Buckeye Terminals, L.L.C. v. Franklin Cty. Bd. of Revision (Slip Opinion)
2017 Ohio 7664
Ohio2017Background
- Buckeye Terminals bought a 37-acre Columbus facility in June 2011 as part of a $166 million bulk asset purchase covering 33 sites; a schedule to the purchase agreement allocated $13,981,000 to the Columbus facility (real + personal property).
- On the June 2011 conveyance-fee statement Buckeye initially reported $8,492,911 as the Columbus real-property purchase price; the county auditor valued the parcel much lower ($1,825,700) for 2011.
- The South-Western City School District (BOE) challenged the auditor’s valuation and relied on the original conveyance-fee statement to ask the BOR to increase value to about $8.49 million.
- Buckeye later filed an amended conveyance-fee statement reallocating the bulk price to show only $1,921,084 attributable to the Columbus real property, and presented testimony and documents (spreadsheet, Ernst & Young allocation, an appraisal) asserting the original allocation was incorrect.
- The BOR raised the value to ~$8.493 million for tax years 2011–2013. On appeal, the BTA affirmed that figure based solely on the original conveyance-fee statement; Ohio Supreme Court reversed and remanded because the BTA failed to assess whether Buckeye met its burden to show the original allocation was inaccurate and failed to independently determine true value.
Issues
| Issue | Buckeye's Argument | BOE's Argument | Held |
|---|---|---|---|
| Whether BTA may supplement the BOR record with documents the BOR failed to transmit | BOR failed to transmit original conveyance-fee statement/deed; supplementation permissible to complete statutory record | Supplementation improper after BTA hearing; documents must be authenticated | BTA properly allowed supplementation to remedy BOR’s failure to transmit record |
| Who bears burden to rebut an allocated bulk-sale price reported on a conveyance fee | Buckeye (owner) must prove the initially reported allocation does not reflect true value | BOE: original conveyance-fee statement creates rebuttable presumption of true value; owner must show error in allocation | Owner bears burden to demonstrate original allocation is not indicative of true value |
| Admissibility/weight of owner’s evidence (spreadsheet, EY allocation, appraisal) to rebut reported allocation | Spreadsheet as business record and testimony, Ernst & Young allocation, and appraisal are competent evidence to show original allocation was improper | Original conveyance-fee statement is best evidence; owner evidence lacks firsthand involvement and is unreliable hearsay | Court: BTA abused discretion in rejecting spreadsheet, EY testimony, and appraisal; they were competent to rebut original allocation |
| Whether BTA may adopt reported bulk-sale allocation without independently determining true value when owner presents evidence negating it | BTA must independently determine true value if owner rebuts allocation | BOE: sale price (conveyance-fee) controls absent clear rebuttal | Held: BTA unreasonably relied solely on original conveyance-fee statement; must independently determine true value; case remanded to BTA |
Key Cases Cited
- Vandalia-Butler City Schools Bd. of Edn. v. Montgomery Cty. Bd. of Revision, 130 Ohio St.3d 291 (2011) (BTA authority to investigate and remedy incomplete BOR records)
- FirstCal Indus. Acquisitions, L.L.C. v. Franklin Cty. Bd. of Revision, 125 Ohio St.3d 485 (2010) (prima facie case for sale price with conveyance-fee statement and deed; allocation issues in bulk sales)
- St. Bernard Self-Storage, L.L.C. v. Hamilton Cty. Bd. of Revision, 115 Ohio St.3d 365 (2007) (definition and allocation challenges in bulk sales)
- Conalco, Inc. v. Monroe Cty. Bd. of Revision, 50 Ohio St.2d 129 (1977) (proper allocation of lump-sum purchase price is best evidence of true value for bulk sale)
- Bedford Bd. of Edn. v. Cuyahoga Cty. Bd. of Revision, 132 Ohio St.3d 371 (2012) (owner bears burden to rebut an allocated sale price and to provide corroborating indicia for an alternative allocation)
- Dublin City School Dist. Bd. of Edn. v. Franklin Cty. Bd. of Revision, 139 Ohio St.3d 193 (2013) (BTA must determine true value when audit or sale evidence conflicts)
- Hilliard City Schools Bd. of Edn. v. Franklin Cty. Bd. of Revision, 128 Ohio St.3d 565 (2011) (use of appraisal evidence to adjust bulk-sale allocation)
- Heimerl v. Lindley, 63 Ohio St.2d 309 (1980) (allocated value may be unreasonable if motivated by tax or accounting objectives rather than reflecting true value)