TRQ Captain's Landing L.P. v. Galveston Central Appraisal District

JANE BLAND, Justice,

dissenting.

TRQ could not claim a property tax exemption because it is the owner and legal title holder of the property at issue, but it is not a charitable community housing development organization. Instead, it is a Texas limited partnership that did not seek or obtain non-profit or CHDO status during 2003.1 The applicable provision governing tax exemptions plainly restricts them to qualified CHDOs who own the property subject to taxation. Although AHF is a CHDO, it does not own the property, and thus it is not legally obligated to pay any tax levied on the property. The majority concludes that an investor in a duly organized limited liability entity holds “equitable title” to property owned by the entity in which it invests, and then further concludes that such title is sufficient to allow the limited liability entity to assert the investor’s CHDO status. Because the statute does not confer imputed exemptions, I respectfully dissent.

The statute requires ownership.

Section 11.182 of the Texas Tax Code allows a CHDO to claim a property tax exemption for real property it owns. See TEX. TAX CODE ANN. § 11.182 (Vernon Supp.2005). In particular, subsection (b) provides:

(b) An organization is entitled to an exemption from taxation of improved or unimproved real property it owns if the organization:
(1) is organized as a community housing development organization;
(2) meets the requirements of a charitable organization provided by Sections 11.18(e) and (f);2
(3) owns the property for the purposes of building or repairing housing on the property to sell without profit to a low-income or moderate-income individual or family satisfying the organization’s eligibility requirements or to rent without profit to such an individual or family; and
(4) engages exclusively in the building, repair, and sale or rental of housing as described by Subdivision (3) and related activities.

Id. § 11.182(b) (emphasis added). Thus, not once, but twice, the statute requires that the CHDO own the property. It does not define “owns.” As the majority ob*740serves, TRQ and AHF contend “that the exemption should be imputed through the partnership chain and back to AHF.” Thus, our decision turns on whether we impute ownership beyond the legal title holder for property tax exemption purposes. Nothing in the plain language of the statute permits such an interpretation, and cases interpreting the Tax Code have not done so. To the contrary, the Texas Supreme Court has held that an exemption from taxation should not be found unless the plain language of the statute confers it:

Statutory exemptions from taxation are subject to strict construction since they are the antithesis of equality and uniformity and because they place a greater burden on other taxpaying businesses and individuals. An exemption cannot be raised by implication, but must affirmatively appear, and all doubts are resolved in favor of [the] taxing authority and against the claimant.

Bullock v. Nat’l Bancshares Corp., 584 S.W.2d 268, 271-72 (Tex.1979).

The property tax obligation — and thus the corresponding exemption — rests with the legal title holder, as the owner.

“The person having legal title to property is generally considered to be the owner thereof for purposes of taxation.” Childress County v. State, 127 Tex. 343, 349, 92 S.W.2d 1011, 1015 (1936); Travis Cent. Appraisal Dist. v. Signature Flight Support Corp., 140 S.W.3d 833, 840 (Tex.App.—Austin 2004, no pet.)(holding that lessees could not be taxed on property for which City of Austin held legal title). In rare instances, when the legal title holder to property is unclear or legally encumbered, courts will examine whether a party holds equitable title to real property. See Signature Flight, 140 S.W.3d at 840 (“In the absence of a clear legal title-holder, the holder of the equitable title is considered the taxable owner, while someone with only a contingent interest is not.”). An equitable title holder is not an owner for taxation purposes unless the legal title holder is legally encumbered, or a dispute as to the legal title holder’s identity exists; rather, with rare exceptions, legal and equitable title are merged in a single owner. See Tex. Tpk. Co. v. Dallas County, 153 Tex. 474, 477-78, 271 S.W.2d 400, 401-02 (1954) (rejecting tax exemption for private turnpike entity based on contractual provision that State was equitable title holder of property). “Equitable title” for property tax purposes thus does not exist absent uncertainty as to actual, legal title or legal encumbrance (as, for example, between trustees and beneficiaries or estate administrators and heirs). Even in those instances, the property tax obligation lies with the legal title owner if one is determinable. See Bailey v. Cherokee County Appraisal Dist., 862 S.W.2d 581, 584 (Tex.1993)(“While it is true that the heirs hold equitable title to estate property, this interest does not give rise to tax liability. The responsibility for taxes lies with the administrator as holder of legal title.”).

Moreover, a contingent interest is not an ownership interest in property. Tex. Tpk., 271 S.W.2d at 402. A lienholder, for example, is not an “owner” for property taxation purposes, though it may have some future right to the property in the event of default. See Childress County, 127 Tex. at 351, 92 S.W.2d at 1016; Comerica Acceptance Corp. v. Dallas Cent. Appraisal Dist., 52 S.W.3d 495, 497 (Tex.App.—Dallas 2001, pet. denied)(holding that lienholder in possession of collateral pending foreclosure is not owner for property tax purposes).

Investors are neither owners nor “equitable title holders.”

In this case, TRQ and AHF seek to expand the principle of equitable title “owners” to include classes of investors: i.e., partners, limited partners, and limited *741liability company members (and, by implication, corporate shareholders). AHF, however, does not hold “equitable title” to the apartments. Rather, it owns partnership and limited liability company equity interests of various sorts — primarily, in CD Captain’s Landing, L.L.C., by virtue of its 100% membership interest in the company.3 Secondarily, AHF has an interest in TRQ, through its interest in CD, because CD is the sole limited partner of TRQ. The general partner for TRQ is TRQ Galveston, L.L.C., another limited liability company, in which AHF also holds a 100% membership interest. Graphically, it looks like this:

[[Image here]]

Although the majority may be correct that, under principles of federal income taxation, AHF ultimately pays the taxes incurred by the partnerships and limited liability companies in which it invests, AHF does not bear liability for — and does not pay — any state property tax associated with the real property assets of the limited partnerships and limited liability companies in which it invests. Rather, liability rests with TRQ Captain’s Landing, L.P., as title holder, and in the case of default, the property itself via a tax lien. See Bailey, 862 S.W.2d at 584. Tax liability never lies with AHF.4

*742This is because neither a general nor a limited partner has “the present right to compel legal title” to property owned by a partnership. It is axiomatic that partnership property is not the property of the partners, even of a general partner. See TEX. BUS. ORG. CODE ANN. § 152.101 (Vernon Supp.2005) (“Nature of Partnership Property: Partnership property is not property of the partners.”). The same is true for members of limited liability companies. See id. § 101.106(b) (“A member of a limited liability company or an assign-ee of a membership interest in a limited liability company does not have an interest in any specific property of the company”). Thus, as the majority acknowledges, in order to gain title to the property in this case, AHF must dissolve or wind-up the affairs of the various partnerships and limited liability companies in which it has invested. Undeniably, it possesses the power to do so, but that is not tantamount to a present, vested right to compel title— it is, at best (assuming no default on creditors’ secured interests or other material liens or claims on the assets of the partnership or limited liability company), a contingent right that could be asserted via a future course of action. See Comerica, 52 S.W.3d at 497 (noting that lienholders are not owners in part because they have no right to use or possession of property apart from future right of possession upon loan default).

Investors, without more, are simply not “equitable title holders” for real property purposes. Rather, investors are the equitable owners of the business organizations in which they invest. Thus, I disagree with the Amarillo Court of Appeals’s interpretation of “equitable title” and its holding in Southeast Texas Housing Finance, which the majority concludes is applicable to the Tax Code provision in this case. See Harris County Appraisal Dist. v. Se. Tex. Hous. Fin. Corp., 991 S.W.2d 18, 22 (Tex.App.—Amarillo 1998, no pet.).5 In deciding to classify investors as “equitable owners,” our court and the court of appeals in Southeast Texas Housing Finance incorrectly apply Texas Turnpike.

In Texas Turnpike, the Texas Supreme Court denied a property tax exemption to a legal title holder, who sought to claim it on the basis that a public entity — the State — equitably owned the property, based upon the express characterization of it as an equitable title holder in legislation governing the Texas Turnpike Authority. Tex. Tpk., 153 Tex. at 477, 271 S.W.2d at 401. Decided in 1954, the case did not deal with modern equity investment vehicles, but the court’s overarching determination that any right to property must be vested to claim an exemption applies in today’s context — contingent rights are not equitable ownership rights. See id. at 478, 271 S.W.2d at 402 (noting that “[the State’s] interest in the property is not a vested interest; it is purely contingent”).

Classifying investors as equitable owners ignores the very legal formalities that exist to differentiate investors from the business entities in which they invest and creates multiple “owners” for property tax *743purposes. In this case, for example, it creates at least four: AHF; CD Captain’s Landing, L.L.C.; TRQ Galveston, L.L.C.; and TRQ Captain’s Landing, L.P. The last of these has legal title, too, but one cannot ignore that it also has equitable title, for no legal encumbrance exists as to its ownership, and the legal title is undisputed.

Moreover, nothing requires three of these entities (all but AHF) to comply with the other provisions of Tax Code section 11.182(b). See TEX. TAX CODE ANN. § 11.182(b). For example, TRQ Captain’s Landing need not pay salaries that are within “a reasonable allowance for services rendered,” and need not “use its assets to perform charitable functions,” as required by section 11.182(b)(2). Id. § 11.182(b)(2). The Legislature conditioned the right to a tax exemption upon fulfilling certain statutory obligations, but nothing compels the non-CHDO entity with an investor classified as an “equitable owner” to comply with these obligations.

Finally, subsection 11.182(e),6 added to section 11.182 in 2001, does not suggest a different result. See Act of May 25, 2001, 77th Leg., R.S., ch. 1191, § 1, 2001 Tex. Gen. Laws 2694, 2695, 2696 (current version at TEX. TAX CODE ANN. § 11.182(e) (Vernon Supp.2005)). By its express terms, the amendment imposes a limitation “[i]n addition to” compliance with subsections 11.182(b) and (c). TEX. TAX CODE ANN. § 11.182(e). Whatever the Legislature’s intent in adding subsection (e), which requires that the CHDO be the sole general partner in limited partnership projects for an exemption to apply, it does not change the result in this case, because the amendment does not apply to projects constructed before 2002 (as this one was), and is “[i]n addition to” existing ownership requirements. Id. Furthermore, AHF is not the general partner of TRQ; rather, TRQ Galveston holds that interest.7

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*744Section 11.182(b) does not confer a tax exemption based on the charitable status of an investor in a company or limited partnership that owns the property. Using the required principle of strict construction, we should not impute one where it does not “affirmatively appear.” See Bullock, 584 S.W.2d at 271-72.

Southeast Texas Housing Finance is inconsistent with caselaw from the Texas Supreme Court and the Waco Court of Appeals.

Because equity investors are not owners of the real property assets of the companies in which they invest, we should decline to follow the Amarillo Court of Appeals’s decision in Southeast Texas Housing Finance. 991 S.W.2d 18 (Tex.App.—Amarillo 1998, no pet.). Instead, we should follow American Housing Foundation v. Brazos County Appraisal District, and hold that an investor seeking a section 11.182(b) exemption on behalf of an entity in which it invests does not qualify the entity as an “owner” under the statute when the entity, as legal title holder, does not qualify in its own right. 166 S.W.3d 885 (Tex.App.—Waco 2005, pet. denied). This approach is consistent with the Texas Supreme Court’s opinions in Bailey and Childress County, regarding legal title, and its opinion in Bullock, requiring strict construction of statutes that confer tax exemptions. See Bailey, 862 S.W.2d at 584 (“The responsibility for taxes lies with the administrator as holder of legal title.”); Bullock, 584 S.W.2d at 272 (“An exemption cannot be raised by implication, but must affirmatively appear .... ”); Childress County, 127 Tex. at 349, 92 S.W.2d at 1015 (“The person having legal title to property is generally considered to be the owner thereof for purposes of taxation.”).

The majority relies on a number of cases that define equitable title as “the present right to compel legal title.” Save Southeast Texas Housing Finance, however, those cases do not define who holds equitable title; rather, they define who does not. Contractual obligees, while the contract is executory, do not. Tex. Tpk, 153 Tex. at 478, 271 S.W.2d at 402. Lessees do not. Signature Flight, 140 S.W.3d at 840. Secured creditors do not. Comerica, 52 S.W.3d at 498. Investors do not, either, and we should so hold.8 Brazos County, 166 S.W.3d at 889.

CONCLUSION

AHF does not own the property that the appraisal district seeks to tax, and the exemption in Tax Code section 11.182(b) does not provide that charitable investors may assert an exemption on behalf of the non-charitable entities in which they invest, if those entities do not qualify for the *745exemption in their own right under the statute. Classifying business investors as equitable owners of property held by the businesses in which they invest departs from the general rule that the legal title holder is the owner for property tax purposes and creates uncertainty as to the real property rights and obligations of Texas business entities. The trial court correctly ruled that the property tax must be paid. I therefore respectfully dissent.

. At oral argument, counsel for AHF and TRQ represented that non-profit status was unavailable for Texas limited partnerships in 2003. Moreover, the transaction that created the entities involved occurred on December 30, 2003, creating practical exigencies in obtaining tax exempt status.

. Sections 11.18(e) and (f) of the Texas Tax Code provide, inter alia, that a charitable organization (1) may not accrue distributable profits or pay salaries exceeding a reasonable allowance for services rendered; (2) must use its assets to perform charitable functions; and (3) must adopt a bylaw or regulation mandating that upon dissolution, the organization’s assets are to be transferred to the State or a qualified charitable organization. See TEX. TAX CODE ANN. § 11.18(e), (f) (Vernon Supp.2005).

. Limited liability companies have "members,” as opposed to partners or shareholders. See TEX. BUS. ORG. CODE ANN. § 101.101 (Vernon Supp.2005).

. AHF could perhaps theoretically be held liable as a limited partner or a member of a limited liability company (or a corporate shareholder) to the extent one could prove that it engaged in conduct resulting in a loss of protections afforded to it under the various code provisions governing these business organizations (i.e., a piercing the veil theory), *742but such liability stems from its role as an investor, not a properly owner.

. I express no opinion about whether CHDO status may be imputed to a CHDO-related entity, in contrast to the imputation of property ownership beyond the property owner. One court of appeals has held such to be the case under federal CHDO guidelines, as incorporated into the Texas statutory scheme. See Orange County Appraisal Dist. v. Agape Neighborhood Improvement, Inc., 57 S.W.3d 597, 602 (Tex.App.—Beaumont 2001, pet. denied) (holding that subordinate unit of qualified CHDO may be considered CHDO for tax purposes where subordinate unit owns and operates property for reasons and purposes that are consistent with applicable eligibility requirements established for CHDOs).

. Subsection 11.182(e) provides that:

(e) In addition to meeting the requirements of Subsection! ] (b) ... to receive an exemption under Subsection (b) for improved real property that includes a housing project constructed after December 31, 2001, and financed with qualified 501(c)(3) bonds issued under Section 145 of the Internal Revenue Code of 1986, tax-exempt private activity bonds subject to volume cap, or low-income housing tax credits, the organization must:
(1) control 100 percent of the interest in the general partner if the project is owned by a limited partnership;
(2) comply with all rules of and laws administered by the Texas Department of Housing and Community Affairs applicable to community housing development organizations; and
(3) submit annually to the Texas Department of Housing and Community Affairs and to the governing body of each taxing unit for which the project receives an exemption for the housing project evidence demonstrating that the organization spent an amount equal to at least 90 percent of the project’s cash flow in the preceding fiscal year as determined by the audit required by Subsection (g), for eligible persons in the county in which the property is located, on social, educational, or economic development services, capital improvement projects, or rent reduction.

TEX. TAX CODE ANN. § 11.182(e) (Vernon Supp.2005).

. Although the wording in subsection (e) refers to “organization,” "limited partnership,” and "general partner” as though the "organization” as used in the amendment is a different entity than the limited partnership that owns the project, it then restricts the definition of qualifying organization to those limited partnerships that (1) own the property, (2) have the CHDO as the sole general partner of the project, and (3) otherwise meet the state and federal criteria for CHDOs. See TEX. TAX CODE ANN. § 11.182(e). As a limited partnership and its general partner are distinct business organizations, it is unclear how the same entity could both own the property as a limited partnership and be the general *744partner. One reading is that both the limited partnership and the general partner must be qualifying CHDOs, even if not the same CHDO. Another, as the majority points out, is that only the general partner need be a CHDO, who then may assert "ownership” of the property on behalf of the limited partnership. Still a third is that, under federal and state guidelines, a limited partnership that has a CHDO as its general partner qualifies as a CHDO in its own right. See Orange County, 57 S.W.3d at 602. Given its various possible interpretations and its later enactment, the amendment sheds little light on the meaning of "owns” in subsection (b).

. Estate beneficiaries do, but they are not obligated to pay the tax; rather, the obligation rests with the legal title holder. Bailey v. Cherokee County Appraisal Dist., 862 S.W.2d 581, 584 (Tex.1993). Trust beneficiaries likewise hold equitable title. The majority notes that the Tyler Court of Appeals held, before the Texas Supreme Court’s decision in Bailey, that the property tax burden rests with the trust beneficiary. See Tex. Dep’t of Corrections v. Anderson County Appraisal Dist., 834 S.W.2d 130, 131 (Tex.App.-Tyler 1992, writ denied). The opinion does not shed light on the question of equitable ownership as applied to investors in business organizations.