Guam Tai-Pan Development and Construction Inc v Yigo Alta Estates Inc [2002] GUSC 20; 2002 Guam 20 (21 November 2002)

IN THE SUPREME COURT OF GUAM

GUAM TAI-PAN DEVELOPMENT & CONSTRUCTION, INC.,
Plaintiff-Appellant,

vs.

YIGO ALTA ESTATES, INC., JOE W. THOMPSON,
AND STEPHEN M. ROAKE,
Defendants-Appellees.

OPINION

Supreme Court Case No.: CVA01-016
Superior Court Case No.: CV0446-99

Filed: November 21, 2002

Cite as: 2002 Guam 20

Appeal from the Superior Court of Guam
Argued and submitted on March 13, 2002
Hagåtña, Guam

Appearing for Plaintiff-Appellant: Anthony R. Camacho, Esq. Law Offices of Horecky & Associates 1st Floor, J. Perez Bldg. 138 Seaton Blvd Hagåtña, Guam 96910

Appearing for Defendant-Appellee: Mark S. Beggs, Esq. McCully & Beggs, P.C. Ste. 200 139 Murray Blvd. Hagåtña, Guam 96910

BEFORE: PETER C. SIGUENZA, JR., Chief Justice; FRANCES M. TYDINGCO-GATEWOOD, Associate Justice; RICHARD H. BENSON, Justice Pro Tempore.

SIGUENZA, CJ.:

[1] This appeal arises from an action to void a contract for sale of real property and subsequently-executed mortgages. Plaintiff-Appellant Guam Tai-Pan Development & Construction, Inc. (hereinafter AGuam Tai-Pan@) appeals a partial summary judgment in favor of Defendant-Appellee Stephen Roake (hereinafter ARoake@). The trial court held that the Guam Business License Law (hereinafter ALicense Law@) did not render a contract executed with a non-licensed party void per se and that Roake, as a third party beneficiary, had standing to defend his rights under the contract. We affirm the trial court=s decision.

I.

[2] On or about September 25, 1996, Guam Tai-Pan and Defendant Yigo Alta Estates, Inc. (hereinafter AYigo Alta@) executed a Contract For the Sale of Real Property[1] wherein Guam Tai-Pan agreed to sell and Yigo Alta agreed to purchase, Lot 7028-R5-5NEW, located in Yigo, Guam (hereinafter AProperty@) for $590,000.00. On the same date, the parties also executed a mortgage agreement and a promissory note, in which Yigo Alta conveyed a mortgage interest in the Property to Guam Tai-Pan to secure Yiga Alta=s balance due on the Property.

[3] On October 23, 1996, Yigo Alta, as mortgagor, conveyed a mortgage interest in the Property to Joe Thompson (hereinafter AThompson@), a person who resides in Kenmore, Washington, as mortgagee, to secure Yigo Alta=s repayment of a $65,000.00 promissory note. On December 5, 1996, Yigo Alta also executed a mortgage with Roake, to secure a promissory note in favor of Roake in the amount of $250,000.00. Yigo Alta borrowed the money from Roake, a retired pilot who resides in Seattle, Washington, for the purpose of constructing a structure on the Property. Pursuant to the subordination clause contained in the AContract For Sale Of Real Property@ signed by Guam Tai-Pan and Yigo Alta, the two respective parties executed a Subordination Agreement (hereinafter AAgreement@) on January 31, 1997. In the Agreement, Guam Tai-Pan agreed to subordinate its earlier recorded mortgage and give priority to Roake=s mortgage.

[4]