Hawaiian Rock Products Corporation v Ocean Housing Inc. [2016] GUSC 4 (5 February 2016)

IN THE SUPREME COURT OF GUAM

HAWAIIAN ROCK PRODUCTS CORPORATION,
Plaintiff,

v.

OCEAN HOUSING, INC., DONALD and TERESITA WILSON,
KI DO CHA, EMSCO, SEUING LEE, KORANDO CORP.,
MOON SIK YOON, JIN HEE LEE, and DOES I through X,
Defendants.

KORANDO CORPORATION,
Cross-Claimant,

v.

OCEAN HOUSING, INC., DONALD WILSON and TERESITA WILSON, KI DO CHA, EMSCO, SEUING LEE, MOON SIK YOON, JIN HEE LEE,
Cross-Defendants.

DONALD E. WILSON and TERESITA S. WILSON,
Cross-Claimants-Appellees,

v.

OCEAN HOUSING, INC., KI DO CHA, MOON SIK YOON,
JIN HEE LEE, and DOES I through X and all other persons unknown claiming any right, title, estate, lien or interest in the real property
described in the Cross-Claim adverse to Cross-Claimants’ ownership,
or any cloud on Cross-Claimants’ title,
Cross-Defendants-Appellants.

OCEAN HOUSING, INC. and JIN HEE LEE,
Cross-Claimants-Appellants,

v.

DONALD E. WILSON and TERESITA S. WILSON,
Cross-Defendants-Appellees.

Supreme Court Case No.: CVA14-025
Superior Court Case No.: CV0327-03

OPINION

Filed: February 5, 2016

Cite as: 2016 Guam 4

Appeal from the Superior Court of Guam
Argued and submitted on August 7, 2015
Hagåtña, Guam

Appearing for Cross-Claimants-Appellants Ocean Housing, Inc. and Jin Hee Lee: Peter C. Perez, Esq. Law Office of Peter C. Perez 238 Archbishop Flores St., Ste. 802 Hagåtña, GU 96910

Appearing for Cross-Defendants-Appellees Donald E. Wilson and Teresita S. Wilson: William B. Pole, Esq. Law Offices of Gumataotao & Pole 115 San Ramon St., Ste. 301 Hagåtña, GU 96910

BEFORE: F. PHILIP CARBULLIDO, Presiding Justice;[1] KATHERINE A. MARAMAN, Associate Justice; ALBERTO E. TOLENTINO, Justice Pro Tempore.

CARBULLIDO, J.:

[1] This case comes before the court as an appeal by Cross-Claimants-Appellants Ocean Housing, Inc. (“OHI”) and Jin Hee Lee (collectively, “OHI and Lee”). At issue on appeal is the trial court’s grant of summary judgment to Cross-Defendants-Appellees Donald E. Wilson and Teresita S. Wilson (collectively, “the Wilsons”) for their cross-claims to quiet title, for expungement of a lis pendens, and for a writ of possession. OHI and Lee assert that the trial court committed reversible error by granting summary judgment without issuing a reasoned decision weighing the factors necessary for such judgment. Additionally, OHI and Lee claim that summary judgment was improper due to the remaining disputes of material facts regarding their affirmative defenses and the Wilsons’ establishment of a prima facie case. OHI and Lee seek to have this court vacate the grant of summary judgment and remand to the trial court for resolution of remaining factual disputes.

[2] For the reasons stated herein, we affirm the grant of summary judgment on the Wilsons’ cross-claims and remand for determination of the appropriate award of attorney’s fees.

I. FACTUAL AND PROCEDURAL BACKGROUND

[3] The case involves the parties’ competing interests in approximately eight acres of real property located in Dededo, Guam (hereinafter “Property”). On May 8, 1995, the Wilsons and OHI entered a Joint Venture Agreement (“JVA”) for the purpose of constructing and marketing residential units on the Property which was to be contributed by the Wilsons. The JVA stated that OHI would perform the acts necessary for construction of 54 residential units on the Property. Under the JVA, the Wilsons were obligated to contribute the Property upon which the units would be constructed.

[4] The JVA specified several facts relevant to the present dispute. It stated that the parties would divide the profits and losses of the venture in the following manner: OHI - 85.22% and the Wilsons - 14.78%. Each party was solely responsible for its contribution; OHI for all aspects of residential units and construction and the Wilsons for the Property. Further, the property value contributed to the venture by the Wilsons was represented by subsequent agreement addendum as $1,000,000.

[5] Two important events occurred prior to the enactment of the JVA. First, the Wilsons had previously conveyed a portion of the Property included in the JVA, Lot No. 10111-10-11, to Joann Nauta in July 1978. Secondly, in September 1990, the Wilsons and Joann Nauta leased several lots on the Property, including Lot No. 10111-10-11, to Anna Wang Kao for 99 years. Neither of these facts was disclosed to OHI at the time of the JVA, and Lee became aware of them five years after the enactment of the JVA. As to the latter, disputes arose regarding the lease agreement, culminating in litigation between the Wilsons and Da Yu Overseas, Inc. That dispute was ultimately resolved in January 2001, when the court terminated the Wilson-Kao lease agreement nunc pro tunc to August 2, 1994.

[6]