Lawyer: Bridge Capital LLC creates most of LLCs in NMI

Anaks Investors LLC is a limited liability company whose sole function and purpose is to hold fee simple title to real properties that are in reality owned by Bridge Capital LLC, according to lawyer Jennifer Dockter.

Dockter, who is counsel for Anaks Ocean View Hill Saipan Homeowner’s Association Ltd., pointed out that as alleged in Anaks Investors LLC’s complaint against the Homeowner’s Association, Anaks Investors is an LLC owned 100 percent by Allen Perez, a former employee of Bridge Capital.

Anaks Investors LLC has filed an Article 12 lawsuit against the Homeowner’s Association and the Manuel S. Luise P. Villagomez family trust. Attorney Daniel Guidotti, counsel for Anaks Investors, is also former counsel for Bridge Capital. Guidotti asked the Superior Court to declare that the lease of land where Anaks is located is void because it violates Article 12.

Article 12 section 1 of the CNMI Constitution restricts land ownership in the CNMI to “persons of Northern Marianas Descent.”

On Dec. 9, 2015, Anaks Investors LLC made an offer to the trust to purchase for $1,973,200 the trust’s interest in lot EA 129-R1 in Puerto Rico, Saipan, where the Anaks Ocean View Hill Saipan is situated.

Anaks Ocean View Hill is a condominium-style residential development that consists of 131 residential units plus common areas such as a community center, roads, parking spaces, swimming pools, tennis courts, and landscaped areas.

In the Homeowner’s Association’s opposition to Anaks Investors LLC’s motion for preliminary injunction, Dockter said Bridge Capital is at the very least the lender in this transaction but likely has a much more active role in Anaks Investors and has interfered with the rights of other property owners though its owners and employees.

For example, in this case, Dockter said, Bridge Capital has interfered with the homeowner’s association’s ability to get loan financing by writing threatening letters promising to sue banks who might lend money to the homeowner’s association.

The lawyer said at least one current Bridge Capital employee has tried to interfere with the homeowner’s acquisition of the property by writing and signing a letter on Anak Investors letterhead.

Dockter disclosed that Bridge Capital has created most of the LLC’s in the CNMI so that Perez, a Northern Marianas descent, can hold fee simple title to property on behalf of Bridge Capital, which is a non-NMD.

Dockter said the LLCs don’t actually do any real business, they just hold title to property to circumvent Article 12.

Dockter said Anaks Investors is not a corporation and cannot hold long-term interest in real property and the CNMI Constitution precludes Anaks Investors from obtaining the preliminary injunction that they seek.

Dockter said corporations, if certain requirements are met, may hold long-term interests in real property in the CNMI.

Docker said corporation and limited liability company are not interchangeable because they are very different legal entities governed by distinct laws, each having distinct characteristics.

Further, she said, pursuant to the plain language of the CNMI Constitution, there are specific requirements a corporation must meet to hold long-term interests in property.

Dockter said as a great example of one of the many important distinctions between corporations and LLC’s, Anaks Investors LLC has a “member” who “owns 100 percent of Anaks Investors LLC’s distributional interests.”

Dockter said it is impossible to conclude that the framers intended to grant LLC’s the authority to acquire long-term interests in real property because LLC’s did not exist when the constitution was drafted.

Dockter said Anaks Investors LLC missed the irony of its allegations, especially given the quote from Article 12 Section 5 because Anaks Investors LLC is itself not an “Article 12 corporation,” and is, in fact, not a corporation at all.

She said Anaks Investors LLC has no standing to bring the Article 12 lawsuit.

In Anaks Investors LLC’s reply to defendant’s opposition, Guidotti said the court should conclude that Anaks Investors LLC is an NMI descent that can own “permanent and long-term interests in real property.”

Guidotti said although the CNMI Constitution does not expressly permit an LLC to hold a “permanent and long-term interest in real property,” the court should nevertheless rule that LLCs may hold long-term interests in real property to the same extent that corporations are permitted to do so under Article 12 Section 5.

Guidotti said because Anaks Investors LLC has complied with all of the Article 12, section 5 requirements, Anaks Investors LLC should have the right to obtain “permanent and long-term interests in real property” just like individual and corporate NMDs.

Presiding Judge Robert C. Naraja heard and placed under advisement Anaks Investors LLC’s motion for preliminary injunction last week.