Fashion Valley Mall, LLC v. County of San Diego

Fashion Valley Mall, LLC (Mallco), appeals from the trial court’s summary judgment ruling in favor of the County of San Diego (the County) on Mallco’s complaint for a refund of property taxes. At issue is the trial court’s ruling that a 100 percent change in ownership occurred when record title in the Fashion Valley Shopping Mall in San Diego (the Mall) was transferred by Equitable Life Assurance Company of the United States (Equitable) to Mallco as Equitable’s initial capital contribution to Mallco’s parent company, Fashion Valley MM, LLC (FVM), which gave Equitable a 50 percent membership interest in FVM. Mallco contends that due to its membership interest in FVM, it retained 50 percent of the beneficial use of the Mall, and thus only a 50 percent change in ownership of the Mall occurred for purposes of property tax reassessment, rather than a 100 percent change in ownership as found by the trial court. As we will explain, we conclude that a 100 percent change in ownership of the Mall occurred, and accordingly we affirm.

I

FACTUAL AND PROCEDURAL BACKGROUND

A. The Transaction

In 2001, Equitable was the fee owner of 100 percent of the Mall when it entered into a…