RCA Trade Center Inc. v. Schulte Building Systems, Inc.

CourtDistrict Court, D. Hawaii
DecidedJune 17, 2025
Docket1:24-cv-00074
StatusUnknown

This text of RCA Trade Center Inc. v. Schulte Building Systems, Inc. (RCA Trade Center Inc. v. Schulte Building Systems, Inc.) is published on Counsel Stack Legal Research, covering District Court, D. Hawaii primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
RCA Trade Center Inc. v. Schulte Building Systems, Inc., (D. Haw. 2025).

Opinion

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF HAWAII RCA TRADE CENTER INC.; MP UNIT ) CIV. NO. 24-00074 HG-WRP 21, LLC, ) ) Plaintiffs, ) ) vs. ) ) SCHULTE BUILDING SYSTEMS, INC.,) ) Defendant. ) ) ) ORDER GRANTING DEFENDANT SCHULTE BUILDING SYSTEMS, INC.’S MOTION TO COMPEL ARBITRATION (ECF No. 37) AND STAYING THE CASE Plaintiff RCA Trade Center, Inc. and Plaintiff MP Unit 21, LLC are the owners of adjoining sets of four agricultural lots on the North Shore of Oahu. The lots are part of a larger development project called the Marconi Point Condominium Project. Plaintiffs assert that Makai Ranch, LLC, a related entity that shares common ownership with Plaintiffs, contracted with an entity named Rhino Steel Buildings Systems, Inc. The contract was for the purchase of eight steel buildings to be placed on each of the eight agricultural lots. The Parties do not dispute that Defendant Schulte Building Systems, Inc. manufactured the steel building components. Plaintiffs RCA Trade Center, Inc. and Plaintiff MP Unit 21, LLC claim that the steel buildings are defective as some of the components have corroded due to the proximity to the ocean. Plaintiff RCA Trade Center, Inc. and Plaintiff MP Unit 21, LLC seek to sue Defendant Schulte Building Systems, Inc. relating to the contract for the buildings entered into between Makai Ranch, LLC and Rhino Steel Building Systems, Inc. Plaintiffs RCA Trade Center, Inc. and Plaintiff MP Unit 21, LLC acknowledge that they have the same beneficiaries and common ownership with Makai Ranch, LLC, which is currently engaged in an arbitration concerning the contract for the steel buildings with Rhino Steel Building Systems, Inc. Plaintiff RCA Trade Center, Inc. and Plaintiff MP Unit 21, LLC argue that they are not subject to the arbitration because they did not sign the contract between Makai Ranch, LLC and Rhino Steel Building Systems, Inc. Defendant Schulte Building Systems, Inc. argues that the Court should either (1) dismiss the case; (2) compel the Parties to arbitration pursuant to the contract; or (3) stay the case pending the resolution of the arbitration between Makai Ranch, LLC and Rhino Steel Building Systems, Inc. The Court finds that Plaintiffs’ Complaint (ECF No. 1) is

subject to arbitration. Plaintiff RCA Trade Center, Inc., Plaintiff MP Unit 21, LLC, and Defendant Schulte Building Systems, Inc. are COMPELLED TO ARBITRATION. Proceedings are STAYED pending resolution of the arbitration. PROCEDURAL HISTORY On February 16, 2024, Plaintiffs filed the Complaint. (ECF No. 1). On April 5, 2024, Plaintiffs filed a Motion to Disqualify Counsel for Defendant Schulte Building Systems, Inc. (ECF No. 19). On May 31, 2024, the Magistrate Judge issued an ORDER DENYING PLAINTIFFS’ MOTION TO DISQUALIFY COUNSEL FOR DEFENDANT SCHULTE BUILDING SYSTEMS, INC. (ECF No. 28). On November 19, 2024, Defendant filed a Motion to Dismiss or in the alternative Motion to Stay Pending Arbitration. (ECF No. 36). On November 25, 2024, Defendant filed an Amended Motion to Dismiss or in the alternative Motion to Stay Pending Arbitration. (ECF No. 37). On November 26, 2024, Defendant withdrew its November 19, 2024 Motion. (ECF No. 38).

Also on November 26, 2024, the Court issued a briefing schedule. (ECF No. 39). On January 7, 2025, Plaintiffs filed their Opposition. (ECF No. 44). On January 21, 2025, Defendant filed its Reply. (ECF No. 45). On February 5, 2025, the Court issued a Minute Order requesting briefing on subject-matter jurisdiction and Fed. R. Civ. P. 19, to clarify Plaintiffs’ citizenship and the details of ownership and issues with non-parties Makai Ranch, LLC and Rhino Steel Building Systems, Inc. (ECF No. 46). On March 5, 2025, Plaintiffs filed their Response. (ECF No. 47). On March 19, 2025, Defendant filed its Response. (ECF No. 48). The Court elects to decide the matter without a hearing pursuant to District of Hawaii Local Rule 7.1(c).

BACKGROUND NAMED PARTIES: Plaintiff RCA Trade Center, Inc. is a Hawaii corporation

with Jeremiah A. Henderson, III as its President. (Complaint at ¶ 8, ECF No. 1; Hawaii Department of Commerce & Consumer Affairs, last visited June 13, 2025, https://hbe.ehawaii.gov/documents/ business.html?fileNumber =309312D1).

Plaintiff MP Unit 21, LLC is a limited liability company with its principal place of business in Hawaii. (Complaint at ¶ 9, ECF No. 1). The sole member of MP Unit 21, LLC is J. Henderson Enterprises, LLC. (Incumbency Certificate for MP Unit 21, LLC, attached as Ex. 1 to Pl.’s Response, ECF No. 47-2). The members of J. Henderson Enterprises, LLC are: (1) The Jeremiah A. Henderson III Family Protection Trust whose Trustees are Fox Reynolds Henderson and Premier Trust, Inc. (Certificate of Irrevocable Trust, attached as Ex. 5 to Pl.’s Response, ECF No. 47-6). Premier Trust Inc. is a Nevada corporation. (State of Nevada Business Entity Portal, attached as Ex. 6 to Pl.’s Response, ECF No. 47-7). Fox Reynolds Henderson is a citizen of Florida. (Declaration of Fox Reynolds Henderson, attached to Pl.’s Response, ECF No. 47-8). and (2) The Jeremiah A. Henderson III Revocable Family Trust. (Incumbency Certificate for J. Henderson Enterprises, LLC, attached as Ex. 3 to Pl.’s Response, ECF No. 47- 4). The Trustee for The Jeremiah A. Henderson III Revocable Family Trust is Jeremiah A. Henderson, III. (Certificate of Revocable Trust, attached as Ex. 4 to Pl.’s Response, ECF No. 47-5). According to the Complaint, Jeremiah A. Henderson, III is the ultimate beneficial owner of Plaintiff MP Unit 21, LLC. (Complaint at ¶ 9, ECF No. 1). Defendant Schulte Buildings Systems, Inc. is a Texas corporation. (Complaint at ¶ 10, ECF No. 1). ADDITIONAL PARTIES AT ISSUE: Makai Ranch, LLC is a limited liability company with its principal place of business in Hawaii. (Incumbency Certificate for Makai Ranch, LLC, attached as Ex. 2 to Pl.’s Response, ECF No. 47-3). Just as with MP Unit 21, LLC, the sole member of Makai Ranch, LLC is J. Henderson Enterprises, LLC, whose ultimate beneficial owner is Jeremiah A. Henderson, III. (Id.) Rhino Steel Building Systems, Inc. is a Texas corporation. (Declaration of Mat Brown, President of Rhino Steel Building Systems, Inc., attached to Def.’s Response, ECF No. 48-1; State of Texas Office of the Secretary of State File No. 151103300, attached to Def.’s Response, ECF No. 48-1).

THE COMPLAINT’S ALLEGATIONS ARE DEPENDENT ON THE CONTRACT BETWEEN MAKAI RANCH, LLC AND RHINO STEEL BUILDING SYSTEMS, INC.: Plaintiff RCA Trade Center, Inc. and Plaintiff MP Unit 21, LLC are the owners of adjoining sets of four agricultural lots on the North Shore of Oahu. (Complaint at ¶¶ 1, 2, ECF No. 1). The lots are part of a larger development project called the Marconi Point Condominium Project (“Project”). (Id.) Makai Ranch, LLC, who is not a named party in this case, is alleged to be the original developer of the Project. (Id. at ¶ 14). Makai Ranch, LLC, and both Plaintiff RCA Trade Center, Inc. and Plaintiff MP Unit 21, LLC all have Jeremiah Henderson, III as their owner and/or representative. (Id. at ¶¶ 8-9, 27-28; Contract between Makai Ranch, LLC and Rhino Steel Building Systems, Inc., attached as Ex. A to Def.’s Motion to Dismiss, ECF No. 37-2). Plaintiffs assert that in addition to Jeremiah Henderson, III, Michael Danhour is also a representative of Plaintiff RCA Trade Center, Inc. and Plaintiff MP Unit 21, LLC as well as Makai Ranch, LLC. (Id. at ¶¶ 27-28). Plaintiffs RCA Trade Center, Inc. and MP Unit 21, LLC acknowledge that they “share common ownership” with Makai Ranch, LLC, but maintain that they are separate legal entities. (Id. at ¶ 14). Plaintiffs assert that in 2017, Makai Ranch, LLC, through its representative Jeremiah Henderson, III, contracted with Rhino Steel Building Systems, Inc.

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RCA Trade Center Inc. v. Schulte Building Systems, Inc., Counsel Stack Legal Research, https://law.counselstack.com/opinion/rca-trade-center-inc-v-schulte-building-systems-inc-hid-2025.