Union Pacific Railroad v. Wyoming State Board of Equalization

802 P.2d 856, 1990 Wyo. LEXIS 148, 1990 WL 194343

• Court: Wyoming Supreme Court
• Decided: December 10, 1990
• Docket: 90-103
• Status: Published

Opinions

CARDINE, Justice.

Union Pacific Railroad Company (Union Pacific) challenges the Sweetwater county assessor’s (assessor) 1987 tax assessment of seventeen mobile homes. The Sweetwa-ter County Board of Equalization found in favor of Union Pacific. The State Board of Equalization reversed, and the district court affirmed the state board. Union Pacific appeals the decision of the district court.

We affirm the decision of the district court.

Union Pacific raises a single issue on review:

“Whether the two intermediate reviewing tribunals, i.e., the State Board of Equalization and the district court, erroneously substituted their judgment for that of the trier of facts in the first instance, the Sweetwater County Board of Equalization.”

Sometime before the 1987 tax assessment, Union Pacific purchased a number of mobile homes for track crew temporary living quarters. Seventeen of these mobile homes were situated in Sweetwater County. During April 1987, Union Pacific offered the homes for sale, advertised, and sent out invitations to bid to at least one hundred mobile home dealers. The homes were offered for sale individually. The sale was made to a single buyer who bought all seventeen mobile homes involved in this appeal.

The seventeen mobile homes were assessed by the Sweetwater county assessor in late 1987 as omitted property pursuant to W.S. 39-2-403(c), which provides:

“Property omitted from prior year tax lists discovered by the county assessor shall be added to the assessment roll and taxes computed and collected for the period the property was omitted not exceeding five (5) prior years or since the last change in ownership, whichever is less.”

The assessor was unaware that the mobile homes had been sold by Union Pacific at the time of the assessment. She followed the state regulations for valuing mobile homes and valued the homes at 25% of their 1967 replacement cost.

The sale price of the homes differed drastically from the assessor’s estimated fair value, as illustrated by the chart below:

Tax Acc’t No. Location Estimated Assessor’s Actual Fair Value Sale Price

17188 Riner $19,139 $2,000

17189 Riner $19,139 $2,000

17190 Crestón Jet. $19,583 $2,000

17191 Crestón Jet. $19,583 $2,000

17192 Crestón Jet. $20,017 $3,100

17193 Wamsutter $19,139 $ 500

17194 Wamsutter $19,583 $2,000

17195 Bitter Creek $17,383 $ 500

17196 Bitter Creek $17,817 $ 500

17197 Pt. of Rocks • $19,139 $ 500

17198 Pt. of Rocks $15,739 $ 500

17199 Pt. of Rocks $17,817 $ 500

17200 Pt. of Rocks $17,817 $ 500

17201 Bryan $16,939 $ 500

17202 Bryan $16,939 $ 500

17203 West Vaco $19,139 $ 500

17204 West Vaco $19,139 $ 500

Union Pacific paid the tax due on the value assigned by the assessor but filed a protest with the Sweetwater County Board of Equalization. A hearing was held before the board, and both parties provided testimony and exhibits.

The county board, on October 5, 1988, issued “Findings of Fact, Conclusions of Law and Order” in which it held that the sale by Union Pacific was an arms-length, bona fide transaction, and that the sale price of the homes was their “fair value” for tax purposes. It ordered the assessor to adjust the taxable value to match the sale price of the units.

The county assessor timely appealed the county board’s decision to the State Board of Equalization. The state board reviewed the evidence on file and briefs submitted by the parties and issued its findings, conclusions, and order on August 31, 1989. The state board concluded that the price received by Union Pacific in its sale of the mobile homes was not their “fair value” because the sale was not a “market place transaction” under Wyoming State Tax Commission/State Board of Equalization rules. The state board reversed the decision of the county board and remanded the case to the county board for reassessment, taking into account the actual condition of the homes and providing an adequate allowance for depreciation.

Union Pacific then petitioned the district court for judicial review of the state board’s decision. The district court issued a decision letter on February 14, 1990, upholding the decision of the state board. The district court found that the question of “[wjhether the pricing decision of the market can be accepted as ‘fair market value’ ” presented a question of law for which it was not required to accept the findings of the county board. The court found that the sale at issue was in the nature of a wholesale transaction, and that valuation should be determined by reference to the price to be paid by the ultimate consumer. It upheld the state board’s remand of the case to the county board.

The scope of our review of agency decisions is limited to the extent specified in W.R.A.P. 12.09 and W.S. 16-3-114(c) (July 1990 Repl.). Wyoming Statute 16-3-114(c) states:

“(c) To the extent necessary to make a decision and when presented, the reviewing court shall decide all relevant questions of law, interpret constitutional and statutory provisions, and determine the meaning or applicability of the terms of an agency action. In making the following determinations, the court shall review the whole record or those parts of it cited by a party and due account shall be taken of the rule of prejudicial error. The reviewing court shall:

“(i) Compel agency action unlawfully withheld or unreasonably delayed; and

“(ii) Hold unlawful and set aside agency action, findings and conclusions found to be:

“(A) Arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law;

“(B) Contrary to constitutional right, power, privilege or immunity;

“(C) In excess of statutory jurisdiction, authority or limitations or lacking statutory right;

“(D) Without observance of procedure required by law; or

“(E) Unsupported by substantial evidence in a case reviewed on the record of an agency hearing provided by statute.”

In considering an appeal from a district court’s review of agency action, we are not bound by, nor must we accord any special deference to, the district court’s decisions on questions of law. Matter of North Laramie Land Co., 605 P.2d 367, 373 (Wyo.1980). The deference we accord to the fact finder’s determination of fact belongs to the administrative agency, not the district court. Wyoming Public Service Comm’n v. Hopkins, 602 P.2d 374, 377 (Wyo.1979).

“[Ujsing the same evidentiary materials and the same review standards as the district court, we conduct an independent inquiry into the matter, just as if it had proceeded directly to us from the agency.” Southwest Wyoming Rehab. Center v. Employment Sec. Comm’n, 781 P.2d 918, 920 (Wyo.1989).

Since in this case the county board was the finder of the fact and the state board heard no additional testimony, we will treat the state board as an intermediate level of review and accord deference only to the county board’s findings of fact. Thus, the primary focus of our review will be whether the county board’s decision was lawful and supported by substantial evidence.

The Sweetwater county board found that it had jurisdiction over Union Pacific’s protest and appeal; that the mobile homes were sold pursuant to an invitation to bid and purchased by one buyer; that they were assessed in late 1987 as omitted property; that the county assessor had followed state direction for valuing mobile homes at 25% of their 1967 fair market value; and that, at the time of the sale, the county assessor was unaware of the sale price or the nature of the sale transaction. It further found that the value of the mobile homes as assessed far exceeded the value for which they were sold; that the homes had not been inspected by the county assessor; and that the deputy county assessor, Marvin Applequist, had admitted that the sale met all of the elements of a fair value sale. Finally, the board found that the information and data regarding the sale were within the definition of information or data that the county assessor should consider in determining fair value.

We find these material facts are supported by substantial evidence and will not seek to substitute our judgment for that of the agency. It is the agency’s conclusions of law which are primarily in dispute in this appeal.

The board made the following conclusions of law in this case:

“1. That the sale made by the Union Pacific Corporation to Ponderosa Village of Cheyenne, Wyoming, was an arms-length, bona fide commercial transaction. “2. That the terms of the above-referenced sale did and do constitute the best information available to the County Assessor with respect to value.

“3. That the amount received by Union Pacific Corporation with respect to said mobile homes is the fair value of said mobile homes in accordance with the rules and regulations of the Wyoming State Tax Commission, Chapter 22, Section 4(a).”

Proper analysis of the board’s conclusions requires that we clarify a threshold question of administrative procedure. The district court questioned whether the county board’s conclusions of law were legal conclusions or were actually agency findings of fact in disguise. We determine that the county board’s conclusions were neither wholly conclusions of law nor findings of fact, but were rather findings of ultimate fact or of mixed questions of law and fact. We will take this opportunity to clarify the rules applicable to judicial review of mixed questions of law and fact.

The federal third circuit has articulated the difference between findings of basic fact and ultimate facts as follows:

“Basic facts are the historical and narrative events elicited from the evidence presented at trial, admitted by stipulation, or not denied, where required, in responsive pleadings. Inferred factual conclusions are drawn from basic facts and are permitted only when, and to the extent that, logic and human experience indicate a probability that certain consequences can and do follow from the basic facts. * * * No legal precept is implicated in drawing permissible factual inferences. But an inferred fact must be distinguished from a concept described in a term of art as an ‘ultimate fact.’ So conceived, an ultimate fact is a mixture of fact and legal precept[.]” Universal Minerals, Inc. v. C.A. Hughes & Co., 669 F.2d 98, 102 (3rd Cir.1981) (emphasis added).

Davis gives examples of such ultimate facts, or mixed questions of law and fact, in his Administrative Law Treatise:

“Mixed questions of law and fact are common throughout the law. Some easy samples: Is X the owner? Is the book obscene? Is the foreman an employee? Is the reorganization plan fair and equitable? Was the defendant negligent?” 5 Davis, Administrative Law Treatise § 29:9 at 367 (2nd ed. 1984).

The distinction in our standard of review of agency findings of fact and conclusions of law is well established. When reviewing an agency’s findings of fact, we look to see if we can find from the evidence preserved in the record a rational view for the findings of fact made by the agency. If so, we then say the findings are supported by substantial evidence, and our review of them is complete. Holding’s Little America v. Board of County Comm’rs, 670 P.2d 699, 704 (Wyo.1983).

Our standard of review for agency determinations of questions of law requires us to examine three distinct possibilities:

“The agency may correctly apply their findings of fact to the correct rule of law. In such case, the agency’s conclusions are affirmed. But the agency could apply their findings of fact to the wrong rule of law or they could incorrectly apply their findings of fact to a correct rule of law. In either case, we correct an agency conclusion to ensure accordance with law. Our standard of review for any conclusion of law is straightforward. If the conclusion of law is in accordance with law, it is affirmed; if it is not, it is to be corrected.” Employment Security Comm ’n v. Western Gas Processors, Ltd., 786 P.2d 866, 871 (Wyo.1990) (citations omitted).

When an agency’s determinations contain elements of law and fact, we will not treat them as findings of fact. We extend deference only to agency findings of “basic fact.” When reviewing a finding of “ultimate fact,” we divide the factual and legal aspects of the finding to determine whether the correct rule of law has been properly applied to the facts. If the correct rule of law has not been properly applied, we do not defer to the agency’s finding but correct the agency’s error in either stating or applying the law. See, Cooley v. Hollister, 38 Wash.App. 447, 687 P.2d 230, 233 (1984); Mill Street Church of Christ v. Hogan, 785 S.W.2d 263, 266 (Ky.App.1990); Cf. Forbes v. Poudre School Dist. R-1, 791 P.2d 675, 679 (Colo.1990) (agency appellate level had responsibility to make own ultimate findings of fact, which could differ from those of ALJ); and see generally, 2 Am.Jur.2d Administrative Law §§ 618, 670 (1962) and cases cited therein. But see, Comptroller of Treasury v. World Book Childcraft International, Inc., 67 Md.App. 424, 508 A.2d 148, 156 (1986) (great deference to agency application of law to facts).

We now address the county board’s conclusions of law to determine whether the agency properly applied the correct law to facts supported by substantial evidence. The board's conclusion that Union Pacific’s sale price was the fair value of the mobile homes for tax purposes rests on its conclusions that the sale was an “arms-length, bona fide transaction” whose terms “constituted the best available information” with respect to value. Our ultimate concern is whether the agency properly determined, by a permissible application of authority to the facts, that the sale price constituted “fair value.”

Wyoming Statute 39-2-102 (May 1985 Repl.), in effect at the time, provided:

“All taxable property shall be valued at a fair value in conformity with the values and procedures prescribed by the board as provided by this act.”

The Rules and Regulations of the Wyoming State Tax Commission, ch. XXII, § 4(a) described “fair value” as follows:

“ ‘Fair value’ is defined as the amount in cash, or terms reasonably equivalent to cash, that a well informed buyer is justified in paying for a property and a well informed seller is justified in accepting, assuming that neither of the parties thereto are acting under undue compulsion and assuming further that the property has been offered in the marketplace for a reasonable length of time.”

There is ⅛ split in authority on the question of whether the price paid in a fair sale is conclusive evidence of a property’s value for tax assessment purposes. See generally, Annotation, Sale Price of Real Property as Evidence in Determining Value for Tax Assessment Purposes, 89 A.L.R.3d 1126 (1979). Our previous cases have not directly addressed this question, and we do not need to resolve it in this appeal. The real question is whether Union Pacific’s sale of the trailers was for “fair value” under the requirements of the tax commission rule.

The major point of contention concerning the sale is whether the trailers were “offered in the market place for a reasonable length of time.” We find that they were not.

At the county board hearing, Janet Culp, a Union Pacific agent, testified as follows:

“In late April of 1987, Union Pacific advertised and sent out bid requests to one hundred mobile home dealers. Bids were on an individual basis on twenty-nine mobile homes, seventeen of which were located in [Sweetwater] County. Bids ranged from five hundred dollars to three thousand one hundred dollars [per unit].” (emphasis added)

The invitation to bid sent by Union Pacific instructed bidders to “submit your written quotation by utilizing pre-addressed envelope.”

In Guild Wineries and Distilleries v. Fresno County, 51 Cal.App.3d 182, 124 Cal.Rptr. 96, 98 (1975), the California Court of Appeals defined an “open market transaction” for tax purposes as follows:

“An ‘open market’ transaction is one where the sale price is negotiated between the buyer and seller as distinguished from a sale resulting from the submission of bids where the seller sells to the highest bidder or the buyer buys from the lowest bidder.”

In Miller v. Corporation Comm’n, 635 P.2d 1006 (Okla.1981), the Oklahoma Supreme Court stated, in a case involving the fair market value of forcibly pooled minerals, that a sale on the open market contemplates face-to-face negotiations at arms length. “By its very nature, the sealed-bid process is incompatible with an open market sale.” Miller, at 1008.

In this case, the submission of bid letters to one hundred mobile home dealers and the receipt of sealed bids did not provide the give and take between buyer and seller that constitutes an open market sale. We are unwilling to say that no auction of a property could ever provide its fair value for tax assessment purposes. But where a property is only offered to dealers using sealed bids and the value paid by the successful bidder is grossly disproportionate to the assessed value (accounting for depreciation), we hold that fair value is not established by the sale, and the assessor may disregard the sale price in favor of other proper criteria used to determine fair value.

The county board of equalization’s conclusion in this case that the amount received by Union Pacific was fair value is erroneous as a matter of law. We affirm the district court’s order. Reassessment should be accomplished under the guidelines set forth in this opinion and that of the state board.

Affirmed.

URBIGKIT,' C.J., filed a specially concurring opinion.

THOMAS, J., filed a dissenting opinion.