Introduction

The case of Elesther Calipjo v. Jack Purdy; Regal Capital Corporation; Regal Capital Company, LLC, deliberated by the Supreme Court of Hawaiʻi on February 14, 2025, presents a pivotal development in interpreting liability under unfair and deceptive acts or practices (UDAP) claims. The controversy arose from a series of contractual dealings concerning the sale of two properties on Kauaʻi, where Calipjo asserted that the defendants engaged in deceptive practices to prevent the property sale. Central to the dispute was the determination of Purdy’s liability—whether he should be held both as an individual for his own deceptive conduct and as the alter ego of both Regal Corp. and Regal LLC, thereby extending joint and several liability. This case therefore addresses critical issues concerning individual versus alter ego responsibility and the scope of reinstated court judgments.

The litigation history includes a jury trial culminating in a final judgment by the Circuit Court on July 18, 2014, a series of appeals before the Intermediate Court of Appeals (ICA), and a subsequent review by the Supreme Court. Calipjo’s claims encompassed breach of contract, breach of the covenant of good faith and fair dealing, and UDAP violations, with the jury’s special verdict form designating different damages amounts for each defendant. The layering of individual and alter ego liability became particularly salient as the court resolved the proper interpretation and reinstatement of UDAP damages.

Summary of the Judgment

In a comprehensive memorandum opinion, the Supreme Court of Hawaiʻi reversed in part the intermediate appellate decision, thereby reinstating the full scope of the Circuit Court's final judgment from July 18, 2014. The Court reaffirmed that:

• Purdy is liable in his individual capacity for the UDAP claim, in addition to being held as the alter ego of Regal Corp. and Regal LLC.
• The complete judgment against Purdy—amounting to $166,865 for his individual UDAP liability—is fully reinstated along with the corresponding judgments against Regal Corp. and Regal LLC.
• The ICA erred by partially vacating the Circuit Court’s order denying Purdy’s motion to enforce a disgorgement of funds previously paid by Purdy.

The opinion clarifies that the Circuit Court’s final judgment was not subject to further remand for additional proceedings; rather, it was to be enforced in toto. This decision resolves the ambiguity regarding whether Purdy’s liability under the UDAP claim was confined solely to his alter ego status vis-à-vis the corporate entities or whether it extended to his personal actions.

Analysis

Precedents Cited

The opinion relies heavily on the prior decision in Calipjo v. Purdy, 144 Hawai'i 266, 439 P.3d 218 (2019), often referred to as Calipjo I. In that prior case, the Supreme Court had reinstated the July 18, 2014 final judgment of the Circuit Court, thereby setting a clear precedent on interpreting the scope of UDAP claims and the issue of alter ego liability. The Court referenced traditional doctrines surrounding alter ego liability and expanded them to cover personal misconduct in tandem with corporate misdeeds. Additionally, references to Hawaiʻi Revised Statutes, particularly HRS § 480-17(a) governing individual liability for corporate actions and HRS § 480-2 regarding unfair or deceptive practices, were employed to underscore that punitive measures such as treble damages could justifiably be applied to an individual’s conduct when evidence of fraud is present.

The Court’s discussion also acknowledges established case law principles from other jurisdictions (e.g., Frost v. Liberty Mut. Ins. Co., and Matter of Hawaiʻi Elec. Light Co.), emphasizing the necessity for a trial court to strictly follow an appellate court’s mandate without variation. These precedents were crucial in guiding the Court’s interpretation of the mandate that the final judgment be unambiguously reinstated.

Legal Reasoning

The Court’s legal reasoning is methodical, focusing first on the language of the Calipjo I opinion and then reconciling any perceived inconsistencies regarding Purdy’s liability. The reasoning unfolds as follows:

• Reinstatement of the Final Judgment: The Court carefully analyzed the language of Calipjo I, highlighting that the opinion explicitly stated the reinstatement of the Circuit Court’s final judgment in its entirety. This “all or nothing” mandate left no room for selective liability, thereby supporting the view that Purdy was liable not only as an alter ego but also personally for his UDAP actions.
• Jury’s Verdict and Evidence: The opinion underscores that the special verdict form clearly delineated distinct findings against each defendant, revealing both joint and several liabilities. The fact that the jury found evidence of Purdy’s individual misconduct—illustrated by his direct statements and his manipulation of contractual language—further cemented the basis for his personal liability.
• Non-Remand Principle: The Court stressed that there was no remand for additional proceedings; thus, the final judgment must stand as issued. Respondents’ subsequent motion to enforce, aimed at disgorging excess funds, was deemed inconsistent with the clear intent of full reinstatement.

Impact on Future Cases

The ruling carries significant implications for future UDAP litigation and corporate veil analyses. By confirming that an individual can be held both personally and as an alter ego for deceptive practices, the Court provides a more stringent standard for defendant behavior in property and contractual disputes. Future litigants and practitioners should now be alert to two key points:

• Full Reinforcement of Jury Findings: Courts are likely to give deference to detailed jury verdicts and the accompanying damages allocations unless substantial evidence exists to justify a reversal.
• Strict Adherence to Appellate Mandates: The decision reinforces that appellate courts’ directives—particularly regarding final judgments—are binding, reducing the latitude for remand or partial modifications by lower courts.

These guiding principles may lead to more robust enforcement of final judgments across similar cases, ensuring that deceptive business practices are met with comprehensive remedies.

Complex Concepts Simplified

Several complex legal concepts emerge from this decision:

• Alter Ego Liability: This concept holds that a person can use a separate legal entity (such as a corporation or LLC) to shield themselves, but if they treat the entity as their personal conduit for wrongful actions, then the entity’s liabilities can be imputed to the individual. In this case, the jury’s finding that Purdy was the alter ego of Regal Corp. and Regal LLC directly led to his accountability.
• Joint and Several Liability: The ruling clarifies that even if a defendant is found liable as part of a corporate group, individual responsibilities are not diminished. Purdy’s personal judgment for UDAP stands independent of the amount attributed to the corporate entities.
• Disgorgement: Disgorgement refers to the process by which a party is compelled to give up funds that were wrongfully obtained. The dispute over whether Purdy could claim a refund of monies paid to Calipjo was resolved in favor of enforcing the complete final judgment, without allowances for such adjustments.

These clarifications are essential for understanding how individual misconduct intermingled with corporate operations can expand a defendant’s liability.

Conclusion

The Supreme Court’s judgment represents a decisive interpretation of liability under UDAP claims. By unequivocally reinstating the Circuit Court’s final judgment, the Court confirms that Purdy is liable in his personal capacity in addition to his status as the alter ego of Regal Corp. and Regal LLC. This decision not only validates the jury’s comprehensive findings but also reinforces the appellate mandate that no further proceedings or discretionary remands may dilute the judgment.

In summary, the case sets an important precedent in upholding both individual and alter ego liability in UDAP contexts, offering clear guidance for future cases involving deceptive practices and emphasizing strict adherence to appellate directives in final judgments.