Judge rules he cannot hear lawyer’s motion anymore

Superior Court Associate Judge Joseph N. Camacho has ruled that he cannot hear anymore attorney Vincent Deleon Guerrero Torres’ motion to clarify his decision that dismissed the claims in the lawyer’s lawsuit against E-Land World Co. Ltd. and others.

In his order issued Friday, Camacho said because Torres appealed the dismissal decision to the CNMI Supreme Court, the Superior Court as the trial court no longer has jurisdiction to address the lawyer’s motion for clarification.

Quoting Supreme Court Associate Justice John A. Manglona in a published opinion involving a probate matter, Camacho said “the filing of a notice of appeal is an event of jurisdictional significance—it confers jurisdiction on the court of appeals and divests the [trial] court of its control over those aspects of the case involved in the appeal.”

Camacho said Manglona ruled that “once a notice of appeal has been filed, a trial court generally does not have jurisdiction to rule on a motion…”

In dismissing Torres’ claims last Aug. 26, Camacho ruled that the lawyer lacks standing to maintain claims for corporate harm as direct actions as 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 from the dismissal order. Torres seeks the reversal of the order.

The following day, Sept. 24, Torres filed a motion for clarification of Camacho’s Aug. 26 dismissal order.

Torres seeks 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.

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

Fitzgerald said Camacho states that the third, fourth, and fifth causes of action in Torres’ complaint “will be dismissed” appears to be a dismissal, without specifying “with prejudice” or “without prejudice.”

Fitzgerald said Camacho did address the second cause of action and at no point in the order where a dismissal is granted.

“A fair reading of the order is that this cause of action can proceed as a direct action and a scheduling order would be warranted,” Fitzgerald said.

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 concern 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’ claims for fraudulent concealment and usurpation of corporate opportunity, breach of fiduciary duty, and assisting a breach of fiduciary duty.

Camacho ruled that shareholders lack standing to maintain claims for corporate harms as direct actions, and such claims must be brought derivatively, regardless of the size of the corporation.

Torres sued 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.

Torres originally filed the suit in the Superior Court. The defendants then moved to transfer the lawsuit to the District Court.

In April 2017, U.S. District Court for the NMI Chief Judge Ramona V. Manglona granted Torres’s motion to remand the case to the Superior Court as to his remaining claims.

Manglona granted defendants’ motion to compel arbitration as to Torres’s first cause of action, fraudulent misrepresentation.