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6 IN THE SUPERIOR COURT OF GUAM 7 JENNIFER VADO and SAMUEL VADO, Civil Case No. CV042l-19 8
9 Plaintiffs, 10 vs. 11 DECISION AND ORDER CWC BUILDERS INC. and REVEST, 12 mc. , 13 Defendants . 14
15 INTRODUCTION 16 This matter came before the Honorable Benjamin C. Sison; Jr. on August 2, 2019, for a 17 motion hearing on DefendantRevest, Inc.'s ("Revest") Motion for SummaryJudgment. Attorney 18 Edwin Tories appeared on behalf of Revest. Attorney Jeflimy Cook appeared on behalf of 19 Plaintiffs Jennifer Vado and Samuel Vado ("Plaintiffs"). Havingreviewed the Mdenoe and the 20 arguments presented, the Court issues the following Decision and Order GRANTING Revest's
21 Motion.
22 BACKGROUND The present dispute arises 6'om a lease agreement for Lot No. 5097-6-Rl, Finagayen, 23 Dededo, Guam ("the Property"). Plaintiffs claim that pursuant to a written Lease Agreement (the 24 "Lease") dated September 20, 1979, Plaintiffs' predecessors, Semproso and Josefina Vado, 25 leased certain property to Defendant CWC Builders, Inc. ("CWC") for a tern of fifty (50) years, 26 which property under the Lease was subsequently subleased to Revest on September 28, 2015. 27 On April 9, 2019, Plauintitfs tiled a Complaint for UnlawM Detainer, seeking termination of the 28 Lease and removal of Revest from the premises on the basis that Revest has failed to maintain 1 the property in a certain condition as required under the Lease. 2 On July 1, 2019, Revest Sled a Motion for Summary Judgment, arguing that: (1)
3 Plaintiffs are barred Hom bringing suit due to their lack of a business license, and (2) Plaintiffs
4 lack standing to sue under the Lease, and (3) Plaintiff Vado failed to verify the Complaint as required under Guam Rules of Civil Procedure. Plaintiffs tiled an Opposition on June 17, 2019 5 and Revest filed its Reply on July 1, 2019. The Court held a motion hearing on August 2, 2019. 6 At the hearing, counsel for Revest informed the Court that the Motion for Summary Judgment 7 rested on Plaintiffs' lack of a business license, and that the other arguiunents contained in its 8 motion were waived. 9
10 DISCUSSION 11 A. Summary Judgment Standard
12 .Under Guam Rule of Civil Procedure 56, a court may got summary judgment if the
13 pleadings, deposition, interrogatories, and admissions on 'tile together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to 14 judgment as a matter of law. GRCP 56(c), Izuka Corp. v. Kawasho Int'l (Guam), Inc., 1997 15 Guam 10117. FuNner, .16 "a party seeking summary judgment always bears the initial responsibility of 17 informing the district court of the basis for its motion, and identifying those portions of 'the pleadings, depositions, answers to interrogatories, and 18 admissions on file, together with the affidavits, if any,' which it believes 19 demonstrate the absence of a genuine issue of material fact."
20 Celotex Corp. v. Catlett, 477 U.S. 317, 323 (1986).
21 In rendering its decision on a motion for summary judgment, a court must draw
22 inferences and view the evidence in the light most favorable to the non-moving party. Bank of
23 Guam v, Flores, 2004 Guam 25. IL however, the movant can demonstrate that there are no genuine issues of material fact, the non-rnovant cannot merely rely on allegations contained in 24 the pleading but must produce at least some significantly probative evidence to support the 25 pleading. Edwards v. Pay. Fin. Corp., 2000 Guam 27 1] 17. Consequently, a court's 'Ultimate 26 inquiry is to determine whether the 'specific fads' set by the nonmoving party, coupled with 27 undisputed background or contextual facts, are such that a rational or reasonable jury might 28 return a verdict in its favor based on that evidence." Id. The Guam Supreme Court has
CV0421-19, Vado v. CWC Euilders Inc. and Revest, Inc. Page 2 of 5 Decision and Order Re: De£'s Mot. for Summary Judgment I I'll
1 determined that the question of whether a party may maintain a lawsuit without a proper business 2 license may be challenged via a motion for summary judgment, as opposed to a motion for
3 dismissal pursuant to Rule 12(b)(6). Tayeronv. Kim, 1999 Guam 16.
4 B. Unlawful Detainer 5 21 Guam Code Annotated ("GCA") Chapter 21 sets forth Guam's Unlawful Detainer 6 laws. Unlawful detainer proceedings are an expedited method for a landlord to regain possession 7 o f their property. Archbishop of Guam v. G.RG. Corp., 1997 Guam 12 1[ 10. "Because an 8 unlawful detainer action is a summary remedy, the unlawful detainer statute must be complied 9 with Strictly." Id. 10
11 C. Business License Requirement
12 Guam's Business License Law provides that "[a]ny person engaging in . . . business on
13 Guam without a business license ... may not maintain a proceeding in any Court on Guam until it obtains a business license." 11 GCA § 70131(b). 14 Plaintiffs concede that they do not have a business license as it pertains to the property 15 under the Lease. Plaintiffs argue that this matter nonetheless should proceed because theyhave 16 substantially complied wide the Guam Business License Law. The doctrine of substantial 17 compliance is an equitable doctrine employed by courts "to avoid hardship in cases where a 18 party has done all that can be reasonably expected." Buceei v. US., 632 F.3d 1140, 1145 (9th 19 Cir. 2011) (citing Sawyer v. Sonoma County, 719 F.2d 1001, 1007-08 (9th Cir. l983)). 20 Guam's Business License Laws previously contained explicit language which allowed
21 court's to liberally construe the licensing requirement and to "ignore technical deficiencies if the
22 courts find there has been substantial compliance with the business license laws, rules, and regulations." See prior version of ll GCA § 70130 at (f), see also Tayeron v. Kim, 1999 Guam 23 16 11 11. However, the Guam Legislature revised Section 70130 and specifically removed 24 subsection (f) containing the abovementioned language. See P.L. 27-57. The Court must now 25 determine whether the Legislahlre's remnovad of subsection (f) was intended to create an absolute 26 bar to the common law equitable doctrine of substantial compliance as it pertains to Gualn's 27 business license laws, and if not, whether the factual circumstances in this case support 28 Plaintiffs' position that they have substantially complied with Guanl's business license laws and
CV042l-19, Vado v, CWC Builders Ire. and Revest, Inc. Page 3 o f f Decision and Older Re: De£'s Mot. for Summary Judgment J s
1 should therefore be pennitted to maintain this action. 2 Revest cites to numerous cases which support its argument that the legislative branch is
3 tree to "alter or repeal the common law." Bertholfv. O 'Reilly, 74 N.Y. 509, 524 (1878), see also
4 Hanson v. Jejies, 697 So.2d 792, 798 (Miss. Ct. App. 1997) ("The legislature is entitled to abolish common law doctrines ..."); Bowerman v. Sheehan, 219 N.W . 69, 70 (Mich. 1928) 5 ("The Legislature may alter or repeal the common law.").
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s§8m=§a!a§c€?:Eu r DF Giié Q 1
2 2'Ji9 Aus 26 PH 3* 23
3 C§.EE§( G? COURT 4 it: 5
6 IN THE SUPERIOR COURT OF GUAM 7 JENNIFER VADO and SAMUEL VADO, Civil Case No. CV042l-19 8
9 Plaintiffs, 10 vs. 11 DECISION AND ORDER CWC BUILDERS INC. and REVEST, 12 mc. , 13 Defendants . 14
15 INTRODUCTION 16 This matter came before the Honorable Benjamin C. Sison; Jr. on August 2, 2019, for a 17 motion hearing on DefendantRevest, Inc.'s ("Revest") Motion for SummaryJudgment. Attorney 18 Edwin Tories appeared on behalf of Revest. Attorney Jeflimy Cook appeared on behalf of 19 Plaintiffs Jennifer Vado and Samuel Vado ("Plaintiffs"). Havingreviewed the Mdenoe and the 20 arguments presented, the Court issues the following Decision and Order GRANTING Revest's
21 Motion.
22 BACKGROUND The present dispute arises 6'om a lease agreement for Lot No. 5097-6-Rl, Finagayen, 23 Dededo, Guam ("the Property"). Plaintiffs claim that pursuant to a written Lease Agreement (the 24 "Lease") dated September 20, 1979, Plaintiffs' predecessors, Semproso and Josefina Vado, 25 leased certain property to Defendant CWC Builders, Inc. ("CWC") for a tern of fifty (50) years, 26 which property under the Lease was subsequently subleased to Revest on September 28, 2015. 27 On April 9, 2019, Plauintitfs tiled a Complaint for UnlawM Detainer, seeking termination of the 28 Lease and removal of Revest from the premises on the basis that Revest has failed to maintain 1 the property in a certain condition as required under the Lease. 2 On July 1, 2019, Revest Sled a Motion for Summary Judgment, arguing that: (1)
3 Plaintiffs are barred Hom bringing suit due to their lack of a business license, and (2) Plaintiffs
4 lack standing to sue under the Lease, and (3) Plaintiff Vado failed to verify the Complaint as required under Guam Rules of Civil Procedure. Plaintiffs tiled an Opposition on June 17, 2019 5 and Revest filed its Reply on July 1, 2019. The Court held a motion hearing on August 2, 2019. 6 At the hearing, counsel for Revest informed the Court that the Motion for Summary Judgment 7 rested on Plaintiffs' lack of a business license, and that the other arguiunents contained in its 8 motion were waived. 9
10 DISCUSSION 11 A. Summary Judgment Standard
12 .Under Guam Rule of Civil Procedure 56, a court may got summary judgment if the
13 pleadings, deposition, interrogatories, and admissions on 'tile together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to 14 judgment as a matter of law. GRCP 56(c), Izuka Corp. v. Kawasho Int'l (Guam), Inc., 1997 15 Guam 10117. FuNner, .16 "a party seeking summary judgment always bears the initial responsibility of 17 informing the district court of the basis for its motion, and identifying those portions of 'the pleadings, depositions, answers to interrogatories, and 18 admissions on file, together with the affidavits, if any,' which it believes 19 demonstrate the absence of a genuine issue of material fact."
20 Celotex Corp. v. Catlett, 477 U.S. 317, 323 (1986).
21 In rendering its decision on a motion for summary judgment, a court must draw
22 inferences and view the evidence in the light most favorable to the non-moving party. Bank of
23 Guam v, Flores, 2004 Guam 25. IL however, the movant can demonstrate that there are no genuine issues of material fact, the non-rnovant cannot merely rely on allegations contained in 24 the pleading but must produce at least some significantly probative evidence to support the 25 pleading. Edwards v. Pay. Fin. Corp., 2000 Guam 27 1] 17. Consequently, a court's 'Ultimate 26 inquiry is to determine whether the 'specific fads' set by the nonmoving party, coupled with 27 undisputed background or contextual facts, are such that a rational or reasonable jury might 28 return a verdict in its favor based on that evidence." Id. The Guam Supreme Court has
CV0421-19, Vado v. CWC Euilders Inc. and Revest, Inc. Page 2 of 5 Decision and Order Re: De£'s Mot. for Summary Judgment I I'll
1 determined that the question of whether a party may maintain a lawsuit without a proper business 2 license may be challenged via a motion for summary judgment, as opposed to a motion for
3 dismissal pursuant to Rule 12(b)(6). Tayeronv. Kim, 1999 Guam 16.
4 B. Unlawful Detainer 5 21 Guam Code Annotated ("GCA") Chapter 21 sets forth Guam's Unlawful Detainer 6 laws. Unlawful detainer proceedings are an expedited method for a landlord to regain possession 7 o f their property. Archbishop of Guam v. G.RG. Corp., 1997 Guam 12 1[ 10. "Because an 8 unlawful detainer action is a summary remedy, the unlawful detainer statute must be complied 9 with Strictly." Id. 10
11 C. Business License Requirement
12 Guam's Business License Law provides that "[a]ny person engaging in . . . business on
13 Guam without a business license ... may not maintain a proceeding in any Court on Guam until it obtains a business license." 11 GCA § 70131(b). 14 Plaintiffs concede that they do not have a business license as it pertains to the property 15 under the Lease. Plaintiffs argue that this matter nonetheless should proceed because theyhave 16 substantially complied wide the Guam Business License Law. The doctrine of substantial 17 compliance is an equitable doctrine employed by courts "to avoid hardship in cases where a 18 party has done all that can be reasonably expected." Buceei v. US., 632 F.3d 1140, 1145 (9th 19 Cir. 2011) (citing Sawyer v. Sonoma County, 719 F.2d 1001, 1007-08 (9th Cir. l983)). 20 Guam's Business License Laws previously contained explicit language which allowed
21 court's to liberally construe the licensing requirement and to "ignore technical deficiencies if the
22 courts find there has been substantial compliance with the business license laws, rules, and regulations." See prior version of ll GCA § 70130 at (f), see also Tayeron v. Kim, 1999 Guam 23 16 11 11. However, the Guam Legislature revised Section 70130 and specifically removed 24 subsection (f) containing the abovementioned language. See P.L. 27-57. The Court must now 25 determine whether the Legislahlre's remnovad of subsection (f) was intended to create an absolute 26 bar to the common law equitable doctrine of substantial compliance as it pertains to Gualn's 27 business license laws, and if not, whether the factual circumstances in this case support 28 Plaintiffs' position that they have substantially complied with Guanl's business license laws and
CV042l-19, Vado v, CWC Builders Ire. and Revest, Inc. Page 3 o f f Decision and Older Re: De£'s Mot. for Summary Judgment J s
1 should therefore be pennitted to maintain this action. 2 Revest cites to numerous cases which support its argument that the legislative branch is
3 tree to "alter or repeal the common law." Bertholfv. O 'Reilly, 74 N.Y. 509, 524 (1878), see also
4 Hanson v. Jejies, 697 So.2d 792, 798 (Miss. Ct. App. 1997) ("The legislature is entitled to abolish common law doctrines ..."); Bowerman v. Sheehan, 219 N.W . 69, 70 (Mich. 1928) 5 ("The Legislature may alter or repeal the common law."). By repealing subsection (f), Revest 6 claims Plaintiffs may not argue that they have substantially complied with Guam's Business 7 License and therefore their failure to possess a valid business license respecting the Lease bars 8 Plaintiffs from maintdning its unlawful detainer action in the Superior Court of Guam. 9 Plaintiffs counter that while Guam's business license law was amended by Guam's 10 legislature, the amendments do not expressly or explicitly abolish the long-established doctrine 11 of substantial compliance. Common law doctrines "exist independently of statute, and continues
12 to exist unless the legislative branch explicitly abolishes it. United States v. Texas, 507 U.S. 529,
13 534 (1993), see also Isbrandtsen Co. v. Johnson, 343 U.S. 779, 783 (l952)("Statutes which invade the common law ... are to be read with a presumption favoring the retention of long- 14 established and familiar principles, except when a statutory purpose to the contrary is evident."). 15 Consequently, Plaintiffs argue that the doctrine of substantial compliance survived the 16 amendments to Guam's Business License laws and that Plaintiffs have set forth circumstances in 17 this case clearly showing that they have substantially complied with Guam's Business License 18 Laws sufficient to maintain their unlawful detainer action against Revest. 19 NoW thstanding Plaintiffs' arguments to the contrary, the court does find that the 20 removal of subsection (f) from ll GCA §70l3l does constitute an explicit statement Hom the
21 Legislature that the doctrine of substantial compliance is not available to prospective plaintiffs
22 on Guam as it pertains to compliance with Guam's business license laws and access to Guam courts. Consequently because Plaintiffs lack a business license, they are precluded Hom 23 maintaining this action in the Superior Court of Guam. Having determined that the doctrine of 24 substantial compliance does not apply in this case, the Court need not address the question of 25 whether the facts of this case demonstrate that Plaintiffs have substantially complied with 26 Guam's business license laws. 27
CV042l-19, Vado v. CWC Builders Inc. and Revest, Inc. Page 4 of 5 Decision and OMer Re: De£'s Mot. for Summary Judgment n a
l CONCLUSION 2 Based on the foregoing, Revest's Motion for Summary Judgment is GRANT ED. This
3 case, CV0421-19, is hereby dismissed without prejudice.
5 so ORDERED this ZN dayof nv€w"I' 6 I "n_L I
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CV042 l -19, Vado v. CWC Euilders Inc. and Revest, Inc. Page 5 of 5 Decision and Older Re: De£'s Mot. for Summary Judgment