Love v. Fulton Cnty. Bd. of Tax Assessors

• Decision Date: 01 June 2021
• Docket Number: S21A0329
• Citation: 859 S.E.2d 33,311 Ga. 682
• Court: Georgia Supreme Court
• Parties: LOVE et al. v. FULTON COUNTY BOARD OF TAX ASSESSORS et al.

311 Ga. 682

859 S.E.2d 33

LOVE et al.

v.FULTON COUNTY BOARD OF TAX ASSESSORS et al.

S21A0329

Supreme Court of Georgia.

Decided: June 1, 2021

Wayne B. Kendall, P.C., Wayne B. Kendall, for Appellants.

Holland & Knight LLP, Robert Sparks Highsmith, Jr., Allen Andre Hendrick, Phil James George, III, Detriss Thomas,Patrise M. Perkins-Hooker, Kaye Woodard Burwell, Cheryl Melissa Ann Ringer, Christopher M. Carr, Attorney General, Alex Fredrick Sponseller, Senior Assistant Attorney General, Julie Adams Jacobs, John Scott Forbes, Joseph Lawton Bearden, Assistant Attorneys General, for Appellees.

Ellington, Justice.

This case arose from a taxpayer grievance concerning whether the Fulton County Board of Tax Assessors (the "Board") had been diligent in determining that the Atlanta Falcons Stadium Company LLC ("StadCo"), had a usufruct interest in the Mercedes-Benz Stadium that was not subject to ad valorem taxation. In 2017, Albert E. Love and other Fulton County taxpayers (the "appellants") sued the Board, the individual members of the Board, and the Board's Chief Appraiser, seeking mandamus and other relief.¹ Since then, the suit has been dismissed, appealed to the Court of Appeals, see Love v. Fulton County Board of Tax Assessors , 348 Ga. App. 309, 821 S.E.2d 575 (2018), remanded, amended to add claims and intervenors, and then dismissed again.

At issue in this appeal is whether the trial court properly dismissed the appellants’ fourth amended petition, which asserted claims for mandamus, declaratory and injunctive relief, and a refund of taxes paid. In support of its claims, the appellants asserted that the Board and its members had committed a gross abuse of discretion by failing to find that StadCo had a leasehold interest in the stadium that is subject to ad valorem taxation. The appellants also asserted that the Board's decision was based on an "unconstitutionally adopted" exemption codified in OCGA § 10-9-10. The appellees and intervenors StadCo and the Georgia World Congress Center Authority ("GWCCA") answered and filed motions arguing, among other things, that the Board had properly determined that StadCo's interest was a non-taxable usufruct after conducting an investigation and holding a hearing at which they considered evidence concerning the nature of StadCo's interest. They also argued that the Board's decision was not based on OCGA § 10-9-10 but on an evaluation of agreements entered into between the intervenors prior to the construction of the stadium. In its order dismissing the case, the trial court addressed each of the appellants’ claims and found that the petition lacked any legal basis for recovery. On appeal, the appellants contend that the trial court erred in dismissing the petition, allegedly sua sponte, arguing primarily that the trial court had applied an incorrect standard of review. They also contend that the trial court erred in declining to find OCGA § 10-9-10 unconstitutional. For the following reasons, we see no error and affirm the judgment.

A motion to dismiss for failure to state a claim upon which relief may be granted should not be sustained unless (1) the allegations of the complaint disclose with certainty that the claimant would not be entitled to relief under any state of provable facts asserted in support thereof; and (2) the movant establishes that the claimant could not possibly introduce evidence within the framework of the complaint sufficient to warrant a grant of the relief sought.

(Footnotes omitted.) Anderson v. Flake, 267 Ga. 498, 501 (2), 480 S.E.2d 10 (1997). See also OCGA § 9-11-12 (b) (6). In assessing whether a claim should be dismissed, a court may consider exhibits attached to and incorporated into the complaint and answer. See OCGA § 9-11-10 (c) ("A copy of any written instrument which is an exhibit to a pleading is a part thereof for all purposes."); Minnifield v. Wells Fargo Bank, N. A., 331 Ga. App. 512, 514-515 (2), 771 S.E.2d 188 (2015) ("When considering a motion to dismiss for failure to state a claim, a trial court may consider exhibits attached to and incorporated into the complaint and answer." (citation omitted)). To the extent there are inconsistencies between the allegations in the complaint and exhibits attached to the complaint, the exhibits control. See Lord v. Lowe , 318 Ga. App. 222, 223-224, 741 S.E.2d 155 (2012). The appellate court "review[s] de novo the trial court's ruling on the [defendants’] motion to dismiss, accepting as true all well-pled material allegations in the complaint and resolving any doubts in favor of [the plaintiff]."

Greene County School Dist. v. Circle Y Constr., 291 Ga. 111, 112, 728 S.E.2d 184 (2012).

1. According to the fourth amended petition and its exhibits, before the new stadium was built, the GWCCA owned and operated the Georgia Dome, which was the home venue for the Atlanta Falcons professional football team. Prior to investing $1.5 billion to construct the new stadium, the parties involved in the project entered into a number of agreements concerning the tax ramifications of their interests in the stadium. On April 5, 2013, GWCCA, StadCo, and Atlanta Falcons Football Club, LLC (the "Club"), entered into a "Memorandum of Understanding for a Successor Facility to the Georgia Dome" (the "MOU"). That same day, GWCCA, the Atlanta Development Authority d/b/a Invest Atlanta ("Invest Atlanta"), and StadCo entered into a "Tri-Party Memorandum of Understanding for a Successor Facility to the Georgia Dome" (the "Tri-Party MOU").

With respect to taxation, the MOU states that "[n]either StadCo nor the GWCCA expect any ad valorem taxes to be payable with respect to their respective interests in such real property and improvements for the [stadium project], and neither Party will in any event assume or undertake any ad valorem tax responsibilities or liabilities of the other." The MOU further provided that "StadCo shall have received confirmation from the [Board] or other appropriate governmental authority in form reasonably satisfactory to StadCo that StadCo's and the Club's rights with respect to the [stadium] under the License Agreement and related agreements will constitute a usufruct."² On August 6, 2013, StadCo's counsel provided the Board and the Board's Chief Appraiser with a lengthy legal memorandum analyzing the terms of the MOU and the Tri-Party MOU, which asserted that, "based on the significant amount of control over the [stadium] that is retained by the GWCCA, StadCo's License with respect to the [stadium] creates a usufruct and not an estate for years."

On August 22, 2013, at a regularly scheduled meeting of the Board, a motion was introduced to consider whether StadCo's interest would be exempt from ad valorem taxes. After discussing the motion, the Board unanimously voted that StadCo's interest in the stadium was not subject to ad valorem taxes. That same day, the Board issued a "Statement of Intent to Exempt Real and Personal Property" (the "Exemption Decision"), which expressly provides that StadCo's interest in the stadium would not be subject to ad valorem taxation.

The Board's Exemption Decision states that it was based on its evaluation of the MOU and the Tri-Party MOU. The MOU is an 86-page document that outlines in detail the expectations and understanding of GWCCA, StadCo, and the Club with respect to the financing, construction, development, and operation of the stadium, including the terms of proposed lease or license agreements. The Tri-Party MOU is a 99-page document that similarly outlines the expectations and understanding between the parties with respect to additional rights and obligations concerning the use of the stadium. The Board's Exemption Decision provides, in relevant part:

Based on the [MOU and the Tri-Party MOU], and pursuant to OCGA § 10-9-10,^{[3 ]} it is the intent of the Fulton County Board of Assessors to recognize the exempt status to the real and business personal property included in the [MOUs] and the lease/license of the stadium property including all buildings, parking areas and other real and personal property to be constructed and utilized under the terms of the lease/license.

This exemption will take effect upon commencement of construction of the stadium and remain in effect throughout the term of the lease/license agreement provided that the terms of the [MOUs] are not altered and the lease/license does not substantially change the terms and conditions of the [MOUs]. Any changes or alterations of such [MOUs] or lease/license agreements will be subject to review by the Fulton County Board of Assessors to ensure that such changes do not alter the relationship of the parties substantially that would create a change that would render the property taxable under Georgia Law.

Based on the Exemption Decision, StadCo was not required to nor has it paid ad valorem taxes on its right to use the stadium.

On May 18, 2015, StadCo, consistent with the MOU and the Tri-Party MOU, entered into a Stadium License and Management Agreement (the "SLM Agreement") with GWCCA. In the SLM Agreement, the GWCCA formally granted StadCo a usufruct in the stadium improvements and set forth the terms and conditions for the development, construction, and operation of the stadium between the GWCCA, as licensor, and StadCo, as licensee. The SLM Agreement provided that the GWCCA did not transfer an estate for years, a tenancy, a leasehold interest, or other real property interest. The term of the SLM Agreement runs through February 28, 2047, and is subject to extension or renewal by the parties. Because the Board's Exemption Decision provided that the tax exemption remains in effect throughout the term of the lease/license agreement described in the MOUs (provided that any subsequent agreement does not substantially change the terms and conditions of the MOUs), the exemption remains in effect until February 28, 2047, when the SLM Agreement is set to expire.

The appellants filed suit on October 17, 2017....