Torres v Torres [2005] GUSC 22; 2005 Guam 22 (16 November 2005)

IN THE SUPREME COURT OF GUAM

THOMAS PANGELINAN TORRES,
Plaintiff-Appellee,

vs.

THOMAS C. TORRES, ANTHONY C. TORRES, MICHAEL C.
TORRES, ROBERT C. TORRES, and DEPARTMENT OF LAND MANAGEMENT, GOVERNMENT OF GUAM,
Defendants-Appellants.

Supreme Court Case No. CVA04-002
Superior Court Case No. CV0301-96

OPINION

Filed: November 16, 2005

Cite as: 2005 Guam 22

Appeal from the Superior Court of Guam
Argued and submitted on October 26, 2004
Hagåtña, Guam

Appearing for the Plaintiff-Appellee: Terence E. Timblin, Esq. Vernier & Maher, LLP Gov. Joseph Flores Bldg., Ground Flr. 115 Hesler Place Hagåtña, Guam 96910	Appearing for the Defendants-Appellants: David J. Lujan, Esq. Lujan Aguigui & Perez, LLP Suite 301 Pacific News Bldg. 238 Archbishop Flores St. Hagåtña, Guam 96910

BEFORE: F. PHILIP CARBULLIDO, Chief Justice; FRANCES M. TYDINGCO-GATEWOOD, Associate Justice; ROBERT J. TORRES, JR., Associate Justice.

CARBULLIDO, C.J.:

[1] Defendants-Appellants Thomas C. Torres, Anthony C. Torres, Michael C. Torres, Joseph C. Torres, Robert C. Torres (collectively “Sons”) appeal from a Superior Court Judgment granting summary judgment in favor of Plaintiff-Appellee Thomas Pangelinan Torres (“Father”), which canceled a Deed of Gift of certain property to the Sons, and quieted title of the property in Father. The Sons argue that a General Power of Attorney granted by Father to his daughter, Julie Ann Torres Mendiola as attorney-in-fact, allowed Mendiola to execute the Deed of Gift and transfer the property to them without consideration. Father argues that summary judgment was proper because the trial court correctly determined that the power of attorney did not allow such a transaction. We hold that the term “convey” in sections 1.01 and 3.04 of the General Power of Attorney in this case are ambiguous. Interpreting section 1.01 in the context of the instrument, however, reveals that section 1.02 qualified the power to “convey” in section 1.01 to transfers for value, and thus, the term “convey” in section 1.01 cannot reasonably be interpreted as including the power to make a gift. In contrast, because there is no language limiting the term “convey” in section 3.04, the authority to “convey” pursuant to this section is susceptible to two reasonable interpretations, and therefore, can reasonably be interpreted as including the power to make a gift. We next hold that Guam’s parol evidence rule requires the consideration of circumstances surrounding the execution of an instrument; therefore, the trial court erred in failing to consider extrinsic evidence regarding the making of the power of attorney, and specifically, whether the authority to “convey” in section 3.04 may be interpreted as including the power to make a gift. We hold that summary judgment was improperly granted, and thus, the trial court is reversed and the case is remanded.

I.

[2] On May 5, 1978, Father executed a General Power of Attorney (“POA”) appointing Mendiola, as attorney-in-fact. The POA states in relevant part:

I. REAL PROPERTY

Sale or lease of real property

§1.01. To grant, bargain, sell, convey, or lease, or contract for the sale, conveyance, or lease of the following described property owned by me:

. . . .

(ii) Lot No. 4D, Tract 249, Agat, Guam, Estate No. 19717, as shown on Drawing No. US70-L17-01;

(iii) Lot No. 4, Tract 249, Agat, Guam, Estate No. 19718, as shown on Drawing No. US70-L17-01.

Deed and leases

§1.02. To effect any of the transactions described in §1.01, supra, to any person for such price or prices, and on such terms as she may deem proper, and in my name to make, execute, acknowledge, and deliver a good and sufficient deed or deeds or lease or leases for the same.

Appellants’ Excerpts of Record (“ER”), p. 9 (POA). The POA also granted general powers, as follow:

III. GENERAL POWERS

All acts

§3.01. To exercise, do, or perform any act, right, power, duty, or obligation whatsoever that I now have or may acquire the legal right, power, or capacity to exercise, do, or perform in connection with, arising out of, or relating to any person, item, thing, transaction, business property, real or personal, tangible or intangible, or matter whatsoever.

. . . .

Improve, rent, mortgage, etc.

§3.04. To improve, repair, maintain, manage, insure, rent, lease, sell, release, convey, subject to liens, mortgage, and hypothecate, and in any way or manner deal with all or any part of any real or personal property, intangible and tangible, whatsoever, or any interest therein, which I now own or may hereafter acquire, for me and in my name, and under such terms and conditions, and under such covenants as such attorney shall deem proper.

IV. GENERAL

Full powers

§4.01. I grant to my attorney in fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that my attorney in fact, or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The powers and authority hereby conferred upon my attorney shall be applicable in all real and personal property or interests therein now owned or hereafter acquired by me and wherever situate[d].

Discretion of Attorney