jurisdictionally defective
because it set forth the wrong address for the owner. Id. at ¶ 11. Similarly, we
hold that the entry of Vistula’s name as “Complainant if not owner” does not
defeat jurisdiction if the complaint indicates on its face that Vistula is acting on
behalf of the owner.
{¶ 16} Because the error in filling out the valuation complaint is not
jurisdictionally dispositive, we consider whether Vistula indicated its
representative capacity by identifying its relationship to the property as being the
“management company.” We hold that Vistula did indicate its representative
capacity on the complaint form. While the placement of its own name on the line
2. The issue before us is the jurisdictional sufficiency of the complaint. That is a question of law
that we determine de novo. Toledo v. Levin, 117 Ohio St.3d 373, 2008-Ohio-1119, 884 N.E.2d
31, ¶ 26, fn. 3.
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for “Complainant if not owner” implies that Vistula is filing as an independent
claimant, its declared status as “management company” points in the opposite
direction – i.e., that it is acting as an agent of the owner. That inference arises
because a property manager or management company furnishes management
services to the owner for a fee, and it performs those services on behalf of, and for
the benefit of, the owner. See Appraisal Institute, The Appraisal of Real Estate
(13th Ed.2008) at 486 (discussing management-service fees as a variable expense
in computing the value of income-producing properties).
{¶ 17} Therefore, a valuation complaint that is filed by a property
manager who identifies the owner and then identifies its own capacity as property
manager clearly signals that the owner is acting through the property manager as
its agent. We hold that by sending the clear message that it was acting on behalf
of the owner, Vistula’s complaint was jurisdictionally sufficient.
{¶ 18} Our inference that a management company is acting as an agent for
the owner does not contravene our decision in Village Condominiums, 106 Ohio
St.3d 223, 2005-Ohio-4631, 833 N.E.2d 1230. The inference of agency raised
here, when a management company acts on behalf of an owner, was not present in
Village Condominiums. In that case, the developer, Sonnenburg Construction
Company, was listed as the “owner” on the valuation complaint, and the
condominium owners’ association identified itself as “Complainant if not owner.”
Village Condominiums Owners’ Assn. v. Montgomery Cty. Bd. of Revision (Aug.
1, 2003), BTA No. 2002-N-1607, 2003 WL 21792279, at * 1. To be sure, it
might be reasonable to presume that a “condominium owners’ association” could
act as the agent of the owners of individual condominium units, but that logic
does not raise the inference that the association is acting on behalf of the
developer. See R.C. 5311.01(CC) and (S) (defining “[u]nit owner” as “a person
who owns a condominium ownership interest in a unit,” as opposed to a
“[d]eveloper,” who “sells or offers for sale condominium ownership interests in a
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January Term, 2010
condominium development”); R.C. 5311.08(C)(1) (specifying that association
membership extends to and is limited to all owners of condominium units and
providing that a developer acts in place of the association until the association is
formed). In Village Condominiums, the association was required to shoulder the
burden to establish standing separate and apart from the standing of the owner to
contest the valuation of the property, and it failed to do so. That is not the
situation in this case, and accordingly, Village Condominiums is not apposite.
{¶ 19} We note that although our reading of the complaint conflicts with
the BTA’s decision in another case styled Toledo Public Schools Bd. of Edn. v.
Lucas Cty. Bd. of Revision, BTA No. 2006-M-1707, 2007 WL 1946467, our
reading in this case does accord with the approach that the BTA has taken in
certain other cases. In Sylvania City Schools Bd. of Edn. v. Lucas Cty. Bd. of
Revision (Apr. 22, 2008), BTA No. 2007-M-1771, 2008 WL 1914712, the board
addressed a complaint that identified a certain individual as the owner and set
forth the name of the attorney as “complainant.” Id. at *1. The complaint stated
the relationship of complainant to the property owner as “attorney.” Id. at *2.
Characterizing the insertion of the attorney’s name as “complainant if not owner”
as a “ministerial error,” the board concluded that “the relationship between the
property owner and his attorney is clear.” Id. Accordingly, the BTA denied the
motion, thereby declining to order that the complaint be dismissed. Id. When the
same situation presented itself in Washington Local Schools Bd. of Edn. v. Lucas
Cty. Bd. of Revision (Aug. 19, 2008), BTA Nos. 2007-N-1722, 2007-N-1723, and
2007-N-1727, 2008 WL 3905916, the board relied on its earlier analysis in
Sylvania and declined to order dismissal. Id. at *3.
{¶ 20} We endorse the reasoning of the BTA in Sylvania City and
Washington Local and adopt it here. Because Vistula identified its relationship to
the property as “management company,” it raised the inference that it was acting
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on behalf of the owner, which it had identified on line one. Accordingly, the BTA
should have denied the school board’s motion rather than granting it.
Vistula’s contractual status permitted it to file the valuation complaint
on behalf of the owner
{¶ 21} We turn now to the question whether Vistula, acting through its
attorney, could validly file the valuation complaint as the agent of the property
owner.
{¶ 22} Significantly, one issue that has arisen in many cases is not present
here: the issue of the unauthorized practice of law. The complaint in this case on
its face indicates that it was prepared and filed by an attorney who acted on behalf
of Vistula. Therefore, the issue of the unauthorized practice of law does not arise,
and we do not review this case through the prism of Sharon Village Ltd. v.
Licking Cty. Bd. of Revision (1997), 78 Ohio St.3d 479, 678 N.E.2d 932, and its
progeny.3
{¶ 23} Under these circumstances, the authority for who may act as the
owner’s agent is our decision in Jemo Assoc., Inc. v. Lindley (1980), 64 Ohio
St.2d 365, 18 O.O.3d 518, 415 N.E.2d 292. In Jemo, an accountant submitted a
notice of appeal to the BTA from a final determination of the Tax Commissioner.
Id. R.C. 5717.02, the relevant statute, provided that such appeals “may be taken
to the board of tax appeals by the taxpayer.” The statute articulated no further
restriction, but an administrative rule promulgated by the BTA had specified that
a notice of appeal filed on behalf of a corporation “shall be executed by an officer
thereof or an attorney at law.” Jemo at 366. In the case, an accountant had signed
the notice on behalf of a corporate appellant. Id. The BTA determined that the
rule limited who could act on behalf of the taxpayer and dismissed. Id. We
3. Vistula places heavy reliance on the analysis in Dayton Supply & Tool Co., Inc. v. Montgomery
Cty. Bd. of Revision, 111 Ohio St.3d 367, 2006-Ohio-5852, 856 N.E.2d 926. But that case
addressed the unauthorized practice of law and is therefore not apposite.
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reversed, noting that “under agency law, the authority of any purported agent to
act on behalf of a principal is ordinarily a question of fact.” Id. at 367.
Accordingly, we held that there was “no merit to an interpretation of R.C.
5717.02 which, for jurisdictional purposes, conclusively presumes that a corporate
officer or an attorney is always competent to sign a corporation’s notice of appeal
but that any other corporate agent is never competent.” Id. at 368. 4
{¶ 24} Under Jemo, the question of agency is determined by reference to
whether the person filing the appeal was in fact authorized by its principal to file
it. In the present case, Vistula’s complaint implies its status as agent, and Vistula
subsequently proved its authorization when it produced the management
agreement. Therefore, its valuation complaint should not be dismissed.
R.C. 5715.19(A) does not prohibit Vistula’s filing a valuation complaint
as an agent for the owner
{¶ 25} The school board argues that R.C. 5715.19(A), as amended
effective 1999, precludes Vistula from acting on behalf of the owner because the
1999 amendment sets forth a list of persons who may file complaints on behalf of
an owner. 1998 Sub.H.B. No. 694, 147 Ohio Laws, Part III, 5373-5374, effective
March 30, 1999. The school board urges that this list is intended to be exhaustive
and thereby forecloses Vistula’s appeal because management companies are not
4. Jemo did not consider the question whether the accountant’s signing of the notice of appeal on
behalf of the corporate client constituted the unauthorized practice of law. Footnote 4 in Jemo did
address an argument, advanced in reliance on R.C. 4705.01, that nonlawyers typically may not
initiate legal proceedings on behalf of others. Jemo, 64 Ohio St.2d at 368, 18 O.O.3d 518, 415
N.E.2d 292. The footnote illustrates the court’s narrow focus on the question of an accountant’s
actual authority as an agent: the court stated that R.C. 4705.01 was irrelevant because it had “no
bearing upon whether any particular attorney has the authority to represent any particular
corporate taxpayer.” Id. When the court subsequently began to address the issue of the
unauthorized practice of law in the context of valuation complaints, the court noted that the Jemo
decision regarded the question whether “the agent who had signed the notice had engaged in the
unauthorized practice of law” as being “irrelevant to the issue before the court.” Sharon Village
Ltd., 78 Ohio St.3d at 483, 678 N.E.2d 932.
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on the statutory list. Put in different terms, the school board argues that the
principle established by Jemo has been limited by H.B. 694 with respect to the
filing of a valuation complaint. 5
{¶ 26} We disagree with the school board’s reading of the statutory
amendment. What the school board overlooks is that the General Assembly had a
very precise purpose in enacting H.B. 694. That amendment was enacted in
response to our decision in Sharon Village Ltd., 78 Ohio St.3d 479, 678 N.E.2d
932, and the bill reflected a legislative intent to “undo the impact of that decision
and thereby widen the pool of persons who may file a property-valuation
complaint on behalf of a property owner.” Dayton Supply & Tool Co., Inc., 111
Ohio St.3d 367, 2006-Ohio-5852, 856 N.E.2d 926, ¶ 42 (Resnick, J., dissenting).
{¶ 27} This intent stands revealed on the face of the session law: H.B.
694 not only enacted the list of persons who may file complaints on behalf of an
owner, it also added division (3) to R.C. 5715.19(A). 147 Ohio Laws, Part III, at
5374-5375. That division specifically addresses complaints that have been
dismissed by reason of the unauthorized practice of law: when such a dismissal
has occurred, division (3) overrides the usual prohibition against contesting the
valuation of a parcel more than once during a three-year interim period. The
inclusion of this provision in H.B. 694 ties the other enacted provisions of that bill
to the fundamental legislative intent: to resolve certain issues relating to the
unauthorized practice of law.
{¶ 28} It follows that the list of persons delineated by H.B. 694 does not
override the agency principle of Jemo. When, as in the present case, an attorney
has prepared and filed the valuation complaint, the list of persons added to R.C.
5. As a result of the 1999 amendment, the statute now permits the following persons to file on
behalf of the owner: an owner’s spouse; an assessment professional retained by the owner; a
CPA, licensed appraiser, or licensed real estate broker retained by the owner; corporate officers
and certain other persons when the owner is a corporate entity; and the trustee of a trust that owns
real property.
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5715.19(A) by H.B. 694 is not relevant to determining whether a particular entity
may act as the owner’s agent. That is so because in such cases, the issue of the
unauthorized practice of law does not arise in the first place.
{¶ 29} The foregoing conclusion receives support not only from the
context and the language of the provisions that the General Assembly enacted, but
also from what the General Assembly omitted. Conspicuously absent from the
list of persons added by H.B. 694 is any reference to the owner’s own attorney.
Yet the legislature certainly did not intend to preclude a filing by the owner’s
attorney. What the legislature did intend was to furnish a list of persons who may
file on behalf of an owner when no attorney has performed the act of preparing
and filing the complaint.
{¶ 30} We hold that H.B. 694’s list of persons is not intended as a
restriction of those who may file a valuation complaint on behalf of an owner.
Instead, it is intended only to widen the pool by specifying that certain
nonlawyers may file on behalf of an owner in spite of considerations relating to
the unauthorized practice of law. Whenever a nonlawyer files on behalf of an
owner, the question of the unauthorized practice of law arises and will have to be
resolved in light of the statute and court precedent.6 But when, as in the present
case, a lawyer has prepared and filed the complaint, the list of persons who may
file on behalf of the owner in R.C. 5715.19(A) is not relevant. It follows that R.C.
5715.19(A) did not preclude Vistula as the management company from filing a
valuation complaint on behalf of Michaelmas Manor, the owner.
Conclusion
{¶ 31} We hold that because Vistula’s complaint clearly implies Vistula’s
status as agent of the owner, and because the complaint was prepared and filed by
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a lawyer for Vistula, the complaint is jurisdictionally sufficient. Moreover,
because the statutes do not prohibit a property manager from filing a complaint on
behalf of an owner, the BTA erred by concluding that the complaint should be
dismissed. We therefore reverse the decision of the BTA and remand for further
proceedings.
Decision reversed
and cause remanded.
MOYER, C.J., and PFEIFER, LUNDBERG STRATTON, O’CONNOR,
O’DONNELL, LANZINGER, and CUPP, JJ., concur.
__________________
Spengler Nathanson, P.L.L., Michael W. Bragg, and Teresa L. Grigsby,
for appellee Toledo Public Schools Board of Education.
Douglas A. Wilkins, for appellants.
6. We addressed that issue as to corporate officers in Dayton Supply, 111 Ohio St.3d 367, 2006-
Ohio-5852, 856 N.E.2d 926, syllabus, but the issue remains a live one with respect to other
persons set forth on the list.
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