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