Opinion
DOCKET NO. A-4701-13T4
10-28-2015
1785 SWARTHMORE, LLC, Plaintiff-Appellant, v. TOWNSHIP OF LAKEWOOD, Defendant-Respondent.
Zipp & Tannenbaum, L.L.C., attorneys for appellant (Michael J. Caccavelli, of counsel; Joseph G. Buro, on the brief). Cleary Giacobe Alfieri Jacobs, LLC, attorneys for respondent (Salvatore Alfieri, of counsel; Dante M. Alfieri, on the brief).
NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION Before Judges Sabatino and Accurso. On appeal from the Tax Court of New Jersey, Docket No. 4220-2013. Zipp & Tannenbaum, L.L.C., attorneys for appellant (Michael J. Caccavelli, of counsel; Joseph G. Buro, on the brief). Cleary Giacobe Alfieri Jacobs, LLC, attorneys for respondent (Salvatore Alfieri, of counsel; Dante M. Alfieri, on the brief). PER CURIAM
This appeal arises out of the Tax Court's denial of a property tax exemption application under N.J.S.A. 54:4-3.6, the nonprofit and charitable exemption statute. The claimant, appellant 1785 Swarthmore, LLC ("Swarthmore" or "the LLC"), is a limited liability company that holds record title to land in the Township of Lakewood and a building on that land, both of which are leased to a religious school. Swarthmore's sole member is a nonprofit religious entity that has federal income tax-exempt status. After Swarthmore's application was initially denied by the Lakewood municipal tax assessor, it challenged that decision in the Tax Court.
Following oral argument, the Tax Court judge concluded that Swarthmore had not met the statutory criteria for exemption, finding it was not organized for an exempt purpose. Swarthmore now appeals. We affirm.
I.
We derive from the record the following pertinent factual background, which is substantially undisputed.
At the times relevant to this case, the sole member of the LLC was Oorah, Inc. ("Oorah"). Oorah was formed as a nonprofit corporation in July 2000 under the New Jersey Non-Profit Corporation Act, N.J.S.A. 15A:2-8. According to the corporation's bylaws, the purpose of the organization was to "support various outreach programs for unaffiliated Jews," including the provision of tuition assistance, tutoring, scholarships, financial assistance, and numerous other programs. Oorah was granted federal income tax exemption status as a "public charity" in July 2005, pursuant to Internal Revenue Code Section 501(c)(3).
The subject property consists of a 32,000-square-foot "office/warehouse" on nearly seven acres of land located in the Township at 1785 Swarthmore Avenue. On November 28, 2006, Oorah acquired title to the subject property from "Swarthmore Equities, LLC" for a sum of $2.6 million. The deed for that transfer was recorded by the Ocean County Clerk's Office on December 12, 2006.
Two days later, on November 30, 2006, Swarthmore was formed as a limited liability company under the New Jersey Limited Liability Company Act, N.J.S.A. 42:2B-1 to —70. Swarthmore's stated purpose was "to engage in any activity within the purposes for which Limited Liability Companies may be formed pursuant to the New Jersey Limited Liability Company Act."
Oorah was listed as Swarthmore's registered agent. In Swarthmore's operating agreement, which was dated January 1, 2007, Oorah was listed as its sole member. In addition, the operating agreement specified that Swarthmore's purpose was "for conducting any legal business enterprise." (Emphasis added).
On March 9, 2007, Oorah transferred ownership of the subject property to Swarthmore for $1.00 in consideration. The deed for that transaction was recorded later that month. Swarthmore then entered into a mortgage for the subject property in July 2010, enabling Oorah to borrow $1 million from a lender.
Beginning in March 2012, Oorah leased the subject property to Lakewood Cheder School (the "tenant"). Under the terms of that lease, the tenant agreed to rent a portion of the subject property — specifically 2200 square feet — for an initial period of two years for a monthly rent of $2200.
In that "sole member" capacity, Oorah filed a property tax exemption application with the Township in September 2012. Oorah sought a tax exemption for the subject property for the year 2013, under the nonprofit and charitable exemption statute, N.J.S.A. 54:4-3.6. The filing stated that 2000 square feet of the subject property would be rented to "Cheder of Lakewood," for a monthly rent of $2200.
In November 2012, the municipal tax assessor denied the requested exemption. The reason for rejection, as stated in the assessor's denial letter, was that the "[o]rganization claiming exemption [was] not recognized by the State of New Jersey as a nonprofit organization[.]"
In March 2013, Swarthmore filed a complaint with the Tax Court seeking relief from the assessor's ruling. In Count One of its complaint, Swarthmore sought review of the denial of its exemption application. In Count Two, Swarthmore sought review of the assessed value of the subject property.
The Township moved for summary judgment, claiming that Swarthmore had not demonstrated that it was organized "exclusively for charitable or religious purposes" and thus did not qualify for the property tax exemption under the statute. Swarthmore cross-moved for summary judgment, arguing that it was entitled to the exemption.
After hearing oral argument on the competing motions, Tax Court Judge Mary S. Brennan issued an oral decision on April 11, 2014, finding that Swarthmore had not satisfied the statutory criteria for exemption. The judge accordingly granted the Township's motion for summary judgment and denied Swarthmore's cross-motion. The judge did not reach the assessment issues posed in Count Two of the complaint. In an amended order dated May 1, 2014, the court made clear that it had granted summary judgment in favor of the Township on Count One and dismissed that count with prejudice, leaving unadjudicated the assessment challenge in Count Two. We subsequently granted Swarthmore's unopposed motion for leave to appeal the court's interlocutory decision concerning Count One.
In relevant part, the nonprofit and charitable property tax exemption statute, N.J.S.A. 54:4-3.6, reads:
The following property shall be exempt from taxation under this chapter: . . . all buildings actually used in the work of associations and corporations organized
exclusively for religious purposes, including religious worship, or charitable purposes . . . provided, in case of all the foregoing, the buildings, or the lands on which they stand, or the associations, corporations or institutions using and occupying them as aforesaid, are not conducted for profit . . . . The foregoing exemption shall apply only where the association, corporation or institution claiming the exemption owns the property in question and is incorporated or organized under the laws of this State and authorized to carry out the purposes on account of which the exemption is claimed[.]
[N. J.S.A. 54:4-3.6 (emphasis added).]
The parties do not dispute that Swarthmore has satisfied two of the three statutory prongs under N.J.S.A. 54:4-3.6: namely, that the subject property is "actually and exclusively used for the tax-exempt purpose," and that its "operation and use" is not conducted for profit. The only disputed issue is whether Swarthmore satisfies the first prong of the statute, which requires the property "owner" to be "organized exclusively for the tax-exempt purpose." Ibid.
Swarthmore argues that the term "owns," as used in the statute, "is not synonymous with 'owner of record.'" Swarthmore contends that it is entitled to the property tax exemption because of its status as a wholly-owned subsidiary of a nonprofit corporation, Oorah, an organizational structure which is disregarded for federal income tax purposes. Alternatively, Swarthmore contends that basing property tax exemptions on the status of the owner runs afoul of this state's constitution.
II.
We review the Tax Court's summary judgment order de novo, applying the same legal standards that govern such motions in trial courts. W.J.A. v. D.A., 210 N.J. 229, 237-38 (2012). We must "consider whether the competent evidential materials presented, when viewed in the light most favorable to the non-moving party, are sufficient to permit a rational factfinder to resolve the alleged disputed issue in favor of the non-moving party." Brill v. Guardian Life Ins. Co. of Am., 142 N.J. 520, 540 (1995); see also R. 4:46-2(c).
Because Swarthmore is an LLC, we must necessarily consider its legal status as part of the tax exemption analysis. The New Jersey Limited Liability Company Act, which has since been repealed but under which Swarthmore was organized in 2006, reads, in relevant part:
a. A limited liability company may carry on any lawful business, purpose or activity.
b. A limited liability company shall possess and may exercise all the powers and privileges granted by this act or by any other law or by its operating agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or
attainment of the business, purposes or activities of the limited liability company.
[N. J.S.A. 42:2B-8 (2006).]
Also germane here, the Revised Uniform Limited Liability Company Act, which became effective in March 2013 for all New Jersey LLCs, reads in relevant part:
a. A limited liability company is an entity distinct from its members.
b. A limited liability company may have any lawful purpose, regardless of whether for profit.
c. A limited liability company has perpetual duration.
[N. J.S.A. 42:2C-4.]
At oral argument, Judge Brennan expressed concern about why Oorah had chosen to first create Swarthmore as an LLC, and then transferred ownership of the subject property to Swarthmore. The judge acknowledged that there could be several legitimate reasons, such as to gain limited liability protection for purposes of the mortgage or for insurance purposes. Nevertheless, the judge observed that the transactions caused her "pause."
In her oral decision, Judge Brennan concluded that there was no genuine issue of material fact as to Swarthmore's claimed property tax exemption. The judge based her reasoning largely on the principle that property tax statutes were to be strictly construed, "[b]ecause they represented [a] departure from the fundamental approach that all property owners bear their fair share of the local property tax burden[,]" and the party seeking the exemption bears the burden of proving that it is entitled to an exemption. The judge reasoned that this strict construction principle does not "justify distorting the language of the legislative intent of the exemption statute[,]" nor must it "defeat" the "legislative design."
Judge Brennan then applied the three-prong statutory test for exemption, as clarified by the New Jersey Supreme Court in Hunterdon Medical Center v. Township of Readington, 195 N.J. 549, 561 (2007), which governs whether an entity qualifies for property tax exemption under N.J.S.A. 54:4-3.6: "(1) [the owner of the property] must be organized exclusively for the [exempt purpose]; (2) its property must be actually and exclusively used for the tax-exempt purpose; and, (3) its operation and use of its property must not be conducted for profit." Id. at 561 (quoting Paper Mill Playhouse v. Millburn Twp., 95 N.J. 503, 506 (1984)) (alterations in original).
Applying this test, the judge found that Swarthmore had been formed as an LLC for any purpose within those allowed under the New Jersey Limited Liability Act, rather than specifically for an exempt purpose. The judge observed that:
[t]he fact that the subject property was owned by Oorah and then transferred to Swarthmore is of itself indicative of a purpose other than those purposes contemplated by the legislature when enacting the exemption statute. There are many legal and financial reasons why a nonprofit entity would create a single member LLC, all of which have nothing to do with an exempt purpose. Examples include limiting liability for financing or insurance purposes, or qualifications to receive benefits not available to exempt nonprofits such as certain tax credits.
The fact of the matter is that Swarthmore has a separate and distinct purpose from Oorah or it never would have been created and it would not exist.
This appeal ensued.
III.
Having considered the briefs on appeal in light of the applicable law, we affirm the Tax Court's determination to deny the exemption. We do so substantially for the reasons cogently expressed in Judge Brennan's oral opinion. We add the following comments, including a discussion of the main cases that Swarthmore cites.
As we have noted, the three-prong test that governs whether an entity qualifies for property tax exemption under N.J.S.A. 54:4-3.6 requires that (1) the property owner be "organized exclusively" for a tax-exempt purpose (the "first prong"); (2) the property be "actually . . . used" for the tax-exempt purpose (the "second prong"); and, (3) the use of that property not be conducted for profit (the "third prong"). If an entity fails to satisfy any one of these three prongs, exemption must be denied. Paper Mill Playhouse, supra, 95 N.J. at 506. Additionally, a property tax exemption claimant bears the burden of proving that it is entitled to an exemption. Int'l Sch. Servs., Inc. v. W. Windsor Twp., 207 N.J. 3, 24 (2011).
The strict construction of property tax exemption statutes in this state is guided by well-established principles:
It is a fundamental principle of government that ordinarily all property shall bear its just and equal share of taxation. The burden of proving a tax exempt status is upon the claimant, and statutes granting exemption from taxation are strictly construed against anyone claiming an exemption thereunder. Princeton University Press v. Borough of Princeton, 35 N.J. 209, 216 (1961). However, the basic inquiry always is the legislative intent expressed in the statute. To that end the construction, while strict, must always be reasonable, and words are not to be given a rigid scholastic interpretation when it appears that they were used in another sense. The rule of strict construction must never be allowed to defeat the evident legislative design. Alexander v. New Jersey Power & Light Co., 21 N.J. 373, 378 (1956).
[Mega Care, supra, 15 N.J. Tax at 573 (quoting Princeton Twp. v. Tenacre Found., 69 N.J. Super. 559, 563 (App. Div. 1961)).]
Here, as we have noted, Swarthmore centers its argument only on the ownership requirement that is encompassed by the first prong. It relies primarily on two cases, discussed infra, in which the court established that property ownership existed, for property tax exemption purposes, despite the fact that the claimant did not hold record title to that property. In contrast, the Tax Court in this case implicitly accepted that Swarthmore owned the subject property — presumably because it holds record title to the subject property — and thus addressed only whether Swarthmore then satisfied the requirement that it be organized for a tax-exempt purpose.
First, Swarthmore relies upon Paper Mill Playhouse, supra, 7 N.J. Tax at 78, for the proposition that a nonprofit entity could establish property ownership for property tax purposes even if it did not hold record title to the property, through "open and notorious possession," in a manner synonymous with adverse possession. Id. at 87-88. Second, Swarthmore also relies on Center for Molecular Medicine and Immunology v. Township of Belleville, 357 N.J. Super. 41 (App. Div. 2003) ("CMMI") for the proposition that a public entity's ninety-nine-year lease could constitute ownership for property tax exemption purposes. Id. at 54. Relying on these two cases, Swarthmore asserts that it satisfies the first prong, because it would qualify as an "equitable owner" under case law, particularly since Oorah, its sole member, is a nonprofit entity and itself would satisfy the first prong. We disagree.
The factual circumstances of Paper Mill Playhouse are distinguishable from those in the present case in three critical ways: (1) the taxpayer in Paper Mill Playhouse had already been granted property tax-exempt status and was arguing that its exemption was not lost for an intervening period of time in which its theater building had been destroyed by fire; (2) the taxpayer did not hold record title to an adjacent land parcel but nevertheless had exercised dominion and control over that parcel sufficient to demonstrate ownership under the adverse possession statute; and, (3) there was no intermediary entity, such as an LLC, between the established nonprofit and the subject property.
Likewise, the factual circumstances of CMMI are distinguishable from those of the present case. The taxpayer in CMMI was a nonprofit cancer research organization that had leased property from Essex County. CMMI, supra, 357 N.J. Super. at 44. This court concluded that the 115-year lease that the nonprofit had entered into with the county, which was not a party to the tax litigation, satisfied the ownership requirement of N.J.S.A. 54:4-3.6. Id. at 54. The case thus was remanded to the Tax Court for proceedings regarding whether CMMI satisfied the other requirements of N.J.S.A. 54:4-3.6 to determine whether it was entitled to exemption. Id. at 54-55.
In reaching our decision in CMMI, we acknowledged that the concept of ownership in the tax exemption statute's phrase "owns the property in question" is not ambiguous and refers to having "legal title" to the property. Id. at 53. Yet we found that principle not to be controlling, "if literal application would lead to a result incompatible with the legislative purposes." Ibid. As we explained:
The most obvious purpose of Section 3.6's requirement that the nonprofit entity own the property for it to be exempt is to prevent individuals or entities involved in business from avoiding real estate taxes by leasing their property for customary periods to entities which would otherwise qualify for the exemption. But a 99-year lease is hardly customary, and it is extremely unlikely that a business would enter into such a lease merely to avoid taxation. Consequently, a construction of ownership to include 99-year leases would have no adverse effect on the legislative purpose.
Moreover, Section 3.6 has as an overarching purpose the encouragement of private sector work that will benefit mankind while lessening the burdens on the State.
. . . .
The circumstances of this case in relationship to the concept of ownership may be fairly characterized as creating a situation unanticipated by the drafter of
Section 3.6. . . . [W]e infer that Section 3.6's ownership requirement is satisfied by allowing for exemption in such cases, at least where the owner remains a public entity.
[Id. at 53-54.]
We also highlighted in CCMI several factual details that were significant to the exemption analysis: (1) that the leased property was owned by a public entity, i.e., the county, (2) the county's purpose was to preserve its property ownership for "future generations," and, (3) the plaintiff nonprofit organization spent "millions of dollars" to improve the leased premises. Id. at 54.
Swarthmore points to CMMI for the proposition that a long-term tenancy can constitute ownership for property tax exemption purposes. Because there is no question that Swarthmore held record title to the subject property, the possibility of establishing equitable ownership through a long-term lease is not applicable to this case. The fact that the nonprofit cancer research organization in CMMI made significant expenditures to improve the leased premises is simply an additional fact that this court found significant in establishing that the nonprofit entity, as a long-term tenant, exercised ownership over the leased property.
Swarthmore also invokes CMMI for the proposition that application of the property tax exemption statute should not contravene the statute's underlying legislative intent. The statute attempts to deter a for-profit entity to take steps, such as leasing property to a nonprofit entity, for the sole purpose of avoiding property taxation. Id. at 53-54.
In CMMI, the nonprofit organization, a long-term tenant, was found to be the owner of the property for tax-exempt purposes. In contrast, in the present case, the nonprofit entity, Oorah, is not the claimant and is not party to this appeal. Instead, it is Swarthmore, an LLC that was not formed explicitly for a nonprofit purpose, which owns the property, as established through its record title. Therefore, as Judge Brennan astutely recognized, the organizational purpose and the ownership elements of the exemption statute's first prong are not met by the same entity in this case.
Accepting Swarthmore's legal argument would require us, in essence, to disregard the LLC-based ownership structure that the principals of Swarthmore and Oorah created. To be sure, that position has some support with respect to other tax laws outside of the present context. For example, N.J.S.A. 42:2C-92, a sub-section of the revised limited liability statute pertaining to tax classification for state income taxation purposes, states that:
[f]or all purposes of taxation on income under the laws of this State and only for those purposes, a limited liability company formed under this act . . . with one member is disregarded as an entity separate from its owner, unless classified otherwise for federal tax purposes, in which case the limited liability company will be classified in the same manner as it is classified for federal income tax purposes.
[N. J.S.A. 42:2C-92(b).]
In that same vein, federal Internal Revenue Service ("IRS") regulations embrace the same concept of disregarding a single-member LLC for income tax purposes. A single-owner business entity is permitted to classify itself as a corporation or, alternatively, be disregarded. "[I]f the entity is disregarded, its activities are treated in the same manner as a sole proprietorship, branch, or division of the owner." 26 C.F.R. 301.7701-2(a); see also 26 C.F.R. 301.7701-3(a) (permitting "an eligible entity with a single owner" to classify itself as an association "or be disregarded as an entity separate from its owner"); 26 C.F.R. 301.7701-3(b)(ii) (permitting an eligible entity that does not elect a classification to be "[d]isregarded as an entity separate from its owner if it has a single owner").
As the trial judge noted in her oral decision, it was undisputed that Oorah had not treated Swarthmore as a separate entity for either accounting or federal income tax purposes, for the calendar years of 2010, 2011, and 2012. Nevertheless, our courts have previously held that federal income tax standards generally are irrelevant to questions of real property taxation, which is a function exclusive to state and local government. See, e.g., Black United Fund of N.J., Inc. v. E. Orange City (Orange Cnty.), 17 N.J. Tax 446, 449 (Tax 1998) (holding that "[f]ederal income tax exemption standards have no relation to state law governing property tax exemption"); see also AHS Hosp. Corp. v. Town of Morristown, ___ N.J. Tax ___ (slip op.) (Tax 2015).
Case law in our state has drawn a clear line between income tax exemption standards and property tax exemption standards. In Black United Fund, supra, 17 N.J. Tax at 449, the plaintiff was a nonprofit corporation organized under I.R.C. 501(c)(3), exclusively for "charitable, religious, or educational purposes." Ibid. The court stated that such a classification for federal income tax purposes was of "no relation" to a qualification for property tax exemption under N.J.S.A. 54:4-3.6. Ibid. (quoting Paper Mill Playhouse, supra, 95 N.J. Tax at 528 n.2).
The Tax Court in Mega Care, supra, 15 N.J. Tax at 566, acknowledged that whether ownership was held in a separate legal entity was "immaterial," so long as a tax-exempt organization satisfied the actual use and control requirement. Id. at 574. "[T]he substance of the ownership requirement is satisfied with respect to the property of a subsidiary or commonly controlled affiliate of an exempt entity, if the affiliate's operations are limited to support of that entity." Ibid. The Tax Court thus concluded that whether the affiliate's stated purpose was limited to an exempt purpose in its certificate of incorporation was dispositive:
Both the ownership requirement and the requirement of incorporation for [exemption] purposes should . . . be considered satisfied where it can be shown that the affiliate's certificate of incorporation limits its activities to those undertaken in support of and integration with those of the hospital. No particular form of language is required, but the substance of an organic integration of the entities must be reflected in the affiliate's corporate charter.
[Id. at 575.]
In Mega Care, the court denied exemption on the grounds that the affiliate's certificate of incorporation did not "specifically limit its activities to those conducted in support of and integration with the hospital whose operations are contended to be integrated with those of the subject nursing home." Ibid.; see also Hillcrest Health Serv. Sys. v. Hackensack City, 18 N.J. Tax 38, 46-47 (Tax 1998) (applying similar analysis of an entity's certificate of incorporation to deny tax exempt status to a corporation that claimed exemption "by virtue of its use in the operations of the other [parent corporation]").
In this case, we are mindful that Oorah was formed for an exempt purpose, as a nonprofit corporation under N.J.S.A. 15A:2-8. In addition, Oorah entered into the lease with the school, the tenant here, such that Oorah exercises control over the subject property. Additionally, Oorah is the mortgage holder for the subject property. Thus, Oorah may satisfy the statute's "use" requirement in this manner, through indicia of control such as acting in the role of landlord and mortgage holder.
Even so, the fact that ownership of the parcel separately rests solely with Swarthmore, an LLC, supports Judge Brennan's conclusion that the required "confluence" between use and ownership to qualify for an exemption does not exist in this case. The record does not demonstrate that Swarthmore's operation was "sufficiently integrated" with that of Oorah so as to be an "integral part of operating" Oorah. Mega Care, supra, 15 N.J. Tax at 569 (quoting Intercare Health Sys. v. Cedar Grove Twp., 11 N.J. Tax 423 (Tax 1990), aff'd, 12 N.J. Tax 273 (App. Div. 1991), certif. denied, 127 N.J. 558 (1992)). Unlike the skilled nursing facility in Mega Care, Swarthmore does not appear to have any specific operations of its own to indicate that it holds the subject property for the exclusive benefit of Oorah.
Notably, Swarthmore did not specifically limit its stated purposes to any extent in its Certificate of Formation. In that certificate, as we have already noted, Swarthmore's stated purpose was very broad: "to engage in any activity within the purposes for which Limited Liability Companies may be formed pursuant to the New Jersey Limited Liability Company Act." (Emphasis added). Hence, Swarthmore could have been formed and operated for any number of non-exempt purposes and thus has not satisfied the organizational purpose requirement under the statute.
The bottom line is that Swarthmore, an LLC organized for any purpose under the LLC statutory scheme, owned the property during the relevant tax year. The record does not reveal why and what the point was of the $1.00 transfer in 2007 from Oorah to Swarthmore. N.J.S.A. 54:4-3.6 requires an owner to be organized exclusively for the tax exempt purpose. Swarthmore simply does not meet that test, despite the fact the property is actually and exclusively used for the tax exempt purpose and its operation and use is not conducted for profit.
For these many reasons, we agree with the Tax Court's conclusion that Swarthmore failed in its burden of proving an entitlement to an exemption in this case. Count One of its complaint was rightly dismissed.
IV.
We need not tarry in dispensing with Swarthmore's assertion of unconstitutionality, in which it argues that the statute, as applied here, improperly distinguishes between nonprofit corporations and their wholly-owned LLC subsidiaries in a manner contrary to Article VIII, § I, ¶ 1(a) of the New Jersey Constitution. In particular, Swarthmore refers to language in Town of Morristown v. Woman's Club of Morristown, 242 N.J. Super. 654, 662 (App. Div. 1990), aff'd, 124 N.J. 605 (1991), in which we declared that "tax exemption statutes based upon the personal status of the owner, as opposed to use of the property, run[] afoul of" the New Jersey Constitution.
We discern no constitutional violation. The ownership prong of N.J.S.A. 54:4-3.6 does not inexorably require treating a nonprofit corporation differently from its wholly-owned subsidiary in all instances. Instead, the prong of the statute that proved to be pivotal here embodies both an ownership element and an exempt-purpose element. The statute does not unconstitutionally distinguish between claimants based purely on a claimant's "personal status," but rather looks to the claimant's organizational purpose and its ownership of the property in question.
Had the LLC in this case been organized and operated in a manner that was more aligned with Oorah's exempt purposes, the result here may well have been different. There is no categorical discrimination involved, nor does the statute create any improper classifications.
Affirmed. The matter is remanded to the Tax Court for a disposition of the assessment issues in Count Two. We do not retain jurisdiction. I hereby certify that the foregoing is a true copy of the original on file in my office.
CLERK OF THE APPELLATE DIVISION
See L. 2012, 50, § 4.