The opinion
[Until this opinion appears in the Ohio Official Reports advance sheets, it may be cited as
Buckeye Terminals, L.L.C. v. Franklin Cty. Bd. of Revision, Slip Opinion No. 2017-Ohio-7664.]
NOTICE
This slip opinion is subject to formal revision before it is published in an
advance sheet of the Ohio Official Reports. Readers are requested to
promptly notify the Reporter of Decisions, Supreme Court of Ohio, 65
South Front Street, Columbus, Ohio 43215, of any typographical or other
formal errors in the opinion, in order that corrections may be made before
the opinion is published.
SLIP OPINION NO. 2017-OHIO-7664
BUCKEYE TERMINALS, L.L.C., APPELLANT, v. FRANKLIN COUNTY BOARD OF
REVISION ET AL., APPELLEES.
[Until this opinion appears in the Ohio Official Reports advance sheets, it
may be cited as Buckeye Terminals, L.L.C. v. Franklin Cty. Bd. of Revision,
Slip Opinion No. 2017-Ohio-7664.]
Taxation—Real-property valuation—Board of Tax Appeals failed to consider
whether property owner established that initially reported value was not
accurate reflection of parcel’s value and failed to independently determine
its true value—Decision reversed as unreasonable and unlawful and cause
remanded.
(No. 2016-0495—Submitted June 20, 2017—Decided September 21, 2017.)
APPEAL from the Board of Tax Appeals, No. 2014-4958.
_____________________
FRENCH, J.
{¶ 1} This appeal involves the valuation for tax years 2011 through 2013 of
a 37-acre parcel of real property located in the city of Columbus. Appellant,
SUPREME COURT OF OHIO
Buckeye Terminals, L.L.C., appeals the decision of the Board of Tax Appeals
(“BTA”), which adopted $8,492,910 as the property value. The BTA based its
decision on the purchase price that Buckeye Terminals reported on a June 2011
conveyance-fee statement, despite Buckeye Terminals’s contention that the
reported price did not accurately reflect the true value of the real property. We
reverse the BTA’s decision and remand the matter to the BTA.
Facts and procedural background
{¶ 2} Buckeye Terminals acquired the property at issue in June 2011 as part
of a bulk-asset purchase that included 32 other facilities across several states for a
total price of $166 million. The property is improved with eight buildings, along
with 22 fuel-storage tanks and other tangible personal property located on the real
property (collectively, the “Columbus facility”). A schedule attached to the
purchase agreement states that the fair market value of the Columbus facility,
including both equipment and real-property interests, was $13,981,000.
{¶ 3} In June 2011, Buckeye Terminals filed a conveyance-fee statement
with the Franklin County auditor, reporting $8,492,911 as the purchase price of the
real property located in Columbus, and recorded a quitclaim deed for the property.
The Franklin County auditor valued the subject real property at $1,825,700 for tax
year 2011.
{¶ 4} In February 2012, appellee Board of Education of the South-Western
City School District (“BOE”) filed a complaint with the Franklin County Board of
Revision (“BOR”), challenging the auditor’s valuation and alleging that the June
2011 sale established a higher true value for the property. Based on the June 2011
deed and conveyance-fee statement, the BOE requested an increase of the
property’s value to $8,493,000.
{¶ 5} Shortly before the BOR held a hearing on the BOE’s valuation
complaint, Buckeye Terminals filed an amended deed and conveyance-fee
statement, which altered Buckeye Terminals’s allocation of the bulk-purchase price
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January Term, 2017
to the Columbus real property from $8,492,911 to $1,921,084 “to correct purchase
price erroneously noted on prior conveyance.”
{¶ 6} At the BOR hearing in October 2014, the BOE offered no evidence
other than the June 2011 conveyance-fee statement and deed in support of its
complaint. Buckeye Terminals responded that the June 2011 conveyance-fee
statement listed an incorrect sale price for the Columbus property because it
erroneously included not just the value of the real estate but also the value of
tangible personal property transferred as part of the Columbus facility. Buckeye
Terminals submitted as evidence the amended conveyance-fee statement and deed
and presented testimony from its property-tax manager, Flora Davis, and two
employees of Ernst & Young, L.L.P.—Robert Stall and Mark Molepske—who
were involved in Ernst & Young’s allocation of the $166-million purchase price to
the assets transferred in the June 2011 transaction.
{¶ 7} The BOR increased the value of the real property to $8,493,000 for
tax years 2011, 2012, and 2013, but it retained the auditor’s valuation of $1,825,700
for tax year 2014.
{¶ 8} Buckeye Terminals appealed the BOR’s valuation increase for tax
years 2011, 2012, and 2013 to the BTA. Buckeye Terminals again relied on the
amended conveyance-fee statement and deed, but it also presented additional
evidence to support the value reported on the amended conveyance-fee statement.
Specifically, Louis J. Spisak III, a former employee of the Ohio Department of
Taxation, and appraiser Ronald M. Eberly Jr. testified on Buckeye Terminals’s
behalf.
{¶ 9} The BTA affirmed the BOR’s valuation of the real property for tax
years 2011, 2012, and 2013, based on the original conveyance-fee statement and
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deed.1 BTA No. 2014-4958, 2016 Ohio Tax LEXIS 484, *20-21 (Mar. 7, 2016).
This appeal followed.
Analysis
The BTA did not abuse its discretion by allowing supplementation of the
transmitted record
{¶ 10} Before turning to the merits of this appeal, we first consider Buckeye
Terminals’s argument that the BTA erred by allowing the BOE to supplement the
record with the original conveyance-fee statement and deed, which were submitted
to and considered by the BOR but which the BOR did not transmit as part of the
record to the BTA. We reject that argument.
{¶ 11} R.C. 5715.08 requires a county board of revision to preserve all
documentary evidence offered in relation to a valuation complaint, and R.C.
5717.01 requires the board of revision to certify to the BTA a transcript of its record
and all evidence offered in connection with a complaint when a notice of appeal is
filed. Here, the BOE submitted the original conveyance-fee statement and deed to
the BOR. The documents were part of the record, and the BOR was required to
preserve and transmit them to the BTA. Upon finding that the BOR failed to satisfy
its statutory duties, the BTA properly allowed the BOE to supplement the
transmitted record with copies of the original conveyance-fee statement and deed
as part of the BTA’s authority under R.C. 5717.01 to “make such investigation
concerning the appeal as it deems proper.” See Vandalia-Butler City Schools Bd.
of Edn. v. Montgomery Cty. Bd. of Revision, 130 Ohio St.3d 291, 2011-Ohio-5078,
958 N.E.2d 131, ¶ 27, fn. 4. The BTA has discretion in admitting evidence, and
unless the BTA abuses its discretion, we will affirm its decision. Orange City
School Dist. Bd. of Edn. v. Cuyahoga Cty. Bd. of Revision, 74 Ohio St.3d 415, 416-
417, 659 N.E.2d 1223 (1996).
1
The BOR rounded the $8,492,911 reported value up to $8,493,000, whereas the BTA rounded it
down to $8,492,910.
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{¶ 12} We reject Buckeye Terminals’s argument that once the BTA hearing
ended, the parties were bound by the record as it then existed. Contrary to Buckeye
Terminals’s assertion, Columbus City School Dist. Bd. of Edn. v. Franklin Cty. Bd.
of Revision, 90 Ohio St.3d 564, 740 N.E.2d 276 (2001), does not hold that a party
may supplement the record only before the close of the BTA hearing, because there
was no BTA hearing in that case, see id. at 566. And other cases that Buckeye
Terminals cites are distinguishable because they involved attempts to introduce
evidence that had not been submitted to the BOR. In AP Hotels of Illinois, Inc. v.
Franklin Cty. Bd. of Revision, 118 Ohio St.3d 343, 2008-Ohio-2565, 889 N.E.2d
115, for example, we prohibited a party from introducing a document for the first
time on appeal to this court, id. at ¶ 8, fn. 1; see also Margaret Realty Co. v.
Cuyahoga Cty. Bd. of Revision, BTA No. 2014-1251, 2015 Ohio Tax LEXIS 2265,
*3 (Apr. 28, 2015) (BTA rejected posthearing request to file supplemental evidence
that had not been presented to the BOR). Those decisions do not address
supplementation to remedy the BOR’s failure to transmit a complete record of
evidence. Buckeye Terminals also cites Stevenson v. Ottawa Cty. Bd. of Revision,
BTA No. 2014-2857, 2015 Ohio Tax LEXIS 1334 (Mar. 5, 2015), which did
involve the BOR’s failure to transmit a complete record of evidence to the BTA,
but in that case the parties waived a merit hearing before the BTA. Although the
BTA stated that “it is the parties’ duty to assure that the statutory transcript contains
the evidence presented to the BOR,” id. at *3, it also cited Columbus City School
Dist. Bd. of Edn. at 566, which held that parties may not complain that a BOR
transcript is incomplete if they waive the opportunity for a hearing before the BTA.
{¶ 13} We also reject Buckeye Terminals’s argument that the original
conveyance-fee statement and deed were inadmissible because the BOE did not
offer certified copies or otherwise authenticate those documents. Buckeye
Terminals forfeited this argument by not objecting to the documents at the BOR.
See Plain Local Schools Bd. of Edn. v. Franklin Cty. Bd. of Revision, 130 Ohio
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St.3d 230, 2011-Ohio-3362, 957 N.E.2d 268, ¶ 20. Moreover, although Buckeye
Terminals challenges the authenticity of the documents, it does not question their
substance. But for additional file stamps, the rerecorded deed, upon which Buckeye
Terminals relies, is identical to the original deed, and Buckeye Terminals readily
acknowledges the only material fact about the original conveyance-fee statement—
that it reported a sale price of $8,492,911. Under these circumstances, the BTA did
not abuse its discretion by granting the BOE’s motion to supplement the transmitted
record with the original conveyance-fee statement and deed.
We will reverse a valuation decision only if it is unreasonable or unlawful
{¶ 14} In an appeal from a county board of revision’s valuation decision,
the BTA must determine the taxable value of the property at issue. R.C.
5717.03(B). The fair market value of property for tax purposes is a question of fact
that is primarily within the province of the taxing authorities. Cuyahoga Cty. Bd.
of Revision v. Fodor, 15 Ohio St.2d 52, 239 N.E.2d 25 (1968), syllabus. This court
will not disturb a valuation decision of the BTA unless it affirmatively appears from
the record that the decision is unreasonable or unlawful. Id. If we find that a BTA
decision is unreasonable or unlawful, we may either reverse the decision or modify
it and enter final judgment in accordance with that modification. R.C. 5717.04.
We will not reverse the BTA’s determination of evidentiary weight and credibility
unless we conclude that the BTA abused its discretion. Bedford Bd. of Edn. v.
Cuyahoga Cty. Bd. of Revision, 132 Ohio St.3d 371, 2012-Ohio-2844, 972 N.E.2d
559, ¶ 17.
The best evidence of true value after a bulk sale is the proper allocation of the
bulk-purchase price to individual parcels
{¶ 15} Real property must be taxed at its “true value in money.” Article
XII, Section 2 of the Ohio Constitution; R.C. 5713.01(B). The best evidence of
true value is an actual, recent sale of the property in an arm’s-length transaction.
Terraza 8, L.L.C. v. Franklin Cty. Bd. of Revision, __ Ohio St.3d __, 2017-Ohio-
6
January Term, 2017
4415, __ N.E.3d __, ¶ 33, citing Conalco, Inc. v. Monroe Cty. Bd. of Revision, 50
Ohio St.2d 129, 363 N.E.2d 722 (1977), paragraph one of the syllabus. The
proponent of using a recent sale price to value real property “typically makes a
prima facie case when it presents a recent conveyance-fee statement along with a
deed to evidence the sale and the price.” FirstCal Indus. 2 Acquisitions, L.L.C. v.
Franklin Cty. Bd. of Revision, 125 Ohio St.3d 485, 2010-Ohio-1921, 929 N.E.2d
426, ¶ 23.
{¶ 16} This court has held that when real property “has been the subject of
a recent arm’s-length sale between a willing seller and a willing buyer, the sale
price of the property shall be ‘the true value for taxation purposes.’ ” Berea City
School Dist. Bd. of Edn. v. Cuyahoga Cty. Bd. of Revision, 106 Ohio St.3d 269,
2005-Ohio-4979, 834 N.E.2d 782, ¶ 13, quoting former R.C. 5713.03,
Am.Sub.H.B. No. 260, 140 Ohio Laws, Part II, 2665, 2722. The General Assembly
amended R.C. 5713.03 in 2012, however, and the statute now provides that the
county auditor may, instead of shall, consider the sale price in a recent, arm’s length
sale to be the true value for taxation purposes. 2012 Am.Sub.H.B. No. 487 (“H.B.
487”). In Terraza 8 at ¶ 30, we held that the H.B. 487 amendment to R.C. 5713.03
superseded Berea and that a recent arm’s-length sale price is not conclusive
evidence of true value under the amended statute. But although the revised statute
may apply to tax year 2013, see Terraza 8 at ¶ 22, the amendment does not affect
our analysis in this case.
{¶ 17} In this case, the real property transferred as part of a larger sale of
assets, real and personal, for a single purchase price—a type of sale that this court
has referred to as a “bulk sale,” Sapina v. Cuyahoga Cty. Bd. of Revision, 136 Ohio
St.3d 188, 2013-Ohio-3028, 992 N.E.2d 1117, ¶ 21.
Unlike a simpler transaction where a single parcel of real property
is sold individually, a bulk sale may involve the sale of all the assets
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SUPREME COURT OF OHIO
of a business, whereby a parcel of real property constitutes one of
many business assets sold at the same time for an aggregate sale
price. Alternatively, a bulk sale may consist of a sale of numerous
real estate parcels at an aggregate price as part of a single deal.
St. Bernard Self-Storage, L.L.C. v. Hamilton Cty. Bd. of Revision, 115 Ohio St.3d
365, 2007-Ohio-5249, 875 N.E.2d 85, ¶ 15. The sale here encompasses both
scenarios. For a single price, Buckeye Terminals purchased real property, terminal
facilities, pipeline systems, contracts, books, records, and inventory, located at 33
sites in multiple states. The Columbus facility encompassed both real property and
tangible personal property.
{¶ 18} We have acknowledged the complications and difficulties that arise
when valuing property that has been transferred as part of a bulk sale. A bulk sale
differs from a single-parcel sale “because the issue of proper allocation stands
between the stated sale price and its character as reflecting the value of any one
particular parcel.” (Emphasis added.) FirstCal, 125 Ohio St.3d 485, 2010-Ohio-
1921, 929 N.E.2d 426, at ¶ 16. With a bulk sale, the best evidence of true value
“ ‘is the proper allocation of the lump-sum purchase price’ ” to individual parcels.
Id. at ¶ 17, quoting Conalco, 50 Ohio St.2d 129, 363 N.E.2d 722, at paragraph two
of the syllabus. As opposed to a single-parcel sale, a bulk sale raises the additional
question “whether the proffered allocation of bulk sale price to the particular parcel
of real property is ‘proper,’ which is the same as asking whether the amount
allocated reflects the true value of the parcel for tax purposes.” St. Bernard Self-
Storage at ¶ 15. If the BTA finds that an allocation is not proper, or that a proper
allocation is not possible, then the allocated price does not determine the property’s
value. Bedford Bd. of Edn., 132 Ohio St.3d 371, 2012-Ohio-2844, 927 N.E.2d 559,
at ¶ 19; see Dublin City School Dist. Bd. of Edn. v. Franklin Cty. Bd. of Revision,
80 Ohio St.3d 450, 454, 687 N.E.2d 422 (1997).
8
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{¶ 19} This case raises questions about how a party shows the propriety of
an allocated value and the evidentiary force afforded an allocated value reported on
a conveyance-fee statement. The BOE argues that Buckeye Terminals’s initial
allocation of $8,492,911 on the June 2011 conveyance-fee statement is the best
evidence of the property’s value. Buckeye Terminals, on the other hand, argues
that the originally reported allocation does not reflect the real property’s true value,
which it claims is accurately reflected on the amended conveyance-fee statement.
Buckeye Terminals bears the burden of demonstrating that the value reported
on its initial conveyance-fee statement does not reflect the property’s true value
{¶ 20} To properly evaluate the parties’ positions, we first consider the
applicable burdens of proof. A school board, as the proponent of using a reported
sale price to value real property, makes a prima facie case when it submits basic
documentation of the sale—the conveyance fee and deed. FirstCal at ¶ 23-24. The
conveyance fee and deed create a rebuttable presumption that the sale met the
requirements that characterize true value. Id. at ¶ 24, citing Cincinnati School Dist.
Bd. of Edn. v. Hamilton Cty. Bd. of Revision, 78 Ohio St.3d 325, 327, 677 N.E.2d
1197 (1997).
{¶ 21} Because Buckeye Terminals opposes the use of the allocated value
it reported on its June 2011 conveyance-fee statement, it bears the burden of
demonstrating that the reported value does not properly reflect the true value of the
parcel. Id. at ¶ 25, 28; Bedford Bd. of Edn., 132 Ohio St.3d 371, 2012-Ohio-2844,
972 N.E.2d 559, at ¶ 21 (when a school board advocates using the allocated sale
price reported on a conveyance-fee statement, “the burden of rebuttal rests on the
owner because the owner is the party most likely to possess the information that
could justify or refute the propriety of the allocation”).
{¶ 22} Contrary to the BOE’s argument, Buckeye Terminals’s burden is not
to show that it made a mistake in allocating the bulk-purchase price or in
completing the June 2011 conveyance-fee statement; Buckeye Terminals’s burden
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is to show that the amount reported on the initial conveyance-fee statement does
not reflect the true value of the property. See Heimerl v. Lindley, 63 Ohio St.2d
309, 312-313, 408 N.E.2d 685 (1980) (allocated value was not a reasonable
reflection of true value when allocation was intended to maximize federal income-
tax advantage). When the allocated amount is improper, i.e., does not accurately
reflect the true value of the property, the BTA must review and weigh all competent
evidence in the record in order to determine the property’s true value. See Consol.
Aluminum Corp. v. Monroe Cty. Bd. of Revision, 66 Ohio St.2d 410, 414, 423
N.E.2d 75 (1981), citing Conalco, Inc. v. Monroe Cty. Bd. of Revision, 54 Ohio
St.2d 330, 376 N.E.2d 959 (1978) (once BTA determined that allocation resulted
in a distorted valuation of the property, it should have received all competent
evidence to determine the property’s true value); see also Dublin City School Dist.
Bd. of Edn., 80 Ohio St.3d 450, 687 N.E.2d 422.
{¶ 23} When confronted with clear evidence that negates the auditor’s
valuation, it is unreasonable and unlawful for the BTA to adopt the auditor’s
valuation rather than to determine the property’s value based on the record
evidence. Musto v. Lorain Cty. Bd. of Revision, 148 Ohio St.3d 456, 2016-Ohio-
8058, 71 N.E.3d 279, ¶ 35, citing Dublin City Schools Bd. of Edn. v. Franklin Cty.
Bd. of Revision, 139 Ohio St.3d 193, 2013-Ohio-4543, 11 N.E.3d 206, ¶ 26. The
same rationale applies when clear evidence negates an allocation reported on a
conveyance-fee statement.
{¶ 24} Buckeye Terminals’s burden of demonstrating that the allocated
amount reported on the June 2011 conveyance-fee statement does not reflect the
real property’s true value is independent of its burden of submitting corroborating
evidence to support the allocation reported on the amended conveyance-fee
statement. Bedford Bd. of Edn., 132 Ohio St.3d 371, 2012-Ohio-2844, 972 N.E.2d
559, at ¶ 22. The latter burden, which consists of showing “ ‘corroborating indicia
to ensure that the allocation reflects the true value of the property,’ ” id. at ¶ 20,
10
January Term, 2017
quoting St. Bernard Self-Storage, 115 Ohio St.3d 365, 2007-Ohio-5249, 875
N.E.2d 85, at ¶ 17, arises only if Buckeye Terminals first demonstrates that the
originally reported value does not reflect the property’s true value.
The BTA did not consider whether Buckeye Terminals established that the
initially reported value was not an accurate reflection of the parcel’s value
{¶ 25} The BTA did not consider whether Buckeye Terminals satisfied its
burden of demonstrating that the $8,492,911 allocation reported in the June 2011
conveyance-fee statement was an inaccurate reflection of the real property’s true
value. Rather, after citing two BTA cases that each involved conflicting
conveyance-fee statements, the BTA immediately leapt to “question[ing] the
veracity of the amended conveyance fee statement.” 2016 Ohio Tax LEXIS 484 at
*14.
{¶ 26} The BTA acknowledged that it would be appropriate to review other
evidence, including independent appraisals, concerning the property’s value if the
allocated purchase price did not reflect the true value of the subject real property.
But the BTA relied solely on the original conveyance-fee statement as the best
indication of the property’s true value, without independently determining whether
Buckeye Terminals had demonstrated that the reported value did not accurately
reflect the property’s true value. In this regard, we conclude that the BTA’s
decision was unreasonable and unlawful.
Buckeye Terminals’s evidence establishes that $8,492,911 does not reflect the
property’s true value
{¶ 27} Buckeye Terminals argues that the testimony of its property-tax
manager, Flora Davis, established that the allocated value reported on the June 2011
conveyance-fee statement was an incorrect statement of the real property’s value.
Davis testified that Buckeye Terminals first realized that there was an issue
regarding the value reported on the June 2011 conveyance-fee statement when it
received the BOE’s valuation complaint. Buckeye Terminals then researched the
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origin of the reported value, reviewed the source documentation, and determined
that it was based on “bad data.” Davis relied on a four-page spreadsheet, which she
described as a schedule of all the property included in the bulk sale, prepared by
her predecessor. She testified that a Buckeye Terminals employee prepared the
spreadsheet, that Buckeye Terminals kept the spreadsheet in the ordinary course of
its business, and that she was the custodian of the record.
{¶ 28} Davis focused on the first three lines on the spreadsheet’s third page,
each of which relates to property located in Franklin County. The sum of the values
listed on those three lines, under the column heading “[a]llocation of purchase
price,” is $8,492,911—the value that Buckeye Terminals reported on the original
conveyance-fee statement. But Davis testified that only the value stated on the third
line—$3,016,041—is attributable to the real property at issue. The tax
identification number on the third line is identical to the parcel number listed on the
deeds and property-record card for the subject property. Davis stated that the value
stated on the first line—$116,107—relates to real property that was not part of the
bulk sale. And based on the tax identification number assigned to the second line,
Davis testified that the value stated on that line—$5,360,763—relates to tangible
personal property, not real estate.
{¶ 29} The BTA found the spreadsheet “to be unreliable hearsay and not
competent and probative evidence of the subject real property’s value.” 2016 Ohio
Tax LEXIS 484 at *18. And it stated that Davis’s testimony was not “particularly
helpful” because Davis, who began working for Buckeye Terminals in November
2011, several months after the bulk sale, did not have firsthand knowledge of the
transaction. Id. at *15.
{¶ 30} Buckeye Terminals argued that the spreadsheet was not hearsay
because it qualified as a business record under Evid.R. 803(6). Davis need not have
firsthand knowledge of the underlying transaction to lay the foundation for the
spreadsheet as a business record. See State Farm Mut. Auto. Ins. Co. v. Anders,
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January Term, 2017
197 Ohio App.3d 22, 2012-Ohio-824, 965 N.E.2d 1056, ¶ 15-16 (10th Dist.)
(holding that Evid.R. 803(6) does not require a witness to have personal knowledge
of the exact circumstances of the production of the document or firsthand
knowledge of the transaction giving rise to the record). Although Davis did not
provide great detail concerning the creation of the spreadsheet, her testimony
provided an adequate foundation for its admissibility as a business record. And
Davis, as Buckeye Terminals’s property-tax manager, was competent to testify that
a tax identification number listed on the spreadsheet indicated that the property to
which it applied was personal property and not real estate, despite her lack of
involvement in the bulk-sale transaction.
{¶ 31} The BOE argues that the BTA appropriately refused to admit the
spreadsheet as a business record because the BTA found the document to be
untrustworthy. Evid.R. 803(6) states that even when a document constitutes a
business record, a court may exclude it if “the source of information or the method
or circumstances of preparation indicate lack of trustworthiness.” The BTA did
not, however, determine that the source of information or the method or
circumstances of the spreadsheet’s preparation indicated untrustworthiness.
Rather, it found the spreadsheet untrustworthy because the value that Davis
connected to the subject property conflicted with other evidence regarding the
property’s value. 2016 Ohio Tax LEXIS 484 at *17. That conflict, however, goes
to the weight of the evidence, not its admissibility as a business record.
{¶ 32} Although the record contains conflicting evidence about the
property’s actual value, the spreadsheet, coupled with Davis’s testimony,
constitutes credible evidence that the value reported on the June 2011 conveyance-
fee statement did not reflect the value of the subject real property. The spreadsheet
demonstrates the origin of the $8,492,911 value, and it also assigns an allocated
value of $3,016,041 to the parcel number of the subject real property. Davis
testified that based on its tax identification number, the second value, $5,360,763,
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relates exclusively to tangible personal property and that it was erroneously
included in the reported value for the real property. The evidentiary conflicts may
impugn the spreadsheet’s reliability as evidence of the real property’s true value,
but they do not impugn its validity for purposes of demonstrating that the value was
less than $8,492,911. For these reasons, we conclude that the BTA abused its
discretion in rejecting the spreadsheet and Davis’s testimony.
{¶ 33} At the BTA hearing, as further evidence that the allocation reported
on the 2011 conveyance-fee statement was incorrect, appraiser Ronald M. Eberly
Jr. testified consistently with his appraisal report that the value of the subject real
property was $1,445,000 as of January 1, 2011. The BOE objected to Eberly’s
testimony solely on the basis of relevance, arguing that appraisal testimony cannot
be used to rebut a sale, and the BTA held that the recent, arm’s-length transaction
obviated the need to evaluate Eberly’s appraisal report.
{¶ 34} In support of its argument regarding Eberly’s appraisal testimony,
the BOE cites Columbus City Schools Bd. of Edn. v. Franklin Cty. Bd. of Revision,
146 Ohio St.3d 470, 2016-Ohio-757, 58 N.E.3d 1126, and HIN, L.L.C. v. Cuyahoga
Cty. Bd. of Revision, 138 Ohio St.3d 223, 2014-Ohio-523, 5 N.E.3d 637, both of
which involved the application of former R.C. 5713.03.2 In Columbus City Schools
at ¶ 20, this court stated, “[T]he mere fact that an expert has opined a different value
should not be deemed sufficient to undermine the validity of the sale price as the
property value.” We explained, however, that specific information regarding the
recency, arm’s-length character or voluntariness of a sale may be introduced
through an appraiser’s report to rebut the presumption that the sale price represents
a property’s true value. And in HIN at ¶ 17, we rejected the use of appraisal
2
The BOE actually cites HIN, L.L.C. v. Cuyahoga Cty. Bd. of Revision, 124 Ohio St.3d 481, 2010-
Ohio-687, 923 N.E.2d 1144, but the pinpoint citation and the context of the argument strongly
suggest that the BOE intends to rely on HIN, L.L.C. v. Cuyahoga Cty. Bd. of Revision, 138 Ohio
St.3d 223, 2014-Ohio-523, 5 N.E.3d 637, instead.
14
January Term, 2017
testimony to overcome a sale except in cases in which the sale was not recent or
was not at arm’s length. But each of those cases involved the sale of a single
property for an undisputed sale price. Neither Columbus City Schools nor HIN
precludes the use of appraisal testimony to demonstrate that an allocation of a bulk-
sale price is improper because it does not reflect the true value of the property.
{¶ 35} Under these circumstances, we conclude that the BTA abused its
discretion by rejecting Eberly’s testimony and appraisal report as evidence that the
allocation reported on the June 2011 conveyance-fee statement did not accurately
reflect the property’s true value. See Hilliard City Schools Bd. of Edn. v. Franklin
Cty. Bd. of Revision, 128 Ohio St.3d 565, 2011-Ohio-2258, 949 N.E.2d 1 (using
appraisal evidence to reduce the bulk-sale price reported on the conveyance-fee
statement). In Conalco, 50 Ohio St.2d at 130, 363 N.E.2d 722, this court held that
the BTA acted unreasonably and unlawfully when it based its rejection of a property
owner’s complaint for a reduction in value solely on an appraisal that ignored a
contemporaneous sale. We stated that “the best evidence of ‘true value in money’
is the proper allocation of the lump-sum purchase price and not an appraisal
ignoring the contemporaneous sale.” Id. at paragraph two of the syllabus. But
unlike in Conalco, in which the property owner premised its request for relief upon
its allocation, Buckeye Terminals asserts that its allocation was erroneous. In
Conalco, we emphasized the BTA’s obligation to determine whether the allocation
resulted in a “distorted valuation” of the real property and, if so, to make a finding
of value based on the totality of the evidence adduced. Id. at 131; Consol.
Aluminum Corp., 66 Ohio St.2d at 414, 423 N.E.2d 75. When, as here, the property
owner contends that its reported allocation was erroneous, the BTA is required to
determine the propriety of the allocation based on the totality of the evidence, which
here includes Eberly’s appraisal testimony.
{¶ 36} The BTA failed to consider whether Buckeye Terminals met its
burden of proving that the value reported on the June 2011 conveyance-fee
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statement was not indicative of the property’s true value. That is a separate inquiry
from whether Buckeye Terminals demonstrated that the property’s true value was
$1.92 million, as reported on the amended conveyance-fee statement. The BTA
erroneously focused on “which conveyance fee statement accurately memorialized
the price at which the subject real property transferred.” 2016 Ohio Tax LEXIS
484 at *12. Because it “question[ed] the veracity of the amended conveyance fee
statement,” id. at *14, the BTA blindly relied on the June 2011 conveyance-fee
statement, despite the competent and probative evidence negating that value. We
therefore conclude that the BTA acted unreasonably and unlawfully in adopting
$8,492,910 as the value of the real property. Once Buckeye Terminals
demonstrated that the originally reported allocated value did not accurately reflect
the value of the real property, the BTA was required to determine the true value
based on the evidence in the record. See Dublin City Schools Bd. of Edn., 139 Ohio
St.3d 193, 2013-Ohio-4543, 11 N.E.3d 206, at ¶ 26.
The BTA acted unreasonably and unlawfully by not independently determining
the real property’s true value
{¶ 37} When we reverse a BTA valuation, we may either remand the matter
to the BTA or enter final judgment. R.C. 5717.04. Buckeye Terminals urged the
BTA to accept $1,921,084, as reported on the amended conveyance-fee statement,
as the property’s true value. To be entitled to that relief, Buckeye Terminals bore
the burden, as the proponent of the allocated value reported on the amended
conveyance-fee statement, of presenting evidence corroborating the $1,921,084
value. See Bedford Bd. of Edn., 132 Ohio St.3d 371, 2012-Ohio-2844, 972 N.E.2d
559, at ¶ 21. Buckeye Terminals submitted certified copies of the amended
conveyance-fee statement and deed, as well as testimony of Ernst & Young
employees Robert Stall and Mark Molepske and appraiser Ronald Eberly. But the
BTA rejected the evidence in support of the amended value based on the witnesses’
lack of firsthand knowledge of the bulk-sale transaction and because it found the
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January Term, 2017
documentary evidence not “competent and probative.” 2016 Ohio Tax LEXIS 484
at *14-15.
{¶ 38} Buckeye Terminals engaged Ernst & Young to allocate the bulk-
purchase price among the assets it acquired in the bulk sale for financial-reporting
purposes. That process involved Ernst & Young’s determining the fair value of all
the assets acquired by Buckeye Terminals, guided by generally accepted valuation
principles. Molepske, who primarily performed the valuation of the real-property
component of the bulk-sale assets, explained that he used the sales-comparison
approach to value the real property, using Ohio industrial-land sales as comparable
sales. Ernst & Young determined that the land value of the Columbus facility was
$1,295,000. Stall testified that the value of the real-property component of the
Columbus facility, including the land, buildings, and site improvements, was
$1,921,084 as of the date of the bulk sale.
{¶ 39} As with Davis’s testimony, the BTA found Stall’s and Molepske’s
testimony not “particularly helpful” because they did not have firsthand knowledge
of the bulk-sale transaction and became involved only after the sale. Id. at *15.
Ernst & Young valued the assets and liabilities acquired in the bulk sale, as of the
date of the sale; the fact that Ernst & Young was not involved in the negotiations
of the purchase contract, and instead became involved shortly thereafter, does not
undermine Ernst & Young’s valuations. See Dublin City School Dist. Bd. of Edn.,
80 Ohio St.3d at 451, 687 N.E.2d 422 (noting BTA’s reliance on testimony about
allocation strategy despite witness’s lack of personal knowledge of underlying
negotiations). Stall and Molepske were personally involved in the valuation of the
assets transferred in the bulk sale and in the allocation of the purchase price among
those assets. The BTA abused its discretion in rejecting Stall’s and Molepske’s
testimony based on their lack of involvement prior to consummation of the bulk
sale.
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{¶ 40} At the BTA hearing, Buckeye Terminals also presented testimony
from Louis J. Spisak III, a former longtime employee of the Ohio Department of
Taxation, whose duties included determining what is and what is not personal
property and valuing personal property. Spisak, who had toured the subject real
property in 2015, opined as to what property depicted in photographs of the
Columbus facility constituted real property and what constituted personal property.
{¶ 41} The BTA sustained the BOE’s objections to Exhibits 4 and 5, about
which Spisak testified. 2016 Ohio Tax LEXIS 484 at *9. Exhibit 4—an undated
and unattributed spreadsheet—is, according to Spisak, a list of the fixed assets
located at the Columbus facility, prepared as part of Ernst & Young’s valuation
analysis. Buckeye Terminals’s attorney stated that Exhibit 4 is Spisak’s
“summary” of the Ernst & Young report, and not part of the Ernst & Young report
itself, but Spisak stated that Exhibit 4 “is actually part of a spreadsheet that [he]
received from the client,” and he identified its author as Ernst & Young. (Emphasis
added.) Spisak identified Exhibit 5 as a portion of Ernst & Young’s report that
related to the Columbus facility. The data in Exhibit 4 is identical to data on the
first page of Exhibit 5, although the spreadsheet in Exhibit 5 has additional
columns. Spisak testified, based on Exhibit 4, that the value Ernst & Young
assigned to the Columbus real property was $1,921,000. But the BTA excluded
Exhibits 4 and 5 as “unreliable hearsay.” Id.
{¶ 42} The BTA did not abuse its discretion in excluding Exhibits 4 and 5.
Nor did the BTA abuse its discretion in excluding as inadmissible hearsay those
portions of Spisak’s testimony related to the bulk sale, including the allocations
between personal and real property. Unlike Stall and Molepske, Spisak did not
independently value the property transferred as part of the bulk sale. Spisak had no
personal knowledge of what assets were transferred, he did not inventory the
property, and he had no personal knowledge of any change in conditions between
the date of the sale and the date of his inspection, four years later. Had the BTA
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January Term, 2017
admitted Exhibits 4 and 5, Spisak may have been qualified to testify as to whether
the property listed on those exhibits was personal property or real property, but
without those exhibits, Spisak’s testimony about the value of the real-property
components transferred in the bulk sale is inadmissible hearsay that the BTA
properly excluded.
{¶ 43} Although Stall’s and Molepske’s testimony supports the value
reported on the amended conveyance-fee statement, the record before the BTA also
included contradictory valuations. Eberly, for example, testified that the value of
the subject real property was $1,445,000 as of January 1, 2011. And the
spreadsheet that Davis relied on suggests a value of $3,016,041. We also note that
although the 2014 valuation is not before this court, the record contains no
explanation why the BOR retained the auditor’s 2011 valuation of $1,825,700 for
tax year 2014 despite ascribing a value nearly five times greater for the three
intervening years. In light of the conflicting evidence regarding the true value of
the real property, the BTA was required to independently determine the property’s
true value. Its failure to do so is unreasonable and unlawful.
Conclusion
{¶ 44} The BTA’s decision to retain the BOR’s valuation for tax years 2011
through 2013, based solely on the June 2011 conveyance-fee statement, was
unreasonable and unlawful. Accordingly, we reverse the BTA’s decision. But
although the record contains evidence corroborating the $1,921,084 allocated value
reported on Buckeye Terminals’s amended conveyance-fee statement, it also
contains contradictory evidence suggesting different values. Because the BTA did
not independently determine the value of the property, and instead erroneously
relied solely on the original conveyance-fee statement, we remand this matter to the
BTA to determine the true value of the real property for tax years 2011 through
2013.
Decision reversed
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SUPREME COURT OF OHIO
and cause remanded.
O’CONNOR, C.J., and KENNEDY, O’NEILL, FISCHER, and DEWINE, JJ.,
concur.
O’DONNELL, J., dissents.
_________________
Vorys, Sater, Seymour and Pease, L.L.P., Nicholas M.J. Ray, and Steven L.
Smiseck, for appellant.
Rich & Gillis Law Group, L.L.C., Mark Gillis, and Kimberly G. Allison,
for appellee Board of Education of the South-Western City School District.
_________________
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