Pedro J. Garcia, Etc. v. Piper Industrial Complex, LLC

• Court: District Court of Appeal of Florida
• Decided: August 13, 2025
• Docket: 3D2024-1235
• Status: Published

Opinion

Third District Court of Appeal State of Florida

Opinion filed August 13, 2025. Not final until disposition of timely filed motion for rehearing.

________________

No. 3D24-1235 Lower Tribunal No. 23-20067-CA-01 ________________

Pedro J. Garcia, etc., et al., Appellants/Cross-Appellees,

vs.

Piper Industrial Complex, LLC, et al., Appellees/Cross-Appellants.

An Appeal from the Circuit Court for Miami-Dade County, Reemberto Diaz, Judge.

Geraldine Bonzon-Keenan, Miami-Dade County Attorney, and Ileana Cruz, Assistant County Attorney; James Uthmeier, Attorney General, and D. Jason Harrison, Senior Assistant Attorney General (Tallahassee), for appellants/cross-appellees.

Law Office of Stanley H. Beck, and Stanley H. Beck (Hallandale Beach), for appellees/cross-appellants.

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). If there

is a qualifying change of ownership or control of the property, the ten percent

cap is inapplicable and the property is to be assessed at “just value” in the

year following such change of ownership or control.

Pedro Garcia, the Miami-Dade County Property Appraiser, and Jim

Zingale, Executive Director of the Florida Department of Revenue

(Appellants), appeal a final summary judgment entered in favor of Piper

Industrial Complex, LLC, and Carsco Group, LLC (Appellees), upon the trial

court’s determination that the transfer of 50% ownership of certain non-

residential property did not constitute a change of ownership or control, and

thus the ten percent assessment limitation under the statute remained in

place for assessing the value of the property for tax purposes.

2 In their cross-appeal, Appellees challenge the trial court’s rejection of

their alternative arguments for entry of summary judgment (1) the Property

Appraiser failed to join the tax collector as an indispensable party as required

by section 194.181(3), Florida Statutes (2023) (requiring the tax collector to

be a defendant in any suit involving the collection of any tax on property);

and (2) the Property Appraiser failed to comply with the timeliness

requirement in section 193.122(3), Florida Statutes (2023).

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. We affirm on the cross-appeal filed by Appellees.

FACTUAL AND PROCEDURAL BACKGROUND

Richard and Barbara Zeeman (the Zeemans), and Piper Industrial

Complex, LLC (Piper) each owned 50% of the subject non-homestead,

commercial property located in Miami-Dade County (“the Property”). In

February 2021, the Zeemans transferred their 50% ownership interest in the

3 Property to Carsco Group, LLC (Carsco), via quitclaim deed. For our

purposes, Piper and Carsco (Appellees) became co-legal owners of the

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. Stat. (2022). 1 After the property is assessed at “just value”

in the year following the change of ownership or control, the ten percent cap

is reset and becomes applicable to subsequent annual 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. The statute defines a

“change of ownership or control” to mean:

any sale, foreclosure, transfer of legal title or beneficial title in equity to any person, or the cumulative transfer of control or of more than 50 percent of the ownership of the legal entity that owned the property when it was most recently assessed at just value, except as provided in this subsection.

(Emphasis added).

Appellees disagreed with the Property Appraiser’s determination that

the Zeemans’ transfer of their 50 percent ownership interest in the Property

to Carsco constituted “a change of ownership or control,” triggering a reset

of the ten percent assessment increase limitation and requiring the Property

to be assessed at “just value” in 2022. Appellees filed a petition with the

Value Adjustment Board (the VAB) challenging the Property Appraiser’s

2022 tax assessment increase resulting from the removal of the ten percent

assessment limitation. The VAB ruled in Appellees’ favor.

In July 2023, the Property Appraiser filed the underlying complaint,

challenging the VAB’s determination and seeking to overturn the VAB’s

reinstatement of the ten percent assessment limitation. 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. This position was based on its own

interpretation of subsection (5)(b)—Appellees argued below and now on

appeal that “change of control or ownership” triggering a reset of the ten

percent cap requires both a transfer of legal title and a “cumulative transfer

of control or of more than 50 percent” of the Property. To support this

position, they submitted an affidavit from Richard Zeeman confirming the

50% transfer to Carsco.

Appellants filed a response and a cross-motion for partial summary

judgment, challenging Appellees’ interpretation of the statute. Appellants

maintained that the second phrase of the definition—“the cumulative transfer

of control or of more than 50 percent of the ownership of the legal entity that

owned the property”—is not an additional requirement to reset the

6 assessment limitation, but instead refers to a separate and independent

event constituting a “change of ownership or control”: where a “legal entity”

owns a commercial property and the ownership of that legal entity

changes, a “change of ownership or control” has occurred, triggering a reset

of the ten percent assessment limitation. This is a separate event from a

reset of the assessment triggered by “any sale [or]. . . transfer of legal title. .

. to any person” which Appellants argue occurred here when the Zeemans

executed the quitclaim deed to Carsco. Appellants filed a copy of the

quitclaim deed and an affidavit in support of their cross-motion.

The trial court held a hearing and thereafter granted Appellees’

summary judgment motion, adopting their position that Zeemans’ transfer of

50% ownership to Carsco did not constitute a change of ownership or control

triggering a reset of the ten percent assessment limitation under the statute

and an assessment of the Property at just value. However, the trial court

rejected Appellees’ additional arguments that the Property Appraiser failed

to join the tax collector as purportedly required by section 194.181(3), and

failed to comply with the timeliness requirement in section 193.122(3).

The Property Appraiser moved for rehearing, which the trial court

denied, and this appeal followed.

7 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, property assessed under this section shall be assessed at just value as of January 1 of the year following a qualifying improvement or change of ownership or control. Thereafter, the annual changes in the assessed value of the property are subject to the limitations in subsections (3) and (4).

Subsection (5)(b) defines “a change of ownership or control”:

(b) A change of ownership or control means any sale, foreclosure, transfer of legal title or beneficial title in equity to any person, or the cumulative transfer of control or of more than 50 percent of the ownership of the legal entity that owned the property when it was most recently assessed at just value, except as provided in this subsection. There is no change of ownership if:

1. The transfer of title is to correct an error.

2. The transfer is between legal and equitable title.

8 3. For a publicly traded company, the cumulative transfer of more than 50 percent of the ownership of the entity that owns the property occurs through the buying and selling of shares of the 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

(2) “the cumulative transfer of control or of more than 50 percent of the

ownership of the legal entity that owned the property when it was most

recently assessed at just value.”

It is “axiomatic that all parts of a statute must be read together in order

to achieve a consistent whole.” Forsythe v. Longboat Key Beach Erosion

Control Dist., 604 So. 2d 452, 455 (Fla. 1992). Further, we must analyze all

of the pertinent language of the statute, in both its specific and broader

2 The parties agree that none of the exceptions listed in subsection 5(b)1.- 3., applies to the instant case.

9 context, to “exhaust ‘all the textual and structural clues’” that bear on the

meaning of a disputed text. Alachua Cnty. v. Watson, 333 So. 3d 162, 169

(Fla. 2022) (quoting Niz-Chavez v. Garland, 593 U.S. 155, 160 (2021)). That

is because “[t]he plainness or ambiguity of statutory language is determined

by reference to the language itself, the specific context in which that

language is used, and the broader context of the statute as a whole.”

Robinson v. Shell Oil Co., 519 U.S. 337, 341 (1997); see also Conage v.

United States, 346 So. 3d 594, 598 (Fla. 2022) (“Viewed properly as rules of

thumb or guides to interpretation, rather than as inflexible rules, the

traditional canons of statutory interpretation can aid the interpretive process

from beginning to end (recognizing that some canons, like the rule of lenity,

by their own terms come into play only after other interpretive tools have

been exhausted). It would be a mistake to think that our law of statutory

interpretation requires interpreters to make a threshold determination of

whether a term has a ‘plain’ or ‘clear’ meaning in isolation, without

considering the statutory context and without the aid of whatever canons

might shed light on the interpretive issues in dispute.”).

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). Statutory use of the term “any”

is significant, and is generally considered to mean “all-inclusive.” State v.

Mark Marks, P.A., 833 So. 2d 249, 251 (Fla. 4th DCA 2002).

This first phrase is followed by a comma and the injunctive “or,”

indicating the next phrase is an additional or alternative circumstance

constituting a “change of ownership or control.” Wagner v. Botts, 88 So. 2d

611, 613 (Fla. 1956) (“We deem it proper to adhere to what now appears to

be the better rule which is to treat the rules of punctuation on a parity with

other rules of interpretation.”).

The second phrase provides that a “change of ownership or control”

also means “the cumulative transfer of control or of more than 50 percent of

the ownership of the legal entity that owned the property.” (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 sale, foreclosure, transfer of legal title or

beneficial title in equity to any person.” (Emphasis added). Patino v. State,

390 So. 3d 164, 168 (Fla. 3d DCA 2024) (“A fundamental canon of statutory

construction is that courts must endeavor to give meaning to each word and

phrase contained in a statute or rule, and ‘courts should avoid readings that

would render part of a statute meaningless.’” (quoting Unruh v. State, 669

So. 2d 242, 245 (Fla. 1996))) (additional quotation omitted); Allstate Indem.

Co. v. Gady Abramson, D.C., P.A., 403 So. 3d 1021, 1023 (Fla. 3d DCA

2024) (“A basic tenet of statutory interpretation is that a statute should be

interpreted to give effect to every clause in it, and to accord meaning and

harmony to all of its parts.” (quoting Fortune v. Gulf Coast Tree Care Inc.,

148 So. 3d 827, 828 (Fla. 1st DCA 2014))).

Instead, the use of the comma, coupled with the injunction “or,” creates

two separate scenarios constituting a change of ownership or control. This

reading is internally consistent where the first scenario—“any sale,

foreclosure, transfer of legal title or beneficial title in equity” applies to when

such transfers are made to “any person”—and the second scenario—"the

cumulative transfer of control or of more than 50 percent of the ownership”—

applies to a “legal entity that owned the property.”

12 Had the legislature wanted to impose a requirement that the ten

percent assessment be reset upon a sale or transfer of more than 50% of

the property, it could have done so. Indeed, the Legislature used precisely

that language in describing the transfer of ownership or control of the entity

owning the underlying property. Surely the Legislature could have defined a

“change of ownership or control” to mean “any sale, foreclosure, transfer of

more than 50 percent of legal title or beneficial title in equity to any person”

had that been its intent. This would have mirrored the language expressly

used in describing the second type of transfer—the “cumulative transfer of

control or of more than 50 percent of the ownership of the legal entity

that owned the property. . . .” But this language was not included in the

statute and we are not at liberty to add such language to the plain and

unambiguous provisions of the statute. See Pub. Health Tr. of Miami-Dade

Cnty. v. State, Agency for Health Care Admin., 751 So. 2d 112, 114 (Fla. 3d

DCA 2000) (citing Beasley Broad., Inc. v. State, Div. of Licensing, 693 So.

2d 668, 670 (Fla. 2d DCA 1997)).

Our construction of the statute is logical and reasonable not only when

considering the language in the specific context in which it is used, but also

when considered in the broader context of the statute as a whole. For

example, this construction is consistent with the third exception listed in

13 subsection (5)(b)3., which specifically provides “no change of ownership”

occurs where, in the case of a publicly traded company, “the cumulative

transfer of more than 50 percent of the ownership of the entity that owns the

property occurs through the buying and selling of shares of the company on

a public exchange.” (Emphasis added). The subsection further illustrates that

“more than 50 percent” refers to the ownership of the entity owning the real

property.

Additionally, the construction urged by Appellants is not reasonable

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). If the change of ownership is recorded by a deed or other instrument in the public records of the county where the property is located, the recorded deed or 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). See Yeste v. Miami Herald Publ’g Co., 451 So. 2d 491, 493

(Fla. 3d DCA 1984) (“We are, of course, constrained by law to give full effect

to the legislative purpose behind a statute and to avoid constructions which

lead to absurd or unreasonable results.”). 3

Given the statute’s plain language, and the undisputed evidence that

the Zeemans transferred the commercial property, via quitclaim deed, to

Carsco, the trial court erred in granting Appellees’ motion for summary

judgment. See generally S & A Prop., 360 So. 3d at 437 (“[W]hen a grantor

delivers a quitclaim deed, the grantor is divested of any interest in the deeded

property, and any interest of the grantor vests in 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. Inv. Servs., LLC v. Garcia, 360 So. 3d 432 (Fla. 3d DCA 2023), we find such reliance misplaced, because S & A Prop. does not address the same issue as that presented here.

15 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. We find no merit in the issues raised on Appellees’ cross-appeal,

and affirm as to those claims. 4

4 As to the claim of failure to join indispensable party, see, e.g., Manasota Burial Parks, Inc. v. Perkins, 440 So. 2d 479, 481 (Fla. 2d DCA 1983) (finding it was “not essential to jurisdiction that the tax collector be joined at the outset of the case” where appellants brought suit to contest the 1981 tax assessment of various properties); cf. Yorty v. Abreu, 988 So. 2d 1155, 1156, n. 1 (Fla. 3d DCA 2008) (“[T]he trial court abused its discretion in denying the Tax Collector's motion to intervene . . . [b]ecause the original suit involved questions relating to tax deeds” (quoting § 194.181(3), Fla. Stat. (2003) (“In any suit involving the collection of any tax on property, as well as questions relating to tax certificates or tax deeds, the tax collector charged under the law with collecting such tax shall be the defendant.”)).

As to the claim of failure to meet the time requirements of section 193.122(3), see, e.g., Primeco Pers. Commc'ns, L.P. v. Mastroianni, 837 So. 2d 1157, 1159 (Fla. 1st DCA 2003) (finding property appraiser’s complaint timely where filed thirty days after recertification per section 193.122(4)).