Torres v. Chamorro Equities, Inc.
Opinion
f;"/IE·r-, i:• l. LJ SUPERIOR COUwr OFGUAM ,,. 2 202~ JAN -4 PH 2: 43 3 C,LEfif1 OF COURT 4
5 BY: t 6 IN THE SUPERIOR COURT OF GUAM 7
8 CHRISTOPHER A. TORRES, CIVIL CASE NO. CV0379-22 9 Plaintiff, 10 vs. 11 DECISION AND ORDER 12 CHAMORRO EQUITIES, INC., Re: Motion to Amend Pursuant to GRCP J5(a) to Add Defendants and Claims 13 Defendant. 14
16 Counterclaim- 17 Plaintiff,
18 vs. 19 CHRISTOPHER A. TORRES, 20 Counterclaim- 21 Defendant. 22
23 STEVEN L. ULLOA and LISA A. ULLOA,
24 Proposed Intervenors. 25
27 This matter came before the Honorable Arthur R. Barcinas on October 4, 2023, for a
28 hearing on Plaintiff and Counterclaim-Defendant Christopher A. Torres's ("Plaintiff') Motion to Decision and Order Re: Motion to Amend Civil Case No. CV0379-22
Amend Pursuant to GRCP 15(a) to Add Defendants and Claims. Present at the hearing were
2 Attorney Joseph C. Razzano, for the Plaintiff; Attorney Bill R. Mann, for Defendant and
3 Counterclaim-Plaintiff Chamorro Equities, Inc. ("CEI"); and Attorney Braddock J. Huesman, 4 representing Proposed Intervenors Steven L. Ulloa and Lisa A. Ulloa (collectively, "the Ulloas"). 5
7 On July 6, 2022, Plaintiff filed the Complaint in this case. On August 4, 2022, Defendant 8 filed its Answer and Counterclaim. On September 2, 2022, Plaintiff then filed a Third Party 9
10 Complaint against Robert V. Ulloa, Gerald D. Hartwick, and Kenneth E. Thompson (collectively,
11 the "CEI Officers"), as individual officers of CEI. On September 22, 2022, Defendant filed a 12 Motion for Summary Judgment. On September 28, 2022, the CEI Officers moved to dismiss. On 13 September 30, 2022, the Ulloas moved to Intervene and Stay Briefing. On October 7, 2022, 14 Plaintiff requested a conference pursuant to Guam Rule of Civil Procedure ("GRCP") 26(f), 15
16 which was held on October 17, 2022.
17 At the GRCP 26( f) conference, the parties discussed the pending motions, and Plaintiff 18 agreed that the Motion to Dismiss cited relevant case law which confirmed the third party 19 complaint filed against the CEI Officers should have instead been brought as a standard 20 complaint. Plaintiff requested the parties to agree to allow Plaintiff to amend his complaint to add 21
22 the CEI Officers. Opposing counsel refused.
23 On October 29, 2022, Plaintiff filed the instant Motion to amend the complaint pursuant 24 to GRCP 15(a), to add the CEI Officers as well as the claims against them. On November 16, 25 2022, Defendant filed its opposition. On November 30, 2022, Plaintiff filed his reply. 26
Page 2 ofS Decision and Order Re: Motion to Amend Civil Case No. CV0379-22
DISCUSSION 2 GRCP 15(a) states that: (a) A party may amend the party's pleading once as a matter of 3 course at any time before a responsive pleading is served or, if 4 the pleading is one to which no responsive pleading is permitted and the action has not been placed upon the trial calendar, the 5 party may so amend it at any time within 20 days after it is served. Otherwise a party may amend the party's pleading only 6 by leave of court or by written consent of the adverse party; and 7 leave shall be freely given when justice so requires. A party shall plead in response to an amended pleading within the time 8 remaining for response to the original pleading or within 10 days after service of the amended pleading, whichever period may be 9 the longer, unless the court otherwise orders. 10 GRCP 15(a). II In evaluating whether an amendment should be granted, the Court must consider undue
12 delay, bad faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies 13 by amendments previously allowed, undue prejudice to the opposing party by virtue of allowing 14 the amendment, or futility of amendment. Arashi & Co., Inc. v. Nakashima Enterprises, Inc., 2005 15
16 Guam 21 'I] 16. Courts grant leave to amend liberally and deny a request to amend only when an
17 apparent reason for denying the amendment exists. M Electric Corp. v. Phil-Gets (Guam) Int'[ 18 Trading Corp., 2016 Guam 35 ,i 42 (citing Foman v. Davis, 317 U.S. 178, 182 (1962)). 19 In the Motion, Plaintiff argues that the Motion be granted because: ( 1) there is no undue 20 delay because discovery has yet to commence; (2) there is no bad faith because Plaintiff informed 21
22 counsel for the CEI Officers that he agreed the third-party complaint filed against the CEI Officers
23 should have been filed in the original lawsuit, and subsequently did not seek to oppose the CEI 24 Officers' motion to dismiss, but brought the instant Motion instead; (3) there is no undue prejudice 25 because the case is still in its infancy and neither party has conducted any discovery, and the CEI 26 Officers are on notice of the claims to be filed against them by Plaintiff, and; (4) the amendment 27
28 would not be futile because Plaintiff has meritorious claims against the CEI Officers.
Page3 ofS Decision and Order Re: Motion to Amend Civil Case No. CV0379-22
In the Opposition, CEI argues that the Motion be denied because Plaintiffs claims against
2 CEI and the CEI Officers are allegedly futile. Regarding itself as an entity, CEI argues that the
3 Court should rule on CEI's Motion for Summary Judgment before ruling on the instant Motion. 4 CEI claims that, because "the claim against CEI in the Amended Complaint is identical to the 5 claim against CEI in the original Complaint, if the Court decides to dismiss the original 6
7 Complaint, then the Motion to Amend would necessarily need to be denied." Opp., at 2. The
8 Court does not find this to demonstrate futility on Plaintiffs part, and, as Plaintiff notes, Plaintiffs
9 Motion did not request leave to amend the Complaint to add claims against CEI itself, only against 10 the CEI Officers. Reply, n. l. 11 Regarding the CEI Officers, CEI argues that Plaintiff alleged in the proposed Amended 12
13 Complaint that only the CEI Board of Directors had the authority to refuse to register the stock
14 that Plaintiff had purchased in his name, and to authorize the filing of the Counterclaim against 15 Plaintiff and the third-party lawsuits against the Ulloas. According to CEI, Plaintiff alleges that 16 the CEI Officers "usurped the power of the BOD and acted as CEI itself .... " Opp., at 6 (quoting 17 PL 's proposed Amended Comp!., ,r 48). CEI claims that Plaintiffs proposed amendment against 18
19 the CEI Officers is futile, because the Board of Directors addressed the allegations in the proposed
20 amended complaint by passing resolutions declaring that the Board of Directors disagrees with 21 those claims. 22 The Court finds no dispute regarding the lack of undue delay, bad faith, or undue prejudice 23 in the Motion to Amend. As to the element of futility, the Court finds that the Motion is also not 24
25 futile in the context ofGRCP 15(a). A motion to amend is considered futile when the complaint
26 as amended would be subject to dismissal. Lujan v. Calvo Fisher & Jacob, LLP, 2018 Guam 27 27 ,r 13. When determining whether the proposed Amended Complaint should be denied as futile, 28
Page 4 of5 Decision and Order Re: Motion to Amend Civil Case No. CV0379-22
the Court must analyze the proposed amendment as if it were before the Court on a motion to
2 dismiss. Id. Therefore, the Court must accept as true all well-pleaded factual allegations, and view
3 them in the light most favorable to the pleading party. Id. Taking this into consideration, CEI fails 4 to provide the Court with any legal basis as to why the Amended Complaint should be considered 5 futile in the context ofGRCP 15(a). 6 CONCLUSION 7
Free access — add to your briefcase to read the full text and ask questions with AI
Torres v. Chamorro Equities, Inc. (Torres v. Chamorro Equities, Inc.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.