Shuwa Investments Corp. v. County of Los Angeles

Appellant, Shuwa Investments Corporation (Shuwa), appeals from a summary judgment in favor of defendant and respondent County of Los Angeles (County), denying its claim for partial refund of property taxes. The ultimate issue in this appeal is whether Shuwa’s acquisition of the ARCO Plaza office building complex in downtown Los Angeles resulted in a 50 percent “change of ownership” as Shuwa contends, or in a 100 percent “change of ownership” as the County contends. We agree with the County that Shuwa’s acquisition resulted in a 100 percent “change of ownership” and affirm the judgment.

Facts and Proceedings Below

Prior to September 16, 1986, the Flower Street partnership owned the ARCO Plaza. Flower Street Limited, a California general partnership, had two general partners: Atlantic Richfield Company (ARCO) and Bank of America. Each owned a 50 percent partnership interest in Flower Street.

In 1985, ARCO decided to sell the interest it held in the ARCO Plaza through Flower Street. An ARCO/Bank of America working group formed to dispose of the ARCO Plaza. This group prepared hypothetical legal documents in preparation for the sale. The parties prepared the documents,…