Judge found correct in his E-Land suit ruling

Joseph N. Camacho

The CNMI Supreme Court has ruled that Superior Court Associate Judge Joseph N. Camacho was correct in ruling that he no longer had jurisdiction to entertain Vincent DLG Torres’s motion to clarify his decision to dismiss the lawyer’s claims in his lawsuit against E-Land World Co. Ltd. and others.

CNMI Supreme Court Associate Justice John A. Manglona said that Torres first filed a notice in the trial court that he intends to appeal its decision, before filing the motion for clarification. At that point, Manglona said, the high court—and not the trial court—had jurisdiction over the case.

Manglona said the proper procedure was to request a stay or suspend the proceedings in the high court pending Camacho’s indication of his inclination to grant the motion for clarification, and then move to remand.

Still, although Torres has not asked for a stay with the Supreme Court, it shall stay Torres’ appeal for 30 days pursuant to the high court’s inherent authority and in the interest of judicial efficiency, Manglona said.

Thus Torres may now ask Camacho whether he will entertain the motion for clarification.

Manglona said if Camacho indicates he is inclined to grant the motion for clarification, Torres must then move to remand the appeal to allow Camacho to rule on the motion for clarification.

Manglona said if Camacho indicates he is not inclined to grant the motion, Torres shall inform the high court within three days of entry of Camacho’s order.

John A. Manglona

Manglona noted that Camacho may not, without first receiving permission from the high court, grant or deny the motion.

Manglona said the proceedings are hereby stayed for 30 days. On or before the termination of the stay, if Camacho indicates he will consider or grant the motion, Torres must move for a remand in the high court to allow him to rule on the pending motion.

If Camacho does not indicate his intention, Manglona said, Torres must request an extension of the stay.

Manglona said if Camacho indicates he would deny the motion, Torres must either file an opening brief or file a voluntary dismissal of the appeal.

Last Aug. 26, Camacho ruled that Torres lacked standing to maintain his claims against E-Land World Ltd. and co-defendants, as a direct, rather than a derivative action.

Last Sept. 23, Torres filed a notice of appeal. He subsequently filed a motion for clarification in the trial court on whether the Aug. 26 order was a final judgment.

Camacho ruled that the notice of appeal divested him of jurisdiction over the case and therefore could not hear the motion.

Torres then filed the motion to remand so that he may seek clarification from Camacho.

Torres argued that, because an entry of judgment has not occurred, the trial court still retains jurisdiction.

In dismissing Torres’ claims last Aug. 26, Camacho ruled that the lawyer lacks standing to maintain claims for corporate harm as direct actions since such claims must be brought derivatively regardless of the size of the corporation.

A derivative action refers to a lawsuit brought by a shareholder of a corporation on behalf of the corporation to enforce or defend a legal right or claim.

Last Sept. 23, Torres, through counsel William M. Fitzgerald, filed a notice informing the Superior Court of his appeal of the dismissal order. Torres sought a reversal of that dismissal.

Torres wants clarification whether the dismissal of the three claims is with prejudice or without prejudice and whether he will have an opportunity to file an amended complaint.

Dismissal with prejudice bars Torres from re-filing the claims, while without prejudice allows him to re-file them.

Torres had earlier expressed disappointment with the dismissal of his three claims.

Torres said the court’s order states that he should file the claim as derivative lawsuit on behalf of the corporation, but that, as far as he is concerned, there are only two shareholders of Suwaso Corp.

E-Land is the majority shareholder of the Coral Ocean Point Golf Resort. Suwaso Corp. owns COP.

Torres said Yusuke Fumoto sold all of his shares to Micronesian Resort Inc., which leaves only him (Torres) and MRI as the shareholders of Suwaso Corp.

In the Aug. 26 decision, Camacho dismissed Torres’s claims for fraudulent concealment and usurpation of corporate opportunity, breach of fiduciary duty, and assisting a breach of fiduciary duty.

Torres is suing the defendants for allegedly failing to provide a proper accounting, embarking upon a scheme to misappropriate business opportunities and funds, and negotiating loans over $5 million without proper authorization.

Named as defendants in Torres’ lawsuit are E-Land World Ltd., Suwaso Corp., MRI., and Dennis Seo.

In 2012, Marianas Resort Inc. and Yusuke Fumoto agreed to sell his 85% ownership interest in Suwaso to MRI. Torres remains a minority shareholder of Suwaso stock, holding a 15% ownership interest.