Torres wants lawsuit vs E-Land returned to local court

Attorney Vincent DLG. Torres is requesting the federal court to transfer back to Superior Court his lawsuit against E-Land World Co. Ltd., Suwaso Corp., Micronesia Resort Inc., and some of its current and former directors and employees.

Torres, through counsel William M. Fitzgerald, moved the U.S. District Court for the NMI to remand the case back to the Superior Court on the grounds that E-Land and co-defendants have failed to prove the existence of federal jurisdiction.

Fitzgerald said nothing in the purchase and sales agreement could conceivably affect Torres’ lawsuit he filed in Superior Court.

Torres assisted a family friend, Yusuke Fumoto, and Micronesian Resort Inc., a subsidiary of E-Land World Ltd., in effectuating the purchase and sales agreement.

The purchase and sales agreement transferred Fumoto’s 85 percent interest to Micronesian Resort Inc.

Fitzgerald said Torres’ complaint makes no claim under the contract, the contract is fully integrated, and nothing in the contract gives Torres any rights or benefits.

Fitzgerald said the unfulfilled promises Torres complains about were made separate and apart from the agreement and the agreement, therefore, can have no effect on the case.

He said the defendants have failed to produce a single case in which a non-signatory to a purchase and sales agreement, which specifically excludes non-signatories from the benefits and obligations of the agreement was compelled to arbitrate tort claims.

Fitzgerald said the defendants have failed to prove that the agreement falls under the New York Convention.

He said for an agreement to fall under the New York Convention, there must be an agreement in writing to arbitrate the dispute.

Here, Fitzgerald said, Torres did not agree to arbitrate since he is a non-signatory and the agreement itself excludes him from compelling arbitration or being obligated to arbitrate.

He said a party cannot be required to submit to arbitration any dispute which he has not agreed to submit.

He said the defendants have failed to raise a conceivable argument that the arbitration clause in question will impact the disposition of Torres’ case.

He said if Torres was suing in the CNMI court for breach of contract, then they would readily agree that the agreement would impact the disposition of the case.

“At no place in the complaint however, does Vince [Torres] claim that the contract has been breached,” Fitzgerald said.

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. The case was originally filed in Superior Court.

The defendants moved to transfer the lawsuit to the U.S. District Court for the NMI.

The defendants are asking the federal court to compel all his claims to arbitration before the American Arbitration Association.

E-Land World Co. Ltd., Micronesia Resort Inc., Suwaso Corp., and Kwang Won Seo, through counsel Richard W. Pierce, said the arbitrator should decide any dispute on Torres’ claims.

Pierce asked the U.S. District Court for the NMI to dismiss Torres’ lawsuit in its entirety.

In the alternative, Pierce said, the court should stay the lawsuit pending the resolution of the arbitral proceedings, if any, brought before the American Arbitration Association.

Pierce recently filed the corporate disclosure statements for his clients—E-Land World Co. Ltd., Micronesia Resort Inc., and Suwaso Corp.

According to Pierce, E-Land World Co. Ltd. has no parent corporation.

Pierce said the Micronesia Resort Inc. is owned by non-party E-Land Park Ltd. and by Sompo Japan Nipponkoa Insurance Inc.

He disclosed that E-Land Park Ltd. owns a majority of Micronesia Resort Inc.’s shares, while Sompo Japan Nipponkoa Insurance Inc. owns the minority remainder of Micronesia Resort Inc.’s shares.

Pierce said Suwaso Corp. is owned by Micronesia Resort Inc. and by Torres and a non-party individual.

Pierce said the Micronesia Resort Inc. owns majority of Suwaso shares, while Torres and a non-party individual are the other shareholders of record.