PJ Visionary PTE. LTD. v. Five Senses LLC.

FOR PUBLICATION IN WEST'S HAWAI‘I REPORTS AND PACIFIC REPORTER

Electronically Filed
Intermediate Court of Appeals
CAAP-XX-XXXXXXX
24-APR-2025
07:47 AM
Dkt. 75 OP

IN THE INTERMEDIATE COURT OF APPEALS

OF THE STATE OF HAWAI‘I

---o0o---

PJ VISIONARY PTE. LTD., Plaintiff-Appellant/Cross-Appellee,
v.
FIVE SENSES LLC, FIVE SENSES RESTAURANT LLC, FIVE SENSES
CAFÉ LLC, Defendants-Appellees/Cross-Appellees,
and
JN GROUP, INC., Defendant-Appellee/Cross-Appellant,
and
JOHN DOES 1-50, JANE DOES 1-50, DOE PARTNERSHIPS 1-50,
DOE CORPORATIONS 1-50, DOE ENTITIES 1-50, and DOE GOVERNMENTAL
UNITS 1-50, Defendants

NO. CAAP-XX-XXXXXXX

APPEAL FROM THE CIRCUIT COURT OF THE FIRST CIRCUIT
(CIVIL NO. 1CCV-XX-XXXXXXX)

APRIL 24, 2025

LEONARD, ACTING CHIEF JUDGE, NAKASONE AND MCCULLEN, JJ.
FOR PUBLICATION IN WEST'S HAWAI‘I REPORTS AND PACIFIC REPORTER

OPINION OF THE COURT BY NAKASONE, J.

This appeal concerns the application of Hawai‘i law
regarding the identification of the debtor in UCC-1 financing
statements.
Plaintiff-Appellant/Cross-Appellee PJ Visionary PTE.
Ltd. (PJ Visionary) appeals from the January 19, 2022 "Final
Judgment" entered in favor of Defendant-Appellee/Cross-Appellant
JN Group, Inc. (JN Group); June 2, 2021 "Inclination"; June 10,
2021 "Order Denying [PJ Visionary]'s Motion for Summary
Judgment" (Order Denying MSJ); and June 10, 2021 "Order Granting
[JN Group]'s Motion for Partial Summary Judgment" (Order
Granting MPSJ), all filed and entered by the Circuit Court of
the First Circuit (Circuit Court).1
On appeal, PJ Visionary contends the Circuit Court
"erred in concluding as a matter of law that [JN Group]'s
financing statement had priority over [PJ Visionary]'s
[f]inancing [s]tatement."
JN Group cross-appeals from the Circuit Court's July
6, 2021 "Order Denying [JN Group]'s Request for an Award of
Attorneys' Fees" (Order Denying Attorneys' Fees), and contends
the Circuit Court abused its discretion by denying its
attorneys' fees.
We hold that PJ Visionary's financing statement
identifying the parent company, Five Senses LLC, as debtor,
perfected its security in collateral belonging to Five Senses
LLC; and PJ Visionary's financing statement did not perfect a
security interest in the collateral of Five Senses LLC's
subsidiaries, Five Senses Restaurant LLC (Restaurant LLC) and

1 The Honorable Jeffrey P. Crabtree presided.

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Five Senses Café LLC (Café LLC). We affirm both the grant of
summary judgment and the denial of JN Group's attorneys' fees.
I. BACKGROUND
The following background is from the record of the
parties' cross-motions for summary judgment.
JN Group's 2016 lease with Restaurant LLC and Café LLC
On March 31, 2016, JN Group executed separate leases
with Restaurant LLC and Café LLC for the use of commercial space
in the building located at 888 Kapiolani Boulevard in Honolulu
(Leases). The Leases provided JN Group with a security interest
in "all goods, inventory, equipment, fixtures, furniture,
improvements, and other personal property [(FFE)] of [Café and
Restaurant] presently situated, or which may in the future be
situated . . . and all proceeds from such property"
(collectively, collateral).
JN Group did not file a UCC-1 financing statement
contemporaneously or near the March 31, 2016 date of the Leases.
PJ Visionary's 2018 loan to Five Senses LLC
On January 30, 2018, PJ Visionary and Five Senses LLC
executed an $800,000 loan agreement, with Five Senses LLC as the
borrower.
PJ Visionary's 1/29/18 financing statement
PJ Visionary recorded a January 29, 2018 UCC-1
financing statement the day before the loan execution,
reflecting itself as the secured party and "Five Senses LLC" as
the debtor. This financing statement identified the collateral
as the FFE "of the Borrower now and hereafter placed upon the
premises located at 888 Kapiolani Boulevard, Space No. 101 and
102, Honolulu, Hawaii."

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JN Group's 7/23/18 financing statement
On July 23, 2018, JN Group recorded a UCC-1 financing
statement that listed Restaurant LLC and Café LLC as the
debtors, and itself as the secured party. JN Group's financing
statement identified the collateral as the FFE "of Tenant (Café
LLC and Restaurant LLC) presently situated, or which may in the
future be situated, on the Premises (Space Nos. 201[2] and 102
within the Commercial Unit located at 888 Kapiolani Boulevard,
Honolulu, Hawaii 96813)[.]" (Footnote added.)
2019 default on PJ Visionary's loan
According to PJ Visionary's complaint in this case, on
February 1, 2019, the amounts became due, and Five Senses LLC
failed to make payment.
2020 default on JN Group's lease
On May 1, 2020, Restaurant LLC and Café LLC defaulted
on the Leases with JN Group.
Current proceeding
On December 7, 2020, PJ Visionary filed a Complaint
against Five Senses LLC and JN Group, alleging that: Five
Senses LLC breached the loan agreement (Count 1); foreclosure of
PJ Visionary's security interest in the collateral (Count 2); PJ
Visionary's right to priority over JN Group in the collateral
(Count 3); and conversion of the collateral by JN Group (Count
4).
On April 23, 2021, JN Group filed its MPSJ on Counts
2, 3, and 4, contending that: PJ Visionary "does not hold a
perfected security interest in the collateral" owned by
Restaurant LLC or Café LLC; PJ Visionary's financing statement
"does not establish a security interest against the assets of

2 The record reflects that Restaurant's lease was amended to
designate "the Premises" as "Space No. 201" even though "[t]he location of
the Premises ha[d] not changed[.]"

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Five Senses LLC's subsidiaries"; and PJ Visionary's financing
statement "is seriously misleading and thus, not perfected, if
its intent was to provide [PJ Visionary] with a security
interest against the assets of Five Senses LLC's subsidiaries."
On May 26, 2021, PJ Visionary filed an opposition,
arguing that it "holds a perfected security interest" in the FFE
"placed and used at 888 Kapiolani Blvd. Suites 101 and 201
(formerly 102)." PJ Visionary further contended that its
financing statement was not seriously misleading because: JN
Group "had knowledge that Five Senses LLC was the parent company
of [Restaurant LLC] and [Café LLC]"; if JN Group "searched the
financing statement filings at the Bureau of Conveyances, it
would have found that Five Senses LLC had granted a security
interest in the [FFE] situated at 888 Kapiolani Blvd"; and
"[a]ssuming arguendo that [PJ Visionary]'s filing was deficient
in that the words 'restaurant' and 'café' were not included with
the words 'Five Senses' in the name of the debtor, the missing
words were not fatal to [PJ Visionary]'s priority position."
On April 26, 2021, PJ Visionary filed its MSJ, arguing
that its "UCC-1 financing statement has priority," to which JN
Group filed a May 26, 2021 opposition, and PJ Visionary filed a
May 28, 2021 reply. PJ Visionary's MSJ argued that "Five Senses
LLC is the holding company for [Restaurant LLC] and [Café LLC]";
and pointed to similarities between the three LLCs -- that they
were formed on the same date, shared the same officers and
directors, and Five Senses LLC provided funding for Restaurant
LLC and Café LLC.
At the June 3, 2021 hearing on the cross-motions, the
Circuit Court orally granted JN Group's MPSJ and denied PJ
Visionary's MSJ, stating: "naming the parent in a financing

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statement as a matter of law does not include all the assets of
any subsidiaries."
Following the hearing, the parties submitted arguments
regarding attorneys' fees. PJ Visionary contended, inter alia,
that there were no contracts between PJ Visionary and JN Group;
and that attorneys' fees could not be awarded for declaratory
relief and conversion.
JN Group responded, inter alia, that the "essential
character of the underlying action" was in the nature of
assumpsit; and "all of the claims are irrefutably linked to and
derived from the breach" of the loan and lease agreements.
On June 10, 2021, the Circuit Court filed its Order
Denying (PJ Visionary's) MSJ and Order Granting (JN Group's)
MPSJ.
On July 6, 2021, the Circuit Court filed its Order
Denying Attorneys' Fees, based on its June 30, 2021 ruling,
inter alia, that: "there [was] no clear authority to award
attorneys' fees under the atypical circumstances of this case";
"there is no contractual relationship between PJ [Visionary] and
JN [Group]"; and that JN Group relied on Hawaii Revised Statutes
(HRS) § 490:9-503(a)(1), "which created a statutory security
interest" that is not "in the nature of assumpsit."
On January 19, 2022, the Circuit Court entered "Final
Judgment," awarding PJ Visionary $971,729.04 for Five Senses
LLC's breach of the Loan Agreement in Count 1; and entered
judgment in favor of JN Group and against PJ Visionary on the
remaining claims.
PJ Visionary timely appealed, and JN Group timely
cross-appealed.

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II. STANDARDS OF REVIEW
Summary Judgment: "On appeal, the grant or denial of
summary judgment is reviewed de novo." Kanahele v. State, 154
Hawai‘i 190, 201, 549 P.3d 275, 286 (2024) (citation omitted).
[S]ummary judgment is appropriate if the pleadings,
depositions, answers to interrogatories and admissions on
file, together with the affidavits, if any, show that there
is no genuine issue as to any material fact and that the
moving party is entitled to judgment as a matter of law. A
fact is material if proof of that fact would have the
effect of establishing or refuting one of the essential
elements of a cause of action or defense asserted by the
parties. The evidence must be viewed in the light most
favorable to the non-moving party. In other words, we must
view all of the evidence and inferences drawn therefrom in
the light most favorable to the party opposing the motion.

Id. (citation omitted).
Statutory Construction: "Statutory interpretation is
a question of law reviewable de novo." Barker v. Young, 153
Hawai‘i 144, 148, 528 P.3d 217, 221 (2023) (citation omitted).
Interpretation of a statute is governed by the following
principles:

First, the fundamental starting point for statutory
interpretation is the language of the statute itself.
Second, where the statutory language is plain and
unambiguous, our sole duty is to give effect to its plain
and obvious meaning. Third, implicit in the task of
statutory construction is our foremost obligation to
ascertain and give effect to the intention of the
legislature, which is to be obtained primarily from the
language contained in the statute itself. Fourth, when
there is doubt, doubleness of meaning, or indistinctiveness
or uncertainty of an expression used in a statute, an
ambiguity exists.
Id. (citation omitted).
Attorneys' Fees: "The trial court's grant or denial
of attorneys' fees and costs is reviewed under the abuse of
discretion standard." Cnty. of Hawaii v. C & J Coupe Fam. Ltd.
P'ship, 124 Hawai‘i 281, 306, 242 P.3d 1136, 1161 (2010)
(citation omitted).

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III. DISCUSSION
A. The Circuit Court did not err in granting JN
Group's MPSJ and denying PJ Visionary's MSJ.

1. PJ Visionary's contention that the Circuit
Court erroneously concluded JN Group's
financing statement had priority, is not
supported.
PJ Visionary's point of error challenges the Circuit
Court's determination of the priority of security interests at
issue, but no such determination appears in the record. PJ
Visionary claims the error occurred in the Circuit Court's June
2, 2021 Inclination, the Order Denying (PJ Visionary's) MSJ, and
the Order Granting (JN Group's) MPSJ. The Inclination, however,
states it "is only an inclination, not a ruling, and has no
legal effect." (Emphasis added.) In any event, the Inclination
did not contain a priority determination. The MSJ orders also
did not contain any priority determination. Nor does the
transcript of the summary judgment hearing reflect any
determination or ruling that JN Group's financing statement had
"priority" over PJ Visionary's financing statement.
While PJ Visionary's point of error is not supported,
we address its arguments that the Circuit Court erred in not
considering HRS § 490:9-506,3 and in failing to consider PJ
Visionary's "documentary evidence."

3 HRS § 490:9-506 (2008), entitled "Effect of errors or omissions,"
provides:

(a) A financing statement substantially satisfying the
requirements of this part is effective, even if it
has minor errors or omissions, unless the errors or
omissions make the financing statement seriously
misleading.

(b) Except as otherwise provided in subsection (c), a
financing statement that fails sufficiently to
provide the name of the debtor in accordance with
section 490:9-503(a) is seriously misleading.

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2. The Circuit Court did not err in not applying
HRS § 490:9-506.
HRS § 490:9-506 distinguishes "minor errors or
omissions" in financing statements from those that are
"seriously misleading[,]" and explains that a failure to
sufficiently "provide the name of the debtor in accordance with
section 490:9-503(a)" is "seriously misleading." HRS § 490:9-
503(a)(1)4 explains that sufficient provision of the debtor's

(c) If a search of the records of the filing office under
the debtor's correct name, using the filing office's
standard search logic, if any, would disclose a
financing statement that fails sufficiently to
provide the name of the debtor in accordance with
section 490:9-503(a), the name provided does not make
the financing statement seriously misleading.

. . . .

(Emphases added.) The "Uniform Commercial Code Comment" (UCC Comment) to HRS
§ 490:9-506 describes "Errors and Omissions" in a UCC-1 financing statement
as follows:

Subsections (b) and (c), which are new, concern the
effectiveness of financing statements in which the debtor's
name is incorrect. Subsection (b) contains the general
rule: a financing statement that fails sufficiently to
provide the debtor's name in accordance with Section
9-503(a) is seriously misleading as a matter of law.
Subsection (c) provides an exception: If the financing
statement nevertheless would be discovered in a search
under the debtor's correct name, using the filing office's
standard search logic, if any, then as a matter of law the
incorrect name does not make the financing statement
seriously misleading. A financing statement that is
seriously misleading under this section is ineffective even
if it is disclosed by (i) using a search logic other than
that of the filing office to search the official records,
or (ii) using the filing officer's standard search logic to
search a data base other than that of the filing office.
For purposes of subsection (c), any name that satisfies
Section 9-503(a) at the time of the search is a "correct
name."

(Emphasis added.)
4 HRS § 490:9-503 (2008 & 2013 Supp.), entitled "Name of debtor and
secured party," provides in pertinent part that:

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name means the "registered organization's name" on public
record.
PJ Visionary's argument based on HRS § 490:9-506 is
not clear. PJ Visionary's Opening Brief block quotes HRS
§ 490:9-506 and the UCC Comment accompanying it, but does not
explain which financing statement, its own or JN Group's, was or
was not "seriously misleading" under that statute. PJ Visionary
points to its own counsel's (Counsel) declaration5 describing how
Counsel's Bureau of Conveyances search using "Five Senses" in
the search box located the two financing statements at issue;
and that Counsel's search result submitted as an exhibit below
constitutes "factual evidence" that a "UCC search" "using the
parameters set by [the Bureau of Conveyances] would in fact
disclose PJ Visionary's [f]inancing [s]tatement." It appears
that PJ Visionary claims that its own financing statement was

(a) A financing statement sufficiently provides the name of the
debtor:

(1) Except as otherwise provided in paragraph (3), if the
debtor is a registered organization or the collateral is
held in a trust that is a registered organization, only if
the financing statement provides the name that is stated to
be the registered organization's name on the public organic
record most recently filed with or issued or enacted by the
registered organization's jurisdiction of organization
which purports to state, amend, or restate the registered
organization's name;

. . . .

The UCC Comment to HRS § 490:9-503 provides that "[a]s a general matter, if
the debtor is a 'registered organization' (defined in Section 9-102 so as to
ordinarily include corporations, limited partnerships, limited liability
companies, and statutory trusts), then the debtor's name is the name shown on
the 'public organic record' of the debtor's 'jurisdiction of organization.'"
5 The admissibility of Counsel's testimony of his own search is
questionable. See Pioneer Mill Co. v. Dow, 90 Hawai‘i 289, 297, 978 P.2d 727,
735 (1999) (holding that "unless counsel wishes to relinquish his or her role
as advocate and become a witness in the case, an affidavit of counsel
swearing to the truth and accuracy of exhibits does not authenticate exhibits
not sworn to or uncertified by the preparer or custodian of those exhibits").

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"effective" under HRS § 490:9-506(a), despite its "minor"
omission of Restaurant LLC and Café LLC as its subsidiaries. PJ
Visionary contends that Counsel's search using the Bureau of
Conveyances "standard search logic" under HRS § 490:9-506(c)
revealed the two financing statements at issue and thus its own
financing statement was not "seriously misleading." PJ
Visionary's argument is incorrect and unpersuasive.
Here, the plain language of HRS § 490:9-506(c) only
applies when a search is done "under the debtor's correct name,"
which is Five Senses LLC. "For purposes of subsection (c), any
name that satisfies section 9-503(a) at the time of the search
is a 'correct name.'" UCC Comment to HRS § 490:9-506. Under
HRS § 490:9-503(a), sufficient provision of the debtor's name
means the registered organization's name. The debtor reflected
on PJ Visionary's financing statement was Five Senses LLC, which
was the entity's "correct name" under HRS § 490:9-506(c), and
the entity's registered organization's name on public record
under HRS § 490:9-503(a).6 PJ Visionary's Counsel did not search
"Five Senses LLC" but instead typed in "Five Senses," which is
not the correct name or the publicly registered name, Five
Senses LLC. Because PJ Visionary's Counsel did not search the
correct registered name of the debtor, HRS § 490:9-506(c) did
not apply. The Circuit Court did not err in not applying HRS
§ 490:9-506.

6 The State of Hawai‘i Department of Commerce and Consumer Affairs
(DCCA) filings in evidence reflect that Five Senses LLC, Restaurant LLC, and
Café LLC were separate entities.

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3. The Circuit Court did not erroneously fail to
consider PJ Visionary's documentary evidence.
PJ Visionary argues the Circuit Court erred by not
considering its documentary evidence7 that showed "Five Senses
LLC was the parent of [Restaurant LLC], and as the parent, had
rights in the collateral"; and JN Group "was fully aware of the
relationship of these entities." JN Group responds that its
"purported awareness" of the relationships "does not cure the
deficiencies in [PJ Visionary]'s financing statement, which
fails . . . to provide rights to the assets of Five Senses LLC's
subsidiaries."
PJ Visionary's argument rests on its incorrect premise
that Five Senses LLC's status as a parent company gives PJ
Visionary a security interest against its subsidiaries through
the documentary evidence, despite the language of PJ Visionary's
financing statement solely identifying "Five Senses LLC" as the
debtor.
Here, PJ Visionary's financing statement on its face,
failed to give PJ Visionary a perfected security interest in the
collateral of Five Senses LLC's subsidiaries. The record
reflects that Five Senses LLC, Restaurant LLC, and Café LLC held
themselves out as separate entities. The financing statement
provided a security interest only against Five Senses LLC as the
debtor, and the collateral owned by Five Senses LLC, as the
"Borrower." PJ Visionary's financing statement did not include

7 PJ Visionary's "documentary evidence" includes: the declaration
of PJ Visionary's Chief Executive Officer, Seiki Takahashi, which "attested
that Seiki Takahashi told [JN Group] that Five Senses LLC would be providing
funding for the [FFE] and Five Senses LLC would be forming separate
entities"; the declaration of Counsel, which includes "a copy of a letter to
[JN Group] which [PJ Visionary claims] is evidence that [JN Group] was aware
Five Senses LLC was the parent of [Restaurant LLC] and [Café LLC]"; Five
Senses LLC's "2018 and 2019 United States Return of Partnership Income"; and
"corporate filings of Five Senses LLC, [Restaurant LLC], and [Café LLC] at
the [DCCA] showing all the same officers and registered agent[s]."

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any reference to Restaurant LLC or Café LLC, or include these
entities as debtors. See HRS § 490:9-503(a)(1). If PJ
Visionary's financing statement was intended to provide notice
to creditors of a secured interest against the collateral of
Restaurant LLC and Café LLC, it did not sufficiently do so. See
id.
We conclude the Circuit Court was correct in ruling
that "naming the parent [company] in a financing statement as a
matter of law does not include all the assets of any
subsidiaries." See United States v. Bennett, 621 F.3d 1131,
1136 (9th Cir. 2010) ("Today, it almost goes without saying that
a parent corporation does not own the assets of its wholly-owned
subsidiary by virtue of that relationship alone."). Further,
assuming arguendo that Five Senses LLC "had rights in the
collateral" of its subsidiaries, PJ Visionary's financing
statement failed to give PJ Visionary a perfected security
interest against that collateral, where Restaurant LLC and Café
LLC were not included in the financing statement. See In re
Env't Aspecs, Inc., 235 B.R. 378, 392 (E.D.N.C. 1999) (holding
that "the fact that the financing statement named the parent
corporation, EAI, was not sufficient to create an interest
against the assets of the subsidiary, EAI of NC"). The Circuit
Court was correct in not considering PJ Visionary's documentary
evidence.
For these reasons, the Circuit Court did not err in
granting JN Group's MPSJ and denying PJ Visionary's MSJ. See
Kanahele, 154 Hawai‘i at 201, 549 P.3d at 286.
B. The Circuit Court did not abuse its discretion in
denying JN Group's request for attorneys' fees.
On cross-appeal, JN Group argues that the Circuit
Court abused its discretion in ruling the action was not in the
nature of assumpsit, where this case "arose out of" PJ

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Visionary's Loan Agreement with Five Senses LLC," and because
the Complaint "sought to interfere with JN[] [Group's] security
interest as provided in JN[] [Group's] Leases with . . .
Restaurant LLC and . . . Caf[é] LLC[.]"
HRS § 607-14 (2016) authorizes attorneys' fees "in all
actions in the nature of assumpsit." "Assumpsit is a common law
form of action which allows for the recovery of damages for non-
performance of a contract, either express or implied, written or
verbal, as well as quasi contractual obligations." Blair v.
Ing, 96 Hawai‘i 327, 332, 31 P.3d 184, 189 (2001) (cleaned up).
Generally, "privity of contract between the plaintiff and the
defendant is necessary to the maintenance of an action of
assumpsit[.]" Am. Jur. 2d Actions § 17 (2025).8
Here, while this appeal centers on JN Group's lease
agreement with Five Senses LLC's subsidiaries, and PJ
Visionary's Loan Agreement with Five Senses LLC, PJ Visionary
and JN Group are not in privity for any of these contracts. The
Circuit Court's conclusion denying attorneys' fees for lack of a
contractual relationship between PJ Visionary and JN Group to
support an award of attorneys' fees to JN Group under HRS § 607-

8 Here, we conclude that none of the following exceptions to the
general rule requiring privity of contract between a plaintiff and defendant
for an action in the nature of assumpsit apply:

Although generally privity of contract between the
plaintiff and the defendant is necessary to the maintenance
of an action of assumpsit, the rule has many exceptions, as
where the plaintiff is the beneficiary of the contract, or
where, under a contract between two persons, assets have
come to the promisor's hands or under his or her control
which in equity belong to a third person, in which case the
third person may sue in his or her own name.

Am. Jur. 2d Actions § 17 (2025) (footnotes omitted); see Second Nat. Bank v.
Grand Lodge, of Mo. of Free & Accepted Ancient Masons, 98 U.S. 123, 124
(1878) (declining to specify "how far privity of contract between a plaintiff
and defendant is necessary to the maintenance of an action of assumpsit[,]"
but affirming "[n]o doubt the general rule is that such a privity must
exist").

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14 was correct. See Lambert v. Waha, 137 Hawai‘i 423, 431, 375
P.3d 202, 210 (2016) ("Conclusions of law are reviewed de novo,
under the right/wrong standard of review." (citations omitted)).
Thus, the Circuit Court acted within its discretion in denying
JN Group's request for attorneys' fees. See C & J Coupe Fam.,
124 Hawai‘i at 306, 242 P.3d at 1161.
IV. CONCLUSION
For these reasons, we affirm the Circuit Court's
January 19, 2022 Final Judgment; June 10, 2021 Order Denying
MSJ; and June 10, 2021 Order Granting MPSJ; and July 6, 2021
Order Denying Attorneys' Fees.

On the briefs:
/s/ Katherine G. Leonard
Thomas J. Wong,
Acting Chief Judge
for Plaintiff-Appellant/Cross-
Appellee, PJ Visionary PTE.
/s/ Karen T. Nakasone
Ltd.
Associate Judge
Joachim P. Cox,
/s/ Sonja M.P. McCullen
for Defendant-Appellee/
Associate Judge
Cross-Appellant,
JN Group, Inc.

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