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Electronically Filed Intermediate Court of Appeals CAAP-XX-XXXXXXX 26-FEB-2025 08:44 AM Dkt. 100 SO
NOS. CAAP-XX-XXXXXXX and CAAP-XX-XXXXXXX
IN THE INTERMEDIATE COURT OF APPEALS
OF THE STATE OF HAWAIʻI
IN RE PUMEHANA HUI LP DISSOLUTION
APPEAL FROM THE CIRCUIT COURT OF THE FIRST CIRCUIT (S.P. NO. 1CSP-XX-XXXXXXX)
SUMMARY DISPOSITION ORDER (By: Hiraoka, Presiding Judge, Nakasone and McCullen, JJ.)
Respondent-Appellant Greene Lane Capital LLC appeals
from the Circuit Court of the First Circuit's April 22, 2021
Final Judgment, and four orders. 1
1 Greene Lane also appeals from the circuit court's:
• June 16, 2020 Order Denying Greene Lane's Motion to Dismiss Applicant-Appellee MJF Development Corporation's Amended Application for Judicial Dissolution of Pumehana Hui LP;
• October 5, 2020 Order Granting MJF's Motion for Summary Judgment;
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In February 2013, MJF Development Corporation, Greene
Lane Capital LLC, Dennis W. Mahoney as Trustee of the
Declaration of Revocable Trust of Dennis W. Mahoney Dated
November 14, 2004, and Renee E. Mola formed Hawai‘i limited
partnership Pumehana Hui LP. On February 22, 2013, general
partner MJF, 2 and limited partners Greene Lane, Mahoney, and
Renee entered into Pumehana's limited partnership agreement.
Pumehana's sole purpose was "to engage in the business of
owning, developing, operating and disposing of a real estate
development project" of 180 affordable condominium units located
at 929 Pumehana Street (Project).
On March 10, 2020, MJF filed an amended application
for judicial dissolution. MJF then moved for summary judgment,
which was granted. On April 22, 2021, the circuit court entered
final judgment in favor of MJF and against Greene Lane. Greene
(. . . continued)
• October 8, 2020 Order Granting in Part and Denying in Part Respondent-Appellee Renee E. Mola's Motion for Injunction Against Further Contact; and
• July 21, 2021 Findings of Fact (FOF), Conclusions of Law (COL), and Order Denying Greene Lane's Hawai‘i Rules of Civil Procedure (HRCP) Rule 60(b)(4) Motion (FOF, COL, and Order Denying Greene Lane's HRCP Rule 60(b)(4) Motion).
The Honorable Dean E. Ochiai entered the April 22, 2021 Final Judgment and the July 21, 2021 FOF, COL, and Order Denying Greene Lane's HRCP Rule 60(b)(4) Motion.
The Honorable Lisa W. Cataldo entered the other orders from which Greene Lane appeals.
2 MJF president Franco J. Mola is Renee's husband.
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Lane appealed, creating CAAP-XX-XXXXXXX, and raises nine points
of error.
On May 21, 2021, Greene Lane moved for relief from the
final judgment under Hawai‘i Rules of Civil Procedure (HRCP)
Rule 60(b)(4), 3 which the circuit court denied. Greene Lane
appealed, creating CAAP-XX-XXXXXXX, and raises two additional
points of error. 4
Upon careful review of the record and the briefs
submitted by the parties and having given due consideration to
the issues raised and the arguments advanced, we resolve this
appeal as discussed below, and affirm.
(1) Greene Lane's first and seventh points of error
are related. Greene Lane contends the circuit court erred in
not requiring MJF to file a complaint and in treating the case
as a special proceeding outside of the HRCP. Greene Lane also
contends it was denied due process because "[t]he whole point of
the HRCP, of course, is to provide that very process from the
outset."
3 HRCP Rule 60(b)(4) provides: "[o]n motion and upon such terms as are just, the court may relieve a party or a party's legal representative from a final judgment, order, or proceeding for the following reasons: . . . (4) the judgment is void[.]"
4 Greene Lane actually raises eight points of error on appeal in CAAP- XX-XXXXXXX, and the first six points are substantially the same as the points raised in CAAP-XX-XXXXXXX. Thus, we address the two additional points raised.
On April 29, 2022, this court entered an order consolidating CAAP-21- 0000344 and CAAP-XX-XXXXXXX.
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The amended application for judicial dissolution was
filed pursuant to Hawai‘i Revised Statutes (HRS) § 425E-802
(2004). HRS § 425E-802 provides that the circuit court may
order a limited partnership's dissolution upon "application by a
partner[.]" Though HRS Chapter 425E does not define the term
"application," it is generally defined as "[a] request or
petition." See HRS § 1-14 (2009); Application, Black's Law
Dictionary (12th ed. 2024).
Petitions are treated as complaints commencing civil
actions where a statute or court rule requires a particular
cause of action be commenced by a petition. See Hawaii Home
Infusion Assocs. v. Befitel, 114 Hawai‘i 87, 88 n.2, 157 P.3d
526, 527 n.2 (2007); In re Lease Cancellation of Smith, 68 Haw.
466, 468, 719 P.2d 397, 399 (1986). Thus, MJF was not required
to file a "complaint." See generally Lau v. Wong, 1 Haw. App.
217, 219, 616 P.2d 1031, 1033 (1980) (indicating circuit court
had power to hear partner's application for decree of
dissolution).
And no authority indicates an HRS § 425E-802 special
proceeding is outside the HRCP. See HRCP Rule 81(i) ("Except as
otherwise provided in Rule 72 or in this Rule 81, these rules
shall apply to all actions and proceedings of a civil nature in
any circuit court . . . and for that purpose every action or
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proceeding of a civil nature in the circuit court shall be a
'civil action' within the meaning of Rule 2.") (emphasis added).
Thus, the circuit court did not err in proceeding with
MJF's amended application in the underlying special proceeding,
and did not deny Greene Lane due process based on its HRCP
argument.
(2) In its second, third, and fourth points of error,
Greene Lane contends the circuit court abused its discretion in
not joining Mahoney or Pumehana as parties to the special
proceeding and erred in hearing the merits of the case without
first joining Mahoney or Pumehana.
Mahoney was named as a respondent to the special
proceeding in MJF's amended application for judicial
dissolution, as Greene Lane concedes in its opening brief filed
in CAAP-XX-XXXXXXX.
As to Greene Lane's arguments that Pumehana was a
necessary party, the Uniform Limited Partnership Act (ULPA) and
the 2001 version of the Revised Uniform Limited Partnership Act
(RULPA), "do not require that the partnership itself, as an
entity, be a party to an action seeking its own judicial
dissolution and winding up." Matz v. Bennion, 961 S.W.2d 445,
454 (Tex. App. 1997) (determining as all partners or their
representatives were before the court "it had jurisdiction to
judicially dissolve the partnerships").
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Greene Lane's assertion that it was improper for the
circuit court to hear the merits of the case without first
joining Mahoney or Pumehana lacks support because all necessary
parties to the proceeding were joined.
Thus, the circuit court did not err or abuse its
discretion.
(3) In its fifth point of error, Greene Lane contends
the circuit court abused its discretion in "truncating the
discovery process" as the circuit court did not grant the
request for an HRCP Rule 56(f) continuance. 5 (Formatting
altered.)
A request for continuance "must demonstrate how
postponement of a ruling on the motion will enable [the
litigant], by discovery or other means, to rebut the [summary
judgment] movants' showing of absence of a genuine issue of
fact." Acoba v. Gen. Tire, Inc., 92 Hawai‘i 1, 9, 986 P.2d 288,
296 (1999) (internal quotation marks and citation omitted).
5 HRCP Rule 56(f) provides:
Should it appear from the affidavits of a party opposing the motion that the party cannot for reasons stated present by affidavit facts essential to justify the party's opposition, the court may refuse the application for judgment or may order a continuance to permit affidavits to be obtained or depositions to be taken or discovery to be had or may make such other order as is just.
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Here, Greene Lane sought a continuance to conduct
extensive discovery, anticipating "that it will take 3-6 months
to propound adequate written discovery on the parties and
entities[.]" Greene Lane explained that "discovery would be
relevant to whether Pumehana can practicably carry on in
accordance with its Partnership Agreement."
Assuming, arguendo, Greene Lane met its burden, there
was no abuse of discretion. Following a hearing on the matter,
the circuit court granted Greene Lane a 45-day continuance to
conduct discovery as to Pumehana's "current debt and liabilities
and assets as well as its entitlements for the development
(described in paragraph 2.2 of the Limited Partnership
Agreement) and the current status of development." (Emphases
omitted.) The circuit court also allowed Greene Lane to
"inquire as to the feasibility of obtaining refinancing for the
development going forward[,]" via a deposition of MJF.
(Emphasis omitted.) The circuit court then instructed that
"[i]f issues arise regarding the scope of permissible discovery
or its timing, the parties shall request a further Rule 16
conference with the Court." (Emphasis added.)
Greene Lane does not assert, and the record does not
show, it requested a further conference. The circuit court thus
did not abuse its discretion.
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(4) In its sixth point of error, Greene Lane contends
the circuit court erred in granting MJF's summary judgment
motion, determining there was no genuine issue of material fact.
Greene Lane also contends the circuit court abused its
discretion in denying Greene Lane's motion for reconsideration.
(a) Motion for Summary Judgment
Greene Lane argues "[t]he Partners were not
'hopelessly deadlocked'" and the "spirited communications"
represented "resolvable discord between the Partners."
As MJF initiated the proceeding below and moved for
summary judgment, it bore the burden to show there was not a
"genuine issue of material fact" as "to the essential elements
of the claim" and that it was "entitled to summary judgment as a
matter of law." Ralston v. Yim, 129 Hawai‘i 46, 56, 292 P.3d
1276, 1286 (2013) (citation omitted). If MJF satisfies this
burden, the burden shifts to Greene Lane to demonstrate "the
existence of a triable, material factual issue" or adduce
"evidence of material facts which demonstrate the existence of
affirmative defenses that would defeat the plaintiff's claim."
Ocwen Fed. Bank, FSB v. Russell, 99 Hawai‘i 173, 183, 53 P.3d
312, 322 (App. 2002) (citation omitted).
To support its claims that dissolution was necessary
as the partners were deadlocked in a dispute and Pumehana's
purpose could no longer be fulfilled due to the Project's
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"imminent foreclosure[,]" MJF provided copies of e-mails and
texts from Greene Lane's member-manager Yang Suh requesting
information from Franco, and indicating Suh would not approve
new financing agreements to pay off the Bank of Hawaii Note due
to his deepening frustration with, and hostility towards Franco
and Renee regarding the partnership and proposed financing
agreements.
Some of Suh's messages included insults, swearing,
threats (including litigation and indicating he would pay a
houseless individual $1,000 to defecate on Franco's grave), and
character attacks directed at Franco, Renee, their children, and
others.
Various ULPA/RULPA jurisdictions across the country
have held that management deadlock, "evidence of ill-will,
dissension, and antagonism between the partners[,]" or "an
irreparable deterioration of a relationship between partners"
are valid bases for dissolution. See, e.g., In re Rueth Dev.
Co., 976 N.E.2d 42, 55 (Ind. Ct. App. 2012); Cobin v. Rice, 823
F. Supp. 1419, 1426 (N.D. Ind. 1993); Brennan v. Brennan
Assocs., 977 A.2d 107, 120, 120 n.14 (Conn. 2009).
Based on the evidence it presented, MJF showed there
was no genuine issue as to the partners' relationship, and that
it was "not reasonably practicable to carry on the activities of
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the limited partnership in conformity with the partnership
agreement." HRS § 425E-802.
The burden then shifted to Greene Lane, which did not
produce any evidence to support its claims that the messages
reflected "mere discord" between the parties or that there were
issues as to whether Pumehana could carry on its activities in
conformity with its partnership agreement. See Russell, 99
Hawai‘i at 183, 53 P.3d at 322.
Thus, the circuit court did not err in granting MJF's
summary judgment motion.
(b) Motion for Reconsideration
discretion in denying its motion for reconsideration because the
City Council's extension of the Project's construction deadline
"from May 6, 2021, to May 6, 2024" was "newly discovered
evidence" as the extension was approved after the circuit
court's hearing on MJF's summary judgment motion.
[T]he purpose of a motion for reconsideration is to allow the parties to present new evidence and/or arguments that could not have been presented during the earlier adjudicated motion. Reconsideration is not a device to relitigate old matters or to raise arguments or evidence that could and should have been brought during the earlier proceeding.
Cho v. State, 115 Hawai‘i 373, 384, 168 P.3d 17, 28 (2007)
(citation omitted).
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On August 24, 2020, Greene Lane notified the circuit
court that a resolution to extend the construction deadline was
pending approval from city authorities. The hearing on the
motion for summary judgment was on September 3, 2020, where the
circuit court took the matter under advisement, issuing no oral
ruling. The City Council extended the construction deadline on
September 9, 2020. The circuit court entered its order granting
summary judgment on October 5, 2020. See generally Sousaris v.
Miller, 92 Hawai‘i 505, 514, 993 P.2d 539, 548 (2000); Cho, 115
Hawai‘i at 384, 168 P.3d at 28.
Because Greene Lane knew the proposal to extend the
construction deadline was pending and the City Council extended
the deadline about a month before the circuit court ruled on the
motion for summary judgment, the extension could have been
presented to the circuit court prior to its ruling on the motion
and was not "new" evidence. Even if the extension was new
evidence, it was not material to the issue of ill-will,
dissension, and antagonism among the parties to create a genuine
issue of material fact.
Thus, the circuit court did not abuse its discretion
in denying Greene Lane's motion for reconsideration.
(5) In its eighth point of error, Greene Lane
contends the circuit court abused its discretion by "not
adequately screen[ing] this matter for a conflict of
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interest[,]" arguing "[t]he appearance of impropriety and
partiality is present because, while in private practice, Judge
Cataldo was adverse to Mahoney in two lawsuits."
Greene Lane appears to primarily rely on Hawai‘i
Revised Code of Judicial Conduct (HRCJC) Rule 2.11 to support
its arguments. HRCJC Rule 2.11(a)(6)(A) requires that a judge
disqualify or recuse themselves if the judge "served as a lawyer
in the matter in controversy":
(a) Subject to the rule of necessity, a judge shall disqualify or recuse himself or herself in any proceeding in which the judge's impartiality* might reasonably be questioned, including but not limited to the following circumstances:
. . . .
(6) The judge:
(A) served as a lawyer in the matter in controversy, or was associated with a lawyer who participated substantially as a lawyer in the matter during such association[.]
(Formatting altered and emphasis added.)
Though HRCJC does not explain what constitutes a
"matter in controversy," this court has determined "the term
'matter' appears to refer to a case (which will have a 'final
disposition') before the court, not other cases involving the
same or similar issues." Kondaur Cap. Corp. v. Matsuyoshi, 150
Hawai‘i 1, 15, 496 P.3d 479, 493 (App. 2021).
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Here, the two lawsuits Judge Cataldo was purportedly
adverse to Mahoney were case numbers 1CC161001492 and
1CC171001820, both entitled Visionsafe Corp. et al. v. Cades
Schutte LLP et al., which asserted legal malpractice claims.
Mahoney was one of the plaintiffs in the Visionsafe
lawsuits. Judge Cataldo was employed at McCorriston Miller
Mukai MacKinnon, which represented Cades in the Visionsafe
lawsuits.
But the Visionsafe lawsuits did not involve Pumehana,
its financing, or dissolution of a partnership. Moreover, Judge
Cataldo's participation in the Visionsafe lawsuits did not
change the evidence presented with the motion for summary
judgment in the special proceeding here - namely, Suh's
contentious e-mails and refusal to agree on financing.
And when the Visionsafe lawsuits were brought to the
circuit court's attention, the instant special proceeding was
reassigned to Judge Ochiai. Judge Ochiai presided over Greene
Lane's motion for reconsideration and HRCP Rule 60(b)(4) motion.
We decline to vacate the judgment in this case under
these circumstances.
(6) In its ninth point of error, Greene Lane contends
the circuit court erred in "exercising jurisdiction over a
[temporary restraining order (TRO)] matter" as "[o]nly the
district courts have the authority to issue injunctions against
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harassment[,]" under HRS § 604-10.5(b) (2016). 6 (Some formatting
"Hawai‘i courts 'have the inherent power and authority
to control the litigation process before them and to curb abuses
and promote fair process[.]'" Kaina v. Gellman, 119 Hawai‘i 324,
330, 197 P.3d 776, 782 (App. 2008) (citation omitted). "HRS
§ 603-21.9(1) & (6) is a legislative restatement of the inherent
powers doctrine." Id. at 331, 197 P.3d at 783 (footnote
omitted).
On March 30, 2020, the parties agreed contact would be
through their attorneys following communications Suh sent to
Franco and Renee. Suh, however, violated that agreement when he
sent messages directly to Renee and/or Franco in June, August,
and September 2020, regarding capital contributions, funding,
the loan, their actions in the case, and their marriage
(including "Go run to Lyle and Tobin. Get a tro on me. You
twits."; "Right about now. You are trying to make me look like a
bad guy in front of a judge."; "I can picture the self pity and
acting the victim . . . seems like it's a common theme in your
family. Communicate. It's healthy.").
6 HRS § 604-10.5(b) provides "[t]he district courts shall have the power to enjoin, prohibit, or temporarily restrain harassment."
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Renee requested sanctions and an order enjoining Suh
from contacting her.
The circuit court denied Renee's request for
sanctions, as there was no court order in place when Suh
violated the agreement to communicate through counsel.
But, relying on its inherent powers under HRS § 603-
21.9 (2016), 7 the circuit court enjoined Greene Lane, "through
any of its agents, representatives, and member-managers," from
communicating directly with Renee and required all contact to go
through her counsel. The circuit court found that the elements
to issue an injunction were met, and Greene Lane did not
expressly challenge that finding on appeal. See Okada Trucking
Co. v. Bd. of Water Supply, 97 Hawai‘i 450, 458, 40 P.3d 73, 81
(2002) ("Findings of fact . . . not challenged on appeal are
binding on the appellate court.").
7 HRS § 603-21.9 provides in pertinent part:
The several circuit courts shall have power:
(1) To make and issue all orders and writs necessary or appropriate in aid of their original or appellate jurisdiction;
(6) To make and award such judgments, decrees, orders, and mandates, issue such executions and other processes, and do such other acts and take such other steps as may be necessary to carry into full effect the powers which are or shall be given to them by law or for the promotion of justice in matters pending before them.
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Suh's violation of the agreement to communicate
through counsel and continued communication with Renee dictated
a need for the circuit court to control the litigation and curb
abuses. Thus, the circuit court did not abuse its discretion by
using its inherent powers to enjoin Greene Lane from directly
contacting Renee.
(7) Finally, in its two remaining points of error,
Greene Lane challenges the denial of its HRCP Rule 60(b)(4)
motion.
Greene Lane first contends the circuit court erred
when it denied Greene Lane's HRCP Rule 60(b)(4) motion as it
applied "the wrong legal standards" at the June 15, 2021 hearing
on the motion.
Regardless of what the circuit court stated at the
June 15, 2021 hearing, "a trial court's written order controls
over its oral statements." State v. Milne, 149 Hawai‘i 329, 335,
489 P.3d 433, 439 (2021).
In Conclusions of Law (COL) 2 and 3 in the "Findings
of Fact (FOF), COL, and Order Denying Greene Lane's HRCP
Rule 60(b)(4) Motion," the circuit court cited language directly
from HRCP Rule 60(b)(4) and noted "a judgment is void only if
the court that rendered it lacked jurisdiction of either the
subject matter or the parties or otherwise acted in a manner
inconsistent with due process of law." (Emphases and citation
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omitted.) This is the correct review of an HRCP Rule 60(b)(4)
motion and Greene Lane does not challenge COL 2 and 3.
Greene Lane next contends the circuit court violated
its due process rights.
"[D]ue process is flexible and calls for such
procedural protections as the particular situation demands."
Fujimoto v. Au, 95 Hawai‘i 116, 164, 19 P.3d 699, 747 (2001)
(citations omitted). "The basic elements of procedural due
process of law require notice and an opportunity to be heard at
a meaningful time and in a meaningful manner." Id. (citations
Here, Greene Lane participated in the special
proceeding below as it filed an answer to the amended
application for judicial dissolution, multiple motions, and was
represented by counsel at hearings on various motions. Greene
Lane was not denied due process.
Thus, the circuit court did not err in denying Greene
Lane's HRCP Rule 60(b)(4) motion.
Based on the foregoing, we affirm the circuit court's
April 22, 2021 Final Judgment; June 16, 2020 Order Denying
Motion to Dismiss MJF's Amended Application for Judicial
Dissolution; October 5, 2020 Order Granting MJF's Summary
Judgment Motion; October 8, 2020 Order on Granting in Part and
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Denying in Part Renee's Motion for Injunction Against Further
Contact; and July 21, 2021 FOF, COL, and Order Denying Greene
DATED: Honolulu, Hawai‘i, February 26, 2025.
On the briefs: /s/ Keith K. Hiraoka Presiding Judge Robert G. Klein, Kurt W. Klein, /s/ Karen T. Nakasone David A. Robyak, Associate Judge James M. Yuda, for Respondent-Appellant, /s/ Sonja M.P. McCullen Greene Lane Capital LLC. Associate Judge
William Meheula, Natasha L.N. Baldauf, D. Kaena Horowitz, (Sullivan Meheula Lee), for Applicant-Appellee, MJF Development Corporation.
Lyle S. Hosoda, Kourtney H. Wong, Spencer J. Lau, for Respondent-Appellee, Renee E. Mola.