April 5, 2018
from the Superior Court of the District of Columbia
(CVT-11389-13) (Hon. John M. Campbell, Motions Judge)
Wendell C. Robinson argued for appellant.
Richard D. Caldwell and Patrick C. Horrell filed the brief
L. Wilson, Senior Assistant Attorney General, Office of the
Solicitor General, with whom Karl A. Racine, Attorney General
for the District of Columbia, and Todd S. Kim, Solicitor
General at the time the brief was filed, and Loren L.
AliKhan, Deputy Solicitor General at the time the brief was
filed, were on the brief, for appellee.
Easterly and McLeese, Associate Judges, and Ruiz, Senior
Smart Aziken refinanced a mortgage on a property deeded to
his sole proprietorship and, as a condition to obtain the
loan, was required to transfer the property to a limited
liability company ("LLC"). Appellant paid transfer
and recordation taxes to record the transfer, but claims he
is entitled to a refund of those taxes pursuant to an
exemption for certain conversions from one form of business
entity to another. Appellant argues that the trial court
erred in its interpretation of the exemption statutes when it
held that "no conversion was effectuated under the law
covering tax exemptions," because, appellant claims, he
met all the statutory criteria to be eligible for the tax
exemption. Appellant also argues that the trial court erred
in granting summary judgment for the District because it used
an incorrect standard to evaluate the motion and, if the
correct standard had been applied, appellant could have
"ma[d]e out, at the least, a prima facie case
for an estoppel argument." We affirm.
purchased the real property in 2002 for $505, 000 and
recorded the deed in the name of Smart E. Aziken T/A
Friendship Limousine Transportation Service, his sole
proprietorship. Ten years later, in order to refinance a
mortgage on the property, the bank required that the property
be owned by an incorporated entity to insulate it from
appellant's personal liabilities. Appellant filed
articles of incorporation for his LLC on July 6, 2012, and he
attempted to obtain a Conversion Certificate from the D.C.
Department of Consumer and Regulatory Affairs
("DCRA") in August of 2012, that would permit
appellant to claim eligibility for a tax exemption at the
Office of Tax and Revenue ("OTR"), but the
Conversion Certificate was not issued.
obtain the refinancing, appellant transferred the property to
the LLC on September 19, 2012, by means of a "No
Consideration Deed." In total, appellant was required to
pay $59, 225.26 in transfer and recordation taxes in
connection with the deed. Still trying to obtain the
Conversion Certificate, appellant attended a workshop with
DCRA's Corporations Division, where Mr. Josef Gasimov,
the Assistant Superintendent of Corporations, informed
appellant that he would have to dissolve his LLC and
reestablish it to receive the Conversion Certificate, which
appellant claimed Gasimov said "should have been issued
at the time that the articles of organization were filed . .
. ." As instructed, appellant dissolved the LLC and
created a new one on October 19, 2012, and a Conversion
Certificate was issued the same day. Appellant applied for a
refund of the transfer and recordation taxes, claiming the
transfer was exempt; however, his request for a refund was
denied by OTR on the ground that the Conversion Certificate
was issued "one month after the 'No Consideration
Deed' had been recorded."
sued the District of Columbia on December 7, 2012, claiming
that the transfer of the property to the LLC was eligible for
an exemption from transfer and recordation taxes and
asserting estoppel against the District. The District filed a
motion to dismiss for failure to state a claim and appellant
filed a motion for summary judgment. After a hearing, the
motions judge, the Honorable John Campbell, treated the
District's Motion to Dismiss as a motion for summary
judgment and granted summary judgment for the District.
Standard of Review
of statutes presents a question of law that we consider
de novo. See Cherry v. District of
Columbia, 164 A.3d 922, 925 (D.C. 2017). This court also
reviews a grant of summary judgment de novo,
applying the same standard as the trial court in considering
the motion for summary judgment. See District of Columbia
v. District of Columbia Pub. Serv. Comm'n, 963 A.2d
1144, 1155 (D.C. 2009). A party is entitled to summary
judgment if, when the facts are viewed "in the light
most favorable to the non-moving party . . . there [are] no
genuine issue[s] of material fact and  the moving party is
entitled to judgment as a matter of law." Super. Ct.
Civ. R. 56 (c); Hosp. Temps Corp. v. District of
Columbia, 926 A.2d 131, 134 (D.C. 2007). On appeal, this
court is required to "conduct an independent review of
the record . . . [to] determine whether any relevant factual
issues exist by examining and taking into account the
pleadings, depositions, and admissions along with any
affidavits on file, construing such material in the light
most favorable to the party opposing the motion."
District of Columbia v. District of Columbia Pub. Serv.
Comm'n, 963 A.2d at 1155 (quoting Graff v.
Malawer, 592 A.2d 1038, 1040 (D.C. 1991)). Decisions of
the tax division of ...