Title Guaranty Escrow Services, Inc. v. Mililani Town Association

NOT FOR PUBLICATION IN WEST'S HAWAIʻI REPORTS AND PACIFIC REPORTER

Electronically Filed
Intermediate Court of Appeals
CAAP-XX-XXXXXXX
17-APR-2024
08:02 AM
Dkt. 147 MO

NO. CAAP-XX-XXXXXXX

IN THE INTERMEDIATE COURT OF APPEALS

OF THE STATE OF HAWAIʻI

TITLE GUARANTY ESCROW SERVICES, INC., Plaintiff-Appellee/
Cross-Appellee v. MILILANI TOWN ASSOCIATION, Defendant/Cross-
Claim Plaintiff/Cross-Claim Defendant-Appellee/Cross-Appellant,
and SVMM INVESTMENTS LLC, Defendant/Cross-Claim Defendant/
Cross-Claim Plaintiff-Appellee/Cross-Appellee, and
ALVIN K. ISAACS, as Successor Personal Representative of the
Estate of Pauline Isaacs-Lean, Defendant/Cross-Claim Defendant-
Appellant/Cross-Appellee, and FIRST HAWAIIAN BANK,
Defendant/Cross-Claim Defendant-Appellee/Cross-Appellee, and
DOE PERSONS AND ENTITIES 1-10, Defendants.

APPEAL FROM THE CIRCUIT COURT OF THE FIRST CIRCUIT
(CIVIL NO. 15-1-1750)

MEMORANDUM OPINION
(By: Wadsworth, Presiding Judge, McCullen, J., and
Circuit Court Judge Nakamoto, in place of
Leonard, Acting Chief Judge, Hiraoka and Nakasone, JJ., recused)

Defendant/Cross-Claim Defendant-Appellant/Cross-

Appellee Alvin K. Isaacs, as Successor Personal Representative
NOT FOR PUBLICATION IN WEST'S HAWAIʻI REPORTS AND PACIFIC REPORTER

of the Estate of Pauline Isaacs-Lean (Estate) 1 and

Defendant/Cross-Claim Plaintiff/Cross-Claim Defendant-

Appellee/Cross-Appellant Mililani Town Association (Association)

appeal from the Circuit Court of the First Circuit's October 20,

2017 Final Judgment granting Defendant/Cross-Claim

Defendant/Cross-Claim Plaintiff-Appellee/Cross-Appellee SVMM

Investments LLC's (SVMM) Motion for Summary Judgment and Order

to Disburse Interpleaded Funds. 2

I. Background

Briefly, Pauline Isaacs-Lean (Isaacs-Lean), according

to Estate, was 81 years old and suffering from dementia. Based

on her failure to pay $418 in maintenance fees, Association

foreclosed on Isaacs-Lean's home (Property), which was secured

by a mortgage with First Hawaiian Bank.

Association's Public Notice of Public Sale stated the

sale was "subject to" any prior liens. In March 2015, SVMM

purchased the Property for $240,100.00 during the non-judicial

foreclosure sale, where Association and non-party Chun Mei Tong

1
On April 2, 2018, Alvin K. Isaacs was substituted as Successor
Personal Representative of the Estate of Pauline Isaacs-Lean in place of
Hilton Lui, Personal Representative.

2 The Honorable Keith K. Hiraoka presided. The Honorable Karen T.
Nakasone presided over the original interpleader action until the case was
transferred and reassigned to Judge Hiraoka on April 10, 2017.

The Honorable Edwin C. Nacino presided over Association's petition to
serve Isaacs-Lean notice of foreclosure by publication, see infra Footnote 6.
The Honorable Gary W.B. Chang presided over the land court proceeding to set
aside title, see infra Footnote 5.

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(Tong) also bid on the Property. The 2015 tax assessed value

for the property was $675,200.00.

On April 27, 2015, Association recorded its quitclaim

deed to SVMM in the land court. That same day, the land court

issued a "State of Hawaii Certificate of Title Certificate

No. 1096435" (Certificate).

Title Guaranty Escrow Services (Title Guaranty)

disbursed a portion of the sale proceeds to pay Association and

the costs of the foreclosure. However, a conflict arose as to

the disbursement of the remaining proceeds, with SVMM

instructing Title Guaranty to pay First Hawaiian Bank and

Association instructing Title Guaranty to pay Isaacs-Lean.

In September 2015, Title Guaranty filed the complaint

at issue here to determine the distribution of the surplus sale

proceeds. Title Guaranty deposited the contested funds with the

circuit court, and was dismissed from the case.

Isaacs-Lean passed away in July 2016.

In March 2017, SVMM moved for summary judgment,

positing that there was "no material question of fact that:

(a) [Association] conducted a lawful and valid non-judicial

foreclosure of the Property; and (b) under [Hawaiʻi Revised

Statutes (HRS)] § 667-100(b) [(2016)], the Surplus Funds must

first be allocated to satisfy and discharge the [First Hawaiian

Bank] mortgage, a valid senior lien."

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The circuit court granted summary judgment. The

circuit court ordered First Hawaiian Bank be paid from the

surplus funds to satisfy Isaacs-Lean's debt, and Estate be paid

the balance. 3

II. Discussion

On appeal, Estate and Association raise numerous

points of error challenging the circuit court's granting of

SVMM's motion for summary judgment and the distribution of the

sale proceeds. 4 In its answering briefs, SVMM, among other

3 First Hawaiian Bank released any claims on the Property after the
circuit court ordered the funds distributed, and filed no briefs in this
appeal.

4 Estate contends the circuit court erred in granting SVMM's motion for
summary judgment where:

(1) Association did not personally serve Isaacs-Lean with notice of
default and intention to foreclose;

(2) notice was served by publication;

(3) the non-judicial foreclosure sale price was inadequate because the
sale price was below the tax assessed value of the home;

(4) the circuit court should have continued the hearing on SVMM's
motion for summary judgment until after the land court ruled on a
request to set aside the Certificate in favor of SVMM and to
restore title to Isaacs-Lean's Estate;

(5) Isaacs-Lean's Estate should have been permitted to challenge the
non-judicial foreclosure despite the Certificate because she was
not given notice of the Certificate; and

(6) First Hawaiian Bank as the senior mortgagee should not have been
paid from the sale proceeds where the Public Notice of Public Sale
provided that the sale was "subject to" all prior liens and
encumbrances.

(continued . . .)

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things, challenges this court's jurisdiction, asserting

Association lacks standing and the statutory construction

question raised is moot. SVMM also raises preclusion and the

issuance of the Certificate as defenses.

We have jurisdiction over this case, and hold that the

circuit court erred in granting SVMM's motion for summary

judgment.

A. Subject Matter Jurisdiction

We first address SVMM's challenge to this court's

jurisdiction based on standing and mootness. In its answer to

Association's opening brief, SVMM argues Association is not an

aggrieved party and, thus, lacks standing to appeal.

Generally, the requirements of standing to appeal are:
(1) the person must first have been a party to the action;
(2) the person seeking modification of the order or
judgment must have had standing to oppose it in the trial
court; and (3) such person must be aggrieved by the ruling,
i.e., the person must be one who is affected or prejudiced
by the appealable order.

(. . . continued)

Association raises five points of error, all concerning the
distribution of the sale proceeds, which it argues should not have been used
to pay First Hawaiian Bank's lien against the Property. Association contends
the circuit court erred in:

(1) disregarding the "subject to" language;

(2) discounting the distribution of sale proceeds;

(3) interpreting HRS § 667-100;

(4) disparate treatment of the distribution of sale proceeds, citing to
HRS §§ 667-100, -3, and -31; and

(5) failing to treat the distribution of funds equitably.

Association's points of error are addressed collectively below at section
II(C).

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Kahala Royal Corp. v. Goodsill Anderson Quinn & Stifel, 113

Hawaiʻi 251, 275-76, 151 P.3d 732, 756-57 (2007) (emphasis

omitted and added) (quoting Kepoʻo v. Watson, 87 Hawaiʻi 91, 95,

952 P.2d 379, 383 (1998)).

SVMM is correct that Association recovered its

delinquent assessments, fees, and costs in full by the proceeds

of the sale. But, Association would be affected by the

construction of HRS § 667-100, which governs its duties after a

non-judicial sale. In any event, standing "is not an issue of

subject matter jurisdiction[.]" Tax Found. of Hawaiʻi v. State,

144 Hawaiʻi 175, 188, 439 P.3d 127, 140 (2019).

SVMM also contends the "question of statutory

construction raised in the Cross-Appeal is moot." SVMM argues

the warranty deed, which transferred the Property from SVMM to

non-party Henry Hoang, renders Association's appeal moot.

However, like standing, "mootness is a prudential consideration

and not an issue of subject matter jurisdiction[.]" State v.

Hewitt, 153 Hawai‘i 33, 41, 526 P.3d 558, 566 (2023).

Although the return of title and possession would not

be possible if the property at issue was resold to an innocent

third party purchaser for value, this court is not excused from

addressing the merits of the case in light of the circuit

court's equitable powers to fashion other appropriate remedies.

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See Santiago v. Tanaka, 137 Hawaiʻi 137, 154 n.33, 366 P.3d 612,

629 n.33 (2016) (explaining "money damages . . . may be

substituted for title and possession in certain instances

pursuant to the equitable powers of a court in adjudicating a

case arising from a mortgage foreclosure[.]").

Thus, contrary to SVMM's arguments, this court has

jurisdiction over Association's appeal.

B. Summary Judgment

Next, Estate challenges the circuit court's granting

of SVMM's motion for summary judgment based on improper notice

(first, second, and fifth points of error), inadequate price

(third point of error), and failure to grant a continuance

(fourth point of error).

As the movant for summary judgment, SVMM bore the

burden of demonstrating there was no genuine issue of material

fact. See generally, French v. Hawaii Pizza Hut, Inc., 105

Hawaiʻi 462, 470, 99 P.3d 1046, 1054 (2004). SVMM relied on the

Certificate being conclusive, the judgment for possession being

preclusive, and Association's Affidavit of Foreclosure Under

Power of Sale (Foreclosure Affidavit) being prima facie evidence

that the non-judicial foreclosure was lawfully conducted.

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"We review a circuit court's grant or denial of

summary judgment de novo under the same standard applied by the

circuit court." Hawaii Cmty. Fed. Credit Union v. Keka, 94

Hawaiʻi 213, 221, 11 P.3d 1, 9 (2000) (cleaned up).

1. Certificate

In its fifth point of error, Estate disputes the

circuit court's determination that the Certificate was

conclusive and unimpeachable evidence as to the validity of the

foreclosure sale because Isaacs-Lean was not notified of the

Certificate. In its answering brief, SVMM counters, "On

April 27, 2015, the [Assistant Registrar of the] Land Court [of

the State of Hawaiʻi] . . . issued Transfer Certificate of Title

('TCT') No. 1,096,435 to SVMM as the Property's new registered

owner," and cites "Dkt. #23 at 323-324." (Emphasis omitted.)

A land court certificate of title is "conclusive and

unimpeachable" evidence of title upon entry of the certificate

of title. See HRS §§ 501-88, -118 (2006) ("After a new

certificate of title has been entered, no judgment recovered on

the mortgage note for any balance due thereon shall operate to

open the foreclosure or affect the title to registered land.");

Aames Funding Corp. v. Mores, 107 Hawaiʻi 95, 102-03, 110 P.3d

1042, 1049-50 (2005) (holding that a mortgagor's right to affect

the title on registered land "must be raised 'prior to the entry

of a new certificate of title.'") (quoting HRS § 501-118). "HRS

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§ 501-118 specifies 'entry of a new certificate of title' as the

determinative point when foreclosure proceedings may no longer

be impeached," not filing of a quitclaim deed or issuance of a

certificate number. Wells Fargo Bank, N.A. v. Omiya, 142 Hawaiʻi

439, 449, 420 P.3d 370, 380 (2018).

The document to which SVMM refers does not expressly

indicate "entry" into the land court registry and, thus, is not

unimpeachable evidence of title. See Omiya, 142 Hawaiʻi at 455,

420 P.3d at 386 ("[A]ssignment of a new TCT number does not

demonstrate that a new certificate of title has been duly

prepared and entered."). To the extent it relied on the

April 27, 2015 Certificate, the circuit court erred because SVMM

failed to show there was no genuine issue as to whether a new

certificate was "entered." 5

2. Judgment for Summary Possession

On May 27, 2015, SVMM filed a complaint for summary

possession in the District Court of the First Circuit, attaching

the April 27, 2015 Quitclaim Deed. On June 24, 2015, the

5 We take judicial notice of the document list and minutes in Hilton
Lui, PR v. SVMM Invs. LLC, et als., Case No. 1LD171002274, where Estate
petitioned to set aside Certificate No. 1096435, and the land court denied
SVMM's motion to dismiss "based upon genuine issues of material fact
regarding the issuance of the TCT." (Formatting altered.) See Hawaiʻi Rules
of Evidence (HRE) Rule 201; State v. Akana, 68 Haw. 164, 165-66, 706 P.2d
1300, 1302 (1985) (discussing judicial notice of court's own records in
related proceedings).

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district court entered default against Isaacs-Lean, entered a

judgment for possession, and issued a writ of possession. 6

The circuit court concluded "Isaacs-Lean's failure to

challenge SVMM's district court summary possession complaint or

to appeal SVMM's judgment for possession precludes [Estate] from

challenging title to the foreclosed property." (Emphasis

added.)

In its answering brief, SVMM argues Estate failed to

challenge in its opening brief the circuit court's conclusion

that SVMM's judgment for possession precluded Estate from

challenging its title and, thus, Estate waived any such

challenge.

But, we construe the Estate's challenge to the

validity of the foreclosure sale as a challenge to more than

SVMM's title. In view of the applicable case law, Estate

appears to seek relief from a wrongful foreclosure and the

related distribution of sale proceeds, based in part on the

contention that the sale price was inadequate. See, e.g., In re

Manuel, 152 Hawai‘i 290, 302, 526 P.3d 267, 279 (2023) ("A

complaint, filed after the entry of a new TCT and seeking the

second remedy (money damages against a wrongfully foreclosing

6 We also take judicial notice of the court minutes in SVMM Invs. LLC
v. Wallace K. Lean et al., Case No. 1RC151004411. See HRE Rule 201; Akana, 68
Haw. at 165-66, 706 P.2d at 1302.

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mortgagee), does not 'directly impeach' foreclosure proceedings

because it does not challenge the matters contained within the

new TCT (i.e., the identification of the owner of the

property.)").

A challenge to the validity of a foreclosure sale is

not limited to affecting title to the property, as the Hawai‘i

Supreme Court has made clear. See Santiago, 137 Hawai‘i at 158,

366 P.3d at 633 (fashioning equitable relief where resale to a

third party rendered voiding the foreclosure sale

impracticable). Where title cannot be restored, the circuit

court may provide other appropriate equitable relief. See

generally, id.

Moreover, in light of the particular circumstances of

this case, we do not view Estate's challenge to the validity of

Association's non-judicial foreclosure sale as a claim that had

to be raised in the summary possession action, particularly

where the foreclosing party (i.e., Association) was not a party

to that action.

Thus, contrary to SVMM's argument, Estate did not

waive its challenge to the validity of the foreclosure sale and

the related distribution of sale proceeds.

3. Association's Non-judicial Foreclosure Sale

In its third point of error, Estate contends "the

Circuit Court erred in granting . . . SVMM's motion for summary

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judgment, because the price obtained at the non-judicial

foreclosure sale . . . was inadequate." Estate also argues the

circuit court "did not make the sale 'subject to' the prior

lien" as stated in the terms and conditions of the sale. Estate

concludes "[t]hese facts alone create genuine issues of material

fact[.]"

In Kondaur, the Hawaiʻi Supreme Court reemphasized the

protections outlined in Ulrich that safeguard fairness in non-

judicial foreclosure sales. Kondaur Cap. Corp. v. Matsuyoshi,

136 Hawaiʻi 227, 240, 361 P.3d 454, 467 (2015); Ulrich v. Sec.

Inv. Co., 35 Haw. 158, 168 (Haw. Terr. 1939). Non-judicial

foreclosure sales in Hawaiʻi must be conducted "in a manner that

is fair, reasonably diligent, and in good faith, and . . .

demonstrate that an adequate price was procured for the

property." Kondaur, 136 Hawaiʻi at 240, 361 P.3d at 467.

Even if we assume arguendo that SVMM met its initial

burden for summary judgment, the burden would shift to Estate to

show there was a genuine issue of material fact. 7 See French,

7 We note that a bona fide purchaser for value would not "bear the
burden of demonstrating that the nonjudicial foreclosure sale was conducted
in a manner that was 'fair, reasonably diligent, and in good faith and that
an adequate price was procured for the property.'" See Blue Mountain Homes,
LLC v. Page, 153 Hawaiʻi 123, 526 P.3d 648, No. CAAP-XX-XXXXXXX, 2023 WL
2607544 at *5 n.7 (App. Mar. 23, 2023) (SDO) (citation omitted).

But, for summary judgment, the movant bears the initial burden of
demonstrating the absence of a genuine issue of material fact. See Kondaur,
136 Hawaiʻi at 240, 361 P.3d at 467 ("This burden may be discharged by
demonstrating that if the case went to trial, there would be no competent
evidence to support a judgment for his or her opponent") (cleaned up).

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105 Hawaiʻi at 470, 99 P.3d at 1054 ("Only when the moving party

satisfies its initial burden of production does the burden shift

to the non-moving party to respond to the motion for summary

judgment") (quoting GECC Fin. Corp. v. Jaffarian, 79 Hawaiʻi 516,

521, 904 P.2d 530, 535 (App. 1995)) (emphasis omitted).

Estate argues that there was a genuine issue as to

whether the foreclosure sale was conducted in a manner to

procure an adequate price, relying on Kondaur's fairness

obligations. 136 Hawaiʻi at 240, 361 P.3d at 467. Estate

explained there was a loss in equity when considering the

difference between the Property's 2015 tax assessed value of

$675,200.00 and the non-judicial foreclosure sale price of

$240,100.00. Estate points to the Public Notice of Public Sale,

which stated that the sale was "subject to" any prior liens.

Finally, Association provided Tong's affidavit, which stated

Tong stopped bidding at $240,000.00 "because, based on the terms

of sale and my understanding of foreclosure process, . . . I

would have to pay the remaining balance on the mortgage."

When this evidence is taken together, Estate met its

burden of showing a genuine issue existed as to whether

Association's non-judicial foreclosure sale was conducted fairly

in a manner procuring an adequate price. See generally, French,

105 Hawaiʻi at 470, 99 P.3d at 1054. Although HRS § 667-100

requires Association to distribute proceeds to "[a]ll other

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liens and encumbrances in the order of priority as a matter of

law," its Public Notice of Public Sale stated that the sale was

"subject to" any prior liens. See Hungate v. Law Off. of

David B. Rosen, 139 Hawaiʻi 394, 409, 391 P.3d 1, 16 (2017)

("While final bids on foreclosed property need not equate to

fair market values, the mortgagee nonetheless has a duty to use

fair and reasonable means to conduct the foreclosure sale in a

manner that is conducive to obtaining the best price under the

circumstances."), abrogated on other grounds by State ex rel.

Shikada v. Bristol-Myers Squibb Co., 152 Hawaiʻi 418, 526 P.3d

395 (2023).

Based on that notice, Tong stopped bidding at

$240,000.00 as Tong understood the First Hawaiian Bank debt

would be owed in addition to the final bid. The final bid was

$240,100.00, far below the tax assessed value of $675,200.00.

See Omiya, 142 Hawaiʻi at 457, 420 P.3d at 388 (holding the

difference between a tax assessed value of $281,100.00 and

foreclosure sales price of $15,000.00 created a "genuine issue

of material fact as to whether the [foreclosing entity] used

reasonable means to obtain the best price for the Property.").

And Association's Foreclosure Affidavit makes no averments

discussing the adequacy of this sale price.

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SVMM counters fairness was demonstrated through

satisfaction of the statute and an auction price of $240,100.00,

more than enough to cover Association's lien and the debt owed

to First Hawaiian Bank. This, however, does not establish that

there was no genuine issue as to whether the foreclosure sale

was conducted in a manner "conducive to obtaining the best price

under the circumstances," entitling SVMM to judgment as a matter

of law. See Hungate, 139 Hawaiʻi at 409, 391 P.3d at 15.

Based on the evidence presented, the circuit court

erred in granting SVMM's motion for summary judgment because the

evidence showed there were genuine issues as to whether the

foreclosure sale was conducted in a manner that was fair and

whether the sale was conducted in a manner conducive to

obtaining the best price.

4. Notice and Continuance

In Estate's first, second, and fourth points of error,

it challenges the service of the default notice and the circuit

court's decision to not continue the hearing on SVMM's motion

for summary judgment. Based on our review of the record, there

was no error as to service of the default notice, and the

circuit court did not abuse its discretion in denying the

request to continue the hearing.

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C. Construction of HRS § 667-100

Finally, all of Association's points of error, and

Estate's sixth point of error, challenge the circuit court's

construction of HRS § 667-100 and the distribution of the

foreclosure sale proceeds.

HRS § 667-100 provides as follows:

(a) After the purchaser completes the purchase by paying
the full purchase price and the costs for the purchase,
the unit shall be conveyed to the purchaser by a
conveyance document. The conveyance document shall be
in a recordable form and shall be signed by the
association in the association's name. The unit owner
shall not be required to sign the conveyance document.

(b) From the sale proceeds, after paying in the following
order:

(1) The association's attorney's fees and costs;
(2) The fees and costs of the power of sale foreclosure;
(3) The moneys owed to the association; and
(4) All other liens and encumbrances in the order of
priority as a matter of law,

the balance of the sale proceeds shall be distributed by
the association to junior creditors having valid liens
on the unit in the order of their priority and not pro
rata. Any remaining surplus after payment in full of
all valid lien creditors shall be distributed to the
unit owner.

(c) Lien creditors prior to the association shall not be
forced to their right of recovery. However, the
association and any prior lien creditor may agree in
writing that the proceeds from the sale will be
distributed by the association to the prior lien
creditor towards the payment of moneys owed to the prior
lien creditor before any moneys are paid to the
association.

(Emphases added and formatting altered.) We review the circuit

court's construction of a statute de novo under the right/wrong

standard. Castro v. Melchor, 142 Hawaiʻi 1, 11, 414 P.3d 53, 63

(2018).

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Simply put, subsection (b) of HRS § 667-100

unambiguously provides that the sale proceeds must be

distributed in the following order:

(1) association's attorney's fees and costs;

(2) fees and costs of the power of sale foreclosure;

(3) money owed to the association;

(4) all other liens and encumbrances in order of priority;

(5) junior creditors having valid liens in order of

priority; and

(6) unit owner.

If the non-judicial foreclosure of the Property is

determined to be valid on remand (see infra), then based on the

record in this case, First Hawaiian Bank fell under subsection

(b)(4), "all other liens and encumbrances in order of priority."

(Emphasis added.) As First Hawaiian Bank was not a junior

creditor in this case, it did not fall under "junior creditors

having valid liens," and it did not fall under any of the other

categories because it was not the association or unit owner.

Moreover, nothing in subsection (c) permits

Association, on its own accord, to deviate from distributing

sale proceeds in the order set forth in subsection (b). And

Association does not provide this court with a statute or rule

that expressly exempts the sale proceeds from being distributed

as set forth in HRS § 667-100.

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Thus, the circuit court did not err in construing HRS

§ 667-100 as requiring distribution of the sale proceeds to

First Hawaiian Bank before Estate, if the non-judicial

foreclosure was valid.

A mortgage foreclosure is an equitable proceeding

governed by the rules of equity. Santiago, 137 Hawai‘i at 157,

366 P.3d at 632. And a valid non-judicial foreclosure is a

necessary precondition to the disbursement of sale proceeds

under HRS § 667-100. Where a non-judicial foreclosure has been

conducted unlawfully, it would be inequitable to distribute

improperly obtained sale proceeds under HRS § 667-100.

III. Conclusion

For the foregoing reasons, we vacate the circuit

court's October 20, 2017 Final Judgment granting SVMM's Motion

for Summary Judgment and Order to Disburse Interpleaded Funds,

and remand this case for further proceedings consistent with

this memorandum opinion.

DATED: Honolulu, Hawai‘i, April 17, 2024.

On the briefs: /s/ Clyde J. Wadsworth
Presiding Judge
Gary Y. Okuda,
for Defendant/Cross-Claim /s/ Sonja M.P. McCullen
Defendant-Appellant/Cross- Associate Judge
Appellee Alvin K. Isaacs, as
Successor Personal /s/ Henry T. Nakamoto
Representative of the Estate Circuit Court Judge
of Pauline Isaacs-Lean.

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Russell H. Ando,
Tiffany N. Dare,
for Defendant/Cross-Claim
Plaintiff/Cross-Claim
Defendant-Appellee/Cross-
Appellant Mililani Town
Association.

John Francis Perkin,
Van-Alan H. Shima,
Raymond C. Cho,
for Defendant/Cross-Claim
Defendant/Cross-Claim
Plaintiff-Appellee/Cross-
Appellee SVMM Investments
LLC.

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