Hamakua Coast Realty, Inc. v. Maulua Investments, LLC

NOT FOR PUBLICATION IN WEST'S HAWAII REPORTS OR THE PACIFIC REPORTER

Electronically Filed
Intermediate Court of Appeals
CAAP-XX-XXXXXXX
25-NOV-2025
08:01 AM
Dkt. 69 SO

NO. CAAP-XX-XXXXXXX

IN THE INTERMEDIATE COURT OF APPEALS

OF THE STATE OF HAWAI#I

HAMAKUA COAST REALTY, INC.,
Plaintiff-Counterclaim Defendant-Appellant, v.
MAULUA INVESTMENTS, LLC, STEVEN H. SHROPSHIRE,
Defendants-Counterclaimants-Appellees,
and TERESA L. PREKASKI, Defendant-Appellee.

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

SUMMARY DISPOSITION ORDER
(By: Leonard, Presiding Judge, and Wadsworth and McCullen, JJ.)

Plaintiff-Counterclaim Defendant-Appellant Hamakua
Coast Realty, Inc. (Hamakua) appeals from the "Order Denying
. . . Hamakua['s] Motion for Summary Judgment" (Order Denying
MSJ) and the "Order Denying . . . Hamakua['s] Motion for
Reconsideration of Order Denying [MSJ]" (Order Denying
Reconsideration), both entered on February 7, 2023, in the
Circuit Court of the Third Circuit (Circuit Court).1/
Defendant-Counterclaimant-Appellee Maulua Investments,
LLC (Maulua) is a member-managed Hawai#i limited liability
company that owns certain real property in Pâpa#aloa, Hawai#i (the
Property). Defendant-Counterclaimant-Appellee Steven H.
Shropshire (Shropshire) and Defendant-Appellee Teresa L. Prekaski
(Prekaski) are Maulua's sole members. Hamakua is a licensed real
estate brokerage firm.

1/
The Honorable Henry T. Nakamoto presided.
NOT FOR PUBLICATION IN WEST'S HAWAII REPORTS OR THE PACIFIC REPORTER

On April 8, 2021, Hamakua entered into an Exclusive
Right-To-Sell Listing Contract (the Listing Contract) with
Prekaski and Shropshire regarding the Property. Hamakua was
identified as the "Brokerage Firm" and Prekaski and Shropshire
were identified as the "Seller."
On June 22, 2022, Hamakua filed a complaint against
Maulua, Shropshire, and Prekaski (together, the Maulua
Defendants), asserting claims for breach of contract and unjust
enrichment arising out of the alleged breach of the Listing
Contract and the alleged valuable services rendered by Hamakua to
the Maulua Defendants. On August 8, 2022, Maulua and Shropshire
answered the complaint and asserted a counterclaim against
Hamakua.
On September 8, 2022, Hamakua filed a motion for
summary judgment (MSJ) as to all claims in the complaint and
counterclaim. Following a November 2, 2022 hearing, the Circuit
Court orally denied the MSJ. On November 4, 2022, Hamakua moved
for reconsideration, which the Circuit Court orally denied on
December 28, 2022. On February 7, 2023, the Circuit Court
entered the Order Denying MSJ and the Order Denying
Reconsideration (together, the Denial Orders).
On February 17, 2023, the parties submitted a
stipulation for an order granting leave to file an interlocutory
appeal from the Denial Orders, which the Circuit Court approved
and entered the same day. On March 9, 2023, Hamakua filed a
Notice of Appeal. On December 26, 2023, on temporary remand, the
Circuit Court entered an amended order granting leave to file an
interlocutory appeal.
On appeal, Hamakua contends that the Circuit Court
erred in concluding that disputed issues of material fact
warranted the denial of the MSJ and the motion for
reconsideration.2/

2/
"Under Hawai#i law, the denial of a summary judgment motion can be
appealed following a trial on the merits only if the appeal centers on a
question of law rather than the existence of a disputed material fact." Ching
v. Case, 145 Hawai#i 148, 169 n.36, 449 P.3d 1146, 1167 n.36 (2019) (emphasis
added) (citing Larsen v. Pacesetter Sys., Inc., 74 Haw. 1, 17-18, 837 P.2d
1273, 1282-83 (1992)). The reasoning is, at least in part, that "where
(continued...)

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NOT FOR PUBLICATION IN WEST'S HAWAII REPORTS OR THE PACIFIC REPORTER

After reviewing the record on appeal and the relevant
legal authorities, and giving due consideration to the issues
raised and the arguments advanced by the parties, we resolve
Hamakua's contentions as follows, and affirm.
Hamakua's first three points of error concern the
identity of the intended parties to the Listing Contract –
specifically, whether Maulua was the intended "Seller." In its
first point of error, Hamakua contends that the Circuit Court
erred in not concluding as a matter of law, based on parol
evidence, that Maulua was the "Seller" and that Shropshire and
Prekaski signed the Listing Contract "on behalf of" Maulua.3/ In
its second point of error, Hamakua contends that the Circuit
Court erred in concluding that "the lack of [Maulua's] express
name as seller in the Listing [Contract], despite it being
undisputed that Maulua was the sole owner of the . . .
[P]roperty, created an ambiguity" raising genuine issues of
material fact. In its third point of error, Hamakua contends
that the Circuit Court erred in concluding that "Prekaski and
. . . Shropshire's failure to designate their member/manager
positions and authority in Maulua in the Listing [Contract] . . .
created ambiguities" raising genuine issues of material fact.
The Hawai#i Supreme Court set out applicable principles
of contract interpretation in Hawaiian Ass'n of Seventh-Day
Adventists v. Wong, 130 Hawai#i 36, 305 P.3d 452 (2013). There,
the court stated, in relevant part:

"The construction and legal effect to be given a contract is
a question of law freely reviewable by an appellate court."

2/
(...continued)
summary judgment was denied because of the existence of issues of fact and the
case was subsequently decided by the jury, reversal on appeal would allow a
decision based on less evidence, to prevail over one reached on more." Bhakta
v. Cnty. of Maui, 109 Hawai#i 198, 209, 124 P.3d 943, 954 (2005) (quoting
Larsen, 74 Haw. at 18, 837 P.2d at 1283, which in turn states the reasoning in
Morgan v. American University, 534 A.2d 323, 326 (D.C. App. 1987)). Here,
although the Denial Orders are based on the court's determination that genuine
issues of material fact precluded summary judgment, there has been no trial on
the merits. In any event, our review of the Denial Orders in these
circumstances, where the Circuit Court has granted leave to file an
interlocutory appeal, will plainly aid the parties and the court, and
otherwise advance the fair and efficient administration of justice in this
case.
3/
Hamakua's first point of error has been restated for clarity.

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NOT FOR PUBLICATION IN WEST'S HAWAII REPORTS OR THE PACIFIC REPORTER

Brown v. KFC National Mgmt. Co., 82 Hawai#i 226, 239, 921
P.2d 146, 159 (1996) (citations and internal quotation marks
omitted). "The determination whether a contract is
ambiguous is likewise a question of law that is freely
reviewable on appeal." Id. (citations omitted).
. . . .

A contract is ambiguous when its terms are reasonably
susceptible to more than one meaning. Airgo v. Horizon
Cargo Transp., 66 Haw. 590, 594, 670 P.2d 1277, 1280 (1983).
As a general rule, the court will look no further than the
four corners of the contract to determine whether an
ambiguity exists. State Farm Fire & Cas. Co. v. Pac.
Rent-All, 90 Hawai#i 315, 324, 978 P.2d 753, 762 (1999)
(noting that the parties' disagreement as to the meaning of
a contract does not render it ambiguous). The parol
evidence rule "precludes the use of extrinsic evidence to
vary or contradict the terms of an unambiguous and
integrated contract." Pancakes of Hawai#i v. Pomare Props.
Corp., 85 Hawai#i 300, 310, 944 P.2d 97, 107 (App.1997)
(citation omitted). This rule, however, is subject to
exceptions that permit the court to consider extrinsic
evidence when the writing in question is ambiguous or
incomplete. Id. Where there is any doubt or controversy as
to the meaning of the language, the court is permitted to
consider parol evidence to explain the intent of the parties
and the circumstances under which the agreement was
executed. Hokama v. Relinc Corp., 57 Haw. 470, 476, 559
P.2d 279, 283 (1977).

Id. at 45-46, 305 P.3d at 461-62 (brackets omitted).
However, "when an ambiguity exists [in a contract] so
that there is some doubt as to the intent of the parties, intent
is a question for the trier of fact." Moloaa Farms LLC v. Green
Energy Team LLC, 157 Hawai#i 175, 186, 575 P.3d 808, 819 (2025)
(brackets omitted) (quoting Foundation Int'l, Inc. v. E.T. Ige
Constr., Inc., 102 Hawai#i 487, 497, 78 P.3d 23, 33 (2003)); see
also Wittig v. Allianz, A.G., 112 Hawai#i 195, 201, 145 P.3d 738,
744 (App. 2006) ("Where the terms of a contract are ambiguous,
the ambiguity raises the question of the parties' intent, which
is a question of fact that will often render summary judgment
inappropriate."). In a similar vein, the supreme court has made
clear that "where the facts pertaining to the existence or
nonexistence of an agency are conflicting or conflicting
inferences may be drawn from the evidence, those are questions of
fact for the determination of the jury[.]" State Farm Fire, 90
Hawai#i at 327, 978 P.2d at 765 (original brackets omitted)
(quoting McDonnell v. Pennington, 40 Haw. 265, 268 (1953)).
Here, the Listing Contract's terms regarding the
intended "Seller" are ambiguous. The Listing Contract identifies

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Prekaski and Shropshire as the "Seller" and does not state they
are signing as members or managers of Maulua. Indeed, although
there appears to be no dispute that Maulua owned the Property,
Maulua's name does not appear anywhere in the language of the
Listing Contract. Further, Paragraph A-2 of the Listing Contract
states:

A-2 OWNERSHIP, TITLE AND AUTHORITY: Seller warrants and
certifies that:
(a) Seller is the owner of the Property,
(b) Only those named above have title to the
Property,
(c) Seller has the authority to execute this Listing
Contract and to sell the Property, and
(d) Seller is not a party to any other listing
contract or commission agreement to sell the
Property.

As used in Paragraph A-2, "Seller" could be reasonably construed
to mean Maulua, which the parties do not dispute "is the owner of
the Property," or Prekaski and Shropshire, who are identified as
the "Seller" earlier in the Listing Contract without reference to
Maulua.
Hamakua argues that other documents submitted to the
Circuit Court show that Prekaski and Shropshire signed the
Listing Contract for Maulua. However, the Listing Contract
itself is ambiguous as to the intended "Seller." Although parol
evidence may be considered to explain the parties' intent
regarding this term, "intent is a question for the trier of
fact."4/ Moloaa Farms, 157 Hawai#i at 186, 575 P.3d at 819
(quoting Found Int'l, Inc., 102 Hawai#i at 497, 78 P.3d at 22).
Accordingly, the Circuit Court did not err in concluding that
genuine issues of material fact precluded summary judgment in
Hamakua's favor, and in denying the MSJ and the motion for
reconsideration on that basis.
In light of our disposition, we need not reach
Hamakua's remaining points of error.

4/
In this regard, Hamakua's reliance on Jardin v. Doucet, 34 Haw.
651 (Haw. Terr. 1938), is misplaced. The petitioner in Jardin appealed from a
decree following a trial, in which the circuit judge, sitting as the trier of
fact, determined the real parties to a written real estate contract based on
parol evidence. Id. at 656, 661 (concluding that parol evidence "did not vary
the terms of the written agreement but merely explained the transaction").

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For the reasons discussed above, the Order Denying MSJ
and the Order Denying Reconsideration are affirmed.

DATED: Honolulu, Hawai#i, November 25, 2025.

On the briefs:
/s/ Katherine G. Leonard
Paul J. Sulla, Jr., Presiding Judge
for Plaintiff-Counterclaim
Defendant-Appellant.
/s/ Clyde J. Wadsworth
Ronald N.W. Kim and Associate Judge
John S. Mukai
(Law Offices of Yeh and Kim),
for Defendants- /s/ Sonja M.P. McCullen
Counterclaimants-Appellees. Associate Judge

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