Partnership-Interest Transfers Do Not Constitute “Transfers of Title” Under Okla. Const. art. 10, § 8B
Commentary on The Icon at Norman Apartments, LP v. Warr, 2025 OK 42

I. Introduction

This commentary analyzes the Oklahoma Supreme Court’s decision in The Icon at Norman Apartments, LP v. Douglas Warr, Cleveland County Assessor, 2025 OK 42, an important first-impression ruling in Oklahoma ad valorem tax law and entity law.

The case addresses a narrow but practically significant question: whether a transfer of all partnership interests in a limited partnership that owns real estate should be treated as if the title to the underlying real property has been “transferred, changed, or conveyed to another person” for purposes of the 5% constitutional cap on annual increases in the fair cash value of non-homestead property under Okla. Const. art. 10, § 8B.

The Cleveland County Assessor attempted to revalue an apartment complex owned by The Icon at Norman Apartments, LP (“Icon”) from approximately $18.4 million to $42.5 million in one tax year, on the theory that the 5% cap no longer applied after all of Icon’s partnership interests were sold to new, unrelated owners. Icon maintained that there had been no transfer of title to the real property itself—only a transfer of partnership interests, which are personal property—so the constitutional cap remained in force.

The Oklahoma Court of Tax Review sided with the Assessor, holding that the partnership-interest transfer triggered the exception to the 5% cap. On appeal, the Oklahoma Supreme Court vacated that order and held that:

the partnership-interest transfers were transfers of personal property (a “chose in action”);
title to the real property remained with Icon before and after the transaction; and
without a transfer, change, or conveyance of title to the real property itself, the 5% cap under art. 10, § 8B cannot be lifted.

The decision clarifies the boundary between indirect changes in ownership at the entity level and direct changes in title to real property, and it significantly constrains local assessors’ ability to treat entity-ownership changes as triggers for resetting valuations.

II. Summary of the Opinion

A. Factual Background

Icon is a limited partnership that owns an apartment complex in Norman, Cleveland County, Oklahoma. Icon has held legal title to the subject real property since 2012.
In June 2022, the general and limited partnership interests in Icon were transferred to new persons or entities. It is undisputed that:
- the partnership entity (Icon) continued to own the real property; and
- no deed or other instrument transferred legal title to the real property from Icon to any other person or entity.
For the 2023 tax year, the Cleveland County Assessor increased the “fair cash value” of the property from $18,437,401 (2022) to $42,500,000, asserting that the 5% cap in art. 10, § 8B no longer applied because the partnership-interest transfers amounted to a “transfer” of an equitable interest in the realty.
Icon protested administratively, then appealed to the Cleveland County Board of Equalization and, after being denied, appealed to the Oklahoma Court of Tax Review.
Both Icon and the Assessor moved for summary judgment; the Court of Tax Review granted the Assessor’s motion and denied Icon’s, effectively approving the large valuation increase.

B. Issues Presented

Under Okla. Const. art. 10, § 8B, and the implementing statutes and rules, does a transfer of all partnership interests in a limited partnership that owns real property constitute a “transfer, change or conveyance of title” to the property, such that the 5% annual limitation on increases in fair cash value no longer applies?
How should the statutory definition in 68 O.S. § 2802.1(A)(4)—“transfers, change or conveyance of title” meaning “all types of transfers, changes or conveyances of any interest, whether legal or equitable”—be construed in light of the explicit constitutional language focusing on when “title to the property is transferred, changed or conveyed”?

C. Holding

The Court answered the core question in the negative. It held that:

The transfer of the general and limited partnership interests in Icon was a transfer of personal property, a chose in action (an intangible right to receive money or value), not a transfer of title to the real property.
Because legal title to the property remained in Icon, and there was no deed or comparable conveyance transferring an interest in the realty, the constitutional requirement that “title to the property” be “transferred, changed, or conveyed to another person” was not met.
As a result, the 5% limitation on annual increases in fair cash value under Okla. Const. art. 10, § 8B remained in effect, and the Assessor could not lawfully raise the valuation from about $18.4 million to $42.5 million in a single year.

Accordingly, the Court:

vacated the Oklahoma Court of Tax Review’s order; and
remanded the matter for proceedings consistent with its opinion.

D. Standard of Review

The Court applied de novo review:

Summary judgment rulings are reviewed de novo because they present pure questions of law. (Crown Energy Co. v. Mid-Continent Cas. Co., 2022 OK 60, ¶ 7, 511 P.3d 1064).
Questions of constitutional and statutory interpretation are likewise reviewed de novo. (Schiewe v. Cessna Aircraft Co., 2024 OK 19, ¶ 2, 546 P.3d 234).

III. Legal Framework

A. Constitutional Provision: Okla. Const. art. 10, § 8B

Article 10, § 8B of the Oklahoma Constitution creates a cap on how quickly the “fair cash value” of real property for ad valorem tax purposes can increase each year:

For non-homestead property (like Icon’s apartment complex), the annual increase in fair cash value is generally limited to 5%.
This limitation “shall not apply in any year when title to the property is transferred, changed or conveyed to another person or when improvements have been made to the property.”

Thus, there are two main exceptions to the cap:

when there is a transfer, change, or conveyance of title to the property; and
when improvements are made to the property.

The Icon case concerns only the first exception: what counts as a “transfer, change or conveyance” of title.

B. Implementing Statutes

1. 68 O.S. § 2817.1(B)

The Legislature implemented art. 10, § 8B through 68 O.S. § 2817.1(B), which emphasizes the narrowness of the exception:

“Except when title to the property is transferred, changed, or conveyed to another person as defined in Section 2802.1 of this title, and in accordance with Legislative intent as set forth in subsection A of this section, under no circumstances shall the taxable fair market cash value of the existing property increase by more than five percent (5%) in any taxable year.”

Section 2802.1(A)(1) defines “any person” broadly as “any person or entity, whether real or artificial, other than the present owner,” emphasizing that title changes to any new legal or natural person can lift the cap. But the key remains: title to the property must change.

2. 68 O.S. § 2802.1(A)(4)

The Assessor relied heavily on § 2802.1(A)(4), which defines:

“Transfers, change or conveyance of title” means all types of transfers, changes or conveyances of any interest, whether legal or equitable.

The statute then lists nine exclusions, all framed in terms of particular deeds relating to real property (e.g., correction deeds, deeds between spouses or certain family members, partition deeds under certain conditions, deeds in foreclosure contexts, etc.).

The Assessor argued that because the statute speaks of “any interest, whether legal or equitable,” it encompasses any transaction that shifts an “equitable” or indirect ownership in the property— including transfers of all partnership interests in the entity that owns the land.

C. Administrative Rule: OAC 710:10-1-3

The Oklahoma Tax Commission’s rule, OAC 710:10-1-3, reiterates the constitutional framework:

Subsection (a) restates that the fair cash value of non-homestead property may not increase by more than 5% annually, except when title is transferred, changed, or conveyed or when improvements are made.
Subsection (g) specifies that if “title to the property is transferred or conveyed,” the parcel is to be assessed at fair cash value, based on current market value standards (not just the sales price), for the following tax year.

Notably, the rule, like the statute and the Constitution, repeatedly centers on “title to the property” and contemplates a deed or comparable instrument affecting legal title.

IV. The Court’s Legal Reasoning

A. Harmonizing the Constitution and Statutes

The Court applied well-established interpretive principles: statutory provisions must be construed to effectuate legislative intent, and they must be read in harmony with the Constitution and related statutes. (Keating v. Edmondson, 2001 OK 110, ¶ 8; Leo v. Oklahoma Water Res. Bd., 2023 OK 96, ¶ 18; Childers v. Arrowood, 2023 OK 74, ¶ 20; Young v. Station 27, Inc., 2017 OK 68, ¶ 18.)

Art. 10, § 8B and § 2817.1(B) both make the 5% cap mandatory “under no circumstances” except when title to the property is “transferred, changed, or conveyed” to another person (or when improvements are made). The Court emphasized that:

The grammatical “object” is title—that is, the legal title to the real property.
The triggering event is a transfer, change, or conveyance of that title.

Section 2802.1(A)(4) must therefore be read consistently with that constitutional command. The Court noted that subpart (4) not only defines “transfers, change or conveyance of title” but also enumerates nine exceptions, all referring to actual deeds affecting real property. That context shows that the Legislature was talking about transactions involving real property title, not about any economic or indirect change in who benefits from the property.

Accordingly, the Court held that § 2802.1(A)(4) cannot reasonably be interpreted to expand the constitutional exception to include transfers of personal property interests—like partnership interests— when no transfer, change, or conveyance of real-property title occurs. To harmonize the provisions:

“Transfers, change or conveyance of title” in § 2802.1(A)(4) must be understood as transactions in which title to the property is affected; and
The reference to “any interest, whether legal or equitable” refers to different types of title interests in real property, not to intangible ownership interests in entities that own property.

B. The Meaning of “Conveyance” and “Equitable Title”

1. “Conveyance”

The Court turned to Black’s Law Dictionary to clarify the meaning of “conveyance”:

“[T]ransfer of title to land from one person, or class of persons to another by deed;” and generally “every instrument in writing by which an estate or interest in realty is created.”

This reinforces that a conveyance involves:

a written instrument (typically a deed); and
the creation or transfer of an estate or interest in real property.

In Icon’s case, the Assessor could point to no such document. No deed or instrument was executed that created, transferred, or otherwise affected an estate in the real property.

2. “Equitable Title”

The Assessor argued that the transfer of partnership interests to new, unrelated partners effectively transferred an “equitable interest” or “equitable title” to the real property, thus falling under § 2802.1(A)(4)’s reference to “any interest, whether legal or equitable.”

The Court acknowledged the concept of equitable title and noted its use in various contexts:

Some jurisdictions use “equitable title” to denote the present right to demand legal title to real property, such as when a buyer has a specifically enforceable contract to purchase land and has begun performing under it.
Oklahoma has long recognized that a purchaser in possession under a contract for deed, who is performing the contract, holds equitable title, while the seller holds legal title. (McGinnity v. Kirk, 2015 OK 73, 362 P.3d 186; Bowls v. Oklahoma City, 1909 OK 149, 104 P. 902; Cox v. Fowler, 1934 OK 575, 37 P.2d 291; Hensley v. State Farm Fire and Cas. Co., 2017 OK 57, 398 P.3d 11.)

In Hensley, for example, when the contract for deed was executed and the buyer took possession, “equitable title” passed to the buyer and the seller retained legal title. But these cases involve:

a contract to convey real property; and
the buyer’s present right (often enforceable in equity) to legal title.

By contrast, in Icon’s situation:

No contract for deed or purchase contract for the real property was involved.
Icon—the partnership entity—continued to hold legal and beneficial title as the record owner.
No person or entity acquired a specific equitable right to demand conveyance of legal title from Icon.
The Assessor cited no authority suggesting that a partner’s general economic interest in partnership property, by itself, rises to the level of “equitable title” to specific partnership-owned real estate.

The Court therefore rejected the notion that the new partners held “equitable title” to the apartment complex merely by virtue of their partnership interests.

C. The Nature of Partnership Interests and Partnership Property

A central feature of the decision is the Court’s reaffirmation of basic partnership law principles under Oklahoma’s Revised Uniform Limited Partnership Act:

A limited partnership is a legal entity separate and distinct from its partners. (54 O.S. § 500-104A(a)).
A partner’s “transferable interest” in a limited partnership is personal property. (54 O.S. § 500-701A).

The Court quoted and relied on earlier case law, including Roby v. Day, 1981 OK 122, 635 P.2d 611, which characterizes:

a “partner’s rights in a partnership as being an intangible property right, a chose in action”— a right to receive money shown to be due on liquidation and accounting.

Key consequences of these principles:

The partnership entity owns the partnership property (including the apartment complex); individual partners do not own an undivided share of each specific asset.
Each partner owns a personal-property interest (the partnership interest), which entitles them to distributions or a share of the remainder upon liquidation after partnership obligations are settled, but not to legal or equitable title to specific partnership assets.
A partner cannot demand title to specific real property owned by the partnership simply because of their status as a partner.

Thus, when the general and limited partnership interests in Icon were transferred in 2022:

Only the personal property interests (the choses in action—rights to distributions, profits, liquidation share) changed hands;
The legal title to the real property remained with the same owner—the Icon partnership; and
There was no “transfer, change, or conveyance of title” to the apartment complex in the constitutional sense.

D. Distinguishing Askins Properties

The Assessor and one Amicus curiae relied on In re Assessments for Year 2005 of Certain Real Prop. Owned by Askins Properties, 2007 OK 25, 161 P.3d 303, arguing that it supported treating the Icon transaction as a title transfer. The Court carefully distinguished Askins.

1. Facts of Askins

In Askins:

Real property was held in a trust whose sole trustees and beneficiaries were a married couple.
The trust executed a deed transferring title to a limited liability company (LLC), also owned entirely by the same married couple.
The County Assessor argued this deeded transfer of legal title lifted the 5% cap.
The Oklahoma Supreme Court ultimately held that, even though legal title had passed to the LLC, the equitable ownership (beneficial ownership) remained with the same marital couple before and after, and under the specific facts, the transaction did not justify lifting the cap.

2. Why Askins Does Not Control Icon

In Icon:

No deed was executed; legal title remained with the same entity (Icon).
The question was not whether a deeded transfer of legal title between related parties with the same equitable owners lifted the cap, but whether a non-deeded, entity-level ownership change could be treated as if the title had changed hands.

The Court noted that art. 10, § 8B was “implicated in Askins because it appeared ‘title to the property was transferred, changed or conveyed to another person’”— there was an actual deed in that case. But in Icon:

“The legal title continues to be held by Icon. There has been no evidence presented to support a finding that the equitable title to this property is held by any person other than Icon.”

So Askins involved a facial title transfer by deed, with the Court focusing on equitable continuity; Icon involves no title transfer at all and a change in the economic owners of the entity. The two cases address different questions.

E. Rejection of the Assessor’s Expansive Reading

The Assessor’s position effectively treated any change in control or beneficial ownership of an entity owning real property as equivalent to a transfer of title to the property itself, by characterizing the shift as a “transfer of equitable interest.” The Court firmly rejected this reading for several reasons:

It ignores the constitutional text, which explicitly refers to “title to the property” being transferred, changed, or conveyed.
It conflicts with § 2817.1(B), which stresses that “under no circumstances” shall the cap be lifted except when title is transferred, changed, or conveyed.
It misreads § 2802.1(A)(4) by pulling “any interest, whether legal or equitable” out of the context of real-property transactions and deeds that affect property title.
It is inconsistent with partnership law, which distinguishes partnership property from partners’ personal interests.

The Court therefore concluded that:

“Assessor and Amici curiae have failed to establish that title was transferred, changed or conveyed as required by our Constitution before the 5% cap can be lifted.”

V. Complex Concepts Simplified

A. “Fair Cash Value” and the 5% Cap

For ad valorem (property) taxes, assessors determine a property’s “fair cash value”— roughly, its fair market value: what a willing buyer would pay a willing seller in an arm’s-length transaction.

Okla. Const. art. 10, § 8B restricts how quickly that value can go up for tax purposes:

Non-homestead property (like income-producing apartments) cannot see its taxable fair cash value rise by more than 5% per year.
This provides predictability and protection for property owners against sudden tax spikes.

However, when the property is sold and title changes hands—or when improvements are made—the assessor can reset the valuation to reflect current market conditions for the next year, unconstrained by the 5% cap.

B. “Title,” “Legal Title,” and “Equitable Title”

Legal title is the formal, record ownership of property—whose name is on the deed and who holds the legally recognized ownership interest.
Equitable title (in contexts where it exists) refers to someone’s right to obtain legal title, or the beneficial enjoyment of property recognized by courts of equity (e.g., a buyer under a contract for deed who has paid part of the price and taken possession).
The Constitution’s language and the tax statutes focus on “title to the property,” meaning legal title, and, in some circumstances, changes in equitable title to the property itself.

The Court stressed that not every economic or indirect benefit associated with property counts as equitable title— especially not the ownership of an interest in an entity that, in turn, owns the property.

C. “Chose in Action” and Partnership Interests

A chose in action is a legal term for an intangible personal property right that must be enforced by legal action (e.g., a right to payment, a right to sue, a right to receive a distribution).
A partner’s rights in a partnership are such a chose in action: the partner has a right to share in profits and receive a distribution upon liquidation, but does not hold title to the partnership’s specific assets.
The partnership itself owns the apartment complex; the partners own partnership interests.

Thus, selling a partnership interest is fundamentally different from selling the underlying real estate: it transfers a bundle of personal rights, not the deed to the land.

D. Entity-Level Transfers vs. Property-Level Transfers

A common planning question is whether changing who owns an entity that holds property can avoid tax consequences that would arise if the property itself were sold. This case makes clear that, under current Oklahoma constitutional and statutory language:

Changing who owns the entity (via partnership-interest transfers, stock sales, or LLC membership transfers) does not by itself amount to a “transfer, change, or conveyance of title” to the property for purposes of the 5% cap.
A deed or comparable instrument that actually transfers legal title to the real estate is the kind of event that lifts the 5% limitation.

VI. Precedents and Authorities Cited

A. Summary Judgment and Interpretation Cases

Crown Energy Co. v. Mid-Continent Cas. Co., 2022 OK 60, 511 P.3d 1064 – cited for the de novo standard of review for summary judgments.
Schiewe v. Cessna Aircraft Co., 2024 OK 19, 546 P.3d 234 – cited for the de novo standard in constitutional and statutory interpretation.
Keating v. Edmondson, 2001 OK 110, 37 P.3d 882; Leo v. Oklahoma Water Res. Bd., 2023 OK 96, 536 P.3d 939 – cited for the principle that legislative intent is derived from the statute as a whole.
Childers v. Arrowood, 2023 OK 74, 541 P.3d 825; Young v. Station 27, Inc., 2017 OK 68, 404 P.3d 829 – cited for harmonizing statutory provisions and avoiding interpretations that create conflicts with the Constitution.

B. Property and Equitable Title Cases

McGinnity v. Kirk, 2015 OK 73, 362 P.3d 186 – illustrates that a buyer under a contract for deed who takes possession acquires equitable title.
Bowls v. Oklahoma City, 1909 OK 149, 104 P. 902 – recognizes that a buyer in possession under a sale contract may be treated as the real owner for taxation.
Cox v. Fowler, 1934 OK 575, 37 P.2d 291 – another equitable-title context case.
Hensley v. State Farm Fire and Cas. Co., 2017 OK 57, 398 P.3d 11 – confirms that execution of a contract for deed and buyer’s possession pass equitable title.
State Life Ins. Co. v. State ex rel. Kehn, 1942 OK 385, 135 P.2d 965 – cited for the proposition that not every contract to sell real property creates equitable title in the purchaser.
Ferrif v. City of Hot Springs, Ark., 82 F.3d 229 (8th Cir. 1996) – cited as a comparative authority recognizing equitable title as a present right to legal title.

C. Partnership Law Cases

Roby v. Day, 1981 OK 122, 635 P.2d 611 – central for the characterization of a partner’s rights as a “chose in action” and clarifying that partnership property belongs to the firm, not the partners.
Perkins v. Okla. Tax Comm’n, 1967 OK 110, 428 P.2d 328 – supports the distinction between partnership property and partners’ personal rights in it.

D. Askins Properties and the 5% Cap

In re Assessments for Year 2005 of Certain Real Prop. Owned by Askins Properties, 2007 OK 25, 161 P.3d 303 – prior interpretation of art. 10, § 8B where a deed transferred legal title from a trust to an LLC owned by the same individuals; the Court focused on equitable continuity and did not allow the Assessor to lift the cap under those circumstances. In Icon, by contrast, there was no deed and no change in the property’s titleholder.

E. Statutory and Regulatory Authorities

Okla. Const. art. 10, §§ 8, 8A, 8B – the constitutional framework for ad valorem taxation and valuation caps.
68 O.S. § 2817.1 – implements the 5% cap and emphasizes that the cap is lifted only when title to the property is transferred, changed, or conveyed, or improvements are made.
68 O.S. § 2802.1(A)(1), (4) – defines “any person” and “transfers, change or conveyance of title,” with the latter being the focus of statutory interpretation in this case.
OAC 710:10-1-3 – Tax Commission rule restating that the valuation cap does not apply in any year when “title to the property is transferred, changed or conveyed.”
54 O.S. § 500-104A(a) and § 500-701A – provisions of Oklahoma’s partnership law establishing limited partnerships as separate entities and characterizing partners’ interests as personal property.

VII. Impact and Implications

A. Direct Impact on Icon and the Assessor

For Icon, the direct result is that the Assessor cannot lawfully disregard the 5% cap on annual valuation increases merely because there was a transfer of partnership interests. On remand, the valuation for the 2023 tax year must reflect a lawful increase— no more than 5% above the prior year’s fair cash value, absent qualifying improvements.

For the Cleveland County Assessor (and, by extension, other county assessors in Oklahoma), the decision marks a clear limit on when the 5% cap can be lifted:

Assessors may not treat entity-level ownership changes (partnership interests, LLC membership interests, corporate stock) as functional equivalents of real property title transfers for purposes of art. 10, § 8B.
To lift the cap, there must be a bona fide transfer, change, or conveyance of title to the real estate itself, typically evidenced by a deed or similar instrument.

B. Broader Implications for Entity Planning and Property Taxation

The decision has wider ramifications:

Entity structures and transfers. Property owners who hold real estate in entities (partnerships, LLCs, corporations) gain confirmation that a transfer of ownership interests in the entity does not, without more, trigger a reset of assessed value under the 5% cap rule. This may influence how transactions are structured—for example, favoring entity-interest transfers over direct deed conveyances when parties are sensitive to property tax consequences.
Legislative policy choices. If the Legislature wishes to treat substantial changes in entity ownership as equivalent to property transfers for ad valorem purposes, it likely must pursue a constitutional amendment or a carefully crafted statutory scheme clearly tied to “title” within the meaning of art. 10, § 8B. The current constitutional language is too explicit to support the expansive interpretation proposed by the Assessor.
Predictability for taxpayers. The decision enhances predictability: owners can better forecast property tax liability knowing that the 5% cap cannot be circumvented by administrative theories that recharacterize indirect ownership changes as title transfers.
Limit on administrative creativity. Assessors and agencies cannot rely on broad, purposive interpretations of “equitable interest” to expand exceptions to valuation caps beyond what the text of the Constitution and statutes clearly allow.

C. Possible Future Litigation Themes

The opinion leaves room for future questions, such as:

Whether more complex arrangements—like installment land contracts, long-term ground leases, or hybrid equity structures— might create equitable title in ways that implicate art. 10, § 8B, when the facts suggest a present, enforceable right to legal title.
How courts will treat other entity conversions or restructurings that involve both deed transfers and ownership changes, especially where related parties are involved and the equitable ownership arguably remains the same.

Nevertheless, the core holding is clear: mere changes in who owns the entity that holds legal title do not, by themselves, lift the 5% cap.

VIII. Conclusion

The Icon at Norman Apartments, LP v. Warr establishes a significant and clear precedent in Oklahoma law:

Transfers of partnership interests—even all of them—are transfers of personal property, a chose in action, not transfers of title to the partnership’s real property.
Under Okla. Const. art. 10, § 8B and its implementing statutes and rules, the 5% cap on annual increases in the fair cash value of non-homestead property cannot be lifted unless title to the property itself is “transferred, changed or conveyed” to another person or qualifying improvements are made.
The statutory phrase “transfers, change or conveyance of title” in § 2802.1(A)(4), though it refers to “any interest, whether legal or equitable,” must be read in harmony with the Constitution as targeting interests in the real property’s title, not intangible ownership interests in entities that own such property.

By vacating the Court of Tax Review’s order and rejecting the Assessor’s expansive reading, the Oklahoma Supreme Court reaffirmed foundational distinctions between:

real property and personal property;
legal title, equitable title, and mere economic interest; and
entity-level ownership changes and actual transfers of real property title.

The decision strengthens taxpayer protections under the 5% valuation cap, curtails aggressive attempts to treat entity restructurings as property transfers for ad valorem purposes, and sets a clear textual and doctrinal framework for future cases at the intersection of partnership law and property taxation in Oklahoma.

Partnership-Interest Transfers Do Not Constitute “Transfers of Title” Under Okla. Const. art. 10, § 8B Commentary on The Icon at Norman Apartments, LP v. Warr, 2025 OK 42