Crow Winthrop Operating Partnership v. County of Orange
Opinion
Opinion
Sonenshine, J.
The County of Orange (County) appeals a judgment which determined Fluor Corporation’s sale of real property to Crow Winthrop Operating Partnership did not trigger a reassessment for property tax purposes.
I
Fluor Corporation owned two parcels of property: one, the headquarters area, comprised of a tower and office space buildings on 15 acres of land, and the other, 90 acres of undeveloped land surrounding the buildings. Pursuant to an October 31, 1984, agreement, Fluor agreed to sell the two parcels to Crow Irvine No. 1. Two subsidiaries of Crow would be the eventual specific buyers—the headquarters area was to be purchased by Crow Winthrop Operating Partnership (CWOP), and the remaining land by Crow Winthrop Development Limited Partnership.
Paragraph 12.01 of the agreement provided: “Prior to the closing, Seller, as owner, and FEI [Fluor’s wholly owned subsidiary, Fluor Engineers, Inc.], as tenant, shall enter into three (3) leases covering the Leased Improvements in the form of the three (3) lease agreements attached hereto . . . .” FEI would be made a 50-year tenant of the headquarters area. Then the sale would go forward, subject to the three long-term leases.