Association of Apartment Owners of Royal Aloha v. Certified Management, Inc.

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Electronically Filed
Supreme Court
SCWC-15-0000445
08-DEC-2016
08:58 AM

IN THE SUPREME COURT OF THE STATE OF HAWAII

---oOo---
________________________________________________________________

ASSOCIATION OF APARTMENT OWNERS OF ROYAL ALOHA, a Hawaii non-
profit corporation, Respondent/Plaintiff-Appellant,

vs.

CERTIFIED MANAGEMENT, INC., a Hawaii corporation;
CHANEY BROOKS & COMPANY, LLC, a Hawaii corporation;
MICHAEL DAVID BRUSER, an individual; TOKYO JOE’S, INC.,
a Hawaii corporation; MICHAEL T. MCCORMACK, individually
and as Trustee under that certain unrecorded Michael T.
McCormack Revocable Living Trust Agreement dated
November 12, 1991; and MICHAEL T. MCCORMACK and SIGNA S.
MCCORMACK, as Co-Trustees of The McCormack Ranch Trust
dated January 6, 2005, Petitioners/Defendants-Appellees.
________________________________________________________________

SCWC-15-0000445

CERTIORARI TO THE INTERMEDIATE COURT OF APPEALS
(CAAP-15-0000445; CIV. NO. 12-1-1019-04)

DECEMBER 8, 2016

BY RECKTENWALD, C.J., NAKAYAMA, McKENNA, POLLACK, AND WILSON,
JJ.

OPINION OF THE COURT BY McKENNA, J.
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I. Introduction

This case arises out of a dispute between the Association

of Apartment Owners of Royal Aloha (“AOAO”); its former property

managers, Certified Management, Inc. (“CMI”) and Chaney Brooks &

Co. (“Chaney Brooks”); and its former commercial tenants,

Michael D. Bruser, Tokyo Joe’s, Inc. (“TJI”), and Michael and

Signa McCormack. As the facts in this case are not disputed,

they are taken from the Circuit Court of the First Circuit’s

(“circuit court”) background section in its “Amended Conclusions

of Law, and Order Granting Defendant Certified Management’s

Motion for Summary Judgment, Filed 8/5/14 and Order Granting

Joinder by: Defendant Chaney Brooks & Company, LLC to Defendant

Certified Management, Inc.’s Motion for Summary Judgment, Filed

8/12/14.”

The Royal Aloha condominium is a mixed-use residential and

commercial project located in Waikīkī. It employed Chaney

Brooks as its managing agent from 1995 to 2002, and CMI as its

managing agent from 2003-2010. Bruser and TJI were the owners

of commercial unit C-1. The McCormacks were the owners of

commercial unit C-2. The AOAO installed an electricity

submetering system in 1998 and hired electrical engineers to

read each unit’s electricity submeter, then submit the readings

to the managing agent, who would bill each owner for

electricity.

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Between 1998 and 2010, the commercial tenants of C-1 were

never billed for electricity, and the commercial tenants of C-2

were erroneously billed for a portion of C-1’s electricity

costs.

The AOAO sued CMI and Chaney Brooks for, inter alia, breach

of contract, breach of fiduciary duty, and negligence, for the

billing errors. The AOAO also sued the commercial tenants to

recover hundreds of thousands of dollars in unbilled or

erroneously billed electricity costs.

The circuit court granted the property management

companies’ motion for summary judgment based on the doctrine of

laches. The circuit court also granted Bruser and TJI’s

(commercial tenants of C-1) motion for partial summary judgment,

concluding that the commercial tenants had no obligation to

indemnify the AOAO for electricity costs. The circuit court

later amended its order granting the property management

companies’ MSJ so that all claims against all defendants were

barred under the doctrine of laches.

The AOAO appealed. The ICA issued a published opinion

holding that “the defense of laches, as a matter of law, applies

only to equitable claims,” reversing the grant of summary

judgment in the defendants’ favor. Ass’n of Apartment Owners of

Royal Aloha v. Certified Mgmt., Inc., 138 Hawaii 276, 283-84,

378 P.3d 992, 999-1000 (App. 2016) (footnote omitted).

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Petitioners/Defendants-Appellees CMI, Chaney Brooks,

Bruser, TJI, and the McCormacks (collectively, the Joint

Defendants) present the following questions in their Joint

Application for Writ of Certiorari1:

A. Whether the ICA gravely erred by holding, “We agree
with the AOAO’s contention that the defense of laches, as a
matter of law, applies only to equitable claims” – a
contention never raised by the AOAO in Circuit Court which
Petitioners pointed out in their Answering Brief.

B. Whether the ICA gravely erred by condoning or failing
to recognize that the AOAO had materially misstated the
Record on Appeal by falsely stating that the AOAO in
Circuit Court objected to “using laches to dismiss legal
claims” – despite the fact that Petitioners pointed out
this misrepresentation in their Answering Brief.

C. Whether Hawaii law, HRAP Rule 28, and the doctrine of
waiver precluded the ICA from basing its Opinion on the
AOAO’s laches contention – which the AOAO failed to
preserve, and did not involve a jurisdictional issue or
plain error.

D. Whether Hawaii law, federal decisions, authority cited
in the Opinion, and public policy are contrary to the ICA’s
holding that “the defense of laches, as a matter of law,
applies only to equitable claims.”

We accepted certiorari and now hold that laches is a

defense at law and at equity, contrary to the ICA’s holding that

laches is a defense in equity only.

II. Background

A. Circuit Court Proceedings

1. Complaint and Answers

On April 13, 2012, the AOAO filed a Complaint against

property managers CMI and Chaney Brooks, and commercial tenants

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Chaney Brooks filed a joinder to the Joint Application. Bruser, Tokyo
Joe’s, Inc., Michael T. McCormack, and Signa S. McCormack also filed a
joinder to the Joint Application.

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Bruser, TJI, and the McCormacks due to the unbilled or

erroneously billed electricity costs. The AOAO alleged the

following against either or both of CMI and Chaney Brooks:

breach of contract (Count I), breach of fiduciary duty (Count

II), and negligence (Count III). The AOAO alleged the following

claims only against CMI: negligent misrepresentation (Count IV)

and breach of the covenant of good faith and fair dealing (Count

V). The AOAO also included the following claims against the

commercial tenants Bruser, TJI, and the McCormacks’ trusts:

indemnification (Count VI) and unjust enrichment (Count VII).

Lastly, the AOAO raised claims for surety and guaranty

obligations (Count VIII) and declaratory relief (Count IX)

against Bruser, the McCormacks, and the McCormack trusts. The

AOAO filed its First Amended Complaint three days later, raising

the same claims.

Defendant Chaney Brooks filed its Answer, denying the

allegations raised in Counts I and II in the Complaint, and

raising the defense of laches. Defendant CMI also filed its

Answer, denying the allegations raised in all of the counts of

the Complaint, raising the defense of unclean hands, and giving

notice that it would assert other defenses constituting

affirmative defenses as set forth in Hawaii Rules of Civil

Procedure Rule 8(c) as the matter progressed. The commercial

tenants filed their Answer, denying the allegations raised in

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all of the counts of the Complaint, and raising the defense of

laches.

2. Bruser and TJI’s Motion for Partial Summary Judgment

Bruser and TJI filed a motion for partial summary judgment

[50:765-91], arguing that the AOAO was obligated to bill them

the electricity costs but never had; therefore, Bruser and TJI

were not responsible for paying the unbilled electricity costs,

and the AOAO could not seek indemnification from them under

Section 6.02 of the Bylaws for the same. Chaney Brooks and CMI

joined in the motion for partial summary judgment. The circuit

court granted Bruser and TJI’s motion for partial summary

judgment. It also dismissed the rest of the claims against

Bruser and TJI (i.e., restitution/unjust enrichment and quasi-

surety and guaranty) on the grounds of estoppel and laches.

3. CMI’s Motion for Summary Judgment

Around the same time that Bruser and TJI filed their second

motion for partial summary judgment, CMI filed its motion for

summary judgment, asking the circuit court to dismiss all claims

against it based on the doctrine of laches. It argued that the

AOAO knew of the incomplete and incorrect electricity billings

around 2000-2002 and waited 10-12 years to bring its lawsuit.

CMI argued that the AOAO’s delay was unreasonable and resulted

in severe prejudice to CMI, as “[c]ritical witnesses have died,

critical facts cannot be recalled by those witnesses who have

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not passed away, and voluminous documents and records have been

destroyed or purged.”

CMI acknowledged that this court, in dictum, “cited case

law concerning whether laches bar legal claims, independent of

the statute of limitations.” CMI was referring to Ass’n of

Apartment Owners of Newtown Meadows v. Venture 15, Inc., 115

Hawaii 232, 284, 167 P.3d 225, 227 (2007). CMI also cited to

27A Am. Jur. 2d Equity § 117 (2014) for the following: “While

some states without separate law and equity courts nevertheless

hold laches inapplicable to legal actions, laches increasingly

is applied to actions at law, such as actions seeking only

damages.” CMI noted that law and equity have merged in Hawaii,

as recognized in the Hawaii Rules of Civil Procedure (Rule 2

sets forth only “one form of action to be known as a ‘civil

action.’”). According to CMI, in other jurisdictions where law

and equity have merged, the defense of laches is applicable to

legal claims as well as equitable claims. Specifically, CMI

cited Bill v. Bd. of Educ. of Cicero School Dist. 99, 812 N.E.2d

604, 613 (Ill. App. 2004); Teamsters & Employers Welfare Trust

of Ill. v. Gorman Bros. Ready Mix, 283 F.3d 877, 881 (7th Cir.

2002); Danjaq LLC v. Sony Corp., 263 F.3d 942, 955 (9th Cir.

2001); Telink, Inc. v. U.S., 24 F.3d 42, 45 (9th Cir. 1994);

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A.C. Aukerman Co. v. R.L. Chaides Constr. Co., 960 F.2d 1020,

1029 (Fed. Cir. 1992).

Chaney Brooks joined in CMI’s MSJ. The AOAO’s memorandum

in opposition counter-argued that the AOAO’s delay in bringing

suit was not unreasonable, and that CMI’s unclean hands rendered

its laches defense unavailable. The AOAO did not address CMI’s

contention that laches is a defense at law and at equity.

The circuit court granted CMI’s motion for summary judgment

and Chaney Brooks’ joinder thereto. The circuit court later

amended its order granting summary judgment solely to note that

summary judgment was granted against the AOAO on all claims, in

favor of all defendants. Relevant to this appeal, the circuit

court concluded the following:

2. Hawaii recognizes laches as an affirmative defense.
Hawaii Rules of Civil Procedure (HRCP) Rule 8(c). Laches
applies to actions at law in states like Hawaii, which have
merged law and equity courts. See HRCP Rule 1, Rule 2,
Rule 8(c); Assoc. of Apt. Owners of Newtown Meadows v.
Venture 15, Inc., 115 Hawaii 232, 284 (2007) (analyzing
laches in an action in law).

The circuit court concluded that the AOAO’s delay in bringing

its lawsuit was unreasonable, as it knew that electricity was

not being billed to the commercial tenants in 2001 or 2001 but

waited 10 years to file its Complaint. The circuit court also

concluded that the AOAO’s unreasonable delay caused severe and

pervasive prejudice to the defendants due to evidentiary

challenges, because Chaney Brooks had long since purged its

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Royal Aloha documents, there was no written agreement regarding

submetered electricity billing, several critical witnesses had

died in the interim, and those who remained did not remember

details about the submetered electricity billing. The circuit

court initially filed its Final Judgment on May 5, 2015, then

its Amended Final Judgment in favor of all defendants against

the AOAO on June 25, 2015. The AOAO timely appealed.

B. ICA Appeal

Relevant to this appeal, the AOAO raised the following

point of error: “Whether the Circuit Court committed reversible

error in applying the equitable defense of laches as the sole

basis for the dismissal of the AOAO’s legal claims against CBC,

CMI, BRUSER and the MCCORMACKS?” The AOAO argued that laches is

an equitable defense and not applicable to actions at law. In

support of this argument, the AOAO cited to Adair v. Hustace, 64

Haw. 314, 320-21, 640 P.2d 294, 300 (1982), for the following

proposition: Laches “acts to bar a court from considering an

equitable action . . . Just as the statute of limitations

establishes the requisite degree for actions at law, so is

laches the rule for equitable actions.” The AOAO also cited the

following cases from the United States Court of Appeals for the

Eighth Circuit, confining laches to equitable claims: Ashley v.

Boyle’s Famous Corned Beef Co., 66 F.3d 164, 170 (8th Cir.

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1995), and Sandobal v. Armour & Co., 429 F.3d 249, 256 (8th Cir.

1970).

In their Joint Answering Brief (filed by all of the

defendants), the defendants counter-argued that the AOAO had

waived any argument that laches did not apply to actions at law,

for failure to raise this argument before the circuit court. In

its Reply, the AOAO did not address the Defendants’ contention

that it had waived the argument that laches is an equitable, not

legal, defense.

In a published opinion, the ICA agreed with the AOAO and

held that “the defense of laches, as a matter of law, applies

only to equitable claims.” Ass’n of Apartment Owners of Royal

Aloha, 138 Hawaii at 283-84, 378 P.3d at 999-1000 (footnote

omitted). The ICA recognized, in a footnote, that “both state

and federal courts ‘are divided on whether laches applies only

to equitable actions or applies also to actions at law.’” 138

Hawaii at 282 n.6, 378 P.3d at 998 n.6 (citing 27A Am. Jur. 2d

Equity § 117). The ICA cited to 27A Am. Jur. 2d Equity § 117

for the following proposition: “Some courts state that laches

is usually available only in suits strictly in equity or in

actions at law that involve claims of an essentially equitable

character.” 138 Hawaii at 283, 378 P.3d at 998. The ICA then

cited to Wells Fargo Bank v. Bank of America, 38 Cal. Rptr. 2d

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521, 530 (Cal. Ct. App. 1995), a California case holding that,

although declaratory relief is generally an action in equity,

whether laches applies in such actions depends upon the nature

of the underlying claim. 138 Hawaii at 283, 378 P.3d at 998.

The ICA then considered the AOAO’s action to be essentially an

action at law, as it sought primarily money damages against all

of the defendants, and the declaratory relief sought was a

judicial determination that certain defendants breached their

contractual obligations, which is a legal claim. See id.

Therefore, reasoned the ICA, laches did not apply in this case,

which raised, at bottom, legal claims. See id.

After vacating, in part, the circuit court’s grant of

summary judgment to defendants on the basis of laches, the ICA

remanded this case to the circuit court to consider “whether

some of the separately metered electricity usage costs were

billed or charged, and suit filed, within the applicable statute

of limitations periods.” 138 Hawaii at 286-87, 378 P.3d at

1002-03.

III. Standard of Review

Whether laches is a defense available in an action of law

is a question of law reviewable de novo. See Chirco v.

Crosswinds Communities, Inc., 474 F.3d 227, 230 (6th Cir. 2007)

(“[W]hen a reviewing court is presented with a threshold

question of law as to whether the laches doctrine is even

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applicable in a particular situation, . . . [its] review is de

novo.”); Ditto v. McCurdy, 90 Hawaii 345, 351, 978 P.2d 783, 789

(1999) (noting questions of law are reviewable de novo, under

the right/wrong standard).

IV. Discussion

The Joint Defendants’ first three questions presented all

concern whether the AOAO waived the argument that the laches

defense applies only to equitable proceedings, and, therefore,

whether the ICA gravely erred in addressing the issue. Despite

any failure of the AOAO to raise this argument before the

circuit court, the ICA properly addressed the issue on a de novo

review of the circuit court’s order granting summary judgment in

favor of defendants due to laches. See, e.g., Hawaii Cmty. Fed.

Credit Union v. Keka, 94 Hawaii 213, 221, 11 P.3d 1, 9 (2000)

(“We review [a] circuit court’s [grant or denial] of summary

judgment de novo under the same standard applied by the circuit

court.”) (brackets in original, citation omitted). The circuit

court issued a conclusion of law that laches applied to the

AOAO’s legal claims. The issue of the applicability of the

laches defense is a legal one, which appellate courts also

review de novo. See, e.g., Chirco, 474 F.3d at 230; Ditto, 90

Hawaii at 351, 978 P.2d at 789 (“Questions of law are reviewable

de novo under the right/wrong standard.”)

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The fundamental issue in this case is contained in the

fourth question presented: whether the ICA gravely erred in

holding that “the defense of laches, as a matter of law, applies

only to equitable claims.” In Adair, 64 Haw. at 320-21, 640

P.2d at 300, this court summarized the doctrine of laches in

Hawaii as follows:

The doctrine of laches reflects the equitable maxim
that “equity aids the vigilant, not those who slumber on
their rights.” Where applicable, it acts to bar a court
from considering an equitable action . . . because of a
perception that it is more equitable to defendants and
important to society to promote claimant diligence,
discourage delay and prevent the enforcement of stale
claims.
There are two components to laches, both of which
must exist before the doctrine will apply. First, there
must have been a delay by the plaintiff in bringing his
claim, and that delay must have been unreasonable under the
circumstances. Delay is reasonable if the claim was
brought without undue delay after plaintiff knew of the
wrong or knew of facts and circumstances sufficient to
impute such knowledge to him. Second, that delay must have
resulted in prejudice to defendant. Common but by no means
exclusive examples of such prejudice are loss of evidence
with which to contest plaintiff’s claims, including the
fading memories or deaths or material witnesses, changes in
the value of the subject matter, changes in defendant’s
position, and intervening rights of third parties.

(Citations and footnote omitted.)

In its published opinion, to support its holding that the

defense of laches applies only to equitable claims, the ICA

quoted Adair, and on its face, Adair appears to confine the

defense of laches to equitable claims only, but two subsequent

opinions from this court have called that limitation into

question. First, in Newtown Meadows, 115 Hawaii at 284, 167

P.3d at 277, this court had the opportunity to address an AOAO’s

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express argument that, because its negligence suit for damages

was an action “[exclusively in law, not in equity[,] . . . the

timeliness of suit is governed by law, as set forth in the

applicable statute of limitations, not by equity and laches.”

This court declined to expressly hold that laches applied in

equity only and went on to state, “even assuming arguendo that

laches governs the timeliness of the AOAO’s assertion of its

negligence claims against [one of the defendants], [that

defendant] has failed to present to this court any evidence of

prejudice caused by the claimed unreasonable delay.” Id. This

court then held “that the circuit court did not err in denying

[that defendant’s] motion for summary judgment on the AOAO’s

negligence claims based on laches.” 115 Hawaii at 285, 167 P.3d

at 278. Thus, there is precedent for the application of laches

to an action at law, even though this court did not outright

hold that the defense of laches applied to equitable and legal

claims.

Second, in a footnote in Thomas v. Kidani, 126 Hawaii 125,

131 n.6, 267 P.3d 1230, 1236 n.6 (2011), this court acknowledged

that Adair held that the statute of limitations applies to legal

actions, and laches applies to equitable actions. The court

then noted that the plaintiff in the Thomas case “d[id] not

explain the applicability of the equitable doctrine of laches to

her legal action for fraud.” Id. This court nonetheless went

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on, as in Newtown Meadows, to “analyze [the plaintiff’s]

argument assuming, but not deciding, applicability.” Id. Both

Newtown Meadows and Thomas expressly acknowledged that there

exists a question as to whether laches is a defense to legal

claims and expressly left open the answer.

In answering the question, the ICA decided that laches was

not a defense to a legal claim, and, in its analysis, quoted a

portion of a legal encyclopedia, 27A Am. Jur. 2d. Equity § 117,

for the following proposition: “Some courts state that laches

is usually available only in suits strictly in equity or in

actions at law that involve claims of an essentially equitable

character.” Ass’n of Apartment Owners of Royal Aloha, 138

Hawaii at 283, 378 P.3d at 998. As the Joint Defendants point

out in their application, however, the complete quotation reads

as follows (with emphasis on language omitted):

In jurisdictions that have retained separate courts of law
and equity, the laches defense may be cognizable only in
courts of equity and may be available only where equitable
relief is sought. Laches thus only applies to defeat
equitable actions, not actions at law. Laches particularly
does not apply to actions for damages or the recovery of
money or property fraudulently obtained. Likewise, in some
states where courts have equity and chancery sides, laches
may not apply to legal actions, which include declaratory
judgment actions or claims for damages for nonperformance
of a contract.

While some states without separate law and equity courts
nevertheless hold laches inapplicable to legal actions,
laches is increasingly applied to actions at law, such as
actions seeking only damages. Some courts state that
laches is usually available only in suits strictly in
equity or in actions at law that involve claims of an
essentially equitable character.

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27A Am. Jur. 2d Equity § 117 (emphasis added and footnote

omitted). The Joint Defendants argue that, in omitting the

emphasized language, the ICA’s opinion “rewrites Hawaii law, is

inconsistent with Hawaii law and better-reasoned federal and

state case law, and is contrary to the judicial trend permitting

laches to apply to all claims –- at least in jurisdictions in

which courts of equity and law have merged –- which includes

Hawaii.”

The Joint Defendants’ argument is persuasive. Law and

equity merged under the Federal Rules of Civil Procedure

(“FRCP”) in 1938. See Ortiz v. Fibreboard Corp., 527 U.S. 815,

846 (1999). Since that time, in the federal courts on the civil

side, “There is one form of action —- the civil action.” Hawaii

adopted the Hawaii Rules of Civil Procedure (“HRCP”), patterned

after the FRCP, in 1954. See You Dong Men v. Cho Kyung Ai, 41

Haw. 574, 575 (Haw. Terr. 1957). This court specifically

recognized the “aboli[tion of] courts of equity and courts of

law in this jurisdiction,” noting that both have been “merged .

. . into one ‘court’ which has cognizance over all civil

matters.” Lau v. Valu-Bilt Homes, Ltd., 59 Haw. 283, 291, 582

P.2d 195, 201 (1978). This court noted that “there is now no

distinction between the forms of actions previously cognizable

in courts of law or in courts of equity. With the adoption of

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the HRCP, there is now but one form of action called the ‘civil

action.’ HRCP Rule 2.” 59 Haw. at 291-92, 582 P.2d at 201.

This court did go on to state, “These developments in the civil

procedure of our courts, however, do not eliminate the

substantive principles which differentiate actions of an

equitable nature from those that are legal in nature.” Id.

These statements seem to contradict each other and leave open

the question of whether laches is applicable only in equity or

at law as well.

We now hold that laches is a defense in all civil actions,

in accordance with the modern trend. The United States Court of

Appeals for the Seventh Circuit explained the modern trend to

apply laches to legal and equitable claims as follows:

Laches is an equitable doctrine but one increasingly
applied in cases at law (such as this case, since the
plaintiff is seeking only damages) as well. Not only is
there a long tradition of applying equitable defenses in
cases at law –- indeed, fraud itself is an equitable
defense typically interposed in suits at law for breach of
contract –- but with the merger of law and equity (Fed. R.
Civ. P. 2) there is no longer a good reason to distinguish
between the legal and equitable character of defenses. . .
.

Maksym v. Loesch, 937 F.2d 1237, 1247-48 (7th Cir. 1991). Other

jurisdictions are in accord. See also Teamsters, 283 F.3d at

881 (“[A]s with many equitable defenses, the defense of laches

is equally available in suits at law.”) (citations omitted);

Hickerson v. Vessels, 316 P.3d 620, 622 (Colo. 2014) (“[O]ur

case law, since early statehood, recognizes the application of

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equitable remedies [in this case, laches] to legal claims.”);

Bill, 812 N.E.2d at 612 (“While we agree that traditionally,

statutes of limitations were generally applied to legal actions

and the laches doctrine was applied to those actions based in

equity, such ‘mechanical’ applications are no longer followed.”)

(citation omitted); Dep’t of Banking and Finance v. Wilken, 352

N.W.2d 145, 149 (Neb. 1984) (Holding that the defense of laches

was applicable in a contract action as follows: “The common-law

rule is that equitable defenses cannot be used to defeat an

action at law based on contract; however, we have not accepted

that position, but, on the contrary, we have held that any

defense, whether it be legal or equitable, may be set up in any

case.”) (citations omitted); Moore v. Starcher, 280 S.E.2d 693,

696 (W.Va. 1981) (“As an equitable concept, this theory is known

as laches and it has been infused as well into actions at law.”)

(citation omitted); McDaniel v. Messerschmidt, 382 P.2d 304, 307

(Kan. 1963) (“Although plaintiff contends the doctrine of laches

does not apply to pure actions at law, which he claims this to

be, and applies only to suits in equity, our cases do not

support his theory.”). We now adopt the rule that laches is a

defense to any civil action, which includes both legal or

equitable claims. In this case, the AOAO does not challenge the

circuit court’s factual findings underlying its conclusion that

its unreasonable delay prejudiced the defendants. Therefore, we

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affirm the circuit court’s order granting summary judgment, on

the basis of laches, in favor of all the defendants on all of

the AOAO’s claims.

V. Conclusion

We now hold that, in this jurisdiction, laches is a defense

to legal and equitable claims alike. We therefore reverse the

ICA’s August 24, 2016 Judgment on Appeal, and affirm the circuit

court’s “Amended Conclusions of Law, and Order Granting

Defendant Certified Management’s Motion for Summary Judgment,

Filed 8/5/14 and Order Granting Joinder by: Defendant Chaney

Brooks & Company, LLC to Defendant Certified Management Inc.’s

Motion for Summary Judgment, Filed 8/12/14” entered on October

10, 2014.

John D. Zalewski /s/ Mark E. Recktenwald
and Mark G. Valencia
for Petitioner/Defendant- /s/ Paula A. Nakayama
Appellee Certified
Management, Inc. /s/ Sabrina S. McKenna

Thomas J. Wong /s/ Richard W. Pollack
and James H.Q. Lee
for Petitioner/ /s/ Michael D. Wilson
Defendant-Appellee
Chaney Brooks & Company, LLC

Yuriko Jane Sugimura
for Petitioners/Defendants-
Appellees Michael David Bruser,
Tokyo Joe’s, Inc., Michael
T. McCormack, and Signa S.
McCormack

Matt A. Tsukazaki
for Respondent/Plaintiff-Appellant

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