Traditional Standing vs. Contractual Entitlement: Guam Supreme Court Limits “Abandonment” and Recalibrates Summary Judgment Burdens in Cho v. Alupang Beach Club (2025 Guam 3)

Traditional Standing vs. Contractual Entitlement: Guam Supreme Court Limits “Abandonment” and Recalibrates Summary Judgment Burdens in Cho v. Alupang Beach Club (2025 Guam 3)

Introduction

In a significant decision for Guam civil practice, the Supreme Court of Guam in Hee K. Cho and Min S. Cho v. Alupang Beach Club, Inc. and Steven Kasperbauer, 2025 Guam 3, reversed the Superior Court’s grant of summary judgment and clarified foundational doctrines at the intersection of contract law and civil procedure. The dispute arises from a 2004 Settlement Agreement and Mutual Release (the “Settlement Agreement” or “SAMR”) that resolved extensive litigation over the Alupang Beach Tower (ABT), a mixed-use condominium complex. The plaintiffs, Hee K. and Min S. Cho (the “Chos”), who hold a controlling interest in ABT, alleged that Alupang Beach Club, Inc. and its principal, Steven Kasperbauer (collectively, “ABC”), breached the Settlement Agreement by objecting to a 2016 proposed amendment to the Replacement Declaration of Horizontal Property Regime (the “Replacement HPR”).

Procedurally, this case returns to the Supreme Court after an earlier anti-SLAPP appeal (Cho v. Alupang Beach Club, Inc., 2020 Guam 10, “Alupang I”) in which the Court allowed the case to proceed because the Settlement Agreement provided a substantial basis independent of ABC’s petitioning activity. On remand, the trial court later granted ABC’s second motion for summary judgment, concluding the Chos lacked standing—premised on a view that only Hibari Guam Corporation (the seller to the Chos in 2003) could seek a refund under paragraph 3.9 of the Settlement Agreement—and that the Chos had abandoned their injunctive relief and other claims by not arguing them in opposition to the motion. This appeal followed.

The Supreme Court’s opinion addresses two central issues with broad ramifications:

  • It separates “traditional standing” from questions about a party’s contractual entitlement, holding that whether a plaintiff can obtain a specific contractual remedy is a merits question, not a jurisdictional one, and that a signatory alleging breach has sufficient injury-in-fact to litigate.
  • It recalibrates summary judgment practice in Guam, rejecting the notion that a non-movant abandons claims that the movant did not actually raise, and reaffirming the movant’s initial Celotex-style burden before the burden shifts to the non-movant.

Summary of the Opinion

The Supreme Court reversed the trial court’s grant of summary judgment and denial of reconsideration. First, it held that the trial court conflated traditional (Article III–style) standing with “contractual standing,” which goes to the merits (¶¶ 17-18). Because the Chos were parties to the Settlement Agreement and alleged breach, they suffered a cognizable injury-in-fact sufficient for traditional standing (¶¶ 21-23). Whether the Chos may obtain the specific refund remedy is a merits issue, not a jurisdictional bar.

Second, the Court rejected the trial court’s conclusion that the Chos abandoned their non-monetary claims—including injunctive relief—by failing to brief them in opposition to ABC’s motion. The Court clarified that the movant bears the initial burden on summary judgment and that courts may not grant summary judgment on claims the movant did not place at issue (¶¶ 30-35). The Court further noted the impropriety of discounting the non-movant’s affidavits at the summary judgment stage based on credibility determinations (¶ 34 n.7).

Third, the Court instructed the trial court on remand to address the merits questions that had been sidestepped: whether the 2016 Proposed Amendment is “similar in material respects” to the Replacement HPR under paragraph 3.1 and, if so (or if other provisions apply), whether ABC’s objections violated the Settlement Agreement (¶¶ 24-25). The Court highlighted disputes over the scope and meaning of paragraphs 3.1, 3.8, 3.10, and 3.12, which either required resolution as matters of law (if unambiguous) or precluded summary judgment (if ambiguous) (¶¶ 42-48).

Analysis

Precedents Cited

The Court’s analysis is anchored in well-developed federal and territorial law on standing, anti-SLAPP doctrine, and summary judgment burdens:

  • Traditional vs. Contractual Standing: The Court drew on federal and state decisions distinguishing jurisdictional standing from questions about a plaintiff’s entitlement under a contract, including SM Kids, LLC v. Google LLC, 963 F.3d 206, 211 (2d Cir. 2020); Maxim Crane Works, L.P. v. Zurich Am. Ins. Co., 11 F.4th 345, 350 (5th Cir. 2021); Avery v. Commissioner, N.H. Dep’t of Corr., 248 A.3d 1179, 1189 (N.H. 2020); and John C. Flood of DC, Inc. v. SuperMedia, L.L.C., 408 S.W.3d 645, 651 (Tex. App. 2013) (¶ 17). The Guam Supreme Court reaffirmed it adopts “traditional standing requirements” modeled on Article III (In re Req. of Leon Guerrero, 2023 Guam 11 ¶ 18; Linsangan v. Gov’t of Guam, 2020 Guam 27 ¶ 15).
  • Anti-SLAPP: In Alupang I, 2020 Guam 10, the Court held that the Settlement Agreement provided a substantial non-petitioning basis for the claims, preventing CPGA immunity (¶¶ 8-9). Guam Greyhound, Inc. v. Brizill, 2008 Guam 13 frames the CPGA context.
  • Summary Judgment: The Court’s discussion aligns with Celotex Corp. v. Catrett, 477 U.S. 317 (1986), which permits a movant who does not bear the trial burden to point out the absence of evidence on an essential element and thereby shift the burden to the non-movant (¶¶ 33-34). Guam cases mirroring federal practice include Iizuka Corp. v. Kawasho Int’l (Guam), Inc., 1997 Guam 10; Edwards v. Pac. Fin. Corp., 2000 Guam 27; Camacho v. Perez, 2017 Guam 16; Est. of Cruz v. Detry Corp., 2023 Guam 14; DFS Guam L.P. v. A.B. Won Pat Int’l Airport Auth., 2020 Guam 20 (¶¶ 27-29). The Court also referenced Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (1986), on avoiding credibility determinations at summary judgment, and Pearson v. Prison Health Serv., 850 F.3d 526, 541 n.5 (3d Cir. 2017) (¶ 34 n.7).
  • Contract Interpretation at Summary Judgment: The Court cited multiple federal circuit decisions emphasizing that interpretation of unambiguous contracts is a question of law suitable for summary judgment, while ambiguity generally precludes it: Laredo Ridge Wind, LLC v. Neb. Pub. Power Dist., 11 F.4th 645, 649 (8th Cir. 2021); Great Clips, Inc. v. Hair Cuttery of Greater Bos., L.L.C., 591 F.3d 32, 35 (1st Cir. 2010); Util. Audit, Inc. v. Horace Mann Serv. Corp., 383 F.3d 683, 687 (7th Cir. 2004) (¶¶ 36-37). The Court also referenced the ambiguity framework in Duncan v. Muzyn, 885 F.3d 422 (6th Cir. 2018); Bank v. IBM, 145 F.3d 420 (1st Cir. 1998); Den Norske Bank AS v. First Nat’l Bank of Bos., 75 F.3d 49 (1st Cir. 1996); and Macey v. Carolina Cas. Ins. Co., 674 F.3d 125 (2d Cir. 2012) (¶ 37).
  • Scope of Trial Court Duties: The Court underscored a trial court’s obligation to resolve issues squarely raised by the parties, citing Sec’y, Vt. Agency of Nat. Res. v. Irish, 738 A.2d 571, 580 (Vt. 1999) (¶ 40).
  • Other Guam Law: The opinion cites Guam standards for de novo review of summary judgment (In re Est. of Leon Guerrero, 2023 Guam 10 ¶ 17), de novo review of standing (Hemlani v. Melwani, 2021 Guam 26 ¶ 18), and abuse-of-discretion review for reconsideration (Att’y Gen. of Guam v. Gutierrez, 2011 Guam 10 ¶ 18; DFS Guam, 2014 Guam 12 ¶ 10).

Legal Reasoning

1) Standing: Contractual Remedies Are the Merits, Not Jurisdiction

The trial court treated the question of whether paragraph 3.9’s refund provision belonged solely to Hibari as a jurisdictional standing defect, concluding the Chos suffered no injury-in-fact. The Supreme Court held this was legal error: whether the Chos are entitled to a refund is not a question of traditional standing but one of “contractual standing” and thus goes to the merits (¶¶ 17-18). The Court emphasized that a party who is a signatory alleging breach has suffered an injury-in-fact sufficient to establish traditional standing to pursue relief, whether monetary or injunctive (¶ 21) and cited supportive authorities from multiple jurisdictions (Trapp v. Roden; Katz v. Pershing; Cottman Transmission; Avery).

This conclusion dovetails with Alupang I, where the Court had already recognized the Settlement Agreement as a “substantial basis,” independent of protected petitioning activity, for the Chos’ claims (¶ 22, referencing 2020 Guam 10 ¶¶ 13, 17, 19). It would be inconsistent to find a substantial contractual basis for the claims yet deny the plaintiffs traditional standing to seek contractual relief. The Supreme Court therefore vacated the standing-based grant of summary judgment (¶¶ 23-25).

2) Summary Judgment: The Movant’s Initial Burden and the Myth of “Abandonment”

The trial court also concluded the Chos abandoned their injunctive relief and other claims by failing to argue them in opposition to ABC’s second motion for summary judgment. The Supreme Court rejected this approach, aligning Guam practice with Celotex principles: a defendant moving for summary judgment must first carry its initial burden—either by negating an essential element or by pointing out an absence of evidence on an essential element—before the burden shifts to the non-movant (¶¶ 27-29, 33-34).

Two critical corollaries follow:

  • A court may not grant summary judgment on claims or issues not placed in dispute by the movant; the non-movant is not obligated to anticipate and rebut arguments the movant did not make (¶¶ 30-35).
  • At summary judgment, courts must credit the non-movant’s evidence and may not resolve credibility disputes against them. Discounting the non-movant’s affidavits simply as “not convincing” is improper (¶ 34 n.7).

Applying these rules, the Court found the trial court both misallocated burdens and overlooked the substance of the Chos’ opposition, which included argument on the Settlement Agreement’s scope and on injunctive relief, as well as record materials supporting their position (¶¶ 38-41, 49-50).

3) Contract Interpretation: What the Trial Court Must Decide on Remand

The heart of the parties’ dispute is contractual: do paragraphs 3.1, 3.8, 3.10, and 3.12 of the Settlement Agreement limit ABC’s right to object to the Proposed Amendment before the Guam Land Use Commission (GLUC)?

  • Paragraph 3.1: ABC must “without delay” sign a “new Replacement HPR or amendment to the HPR,” provided it is “similar in material respects” to the Replacement HPR (¶ 42). The trial court’s earlier anti-SLAPP ruling suggested applicability, but Alupang I flagged uncertainties. On remand, the court must determine whether the Proposed Amendment is “materially similar” using appropriate contract construction tools (¶¶ 42-44).
  • Paragraph 3.8: ABC agreed not to oppose applications for “conditional use permits or modifications thereto or zoning variances or other regulatory permits or action” as the Association or other defendants “may deem [to be] requisite or appropriate” to the “lawful construction, maintenance and operation” of ABT “as presently existing” (¶ 45). The parties dispute the scope of this clause—particularly the interplay between “as presently existing” and the forward-looking discretion to pursue regulatory changes. The trial court must construe the clause and decide whether it reaches the 2016 Proposed Amendment (¶ 45).
  • Paragraph 3.10: ABC agreed not to object to or assert claims relating to the “type of business operations” of the defendants or the Association at ABT (¶ 46). Is the proposed conversion from hotel/residential to predominantly condominium use a “business operation” choice or something else (e.g., density/parking/physical facilities)? The trial court must interpret the provision in context (¶¶ 46-47).
  • Paragraph 3.12: ABC “agrees and acknowledges” ABT is a mixed-use condominium and that market or economic conditions “may warrant modifications to facilities,” and further agrees not to contest the Cho Group’s “occupation, use, and ownership” of specified areas and related Association arrangements (¶ 48). The parties dispute whether this non-contest obligation is limited to the specific areas identified, or whether it signals broader deference to the Cho Group’s control consistent with the mixed-use vision. The trial court must resolve this interpretive dispute (¶ 48).

The Court reiterated the governing methodology: when contractual language is unambiguous, interpretation is a question of law; where language is ambiguous—susceptible to at least two reasonable interpretations—factual development may be necessary, and summary judgment is generally inappropriate (¶¶ 36-37).

Impact

This opinion sets several important guideposts for Guam practitioners and trial courts:

  • Standing Clarified: The Court draws a bright line between jurisdictional standing and merits-based entitlement. When a party to a contract alleges breach, traditional standing is satisfied by the breach itself; entitlement to a particular contractual remedy (e.g., a refund) is a merits question (¶¶ 17-23). This curbs the misuse of “standing” to short-circuit substantive contract claims.
  • Summary Judgment Practice Rebalanced: The movant’s initial Celotex burden is reaffirmed. Trial courts should not:
    • Grant summary judgment on claims not raised or supported by the movant’s showing;
    • Deem claims “abandoned” because the non-movant did not brief unraised issues;
    • Resolve credibility disputes or discount affidavits at the summary judgment stage (¶¶ 30-35, 34 n.7).
    Expect more disciplined motions, tighter issue-framing, and fewer “gotcha” waivers based on silence.
  • Contract Disputes at the SJ Stage: Courts must determine whether contract terms are unambiguous (allowing decision as a matter of law) or ambiguous (generally precluding summary judgment). This opinion encourages direct engagement with the text and context of the parties’ agreement rather than threshold dismissals (¶¶ 36-38, 41-48).
  • Settlement Agreements Waiving Opposition Rights: Although the Court did not decide whether ABC’s contractual waiver of petitioning/objection rights passes any heightened scrutiny or applies to the Proposed Amendment, it reaffirmed Alupang I’s holding that such agreements can form a substantial basis for claims independent of protected petitioning activity. On remand, applicability turns on the Settlement Agreement’s text and meaning (¶¶ 8-9, 24-25, 41-48).
  • Remedies Beyond Money Damages: Even if a specific refund provision were reserved to a third party (Hibari), equitable remedies such as injunctions remain in play for signatories alleging breach. Trial courts must analyze all pleaded remedies, not just monetary claims (¶¶ 19-25, 38-41).
  • Procedural Discipline on Reconsideration: The Court’s reversal underscores that denial of reconsideration cannot rest on the same legal errors made in the underlying ruling. The trial court abused its discretion by doubling down on its misapplication of standing and abandonment (¶ 35).

Complex Concepts Simplified

  • Traditional Standing vs. “Contractual Standing”:
    • Traditional standing asks whether the plaintiff has suffered a concrete injury fairly traceable to the defendant and redressable by the court.
    • “Contractual standing” is a shorthand for a merits question: whether the plaintiff has the right under the contract to the relief sought. It is not jurisdictional.
    • In this case, being a signatory alleging breach gives the Chos traditional standing, regardless of whether they ultimately win a refund or other relief (¶¶ 17-23).
  • Anti-SLAPP (CPGA):
    • Guam’s Citizen Participation in Government Act protects petitioning activity. But where a plaintiff’s claims have a substantial non-petitioning basis—such as a contract prohibiting certain objections—the suit can proceed (Alupang I; ¶¶ 7-9).
  • Summary Judgment Burdens:
    • The movant must identify the grounds and show the absence of a genuine dispute of material fact on the claims it targets (Celotex; ¶¶ 27-35).
    • Only then does the burden shift to the non-movant to produce evidence creating a genuine dispute.
    • Courts must credit the non-movant’s evidence and avoid credibility determinations at this stage (¶ 34 n.7).
  • Horizontal Property Regime (HPR):
    • An HPR is a condominium-style legal regime. ABT’s Replacement HPR was approved in 2004 after the Settlement Agreement. The 2016 Proposed Amendment sought to adjust the ratio of hotel to residential units. Whether ABC agreed not to oppose such changes is governed by the Settlement Agreement’s specific clauses (¶¶ 2, 6, 42-48).
  • Contract Ambiguity:
    • Unambiguous terms are construed by the court as a matter of law.
    • If a term is reasonably susceptible to more than one interpretation, the contract is ambiguous, and summary judgment is usually improper unless extrinsic evidence overwhelmingly resolves the issue (¶¶ 36-37).
  • Injunctive Relief vs. Damages:
    • Injunctions prevent ongoing or imminent breaches. The Chos pleaded injunctive relief to stop ABC from objecting in violation of the Settlement Agreement, in addition to damages. Courts must consider all pleaded remedies (¶¶ 19, 22, 38-41).

Conclusion

Cho v. Alupang Beach Club, 2025 Guam 3, delivers two central holdings with enduring effect:

  • It draws a clear doctrinal line between traditional standing and contractual entitlement, holding that a signatory alleging breach has standing; whether a specific contractual remedy lies is a merits question (¶¶ 17-23).
  • It reinforces Celotex-style summary judgment practice in Guam: movants must shoulder their initial burden on targeted claims; courts may not deem unaddressed claims “abandoned,” nor weigh credibility against the non-movant (¶¶ 30-35, 34 n.7).

Practically, the opinion requires trial courts to confront the Settlement Agreement’s text—especially paragraphs 3.1, 3.8, 3.10, and 3.12—and either interpret unambiguous terms as a matter of law or recognize ambiguities that preclude summary disposition. For litigants, it underscores the value of precise motion practice and comprehensive contract drafting when allocating future governance, regulatory opposition, and business-operations discretion in mixed-use developments.

Beyond this case, the Court’s clarification of standing and summary judgment burdens should reduce premature dismissals cloaked as jurisdictional rulings and curb tactical uses of “abandonment” to short-circuit unaddressed claims. The opinion returns the focus to the merits—where it belongs—by ensuring that contested contractual promises are interpreted and enforced through the proper procedural lens.

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