JWS Refrigeration & Air Conditioning Ltd v Cain [2013] GUSC 19; 2013 Guam 19 (30 September 2013)

IN THE SUPREME COURT OF GUAM

JWS REFRIGERATION & AIR CONDITIONING, LTD.,

Plaintiff-Appellee,

v.

MALCOLM CAIN,

Defendant-Appellant.

Supreme Court Case No. CVA12-035
Superior Court Case No. CV1506-07

OPINION

Filed: September 30, 2013

Cite as: 2013 Guam 19

Appeal from the Superior Court of Guam
Argued and submitted on May 24, 2013
Hagåtña, Guam

Appearing for Defendant-Appellant: Seaton M. Woodley, III, Esq. Law Office of Seaton M. Woodley, III Tanaka Bldg., Ste. 102 220 S. Rte. 4 Hagåtña, GU 96910

Appearing for Plaintiff-Appellee: G. Patrick Civille, Esq. Civille & Tang, PLLC 330 Hernan Cortez Ave., Ste. 200 Hagåtña, GU 96910

BEFORE: F. PHILIP CARBULLIDO, Chief Justice; ROBERT J. TORRES, Associate Justice; KATHERINE A. MARAMAN, Associate Justice.

CARBULLIDO, C.J.:

[1] This appeal arises from a dispute between Plaintiff-Appellee JWS Refrigeration & Air Conditioning, Ltd. ("JWS") and several parties, including Defendant-Appellant Malcolm Cain ("Cain"), over a heating, ventilation, and air conditioning ("HVAC") contract bid for the Guam Schools Project. In its decision and order, the trial court awarded JWS damages against Cain for breaching his duty of confidentiality, committing the tort of intentional interference with prospective economic advantage, breaching fiduciary duties, engaging in unfair competition, and misappropriating trade secrets, among other things. Cain appeals from that decision and order.

[2] We dismiss the appeal because we are unable to conduct meaningful review of the issues due to Cain's failure to include in the record a transcript of all evidence material to the points he raises herein.

I. FACTUAL AND PROCEDURAL BACKGROUND

[3] The Guam Schools Project was a design-and-build project owned by the Guam Educational Financing Foundation ("GEFF") for the construction of five public schools on Guam. JWS, a company that specializes in refrigeration and air conditioning products and systems, submitted a bid to provide HVAC products for the Guam Schools Project (specifically for the Adacao and Liguan schools) but it did not get the HVAC contract. Cain, JWS' former general manager, formed a company called Simpson Air Conditioning ("Simpson Air"), which was awarded the HVAC contract for the Adacao and Liguan schools.
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A. Guam Schools Project Design Phase

[4] For over two years, JWS worked with Facility Group, the design developer for the Guam Schools Project, to develop an HVAC design for the schools. Specifically, JWS worked to incorporate AAON and Goodman HVAC equipment and products into that design.[1]

[5] Cain, in his capacity as the general manager of JWS, represented JWS at the Facility Group's design and development meetings. Cain was made privy to JWS' HVAC material and installation pricing practices, which JWS deemed confidential under its employee handbook. After completing his work on the design phase in September 2006, Cain resigned from JWS. He then left Guam and went on to form Simpson Air, which the trial court found to be a foreign corporation organized under the laws of Australia.

B. Guam Schools Project Build Phase and Beyond

[6] With the design of the Guam Schools Project complete, GEFF next moved on to the build phase. GEFF awarded the Guam Schools Project construction contract to Core Tech International ("Core Tech"), a general contractor. Core Tech used the Facility Group's HVAC design and solicited bids for HVAC products that fit the Facility Group's design specifications.

[7] Core Tech received bids from a number of companies, including JWS and Simpson Air. JWS submitted its HVAC bid on October 3, 2006, and Simpson Air submitted its bid on October 31, 2006. Cain informed Core Tech that Simpson Air's bid was based on a special price factor that it received from AJB Associates, Inc. ("AJB"), the company that had previously appointed JWS as the authorized exclusive dealer of AAON products in Guam.[2] Instead of using the normal distributor price factor of .420% for AAON HVAC products, Cain indicated that Simpson Air used a special price factor of .385% -- the same price factor that JWS used as AAON's exclusive dealer in Guam.

[8] After receiving all the bids, GEFF instructed Core Tech to reduce overall construction costs. To achieve that end, Core Tech considered substituting AAON HVAC products with a less expensive foreign-made product. JWS, however, convinced Core Tech to stick to the original design specifications that called for AAON and Goodman products.

[9] On November 16, 2006, Core Tech awarded Simpson Air the HVAC contract for the Adacao and Liguan schools and issued a purchase order in the amount of $359,593.60.[3] According to the testimony of Mr. Ho Eun, Core Tech's general manager, Core Tech did not award JWS the contract because JWS' bid was the highest bid submitted. Yet at the time that Core Tech awarded Simpson Air the HVAC contract, Core Tech was unaware that JWS was the exclusive dealer of AAON products in Guam. Mr. Eun later testified that if he knew of JWS' exclusive dealership, he would have honored the distributorship as a good businessman.

[10] Around the time that Core Tech awarded Simpson Air the HVAC contract, JWS informed Andrew Billok, the president of AAON International, Inc., that Core Tech intended to purchase HVAC AAON products from Simpson Air. JWS reminded Billok that it was the authorized AAON dealer in Guam pursuant to an exclusive distributorship agreement with AJB and that allowing Simpson Air to buy and bring AAON equipment to Guam "would not bode well for their business relationship." Record on Appeal ("RA"), tab 287 at 5-6 (Finds. Fact & Concl. L., July 24, 2012).

[11]