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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 HAWAII
---oOo---
________________________________________________________________
ASSOCIATION OF APARTMENT OWNERS OF ROYAL ALOHA, a Hawaii non-
profit corporation, Respondent/Plaintiff-Appellant,
vs.
CERTIFIED MANAGEMENT, INC., a Hawaii corporation;
CHANEY BROOKS & COMPANY, LLC, a Hawaii corporation;
MICHAEL DAVID BRUSER, an individual; TOKYO JOE’S, INC.,
a Hawaii 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 Hawaii 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 Hawaii 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 Hawaii 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
Hawaii 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 Hawaii,
as recognized in the Hawaii 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. Hawaii recognizes laches as an affirmative defense.
Hawaii Rules of Civil Procedure (HRCP) Rule 8(c). Laches
applies to actions at law in states like Hawaii, 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 Hawaii 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 Hawaii 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
Hawaii 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 Hawaii 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 Hawaii 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 Hawaii 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 Hawaii 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., Hawaii Cmty. Fed.
Credit Union v. Keka, 94 Hawaii 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
Hawaii 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
Hawaii 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 Hawaii 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 Hawaii 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 Hawaii 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
Hawaii 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 Hawaii law, is
inconsistent with Hawaii 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
Hawaii.”
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.” Hawaii
adopted the Hawaii 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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