Rylwell, LLC, and Pulaski Lands, LLC v. Arkansas Development Finance Authority
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SUPREME COURT OF ARKANSAS
No. 07334
RYLWELL, L.L.C. AND PULASKI
LANDS, L.L.C.,
APPELLANTS,
VS.
ARKANSAS DEVELOPMENT FINANCE
AUTHORITY,
APPELLEE,
Opinion Delivered December 13, 2007
APPEAL FROM THE PULASKI
COUNTY CIRCUIT COURT,
NO. CV20069080,
HON. ALICE S. GRAY, JUDGE,
AFFIRMED.
ANNABELLE CLINTON IMBER, Associate Justice
The instant appeal arises from a suit to quiet title and foreclose filed by Appellee
Arkansas Development Finance Authority (“ADFA”), a state agency, against Allcon
Enterprises, Inc. (“Allcon”), National Bank of Arkansas (“NBA”), and Appellants Rylwell,
L.L.C. (“Rylwell”) and Pulaski Lands, L.L.C. (“Pulaski Lands”). The Circuit Court of
Pulaski County ruled in favor of ADFA, granting it a judgment against Allcon in the amount
of $239,750.02, along with pre and postjudgment interest and reasonable attorneys’ fees,
and declaring that any existing or potential adverse claims to the subject property,
particularly those of NBA, Rylwell, and Pulaski Lands, were inferior to ADFA’s mortgage
lien. Rylwell and Pulaski Lands now appeal, alleging as their sole point of error that the
circuit court erred in determining that Ark. Code Ann. § 225402 (Repl. 2004) was
applicable and in ruling that their interests in the subject property were inferior to ADFA’s
mortgage lien. As this appeal presents an issue of statutory interpretation, our jurisdiction
is pursuant to Ark. R. Sup. Ct. 12(b)(6) (2007). We find no error and affirm.
The real property at issue in this appeal is located in Pulaski County and was owned
in fee simple by Allcon until August of 2004. Allcon had executed a purchasemoney
mortgage on the property in favor of ADFA. The mortgage, which was recorded on June 4,
1998, secured the repayment of the original principal amount of $212,000 for the purchase
of the property, pursuant to a promissory note. Allcon failed to pay the real estate taxes on
the subject property for the years 1999, 2000, 2001, 2002, and 2003. As a result of the
nonpayment of taxes, the subject property was certified to the Commissioner of State Lands
by Pulaski County on March 23, 2002, pursuant to Ark. Code Ann. § 2637101 (Repl.
1997). The Commissioner, in accordance with Ark. Code Ann. § 2637301 (Repl. 1997 &
Supp. 2007), provided notice to all owners and interested parties, including ADFA. The
Commissioner then sold the property at a tax sale to Rylwell on August 18, 2004.
Meanwhile, in February of 2003, Allcon also defaulted on payments pursuant to the
promissory note.
After the tax sale, the Commissioner issued limited warranty deeds covering the
property to Rylwell; these deeds were recorded on September 1, 2004. Rylwell subsequently
encumbered the subject property by granting a mortgage in favor of NBA. Additionally, in
January of 2005, Allcon executed a quitclaim deed granting any interest it had in the property
to Pulaski Lands. The quitclaim deed was recorded on January 24, 2005. At the time of the
commencement of this suit, Allcon remained in default under the terms of the promissory
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note held by ADFA, and ADFA had not released the mortgage.
On August 18, 2006, ADFA filed a complaint to quiet title and foreclose on the
subject property. The complaint averred that ADFA was entitled to and had chosen to
accelerate the amount due under the promissory note. Furthermore, it asserted that any
interest Rylwell might claim in the subject property pursuant to the limited warranty deeds
was void as against ADFA’s prior perfected interest, in accordance with Ark. Code Ann. §
225402 (Repl. 2004). The complaint also stated that any claim NBA might attempt to
assert in the property pursuant to the mortgage granted in its favor by Rylwell was void, as
well as inferior to ADFA’s prior perfected interest, and that any claim Pulaski Lands might
attempt to assert pursuant to the quitclaim deed was subordinate to ADFA’s prior perfected
interest. Rylwell, Pulaski Lands, and NBA filed timely answers to the complaint; however,
Allcon failed to file an answer or otherwise enter an appearance. Rylwell then filed a
counterclaim to quiet title and foreclose, alleging that the tax sale was completed in
conformity with all relevant laws and regulations and that the subject property remained
unredeemed after it was forfeited to the State, despite the fact that proper notice had been
given. The counterclaim acknowledged that ADFA might have had an interest in the subject
property but asserted that ADFA’s interest was extinguished by the tax sale and failure to
redeem.
Following a hearing at which the parties indicated to the circuit judge that the only
issue before the court was one of statutory interpretation, the parties submitted joint
stipulations of facts, as well as simultaneous briefs. ADFA then filed a motion for summary
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judgment, contending that it was entitled to have the title to the subject property quieted in
its favor, “[b]ecause tax deeds are void as against an interest of the state as a matter of law.”
The circuit court entered an order granting judgment in favor of ADFA and stating that “as
a matter of law, the mortgage interest of ADFA in the Property was not extinguished by the
tax sale of the Property on or about August 18, 2004, and that the tax titles of separate
defendant Rylwell to the Property, evidenced by the limited Warranty Deeds from the
Commissioner, are null and void in both law and equity as against the mortgage lien of
ADFA.” Rylwell and Pulaski Lands filed a timely notice of appeal.
The statute at issue in the instant appeal reads as follows, in its entirety:
No tax title shall be valid or binding against the equitable or legal
interest of this state in or to any real estate whatever. However, such tax titles
shall be void so far as they shall conflict with the interest of the state and shall
be treated and considered as null and void in both law and equity in all courts
of the state.
Ark. Code Ann. § 225402 (Repl. 2004). The circuit court ruled that the statute applied to
these facts and that it made Rylwell’s tax title null and void as against ADFA’s interest in
the property. We review issues of statutory interpretation de novo, as it is for this court to
decide what a statute means. Maddox v. City of Fort Smith, 369 Ark. 143, ___ S.W.3d ___
(2007). In this respect, we are not bound by the trial court’s decision; however, in the
absence of a showing that the trial court erred, its interpretation will be accepted as correct
on appeal. Id.
Our rules of statutory interpretation are well settled. When reviewing issues of
statutory interpretation, we are mindful that the first rule in considering the meaning and
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effect of a statute is to construe it just as it reads, giving the words their ordinary and usually
accepted meaning in common language. Id. When the language of a statute is plain and
unambiguous, there is no need to resort to the rules of statutory construction. Id. A statute
is ambiguous only where it is open to two or more constructions, or where it is of such
obscure or doubtful meaning that reasonable minds might disagree or be uncertain as to its
meaning. Id. When a statute is clear, however, it is given its plain meaning, and we will not
search for legislative intent; rather, that intent must be gathered from the plain meaning of
the language used. Id. We are very hesitant to interpret a legislative act in a manner contrary
to its express language, unless it is clear that a drafting error or omission has circumvented
legislative intent. Id.
Pursuant to these rules, we hold that the statute at issue here is plain and unambiguous
and, therefore, must be construed in accordance with its plain meaning. When its words are
given their ordinary and usually accepted meaning, the statute is open to only one
construction. We can find no reason to believe that a drafting error or omission has
circumvented the obvious legislative intent, and Rylwell and Pulaski Lands have not pointed
us to one. The intent inherent in this statute is clear: to protect the State’s property, and
property in which the State has an interest, from conveyance by tax sale. Because we find
the statute to be plain and unambiguous, we need not address the legislativeintent argument
propounded by Rylwell and Pulaski Lands.
Rylwell and Pulaski Lands nonetheless argue that the plainmeaning version of Ark.
Code Ann. § 225402 is illogical. They point out that the Commissioner is in total control
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of Stateowned property and that every piece of property that is certified to the
Commissioner due to the nonpayment of taxes becomes the property of the State. Thus, they
argue, under the plain meaning of Ark. Code Ann. § 225402, the Commissioner would
never be permitted to transfer property via a tax title because such a transfer would always
be in conflict with the State’s interest. This argument is flawed in two ways. First, the
statute giving control of State lands to the Commissioner contemplates caveats provided in
other code provisions: “The landed interests of this state shall be controlled by the
Commissioner of State Lands, and he or she shall dispose of them as provided by law.” Ark.
Code Ann. § 225206 (Repl. 2004) (emphasis added). This statute clearly subjects the
action of the Commissioner to the requirements of other laws, such as Ark. Code Ann. § 22
5402. Second, Rylwell and Pulaski Lands are incorrect in their contention that the plain
meaning of Ark. Code Ann. § 225402 prohibits the Commissioner from issuing any tax
titles whatsoever. The statute does not prevent the Commissioner from executing tax titles
in favor of private individuals, as was done in the instant case, as long as any interest
belonging to the State remains unaffected. The purchaser at the tax sale must take subject
to any prior interests in the property claimed by the State. Thereby, the statute is not
violated, because there is no conflict with the State’s interest.
We also find unavailing the argument of Rylwell and Pulaski Lands that the statute
cannot apply to tax titles conveyed by the Commissioner. We note that the statute contains
no express or implied exception for titles conveyed by the Commissioner. The statute clearly
refers to all tax titles. Furthermore, the Commissioner conveys all tax titles, pursuant to Ark.
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Code Ann. § 2637101: “All lands upon which the taxes have not been paid for one (1) year
following the date the taxes were due, October 10, shall be forfeited to the State of Arkansas
and transmitted by certification to the Commissioner of State Lands for collection or sale.”
Ark. Code Ann. § 2637101(a)(1). The statute further states that, “Upon receipt of
certification, title to the taxdelinquent lands shall vest in the State of Arkansas in care of the
Commissioner of State Lands.” Ark. Code Ann. § 2637101(c). If Ark. Code Ann. § 225
402 does not apply to tax titles conveyed by the Commissioner, then it does not apply to any
tax titles at all, rendering the statute meaningless. We construe statutes so that no word is
left void, superfluous, or insignificant, and we give meaning to every word in the statute, if
possible. Weiss v. Maples, 369 Ark. 282, ___ S.W.3d ___ (2007). To construe a statute that,
by its plain meaning, refers to all tax titles as one that essentially applies to no tax titles
would contravene our rules of statutory interpretation.
Rylwell and Pulaski Lands cite us to the concurring opinion in Cracraft v. Meyer, 76
Ark. 450, 88 S.W. 1027 (1905), for the proposition that Ark. Code Ann. § 225402 has no
application to titles conveyed by the Commissioner. Cracraft involved property acquired by
deed from the Commissioner, and the appellant, in an attempt to nullify the deed, relied upon
the predecessor to Ark. Code Ann. § 225402. Id. The opinion stated that the statute was
inapplicable, as it did not contain a reference to titles conveyed by the Commissioner. Id.
Rylwell and Pulaski Lands construe this statement to mean that Ark. Code Ann. § 225402
can never apply when a tax title is conveyed by the Commissioner; however, they have
mischaracterized the meaning of the statement by truncating it. The opinion went on to say
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the following: “It [the statute] had no reference whatever to titles conveyed by the State
Land Commissioner, or, if so, it is only the interest of the state in the land that can be
affected by it. The state has parted with all her interest in this land. At least she is not here
attempting to assert any interest.” Id. at 460, 88 S.W. at 1030. Cracraft involved a suit
between two private individuals who had each obtained deeds from the Commissioner to the
same piece of property. Id. The State was not involved in any way and asserted no interest
in the property. Id. Therefore, Cracraft does not, as Rylwell and Pulaski Lands suggest,
stand for the proposition that Ark. Code Ann. § 225402 does not apply to titles conveyed
by the Commissioner. Rather, it stands for the proposition that the statute does not apply
when the State is not asserting an interest in the property. Thus, Cracraft is distinguishable
from the case at bar and has no applicability here.
Rylwell and Pulaski Lands further suggest that Ark. Code Ann. § 225402 does not
apply because the Commissioner gave proper notice of the pending tax sale to all owners and
interested parties, including ADFA. However, ADFA is correct in noting that the
applicability of the statute does not in any way depend on whether proper notice was given.
There is no mention of notice or any other procedure in the plain language of the statute.
Section 225402 does not condition its applicability on whether notice was defective.
Moreover, tax titles obtained through procedurally deficient tax sales are voidable regardless
of whether Ark. Code Ann. § 225402 applies. See Mays v. St. Pat Props., L.L.C., 357 Ark.
482, 182 S.W.3d 84 (2004). Section 225402 would be meaningless if it applied only to
procedurally deficient tax sales, because such sales are already voidable.
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Finally, Rylwell and Pulaski Lands offer two bases for contending that, even assuming
that Ark. Code Ann. § 225402 applies to tax titles issued by the Commissioner, it does not
apply to the facts of the instant case. First, they argue that the State does not have an interest
in the property at issue, because ADFA is independent of the State, pursuant to Ark. Code
Ann. § 155201 (Repl. 2003). Section 155201 refers to ADFA as “a public body politic
and corporate, with corporate succession, to be an independent instrumentality exercising
essential public functions[.]” Ark. Code Ann. § 155201. We disagree with the assertion
of Rylwell and Pulaski Lands that ADFA is not a state agency, and we emphasize that the
parties stipulated to the fact that ADFA is a state agency.
Rylwell and Pulaski Lands also contend that the State has no interest in the property
at issue because a suit to quiet title in State property can only be commenced by the Attorney
General or an assistant attorney appointed by the Governor, pursuant to Ark. Code Ann. §
225401 (Repl. 2004). We note that Ark. Code Ann. § 225401 indicates it is the duty of
the Attorney General or an assistant attorney appointed by the Governor to bring such a suit,
but the statute does not prohibit other attorneys from doing so. Ark. Code Ann. § 225
401(a). The record in the instant case includes a letter from an assistant attorney general to
ADFA’s general counsel indicating that inhouse counsel or approved outside counsel should
pursue the case, because an action to quiet title could possibly include the Commissioner of
State Lands as a party, thus causing a conflictofinterest situation for the Office of the
Attorney General. In any event, Ark. Code Ann. § 225401 applies only in cases where the
State’s interest in the subject property does not appear in the records of the Commissioner
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of State Lands. Ark. Code Ann. § 225401(a). There is no indication that such is the case
here.
In accordance with Ark. Code Ann. § 225402, the limited warranty deeds issued to
Rylwell were void as against ADFA’s mortgage lien on the property. Thus, the circuit court
was correct in its ruling that the property interests of Rylwell and Pulaski Lands were inferior
to that of the State.
Affirmed.
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