CopyPublished | Florida 3rd District Court of Appeal
...Before EMAS, MILLER and BOKOR, JJ.
EMAS, J.
INTRODUCTION
This appeal and cross-appeal involve a dispute regarding the manner
in which non-residential property shall be assessed for property tax
purposes. We are called upon to construe portions of section 193.1555,
Florida Statutes (2023), which governs the annual assessment of certain
non-residential property, and provides that any increase in such an
assessment may not exceed ten percent of the assessed value of the
property for the prior year. That is, unless there is a “change of ownership
or control” of the property, as provided under section 193.1555(5)....
...Upon our de novo review, see S & A Prop. Inv. Servs., LLC v. Garcia,
360 So. 3d 432, 435 n.4 (Fla. 3d DCA 2023), we hold that the transfer of the
property at issue constituted a “change of ownership or control” as that term
is defined in section
193.1555(5)(b), Florida Statutes (2023), thus rendering
the ten percent assessment limitation inapplicable and requiring the property
to be assessed at its “just value.” We reverse the final summary judgment
entered in favor of Appellees, and remand for entry of summary judgment in
favor of Appellants....
...Property as of January 1, 2022.
The Property Appraiser’s office, upon receiving the Carsco quitclaim
deed, adjusted its records to reflect the change of ownership of the Property
from the Zeemans and Piper to Carsco and Piper.
Relevant to this appeal, section 193.1555(3), Florida Statutes (2022),
caps the maximum annual increase in assessed value of a commercial
property at 10 percent.
However, if there is “a change of ownership or control” of the property,
the ten percent cap on assessed value is inapplicable, and the property is to
be reassessed at “just value” in the year following such a change. See §
193.1555(5), Fla....
...property tax
assessments. Id.
1
Though not relevant here, the statute also provides that if the assessed
value of the property exceeds the just value, the assessed value of the
property shall be lowered to the just value of the property. See §
193.1555(4), Fla. Stat. (2022).
4
Pedro Garcia, the Property Appraiser, determined that the Zeemans’
transfer of its 50 percent interest in the Property to Carsco constituted a
“change of ownership” under section 193.1555(5)(b), and that the Property
was therefore to be reassessed at “just value” in 2022....
...Piper answered and
5
asserted affirmative defenses, including that the Property Appraiser failed to
join the tax collector as an indispensable party; failed to comply with
timeliness requirements of section
193.122(3), Florida Statutes; and
misinterpreted the plain language of section
193.1555(5)(b).
Appellees moved for summary judgment, arguing in pertinent part that,
because the quitclaim deed transferred only a 50 percent interest in the
Property to Carsco, it did not constitute “a change of control or ownership” of
the subject Property under section
193.1555(5), and the ten percent
assessment limitation was still in force....
... ANALYSIS AND DISCUSSION
The question presented on appeal is whether the Zeemans’ transfer of
their 50 percent ownership interest in the Property to a new 50 percent owner
(Carsco) constitutes “a change of ownership or control” under section
193.1555(5)(b) requiring a reset of the ten percent assessment limitation and
an assessment of the Property at just value. We answer that question in the
affirmative.
Section 193.1555, requires a reset of the ten percent assessment
limitation, and requires assessing a property at “just value” as of January 1
of the year following certain acts or events:
(5) Except as provided in this subsection, prope...
...company on a public exchange. This exception does not apply
to a transfer made through a merger with or acquisition by
another company, including acquisition by acquiring outstanding
shares of the company.
(Emphasis added). 2
A plain reading of section 193.1555(5)(b) evidences that a “change of
ownership or control” can occur under two separate and independent
circumstances:
(1) any sale, foreclosure, transfer of legal title or beneficial title in
equity to any person,” or...
...As an initial matter, it is important to note the distinct and separate
nature of the two statutorily provided circumstances that will trigger a reset
of the ten percent assessment limitation. The first phrase of the definition in
10
section 193.1555(5)(b) describes a “change of ownership or control” that
occurs from “any sale, foreclosure, transfer of legal title or beneficial title
in equity to any person.” (Emphasis added)....
...Compared with the first phrase—the sale or transfer of the property
itself to any person—this second type of transfer relates not to a transfer of
the property, but rather the transfer of control or ownership of the “legal
entity” owning the property.
To accept Appellees’ interpretation of section 193.1555(5)—that to
constitute “change of ownership or control” a transfer must always be for
11
more than 50% interest of the underlying property—would render
meaningless the words “any s...
...when read in pari materia with other statutes. For example, section
193.1556(1), Florida Statutes provides that the recording of a deed
automatically serves as notice to the property appraiser of “any change of
ownership or control as defined in ss.
193.1554(5) and
193.1555(5)”:
(1) Any person or entity that owns property assessed under s.
193.1554 or s.
193.1555 must notify the property appraiser
promptly of any change of ownership or control as defined in ss.
193.1554(5) and
193.1555(5)....
...other instrument shall serve as notice to the property appraiser.
...
Applied here, the recording of the quitclaim deed to Carsco
automatically notified the Property Appraiser of “any change of ownership or
control as defined in ss. [] [] 193.1555(5).” Why would the recording of the
quitclaim deed to Carsco serve as notice of “any change of ownership or
14
control” if not to trigger a reset of the ten percent assessment under section
193.1555(5)....
...the grantee.” (citing June
Sand Co. v. Devon Corp.,
23 So. 2d 621, 623 (1945)).
CONCLUSION
We hold that the transfer of the property at issue constituted a
qualifying “change of ownership or control” as that term is defined in section
193.1555(5)(b), Florida Statutes (2023), thus rendering inapplicable the ten
percent assessment limitation, and requiring the property to be reassessed
3
To the extent Appellants relied for their position on our decision in S & A
Prop....
