Summary
The Connecticut Supreme Court held that a sole owner’s transfer of real property to his single-member limited liability company was not subject to the Connecticut real estate conveyance tax because the transfer was not made for consideration. The increase in the company’s fair market value resulting from the transfer was not consideration because it was not the product of a bargained-for exchange.
Topics
Practice areas
Questions Presented
- Whether the transfer of real property by the sole owner of a limited liability company to that company was subject to Connecticut's real estate conveyance tax under General Statutes § 12-494 (a).
- Whether the increase in the fair market value of the limited liability company resulting from the transfer constituted consideration for purposes of § 12-494 (a).
Holdings
- The transfer was not subject to the real estate conveyance tax because it was not made for consideration within the meaning of § 12-494 (a).
- The automatic increase in the fair market value of the company resulting from receipt of the property was not consideration because it was not the product of a bargained-for exchange.
Key quotations
“To constitute consideration, a performance or a return promise must be bargained for.” (at 668)
“The change in fair market value was the automatic effect of the transfer; the company served as a passive recipient of the property.” (at 670)
“The judgment is affirmed.” (at 671)
Factual background
Andrew J. Mandell owned commercial real property in Newington individually and, after Connecticut law permitted single-member limited liability companies, formed Mandell Properties, LLC with himself as sole member. He transferred the property to the company by quitclaim deed stating that the transfer was for no consideration. The Commissioner of Revenue Services treated the increase in the value of Mandell's ownership interest in the company as consideration and assessed $56,200 in conveyance tax, plus interest and penalties.
Procedural history
The Commissioner of Revenue Services assessed Andrew J. Mandell $56,200 in real estate conveyance tax, plus interest and penalties, after Mandell transferred commercial real property to his wholly owned limited liability company. Mandell challenged the assessment before the commissioner and then appealed to the Superior Court. On cross motions for summary judgment, the Superior Court ruled for Mandell, concluding that the transfer lacked consideration; the Supreme Court affirmed on different reasoning.