In re: Pumehana Hui LP Dissolution

NOT FOR PUBLICATION IN WEST'S HAWAIʻI REPORTS AND PACIFIC REPORTER

Electronically Filed
Intermediate Court of Appeals
CAAP-XX-XXXXXXX
26-FEB-2025
08:44 AM
Dkt. 100 SO

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

IN THE INTERMEDIATE COURT OF APPEALS

OF THE STATE OF HAWAIʻI

IN RE PUMEHANA HUI LP DISSOLUTION

APPEAL FROM THE CIRCUIT COURT OF THE FIRST CIRCUIT
(S.P. NO. 1CSP-XX-XXXXXXX)

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

Respondent-Appellant Greene Lane Capital LLC appeals

from the Circuit Court of the First Circuit's April 22, 2021

Final Judgment, and four orders. 1

1 Greene Lane also appeals from the circuit court's:

• June 16, 2020 Order Denying Greene Lane's Motion to Dismiss
Applicant-Appellee MJF Development Corporation's Amended Application
for Judicial Dissolution of Pumehana Hui LP;

• October 5, 2020 Order Granting MJF's Motion for Summary Judgment;

(continued . . .)
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In February 2013, MJF Development Corporation, Greene

Lane Capital LLC, Dennis W. Mahoney as Trustee of the

Declaration of Revocable Trust of Dennis W. Mahoney Dated

November 14, 2004, and Renee E. Mola formed Hawai‘i limited

partnership Pumehana Hui LP. On February 22, 2013, general

partner MJF, 2 and limited partners Greene Lane, Mahoney, and

Renee entered into Pumehana's limited partnership agreement.

Pumehana's sole purpose was "to engage in the business of

owning, developing, operating and disposing of a real estate

development project" of 180 affordable condominium units located

at 929 Pumehana Street (Project).

On March 10, 2020, MJF filed an amended application

for judicial dissolution. MJF then moved for summary judgment,

which was granted. On April 22, 2021, the circuit court entered

final judgment in favor of MJF and against Greene Lane. Greene

(. . . continued)

• October 8, 2020 Order Granting in Part and Denying in Part
Respondent-Appellee Renee E. Mola's Motion for Injunction Against
Further Contact; and

• July 21, 2021 Findings of Fact (FOF), Conclusions of Law (COL), and
Order Denying Greene Lane's Hawai‘i Rules of Civil Procedure (HRCP)
Rule 60(b)(4) Motion (FOF, COL, and Order Denying Greene Lane's HRCP
Rule 60(b)(4) Motion).

The Honorable Dean E. Ochiai entered the April 22, 2021 Final Judgment
and the July 21, 2021 FOF, COL, and Order Denying Greene Lane's HRCP
Rule 60(b)(4) Motion.

The Honorable Lisa W. Cataldo entered the other orders from which
Greene Lane appeals.

2 MJF president Franco J. Mola is Renee's husband.

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Lane appealed, creating CAAP-XX-XXXXXXX, and raises nine points

of error.

On May 21, 2021, Greene Lane moved for relief from the

final judgment under Hawai‘i Rules of Civil Procedure (HRCP)

Rule 60(b)(4), 3 which the circuit court denied. Greene Lane

appealed, creating CAAP-XX-XXXXXXX, and raises two additional

points of error. 4

Upon careful review of the record and the briefs

submitted by the parties and having given due consideration to

the issues raised and the arguments advanced, we resolve this

appeal as discussed below, and affirm.

(1) Greene Lane's first and seventh points of error

are related. Greene Lane contends the circuit court erred in

not requiring MJF to file a complaint and in treating the case

as a special proceeding outside of the HRCP. Greene Lane also

contends it was denied due process because "[t]he whole point of

the HRCP, of course, is to provide that very process from the

outset."

3 HRCP Rule 60(b)(4) provides: "[o]n motion and upon such terms as are
just, the court may relieve a party or a party's legal representative from a
final judgment, order, or proceeding for the following reasons: . . . (4) the
judgment is void[.]"

4 Greene Lane actually raises eight points of error on appeal in CAAP-
XX-XXXXXXX, and the first six points are substantially the same as the points
raised in CAAP-XX-XXXXXXX. Thus, we address the two additional points
raised.

On April 29, 2022, this court entered an order consolidating CAAP-21-
0000344 and CAAP-XX-XXXXXXX.

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The amended application for judicial dissolution was

filed pursuant to Hawai‘i Revised Statutes (HRS) § 425E-802

(2004). HRS § 425E-802 provides that the circuit court may

order a limited partnership's dissolution upon "application by a

partner[.]" Though HRS Chapter 425E does not define the term

"application," it is generally defined as "[a] request or

petition." See HRS § 1-14 (2009); Application, Black's Law

Dictionary (12th ed. 2024).

Petitions are treated as complaints commencing civil

actions where a statute or court rule requires a particular

cause of action be commenced by a petition. See Hawaii Home

Infusion Assocs. v. Befitel, 114 Hawai‘i 87, 88 n.2, 157 P.3d

526, 527 n.2 (2007); In re Lease Cancellation of Smith, 68 Haw.

466, 468, 719 P.2d 397, 399 (1986). Thus, MJF was not required

to file a "complaint." See generally Lau v. Wong, 1 Haw. App.

217, 219, 616 P.2d 1031, 1033 (1980) (indicating circuit court

had power to hear partner's application for decree of

dissolution).

And no authority indicates an HRS § 425E-802 special

proceeding is outside the HRCP. See HRCP Rule 81(i) ("Except as

otherwise provided in Rule 72 or in this Rule 81, these rules

shall apply to all actions and proceedings of a civil nature in

any circuit court . . . and for that purpose every action or

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proceeding of a civil nature in the circuit court shall be a

'civil action' within the meaning of Rule 2.") (emphasis added).

Thus, the circuit court did not err in proceeding with

MJF's amended application in the underlying special proceeding,

and did not deny Greene Lane due process based on its HRCP

argument.

(2) In its second, third, and fourth points of error,

Greene Lane contends the circuit court abused its discretion in

not joining Mahoney or Pumehana as parties to the special

proceeding and erred in hearing the merits of the case without

first joining Mahoney or Pumehana.

Mahoney was named as a respondent to the special

proceeding in MJF's amended application for judicial

dissolution, as Greene Lane concedes in its opening brief filed

in CAAP-XX-XXXXXXX.

As to Greene Lane's arguments that Pumehana was a

necessary party, the Uniform Limited Partnership Act (ULPA) and

the 2001 version of the Revised Uniform Limited Partnership Act

(RULPA), "do not require that the partnership itself, as an

entity, be a party to an action seeking its own judicial

dissolution and winding up." Matz v. Bennion, 961 S.W.2d 445,

454 (Tex. App. 1997) (determining as all partners or their

representatives were before the court "it had jurisdiction to

judicially dissolve the partnerships").

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Greene Lane's assertion that it was improper for the

circuit court to hear the merits of the case without first

joining Mahoney or Pumehana lacks support because all necessary

parties to the proceeding were joined.

Thus, the circuit court did not err or abuse its

discretion.

(3) In its fifth point of error, Greene Lane contends

the circuit court abused its discretion in "truncating the

discovery process" as the circuit court did not grant the

request for an HRCP Rule 56(f) continuance. 5 (Formatting

altered.)

A request for continuance "must demonstrate how

postponement of a ruling on the motion will enable [the

litigant], by discovery or other means, to rebut the [summary

judgment] movants' showing of absence of a genuine issue of

fact." Acoba v. Gen. Tire, Inc., 92 Hawai‘i 1, 9, 986 P.2d 288,

296 (1999) (internal quotation marks and citation omitted).

5 HRCP Rule 56(f) provides:

Should it appear from the affidavits of a party opposing
the motion that the party cannot for reasons stated present
by affidavit facts essential to justify the party's
opposition, the court may refuse the application for
judgment or may order a continuance to permit affidavits to
be obtained or depositions to be taken or discovery to be
had or may make such other order as is just.

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Here, Greene Lane sought a continuance to conduct

extensive discovery, anticipating "that it will take 3-6 months

to propound adequate written discovery on the parties and

entities[.]" Greene Lane explained that "discovery would be

relevant to whether Pumehana can practicably carry on in

accordance with its Partnership Agreement."

Assuming, arguendo, Greene Lane met its burden, there

was no abuse of discretion. Following a hearing on the matter,

the circuit court granted Greene Lane a 45-day continuance to

conduct discovery as to Pumehana's "current debt and liabilities

and assets as well as its entitlements for the development

(described in paragraph 2.2 of the Limited Partnership

Agreement) and the current status of development." (Emphases

omitted.) The circuit court also allowed Greene Lane to

"inquire as to the feasibility of obtaining refinancing for the

development going forward[,]" via a deposition of MJF.

(Emphasis omitted.) The circuit court then instructed that

"[i]f issues arise regarding the scope of permissible discovery

or its timing, the parties shall request a further Rule 16

conference with the Court." (Emphasis added.)

Greene Lane does not assert, and the record does not

show, it requested a further conference. The circuit court thus

did not abuse its discretion.

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(4) In its sixth point of error, Greene Lane contends

the circuit court erred in granting MJF's summary judgment

motion, determining there was no genuine issue of material fact.

Greene Lane also contends the circuit court abused its

discretion in denying Greene Lane's motion for reconsideration.

(a) Motion for Summary Judgment

Greene Lane argues "[t]he Partners were not

'hopelessly deadlocked'" and the "spirited communications"

represented "resolvable discord between the Partners."

As MJF initiated the proceeding below and moved for

summary judgment, it bore the burden to show there was not a

"genuine issue of material fact" as "to the essential elements

of the claim" and that it was "entitled to summary judgment as a

matter of law." Ralston v. Yim, 129 Hawai‘i 46, 56, 292 P.3d

1276, 1286 (2013) (citation omitted). If MJF satisfies this

burden, the burden shifts to Greene Lane to demonstrate "the

existence of a triable, material factual issue" or adduce

"evidence of material facts which demonstrate the existence of

affirmative defenses that would defeat the plaintiff's claim."

Ocwen Fed. Bank, FSB v. Russell, 99 Hawai‘i 173, 183, 53 P.3d

312, 322 (App. 2002) (citation omitted).

To support its claims that dissolution was necessary

as the partners were deadlocked in a dispute and Pumehana's

purpose could no longer be fulfilled due to the Project's

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"imminent foreclosure[,]" MJF provided copies of e-mails and

texts from Greene Lane's member-manager Yang Suh requesting

information from Franco, and indicating Suh would not approve

new financing agreements to pay off the Bank of Hawaii Note due

to his deepening frustration with, and hostility towards Franco

and Renee regarding the partnership and proposed financing

agreements.

Some of Suh's messages included insults, swearing,

threats (including litigation and indicating he would pay a

houseless individual $1,000 to defecate on Franco's grave), and

character attacks directed at Franco, Renee, their children, and

others.

Various ULPA/RULPA jurisdictions across the country

have held that management deadlock, "evidence of ill-will,

dissension, and antagonism between the partners[,]" or "an

irreparable deterioration of a relationship between partners"

are valid bases for dissolution. See, e.g., In re Rueth Dev.

Co., 976 N.E.2d 42, 55 (Ind. Ct. App. 2012); Cobin v. Rice, 823

F. Supp. 1419, 1426 (N.D. Ind. 1993); Brennan v. Brennan

Assocs., 977 A.2d 107, 120, 120 n.14 (Conn. 2009).

Based on the evidence it presented, MJF showed there

was no genuine issue as to the partners' relationship, and that

it was "not reasonably practicable to carry on the activities of

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the limited partnership in conformity with the partnership

agreement." HRS § 425E-802.

The burden then shifted to Greene Lane, which did not

produce any evidence to support its claims that the messages

reflected "mere discord" between the parties or that there were

issues as to whether Pumehana could carry on its activities in

conformity with its partnership agreement. See Russell, 99

Hawai‘i at 183, 53 P.3d at 322.

Thus, the circuit court did not err in granting MJF's

summary judgment motion.

(b) Motion for Reconsideration

Greene Lane also contends the circuit court abused its

discretion in denying its motion for reconsideration because the

City Council's extension of the Project's construction deadline

"from May 6, 2021, to May 6, 2024" was "newly discovered

evidence" as the extension was approved after the circuit

court's hearing on MJF's summary judgment motion.

[T]he purpose of a motion for reconsideration is to allow
the parties to present new evidence and/or arguments that
could not have been presented during the earlier
adjudicated motion. Reconsideration is not a device to
relitigate old matters or to raise arguments or evidence
that could and should have been brought during the earlier
proceeding.

Cho v. State, 115 Hawai‘i 373, 384, 168 P.3d 17, 28 (2007)

(citation omitted).

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On August 24, 2020, Greene Lane notified the circuit

court that a resolution to extend the construction deadline was

pending approval from city authorities. The hearing on the

motion for summary judgment was on September 3, 2020, where the

circuit court took the matter under advisement, issuing no oral

ruling. The City Council extended the construction deadline on

September 9, 2020. The circuit court entered its order granting

summary judgment on October 5, 2020. See generally Sousaris v.

Miller, 92 Hawai‘i 505, 514, 993 P.2d 539, 548 (2000); Cho, 115

Hawai‘i at 384, 168 P.3d at 28.

Because Greene Lane knew the proposal to extend the

construction deadline was pending and the City Council extended

the deadline about a month before the circuit court ruled on the

motion for summary judgment, the extension could have been

presented to the circuit court prior to its ruling on the motion

and was not "new" evidence. Even if the extension was new

evidence, it was not material to the issue of ill-will,

dissension, and antagonism among the parties to create a genuine

issue of material fact.

Thus, the circuit court did not abuse its discretion

in denying Greene Lane's motion for reconsideration.

(5) In its eighth point of error, Greene Lane

contends the circuit court abused its discretion by "not

adequately screen[ing] this matter for a conflict of

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interest[,]" arguing "[t]he appearance of impropriety and

partiality is present because, while in private practice, Judge

Cataldo was adverse to Mahoney in two lawsuits."

Greene Lane appears to primarily rely on Hawai‘i

Revised Code of Judicial Conduct (HRCJC) Rule 2.11 to support

its arguments. HRCJC Rule 2.11(a)(6)(A) requires that a judge

disqualify or recuse themselves if the judge "served as a lawyer

in the matter in controversy":

(a) Subject to the rule of necessity, a judge shall
disqualify or recuse himself or herself in any proceeding
in which the judge's impartiality* might reasonably be
questioned, including but not limited to the following
circumstances:

. . . .

(6) The judge:

(A) served as a lawyer in the matter in controversy,
or was associated with a lawyer who participated
substantially as a lawyer in the matter during
such association[.]

(Formatting altered and emphasis added.)

Though HRCJC does not explain what constitutes a

"matter in controversy," this court has determined "the term

'matter' appears to refer to a case (which will have a 'final

disposition') before the court, not other cases involving the

same or similar issues." Kondaur Cap. Corp. v. Matsuyoshi, 150

Hawai‘i 1, 15, 496 P.3d 479, 493 (App. 2021).

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Here, the two lawsuits Judge Cataldo was purportedly

adverse to Mahoney were case numbers 1CC161001492 and

1CC171001820, both entitled Visionsafe Corp. et al. v. Cades

Schutte LLP et al., which asserted legal malpractice claims.

Mahoney was one of the plaintiffs in the Visionsafe

lawsuits. Judge Cataldo was employed at McCorriston Miller

Mukai MacKinnon, which represented Cades in the Visionsafe

lawsuits.

But the Visionsafe lawsuits did not involve Pumehana,

its financing, or dissolution of a partnership. Moreover, Judge

Cataldo's participation in the Visionsafe lawsuits did not

change the evidence presented with the motion for summary

judgment in the special proceeding here - namely, Suh's

contentious e-mails and refusal to agree on financing.

And when the Visionsafe lawsuits were brought to the

circuit court's attention, the instant special proceeding was

reassigned to Judge Ochiai. Judge Ochiai presided over Greene

Lane's motion for reconsideration and HRCP Rule 60(b)(4) motion.

We decline to vacate the judgment in this case under

these circumstances.

(6) In its ninth point of error, Greene Lane contends

the circuit court erred in "exercising jurisdiction over a

[temporary restraining order (TRO)] matter" as "[o]nly the

district courts have the authority to issue injunctions against

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harassment[,]" under HRS § 604-10.5(b) (2016). 6 (Some formatting

altered.)

"Hawai‘i courts 'have the inherent power and authority

to control the litigation process before them and to curb abuses

and promote fair process[.]'" Kaina v. Gellman, 119 Hawai‘i 324,

330, 197 P.3d 776, 782 (App. 2008) (citation omitted). "HRS

§ 603-21.9(1) & (6) is a legislative restatement of the inherent

powers doctrine." Id. at 331, 197 P.3d at 783 (footnote

omitted).

On March 30, 2020, the parties agreed contact would be

through their attorneys following communications Suh sent to

Franco and Renee. Suh, however, violated that agreement when he

sent messages directly to Renee and/or Franco in June, August,

and September 2020, regarding capital contributions, funding,

the loan, their actions in the case, and their marriage

(including "Go run to Lyle and Tobin. Get a tro on me. You

twits."; "Right about now. You are trying to make me look like a

bad guy in front of a judge."; "I can picture the self pity and

acting the victim . . . seems like it's a common theme in your

family. Communicate. It's healthy.").

6 HRS § 604-10.5(b) provides "[t]he district courts shall have the
power to enjoin, prohibit, or temporarily restrain harassment."

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Renee requested sanctions and an order enjoining Suh

from contacting her.

The circuit court denied Renee's request for

sanctions, as there was no court order in place when Suh

violated the agreement to communicate through counsel.

But, relying on its inherent powers under HRS § 603-

21.9 (2016), 7 the circuit court enjoined Greene Lane, "through

any of its agents, representatives, and member-managers," from

communicating directly with Renee and required all contact to go

through her counsel. The circuit court found that the elements

to issue an injunction were met, and Greene Lane did not

expressly challenge that finding on appeal. See Okada Trucking

Co. v. Bd. of Water Supply, 97 Hawai‘i 450, 458, 40 P.3d 73, 81

(2002) ("Findings of fact . . . not challenged on appeal are

binding on the appellate court.").

7 HRS § 603-21.9 provides in pertinent part:

The several circuit courts shall have power:

(1) To make and issue all orders and writs necessary or
appropriate in aid of their original or appellate
jurisdiction;

. . . .

(6) To make and award such judgments, decrees, orders, and
mandates, issue such executions and other processes, and
do such other acts and take such other steps as may be
necessary to carry into full effect the powers which are
or shall be given to them by law or for the promotion of
justice in matters pending before them.

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Suh's violation of the agreement to communicate

through counsel and continued communication with Renee dictated

a need for the circuit court to control the litigation and curb

abuses. Thus, the circuit court did not abuse its discretion by

using its inherent powers to enjoin Greene Lane from directly

contacting Renee.

(7) Finally, in its two remaining points of error,

Greene Lane challenges the denial of its HRCP Rule 60(b)(4)

motion.

Greene Lane first contends the circuit court erred

when it denied Greene Lane's HRCP Rule 60(b)(4) motion as it

applied "the wrong legal standards" at the June 15, 2021 hearing

on the motion.

Regardless of what the circuit court stated at the

June 15, 2021 hearing, "a trial court's written order controls

over its oral statements." State v. Milne, 149 Hawai‘i 329, 335,

489 P.3d 433, 439 (2021).

In Conclusions of Law (COL) 2 and 3 in the "Findings

of Fact (FOF), COL, and Order Denying Greene Lane's HRCP

Rule 60(b)(4) Motion," the circuit court cited language directly

from HRCP Rule 60(b)(4) and noted "a judgment is void only if

the court that rendered it lacked jurisdiction of either the

subject matter or the parties or otherwise acted in a manner

inconsistent with due process of law." (Emphases and citation

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omitted.) This is the correct review of an HRCP Rule 60(b)(4)

motion and Greene Lane does not challenge COL 2 and 3.

Greene Lane next contends the circuit court violated

its due process rights.

"[D]ue process is flexible and calls for such

procedural protections as the particular situation demands."

Fujimoto v. Au, 95 Hawai‘i 116, 164, 19 P.3d 699, 747 (2001)

(citations omitted). "The basic elements of procedural due

process of law require notice and an opportunity to be heard at

a meaningful time and in a meaningful manner." Id. (citations

omitted).

Here, Greene Lane participated in the special

proceeding below as it filed an answer to the amended

application for judicial dissolution, multiple motions, and was

represented by counsel at hearings on various motions. Greene

Lane was not denied due process.

Thus, the circuit court did not err in denying Greene

Lane's HRCP Rule 60(b)(4) motion.

Based on the foregoing, we affirm the circuit court's

April 22, 2021 Final Judgment; June 16, 2020 Order Denying

Motion to Dismiss MJF's Amended Application for Judicial

Dissolution; October 5, 2020 Order Granting MJF's Summary

Judgment Motion; October 8, 2020 Order on Granting in Part and

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Denying in Part Renee's Motion for Injunction Against Further

Contact; and July 21, 2021 FOF, COL, and Order Denying Greene

Lane's HRCP Rule 60(b)(4) Motion.

DATED: Honolulu, Hawai‘i, February 26, 2025.

On the briefs: /s/ Keith K. Hiraoka
Presiding Judge
Robert G. Klein,
Kurt W. Klein, /s/ Karen T. Nakasone
David A. Robyak, Associate Judge
James M. Yuda,
for Respondent-Appellant, /s/ Sonja M.P. McCullen
Greene Lane Capital LLC. Associate Judge

William Meheula,
Natasha L.N. Baldauf,
D. Kaena Horowitz,
(Sullivan Meheula Lee),
for Applicant-Appellee,
MJF Development Corporation.

Lyle S. Hosoda,
Kourtney H. Wong,
Spencer J. Lau,
for Respondent-Appellee,
Renee E. Mola.

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