U.L.G., Inc., a Guam Corporation v. Mary S.N. Leon Guerrero

CourtSuperior Court of Guam
DecidedMay 10, 2022
DocketCV0776-20
StatusUnknown

This text of U.L.G., Inc., a Guam Corporation v. Mary S.N. Leon Guerrero (U.L.G., Inc., a Guam Corporation v. Mary S.N. Leon Guerrero) is published on Counsel Stack Legal Research, covering Superior Court of Guam primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
U.L.G., Inc., a Guam Corporation v. Mary S.N. Leon Guerrero, (superctguam 2022).

Opinion

FILED SUPERIOR COUT OF GUAM

1 2U221AY to PH I: CLERK OF CO URT 2

3 IN THE SUPERIOR COURT OF GUAM 4

5 Civil Case No. CV0776-20 U.L.G., INC., a Guam corporation, et al., 6 Plaintiffs.

7 DECISION AND ORDER (Motion for Summary Judgment by Defendants Phillip Schrage and Alex Lim) 8

9 MARY S.N. LEON GUERRERO, et aL,

10 Defendants.

INTRODUCTION 12 This mailer came before the Honorable Arthur R. Barcinas on february 15, 2022, for a 13 hearing on Defendant Phillip Schrage (“Schrage”) and Alex Lim’s (“Alex”) Motion for 14 Summary Judgment. Present at the hearing were: Attorney Anita Arriola for Columbus,

15 Attorney Richard Johnson for Defendants Schrage and Lim, Attorney Joseph McDonald for

16 Defendants Mary and Collin Leon Guerrero, Attorney Bill Mann for Defendants Lourdes San

Nicolas (“Lourdes”) and Pacific American Title Insurance and Escrow Company (“PATICO”), 17 and Attorney Delia Wolff for Plaintiffs. At the hearing Schrage and Lim argued their Motion 18 for Summary Judgment, Plaintiffs argued in opposition, and the Court took the mailer under 19 advisement. Having considered the arguments and the applicable law, the Court hereby 20 GRANTS Defendants Schrage and Lim’s Motion for Summary Judgment.

Page lofl3 i UNDISPUTED FACTS

After reviewing the record, the Court finds the following undisputed facts. 2 Original Ownership ofthe Properties 3 1. Three brothers, Pedro, Francisco, and Agapito Leon Guerrero, each owned a one-third (1/3) interest in Lot. No. 5134-1 and Lot No. 5 134-2, Tamuning, Guam. They jointly leased the two lots to Guam Kakuei Company, Ltd., for a term of 99 years. The long- term lease provides for an escalating rent every 10 years. The current rent is $3,000 per month for all the lots. Lot No. 5134-2 was subdivided and is now known as Lot No. 5134-2-1 and Lot No. 5134-2-Ri (“the Property”). 6 2. All three brothers are now deceased and each of their successors-in-interest currently 7 receive $1,000 per month as their one-third share of the monthly rent.

3. Guam Kauei, as a tenant, assigned all of its interest in Lot 5134-2-1 to Baba $ Corporation on December 23, 1985, and all its interest in the remaining lots were assigned to American Sotetsu. 9 4. American $otetsu assigned all its interest to Grandview Corporation (“Grandview”) on September 3, 2003. Grandview is Columbus’s sister company, and they share an office 10 in Harmon.

ii 5. Pedro had four children: Rita, Peter, Bernadette, and Gregory. Peter is an adult resident of Washington. Rita is an adult resident of Oklahoma. Bernadette passed away on 12 December 20, 2020, and is now represented by her Estate.

6. Pedro conveyed his one-third (1/3) interest in the Property by Quitclaim Deed to his 13 son Gregory on July 15, 1992.

14 formation of UL.G.

15 7. Gregory formed U.L.G., a Guam corporation, with his two first cousins Pamela and Anthony Leon Guerrero. The three were then appointed as the first directors of U.L.G. Gregory owned 1,498 shares; Pamela and Anthony each owned one (1) share. 16 8. On July 15, 1992, Gregory transferred his one-third (1/3) interest in the Property to 17 U.L.G.

18 • Gregory died in 2013, and a Decree of Final Distribution in his probate case filed on July 15, 2016, conveyed all of Gregory’s 1,498 shares in U.L.G. equally to his wife Mary (749 shares) and his son Collin (749 shares). 19

Page 2 of 13 1 Mary Transfers UL. G. Shares to Plaintiffs 2 10. After Gregory’s death, Mary wanted to “make things right” with Plaintiffs by dividing the U.LG. shares with them. 3 11. Sometime in 2014 or 2015, Mary returned to Guam. At that time, she went to the 4 offices of Goodwind, another affiliate of Columbus, to collect the monthly rent payment under the Ground Lease and to introduce herself. There she met with Scbrage, the senior vice president of Goodwind, during which time Schrage introduced himself and advised her that if she ever decided that she would like to sell U.L.G.’s interest in the Property, to keep him in mind. 6 12. On October 15, 2018, a series of events occurred. 7 a. first, Pamela and Anthony each assigned their one (1) share, and Collin assigned his 749 shares in U.L.G. to Mary, so that Mary owned all 1,500 shares in U.L.G. 8 b. Second, Mary assigned all her shares to Plaintiffs accordingly: 25% each to 9 Peter, Rita, and Bernadette (375 shares each), and 25% (375 shares) to herself.

c. Third, the following documents were filed at the Department of Revenue and 10 Taxation (“DRT”): i. Assignment of Share Capital Stock by Anthony to Mary and Collin; 11 ii. Assignment of Share Capital Stock by Pamela to Mary and Collin; iii. Assignment of Share Capital Stock by Collin to Mary; 12 iv. Assignment of Share Capital Stock by Mary to Peter, Rita, and Bernadette; v. Resolution of U. L. G. Stockholders, (1) consenting to the Assignment of 13 U.L.G. shares; (2) electing Peter, Rita, Bernadette, and Mary as U.L.G.’s four directors; (3) and approving U.L.G.’s First Amended 14 Articles of Incorporation and first Amended Bylaws; and vi. Resolution of U.L.G. Directors acknowledging the Assignment of 15 U.L.G. shares, and electing Peter as U.L.G.’s President and Treasurer and Mary as its Secretary. 16 13. Then, on October 31, 2018, U.L.G. filed its 2018 Annual Report confirming that Mary, Peter, Rita, and Bernadette, each owned 375 U.L.G. shares. 17 Mary Intent to Sell the Propertv 18 14. In the late summer of 2019, Mary started working with Ramona Siblang (“Ramona”), a real estate affiliate with The Property Shop, to bring about the sale of the Property. 19 15. In October 2019, Mary and Ramona contacted Rita and Bernadette to inform them that 20 Mary wanted to sell the Property. Rita and Bernadette told Mary she could not sell the Property. Mary became angry, saying “I’ve had it” and said she would call Peter.

Page 3 of 13 1 16. When Mary contacted Peter, she told him she wanted to sell the Property for $1.5 million, but he told her not to sell the Property because the price was “too cheap.” Mary said, “Never mind. Collin and I will sell it.” 2 17. Sometime in 2019, Schrage was contacted by Phillip Law (“Law”), a real estate broker 3 from The Property Shop. Law advised Schrage that he believed Mary, as president of U.L.G., was interested in selling U.L.G.’s one-third (1/3) undivided interest in the 4 Property.

18. On November 4, 2019, Mary sent an offer to Columbus to sell U.L.G.’s one-third (1/3) interest in the Property for $2.5 million.

6 19. About a week after sending the offer to Columbus, Mary and Ramona went to DRT and reviewed the U.L.G. corporate file. Mary then discovered that the 2018 Amended 7 Articles and Amended By-Laws had been filed on October 18, 2018, showing that Plaintiffs each owned a one-fourth (1/4) share in U.L.G.

8 20. Mary became extremely upset, as she believed that Plaintiffs “stole [her] company.” Mary then decided she was not going to share the sale of the Property with Plaintiffs. 9 21. A corporate Resolution, reflecting approval by the U.L.G. board of directors on November 8, 2019, was signed by Mary and Collin. The Resolution authorized Mary, 10 on behalf of U.L.G., to sell the Property to Columbus. The Resolution also indicated Mary’s position and title as President/Treasurer, and Collin’s position and title as 11 Corporate Secretary.

12 UL. G. ‘s one-third (1/3) Interest is sold to columbus

22. Columbus is a Guam Corporation established on October 11, 1972, as a property 13 investment entity.

14 23. Alex Lim (“Lim”) is the Treasurer/Corporate Secretary of Columbus.

15 24. Phillip Schrage (“Schrage”) is a representative of Columbus.

25. On November 4, 2019, Columbus received an offer from U.L.G. to purchase a one- 16 third (1/3) interest in the Property for $2.5 million.

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U.L.G., Inc., a Guam Corporation v. Mary S.N. Leon Guerrero, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ulg-inc-a-guam-corporation-v-mary-sn-leon-guerrero-superctguam-2022.