RIVER PARK JOINT VENTURE 315076, COMPOSED OF THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, ETC., ET AL., APPELLANTS,
v.
FRED O. DICKINSON, JR., ETC. ET AL., APPELLEES
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River Park Joint Venture appealed a judgment requiring documentary stamp tax on a Bill of Sale transferring an office building to the joint venture. The court reversed, finding that the transaction constituted a resulting trust where River Park City Center, Inc. held bare legal title as trustee for the joint venture as equitable owner, making the ultimate transfer exempt from documentary stamp tax.
The documentary stamp tax was not due because the transaction constituted a resulting trust. River Park City Center, Inc. held bare legal title as trustee for the joint venture as equitable owner, and therefore the ultimate transfer of the building to the joint venture was a conveyance by trustee exempt from documentary stamp tax, not a taxable sale.
[1] A transaction involving a Bill of Sale transferring title to a newly constructed office building to a joint venture is not a taxable event when the transfer is part of a…
[2] The substance of a transaction, rather than its mere form, must be examined to determine the parties' true intentions.
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Join FLexlaw to unlock all legal intelligence“the record as a whole evidences a resulting trust situation with River Park City Center, Inc. holding bare legal title to the building as a trustee for the joint venture, the equitable owner. As such, the ultimate transfer of the building to the joint venture was not a taxable transaction.”
Establishes the court's core holding that the transfer was exempt from tax based on the resulting trust finding
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Join FLexlaw to unlock all legal intelligenceRiver Park Joint Venture sought to acquire a newly constructed office building through a transaction that involved multiple written instruments, begin…
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JOHNSON, Judge.
Appellants seek reversal of a final judgment, as modified, holding that a documen tary stamp tax was due upon a transaction involving a Bill of Sale transferring to appellant, a joint venture, title to a newly constructed office building.
We have heard oral argument in this cause and have carefully examined the record on appeal and the briefs submitted by counsel. Without reciting in detail the myriad of facts surrounding the transactions involved herein, we conclude that the record as a whole evidences a resulting trust situation with River Park City Center, Inc. holding bare legal title to the building as a trustee for the joint venture, the equitable owner. As such, the ultimate transfer of the building to the joint venture was not a taxable transaction.
The record as a whole illustrates that the substance of the transaction was a resulting trust. This was the parties’ real intention and the transactions occurred as they did due to the requirements and prohibitions of the Tampa Urban Renewal Agency. The various written instruments executed prior to the transfer of title to the building, commencing with the commitment letter of December 14, 1970, indicate an intention from the beginning that title would be held by the joint venture and that it was in complete reliance upon this joint venture that the parties proceeded with the redevelopment project. It is clear that the trust relationship was intended all along because of the necessity to finance the purchase of the land and improvements and because of the strict requirements imposed by Urban Renewal.
Although some of the documents involved herein do indicate an intent to create a loan, rather than a trust relationship, we are obliged to look through the mere form of the transaction to the substance of the transaction. Roberts v. Roberts, 133 So. 2d 421 (Fla.App. 1st, 1961). It is -obvious to us, from the entire transaction and dealings among the appellants herein and the surrounding circumstances and nature of the project, that the parties herein intended to create a trust situation with Riyer Park holding mere legal title to the building (until the Certificate of Completion was issued by Urban Renewal) on behalf of the equitable owner- — -the joint venture. Consequently, the ultimate transfer of the building to the joint venture was not a sale, but was a conveyance by a trustee exempt from the documentary stamp tax.
Having made this conclusion of a resulting trust situation, we find it unnecessary to rule upon or discuss appellant’s remaining contentions regarding the transfer. In conclusion, the judgment below ordering River Park to affix documentary stamps to the Bill of Sale is reversed and this cause is remanded for further proceedings consistent with the views expressed herein.
Reversed and remanded.
RAWLS, C. J., and MASON, ERNEST E., Associate Judge, concur.
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State v. Zuckerman-Vernon Corp., 354 So. 2d 353 (Fla. 1977)…eduction of the 100% penalty from $55,-649.70 to $5,000 was proper in the instant case. In Case No. 50,908, petitioner, Zuckerman-Vernon Corporation, alleges that the same district court decision conflicts with River Park Joint Venture v. Dickinson, 303 So. 2d 654 (Fla. 1st DCA 1974), upon the issue of whether conveyance of the property in question was by a trustee not pursuant to a sale and, therefore, was exempt from the documentary stamp tax.2 We have jurisdiction, Article V, Section 3(b)(3), Florida Const…
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Am. Foam Indus., Inc. v. State, 345 So. 2d 343 (Fla. 3d DCA 1977)…provisions of the rules2 of the respondent, i.e., no consideration plus a transfer from agent to principal, this was an exempt transaction and the case should be governed by the principles enunciated in River Park Joint Venture 315076 v. Dickinson, 303 So. 2d 654 (Fla.1st D.C.A. 1974); Straughn v. Story, 334 So. 2d 337 (Fla.1st D.C.A. 1976). Therefore, in light of the above discussion, we quash the order of the respondent here under review. In view of the above and foregoing, the other points raised by the…
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Zuckerman-Vernon Corp. v. State, 339 So. 2d 685 (Fla. 1st DCA 1976)…venture records showing receipts and disbursements on and after August 23 and on unsworn statements made by counsel interpreting the mute documents. The transaction was color ably like that involved in River Park Joint Venture, 315076 v. Dickinson, 303 So. 2d 654 (Fla.App. 1st, 1974), cert. den. 315 So. 2d 195 (Fla.1975), and Department of Revenue v. Bel-Aire Village, Ltd., 334 So. 2d 610 (Fla.App. 1st, 1976), cert. pending (Fla.1976), but it would be entirely inappropriate for us on this record to character…
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- Roberts v. Roberts, 133 So. 2d 421 (Fla. 1st DCA 1961)