1
STATE OF MINNESOTA

IN SUPREME COURT

A19-0886

Tax Court Lillehaug, J.
Concurring in part, dissenting in part, Chutich,
Avis Budget Car Rental LLC, Anderson, Thissen, JJ.

Relator,

vs. Filed: January 15, 2020
Office of Appellate Courts
County of Hennepin,

Respondent.

________________________

Gary A. Van Cleve, Timothy A. Rye, Larkin Hoffman Daly & Lindgren Ltd., Minneapolis,
Minnesota, for relator.
Michael O. Freeman, Hennepin County Attorney, Sara L . Bruggeman, Assistant County
Attorney, Minneapolis, Minnesota, for respondent.
_____________________________
S Y L L A B U S
1. Concession fees paid for the use of airport property are subject to the
mandatory-disclosure requirements of Minn. Stat. § 278.05, subd. 6 (2018).
2. Minnesota Statutes § 278.05, subd. 6(a), requires that the mandatory
disclosures be made by the petitioner, not by a third party.
Affirmed.

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O P I N I O N
LILLEHAUG, Justice.

In this appeal from the Minnesota Tax Court, we consider whether the tax court
erred in dismissing Avis Budget Car Rental’s property tax petition for failure to disclose
certain concession fee information as required by Minn. Stat. § 278.05, subd. 6 (2018). We
conclude that it did not, and thus affirm.
FACTS

The facts of this case are largely undisputed.1 Avis Budget Car Rental LLC (Avis)
leases space within the Minneapolis-Saint Paul International Airport, which is owned and
operated by the Metropolitan Airports Commission (MAC). The economic arrangements
between MAC and Avis are governed by what the parties titled a “General Terms and
Conditions Lease Agreement” (Lease Agreement) and by Supplemental Lease
Agreements.2 Pursuant to the Lease Agreement, and for each contract year, the companies
make payments to MAC as either “concession fees” or as a “minimum annual guarantee,”
whichever is greater. The concession fee equals 10 percent of the car-rental companies’
gross revenues from business authorized by the Lease Agreement. The minimum annual

1 We consolidated this case for purposes of oral argument with the separate appeal
filed by another car-rental property tax petitioner, Enterprise Leasing Co. of Minnesota.
Our opinion in that appeal, which reaches the same conclusions based on largely the same
facts, is filed today as well, see Enterprise Leasing Co. of Minn. v. Cty. of Hennepin, No.
A19-0889, ___ N.W.2d __ (Minn. Jan. 15, 2020).

2 Avis is subject to two Supplemental Lease Agreements specific to Terminal 1 and
Terminal 2, respectively.

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guarantee is the greater of 85 percent of the previous year’s concession fee or the first-year
bid amount, which was $4,624,512 for Avis. Pursuant to the Supplemental Lease
Agreements, Avis pays rent for the use of identified space on the leased property.
MAC itself is exempt from property taxation under Minn. Stat. § 360.035 (2018).
But lessees of property at the Airport are assessed property tax “in the same amount and to
the same extent as though the lessee or user was the owner of such property.” Minn. Stat.
§ 272.01, subd. 2(a) (2018); see also Nw. Airlines, Inc. v. Cty. of Hennepin, 632 N.W.2d
216, 220–21 (Minn. 2001) (concluding that tax provisions “shift the real property tax
liability to relator as a personal property tax in an amount MAC would have had to pay had
MAC not been an exempt property owner”). In other words, the lessee—Avis—steps into
the owner’s—MAC’s—shoes for tax purposes.
Hennepin County assessed the value of Avis’s property as of January 2, 2016, for
taxes payable in 2017. Avis filed a petition challenging that valuation. Because the
property is income-producing, Avis is subject to the property tax mandatory -disclosure
provision, Minn. Stat. § 278.05, subd. 6, which requires that petitioners disclose certain
income information by August 1 of the taxes-payable year.
Hennepin County provided Avis with a compliance checklist, which Avis returned
along with its disclosure. Avis represented in its disclosure that it had a lease agreement
by which it was paying base rent of $30.46 per square foot on 459,453 square feet. In a
Lease Abstract Report attached to a later affidavit, Avis represented that the $30.46 base
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rent number had been calculated as the sum of three numbers: “Mag 1” (minimum annual
guarantee); “Overflow Parking”; and “Rent Exp Facilities.”3
Thus, Avis disclosed base rent calculations that were based, in part, on the minimum
annual guarantee. It did not disclose that, pursuant to the Lease Agreement, the fee it was
obliged to pay was the higher of the concession fee—a percentage of gross revenue —and
the minimum annual guarantee. And it did not disclose whether the actual payments to
MAC were based on the fee or the guarantee.
Independent of the petition process, Hennepin County received information from
MAC regarding the sales revenue, percentage rent, minimum annual guarantees, and
overall rent paid for 2014 and 2015 for MAC’s car-rental lessees, including Avis . MAC
provided this information as part of an informal disclosure that it makes to Hennepin
County on an annual basis. In other words, MAC disclosed information that Avis did not.
Avis acknowledges that it did not know about MAC’s disclosure when it submitted its own
disclosures.
Hennepin County moved to dismiss Avis’s petition for failure to comply with the
mandatory-disclosure requirements of section 278.05, subdivision 6(a). The tax court
found that the concession fees were rent, and were therefore subject to mandatory
disclosure. It also found that Avis, not MAC, was required to make the disclosure under
subdivision 6(a), which it had not done. Based on these findings, the tax court concluded

3 In the same affidavit, Avis represented that its disclosure had incorporated an
incorrect amount for “Rent Exp Facilities.” Avis had attributed $777,368 to “Rent Exp
Facilities,” but that was a typographical error, with one too many “7”s. The correct number
was $77,368.
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that Avis had failed to comply with the mandatory -disclosure requirements and that
dismissal was required. This appeal followed.
ANALYSIS

“A review of any final order . . . may be had on the ground that the Tax Court was
without jurisdiction, that the order of the Tax Court was not justified by the evidence or
was not in conformity with law, or that the Tax Court committed any other error of law.”
Minn. Stat. § 271.10, subd. 1 (2018). The tax court’s application of law is reviewed de
novo, Langer v. Comm’r of Revenue, 773 N.W.2d 77, 80 (Minn. 2009), and the tax court’s
factual findings are reviewed for clear error, Antonello v. Comm’r of Revenue, 884 N.W.2d
640, 647 (Minn. 2016).
Avis contends that the tax court erred in dismissing its petition for two reasons.
First, it asserts that disclosure of the concession fee information was not required by the
mandatory-disclosure provision. Second, it argues that, even if disclosure of the
concession fee was mandatory, the information furnished by MAC to Hennepin County
satisfied that requirement. We discuss each issue in turn.
I.

The Legislature’s charge to property assessors is “to consider and give due weight
to every element and factor affecting the market value [of properties].” Minn. Stat.
§ 273.12 (2018). To aid the assessors, Minnesota law requires that tax petitioners
contesting the valuation of income-producing properties disclose six categories of
information, as itemized in Minn. Stat. § 278.05, subd. 6. Failure to comply with the
disclosure requirements “shall result in the dismissal of the petition.” Minn. Stat. § 278.05,
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subd. 6(b). Relevant here, subdivision 6 requires disclosure of year-end financial
statements, rent rolls and identification of lease agreements (including base rent and square
footage leased), and anticipated income and expenses relative to the property. Id.
Avis argues that the information-disclosure requirements in subdivision 6 did not
require that it disclose concession fees paid under the Lease Agreement. The compan y’s
theory is that such fees are not income attributable to the property. The fees are paid, Avis
contends, not as rent for property, but solely for the right to conduct business at the Airport.
That is why they are denominated as “concession fees,” while payments made on a square
foot basis (detailed in the Supplemental Lease Agreements) are called “rent.” 4
How a payment may be labeled is not irrelevant, but it is not dispositive. As we
said recently, the question under the mandatory -disclosure rule is whether the property
“generates income.” See Wal-Mart Real Estate Bus. Tr. v. Cty. of Anoka, 931 N.W.2d 382,
388 (Minn. 2019). Thus, for example, in Wal-Mart, we decided that properties were
generating disclosable income through what the property owner considered to be
nationwide “licensing” agreements for “vestibule” businesses. Id.
Here, viewing the agreements between Avis and MAC in their entirety, these
concession fees do not escape the mandatory-disclosure provision’s sweep. The fees were
rent or, at least, income that needed to be disclosed under the statute, whether in the

4 Although Avis disclosed the minimum annual guarantee as part of base rent, at least
indirectly, and although Avis must pay the greater of the concession fee or the guarantee,
the company contends that the fee is not rent. Arguably, this contention is inconsistent
with the company’s own disclosure. But the analysis that follows is without regard to any
such inconsistency.
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required financial statements, as rent information, or as anticipated income. See Minn.
Stat. § 278.05, subd. 6(a). This is so for two reasons.
First, the relevant agreements between MAC and Avis show that amounts paid as
concession fees or as the minimum annual guarantee are income attributable to the
property. The very name of the document that establishes the concession fee and the
minimum annual guarantee shows the connection; it is entitled “General Terms and
Conditions Lease Agreement.” The title signifies that the entire arrangement is
inextricably tied to the use of MAC’s property.
The concession fee and the minimum annual guarantee are part of the consideration
for the Lease Agreement, found in section 5, captioned “Rent and Fees.” The section first
directs the reader to the Supplemental Lease Agreements “for additional rights and
obligations” (again, demonstrating the Lease Agreement’s connection to the property), and
then describes the concession f ee as “[i]n addition to all other payments due under this
Agreement.” Tellingly, the concession f ee payments “are for Concessionaire’s use of the
facilities and access to the Airport market.” (Emphasis added). This reference to use and
access demonstrates the indispensable and indivisible relationship between the fee (and the
guarantee) and the Airport property.
Finally, the Lease Agreement is riddled with provisions governing Avis’s use of the
Airport property, including maintenance of the leased premises, prohibited use of the
leased premises, environmental responsibility, and what happens when the prem ises are
damaged or destroyed. The close connection between the Airport property and the Airport
concession is driven home by the lessee’s assumed obligation to “pay all taxes . . . that may
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be levied or assessed . . . upon or against the Leased Premises . . . or on account of the
business transacted on or from the Leased Premises.”
Plainly, looking at the relevant agreements, the concession fees and minimum
annual guarantees paid to MAC under the Lease Agreement are income attributable to the
property.
Second, Avis’s focus on the alleged lack of direct connection between the
concession fees and the leased property ignores that property taxes in this state are imposed
based on use, not possessory interest. Under Minn. Stat. § 272.01, subd. 2(a), Avis is taxed
“for the privilege of so using or possessing such real or personal property, in the same
amount and to the same extent as though the lessee or user was the owner of such property.”
(Emphasis added). Property taxable under section 272.01, subdivision 2 “shall be valued
at the market value of such property and not at the value of a leasehold estate in such
property, or at some lesser value than its market value.” Minn. Stat. § 273.11, subd. 1
(2018).
Under the Lease Agreement, the concession fees are explicitly paid for “[u]se of the
facilities and access to the Airport market.” (Emphasis added). That the fees are not
calculated per square foot like the other rent amounts is legally irrelevant. The use of the
facilities is also not, as Avis contends, unrelated to the leased airport property. To the
contrary, under the Lease Agreement, the “gross revenue” on which the concession fee is
based is “related to Concessionaire’s rental auto business as authorized by this Agreement,
any activities related directly to that business, and any other business of Concessionaire in
the Rental Auto Areas or elsewhere at the Airport.” Gross revenue generated off-property,
9
such as “[p]roceeds from the sale of vehicles that do not occur on MAC owned property ,”
is excluded.
We therefore hold that, in the circumstances of this case, the concession fees were
rent—or at least income—subject to the mandatory-disclosure provision. All such income
was not disclosed by Avis by the deadline.
II.

Because we conclude that the existence and payment of concession fees must have
been disclosed by August 1, 2017, to avoid dismissal, and Avis did not do so, we must now
address whether the information was nevertheless disclosed for purposes of Minn. Stat.
§ 278.05, subd. 6(a), by MAC’s informal disclosure to Hennepin County .5 Whether a
non-petitioner’s disclosure can satisfy the mandatory -disclosure provision is a statutory
interpretation question of first impression. “The object of all interpretation and
construction of laws is to ascertain and effectuate the intention of the legislature.” Minn.
Stat. § 645.16 (2018). If the intent is clear, we apply the statute according to its plain
meaning. Cocchiarella v. Driggs, 884 N.W.2d 621, 624 (Minn. 2016).
The mandatory-disclosure provision provides in relevant part: “In cases where the
petitioner contests the valuation of income-producing property, the following information
must be provided to the county assessor no later than August 1 of the taxes payable
year . . . .” Minn. Stat. § 278.05, subd. 6(a) (e mphasis added). Avis argues that, because
the sentence uses the passive voice, thus lacking an explicit reference to disclosure by the

5 The County represented at oral argument that it receives this information from MAC
annually, and did so for the tax year in question.
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petitioner, the disclosure requirement is satisfied when the county assessor receives the
information from someone else.
We do not read the statute so myopically. Instead, we read the statute, as we must,
“in the context of surrounding sections.” Am. Family Ins. Grp. v. Schroedl, 616 N.W.2d
273, 278 (2000). Here, read in context, it is clear that the petitioner is the one required to
make the disclosure. Subdivision 6 in its entirety is about the relationship between the
petitioner and the county assessor. Subdivision 6(a) is predicated on action by a petitioner;
it is triggered only when such “petitioner contests the valuation of [] property.” It follows
that the second clause of subdivision 6(a) imposes the disclosure requirement on the
petitioner referenced in the first clause.6
That the disclosure obligation is the petitioner ’s is emphasized in the immediately
succeeding paragraphs, 6(b), 6(c), and 6(d). In subdivision 6(b), the Legislature commands
that failure to provide subdivision 6(a)’s required information results in a petition’s
dismissal, unless the petitioner qualifies for one of two safe harbors: unavailability of
information or that “the petitioner was not aware of or informed of the requirement to
provide the information.” (Emphasis added). In th e latter case, “ the petitioner has an
additional 30 days to provide the information . . . otherwise the petition shall be dismissed.”
(Emphasis added).

6 By this reading, we do not add any words to the statute. We interpret a single
sentence that expressly identifies two parties: the petitioner and the county assessor. The
first clause makes clear who must perform the duty required by the second clause.
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Subdivision 6(c), too, makes clear who has the disclosure obligation: the petitioner.
If a county assessor determines that leases are necessary for evaluation of a petition, the
“assessor may require that the petitioner submit the leases” and “[t]he petitioner must
provide the requested information . . . within 60 days.” (Emphasis added).
The theme in subdivision 6, that it is the petitioner—not some third party —that is
obliged to provide information to the assessor , is reemphasized in subdivision 6(d). The
petitioner is entitled to the assessor’s appraisal five days before the hearing, but only
“[p]rovided that the information as contained in paragraph (a) is timely submitted to the
county assessor.” The petitioner is obligated, without condition, to timely furnish its
appraisal to the auditor upon pain of dismissal.
Reading the statute as a whole, it is clear and unambiguous ; the mandatory
disclosures must be made by the petitioner.7 Nowhere in the statute does the Legislature
demonstrate an intent to allow a petitioner’s obligation to be fulfilled (intentionally or
inadvertently) by a third party.
The dissent considers dismissal to be too harsh a result, but it is the result required
by the Legislature. Section 278.05, subdivision 6, contains clear, fixed deadlines for
detailed disclosures by both petitioners and county assessors. See Irongate Enters., Inc. v.
Cty. of St. Louis, 736 N.W.2d 326, 331 (Minn. 2007) (noting that the mandatory dismissal

7 This would include, of course, the petitioner’s authorized representative. In this
case, the disclosures were made by Avis’s law firm. Avis does not contend that MAC was
its authorized representative, and there is nothing in subdivision 6 of section 278.05 ,
section 272.01, subdivision 2(a), or otherwise, that would signal an intent by the
Legislature to make MAC an agent for the lessees and users of its property.
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“remedy was enacted by the legislature, and any disagreement with the policy underlying
that decision or the rule should be directed to the legislature”). And, in this case, the
statute’s remedy works no obvious injustice. Avis—a sophisticated corporation
represented by experienced Minnesota tax counsel —chose not to disclose certain
information required by law. The after-the-fact discovery that the assessor received some
of that information from someone else does not excuse the choices made.
Therefore, because the mandatory disclosures must be made b y the tax petitioner,
and Avis did not make them, the tax court properly dismissed the petition under Minn. Stat.
§ 278.05, subd. 6.
CONCLUSION
For the foregoing reasons, we affirm the decision of the tax court.
Affirmed.

C/D-1
C O N C U R R E N C E & D I S S E N T
CHUTICH, Justice (concurring in part, dissenting in part).
I agree with the majority that the concession fees paid by Avis to the Metropolitan
Airports Commission (the Commission) are subject to the mandatory -disclosure
requirements of Minnesota Statues section 278.05, subdivision 6 (2018).
But because I believe a non-petitioner’s disclosure—here, the Commission’s—can
satisfy the mandatory -disclosure provision of Minnesota Statutes section 278.05,
subdivision 6, I respectfully dissent from the court’s conclusion that the tax court properly
dismissed the petitions of the car-rental agencies.
“When the words of a law in their application to an existing situation are clear and
free from all ambiguity,” Minn. Stat. § 645.16 (2018), our “role is to enforce the language
of the statute and not explore the spirit or purpose of the law.” Christianson v. Henke,
831 N.W.2d 532, 537 (Minn. 2013) (citation omitted) (internal quotations omitted). The
threshold determination is “whether the statute’s language, on its face, is ambiguous.” Id.
at 536. To determine whether a phrase is ambiguous, we consider whether it can be
“subject to more than one reasonable interpretation.” Id. at 537. In doing so, we construe
the law to “give effect to all its provisions.” Minn. Stat. § 645.16; Allan v. R.D. Offut Co.,
869 N.W.2d 31, 33 (Minn. 2015).
We presume that the “legislature intends the entire statute to be effective and
certain,” Minn. Stat. § 645.17(2) (2018), and when a statute is susceptible to more than one
reasonable interpretation, we look “beyond the text to determine legislative intent.” Marks
C/D-2
v. Comm’r of Revenue, 875 N.W.2d 321, 326 (Minn. 2016). “When the words of a law are
not explicit,” the factors and presumptions contained in Minnesota Statutes section 645.16
guide our interpretation of the law. Minn. Stat. § 645.16.
The majority concludes that the statute is clear and unambiguous. I disagree
because more than one reasonable interpretation of the relevant statutory language exists.
The language of Minnesota Statutes section 278.05, subdivision 6(a), provides, “[i]n
cases where the petitioner contests the valuation of income-producing property, the
following information must be provided to the county assessor . . . .” One reasonable
interpretation of this language is that adopted by the majority: the reference to “the
petitioner” in the first clause can be read into the disclosure requirement imposed by the
second clause. That is, as the majority explains, because “the petitioner” contests the
valuation of the property, then the petitioner must disclose “the [] information” required by
subdivision 6(a). The majority relies on specific references to “the petitioner,” in
paragraphs (b), (c), and (d) of subdivision 6, which specifically refer to that party’s
obligations, to conclude that the entirety of subdivision 6 supports an interpretation that
imposes only on the petitioner the burden to provide the required information to the county
assessor.
But the Legislature did not state in paragraph (a) that when a petitioner contests the
valuation of income-producing property, the “information must be provided by the
petitioner to the county assessor.”1 The majority’s interpretation therefore requires reading

1 Similarly, paragraphs (b)-(c) do not state that the disclosures required by paragraph
(a) can only be made by the petitioner. Rather, these paragraphs identify remedies available
C/D-3
“the petitioner” into this clause. And, the majority’s interpretation further restricts this
phrase to “only the petitioner”—that is, the majority not only reads “the petitioner” into
the second clause, it also assumes that the Legislature, without stating so in plain and
unambiguous terms, intended to impose the disclosure obligation on the petitioner alone.
I believe that another reasonable interpretation exists. Plainly, and read literally, the
statute does not state that the petitioner —and only the petitioner —must provide “the []
information.” It simply acknowledges the context in which the disclosure requirement
comes up: when a petitioner contests the valuation of income -producing property. Minn.
Stat. § 278.05, subd. 6(a). In fact, the Legislature never explicitly uses the phrase “the
petitioner” to identify who must provide the information required in paragraph (a), instead
referring only passively to “the information” that must be provided. Neither did the
Legislature state that information submitted by another party cannot be relied on to fulfill
the disclosure requirement.
Consequently, another reasonable interpretation of paragraph (a) is that certain
information must be disclosed, by someone, when a petitioner challenges the tax
assessment. Under this reasonable interpretation, paragraphs (b) and (c) impose an
obligation on the petitioner to respond accordingly when the County determines that the
available information disclosed to date does not allow it to make useful determinations
about the value of the property. Accordingly, the language of paragraph (a) is ambiguous.

in the event that the disclosures required by paragraph (a)—identified once again without
reference to an entity but as a passive reference to the event (the disclosure) —are not
satisfied.
C/D-4
To resolve that ambiguity, we look “beyond the text to determine legislative intent,”
by considering the purpose of the law. Marks, 875 N.W.2d at 326. We can also consider
the factors and presumptions in Minnesota Statutes sections 645.16–.17, which include the
“occasion and necessity for the law,” “the object to be attained,” and “the consequences of
a particular interpretation.” Minn. Stat. § 645.16(1), (4), (6). For several reasons, the more
reasonable interpretation that reconciles these considerations consistent with legislative
intent is the following interpretation.
First, we have said that section 278.05 provides an “adequate, speedy, and simple
remedy” for a taxpayer, while the disclosure requirement provides the taxing authority with
“information that would be useful to the determination of value.” Kmart Corp. v. Cty. of
Becker, 639 N.W.2d 856, 859–60 (Minn. 2002). Reading section 278.05 to allow only the
petitioner to disclose information to the County, as the majority does, turns a relatively
straightforward discovery tool—even one that has a harsh dismissal penalty —into a
weapon to be wielded only by the County, as and when it determines that it is ready to seek
dismissal.2
To be sure, we have required “strict adherence” to the mandated disclosure, because
we recognize that tax policy is the responsibility of the Legislature. Wal-Mart Real Estate
Bus. Tr. v. Cty. of Anoka, 931 N.W.2d 382, 388–89 (Minn. 2019). But a difference exists

2 Here, despite receiving information from the Commission as it does every year,
despite Avis’s timely disclosure of rental information, and despite Avis’s request for the
County to let it know “immediately of any deficiency” so that Avis could “amend [its]
submittal, if necessary,” the County did not move to dismiss until after it told the Tax Court
that it did not intend to bring dispositive motions and that it intended to rely solely on its
original valuation.
C/D-5
between strictly adhering to the required disclosure, and strictly adhering to form without
consideration of legislative intent. The majority’s reading of paragraph (a) elevates the
County’s interest in obtaining information useful for a value determination to be the only
relevant criterion; the legislative interest in providing taxpayers with a speedy and simple
remedy is apparentl y an afterthought, if thought of at all. Reading the statute to require
timely disclosure of the information—rather than as a disclosure obligation borne only by
the petitioner—better reflects legislative intent.
The Legislature was certainly aware that situations exist in which the tax petitioner
stands in for some other party; in precisely this situation, the Legislature has treated the
Commission and its lessees as one and the same. See Minn. Stat. § 272.01, subd. 2(a)
(2018) (stating that property leased to a “business conducted for profit” is taxed “in the
same amount and to the same extent as though the lessee or user was the owner” of the
property). The majority’s narrow reading, focusing only on who disclosed the information
rather than whether the information was disclosed, allows the County to take a dismissal
sledgehammer to the taxpayer’s remedy. Cf. Irongate Enters., Inc. v. Cty. of St. Louis,
736 N.W.2d 326, 333 –34 (Minn. 2007) (Anderson, Paul, J., dissenting) (expressing
concern with an interpretation of section 278.05 that “turns ordinary discovery disputes
into nearly sure-fire grounds for counties to obtain summary dismissal” of property tax
petitions). Reading the Legislature’s passive language in subdivision 6(a), to allow
disclosure b y parties other than the petitioner is not myopic; it is a more reasonable
accommodation of the business relationships that may require consideration of tax liability
in light of relevant information held in multiple hands.
C/D-6
Second, the majority’s interpretation depends on reading words into the statute,
which we do not have the authority to do. See Marks, 875 N.W.2d at 326 (rejecting an
interpretation that depended on adding words to the statute, stating that “we do not have
the authority to fill in those words”). Even if the Legislature’s passive phrasing can be read
to accommodate “the petitioner,” nothing in the plain and unambiguous language of
section 278.05 suggests that the Legislature authorized automatic dismissal without
consideration of the merits simply because someone other than the petitioner disclosed the
information to the County. To the contrary, the more reasonable conclusion is that the
Legislature’s passive framing was intended to be a reference to what had to be disclosed,
rather than who had to disclose the information. See, e.g., Dean v. United States, 556 U.S.
568, 572–73 (2009) (explaining that the use of a passive voice can signal “agnosticism”
about who does the action because the passive form “focuses on an event that occurs
without respect to a specific actor”).
Third, even if the petitioner must disclose the information, the majority’s
interpretation goes too far in this case. The majority assumes that the Legislature’s passive
phrasing, which does not mention “the petitioner,” imposes an all- or-nothing disclosure
obligation on only one entity: either the petitioner and the petitioner alone discloses
everything that the County deems useful to determining value, or the petitioner loses the
right to challenge the government’s tax assessment, regardless of whether the County has
the information useful to determining value. I acknowledge that the petitioner that
challenges a tax assessment for income -producing property is most likely in the best
position to comply with the statute and has the strongest incentive to do so. See Kmart
C/D-7
Corp. v. Cty. of Becker , 639 N.W.2d 856, 862 (Minn. 2002) (Page, J., dissenting) (noting
that the consequences of failing to comply with the statute “greatly diminish the possibility
of intentional underreporting”). But unlike our decisions in other mandatory -disclosure
cases, in which the taxpayer had the information but disputed its relevance and objected to
disclosing it,3 this case involves a quasi-governmental agency established by statute, Minn.
Stat. § 473.603 (2018). The Commission, like the private entities in our other cases, is
subject to the tax laws of this state, see Minn. Stat. § 272.01, subd. 2 (2018), but its tax
liability has been shifted to its lessees, who pay the taxes as if they were the Commission.
See Nw. Airlines, Inc. v. Cty. of Hennepin , 632 N.W.2d 216, 221 (Minn. 2001) (“In
essence, . . . subdivision 2 shift[s] the real property tax liability to relator as a personal
property tax in an amount [the Commission] would have had to pay had [the Commission]
not been an exempt property owner.”).
Avis therefore stands in the Commission’s shoes as a taxpayer. Yet even though
the Commission has regularly disclosed financial information to the County, the County
contends that Avis cannot stand in the Commission’s shoes for this disclosure requirement.
Note that the County based its motion to dismiss on, primarily, a challenge to form: Avis’s
failure to disclose rent information with a “breakout of the amount of rent paid” to the
Commission by “the Minimum Annual Guarantee, Percentage Rent, and Square Footage
Rent,” which were the “broad categories” in which the Commission provided rent

3 See, e.g., 78th Street OwnerCo, LLC v. Cty. of Hennepin, 813 N.W.2d 409, 414–15
(Minn. 2012) (rejecting the taxpayer’s argument that it need not disclose information that
the taxpayer considers irrelevant).
C/D-8
information to the County. In other words, Avis disclosed rent information to the County,
just not broken down into the categories that the County received in its annual disclosure
from the Commission.4
Yet even with Avis’s disclosure, the County apparently had the information that was
useful to a value determination because the County told the Tax Court that it did “not intend
to prepare a de novo appraisal,” but would “defend its original valuation” of the property.
Indeed, the County told the tax court that it had “sufficient information to determine the
rents that are paid.” The County acknowledged that Avis might “argue that the minimum
annual guarantee and percentage rent should not be considered rental income,” but that
issue would “likely be resolved via contract interpretation instead of expert valuation.” In
short, “the primary issue in [the] case” was, according to the County, likely one “of contract
interpretation” and the County did not intend “to introduce a new value” for the property
at trial.5

4 Avis’s disclosure also overstated actual rents paid, a mistake that Avis corrected as
soon as the County called it to the company’s attention in the motion to dismiss.

5 At oral argument, the County asserted that it must be able to rely on the information
produced by a tax petitioner because the “purpose of the information [disclosed] is to be
used in valuation of property.” Subdivision 6(a) does not impose a reliability standard on
the tax petitioner’s disclosure; rather, the Legislature has given the County additional tools
by which it can request further disclosures from the petitioner or be relieved of its own
disclosure obligation if the petitioner’s disclosure is incomplete. See Minn. Stat. § 278.05,
subd. 6(b)-(d). Of course, a petitioner providing incomplete or unreliable information
would run a risk of dismissal, and an even greater risk of harsher penalties not imposed by
this statute. In this case, however, the County told the Tax Court, even after it had moved
to dismiss Avis’s petition, that it did not need additional information because it did not
intend to do a new valuation for the property.
C/D-9
The majority’s interpretation elevates form over substance and allows the County
to turn a blind eye to the information it already has in its possession in pursuit of a dismissal
on a technicality. Surely this result cannot be the Legislature’s intent: to sanction
government gamesmanship.6 In my view, an interpretation of the statute that recognizes
what must be disclosed, rather than who must make the disclosure, better aligns with
legislative intent because it considers the “occasion and necessity for the law,” and “the
object to be attained” by the statute. Minn. Stat. § 645.16.
This interpretation, it should be stressed, is not without risk to tax petitioners such
as Avis. First, reading the statute to allow the Commission to submit information on behalf
of its airport lessees does not let those entities off the hook if the Commission’s disclosures
are insufficient. Rather, as the statute requires, in cases in which the disclosures of the tax
petitioner and the Commission, taken together, do not satisfy subdivision 6(a), the taxpayer
runs the risk that the petition will be dismissed. Minn. Stat. § 278.05, subd. 6(b). Second,
in this case the tax court could have avoided dismissal because Avis effectively, if not
actually, adopted the Commission’s disclosures as its own. Of course, the consequences
may be much different if a third party made disclosures that were not adopted by the tax
petitioner.

6 The majority concludes that Avis has no reason to complain because it was
represented by experienced tax counsel and now must live with its choices. So, too, the
County is represented by experienced tax counsel and decided, based on the disclosures
that it had received, that it need not conduct a new appraisal. Under these circumstances,
the statute is better read as a two-way street, rather than the one-way street that the majority
paves.
C/D-10
Accordingly, I would conclude that the mandatory -disclosure obligation in
section 278.05, subdivision 6, is subject to two reasonable readings when it comes to who
must disclose the relevant information, and is therefore ambiguous. Because the
Legislature has written the tax laws so that Avis stands in the Commission’s shoes for tax
purposes, reading the mandatory -disclosure statute to allow the Commission to submit
information on behalf of Avis better reflects legislative intent. Here, given that the
Commission submitted information that satisfied section 278.05, subdivision 6, I
respectfully dissent from the court’s holding that Avis failed to satisfy subdivision 6, and
would therefore reverse the tax court’s dismissal of the petition.

ANDERSON, Justice (concurring in part, dissenting in part).
I join in the concurrence and dissent of Justice Chutich.

THISSEN, Justice (concurring in part, dissenting in part).
I join in the concurrence and dissent of Justice Chutich.