CW Holdings, LLC v. Guam Healthcare Dev., Inc.

Opinion

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IN THE SUPERIOR

SUPERIOR COURT OF GUAM

CW HOLDINGS, LLC, CIVIL CIVIL CASE

CASEno.

NO.CV0535-23

CV0535-23

Plaintiff,

vs.

DECISION DECISION AND ORDER

GUAM HEALTHCARE DEVELOPMENT, (Defendant's Motion Motion to

to Stay)

INC. dba db GUAM GUAMREGIONAL

REGIONAL MEDICAL

MEDICAL

CITY, Defendant.

This matter camebefore matter came before the

the Honorable

Honorable John

JohnC.

C.Terlaje

Terlaje on March 14, 2025, for 14, 2025, for a Motion

Motion

Hearing Hearing on Defendant's Defendant's Motion to Dismiss and Motion to Stay.

Stay. Present were Attorneys Jon R.

Ramos and andRawl Rawley Mantanonaononbehalf en Mantanona behalfofofPlaintiff PlaintiffCW

CWHoldings,

Holdings,LLC

LLC("CWH")

("CWH") and

and Attorneys

G. Patrick Ceville Cevilleand

and Dean

Dean Manglona

Manglona on

on behalf

behalf of

ofDefendant

Defendant Guam

Guam Healthcare

Healthcare Development,

Inc. Inc. ("GHDI").

("GHDI").After Afterreviewing

reviewingthe

therecord,

record,relevant

relevantlaw,

law,and

andarguments

arguments from

from the

the parties,

parties, the Court

finds that Defendant's Defendant's unresolved Motion Motionto

toDismiss

Dismissand

and outstanding

outstanding discovery

discovery issues

issues raised by

the Defendant Defendant provide provide sufficient

sufficient justification

justification to

to stay

staybriefing

briefing on

on CWH's

CWH's Motions

Motions for

for Summary

Summary

Judgment. Therefore, the Judgment. Therefore, the Motion Motion to Stay

Stay is GRANTED, and the Court issues a new new schedule

schedule for

for

the Motions.

Motions.

BACKGROUND

This This matter stems stems from

firm aa breach of lease

lease claim brought by CWH against Defendant

GHDI on on August August 30, 30, 2023. GHDI's

GHDI's Answer

Answerto

tothe

the Complaint

Complainton

onSeptember

September 28,

28, 2023 raised

numerous defenses, but but did not address whether CWH had the required business license for the

rental or to to bring

bring the claim.

claim. On

On September 19,

19, 2024,

2024, GHDI

GHDI filed

filed aa Motion

Motion and

and Memorandum

Memorandum in

of Motion to Compel Inspection Support of Inspection and and conduct

conduct Testing of

of Medical Arts Center. This

Motion to to Compel asked the the Court

Court to

to order

order CWH

CWH to

to comply

comply with

with GHDI's Inspect the GHDI's Request to Inspect

MAC Building as part of its discovery. CWH filed its its Opposition to the Motion to to Compel on

September 30, 2024, and GHDI filed its Reply to the Opposition on October September October 3, 3, 2024. In an effort

disputes raised by the parties, the Court appointed Magistrate to resolve the discovery disputes Magistrate Judge Judge

Quan as Discovery Master for the case. The Court's goal in doing this was to have the Discovery

Master schedule and conduct regular hearings, as needed, Master schedule manage the needed, to manage the parties'

parties' discovery

efforts and resolve any discovery disputes before before the scheduled trial.

trial. Reports from the parties to

this Court indicate that no meetings have taken taken place

placewith

with the

the Discovery date, but Discovery Master to date,

there is a meeting scheduled for April 1, I, 2025.

17, 2025, GHDI filed a Motion to On January 17, to Dismiss with this Court, Court, alleging that

CWH could not bring or maintain the claim without the proper business license.

license. Plaintiff CWH

claims that it obtained the proper license on January January 24,

24, 2025.

2025. Declaration

Declaration of Cesar

Cesar C. Cabot,

Exhibit Exhibit EE (February (February 14,

14, 2025).

2025). However,

However, Defendant

Defendant GHDI

GHDIalleges

alleges that

that this

this license

license was obtained

fraudulently and without aa Guam Fire Department and without Department fire fire inspection,

inspection, and

and was

wastherefore

thereforeunlawfully

unlawfully

issued. GHDI's Memorandum in Support of Motion issued. GHDI's Motion to to Stay

Stay Briefing

Briefing (February

(February 25,

25, 2025).

On February 3, 2025, 2025, CWH

CWH made

madetwo

two Motions

Motions for

for Summary

Summary Judgment, covering its Judgment, covering

claim for breach of contract contract against

against GHDI

GHDI and

and GHDI's

GHDI's three counterclaims against CWH for

breach of contract, restitution, and accounting.

accounting. On

On February

February 14,

14,2025,

2025,CWH

CWHfiled

filed its

its Opposition

Opposition

to Defendant's Motion Motion to

to Dismiss.

Dismiss. On

On February

February 25,

25, 2025,

2025, GHDI

GHDI filed

filed a motion requesting that

the Court stay stay the

the briefing

briefing on

on CWII's

CWH's motions for summary summary judgment

judgment until

until the issues of

of the

motion to dismiss motion dismiss and previously identifieddiscovery previously identified discoveryissues issues were

were addressed.

addressed.

DISCUSSION

Defendant has argued Defendant argued that thatbriefing

briefing on

onPlaintiffs Motionfor

Plaintiffs Motion forSummary SummaryJudgment

Judgment should

should be

stayed until stayed until Defendant's Motionto Defendant's Motion toDismiss Dismiss and

and existing

existing discovery

discovery issues

issues are resolved. The Court

agrees that the original Motion agrees Motion timeline timeline that

that would

would have been required would be inappropriate inappropriate

given given the the outstanding outstanding issues

issues present in

in this

this case.

case.

A. Outstanding

OutstandingMotion

MotiontotoDismiss

Dismissas

asaareason

reason to

to stay

stay proceedings

proceedings

on March

At the Motion Hearing on March 14, 14, 2025, both parties and this Court agreed to continue

the Motion

the Hearing on the Motion to to Dismiss

Dismiss until

until April

April15,

15,2025.

2025.The

Thedecision

decisiontotoreschedule

reschedule was

was made

made

after Counsel reported Plaintiff Counsel for the Defendant informed the Court that it had reported Plaintiff to to several

several Guam

agencies, including the agencies, including the Department Department of

of Public Works and

and the Guam

Guam Fire

Fire Department,

Department, and that

agency actions and agency actions andinvestigations investigationsregarding

regardingPlaintiff's

Plaintiffs business

business license were pending.

pending. Counsel

Counsel for

for

the Defendant informed the Court of of an

an estimated

estimated timeline for

for when

when these

these agency actions would agency actions would

be completed, and and the

the Court

Court set

set the

theContinued

ContinuedHearing

Hearing for

for April

April 15,

15, 2025

2025 as

as a result.

As aa result result of

of continuing

continuing the Hearing

Hearing on the

the Motion

Motion to

to Dismiss,

Dismiss, the

the Motion

Motion remains

remains

unresolved. The Court agrees agrees with

with Defendant's

Defendant's assertion

assertion in

in its

its Motion

Motion to Stay

Stay that

that the

theMotion

Motion to

Dismiss is determinative in this case, andtherefore case, and thereforeitit isis reasonable reasonabletotostay

staybriefing

briefingfor

for Plaintiffs

PlaintiH's

Motions Motions for for Summary Summary Judgment until after Judgment until after the

the Motion

Motion to Dismiss is resolved, resolved, which

which will

will occur

occur

following following the the Hearing

Hearing scheduled for April scheduled for April 15,

15, 2025.

B. Alleged

Allegedincomplete

incompletediscovery

discoveryas

asaareason

reason to

to stay

stay proceedings

proceedings

In In its its Memorandum

Memorandum in Support of Motion Support of Motion to

to Stay

Stay Briefing

Briefing filed

filed on

on February

February 25,

25, 2025,

2025,

GDHI alleged alleged that "discovery has not been been completed

completedasasaaresult

resultofofPlaintiffs

Plaintiffs deliberate failure failure to comply with its discovery obligations."

obligations."Memo.

Memo.In Supp. Motion

InSupp. MotiontotoStay

Stay(Feb.

(Feb. 25,

25, 2025). There

were two two main main discovery discovery issues

issues outlined

outlined by

by GHDI

GHDI in the Memorandum. First, First, GDHI alleges

alleges that

CWH failed to to comply

comply with

with the

the court-ordered

court-ordered inspection

inspection of

of the

the Medical

Medical Arts

ArtsCenter

Centerbecause

because

CWH did not give give hill

fullaccess

access to two

two elevators

elevators and

and the

the water tank, which

which are

are essential components

of the building's "mechanical and life safety of safety systems" and which were required in the Lease.

Lease. Id.

Id

Second, GDHI Second, failed to GDHI alleged that CWH failed to produce produce numerous

numerous documents

documents as requested,

requested, including

including

inspection reports inspection reports and and punch lists, complete communications between CWH representatives and

CWH subcontractors, documentsrelating subcontractors, documents relatingtoto fire fire protection

protection system, elevator system, system, elevator system,HV HVAC

system, and photographs taken taken by CWH

CWH of

of the Medical Arts

Arts Building.

Building. Id.

Id

Although discovery has concluded in this case, GHDI moved to compel the inspection of of

the property on September 19,2024, September 19, 2024,which

whichresulted

resultedininthis

thisCourt

Court appointing

appointing aaDiscovery

Discovery Master

to resolve these issues.

issues. Order

Order Appointing

Appointing Discovery Master Master (October

(October 14,

14, 2024).

2024). ItIt has

has become

become

clear to this this Court Court that

that these

these issues with discovery remain remain unresolved.

unresolved. Parties

Parties are

are scheduled

scheduled to

meet with the Discovery Master Master on

on April

April1,I,2025

2025.

At this time, the Court grants permission permission for

for GHDI's

GHDI's requested inspection, limited to the requested inspection,

requested two elevators requested two elevators and and the

the water

water tank

tank which

which GHDI claims

claims they were

were unable

unable to

to inspect

inspect

previously. The The Court

Court also

also wishes

wishes to

to acknowledge

acknowledge that

that the inspection previously conducted conducted by

Defendants was performed Defendants was performed late latein

in the

the discovery

discovery process,

process,leaving

leavingnonotime

timefor

forfollow

follow up

up if the

the

inspection was was left incomplete.

incomplete. The Court

Court encourages Defendant to be better organized in the encourages Defendant the

future to avoid avoid requiring

requiring the

the Court

Court to

to extend

extend any

any deadlines.

deadlines. Counsel for GHDI GHDIrepresented

represented at

at the

hearing held on March 14, hearing 14, 2025, that experts experts would be available available on April 21, 2025 2025 to an

to do an

inspection. The Court grants permission for an an inspection limited

limited to

to the

the above-mentioned

above-mentioned areas

areas

on this date between between 8am

bam and

and 5pm,

rpm, to

to be arranged

arranged by

by the

the parties,

parties, and

and sets

setsend

endof

ofday

dayApril

April 21,

2025 as the thenew new deadline

deadlinefor

for any

any and

and all

all discovery.

discovery.

The Court Court fixrther

further encourages

encouragesall parties to

all parties to move forward forward with

with any

any other

otheroutstanding

outstanding

including depositions,

discovery, including depositions, at at an

an accelerated

accelerated timeline. Parties need need not

not wait

wait for

for the meeting

with the Discovery Master to continue Master to continue deposing deposing witnesses.

witnesses. Any documents previously previously requested

produced are to be produced but not produced produced by by April 21,

21, 2025

2025 at

at the

the latest.

latest. The Court reminds reminds both

compel any

parties to move to compel any essential essential unproduced documents documents in

in aa timely

timely manner

manner to

to ensure

ensure all

all

discovery is fully completedby filly completed by the

the deadline.

deadline.

c. C. New Scheduling Order

Order for Motions

Motions for

for Summary

Summary Judgment

This Court This Court has scheduled scheduled aaHearing

Hearing on

on the

theMotion

Motion to

to Dismiss for

for April 15, 2025,

April 15, 2025, and

and end

of discovery of discovery for April April21,

21, 2025.

2025. Following

Following the

the end

end of

ofdiscovery,

discovery, the clock will will continue

continue on

on the

the

Motions for Motions forSummary Summary Judgment,

Judgment, as

as follows:

follows:

TYPE OF FILING DEADLINE Opposition(s) to Motion(s) Opposition(s) to Motion(s) for for

May 12,

12, 2025

Summary Judgment

Reply Memorandum(s)

Memorandum(s) May May 26,

26, 2025

CONCLUSION CONCLUSION

Viewing Viewing the the disputed

disputed facts in

in the

the light

light most favorable of

of the non-moving party, the the Court

finds finds that the the circumstances surrounding the circumstances surrounding the necessity necessity of

of the

the Motion

Motion to

to Stay

Stay remain active.

the Court hereby GRANTS

Accordingly, the Defendant's Motion GRANTS Defendant's MotiontotoStay.

Stay. Further

FurtherProceedings

Proceedings are

scheduled for April scheduled for April 15, 15, 2025

2025 at 9:00am.

SO %llc&l'L5 -3-+\_lq_--+-\'L-_5_ ___,_a ORDERED, this _ _ sd ORDERED, I \ \C

Hon.< HON. c. TE .AJE Judge Sup art of Guam