1

SYLLABUS

(This syllabus is not part of the opinion of the Court. It has been prepared by the Office of the Clerk for the 

convenience of the reader. It has been neither reviewed nor approved by the Supreme Court. Please note that, in the 

interest of brevity, portions of any opinion may not have been summarized.)

In re: Princeton Office Park v. Plymouth Park Tax Services, LLC (A-107-11) (069521)

Argued October 21, 2013 -- Reargued February 3, 2014 -- Decided June 25, 2014

PATTERSON, J., writing for a majority of the Court.

In this case, the Court considers a question of law certified by the United States Court of Appeals for the 

Third Circuit pursuant to Rule 2:12A-1. The Third Circuit’s inquiry is whether, under New Jersey law, a tax sale 

certificate purchaser holds a tax lien. 

In 1998, plaintiff Princeton Office Park, L.P. (Princeton Office Park) purchased a 220,000 square foot 

commercial building on thirty-seven acres of land in the Township of Lawrence (Township). Princeton Office Park 

did not satisfy its real estate tax obligation to the Township and by 2005 owed the Township $204,296.79, consisting 

of $192,643.92 in back taxes and $11,652.87 in unpaid penalties. On December 19, 2005, exercising the authority 

granted to it by N.J.S.A. 54:5-19, the Township conducted a public auction of municipal tax liens. Defendant 

Plymouth Park Tax Services, LLC (Plymouth Park) bid on a tax sale certificate for Princeton Office Park’s property. 

Plymouth Park agreed to take a zero percent interest rate on the certificate, and to pay $204,296.79 for the taxes and 

penalties due on the property, plus a $600,100.00 premium and $100.00 to cover the cost of the sale. The Township 

issued a tax sale certificate to Plymouth Park. Pursuant to N.J.S.A. 54:5-58, Princeton Office Park was required to 

pay $204,396.79 to redeem the certificate. 

As the owner of the tax sale certificate following the public auction, Plymouth Park paid municipal real 

estate taxes and charges for Princeton Office Park’s property through the second quarter of 2008. Pursuant to 

N.J.S.A. 54:4-67 and N.J.S.A. 54:5-6, the redemption amount accrued interest at a rate of eighteen percent following 

the sale. On December 18, 2007, Plymouth Park filed a tax lien foreclosure action against Princeton Office Park in 

the Chancery Division, seeking to enjoin Princeton Office Park from exercising any right of redemption of the 

certificate, and requesting a declaration that Plymouth Park was the owner in fee simple of the disputed property. 

On June 6, 2008, the Chancery Division established a deadline by which Princeton Office Park could redeem the 

certificate and set the redemption amount at $1,012,188.80. 

On September 9, 2008, while Plymouth Park’s foreclosure action was pending in the Chancery Division, 

Princeton Office Park filed a voluntary Chapter 11 bankruptcy petition in the United States Bankruptcy Court for 

the District of New Jersey. Princeton Office Park then filed its Plan of Reorganization and, among other provisions, 

the Plan envisioned Princeton Office Park’s execution of a note and mortgage, securing its obligation to Plymouth 

Park with interest accrued at a rate of six percent beginning on the Plan’s effective date. On July 13, 2009, 

Plymouth Park objected to Princeton Office Park’s Plan of Reorganization. It asserted that it had obtained a tax lien 

under New Jersey law, and that because the rate of interest governing “tax claims” is “determined under applicable 

nonbankruptcy law,” 11 U.S.C.A. § 511(a), the Bankruptcy Court was not authorized to reduce the statutory rate of 

eighteen percent to the six percent interest rate requested by Princeton Office Park. The parties thus framed the 

question that is now before this Court: whether by virtue of its purchase of the tax sale certificate, Plymouth Park 

acquired a tax lien. 

The United States Bankruptcy Court ruled in favor of Princeton Office Park. In re Princeton Office Park, 

L.P., 423 B.R. 795, 797 (Bankr. D.N.J. 2010). Reasoning that the municipality had not assigned or subrogated its 

rights to Plymouth Park, the court determined that Plymouth Park’s lien did not constitute a tax lien. The court held, 

accordingly, that the tax sale certificate did not transfer a tax claim and granted Princeton Office Park’s motion for 

partial summary judgment. The United States District Court for the District of New Jersey affirmed, substantially 
2

adopting the reasoning of the United States Bankruptcy Court. The District Court characterized the tax sale 

certificate holder’s lien to be one that secures the property owner’s obligation to pay the redemption amount, and not 

as an interest rooted in the obligation to pay taxes to the municipality. 

Plymouth Park appealed to the United States Court of Appeals for the Third Circuit. Following oral 

argument, the Third Circuit invoked Rule 2:12A to raise a question that it considered to be “an important and 

unresolved question concerning the type of lien acquired by a purchaser of a tax certificate under New Jersey law.” 

The Third Circuit noted that the Bankruptcy Court and District Court had relied upon non-precedential opinions of 

New Jersey state courts in determining that “the purchase of a tax sale certificate extinguishes the underlying tax 

claim.” The Third Circuit posed the following question to this Court: “Whether, under New Jersey law, a tax sale 

certificate purchaser holds a tax lien.” On May 1, 2012, this Court entered an order accepting the question as 

certified, pursuant to Rule 2:12A. 

HELD: The Court answers the Third Circuit’s certified question in the affirmative: The purchaser of a tax sale 

certificate possesses a tax lien on the encumbered property. 

1. The Tax Sale Law confers on a municipality that is owed real estate taxes “‘a continuous lien on the land’ for the 

delinquent amount as well as for ‘all subsequent taxes, interest, penalties and costs of collection.’” Simon v. 

Cronecker, 189 N.J. 304, 318 (2007) (quoting N.J.S.A. 54:5-6). “The Tax Sale Law converts that lien into a stream 

of revenue by encouraging the purchase of tax certificates on tax-dormant properties.” Ibid. After providing notice 

to the public and the property owner, the municipality may sell the certificate at a public auction. Pursuant to 

N.J.S.A. 54:5-32, an investor includes in its bid the rate of interest that it is willing to accept upon redemption of the 

certificate. The winning bidder is the investor who “will purchase the property, subject to redemption at the lowest 

rate of interest, but in no case in excess of 18% per annum.” N.J.S.A. 54:5-32. The successful bidder’s purchase of 

a tax sale certificate “does not divest the delinquent owner of his title to the land.” Twp. of Jefferson v. Block 447A, 

Lot 10, 228 N.J. Super. 1, 4 (App. Div. 1988). Instead, the sale operates as “a conditional conveyance of the 

property to the purchaser, subject to a person with an interest in the property having the right to redeem the 

certificate, as prescribed by statute.” Simon, supra, 189 N.J. at 318 (citing N.J.S.A. 54:5-31 to -32, -46). By virtue 

of a foreclosure, however, the purchaser of the tax sale certificate may become “the owner of the property in fee 

simple.” Ibid (citing N.J.S.A. 54:5-87). (pp. 11-16)

2. The legislative purpose of the Tax Sale Law is to “aid municipalities in raising revenue,” by attracting “third 

parties to the opportunity to acquire . . . property.” Bron v. Weintraub, 42 N.J. 87, 91-92 (1964). In short, “[t]he 

purpose of the Tax Sale Law is to enhance the collection of taxes.” Simon v. Rando, 374 N.J. Super. 147, 152 (App. 

Div. 2005), aff’d, 189 N.J. 339, 344-45 (2007). The Third Circuit’s certified question requires that the Court 

classify the lien held by a purchaser of a tax sale certificate. As a general principle, “[a] lien is defined as a charge 

upon real or personal property for the satisfaction of some debt or duty.” Sargeant Bros. v. Brancati, 107 N.J.L. 84, 

87 (E & A 1930). The lien is thus premised upon an underlying debt. The Court looks to the Legislature’s language 

to define that lien, and the debt from which it derives. The Court premises its construction of the Tax Sale Law on 

five statutory provisions: N.J.S.A. 54:5-6, which defines the municipality’s continuous tax lien; N.J.S.A. 54:5-42, 

which provides that the lien is conveyed to the purchaser of a tax sale certificate; N.J.S.A. 54:5-54, which uses the 

term “tax lien certificate” to describe a tax sale certificate; N.J.S.A. 54:5-43, which recognizes the purchaser’s 

compensable “interest in the tax;” and N.J.S.A. 54:4-67, which provides that the tax delinquency survives the 

issuance of a certificate. The plain language of these provisions confirms that the debt underlying a certificate 

holder’s lien is the property owner’s obligation to pay taxes, and that the lien conferred with the certificate is a tax 

lien. Moreover, this statutory language reflects the Legislature’s intent that a property owner’s tax delinquency 

survive the sale of a tax certificate, and that the certificate holder will hold a lien that is based on that delinquency. 

(pp. 16-26) 

CHIEF JUSTICE RABNER and JUDGE CUFF (temporarily assigned) filed a separate, DISSENTING

opinion, stating that they dissent for the reasons expressed in Judge Kaplan’s opinion. In re Princeton Office Park, 

L.P., 423 B.R. 795 (Bankr. D.N.J. 2010). 

JUSTICES LaVECCHIA, ALBIN, FERNANDEZ-VINA, and JUDGE RODRÍGUEZ (temporarily 
3

assigned) join in JUSTICE PATTERSON’s opinion. CHIEF JUSTICE RABNER and JUDGE CUFF 

(temporarily assigned) filed a separate, dissenting opinion. 
1

SUPREME COURT OF NEW JERSEY

A-107 September Term 2011

069521

IN RE: PRINCETON OFFICE PARK, 

LP,

Plaintiff-Respondent,

v.

PLYMOUTH PARK TAX SERVICES, 

LLC,

Defendant-Appellant.

Argued October 21, 2013 

Reargued February 3, 2014 – Decided June 25, 2014

On appeal from the United States District 

Court, District of New Jersey.

Stephen B. McNally argued the cause for 

appellant (McNally & Associates, attorneys; 

Lauren Busche, of counsel).

Lawrence S. Berger argued the cause for 

respondent (Berger & Bornstein and Norris 

McLaughlin & Marcus, attorneys; Mr. Berger

and Morris S. Bauer, of counsel; Mr. Berger, 

Mr. Bauer, and Robert A. Bornstein, on the 

briefs).

Keith A. Bonchi argued the cause for amici

curiae New Jersey State League of 

Municipalities, Tax Collectors and 

Treasurers Association of New Jersey, 

Township of Lawrence, and Northeast Regional 

Tax Collectors and Treasurers Association 

(Goldenberg, Mackler, Sayegh, Mintz, 

Pfeffer, Bonchi & Gill, attorneys; Mr. 

Bonchi and Rachelle J. Armbruster, on the 

briefs).
2

Adam D. Greenberg argued the cause for 

amicus curiae National Tax Lien Association, 

Inc. (Honig & Greenberg and Taylor and 

Keyser, attorneys; Mr. Greenberg and Robert 

W. Keyser, on the brief). 

JUSTICE PATTERSON delivered the opinion of the Court.

In this case, the Court considers a question of law 

certified by the United States Court of Appeals for the Third 

Circuit pursuant to Rule 2:12A-1. The Third Circuit’s inquiry 

is whether, under New Jersey law, a tax sale certificate 

purchaser holds a tax lien. Construing the plain language of 

several provisions of the Tax Sale Law, N.J.S.A. 54:5-1 to -137, 

in accordance with the statute’s purpose to promote the sale of 

tax sale certificates as a source of municipal revenue, we hold 

that the purchaser of a tax sale certificate possesses a tax 

lien on the encumbered property. Accordingly, we respond to the 

Third Circuit’s inquiry in the affirmative.

I.

The Third Circuit’s certified question is posed in the 

setting of a record in which the facts are undisputed. In 1998,

plaintiff Princeton Office Park, L.P. (Princeton Office Park) 

purchased a 220,000 square foot commercial building on thirtyseven acres of land in the Township of Lawrence. Princeton 

Office Park did not satisfy its real estate tax obligation to 
3

the Township of Lawrence. By 2005, Princeton Office Park owed 

the Township of Lawrence $204,296.79, consisting of $192,643.92 

in back taxes and $11,652.87 in unpaid penalties.

On December 19, 2005, exercising the authority granted to 

it by N.J.S.A. 54:5-19, the Township of Lawrence conducted a 

public auction of municipal tax liens. Defendant Plymouth Park 

Tax Services, LLC (Plymouth Park) bid on a tax sale certificate 

for Princeton Office Park’s property. Plymouth Park agreed to 

accept a zero percent interest rate on the certificate, and to 

pay $204,296.79 for the taxes and penalties due on the property 

-- the entire amount of Princeton Park’s outstanding real estate 

taxes -- plus a $600,100.00 premium and $100.00 to cover the 

cost of the sale. Consistent with the provisions of N.J.S.A.

54:5-32, which designates as the winning bidder the party that 

commits to accept the lowest interest rate on the tax 

certificate not to exceed eighteen percent, the Township of 

Lawrence issued a tax sale certificate to Plymouth Park. 

N.J.S.A. 54:5-32. Under the terms set forth in the tax sale 

certificate, and pursuant to N.J.S.A. 54:5-58, Princeton Office 

Park was required to pay $204,396.79 to redeem the certificate.

As the owner of the tax sale certificate following the 

public auction, Plymouth Park paid municipal real estate taxes

and charges for Princeton Office Park’s property through the
4

second quarter of 2008. By operation of N.J.S.A. 54:5-6, 

Plymouth Park’s additional payments were added to the sum 

required for Princeton Office Park to redeem the tax sale 

certificate owned by Plymouth Park. Pursuant to N.J.S.A. 54:4-

67 and N.J.S.A. 54:5-6, the redemption amount accrued interest 

at a rate of eighteen percent following the sale. 

On December 18, 2007, Plymouth Park filed a tax lien 

foreclosure action against Princeton Office Park in the Chancery 

Division, seeking to enjoin Princeton Office Park from 

exercising any right of redemption of the certificate, and 

requesting a declaration that Plymouth Park was the owner in fee 

simple of the disputed property.1 On June 6, 2008, the Chancery 

Division entered an order establishing a deadline by which 

Princeton Office Park could redeem the certificate. The court

determined that the total amount that Princeton Office Park was 

required to pay to redeem the certificate was $1,012,188.80. 

On September 9, 2008, while Plymouth Park’s foreclosure 

action was pending in the Chancery Division, Princeton Office 

Park filed a voluntary Chapter 11 bankruptcy petition, pursuant 

to 11 U.S.C.A. § 1101 to 1174, in the United States Bankruptcy 

Court for the District of New Jersey. On October 29, 2008, 

 

1 The named plaintiff in the Chancery Division action was 

“Wachovia CUST for Plym Pk Tax Srvs.” The record does not 

reveal the relationship between that entity and Plymouth Park.
5

Plymouth Park filed an initial proof of claim in the Bankruptcy 

Court, citing “taxes” as the basis for its claim. Following an 

amendment, Plymouth Park’s proof of claim sought $1,155,487.81.

According to Plymouth Park’s amended proof of claim, this figure

represented the amount that Plymouth Park had paid for the tax 

sale certificate, the post-sale tax payments made to the 

Township of Lawrence, other penalties, and the accrued postpetition interest calculated at the rate of eighteen percent as 

authorized by N.J.S.A. 54:4-67 and N.J.S.A. 54:5-6.

On June 10, 2009, Princeton Office Park filed its Plan of 

Reorganization in the Bankruptcy Court. Among other provisions, 

the Plan of Reorganization envisioned Princeton Office Park’s 

execution of a note and mortgage, securing its obligation to 

Plymouth Park with interest accrued at a rate of six percent

beginning on the Plan’s effective date. 

On July 13, 2009, Plymouth Park objected to Princeton 

Office Park’s Plan of Reorganization. It asserted that it had 

obtained a tax lien under New Jersey law, and that because the 

rate of interest governing “tax claims” is “determined under 

applicable nonbankruptcy law,” 11 U.S.C.A. § 511(a), the 

Bankruptcy Court was not authorized to reduce the statutory rate 

of eighteen percent to the six percent interest rate requested 

by Princeton Office Park. The parties thus framed the question
6

that is now before this Court: whether by virtue of its purchase 

of the tax sale certificate, Plymouth Park acquired a tax lien. 

The United States Bankruptcy Court ruled in favor of 

Princeton Office Park. In re Princeton Office Park, L.P., 423 

B.R. 795, 797 (Bankr. D.N.J. 2010). Noting that a tax lien is 

described in 11 U.S.C.A. § 724(b) of the Bankruptcy Code as a 

lien that “secures an allowed claim for a tax,” the Bankruptcy 

Court concluded that Plymouth did “not possess an allowed claim 

for taxes” because the underlying taxes owed by Princeton Office 

Park to the Township of Lawrence had been paid, and Plymouth 

Park had no authority to assess or collect taxes. Id. at 801. 

Reasoning that the municipality had not assigned or subrogated 

its rights to Plymouth Park, the court determined that Plymouth 

Park’s lien did not constitute a tax lien. Id. at 805-06. The 

court held, accordingly, that the tax sale certificate did not 

transfer a tax claim. Id. at 808. The Bankruptcy Court granted 

Princeton Office Park’s motion for partial summary judgment. 

Ibid. 

The United States District Court for the District of New 

Jersey affirmed, substantially adopting the reasoning of the 

United States Bankruptcy Court. The District Court construed 

the Tax Sale Law to confer on the purchaser of a tax sale 

certificate a lien, but not a lien that would permit the holder 
7

of the certificate to collect unpaid taxes owed to the 

municipality. It determined that a 1997 amendment to N.J.S.A.

54:4-67, which provides that a tax delinquency persists after a 

tax certificate sale, did not bolster Plymouth Park’s contention 

that it held a tax lien, because that amendment was held 

unconstitutional by the Tax Court in Ramos v. Passaic City, 19

N.J. Tax 97, 104 (Tax 2000). The District Court characterized 

the tax sale certificate holder’s lien to be one that secures 

the property owner’s obligation to pay the redemption amount, 

and not as an interest rooted in the obligation to pay taxes to 

the municipality. It acknowledged that its ruling could reduce 

demand for tax sale certificates and thus constrain 

municipalities from raising revenue, but concluded that that was 

a matter for the Legislature to resolve.

Plymouth Park appealed to the United States Court of 

Appeals for the Third Circuit. Following oral argument, the 

Third Circuit invoked Rule 2:12A to raise a question that it 

considered to be “an important and unresolved question 

concerning the type of lien acquired by a purchaser of a tax 

certificate under New Jersey law.” The Third Circuit observed 

that N.J.S.A. 54:4-67 provides that a property owner’s tax 

delinquency is not extinguished by the issuance of a tax sale 

certificate. It noted that the Bankruptcy Court and District 
8

Court had relied upon non-precedential opinions of New Jersey 

state courts in determining that “the purchase of a tax sale 

certificate extinguishes the underlying tax claim.” The Third 

Circuit posed the following question to this Court: “Whether, 

under New Jersey law, a tax sale certificate purchaser holds a 

tax lien.” 

On May 1, 2012, this Court entered an order accepting the 

question as certified, pursuant to Rule 2:12A.2

II.

Plymouth Park argues that the holder of a tax sale 

certificate acquires a tax lien under New Jersey law. It 

disputes the conclusion of the Bankruptcy Court and the District 

Court that real property taxes should be deemed satisfied when a 

municipality is paid by the holder of a tax sale certificate, 

contending that N.J.S.A. 54:5-42 and -46 effect a conveyance of 

a lien that is indivisible from the underlying tax debt. Citing 

N.J.S.A. 54:4-67, Plymouth Park asserts that taxes owed to a 

municipality constitute an in rem obligation that persists after 

 

2 At reargument on February 3, 2014, the parties informed the 

Court that on January 31, 2014, the Bankruptcy Court had held 

that Plymouth Park’s tax sale certificate is subject to 

forfeiture pursuant to N.J.S.A. 54:5-63.1, and voided its lien 

on Princeton Office Park’s property pursuant to 11 U.S.C.A. §

506(d). The Court, however, has not been advised by the Third 

Circuit that the Bankruptcy Court’s forfeiture decision affects 

the certified question.
9

the tax sale certificate is sold, rather than an in personam 

obligation of the taxpayer. It argues that case law has not 

abrogated N.J.S.A. 54:4-67’s provision that a municipal tax 

delinquency survives the conveyance of a tax sale certificate 

and the certificate holder’s payment of taxes.

Princeton Office Park counters that the lien held by the 

purchaser of a tax sale certificate secures the purchaser’s 

investment in the certificate, the interest that accrues in 

accordance with the purchaser’s bid, and other sums authorized 

by statute, but not the payment of taxes. It differentiates 

municipal liens from tax sale certificates on the basis that,

after the sale is conducted, and the outstanding real estate 

taxes are paid, the private purchaser of the certificate has a 

more limited interest than the municipality. Princeton Office 

Park characterizes the conveyance of the tax sale certificate as 

a loan, noting that when the certificate is redeemed, the 

purchaser is repaid the amount that it paid on outstanding real 

estate taxes. Princeton Office Park disputes Plymouth Park’s 

reliance on N.J.S.A. 54:4-67. It argues that the “delinquency” 

preserved after a tax sale certificate is conveyed refers only 

to the interest and discount authority granted by statute to the 

municipality.
10

Amici curiae New Jersey State League of Municipalities, Tax 

Collectors and Treasurers Association of New Jersey, the 

Township of Lawrence, and Northeast Regional Tax Collectors and 

Treasurers Association argue that the Tax Sale Law clearly 

establishes that the holder of a tax sale certificate holds a 

tax lien. They characterize the lien held by the owner of a tax 

sale certificate to be closely analogous to a lien held by a 

municipality or a third party. Amici assert that the purpose of 

the Tax Sale Law is to make tax sale certificates an attractive 

investment in order to permit municipalities to raise revenue, 

and that the statute should be construed accordingly to confer 

on the holder of a certificate a tax lien that is exempt from 

the interest rate reduction that would otherwise be authorized 

by the Bankruptcy Code.

Amicus curiae National Tax Lien Association, Inc. (NTLA) 

contends that the Bankruptcy Court and District Court decisions 

would, if affirmed, effectively eliminate the New Jersey market 

for tax sale certificates. It asserts that investors typically 

borrow money to purchase tax sale certificates, and that

limiting the interest rates available to them would chill the 

demand for the certificates. NTLA relies upon N.J.S.A. 54:4-67, 

arguing that the tax delinquency survives the certificate 

holder’s payment of the real estate taxes, and contends that 
11

municipal liens and liens acquired by virtue of the purchase of 

tax sale certificates differ only in minor respects. NTLA urges 

the Court to hold that the owner of a tax sale certificate 

acquires a tax lien.

III.

We begin by reviewing the statutory scheme for the purchase 

and sale of tax sale certificates. The Tax Sale Law serves “as 

a framework to facilitate the collection of property taxes.” 

Varsolona v. Breen Capital Servs. Corp., 180 N.J. 605, 620 

(2004) (citing Dvorkin v. Twp. of Dover, 29 N.J. 303, 309 

(1959)). It confers on a municipality that is owed real estate 

taxes “‘a continuous lien on the land’ for the delinquent amount 

as well as for ‘all subsequent taxes, interest, penalties and 

costs of collection.’” Simon v. Cronecker, 189 N.J. 304, 318 

(2007) (quoting N.J.S.A. 54:5-6). “The Tax Sale Law converts 

that lien into a stream of revenue by encouraging the purchase 

of tax certificates on tax-dormant properties.” Ibid. By 

authorizing the sale of liens in a commercial market, the Tax 

Sale Law gives rise to “a municipal financing option that 

provides a mechanism to transform a non-performing asset into 

cash without raising taxes.” Varsolona, supra, 180 N.J. at 610. 
12

The Tax Sale Law sets forth the procedure by which tax sale 

certificates are generated, purchased, and sold.3 The 

certificate, drafted by an official designated by the 

municipality, verifies “the taxes, assessments or other 

municipal liens or charges, levied or assessed against the 

property described in the application” as of the certificate’s 

effective date. N.J.S.A. 54:5-11, -12. After providing notice 

to the public and the property owner as required by N.J.S.A.

54:5-26 and -27, the municipality may sell the certificate at a 

public auction. 

Pursuant to N.J.S.A. 54:5-32, an investor includes in its 

bid the rate of interest that it is willing to accept upon 

redemption of the certificate. N.J.S.A. 54:5-32. The winning 

bidder is the investor who “will purchase the property, subject 

to redemption at the lowest rate of interest, but in no case in 

excess of 18% per annum.” N.J.S.A. 54:5-32. The statute 

authorizes bidders who are willing to accept redemption “at a 

 

3 The original Tax Sale Law was enacted in 1918. L. 1918 c. 237. 

The sponsor’s statement appended to the original bill stated 

that the act was “intended to revise the procedure for tax 

sales” that were “scattered throughout many different acts, and 

to provide a uniform and simple procedure for the enforcement of 

all classes of delinquent municipal arrears, in order that the 

municipality may get its money without difficulty or question, 

with the least burden on the property owner, consistent with 

fair protection to the purchaser at a tax sale.” Assemb. 52 

(Sponsor’s Statement), 142d Leg. (1918).
13

rate of interest less than 1%, or at no interest,” to offer to 

pay “a premium over and above the amount of taxes, assessments 

or other charges . . . due the municipality.” N.J.S.A. 54:5-32.4 

“[T]he property [is] struck off and sold to the bidder who 

offers to pay the amount of such taxes, assessments or charges, 

plus the highest amount of premium.” N.J.S.A. 54:5-32.

The successful bidder’s purchase of a tax sale certificate 

“does not divest the delinquent owner of his title to the land.” 

Twp. of Jefferson v. Block 447A, Lot 10, 228 N.J. Super. 1, 4 

(App. Div. 1988). Instead, the sale operates as “a conditional 

conveyance of the property to the purchaser, subject to a person 

with an interest in the property having the right to redeem the 

certificate, as prescribed by statute.” Simon, supra, 189 N.J.

at 318 (citing N.J.S.A. 54:5-31 to -32, -46). The purchaser 

acquires an 

inchoate interest [that] consists of three 

rights: the right to receive the sum paid 

for the certificate with interest at the 

redemption rate for which the property was 

sold; the right to redeem from the holder a 

 

4 If such a premium is a component of an accepted bid, it is 

“held by the collector and returned to the purchaser of the fee 

if and when redemption is made.” N.J.S.A. 54:5-33. If the 

certificate is not redeemed within five years of the date of 

sale, the premium payment is “turned over to the treasurer of 

the municipality.” N.J.S.A. 54:5-33. That five-year period is 

“extended for each day that the foreclosure action is precluded” 

by a petition for bankruptcy filed by the property owner. 

N.J.S.A. 54:5-33.
14

subsequently issued tax sale certificate;

and the right to acquire title by 

foreclosing the equity of redemption of all 

outstanding interests, including that of the 

property owner. 

[Varsolona, supra, 180 N.J. at 618 (citing 

Twp. of Jefferson, supra, 228 N.J. Super. at 

4-5).]

The right to acquire title by foreclosure is asserted in the 

Superior Court, which may enter final judgment “to foreclose all 

prior or subsequent alienations and descents of the lands and 

encumbrances thereon, except subsequent municipal liens, and to 

adjudge an absolute and indefeasible estate of inheritance in 

fee simple, to be vested in the purchaser.” N.J.S.A. 54:5-87; 

Town of Phillipsburg v. Block 1508, Lot 12, 380 N.J. Super. 159, 

163 (App. Div. 2005). Thus, by virtue of foreclosure, the 

purchaser of the tax sale certificate may become “the owner of 

the property in fee simple.” Simon, supra, 189 N.J. at 318 

(citing N.J.S.A. 54:5-87).

The issue raised by this case -- whether the lien created 

by the conveyance of a tax sale certificate is a tax lien --

arises from language that appears in 11 U.S.C.A. § 511 of the 

Bankruptcy Code. In a plan of reorganization, a bankruptcy 

court overseeing the confirmation of a Chapter 11 reorganization 

plan may in appropriate settings reduce, or “cram down,” the 

rate of interest to be paid by a debtor to a creditor. See 11 
15

U.S.C.A. § 1129(b); Till v. SCS Credit Corp., 541 U.S. 465, 473-

80, 124 S. Ct. 1951, 1958-61, 158 L. Ed. 2d 787, 797-800 (2004) 

(adopting “formula approach” to determine “cram down” interest 

rate in Chapter 13 bankruptcy proceedings governed by 11 

U.S.C.A. 1325(a)(5)(B)); In re Tex. Grand Prairie Hotel Realty, 

L.L.C., 710 F.3d 324, 333 (5th Cir. 2013) (noting that “the vast 

majority of bankruptcy courts” have elected to follow Till

formula for “cram down” determinations in Chapter 11 context);

In re Cantwell, 336 B.R. 688, 690-93 (Bankr. D.N.J. 2006) 

(applying principles from United States Supreme Court’s analysis 

in Till in determination of “cram down” interest rates in 

Chapter 11 setting governed by 11 U.S.C.A. § 1129). The

Bankruptcy Code, however, specifically excludes a “tax claim” 

from the “cram down” procedure authorized by 11 U.S.C.A. §

1129(b) and case law. 11 U.S.C.A. § 511(a) provides:

If any provision of this title requires the 

payment of interest on a tax claim or on an 

administrative expense tax, or the payment 

of interest to enable a creditor to receive 

the present value of the allowed amount of a 

tax claim, the rate of interest shall be the 

rate determined under applicable 

nonbankruptcy law.

[11 U.S.C.A. § 511(a).] 
16

In light of this limitation on the Bankruptcy Court’s authority 

to “cram down” interest rates if the claim at issue is a tax 

claim, the Third Circuit has posed its certified question. 

IV.

In our interpretation of the Tax Sale Law, we are guided by 

established principles of statutory construction. “When 

interpreting statutory language, the goal is to divine and 

effectuate the Legislature’s intent.” State v. Shelley, 205 

N.J. 320, 323 (2011). In so doing, “‘words and phrases shall be 

read and construed with their context, and shall, unless 

inconsistent with the manifest intent of the legislature or 

unless another or different meaning is expressly indicated, be 

given their generally accepted meaning, according to the 

approved usage of the language.’” Livsey v. Mercury Ins. Grp., 

197 N.J. 522, 530 (2009) (quoting In re Liquidation of Integrity 

Ins. Co., 193 N.J. 86, 94 (2007); N.J.S.A. 1:1-1). “To 

accomplish that, we read the statutes in their entirety and 

construe ‘each part or section . . . in connection with every 

other part or section to provide a harmonious whole.’” State v. 

Marquez, 202 N.J. 485, 499 (2010) (alteration in original)

(quoting Bedford v. Riello, 195 N.J. 210, 224 (2008)). 

“When the Legislature’s chosen words lead to one clear and 

unambiguous result, the interpretative process comes to a close, 
17

without the need to consider extrinsic aids.” Shelley, supra, 

205 N.J. at 323. A court “seek[s] out extrinsic evidence, such 

as legislative history, for assistance when statutory language 

yields ‘more than one plausible interpretation.’” Id. at 323-24 

(quoting DiProspero v. Penn, 183 N.J. 477, 492 (2005)); see also

Patel v. N.J. Motor Vehicle Comm’n, 200 N.J. 413, 419 (2009) 

(stating that “if there is ambiguity in the statutory language 

that leads to more than one plausible interpretation, [a court] 

may turn to extrinsic evidence, including legislative history, 

committee reports, and contemporaneous construction, for further 

assistance in [its] interpretative task” (internal quotation 

marks omitted)). A court “may also turn to extrinsic guides if 

a literal reading of the statute would yield an absurd result, 

particularly one at odds with the overall statutory scheme.” 

Wilson v. City of Jersey City, 209 N.J. 558, 572 (2012). 

In accordance with those principles, we construe the 

relevant provisions of the Tax Sale Law. The statute is a 

“remedial statute . . . [to be] liberally construed to 

effectuate the remedial objects thereof.” N.J.S.A. 54:5-3. The 

legislative purpose is to “aid municipalities in raising 

revenue,” by attracting “third parties to the opportunity to 

acquire . . . property.” Bron v. Weintraub, 42 N.J. 87, 91-92 

(1964); see also In re Curry, 493 B.R. 447, 451 (Bankr. D.N.J. 
18

2013) (stating that certain “provisions of the Tax Sale Law make 

it evident that the process created by the statute has but one 

goal -- the collection of taxes”); Lonsk v. Pennefather, 168

N.J. Super. 178, 182 (App. Div. 1979) (noting that “the public

policy in this State is to encourage tax sale foreclosure so as

to assist municipalities in the collection of delinquent

taxes”). In short, “[t]he purpose of the Tax Sale Law is to 

enhance the collection of taxes.” Simon v. Rando, 374 N.J. 

Super. 147, 152 (App. Div. 2005), aff’d, 189 N.J. 339, 344-45 

(2007); see Varsolona, supra, 180 N.J. at 617-18; In re Kopec, 

473 B.R. 597, 600-01 (Bankr. D.N.J. 2012).

The Third Circuit’s certified question requires that we 

classify the lien held by a purchaser of a tax sale certificate. 

As a general principle, “[a] lien is defined as a charge upon 

real or personal property for the satisfaction of some debt or 

duty.” Sargeant Bros. v. Brancati, 107 N.J.L. 84, 87 (E & A 

1930) (internal quotation marks omitted); see Chase Manhattan 

Mortg. Corp. v. Spina, 325 N.J. Super. 42, 48-49 (Ch. Div. 1998)

(“The word lien is a generic term that includes in its 

definition any claim, encumbrance, or charge on property for 

payment of some debt, obligation or duty whether acquired by 

contract or by operation of law.” (internal quotation marks 

omitted)), aff’d sub nom., Chase Manhattan Mortg. Corp. v. 
19

Heritage Square Ass’n, 325 N.J. Super. 1, 2 (App. Div. 1999).

The lien is thus premised upon an underlying debt. We look to 

the Legislature’s language to define that lien, and the debt 

from which it derives.

In five statutory provisions, the Legislature has offered 

substantial guidance on this issue. First, N.J.S.A. 54:5-6 

provides that “[t]axes on lands shall be a continuous lien on 

the land on which they are assessed and all subsequent taxes, 

interest, penalties and costs of collection which thereafter 

fall due or accrue shall be added to and be a part of such 

initial lien.” N.J.S.A. 54:5-6. Second, the continuous lien is 

conveyed to the holder of a tax sale certificate by operation of 

N.J.S.A. 54:5-42, which provides that “[w]hen a sale is made in 

the enforcement of a municipal lien, the lien shall pass, with 

the title, to the purchaser, and if the sale shall be set aside 

for defect in the proceedings to sell, the lien shall be thereby 

continued.” N.J.S.A. 54:5-42; see also Varsolona, supra, 180 

N.J. at 618. As the Appellate Division held in Savage v. 

Weissman, a tax sale certificate does not give rise to an 

outright conveyance of the property, but rather creates “a lien 

on the premises and conveys the lien interest of the taxing 

authority.” 355 N.J. Super. 429, 436 (App. Div. 2002); see also

Twp. of Jefferson, supra, 228 N.J. Super. at 4 (noting that 
20

“[t]he certificate holder succeeds to the lien interest of the 

taxing district”). The purchaser of a tax sale certificate thus 

acquires a lien formerly held by the municipality’s taxing 

authority, derived from the property owner’s obligation to pay 

real estate taxes. 

Third, in N.J.S.A. 54:5-54, the Legislature identified as 

one of the parties entitled to redeem a tax sale certificate the 

holder of a “prior outstanding tax lien certificate.” The 

Legislature used “tax lien certificate” as an alternative term 

for “tax sale certificate.” That section provides in part:

Except as hereinafter provided, the owner, 

his heirs, holder of any prior outstanding 

tax lien certificate, mortgagee, or occupant 

of land sold for municipal taxes, assessment 

for benefits pursuant to [N.J.S.A.] 54:5-7 

or other municipal charges, may redeem it at 

any time until the right to redeem has been 

cut off in the manner in this chapter set 

forth, by paying to the collector, or to the 

collector of delinquent taxes on lands of 

the municipality where the land is situate, 

for the use of the purchaser, his heirs or 

assigns, the amount required for redemption 

as hereinafter set forth.

[N.J.S.A. 54:5-54 (emphasis added).]

The Legislature’s interchangeable use of the terms “tax 

lien certificate” and “tax sale certificate” is evidence of its 

intent. See, e.g., Perez v. Rent-A-Center, Inc., 186 N.J. 188, 

212 (2006) (noting, in context of Retail Installment Sales Act, 
21

that “the terms interest and time price differential are used 

interchangeably” and have been given equivalent meaning). 

N.J.S.A. 54:5-54 thus evinces a legislative intent to confer on 

the certificate owner a “tax lien.” 

A fourth provision further indicates that the tax sale 

certificate purchaser acquires a lien derived from the property 

owner’s obligation to pay taxes to the municipality. N.J.S.A.

54:5-43, which prescribes the procedure to be followed in the 

event that the sale of a certificate is set aside, provides in 

part:

If the sale shall be set aside, the 

municipality shall refund to the purchaser 

the price paid by him on the sale, with 

lawful interest, upon his assigning to the 

municipality the certificate of sale and all 

his interest in the tax, assessment or other 

charges and in the municipal lien therefor, 

and the municipality may readvertise and 

sell if the municipal lien remains in force.

[N.J.S.A. 54:5-43 (emphasis added)]. 

That statutory language -- acknowledging that the holder of 

a certificate has an “interest in the tax” and “the municipal 

lien therefor” -- demonstrates that the certificate’s owner

holds a tax lien based on a tax debt, not another form of lien 

independent of the property owner’s obligation to pay taxes.

See Kopec, supra, 473 B.R. at 601 (stating that N.J.S.A. 54:5-

43’s “language strongly suggests that the claim of the holder of 
22

a tax sale certificate is based on the underlying tax”); Curry,

supra, 493 B.R. at 450 (“As the purpose of a lien is to secure 

payment of a debt, logically the debt owed to the taxing 

authority is conveyed as well.”). We find that N.J.S.A. 54:5-43

provides compelling evidence of legislative intent.

A fifth provision, N.J.S.A. 54:4-67, rebuts property owner 

Princeton Office Park’s argument that a tax sale certificate 

holder’s lien is not a tax lien because a tax lien cannot

survive the payment of real estate taxes owed to the 

municipality. N.J.S.A. 54:4-67 governs the discounts that a 

municipality may give if real estate taxes are paid prior to 

delinquency, and determines the interest that may be charged on 

delinquent taxes. N.J.S.A. 54:4-67. In accordance with a 1994 

amendment to N.J.S.A. 54:4-67, a property owner’s tax 

“delinquency” survives, despite the sale of a tax sale 

certificate. L. 1994, c. 32, § 4.5 Under a 1997 amendment, a 

 

5 The 1994 amendment to N.J.S.A. 54:4-67 was a legislative 

response to a Tax Court decision, Freehold Office Park, Ltd. v. 

Twp. of Freehold, in which the Tax Court held that real estate 

taxes should be considered paid when the municipality receives 

the proceeds from a tax sale certificate for purposes of 

determining, pursuant to N.J.S.A. 54:3-27, whether the property 

owner is authorized to institute a tax appeal. 12 N.J. Tax 433, 

440-41 (Tax 1992). N.J.S.A. 54:3-27 codifies the principle of 

“pay now, litigate later” for purposes of determining whether a 

property owner may file a tax appeal. It specifically provides 

that “[a] taxpayer who shall file an appeal from an assessment 

against him shall pay to the collector of the taxing district no 
23

property owner’s tax delinquency survives notwithstanding “the 

payment of delinquent tax by the purchaser of the total property 

tax levy . . . and for the purposes of satisfying the 

requirements for filing any tax appeal with the county board of 

taxation or the State tax court.” L. 1997, c. 99, § 4. Thus,

as amended, N.J.S.A. 54:4-67(c) provides in relevant part:

The property shall remain delinquent, as 

defined herein, until such time as all 

unpaid taxes, including subsequent taxes and 

liens, together with interest thereon shall 

have been fully paid and satisfied. The 

delinquency shall remain notwithstanding the 

issuance of a certificate of sale pursuant 

to [N.J.S.A.] 54:5-32 and [N.J.S.A.] 54:5-

46, the payment of delinquent tax by the 

purchaser of the total property tax levy 

pursuant to [N.J.S.A. 54:5-113.5] and for 

the purposes of satisfying the requirements 

for filing any tax appeal with the county 

board of taxation or the State tax court.

[N.J.S.A. 54:4-67(c).]6

This statutory language thus reflects the Legislature’s intent 

that a property owner’s tax delinquency survive the sale of a 

tax certificate, and that the certificate holder will hold a 

lien that is based on that delinquency. 

 

less than the total of all taxes and municipal charges due, up 

to and including the first quarter of the taxes and municipal 

charges assessed against him.” N.J.S.A. 54:3-27.

6 N.J.S.A. 54:4-67 defines “delinquency” to denote “the sum of 

all taxes and municipal charges due on a given parcel of 

property covering any number of quarters or years.”
24

That expression of legislative intent is unaltered by the 

Tax Court’s decision in Ramos, supra, 19 N.J. Tax 97. In Ramos, 

the Tax Court held that, as amended, N.J.S.A. 54:4-67 was

intended “to define a tax delinquency as continuing after the 

sale of a tax sale certificate.” Id. at 106. Although the Tax 

Court rejected substantive due process claims asserted by the 

taxpayer, id. at 109, it found a constitutional infirmity in the 

1997 amendment to N.J.S.A. 54:4-67, which would preclude the 

property owner from filing a tax appeal following the sale of a 

tax sale certificate, id. at 106, 113-14. The Tax Court held 

that N.J.S.A. 54:51A-1(b)’s bar on the property owner’s filing 

of a tax appeal, following the conveyance of a tax sale 

certificate and the purchaser’s payment of outstanding taxes, 

violated procedural due process. Id. at 111-13 (citing Mathews 

v. Eldridge, 424 U.S. 319, 334-35, 96 S. Ct. 893, 903, 47 L. Ed.

2d 18, 33 (1976)). The Tax Court held unconstitutional the tax 

appeal language in the 1997 amendment to N.J.S.A. 54:4-67 

“because, when (as here) a tax sale certificate is acquired by a 

third-party purchaser, the Provisions offer only a 

postdeprivation remedy under circumstances which do not warrant 

or justify a denial of the predeprivation remedy generally 

required by due process.” Id. at 113.7 

 

7 The Tax Court’s decision in Ramos was not reviewed on appeal, 
25

The Tax Court’s opinion in Ramos does not undermine the 

expression of legislative intent found in the text of N.J.S.A.

54:4-67. Regardless of whether a property owner may file a tax 

appeal after the issuance of a tax sale certificate -- an issue 

not raised by this case -- the Legislature clearly intended that

the “delinquency” survive the payment of taxes following the 

issuance of a tax sale certificate, as the Tax Court in Ramos, 

supra, acknowledged. 19 N.J. Tax at 104 (citing N.J.S.A. 54:4-

67). N.J.S.A. 54:4-67 thus confirms that a certificate holder’s 

lien is derived from the property owner’s obligation to pay real 

estate taxes. As the Bankruptcy Court did in Curry, supra, 493 

B.R. at 451-52, and Kopec, supra, 473 B.R. at 601-02, we 

construe N.J.S.A. 54:4-67 to indicate that the certificate 

holder’s lien is indeed a tax lien. 

In sum, we premise our construction of the Tax Sale Law on

five provisions of the statute: N.J.S.A. 54:5-6, which defines

the municipality’s continuous tax lien; N.J.S.A. 54:5-42, which 

 

and the Legislature did not amend N.J.S.A. 54:4-67 in its wake. 

Without discussing Ramos, the Appellate Division panel deciding

Dover-Chester Assocs. v. Randolph Twp. recently concluded that

the public policy behind the statutory mandate that taxes be 

paid before a tax appeal is filed is “to protect the 

municipality’s interest in receiving timely payment,” and 

suggested that the requirement “may not be satisfied by the 

subsequent issuance of a tax certificate.” 419 N.J. Super. 184, 

201-02 (App. Div. 2011). This case does not raise the 

procedural issue addressed by Ramos and Dover-Chester Assocs., 

and we do not reach that issue.
26

provides that the lien is conveyed to the purchaser of a tax 

sale certificate; N.J.S.A. 54:5-54, which uses the term “tax 

lien certificate” to describe a tax sale certificate; N.J.S.A.

54:5-43, which recognizes the purchaser’s compensable “interest 

in the tax;” and N.J.S.A. 54:4-67, which provides that the tax

delinquency survives the issuance of a certificate. The plain 

language of these provisions confirms that the debt underlying a 

certificate holder’s lien is the property owner’s obligation to 

pay taxes, and that the lien conferred with the certificate is a 

tax lien. This statutory interpretation furthers the Tax Sale 

Law’s fundamental objective of making tax sale certificates an 

attractive investment for third parties, thereby assisting

municipalities in raising revenue. Varsolona, supra, 180 N.J.

at 617-18; Bron, supra, 42 N.J. at 91-92; Lonsk, supra, 168 N.J. 

Super. at 182.

Should the Legislature determine that a municipality’s 

issuance of a tax sale certificate does not convey a tax lien on 

the purchaser, it can amend the statute accordingly.

JUSTICES LaVECCHIA, ALBIN, FERNANDEZ-VINA; and JUDGE 

RODRÍGUEZ (temporarily assigned) join in JUSTICE PATTERSON’s 

opinion. CHIEF JUSTICE RABNER and JUDGE CUFF (temporarily 

assigned) filed a separate, dissenting opinion.
1

SUPREME COURT OF NEW JERSEY

A-107 September Term 2011

069521

IN RE: PRINCETON OFFICE PARK, 

LP,

Plaintiff-Respondent,

v.

PLYMOUTH PARK TAX SERVICES, 

LLC,

Defendant-Appellant.

CHIEF JUSTICE RABNER and JUDGE CUFF (temporarily assigned), 

dissenting.

We dissent from the majority’s response to the question of 

law certified by the United States Court of Appeals for the 

Third Circuit substantially for the reasons expressed in Judge 

Kaplan’s opinion. In re Princeton Office Park, L.P., 423 B.R.

795 (Bankr. D.N.J. 2010). 
1

SUPREME COURT OF NEW JERSEY

NO. A-107 SEPTEMBER TERM 2011

On appeal from the United States District Court, District of New Jersey

IN RE: PRINCETON OFFICE PARK,

LP,

Plaintiff-Respondent,

v.

PLYMOUTH PARK TAX SERVICES,

LLC,

Defendant-Appellant.

DECIDED June 25, 2014

Chief Justice Rabner PRESIDING

OPINION BY Justice Patterson

CONCURRING/DISSENTING OPINIONS BY

DISSENTING OPINION BY Chief Justice Rabner and Judge Cuff

CHECKLIST FOR THE 

JUDGMENT DISSENT

CHIEF JUSTICE RABNER X

JUSTICE LaVECCHIA X

JUSTICE ALBIN X

JUSTICE PATTERSON X

JUSTICE FERNANDEZ-VINA X

JUDGE RODRÍGUEZ (t/a) X

JUDGE CUFF (t/a) X

TOTALS 5 2