Honoka'a Land Company, LLC v. Boteilho Hawaii Enterprises, Inc.

NOT FOR PUBLICATION IN WEST'S HAWAI#I REPORTS AND PACIFIC REPORTER

Electronically Filed
Intermediate Court of Appeals
CAAP-XX-XXXXXXX
25-JUN-2025
08:23 AM
Dkt. 78 SO

NOS. CAAP-XX-XXXXXXX and CAAP-XX-XXXXXXX

IN THE INTERMEDIATE COURT OF APPEALS

OF THE STATE OF HAWAI#I

No. CAAP-XX-XXXXXXX
HONOKA#A LAND COMPANY, LLC, a Hawai#i limited
liability company, Plaintiff-Appellant, v.
BOTEILHO HAWAII ENTERPRISES, INC., a Hawai#i
corporation; EDWARD BOTEILHO, JR.; DUTCH-HAWAIIAN
DAIRY FARMS, LLC, a Hawai#i limited liability company;
MAUNA KEA MOO, LLC, a Hawai#i limited liability company;
KEES C.J. KEA; CORNEL A. KEA; MALENA A. KEA, Defendants-
Appellees, and DOES 1-50, Defendants

and
No. CAAP-XX-XXXXXXX
HONOKA#A LAND COMPANY, LLC, a Hawai#i limited
liability company, Plaintiff-Appellant, v.
BOTEILHO HAWAII ENTERPRISES, INC., a Hawai#i
corporation; EDWARD BOTEILHO, JR.; DUTCH-HAWAIIAN
DAIRY FARMS, LLC, a Hawai#i limited liability company;
MAUNA KEA MOO, LLC, a Hawai#i limited liability company;
KEES C.J. KEA; CORNEL A. KEA; MALENA A. KEA, Defendants-
Appellees, and DOES 1-50, Defendants

APPEAL FROM THE CIRCUIT COURT OF THE THIRD CIRCUIT
(CASE NO. 3CCV-XX-XXXXXXX)

SUMMARY DISPOSITION ORDER
(By: Hiraoka, Presiding Judge, Wadsworth and Nakasone, JJ.)

Honoka#a Land Company, LLC appeals from the March 22,
2021 Final Judgment re: Specific Performance for Boteilho Hawaii
Enterprises, Inc. and Edward Boteilho, Jr.; and the July 21, 2021
Final Judgment for Boteilho Hawaii, Boteilho, Dutch-Hawaiian
NOT FOR PUBLICATION IN WEST'S HAWAI#I REPORTS AND PACIFIC REPORTER

Farms LLC, Mauna Kea Moo, LLC, Kees Kea, Cornel Kea, and Malena
Kea, both entered by the Circuit Court of the Third Circuit.1 We
vacate the March 22, 2021 and July 21, 2021 judgments and remand
to the Circuit Court for entry of an order dismissing Count I of
Honoka#a Land's complaint as moot, and for further proceedings on
Count II consistent with this summary disposition order.
This case involves the Clover Leaf Dairy. It was
operated by Boteilho Hawaii on land under Lease from the State of
Hawai#i. In January 2017 Boteilho Hawaii and Honoka#a Land signed
a Contract for Honoka#a Land to purchase the Dairy for
$2 million. In January 2020 Boteilho Hawaii agreed to sell the
Dairy to Kees Kea for $700,000. On July 9, 2020, Honoka#a Land
sued Boteilho Hawaii for breach of contract (Count I), and
Boteilho, Dutch-Hawaiian, Mauna Kea, and the Keas for tortious
interference with contractual relations (TICR) (Count II).
Honoka#a Land sought specific performance of the Contract,
damages, costs, and attorney fees.
Boteilho Hawaii and Boteilho moved for partial summary
judgment on Honoka#a Land's specific performance claim, which was
part of Count I (MPSJ). The Circuit Court granted the MPSJ and
purported to enter a Hawai#i Rules of Civil Procedure (HRCP)
Rule 54(b)-certified judgment. Honoka#a Land's appeal created
Judiciary Information Management System (JIMS) No. CAAP-21-
0000290.
Dutch-Hawaiian and Mauna Kea then moved for summary
judgment (MSJ). Boteilho Hawaii and Boteilho joined in the MSJ.
The Circuit Court granted the MSJ and awarded attorney fees to
Boteilho Hawaii, Boteilho, Dutch-Hawaiian, and Mauna Kea. The
Final Judgment was entered on July 21, 2021. Honoka#a Land's
appeal created JIMS No. CAAP-XX-XXXXXXX. We consolidated the
appeals.
Honoka#a Land contends that the Circuit Court erred by:
(1) granting the MPSJ; (2) certifying its order granting the MPSJ

1
The Honorable Robert D.S. Kim presided.

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under HRCP Rule 54(b); (3) granting the MSJ; and (4) awarding
attorney fees.
On November 21, 2022 (after briefing was completed),
Boteilho Hawaii filed a petition for Chapter 11 bankruptcy. In
re Boteilho Haw. Enters., Inc., No. 22-00827 (Bankr. D. Haw.
2022). Boteilho Hawaii's reorganization plan was approved, it
received a discharge, and the bankruptcy case was closed on
March 31, 2025. We ordered supplemental briefing about the
effect Boteilho Hawaii's discharge had on the issues presented by
these appeals. Honoka#a Land and Dutch-Hawaiian and Mauna Kea
filed supplemental briefs. Boteilho Hawaii and Boteilho joined
in Dutch-Hawaiian and Mauna Kea's supplemental brief.
Honoka#a Land's breach-of-contract claim against
Boteilho Hawaii (Count I) was rendered moot by Boteilho Hawaii's
discharge in bankruptcy. We address whether the Circuit Court
erred by granting summary judgment for Boteilho, Dutch-Hawaiian,
Mauna Kea, and the Keas on Honoka#a Land's TICR claim, and by
awarding attorney fees and costs to Boteilho Hawaii, Boteilho,
Dutch-Hawaiian, and Mauna Kea.
Summary Judgment. We review a grant of summary
judgment de novo. Ralston v. Yim, 129 Hawai#i 46, 55, 292 P.3d
1276, 1285 (2013). Summary judgment is appropriate if the
evidence shows there is no genuine issue as to any material fact
and the moving party is entitled to judgment as a matter of law.
Id. A fact is material if proof of that fact would establish or
refute one of the essential elements of a party's cause of action
or defense. Id. at 55-56, 292 P.3d at 1285-86. The evidence
must be viewed in the light most favorable to the non-moving
party — Honoka#a Land. Id. at 56, 292 P.3d at 1286.
To prove Boteilho, Dutch-Hawaiian, Mauna Kea, and the
Keas tortiously interfered with the Contract, Honoka#a Land had
the burden to show: (1) the Contract between Honoka#a Land and
Boteilho Hawaii; (2) the defendants' knowledge of the Contract;
(3) the defendants' intentional inducement of Boteilho Hawaii to
breach the Contract; (4) absence of justification on the

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defendants' part; (5) the subsequent breach of the Contract by
Boteilho Hawaii; and (6) damages to Honoka#a Land. See Weinberg
v. Mauch, 78 Hawai#i 40, 50, 890 P.2d 277, 287 (1995).
When (as here) the summary judgment movants do not have
the burden of proof, they have the burden to show (1) Honoka#a
Land cannot prove the essential elements of its claim for TICR;
and (2) the uncontroverted facts entitle them to judgment as a
matter of law. Ralston, 129 Hawai#i at 56, 292 P.3d at 1286.
They can satisfy their burden by either (1) presenting evidence
negating an element of Honoka#a Land's claim, or (2) showing that
Honoka#a Land cannot satisfy its burden of proof at trial. Id.
at 60, 292 P.3d at 1290.
We initially note that Kees Kea, Cornel Kea, and Malena
Kea neither moved for summary judgment nor joined in Dutch-
Hawaiian and Mauna Kea's motion for summary judgment. The
Circuit Court thus erred by entering the Final Judgment for the
Keas.
Dutch-Hawaiian and Mauna Kea argued it was the law of
the case that there was no enforceable contract between Honoka#a
Land and Boteilho Enterprises to purchase the Dairy. They relied
on the order granting Boteilho Enterprises' MPSJ. The MPSJ
argued Honoka#a Land wasn't entitled to specific performance
because it couldn't show it was ready, willing, and able to
perform under the Contract. It did not argue there was no
contract — it actually attached a copy of the Contract to its
motion — or that the Contract was unenforceable or had been
terminated.
Honoka#a Land opposed the MPSJ with a declaration from
the president of its sole member. He stated that Honoka#a Land
was ready, willing, and able to tender the purchase price under
the Contract. He also stated that Honoka#a Land was ready,
willing, and able to apply for State approval of an assignment of
the Lease. Boteilho's declaration supporting the MPSJ stated
that the State Board of Land and Natural Resources had consented
to assignment of the Lease "subject to Honoka#a Land providing

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financing for the purchase." Thus, there was a genuine issue of
material fact about whether Honoka#a Land was ready, willing, and
able to perform under the Contract. The Circuit Court erred by
granting the MPSJ. As a matter of law, the order granting the
MPSJ should not have formed the law of the case.
Honoka#a Land submitted a declaration opposing the MSJ
that authenticated the Contract and showed Honoka#a Land's part
performance of the Contract (deposit of $55,000 into escrow).
Viewed in the light most favorable to Honoka#a Land, the Contract
was a valid contract. See Ralston, 129 Hawai#i at 56, 292 P.3d
at 1286.
The MSJ also argued: Dutch-Hawaiian and Mauna Kea
couldn't know the terms of the Contract because there was no
actual contract; they couldn't induce the breach of the Contract
because there was no actual contract; their contracting with
Boteilho Enterprises to acquire the Dairy was justified because
there was no contract between Honoka#a Land and Boteilho to sell
the Dairy; Boteilho did not breach the Contract; and Honoka#a
Land cannot prove it was damaged because it cannot prove the
existence of the Contract or the sale price. The only evidence
offered to support these arguments was the transcript of the
hearing on the MPSJ (apparently to establish the law of the case)
and Honoka#a Land's June 10, 2019 letter notifying Boteilho
Hawaii it breached the Contract. Dutch-Hawaiian and Mauna Kea
failed to sustain their burden as MSJ movant to show there was no
contract to sell the Dairy to Honoka#a Land, that they didn't
induce Boteilho Hawaii to breach the Contract, that Honoka#a Land
had no damages, or that Honoka#a Land couldn't sustain its burden
to prove TICR. The Circuit Court erred by granting the MSJ.
Attorney Fees. We vacate the award of attorney fees to
Boteilho Hawaii, Boteilho, Dutch-Hawaiian, and Mauna Kea because
we are vacating the March 22, 2021 and July 21, 2021 judgments.
Ass'n of Owners of Kalele Kai v. Yoshikawa, 149 Hawai#i 417, 420,
493 P.3d 939, 942 (2021) (stating that "an award of attorneys'
fees is inappropriate where the underlying judgment is vacated").

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The Circuit Court's March 22, 2021 Final Judgment re:
Specific Performance and July 21, 2021 Final Judgment are
vacated. This case is remanded to the Circuit Court for entry of
an order dismissing Count I of Honoka#a Land's complaint as moot
and further proceedings on Count II consistent with this summary
disposition order.
DATED: Honolulu, Hawai#i, June 25, 2025.

On the briefs:
/s/ Keith K. Hiraoka
Lisa Strandtman, Presiding Judge
Shawn Maile Nakoa,
for Plaintiff-Appellant /s/ Clyde J. Wadsworth
Honoka#a Land Company, Associate Judge
LLC.
/s/ Karen T. Nakasone
David J. Minkin, Associate Judge
Jordan K. Inafuku,
Alan M. Okamoto,
James H. Kunimura,
for Defendants-Appellees
Boteilho Hawaii Enterprises,
Inc. and Edward Boteilho, Jr.

Francis L. Jung,
David H. Lawton,
Carol Monahan Jung,
Emil A. Macasinag,
for Defendants-Appellees
Dutch-Hawaiian Dairy Farms,
LLC and Mauna Kea Moo, LLC.

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