[Cite as Hilliard City Schools Bd. of Edn. v. Franklin Cty. Bd. of Revision, 139 Ohio St.3d 1,
2014-Ohio-853.]




         HILLIARD CITY SCHOOLS BOARD OF EDUCATION, APPELLEE, v.
           FRANKLIN COUNTY BOARD OF REVISION ET AL., APPELLEES;
                            U-STORE-IT, L.P., APPELLANT.
     SOUTH-WESTERN CITY SCHOOLS BOARD OF EDUCATION, APPELLEE, v.
           FRANKLIN COUNTY BOARD OF REVISION ET AL., APPELLEES;
                            U-STORE-IT, L.P., APPELLANT.
   [Cite as Hilliard City Schools Bd. of Edn. v. Franklin Cty. Bd. of Revision,
                          139 Ohio St.3d 1, 2014-Ohio-853.]
Taxation—Arm’s-length sale—Sale price is presumed to establish value—
        Related-party disclosure negates arm’s-length character of a sale only if it
        demonstrates that the buyer and seller are aligned in a way that makes
        their motivations atypical of the market.
    (Nos. 2012-1015 and 2012-1016—Submitted October 22, 2013—Decided
                                     March 11, 2014.)
            APPEALS from the Board of Tax Appeals, Nos. 2009-A-1069,
                            2009-A-1070, and 2009-A-1071.
                                ____________________
        Per Curiam.
        {¶ 1} In these appeals, the owner of several self-storage facilities in
Franklin County contests the decision of the Board of Tax Appeals (“BTA”),
which adopted the 2006 sale prices as the value of those properties for the 2006
tax year. All the properties at issue were acquired by U-Store-It, L.P., in a bulk
purchase in 2006. U-Store-It raises the primary contention that the 2006 sale
involved related parties and therefore could not qualify as an arm’s-length
transaction for purposes of valuing the properties. U-Store-It also contends that
the sale prices cannot be used because they include consideration paid for
personal property as well as real property.
                                  SUPREME COURT OF OHIO




         {¶ 2} We hold that because the record contained affirmative evidence
supporting the use of the stated sale prices as the value of the properties for tax-
year 2006, and because U-Store-It failed to substantiate its claim that the sale
prices should be allocated between real and personal property, the BTA did not
act unreasonably or unlawfully in adopting the 2006 sale prices. We therefore
affirm the decision of the BTA.
                                              Facts
         {¶ 3} We confront two appeals from two BTA decisions. Case No. 2012-
1015 addresses the 2006 tax-year value of one self-storage facility located in the
Hilliard City School District; case No. 2012-1016 addresses the 2006 tax-year
value of two such facilities located in the South-Western City School District.1
All three self-storage facilities were acquired by U-Store-It in the same
transaction, and the issue of their value turns on the resolution of the same legal
and factual questions. The appeals were consolidated for argument before the
master commissioner, and we now dispose of them with a single decision.
A. The properties at issue were all sold to Jernigan Property Group in 2005,
                      then sold by Jernigan to U-Store-It in 2006
         {¶ 4} Twice in a little over a year, the properties at issue were transferred.
The first sale occurred in April 2005, in which Jernigan Property Group
purchased several facilities; the second sale occurred in August 2006, in which
Jernigan Property Group sold nine properties to U-Store-It for more than $44
million. Both times, the sale contracts separately set forth the consideration for
each property, and the 2006 sale prices as allocated by the contract were reported
as the sale price on the conveyance-fee statements.



1. The BTA specifically found that the 2006 value should be carried forward to tax-years 2007 and
2008 as to all of the properties at issue. U-Store-It does not separately challenge the carry-forward
apart from contesting the use of the sale prices for the 2006 tax year. Accordingly, our affirmance
of the BTA’s disposition for tax-year 2006 extends to 2007 and 2008 as well.




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                                     January Term, 2014




         {¶ 5} The Hilliard City Schools Board of Education and the South-
Western City Schools Board of Education (“school boards” or “school board”)
filed complaints in relation to the properties located in their respective districts.
Another self-storage facility that was part of the 2006 sale is located in the
Reynoldsburg City School District, and the BTA’s decision in that case was also
appealed to this court. That case has settled, however. 134 Ohio St.3d 1477,
2013-Ohio-770, 984 N.E.2d 22.              Nevertheless, the record of that case was
incorporated into the records of the cases before us, and we will consult the
evidence in that record in reviewing the BTA’s decisions.
         {¶ 6} The school boards’ complaints asked that the 2006 sale prices be
applied to the individual properties for the 2006 tax year. The Franklin County
Board of Revision (“BOR”) determined that the 2006 sale did not qualify as an
arm’s-length transaction and therefore adopted the 2005 sale prices for tax-year
2006 instead. The BTA reversed and adopted the 2006 sale prices as the 2006
property values.
         {¶ 7} Below is a chart showing the values assigned to the properties at
issue here for tax-year 2006, in these proceedings:
 Supreme Address    School                    Auditor   BOR value               BTA value
 Court              District                            (2005 sale              (2006 sale
 Case No.                                               price)                  price)
 2012-    5252 Nike Hilliard                  3,500,000 4,298,500               4,700,0002
 1015     Road

 2012-         5411 W.        South-          2,760,00       2,715,000          4,350,000
 1016          Broad          Western

 2012-         3300      South-               3,500,000 4,483,500               6,200,000
 1016          Southwest Western
               Blvd.

2. With respect to the BTA’s 2006 value for the Nike Road property, the contract quoted $4.8
million as the sale price, but the conveyance-fee statement quoted $4.7 million as the sale price.
The BTA adopted the latter as the value of the property.




                                                3
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                          B. What the evidence shows
      1. Evidence pertaining to the arm’s-length character of the 2006 sale
       {¶ 8} At the November 26, 2007 BOR hearings, U-Store-It’s counsel
introduced both testimony and documents. The documents included the purchase
agreements for the 2005 sale to Jernigan Property Group and the 2006 sale by
Jernigan Property Group to U-Store-It, along with closing statements and a copy
of a Form 10-Q filed by U-Store-It.
       {¶ 9} The Form 10-Q, a filing with the Securities and Exchange
Commission (“SEC”) required of U-Store-It Trust as a publicly traded entity
listed on the New York Stock Exchange, disclosed that the 2006 sale was in a
certain respect a “related-party” transaction. The disclosure points out that the
sale contract was entered into between Jernigan Property Group as seller and U-
Store-It as buyer on April 3, 2006. Dean Jernigan, who was president of Jernigan
Property Group and held “a 20% beneficial interest in one self-storage facility
partially owned by Jernigan Property Group and related companies and
partnerships,” was appointed president and chief executive officer (“CEO”) of U-
Store-It Trust on April 24, 2006. The transaction “was subject to review and final
approval by a majority of the independent members of the Company’s Board of
Trustees.”   The 10-Q further noted that “Mr. Jernigan has discontinued all
involvement in the day-to-day management or operation of the Jernigan Property
Group.”
       {¶ 10} U-Store-It relies on the Form 10-Q as establishing that the 2006
sale was not at arm’s length, because it was a related-party transaction for SEC
reporting purposes.
       {¶ 11} Kathleen Weigand, executive vice-president, general counsel, and
secretary of U-Store-It Trust, testified. She reiterated the points made in the 10-Q
and emphasized the importance of a noncompete clause in the 2006 sale
agreement, to which Jernigan personally was made a party.




                                         4
                                January Term, 2014




       {¶ 12} In her testimony, Weigand fleshed out the disclosure of the related-
party transaction. Weigand added that Jernigan “had an interest” in the Jernigan
Property Group, L.L.C. But notable by its absence is any testimony—or any
statement in the Form 10-Q itself—that (1) Jernigan had previously owned or
acquired an interest in U-Store-It Trust or that (2) Jernigan Property Group and U-
Store-It were in any other respect under common ownership.
                 2. Evidence relating to the value of the properties
       {¶ 13} Weigand also testified that in conjunction with the 2006 purchase,
U-Store-It did not commission outside appraisals, but did perform underwriting
in-house, “placing a value on the properties based on net operating income,”
including developing a cap rate and taking into account vacancy loss and cash
flow from rents. This in-house underwriting was the basis for the per-property
allocated purchase price for each parcel set forth in the 2006 sale.
       {¶ 14} Weigand’s testimony describes, in essence, an income approach,
performed by U-Store-It itself, from which the sale prices for the individual
properties were developed. That process also helped persuade the independent
trustees of U-Store-It Trust that the deal was fair in the context of Dean Jernigan
profiting from the trust’s purchase while contemporaneously being hired as the
trust’s new CEO.
       {¶ 15} U-Store-It has also advanced an argument that the sale prices of the
facilities at issue include personal property as well as realty. The 2006 sale refers
to tangible personal property to be conveyed along with the realty. Attached to
the 2006 sale contract is a bill of sale for the personal property, with an extensive
list of personalty appended. But the bill of sale contains no indication of the cost
or value of any individual items of personal property, nor does the sale contract
elsewhere set forth an allocation to personalty. The same can be said of the other
separately identified item of personal property: the intangible covenant not to
compete.



                                          5
                             SUPREME COURT OF OHIO




                  C. Determinations by the BOR and the BTA
        {¶ 16} On May 4, 2009, in the Reynoldsburg case, the BOR eliminated the
2006 sale as an arm’s-length transaction. Accordingly, the BOR ordered that the
2005 sale prices be adopted as the value of the properties for tax-years 2005 and
2006.
        {¶ 17} In the present cases, which involve the properties in the Hilliard
and South-Western school districts, the record contains no deliberation of the
BOR, but the determinations issued likewise adopted the 2005 sale prices for tax-
year 2006.
        {¶ 18} The school boards appealed to the BTA, advocating adoption of the
2006 sale prices. The BTA issued its decisions in these cases on May 15, 2012.
The decision in the South-Western City Schools’ case was the lead decision, and
the decision in the Hilliard City Schools’ case adopted the reasoning of the lead
decision.
        {¶ 19} The BTA presumed the validity of the 2006 sale price for the value
of the properties for tax-year 2006. South-Western City Schools Bd. of Edn. v.
Franklin Cty. Bd. of Revision, BTA Nos. 2009-A-1070 and 2009-A-1071, 2012
WL 1869990, *3 (May 15, 2012). The BTA summarized U-Store-It’s objections
as follows: “[T]he sale in question does not qualify as an arm’s-length transaction
because it was a bulk sale with allocated prices among many properties between
related parties and the sale included items other than real property.” Id.
        {¶ 20} With respect to the bulk-sale allocation issues, the BTA relied on
FirstCal Indus. 2 Acquisitions, L.L.C. v. Franklin Cty. Bd. of Revision, 125 Ohio
St.3d 485, 2010-Ohio-1921, 929 N.E.2d 426, to conclude that U-Store-It bore the
burden to show that the sale prices reported on the conveyance-fee statements did
not reflect true value.    South-Western City Schools Bd. of Edn., 2012 WL
1869990, at *3-4. According to the BTA, “[t]he property owner has provided no
evidence or testimony with regard to the subject sale to demonstrate why the sale




                                          6
                                January Term, 2014




prices, as allocated to each property and set forth on the subject conveyance fee
statements, are not reflective of the subjects’ true values.” Id., *4. With respect
to the nonrealty items in the sale, the BTA found that nothing in the record
indicated that “the allocated bulk sale price was not indicative of market value”
and concluded that “the price paid by the property owner for the subject
properties represents the true value of the properties for tax year 2006.” Id., *6.
        {¶ 21} With respect to the related-party issue, the BTA found that
Jernigan’s “relationship to the seller was limited in scope, constituting a minimal
interest in one of the nine storage facilities purchased.” Id., *5. Also significant
were the facts that “the sales contract in question was entered into on April 3,
2006, prior to Mr. Jernigan beginning his tenure with the buyer on April 24,
2006” and that “the sale transaction was reviewed and approved by a majority of
the independent members of the buyer’s board of trustees.” Id. Given these
circumstances, the BTA found that Jernigan’s role did not “compromise[ ] the
arm’s-length nature of the sale transaction under consideration.” Id. Additionally,
the BTA noted that there was no dispute that the 2006 sale was closer to the lien
date than the 2005 sale.
        {¶ 22} Accordingly, the BTA reversed the BOR’s decision and adopted
the 2006 sale prices as the value of the properties for tax-years 2006, 2007, and
2008.
                                      Analysis
          A. The BTA’s explicit findings may be reviewed on appeal
        {¶ 23} The school boards argue that U-Store-It has waived all of the
arguments it advances in these appeals, because U-Store-It’s brief at the BTA
consisted of a single paragraph that did not advance specific arguments. Despite
the brevity of U-Store-It’s submission at the BTA, the BTA considered the issues
raised before the BOR: whether the aggregate sale price was properly allocated
among the real estate parcels; whether the sale, as a “related-party transaction,”



                                          7
                             SUPREME COURT OF OHIO




qualified as an arm’s-length transaction under R.C. 5713.03; and whether the sale
price would have to be allocated among real-estate and nonrealty assets in the
sale. On appeal, U-Store-It’s briefs challenge the BTA decisions on these points.
         {¶ 24} We conclude that the doctrine of waiver is inapplicable. Because
the BTA explicitly addressed and resolved the issues raised in U-Store-It’s
propositions of law, those propositions are properly before this court.
         {¶ 25} The case the school board relies on, The Chapel v. Testa, 129 Ohio
St.3d 21, 2011-Ohio-545, 950 N.E.2d 142, differs in precisely this respect from
the present case. In that case, the BTA made no mention of the timing issue
raised by the tax commissioner on appeal to this court. That the BTA failed to
address the issue was not surprising: the commissioner had not raised the issue
below.
         {¶ 26} By stark contrast, these appeals contest actual findings of the BTA.
We have jurisdiction under R.C. 5717.04 to review the BTA decisions in light of
the “errors complained of” in the BTA decision, and we will proceed to exercise
that jurisdiction under these circumstances.
             B. The record supports rather than rebuts the adoption
                      of the stated prices as property values
         {¶ 27} The BTA relied on case law to place the burden on U-Store-It to
show that the amounts reported on the conveyance-fee statements as consideration
for the realty did not equate to the value of the property. Both with respect to the
arm’s-length-transaction issue and the allocation issues, that was correct.
         {¶ 28} Typically, a board of education makes a prima facie showing of
value by presenting the conveyance-fee statement showing the sale and the price.
See Worthington City Schools Bd. of Edn. v. Franklin Cty. Bd. of Revision, 124
Ohio St.3d 27, 2009-Ohio-5932, 918 N.E.2d 972, ¶ 28-29 (when a school board
has presented a deed and a conveyance-fee statement, rebuttal of the sale price
“ ‘lies in challenging whether the elements of recency and arm’s-length character




                                          8
                                      January Term, 2014




between a willing seller and a willing buyer are genuinely present for that
particular sale’ ”), quoting Cummins Property Servs., L.L.C. v. Franklin Cty. Bd.
of Revision, 117 Ohio St.3d 516, 2008-Ohio-1473, 885 N.E.2d 222, ¶ 13.
Moreover, this court has held that when a sale price has been reported on the
conveyance-fee statement, the party opposing the use of that price typically bears
the burden of showing that the reported price is not the proper value. FirstCal,
125 Ohio St.3d 485, 2010-Ohio-1921, 929 N.E.2d 426, ¶ 25.
         {¶ 29} U-Store-It maintains that it succeeded in rebutting the 2006 sale
prices by showing that (1) the 2006 sale was a related-party transaction, thereby
failing to qualify as an arm’s-length transaction, and (2) the sale included personal
property as well as real property, without allocating a value between the different
kinds of property. We now examine these contentions in detail.
              1. The related-party disclosure in Form 10-Q did not rebut
                the propriety of using the sale prices as property values
         {¶ 30} U-Store-It claims that the 2006 sale prices cannot be used to value
the properties because that year’s sale was not at arm’s length.3 To determine the
validity of this contention, it is essential to explain why a relationship of the
parties may prevent a sale from indicating the market value of the property.
         {¶ 31} Both the appraisal literature and the case law define “market value”
in part in terms of whether the buyer and the seller act as “typically motivated
market participants” who are acting “in their own self-interest.”                         See, e.g.,
Internatl. Assn. of Assessing Officers, Property Assessment Valuation 17-19 (2d
Ed.1996) (quoting the Uniform Standards of Professional Appraisal Practice
definition that calls for a buyer and a seller to be “typically motivated” and to be



3. In U-Store-It’s view, the related-party disclosure is dispositive and establishes that the 2006 sale
prices cannot establish the property values. A weak form of this argument might contend merely
that a burden should be placed on the school board to show that the sale prices ought to be used.
But because the record furnishes an affirmative basis for adopting the sale prices as the property




                                                  9
                                SUPREME COURT OF OHIO




“acting in what they consider their best interests,” id. at 18); American Institute of
Real Estate Appraisers (now the Appraisal Institute), The Dictionary of Real
Estate Appraisal 194-195 (1984) (definition of “market value” calling for the
buyer and seller to be “motivated by self-interest”); Appraisal Institute, The
Appraisal of Real Estate 22-25 (13th Ed.2008) (quoting various definitions of
market value to the same effect); N. Royalton City School Dist. Bd. of Edn. v.
Cuyahoga Cty. Bd. of Revision, 129 Ohio St.3d 172, 2011-Ohio-3092, 950 N.E.2d
955, ¶ 33 (“one primary characteristic of an arm’s-length sale is that the parties
act in their own self-interest”); AEI Net Lease Income & Growth Fund v. Erie Cty.
Bd. of Revision, 119 Ohio St.3d 563, 2008-Ohio-5203, 895 N.E.2d 830, ¶ 25 (a
“typically motivated” transaction is one in which the buyer and seller are pursuing
their own financial interests), citing Cummins Property Servs., L.L.C. v. Franklin
Cty. Bd. of Revision, 117 Ohio St.3d 516, 2008-Ohio-1473, 885 N.E.2d 222, ¶ 31,
and Rhodes v. Hamilton Cty. Bd. of Revision, 117 Ohio St.3d 532, 2008-Ohio-
1595, 885 N.E.2d 236, ¶ 10. It follows that the inquiry into whether “the parties
to a sale are related bears on whether they are self-interested for purposes of R.C.
5713.03.” N. Royalton, ¶ 33.
        {¶ 32} In N. Royalton, we further explained that the related-party inquiry
is important “because related parties may be pursuing the identical interest of
common owners rather than acting as separately interested, typically motivated
actors in the marketplace.” Id.
        {¶ 33} The classic related-party situation arises when the interests of the
seller and the buyer are aligned (atypically for the market) by their being under
common ownership. For example, in Shiloh Automotive, Inc. v. Levin, 117 Ohio
St.3d 4, 2008-Ohio-68, 881 N.E.2d 227, a sale was arranged between MTD
Products, Inc., as the seller and Shiloh Industries, Inc., as the purchaser. MTD

values, we need not decide and do not reach the question whether U-Store-It’s referring to the
Form 10-Q placed a burden of going forward on the school board.




                                             10
                                  January Term, 2014




owned a 37 percent interest in Shiloh at the outset; during the negotiation of the
contract, MTD increased its ownership in Shiloh to majority status: the seller thus
owned 51 percent of the buyer. Id. at ¶ 8-9. We affirmed the BTA’s conclusion
that the sale could not be regarded as an arm’s-length transaction that furnished
the value of the personal-property assets, because of the “collective, mutual
interests” of the parties. Id. at ¶ 30.
        {¶ 34} We have acknowledged that another type of relationship between
the parties may defeat the arm’s-length character of the sale. If the sale of
property constitutes one element of a larger contractual relationship, the existence
of those other contractual provisions may create motivations for the seller and the
buyer that are atypical of the market as a whole. See Cummins, 117 Ohio St.3d
516, 2008-Ohio-1473, 885 N.E.2d 222, ¶ 30, fn. 4; S. Euclid/Lyndhurst Bd. of
Edn. v. Cuyahoga Cty. Bd. of Revision, 74 Ohio St.3d 314, 317, 658 N.E.2d 750
(1996) (in a sale-leaseback situation, “a willing buyer would pay less for property
if the leaseback arrangement limited the amount of rent the buyer could collect”).
        {¶ 35} Because it does not establish an alignment of interest or other
motivations atypical of the market, U-Store-It’s statement in the Form 10-Q that
the parties are related fails to rebut the presumptive arm’s-length character of the
2006 sale.
        {¶ 36} The disclosure in the Form 10-Q does not intimate any common
ownership of Jernigan Property Group and U-Store-It. To be sure, the disclosure
does state that Jernigan personally had an ownership interest in one of the
properties transferred, but there is no indication that Jernigan owned a share of U-
Store-It as of the time of sale, or that the seller and buyer were otherwise under
common ownership.
        {¶ 37} Moreover, the Form 10-Q disclosure shows that in spite of Jernigan
being hired by U-Store-It in conjunction with the sale, he did not exercise control
over the sale itself. First, the contract was signed on April 3, before Jernigan



                                          11
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assumed his position with the buyer on April 24. Second, the sale was approved
by the independent trustees of U-Store-It.        Thus, even as the Form 10-Q
disclosure raises concerns about common ownership, it dispels them.
       {¶ 38} U-Store-It refers to Financial Accounting Standards (“FAS”) No.
57, Related Party Disclosures, created by the Financial Accounting Foundation, as
well as to a publication of the American Institute of Certified Public Accountants
that discusses FAS No. 57 to support its argument. U-Store-It argues that the very
fact that a related-party disclosure is required under accounting principles means
that the sale cannot be regarded as presumptively arm’s length for tax valuation
purposes. But a review of the accounting standard shows that that conclusion is
not justified. The accounting standard states that “[t]ransactions involving related
parties cannot be presumed to be carried out on an arm’s-length basis,” because
“free-market dealings may not exist.” (Emphasis added.) But the standard also
acknowledges that particular circumstances may be shown that substantiate the
arm’s-length character of the transaction. Accordingly, FAS No. 57 does not,
contrary to U-Store-It’s assertions, establish that a related-party transaction is
necessarily one that is not at arm’s length.
       {¶ 39} The accounting standards call for disclosure in order to put
investors on notice of circumstances material to evaluating the sale and to permit
further inquiry into those circumstances.       But it is not the requirement of
disclosure that disqualifies a sale as arm’s length; rather, it is the content of that
disclosure. A related-party disclosure negates the arm’s-length character of the
sale if and only if it demonstrates that the interests of the seller and the buyer are
aligned in a way that makes their motivations atypical of the market in general.
Because in this case the Form 10-Q disclosure did not unequivocally establish an
alignment of interests between Jernigan Property Group and U-Store-It, and
because Weigand’s testimony furnished an affirmative basis for relying on the




                                          12
                               January Term, 2014




allocated sale prices, the BTA could reasonably and lawfully decide to adopt the
2006 prices as the property values.
 2. U-Store-It failed to demonstrate that the sale prices were misallocated or that
     they included amounts attributable to the purchase of personal property
       {¶ 40} U-Store-It’s second proposition of law states that the BTA decision
is unreasonable and unlawful because the board made “no inquiry as to [the] basis
for the allocation of the purchase price.” We disagree.
       {¶ 41} The BTA adopted sale prices that were fully allocated under the
sale contract and reported as the consideration for the realty on the conveyance-
fee statements.   Under FirstCal, 125 Ohio St.3d 485, 2010-Ohio-1921, 929
N.E.2d 426, ¶ 22-25, the burden lay squarely on U-Store-It to prove an allocation
that would reduce the value of the property. See also Bedford Bd. of Edn. v.
Cuyahoga Cty. Bd. of Revision, 132 Ohio St.3d 371, 2012-Ohio-2844, 972 N.E.2d
559, ¶ 22. U-Store-It did not discharge that burden.
       {¶ 42} As for reallocation of the total sale price among the parcels,
Weigand’s testimony strongly contravened the theory that the reported sale prices
were misallocated. As for an allocation of part of the total sale price to personal
property, U-Store-It’s burden was to present “corroborating indicia” in support of
such an allocation. Sapina v. Cuyahoga Cty. Bd. of Revision, 136 Ohio St.3d 188,
2013-Ohio-3028, 992 N.E.2d 1117, ¶ 18. If the in-house underwriting at U-Store-
It took the value of personal property into account, that fact should have become
clear through U-Store-It’s evidence. But the testimony offered by U-Store-It did
not indicate that the sale prices separately took personal-property value into
account.
       {¶ 43} U-Store-It relies on the bare fact that a considerable amount of
tangible personal property, plus the intangible asset of the noncompete clause,
transferred along with the real estate. But it was not unreasonable on this record
for the BTA to conclude that in the context of an aggregate $44 million purchase



                                        13
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of self-storage facilities, the parties did not contemplate attaching any separate
value to the personal property.
        {¶ 44} U-Store-It cites Consol. Aluminum Corp. v. Monroe Cty. Bd. of
Revision, 66 Ohio St.2d 410, 423 N.E.2d 75 (1981), for the proposition that the
BTA had a duty to inquire into the allocation of the sale prices. That citation is
unavailing, because the evidence in the present case, unlike the record in Consol.
Aluminum, affirmatively shows the propriety of allocating the entire sale price to
the realty.
        {¶ 45} Moreover, Consol. Aluminum involved a purchase of an entire
aluminum division, consisting of realty and personalty used in a manufacturing
business. By contrast, self-storage is a real-estate business: it involves leasing
the use of real property, much as apartment buildings and hotels do. It follows
that the income approach performed by U-Store-It’s in-house underwriting likely
arrived at a figure reflecting an overwhelming predominance of real-property
value. See St. Bernard Self-Storage, 115 Ohio St.3d 365, 2007-Ohio-5249, 875
N.E.2d 85, ¶ 24 (“The income generated by that [self-storage] business derives
from St. Bernard’s granting the right to use space, either outdoors or within the
buildings,” and therefore “[a]s a matter of pure logic, rent revenue relates to such
rights and privileges [appertaining to the land and improvements]”), and Dublin
Senior Community Ltd. Partnership v. Franklin Cty. Bd. of Revision, 80 Ohio
St.3d 455, 460, 687 N.E.2d 426 (1997) (in a senior living facility, rent for an
apartment could properly be taken into account when valuing realty, as opposed
to charges for food service and housekeeping, which constituted nonrealty
business revenue); compare LTC Properties, Inc. v. Licking Cty. Bd. of Revision,
133 Ohio St.3d 111, 2012-Ohio-3930, 976 N.E.2d 852, ¶ 20-22 (noting that under
the income approach to valuing congregate care facilities, the income earned by a
comparable facility was too closely tied to operating the business of eldercare to
be indicative of the value of the real property); accord Hilliard City Schools Bd.




                                        14
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of Edn. v. Franklin Cty. Bd. of Revision, 128 Ohio St.3d 565, 2011-Ohio-2258,
949 N.E.2d 1, ¶ 33 (because most of the income earned by a hotel was from the
rental of space, the court rejected an allocation to goodwill as an asset separable
from the realty).
                3. The BTA’s determination of value was supported
                         by reliable and probative evidence
       {¶ 46} Ultimately, U-Store-It’s arguments fail because the record in this
case affirmatively establishes a basis for relying on the 2006 sale prices as the
value of the realty. Namely, the underwriting performed by U-Store-It “plac[ed] a
value on the properties based on net operating income”: the staff developed a
capitalization rate and took into account vacancy loss and cash flow from rents.
In this manner, the staff determined what a reasonable investor would pay for the
properties in order to obtain the income that the properties generate. That in-
house valuation was the basis for the purchase prices allocated for each parcel set
forth in the 2006 sale contract.
       {¶ 47} We will accept a contractual allocation of sale price to individual
properties when “other indicia on the face of the contract, the circumstances
attending the allocation, or some other independent evidence establishes the
propriety of the allocation.” St. Bernard Self-Storage, L.L.C. v. Hamilton Cty. Bd.
of Revision, 115 Ohio St.3d 365, 2007-Ohio-5249, 875 N.E.2d 85, ¶ 19.
Weigand’s testimony in the context of the present case furnishes specific
“circumstances attending the allocation”: the sale prices in the contract resulted
from an income-approach valuation of the properties at issue conducted in-house
by the purchaser. That testimony thereby furnishes direct support for the BTA’s
decision to adopt the sale prices as the value of the individual properties.
       {¶ 48} As we have often acknowledged, “ ‘[t]he fair market value of
property for tax purposes is a question of fact, the determination of which is
primarily within the province of the taxing authorities, and this court will not



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disturb a decision of the Board of Tax Appeals unless it affirmatively appears
from the record that such decision is unreasonable or unlawful.’ ” EOP-BP
Tower, L.L.C. v. Cuyahoga Cty. Bd. of Revision, 106 Ohio St.3d 1, 2005-Ohio-
3096, 829 N.E.2d 686, ¶ 17, quoting Cuyahoga Cty. Bd. of Revision v. Fodor, 15
Ohio St.2d 52, 239 N.E.2d 25 (1968), syllabus.         In light of the foregoing
discussion, it cannot be said that the record lacks support for the BTA’s
conclusion, much less that there is “a total absence of evidence to support” its
findings. See HealthSouth Corp. v. Testa, 132 Ohio St.3d 55, 2012-Ohio-1871,
969 N.E.2d 232, ¶ 14. Accordingly, because “ ‘the record contains reliable and
probative support’ ” for the BTA’s decision, we will affirm it. Satullo v. Wilkins,
111 Ohio St.3d 399, 2006-Ohio-5856, 856 N.E.2d 954, ¶ 14, quoting Am. Natl.
Can Co. v. Tracy, 72 Ohio St.3d 150, 152, 648 N.E.2d 483 (1995).
                                   Conclusion
       {¶ 49} For the foregoing reasons, we conclude that the BTA acted
reasonably and lawfully in adopting the 2006 sale prices as the value of the
properties at issue. We therefore affirm the decisions of the BTA.
                                                               Decisions affirmed.
       O’CONNOR, C.J., and PFEIFER, LANZINGER, KENNEDY, FRENCH, and
O’NEILL, JJ., concur.
       O’DONNELL, J., dissents and would reverse the decisions of the BTA.
                            ____________________
       Rich & Gillis Law Group, L.L.C., Kelley A. Gorry, Mark H. Gillis, and
Jeffrey H. Rich, for appellees Hilliard City Schools Board of Education and
South-Western City Schools Board of Education.
       Sleggs, Danzinger & Gill Co., L.P.A., Steven R. Gill, and Todd W.
Sleggs, for appellant.
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