Guam Yun Shan Enterprises Inc v Shenzhen Development Bank Ltd [1998] GUSC 19; 1998 Guam 21 (17 September 1998)

IN THE SUPREME COURT OF GUAM

GUAM YUN SHAN ENTERPRISES, INC., ) Supreme Court Case No. CVA97-041

) Superior Court Case No. CV0817-96

Plaintiff-Appellant, )

)

vs. ) OPINION

)

SHENZHEN DEVELOPMENT BANK, LTD., )

)

Defendant-Appellee. )

)

)

Filed: September 17, 1998

Cite as: 1998 Guam 21

Appeal from the Superior Court of Guam
Argued and Submitted on 5 May 1998
Hagåtña, Guam

Appearing for the Plaintiff-Appellant: Appearing for the Defendant-Appellee:

Duncan G. McCully Thomas C. Moody

McCully & Beggs, P.C. Klemm, Blair, Sterling & Johnson

Suite 200, 139 Murray Boulevard 1008 Pacific News Building

Hagåtña, Guam 96910 A Professional Corporation

238 Archbishop F.C. Flores Street
Hagåtña, Guam 96910

BEFORE: PETER C. SIGUENZA, Chief Justice; JANET HEALY WEEKS, Associate Justice; and HOWARD TRAPP, Associate Justice.

TRAPP, J.:

[1] Guam Yun Shan Enterprises, Inc., (GYS), appeals the superior court=s partial summary adjudication dismissing Count II of its Complaint for a Declaratory Judgment and the denial of its Motion for Leave to File an Amended Complaint, certified under Guam R. Civ. P., Rule 54(b)(1996). This court heard argument on the issue of claim finality under Rule 54(b). GYS urges this court to affirm the trial court=s certification of these issues as final and appropriate for review under GRCP Rule 54(b). In the alternative, it asks us to accept jurisdiction as an interlocutory matter, under 7 GCA ' 3108(b)(1994).

[2] GYS, a Guam corporation, mortgaged its property to Defendant Shenzhen Development Bank, Ltd. (Shenzhen), a corporation of the People=s Republic of China (PRC) on 4 May 1993. The mortgage was recorded with the Department of Land Management on 13 July 1993. It secured the indebtedness of Shenzhen Yun Shan Machinery Hire Company, a PRC corporation, to the Defendant Shenzhen. On 11 June 1996, GYS filed a AComplaint for a Declaratory Judgment@ in the Superior Court of Guam, which contains three counts. Count II asks to have the mortgage declared null and void on the ground that GYS=s consent was obtained through the incarceration and other duress practiced upon its president and majority shareholder, Koon Kwong Chu (Chu), in the PRC. GYS claims that Chu was told that he would be released only if GYS mortgaged its Guam land to secure Shenzhen Yun Shan Machinery Hire Company=s indebtedness to Defendant Shenzhen. The mortgage was signed on behalf of GYS by Chu=s wife, Wai Ping Shen Chu, on 4 May 1993. Chu was released from prison two weeks later; his passport was withheld from him until 20 August 1993.

On 3 February 1997, Defendant Shenzhen filed its motion for the dismissal of Count II, arguing that the action is one based on fraud and, therefore, barred by the three-year statute of limitations, 7 GCA ' 11305(4)(1996). GYS opposed the motion and asked for leave to file an amended complaint. The proposed amended complaint restates the challenged second count as an action for rescission and adds five new counts. The superior court entered a partial judgment dismissing Count II and denied GYS=s Motion For Leave To File An Amended Complaint. It also certified the partial summary adjudication and order of denial for immediate appeal under GRCP 54(b).

[3]