Goodwind Dev. Corp. v. West Bay Corp.

Opinion

FT ;- E D FILED

SUPER/0~ COURT sure;R;oa COURT

OfGUAM GF GUAM

2o2uApR 202~ APR -3-3 AMll=

AH II: 23

CLERKUFCDURT

Of CDURT

IN THE

THESUPERIOR

SUPERIOR COURT

COURT OF

OF GUAM

GUAM

BY·.___81Yl BY= _____ gm

GOODWIND DEVELOPMENT CIVIL CASE CASE NO.

no. CV0028-23

CORPORATION,

Plaintiff, DECISION

DECISION AND ORDER DENYING DEFENDANTS' DEFENDANTS' RULE 59(E) MOTION MOTION

vs. FOR RECONSIDERATION RECONSIDERATION

WEST BAY BAY CORPOARTION 21 st CORPOARTION and2151

CENTURY CORPORATION,

Defendants. Defendants.

I WEST BAY WEST BAYCORPOARTION CORPOARTION 21 st

and2151 and

CENTURY EN T U R Y CORPORATION, co po A ion

Counterclaimants,

vs.

GOODWIND DEVELOPMENT CORPORATION,

Counterclaim Defendants.

INTRODUCTION

st

The Honorable John C. Terlaje Terlaje took

took this

this matter

matter under advisementon under advisement onApril

April 1I", , 2023,

2023,

regarding West Bay Corporation's and 21't regarding West 215lCentury CenturyCorporation's

Corporation's("Defendants"')

("Defendants"')Motion

Motion for

Reconsideration. Louie J. Yanza Reconsideration. Louie Yanza appeared appeared for

for West

WestBay

BayCorporation

Corporationand

and2151

21st Century

Century

Corporation. Anita P. Corporation. Anita P. Arriolla Arriolla appeared

appeared for

for the

the Goodwin

GoodwindDevelopment

Development Corporation

Corporation

("Plaintiff"). ("Plaintiff'). Based Based on

on the

the relevant

relevant law and

and authorities the Court authorities the Court now now issues the following

issues the following

decision and andorder orderDENYING

DENYING Defendant's

Defendant's Motion

Motion for

for Reconsideration.

Reconsideration.

CV0028-23 DECISION AND ORDER DENYING RULE 59(E) MOTION FOR Page2 Page

RECONSIDERATION

I. 1. FACTUAL AND PROCEDURAL BACKGROUND

Goodwin GoodwindDevelopment DevelopmentCorporation

Corporation("GDC")

("GDC") initially

initiallyfiled

filed their

their Verified

Verified Complaint

Complaint on

on

January, 2023, January, 2023, alleging alleging two separate breaches of separate breaches of two separate separate promissory

promissory notes

notes by West

est Bay

Corporation ("West Bay") and 21"st Century Corporation ("Century") respectively. West Bay and

Answer and

Century then filed an Answer and Counterclaim Counterclaimtoto GDC's

GDC'scomplaint

complaintononMarch 71\ 2023, March71*', 2023, alleging alleging

several counterclaims several counterclaims for for relief including

including fraud

fraud and

and misrepresentation.

misrepresentation. In response, response, GDC

GDC filed

tiled a

Motion to Motion to Dismiss Dismiss Counterclaims

Counterclaims and

andan

anAlternative Motion to

Alterative Motion to Strike Strike on

on April 17, 2023.

April17, 2023. Then,

st

West est Bay and 21 Bay and 2151 Century Centuryfiled

filedtheir

theirown

own Motion Dismiss on July Motion to Dismiss July 26'h, 26'\ 2023.

2023. This Court

granted GDC's GDC's Motion Motion to Dismiss Counterclaims Counterclaimsand

andan

anAlternative Motionto

Alterative Motion to Strike Strike on

on October

5, 2023.

2023. GDC GDC filed filed a Motion forReconsideration Motion for ofour Reconsideration of ourdecision decision on

on October

October 23,

23, 2023.

The relevant facts facts regarding

regarding the

the Motion

Motion for Reconsideration Reconsideration are as

as follows:

follows:

1. I. The Thetwo

twopromissory

promissorynotes

noteswere

wereprepared and signed

prepared and signed "in

"in or

or around

around May

May2011."

2011."Con 1

pl, 11 Comp!.

5, 10 (Jan. 5, (Jan. 19, 2023).

19, 2023).

2. "Pursuant "Pursuant to to the

the Parties'

Parties' agreement,

agreement, they

they were to invest

invest in

in aaSan

SanFrancisco

Francisco garage

garage

("Garage")." ("Garage")."Dens'

Defs'Cols.

Ccls.1112-13

112-13 (March 61\ 2023).

(March 6'I',

WestBay, 3. West Bay,whose whosesole

soleshareholder

shareholderisis Rowena

RowenaTan

Tan Chua,

Chua, was

was the

the nominee

nominee shareholder

shareholder on

behalfofGDC. behalf GDC. GDC invested $750,000.00 in SF Oakland Oakland Bay, LLC ("SFOB"), the owner

of the Garage, so that of that West West Bay owned 75%

75% of

of the shares in SFOB. The promissory note

executed by

was executed by West WestBay

Bay to

to reflect

reflect that

that West

WestBay

Baywas

wasmajority

majority owner

owner of

of SFOB

SFOB for

for tax

purposes." Id. purposes." Id.

4. Century Centurydid didininfact

factborrow

borrow$120,000.00

$120,000.00and

and executed

executed its

its respective

respective promissory note in promissory note

favor of GDC. Id. 1 17-19. Counterclaim Id 1117-19. Counterclaim Defendants allege that that the note has not been paid

Counterclaimants allege

since November 2011. Id. Nevertheless, Counterclaimants allege that that CDG

CDG demanded

demanded the

CV0028-23 DECISION DECISION AND

AND ORDER

ORDER DENYTNG RULE 59(E) MOTION FOR DENYING RULE Page 33 Page

RECONSIDERATION

Century note be Century be paid paid within

within a year and

and that

that "Century

"Century paid off the note by November 30,

2011, through 2011, through some some form

form of payroll deduction of [Joseph [Joseph Chua,

Chua, Rowena's

Rowena's husband's]

and that Century is

salary," and indebted to GDC. Id. 1],r 19.

is no longer indebted 19.

5. The West TheW Baynote est Bay notbeen has not

notehas been paid

paid since

since executing

executing the

the promissory

promissory note.

note. Dens'

Defs' Ccls.

Ccls.

1

\ 2023).

(March 6'l',

6. "Aftereleven 6. "Acer eleven(11)

(11)years

yearsand

andeight

eight(8)

(8)months,

months, GDC

GDC has

has now filed

filed suit

suit to

to recover

recover on

on the

promissory notes."

two promissory notes." Id. GDC did Id GDC didnot

notmake

make any

any other

other demands

demands for repayment

repayment of the

the

notes during

promissory notes during the the above

above time

time period. Id.1],r 19.

period. Id

II. 11. AND DISCUSSION LAW AND DISCUSSION

Defendants argue argue that

that the

theproper

proper authority

authority for

for this

this motion is Guam

Guam Rule

Rule of

of Civil Procedure

Civil Procedure

59(e). Counterclaim P1s.'

Pis.' Mot.

Mot. for Reconsideration

Reconsideration & Mem.

Mem. in

in Supp. ,r (October 23,

Supp. 1]3 23, 2023)

2023) citing

citing

DFS DFS Guam L.P.

L.P. v. A.B. Won Won Pat 1nt'l

Int'! Airport

AirportAuthority, 2014Guam Authority,2014 Guam12 ,r 21.

121] 21. Plaintiff contends, Plaintiff contends,

however, that the proper authority for forreconsideration

reconsiderationisislocal

localrule

ruleCVR

CVR7.7.1,

1, and

and that GRCP 59(e)

is is reserved for reconsideration reserved for reconsiderationon onappeal.

appeal.Pl.PI.Goodwind

Goodwin Dev.

Dev. Corp.

Corp.'s Opp. toto Defs.'

's Opp. Defs.' Mot.

Mot. for

for

Reconsideration. ,r113 3 (November

(November 20,

20, 2023).

2023). The

The plain

plain language

language ofGRCP

GRCP 59(e) seems to confirm

this as the the rule rule isis literally

literally titled:

titled: "New

"New Trial;

Trial, Altering Amending a Judgment." 1 In contrast, CVR Altering or Amending

7.1 applies to "motions" 7.1 and "all "motions" and "all other

other proceedings

proceedings except

except aa trial

trial on

on the merits."2 Thus, CVR the merits."2 CVR 7.1

appears to appears to be bethe

theappropriate

appropriateauthority

authority for Finally, the for this motion. Finally, the very verycase

case that Defendants cite

in favor ofGRCP favor of GRCP 59(e)

59(e) explicitly

explicitly points

points out

out that

that GRCP

GRCP 59(e)

59(e) "by its

its terms

terms applies

applies only to

judgments" and that while the Guam Supreme SupremeCourt

Courtdoes

doesnot

notforbid

forbid the authority of

theauthority of GRCP 59(e)

11 See See GRCP GRCP 59(e).

59(e).

22 See see CVR caR 7.l(a).

7.1(a).

CV0028-23 DECISION AND ORDER DENYING RULE 59(E) MOTION MOTION FOR Page4 Page

RECONSIDERATION

in pre-judgment motions, in motions, it is an extraordinary extraordinary remedy,

remedy, to

to be

be used sparingly. DFS

DFS Guam L.P. v.

v.

A.B. Won Pat AB. Won PatInf 12 ,r Int'!'l Airport Authority, 2014 Guam 121121.

Although the Although the Guam Guam Supreme

Supreme Court

Court has

has held

held that

that GRCP

GRCP 59(e) can

can be used as

as an

an authority,

authority, the

Court has not required required it either.

either. Thus,

Thus, given that

that CVR 7.1

7.1 explicitly

explicitly applies

applies to

to pre-judgment

pre-judgment

like the motions like the one before us, us, we

we will apply the

will apply the local mle.

rule. CVR 7. l(i) provides CVR 7.1(i) provides the

the standard

standard in

this case:

case:

A motion

motion for

for reconsideration

reconsideration ofofthe

the decision

decision on on any

any motion

motion may

may bebe made

made

only on the grounds groundsof (1)aamaterial of(l) materialdifference differenceininfact

fact or

orlaw

law from

from that

that presented

to the Court before before such

such decision

decision that in thethe exercise exercise ofofreasonable

reasonable diligence

could not have been been known

known to the party

party moving for reconsideration reconsideration atat the time ofsuch of such decision, or, (2) the the emergence of of new material facts or a change change of of law

occurring after the time of such decision, decision, or,or, (3)

(3) a manifest

manifest showing

showing of of aa failure

failure

to consider material facts presented to to the theCourt

Court before

before such

suchdecision.

decision.NoNomotion

motion

for for reconsideration reconsiderationshall

shallininany

anymanner

manner repeat

repeat any oral or written written argument

argument made

in support of or in opposition to the original motion. in CVR 7.1(i). CVR 7.l(i).

A. The

The Defendant

Defendant Simply

Simply Repeats the Same

Repeats the Same Arguments Argumentsinin Their

Their Motion

Motion for

Reconsideration that Reconsideration that They Made in They Made in Their

Their Original Motion

Motion to

to Dismiss

Dismiss

Plaintiffargues Plaintiff argues persuasively that the Defendants Defendants"fail

"fail to cite, much less argue, argue, any

any of the

three stringent requirements under CVR CVR 7.1(i)"

7.l(i)"and

and encourages

encourages this

this court

court to

to deny

deny the

theMotion

Motion for

for

Reconsideration on these Reconsideration on these grounds grounds alone.

alone. Pl.

Pl. Goodwind

Goodwin Dev.

Dev. Corp.'s

Corp. 's Opp.

Opp. to

to Dens.'

Defs.' Mot.

Mot. for

for

Reconsideration. ,r (November 20, 2023). We take argument above into consideration in light of Reconsideration. 1]2 of

the rule that that aa motion motion for

for reconsideration offers "an extraordinary extraordinary remedy,

remedy, to be used

used sparingly

sparingly in

the interest interest of of finality and

and conservation

conservation of

ofjudicial

judicialresources."

resources." Guam

Guam Bar Ethics

Ethics Committee

Committee v.

v.

Maquera, 2001 Maquera, 2001 Guam 2019 (quoting (quoting Kana

Kana Enters.,

Enters., Inc.

Inc. v.

v. Estate

Estate of

ofBishop,

Bishop, 229 F.3d

F.3d 877,

877, 890

890

Further, Plaintiff

(9th Cir. 2000)). Further, points out Plaintiff points out that that all

all three ofthe

three of the arguments

arguments in the

the Defendants'

Defendants'

Motion tio n forr R Reconsideration

eco sid er atio n just

ju st repeat

ep eat thee ar

arguments that ppreviously men ts th r were made in tthe sly wer

CV0028-23 DECISION AND AND ORDER

ORDER DENYING

DENYING RULE

RULE 59(E)

59(E) MOTION FOR Page5 Page

RECONSIDERATION RECONSIDERATION

D e n d a n t ' s Motion Defendant's M o t i o n tot o Dismiss.

D i s m i s . Pl.

P l . Goodwind

G odwin D v . CCorp.'s

Dev. o ' s Opp.

O p . tto DDefs.'

e n . ' Mot.

M . ffor

o

Reconsideration. Reconsideration.~1]2 (November 20, 2023). The 2 (November The Court Court will

willaddress

address each

each argument, one by one:

i. Defen

Defendants'

d an ts' FFirst Argument i r st Ar g u m en

Defendants' Defendants' argue argue that

that the

the Court

Court applied

applied an

an incorrect

incorrect legal standard in granting the

Plaintiffs f f s l12(b)(6)

2 (b )(6 ) Mo t i o n . Co Motion. unte

Counterclaim Pls.'

Pis.' Mot.

Mot. for

for Reconsideration

Reconsideration & Mem.

Mem.ininSupp. 'HE4

Supp.~

(October 23, 2023).

2023). Plaintiff

Plaintiff contends,

contends, however,

however, that,

that,"Argument

"Argument I1 of

of the

the Motion

Motion for

Reconsideration is virtually virtually identical

identical to

to the

the argument

argument asserted

asserted in Defendants' Opposition Opposition at

at page

33 concerning concerning the the legal

legal standard

standard totobe

beapplied

appliedinina amotion

motiontotodismiss."

dismiss."Pl.Pl.Goodwind

Goodwin Dev.

Dev. Corp.'s

Corp.'s

Defs.' Mot. for Reconsideration.

Opp. to Dens.' Reconsideration.~1]2 (November 20, 2023).

2023). We

We cannot disagree.

Defendants'

ii. Defen Second Argument d an ts' Seco Arg en

Defendants' argue that the Court committed Defendants' committed a clear clear error deciding that error in deciding that two of the two of the

Defendants' e a n t s ' claims c l a i m s are

a r e barred

b a r e d by

b y the PParo!

r o l EEvidence

n c e Rule.

l e . Counterclaim

n t e r c l a i m Pis.'

P l s . ' Mot.

M t . ffor

o

Reconsideration i derati on & & Men. upp. 1]~ 77 (O Mem.i ninS Supp. c tober 23, (October 23, 2023).

2023). PPlaintiff,

l ai nti ff, howev er, ccontends however, ontends that,

that,

"Argument "Argument22ofofthe the Motion

Motionfor

forReconsideration

Reconsiderationrepeats

repeatsthe

the same

same arguments

arguments concerning

concerning the parole

evidence rule that evidence rule that were were made

made in

in the

theDefendants' Oppositionatatpage Defendants'Opposition page7."

7."Pl.

Pl.Goodwind

Goodwin Dev.

Dev. Corp.

Corp. 's

's

Opp. to Defs.'

Defs.' Mot.

Mot. for

for Reconsideration.

Reconsideration.~1]3 (November (November 20,

20, 2023). We cannot disagree.

iii. De fe n d a n ts Third Defendants' h d Ar gu e Argument

Defendants' Defendants' argue argue that the Court committed committed clear

clear error

error in deciding that the Defendants'

Defendants' unjust-

enrichment n r i c h m e n t claim c l a i m is

i s barred

r r e d by t the

h e sstatute

t a e oof

f l ilimitations.

mitat s . Counterclaim t e r c l a i m Pis.'

P l s . ' Mot.

M t . ffor

o

Reconsideration i derati on & & Men. Supp.1]~ 11

Mem.i ninSupp. 11 (O c tober 23, (October 23, 2023).

2023). Pl ai nti ff, howev Plaintiff, er, ccontends however, ontends that,

that,

"Argument "Argument 33 ofofthe the Moti on forforReconsi Motion derati on regurgi Reconsideration tates the regurgitates the same

same argument

argument iin

n Defendants'

Defendants'

Opposition at 5-6 that that Defendants

Defendants could

could not

not have

have known on its known about Goodwin's reneging on its alleged

promises to pay the parking garage promises to garage expenses due to expenses due to the

the confidential

confidential relationship relationship between

between Mr.

Mr.

CV0028-23 DECISION AND ORDER DENYING RULE 59(E) MOTION MOTION FOR Page 6 Page

RECONSIDERATION

Lucio Tan, Lucio Tan, Rowena Tan, and Rowena Tan, and Joseph

JosephChua.

Chua.Pl. Goodwin Dev.

Pl.Goodwind Dev. Corp.'s

Corp.'s Opp. to Defs.'

Opp. to Dens.' Mot.

Mot. for

for

,r (November 20, 2023). We cannot disagree.

Reconsideration." 1]3

Motions Motions for

for reconsideration

reconsideration "are

"are both

both 'procedurally

'procedurally and

and substantively deficient' if substantively deficient' if they

simply reiterate in greater detail arguments reiterate in arguments previously made made before the court."

court." Guam

Guam Bar Ethics

Ethics

Comm. V. Maquera, Comm. V. Maquera, 2001 2001 Guam

Guam 2019 (quoting Merchant v.

v. Nanyo Really Inc., 1998 Guam 26 Realty Inc.,

,r,rS-9). W 8-9). The The Motion

Motion for

for Reconsideration

Reconsideration therefore does not not survive the stricter

stricter scrutiny

scrutiny of

of CVR

7.1(i). 7. I

III- III. CONCLUSION AND ORDER

Based on the foregoing, the Court DENIES DENIES the Motion for

for Reconsideration.

Reconsideration.

so SO ORDERED

ORDERED 3 April 2024.

2024.

I ,Q '\

HONJJOHN c. T,ERLAJE Judge, S Court of Guam