Dolphin Residential Cooperative, Inc. v. Iowa City Board of Review

863 N.W.2d 644, 2015 Iowa Sup. LEXIS 58, 2015 WL 2261250
CourtSupreme Court of Iowa
DecidedMay 15, 2015
Docket13–1031
StatusPublished
Cited by10 cases

This text of 863 N.W.2d 644 (Dolphin Residential Cooperative, Inc. v. Iowa City Board of Review) is published on Counsel Stack Legal Research, covering Supreme Court of Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Dolphin Residential Cooperative, Inc. v. Iowa City Board of Review, 863 N.W.2d 644, 2015 Iowa Sup. LEXIS 58, 2015 WL 2261250 (iowa 2015).

Opinions

APPEL, Justice.

In this case, the Iowa City Board of Review (Board) appeals from a district court ruling that ordered the Board to reclassify twenty-two multiunit apartment buildings as residential property for tax assessment purposes. Classification of the property as residential would require the Board to tax the property at residential [645]*645rather than commercial property tax rates. The Board appeals, contending Dolphin Residential Cooperative, Inc. (Dolphin) was not properly organized under Iowa Code chapter 499A. As a result, the Board argues that Dolphin fails the organizational test for residential cooperatives adopted by this court in Krupp Place 1 Co-op, Inc. v. Board of Review, 801 N.W.2d 9 (Iowa 2011). The Board argues that because Dolphin fails the organizational test, the subject property should remain classified as commercial for property tax purposes. For the reasons set forth below, we reverse the summary judgment entered in favor of Dolphin and remand for the district court to enter summary judgment in favor of the Board.

I. Background Facts and Proceedings.

Dolphin was created on December 22, 2011, when Dolphin caused to be filed articles of incorporation with the Iowa secretary of state seeking to organize as a multiple housing cooperative under Iowa Code chapter 499A. The articles of incorporation listed attorneys Laurie L. Dawley and Dennis J. McMenimen as organizers.1 Both Dawley and McMenimen signed the articles of incorporation. Both Dawley and McMenimen are citizens of the state of Iowa and over the age of eighteen. The articles of incorporation named Vijay J. Bhatt, an out-of-state resident, as the sole initial member of the board of directors. A document entitled “Consent Resolutions of Directors,” listed Bhatt as president, vice president, treasurer, and secretary of the cooperative. The consent resolutions authorized and directed Dolphin to acquire property located at .2401 Highway 6 East in Iowa City, Iowa, which contained four hundred apartment units owned by Dolphin International, LLC (Dolphin International), and RBJ Management, Inc. (RBJ). Finally, the consent resolutions authorized Dolphin’s issuance of three hundred ninety-nine membership certificates to Dolphin International and one membership certificate to RBJ in exchange for their respective interests in the real estate.

On December 23, the Iowa secretary of state issued a document entitled “Acknowledgment of Document Filed,” acknowledging receipt of the articles of incorporation for Dolphin and confirming such articles were effective as of December 22, 2011. The secretary of state also directed the recording of the articles of incorporation with the Johnson County recorder. By two deeds recorded December 27, Dolphin acquired title to the subject real estate described above and commonly known as Dolphin Lake Point Enclave (the Enclave). These deeds were from Dolphin International, an Illinois limited liability company, and RBJ, an Illinois corporation. The Enclave is an apartment complex in Iowa City that consists of twenty-two buildings comprising four hundred residential apartment units. Thereafter, pursuant to Iowa Code section 499A.11 (2011) and as authorized by the board of directors, Dolphin issued four hundred certificates of membership, one for each apartment unit at the Enclave. Dolphin issued three hundred ninety-nine membership certificates to Dolphin International and one membership certificate to RBJ. Dolphin and Dolphin International then entered into a proprietary lease for Dolphin International’s three hundred ninety-nine apartment units, and RBJ did the same for its one apartment unit.

In January 2012, the Iowa City assessor classified the Enclave as commercial property. Based on the commercial classifica[646]*646tion for the Enclave, Dolphin’s real estate taxes for the 2012-2013 fiscal year for the property were $307,366. Dolphin challenged this classification with the Iowa City assessor asserting that because it was a multiple housing cooperative, organized under chapter 499A of the Iowa Code, the Enclave should have been classified as residential property under Iowa Code section 441.21(11). This Code section expressly classified as “ ‘residential property’ ... all land and buildings of multiple housing cooperatives organized under chapter 499A.” Iowa Code § 441.21(11) (emphasis omitted).

In a letter dated April 2, the Iowa City assessor refused to change the classification of the Enclave to residential. The reason given for the refusal was that Dolphin failed to satisfy the statutory requirements of Iowa Code chapter 499A, as interpreted by the Iowa Supreme Court in the Krupp case, in that it did not pass the organizational test. Dolphin was advised of its right to appeal the assessment classification to the Board, which it did.

By notice dated May 25, the Board notified Dolphin that its request to reclassify the Enclave had been denied. The Board found there was “[i]nsufficient evidence to prove that the petitioned property is not assessable, is exempt from taxes, or is misclassified.” Dolphin appealed the Board’s decision to the district court.

During the course of the appeal, the parties filed cross-motions for summary judgment on the classification issue, with each party resisting the opposing motion. Dolphin argued that it satisfied the organizational test adopted by this court in Krupp because Dawley and McMenimen, as organizers, satisfied the requirements outlined in section 499A.1(1): See Iowa Code § 499A.1(1). Additionally, Dolphin took the position that the Board’s rejection of its classification was an attempt to resurrect the “actual use” test this court rejected in Krupp. Finally, Dolphin argued that the majority-citizenship requirement contained in section 499A.1(1), as interpreted by the Board, would violate the dormant Commerce Clause of the United States Constitution.

The Board emphasized that Dolphin failed to meet the requirements set forth in Krupp because Dolphin was not properly organized under chapter 499A. The Board argued for a “meaningful organizational test.” Specifically, the Board contended that Dolphin failed to meet the statutory requirement of members “organizing themselves,” or the statutory requirement that two adult natural persons be organizers of the cooperative. The Board argued that the two purported organizers of Dolphin, Dawley and McMeni-men, were not members “organizing themselves,” as required by section 499A.1(1), as the two were not members of the Dolphin cooperative. Id. (emphasis added). According to the Board, Dawley and McMenimen cannot be considered proper organizers for purposes of1 satisfying the requirements of section 499A.1(1). Rather, the Board insisted the proper organizers under section 499A.1(1) must be the two entities which ultimately obtained “Certificates of Membership” in Dolphin, Dolphin International and RBJ. These entities failed the statutory requirements of section 499A.1(1) as they are neither persons of full age, nor citizens of the state of Iowa.

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Bluebook (online)
863 N.W.2d 644, 2015 Iowa Sup. LEXIS 58, 2015 WL 2261250, Counsel Stack Legal Research, https://law.counselstack.com/opinion/dolphin-residential-cooperative-inc-v-iowa-city-board-of-review-iowa-2015.