FSM SUPREME COURT TRIAL DIVISION
Cite as Truk Trading Co. v. Shigeto Corp. 24 FSM R. 289 (Chk. 2023)
TRUK TRADING COMPANY,
Plaintiff/Counter-Defendant,
vs.
SHIGETO CORPORATION,
Defendant/Counterclaimant.
CIVIL ACTION NO. 2022-1000
ORDER ON CROSS-MOTIONS FOR SUMMARY JUDGMENT
Larry Wentworth
Associate Justice
Hearing: July 21, 2023
Decided: September 1, 2023
APPEARANCES:
For the Plaintiff:
Salomon M. Saimon, Esq.
P.O. Box 911
Kolonia, Pohnpei FM 96941
For the Defendant:
Michael J. Sipos, Esq.
P.O. Box 2069
Kolonia, Pohnpei FM 96941
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When, due to the cross-motion's large size, it could not be e-filed and had to be physically sent from counsel's Pohnpei office to the clerk's office in Chuuk, the plaintiff's cross-motion for summary judgment was filed after both the defendant's opposition to it and the plaintiff's reply to the opposition. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 292 n.1 (Chk. 2023).
Under Secretarial Order 2969, Trust Territory public lands were transferred to the respective Trust Territory districts, and thus Trust Territory public lands on Weno were transferred to the Truk District government. Secretarial Order 2969, Amendment No. 1 specifically provided that Trust Territory public lands in Chuuk were to be conveyed to the Chartered Truk District Government. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 292 (Chk. 2023).
Summary judgment is proper when, viewing the facts in the light most favorable to the party against whom judgment is sought, there is no genuine issue of material fact and the movant is entitled to judgment as a matter of law. The rule is no different when there are cross-motions for summary judgment. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 293 (Chk. 2023).
The summary judgment standard is not changed when the parties bring cross-motions for summary judgment, with each nonmovant receiving the benefit of favorable inferences. Merely because the parties have filed cross-motions for summary judgment does not mean that summary judgment must be granted for one side or the other because each cross-motion will be independently examined on its own merit. Cross motions for summary judgment may both be denied. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 293 (Chk. 2023).
When cross-motions for summary judgment are filed simultaneously or nearly so, the court will ordinarily consider the two motions at the same time, applying the same standards to each motion, but even then the court must mull each motion separately, drawing inferences against each movant in turn and keeping in mind that separate summary judgment motions from each party are not an admission that no material facts remain in dispute. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 293 (Chk. 2023).
Under the after-acquired title doctrine as it applies to leases, if a lessor purports to make a lease at a time when the lessor does not have title to the realty that is subject to that lease but then subsequently acquires legal title to the realty, such after-acquired title will inure to the lessee's benefit by means of estoppel and will be subject to the lessee's rights under the lease. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 294 (Chk. 2023).
The after-acquired title doctrine may be applied in favor of one holding the lease under an assignment from the original lessee, because an assignee of a landlord or tenant by estoppel stands in as good a position as his assignor and may sue on the lease's covenants. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 294 (Chk. 2023).
When the lessee granted the sublessee the contractual right to negotiate directly with the landowner for a lease to the property when the sublease expired, but the lessee prevented the sublessee from ever exercising that right by, without the sublessee's knowledge, acquiring the lease for itself for fourteen years beyond the sublease's expiration, the lessee materially breached the sublease. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 294 (Chk. 2023).
When a lease of over one year was not registered with the Chuuk Land Commission and inscribed on the relevant certificate of title, as required by statute, a sublessee did not even have the constructive notice of the lease, which such registration would have provided, putting the lease in the nature of a secret lien or encumbrance and therefore probably unenforceable against those who had no notice of it. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 294 (Chk. 2023).
When the court cannot yet determine, who between the parties has a superior right of possession because the plaintiff cannot use its 2014 lease against the defendant because that lease violated the defendant's earlier sublease, summary judgment on the plaintiff's trespass cause of action will be denied. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 295 (Chk. 2023).
Nuisance is a cause of action involving a substantial interference with one's use and enjoyment of one's land caused by another's intentional and unreasonable conduct, or another's unintentional negligent or reckless conduct, or another's performance of abnormally dangerous conduct. Substantial interference is an actual, material, physical discomfort, material annoyance, inconvenience, discomfort, or hurt, or significant harm, that affects the health, comfort, or property of those who live nearby. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 295 (Chk. 2023).
A private nuisance is a nontrespassory invasion of another's interest in the private use and enjoyment of land. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 295 (Chk. 2023).
Under 1 TTC 103, the rules of the common law, as expressed in the restatements of the law approved by the American Law Institute are the rules of decision in the courts in the absence of written law, and, since a statute in force in Chuuk on the Chuuk Constitution's effective date continues in effect to the extent it is consistent with the Chuuk Constitution or until it is amended or repealed, 1 TTC 103 is still effective statutory law in Chuuk. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 295 n.5 (Chk. 2023).
The distinction between trespass and nuisance is that trespass is an invasion of the plaintiff's interest in the exclusive possession of her land, while nuisance is an interference with her use and enjoyment of it. The difference is that between walking across her lawn [trespass] and establishing a bawdy house next door [nuisance]; between felling a tree across the boundary line [trespass] and keeping her awake at night with the noise of a rolling mill [nuisance]. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 295-96 (Chk. 2023).
The type of invasion protected against by nuisance differs from that protected against by trespass. Nuisance embraces interference with the use and enjoyment of the land by noise or odor or other similar matters, while trespass includes only physical invasions by persons or animals or tangible things. A nuisance is an interference with the interest in the private use and enjoyment of the land, and does not require interference with the possession of the land. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 296 (Chk. 2023).
When the plaintiff's complaint and motion indicate that it does not occupy any of the land and that its claim to the land sounds in trespass with the remedies of back rent and ejectment, the plaintiff does not state a claim for nuisance because nuisance is a nontrespassory invasion of a plaintiff's interest in the use and enjoyment of the land and the only alleged invasion of the plaintiff's interest in the land is wholly trespassory. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 296 (Chk. 2023).
When a party's summary judgment motion is denied as a matter of law and when it appears the nonmoving party is entitled to judgment as a matter of law, the court may, even in the absence of a cross-motion for summary judgment, grant summary judgment to the nonmoving party if the original movant had an adequate opportunity to show that there is a genuine issue and that the nonmoving opponent is not entitled to judgment as a matter of law. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 296 (Chk. 2023).
When the plaintiff's tortious interference with a contract (its 2014 lease) and with its prospective business advantage claims are based on the presumption that its 2014 lease is good against the defendant (and the world) and that the defendant's continued presence on the land interferes with not only the plaintiff's economic benefits under the 2014 lease but also with any (unspecified) business plans the plaintiff may have for that parcel, and when the plaintiff's 2014 lease violated the plaintiff's prior contractual obligation to allow the defendant to negotiate directly with the landowner for a post-2020 lease, the plaintiff, as a matter of law, cannot be entitled to summary judgment on these tortious interference claims. Truk Trading Co. v. Shigeto Corp., 24 FSM R. 289, 296 (Chk. 2023).
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LARRY WENTWORTH, Associate Justice:
On July 21, 2023, the court heard 1) Motion for Summary Judgment on Shigeto Corporation's Counterclaim for Declaratory Relief, filed by Shigeto Corporation on November 30, 2022; 2) Motion for Summary Judgment; Opposition to Counterclaimant's Motion for Summary Judgment, filed by Truk Trading Company on March 15, 2023;1 3) Opposition to TTC's Cross Motion for Summary Judgment, filed March 6, 2023; and 4) Reply to Opposition, filed March 7, 2023. Shigeto Corporation's motion is granted in part, and Truk Trading Company's motion is denied. The reasons follow.
This case involves land on Weno designated as Land Parcel No. 040-A-25 (also known as Nawache), which has a building on it used as a warehouse. This parcel was at one time owned by the Trust Territory of the Pacific Islands. In 1978, the Trust Territory leased the land (or renewed the land lease) to Truk Trading Company ("TTC") for 30 years, starting May 5, 1978. But
Under . . . Secretarial Order 2969 (Dec. 28, 1974) . . . the Trust Territory public lands were transferred to the respective Trust Territory districts, and thus Trust Territory public lands on Weno were transferred to the Truk District government. [And], Secretarial Order 2969, Amendment No. 1 (Dec. 20, 1978) . . . specifically provided that Trust Territory public lands in Chuuk were to be conveyed to the Chartered Truk District Government.
Chuuk v. Weno Municipality, 20 FSM R. 582, 584 (Chk. 2016). On December 16, 1996, the State of Chuuk, the successor in interest to the Chartered Truk District Government, quitclaimed Land Parcel No. 040-A-25 to Mineko S. Roby. The Chuuk Land Commission issued her a certificate of title for Land Parcel No. 040-A-25 on April 23, 1996.2
On November 12, 2009, Mineko S. Roby conveyed Land Parcel No. 040-A-25 to her daughter, Joylyn Roby Rold (to whom the Chuuk Land Commission did not issue a certificate of title for Land Parcel No. 040-A-25 until February 4, 2021). On December 28, 2009, TTC, which had been a holdover tenant since the previous lease's termination, leased Land Parcel No. 040-A-25 from Joylyn Roby Rold for eleven full years – January 1, 2010, through December 31, 2020.
With permission from Rold, the landowner, dated June 28, 2013, as required by the lease, TTC then subleased Land Parcel No. 040-A-25 to Shigeto Corporation ("Shigeto's") for seven and a half years – from July 1, 2013, to December 31, 2020. The sublease contained a provision whereby
[TTC] acknowledges that this agreement shall also act as an assignment of all [TTC]'s interest in the buildings, fixtures, structures and property at the conclusion of this lease, and that [Shigeto's] may negotiate directly with the owners of the premises for any lease of the premises after December 31, 2020, without interference from [TTC].
Sublease Agreement § 5 (July 1, 2013). It is this sublease provision that Shigeto's relies upon for its summary judgment motion for a declaratory judgment that Sublease section 5 is valid; that TTC breached that section when it, without Shigeto's knowledge, obtained a leasehold past December 31, 2020; and that Shigeto's is now Rold's new tenant on Land Parcel No. 040-A-25.
On June 14, 2014, TTC executed a new lease agreement with Rold for Land Parcel No. 040-A-25. The new lease ran from June 1, 2014 until December 31, 2034. TTC did not disclose the existence of this new lease to Shigeto's. Nor did it think it had to. TTC argues it was not any of Shigeto's business – that anyone was free to negotiate with Rold at anytime for a post-2020 lease. It is this lease that TTC relies upon for its summary judgment motion on its claims of trespass (and back rent), nuisance, interference with a formed contract, and interference with business prospects.
Since Shigeto's sublease expired, Shigeto's has tendered (or set aside funds for) $3,333.33 monthly rental checks to pay the rent to Rold for Land Parcel No. 040-A-25, as provided for in Section 2.2 of the 2014 lease between TTC and Rold, which lease Shigeto's contends it has acceded to by virtue of by virtue of the assignment clause in Section 5 of its Sublease Agreement with TTC.
Summary judgment is proper when, viewing the facts in the light most favorable to the party against whom judgment is sought, there is no genuine issue of material fact and the movant is entitled to judgment as a matter of law. E.g., Mailo v. Chuuk Health Care Plan, 20 FSM R. 18, 22 (App. 2015); Congress v. Pacific Food & Servs., Inc., 17 FSM R. 542, 545 (App. 2011); Weno v. Stinnett, 9 FSM R. 200, 206 (App. 1999); Iriarte v. Etscheit, 8 FSM R. 231, 236 (App. 1998); Nahnken of Nett v. United States, 7 FSM R. 581, 586 (App. 1996). The rule is no different when there are cross-motions for summary judgment. Fuji Enterprises v. Amor, 23 FSM R. 130, 137 (Pon. 2021).
The summary judgment standard is not changed when the parties bring cross-motions for summary judgment, with each nonmovant receiving the benefit of favorable inferences. Id. Merely because the parties have filed cross-motions for summary judgment does not mean that summary judgment must be granted for one side or the other because each cross-motion will be independently examined on its own merit Id. Cross motions for summary judgment may both be denied. Isaac v. Weilbacher, 8 FSM R. 326, 337 (Pon. 1998).
When cross-motions for summary judgment are filed simultaneously, or nearly so, the court will ordinarily consider the two motions at the same time, applying the same standards to each motion, but even then the court must mull each motion separately, drawing inferences against each movant in turn and keeping in mind that separate summary judgment motions from each party are not an admission that no material facts remain in dispute. Fuji Enterprises, 23 FSM R. at 138. TTC's summary judgment motion was filed as its opposition to the Shigeto's summary judgment motion, so the pending cross-motions for summary judgment were filed nearly simultaneously. The court will proceed on that basis.
Shigeto's moves for summary judgment on its counterclaim. It seeks a ruling that the second (2014) TTC lease violated Section 5 of its Sublease Agreement with TTC; that the 2014 lease was made in bad faith so that TTC would remain as the middleman between Shigeto's and landowner Rold even after TTC's 2009 lease expired on December 31, 2020; and that, by virtue of the Sublease Agreement § 5, Shigeto's has TTC's obligations under TTC's 2014 Lease Agreement with Rold and therefore owes her rent at the rate specified therein.
TTC contends that the assignment in Sublease Agreement Section 5 is meaningless (and therefore invalid) because, when the Sublease was executed ,TTC had no rights to assign or to transfer to Shigeto's after its then current Lease terminated on December 31, 2020, and that Rold, the landowner, had not given TTC permission to assign any rights given it to anyone else. During the hearing, the court raised the question of whether the doctrine of after acquired title could apply to Sublease § 5 since TTC later acquired rights that extended well past December 31, 2020. TTC replied that it thought not.
Under the after-acquired title doctrine as it applies to leases, if a lessor purports to make a lease at a time when the lessor does not have title to the realty that is subject to that lease but then subsequently acquires legal title to the realty, such after-acquired title will inure to the lessee's benefit by means of estoppel and will be subject to the lessee's rights under the lease. Mailo v. Chuuk, 13 FSM R. 462, 468 (Chk. 2005). The after-acquired title doctrine may be applied in favor of one holding the lease under an assignment from the original lessee, because an assignee of a landlord or tenant by estoppel stands in as good a position as his assignor and may sue on the lease's covenants. Id.
When TTC entered into the Shigeto's sublease on July 1, 2013, it assigned to Shigeto's all of TTC's interests in the buildings, fixtures, structures and property at the December 31, 2020 conclusion of the sublease – after December 31, 2020. At that time (July 1, 2013), TTC had none. But it later acquired, in 2014, leasehold rights from January 1, 2021, through December 31, 2034. Sublease § 5 assigns those rights to Shigeto's. The problem with that is that, under Rold's December 29, 2009 lease to TTC, TTC could not "sublease, assign, or transfer all or any part of its interests in the Lease Agreement" without "the express prior written approval of the Landlord." Lease Agreement § 14 (Dec. 29, 2009). And, while Rold did grant TTC permission to sublease the premises to Shigeto's, TTC was not granted permission to assign any of its rights either before or beyond 2020.3
Nevertheless, nothing in TTC's lease from Rold prevents TTC from granting Shigeto's the right "to negotiate directly" with Land Parcel No. 040-A-25's landlord (Joylyn R. Rold) "after December 31, 2020, without interference from" TTC. Sublease Agreement § 5 (July 1, 2013). Shigeto's therefore had the contractual right to negotiate directly with Rold, the Land Parcel No. 040-A-25 landowner, for a lease to that property. TTC prevented Shigeto's from ever exercising that right by, without Shigeto's knowledge, acquiring the lease for itself for fourteen years beyond December 31, 2020. Although there was no guarantee that direct negotiation with Rold would be successful, Shigeto's was deprived of its right to try.
The court concludes that TTC materially breached Section 5 of its Sublease Agreement with Shigeto's by entering into a new lease agreement with the landowner because, by acquiring a leasehold on Land Parcel No. 040-A-25 past December 31, 2020 (to December 31, 2034), TTC made it impossible for Shigeto's to exercise its Section 5 right to negotiate directly with the landowner – Rold could not offer Shigeto's anything in an negotiation even if she wanted to or even be able to negotiate, having already granted the leasehold to TTC.
Lastly, neither TTC lease was registered with the Chuuk Land Commission and inscribed on the relevant certificate of title, as required for lease over one year. See 67 TTC 117(1)(c). Shigeto's therefore did not even have the constructive notice of the 2014 lease, which such registration would provide. 67 TTC 117(1) ("prima facie evidence . . . against the world"). It was in the nature of a secret lien or encumbrance and therefore probably unenforceable against those who had no notice of it.
Accordingly, Shigeto's is granted summary judgment in part – that TTC breached a material term of its Sublease Agreement with Shigeto's by concluding the 2014 lease for the Land Parcel No. 040-A-25 leasehold, without Shigeto's knowledge or permission, thereby making Shigeto's right to negotiate directly with Rold for a post-2020 lease a nullity.4 Shigeto's is denied summary judgment on its claims to have acceded to TTC's leasehold rights under TTC's 2014 lease because Rold does not seem to have ever given TTC permission to assign those rights to anyone else and because Shigeto's has not shown why it should benefit from a lease TTC made that violated Shigeto's right to negotiate directly with Rold.
TTC moves for summary judgment that Shigeto's has been trespassing on Land Parcel No. 040-A-25 since January 1, 2021; that Shigeto's occupation of Land Parcel No. 040-A-25 constitutes a nuisance; that Shigeto's continued presence on Land Parcel No. 040-A-25 constitutes tortious interference with a contract (its lease from Rold) and its prospective business advantage. TTC further contends that Shigeto's owes TTC rent from January 1, 2021, to whenever it is finally removed from Land Parcel No. 040-A-25, at the rate of $48,000 per annum.
It is undisputed that Shigeto's has remained on Land Parcel No. 040-A-25 after December 31, 2020, and that it was not paid rent since then (although it is willing and able to do so and has tried to pay rent directly to Rold at the rate of $40,000 per annum as TTC's assignee but was rebuffed).
TTC relies on its 2014 lease, and Shigeto's lack of any lease or sublease, to assert that it has a superior right to the possession of Land Parcel No. 040-A-25. However, since the court has concluded that, as a matter of law, TTC's 2014 lease was made in violation of Shigeto's right to engage in direct negotiation with Rold after 2020, the court cannot conclude that TTC is entitled to judgment as a matter of law on its trespass claim against Shigeto's. The court cannot yet determine, who between Shigeto's and TTC, has a superior right of possession because TTC cannot use its 2014 lease against Shigeto's. Summary judgment on TTC's trespass cause of action is therefore denied.
TTC also seeks summary judgment on its nuisance cause of action. Nuisance is a cause of action involving a substantial interference with one's use and enjoyment of one's land caused by another's intentional and unreasonable conduct, or another's unintentional negligent or reckless conduct, or another's performance of abnormally dangerous conduct. Nakamura v. Mori, 16 FSM R. 262, 269 (Chk. 2009). "Substantial interference" is an actual, material, physical discomfort, material annoyance, inconvenience, discomfort, or hurt, or significant harm, that affects the health, comfort, or property of those who live nearby. Francis v. Chuuk Public Utilities Corp., 22 FSM R. 417, 422 (Chk. S. Ct. Tr. 2019). "A private nuisance is a nontrespassory invasion of another's interest in the private use and enjoyment of land." RESTATEMENT (SECOND) OF TORTS § 821D (1979).5
The distinction between trespass and nuisance is that trespass is an invasion of the plaintiff's interest in the exclusive possession of her land, while nuisance is an interference with her use and enjoyment of it. Robert v. Chuuk Public Utility Corp., 22 FSM R. 150, 156 (Chk. 2019). "The difference is that between walking across h[er] lawn [trespass] and establishing a bawdy house next door [nuisance]; between felling a tree across the boundary line [trespass] and keeping h[er] awake at night with the noise of a rolling mill [nuisance]." PROSSER AND KEETON ON THE LAW OF TORTS § 87, at 622 (W. Page Keeton et al. eds., 5th ed. 1984). "The type of invasion protected against by nuisance differs from that protected against by trespass. Nuisance embraces interference with the use and enjoyment of the land by noise or odor or other similar matters, while trespass includes only physical invasions by persons or animals or tangible things." 3 J.D. LEE, MODERN TORT LAW § 35.10, at 203 (rev. ed. 1990) (footnote omitted). "A nuisance is an interference with the interest in the private use and enjoyment of the land, and does not require interference with the possession." RESTATEMENT (SECOND) OF TORTS § 821D cmt. d (1979). Generally, the plaintiff in a nuisance suit must occupy the land in some way and the interference with the land's use and enjoyment must be from outside the land.
TTC's complaint and its motion indicate that it does not occupy any of Land Parcel No. 040-A-25. Its claim to Land Parcel No. 040-A-25 sounds in trespass with the remedies of back rent and ejectment. Nuisance is a nontrespassory invasion of a plaintiff's interest in the use and enjoyment of the land. The only alleged invasion of TTC's interest in Land Parcel No. 040-A-25 is wholly trespassory – that Shigeto's is occupying Land Parcel No. 040-A-25 to TTC's exclusion and will not agree to pay TTC rent or to vacate the premises. TTC therefore does not state a claim for nuisance.
When a party's summary judgment motion is denied as a matter of law and when it appears the nonmoving party is entitled to judgment as a matter of law, the court may, even in the absence of a cross-motion for summary judgment, grant summary judgment to the nonmoving party if the original movant had an adequate opportunity to show that there is a genuine issue and that the nonmoving opponent is not entitled to judgment as a matter of law. Berman v. Pohnpei, 22 FSM R. 377, 382 (Pon. 2019). Thus, even if the court were to assume that Shigeto's summary judgment motion did not raise TTC's nuisance claim, the court could still address it and grant Shigeto's summary judgment on that claim. Shigeto's is therefore granted summary judgment on TTC's nuisance claim.
TTC's tortious interference with a contract (its 2014 lease) and with its prospective business advantage claims are based on the presumption that its 2014 lease is good against Shigeto's (and the world) and that Shigeto's continued presence on Land Parcel No. 040-A-25 interferes with not only TTC's economic benefits under the 2014 lease but also with any (unspecified) business plans TTC may have for that parcel. As noted, TTC's 2014 lease violated TTC's prior contractual obligation to allow Shigeto's to negotiate directly with Rold for a post-2020 lease. TTC therefore cannot be entitled to summary judgment as a matter of law on these claims.
TTC's summary judgment motion is therefore denied.
Accordingly, Shigeto Corporation is granted summary judgment on its claim that Truk Trading Company's 2014 lease for Land Parcel No. 040-A-25 violated its Sublease Agreement (§ 5) with Shigeto Corporation by preventing it from negotiating directly with Joylyn Roby Rold for its own lease of that land after December 31, 2020. Summary judgment is denied on Shigeto Corporation's claim that all of Truk Trading Company's rights to Land Parcel No. 040-A-25 under Truk Trading Company's 2014 lease are now assigned to Shigeto Corporation. Summary judgment is also denied on Truk Trading Company's claims against Shigeto Corporation, but summary judgment is granted in Shigeto Corporation's favor on Truk Trading Company's nuisance cause of action.
_______________________________Footnotes:
1 The plaintiff's cross-motion for summary judgment was filed after the defendant's opposition to it and the plaintiff's reply to the opposition because, due to the cross-motion's large size, it could not be e-filed and had to be physically sent from counsel's Pohnpei office to the clerk's office in Chuuk. See FSM GCO 2014-04, R. 6(c).
2 How Mineko S. Roby obtained a certificate of title for Land Parcel No. 040-A-25 before the State of Chuuk quitclaimed that parcel to her is unexplained.
3 The 2014 lease agreement contains a duplicate provision, with the exact same wording, prohibiting subleases, assignments, and transfers without the landlord's express prior written approval.
4 TTC could have informed Shigeto's and asked its permission to negotiate a new lease with Rold in return for a modiciation of Section 5 for which some other concession would be offered. It did not.
5 "The rules of the common law, as expressed in the restatements of the law approved by the American Law Institute . . . shall be the rules of decision in the courts . . . in the absence of written law . . . ." 1 TTC 103. "A statute in force in Chuuk on the Chuuk Constitution's effective date continues in effect to the extent it is consistent with the Chuuk Constitution or until it is amended or repealed. Therefore 1 TTC 103 is still effective statutory law in Chuuk." Ruben v. Chuuk, 18 FSM R. 425, 430 n.1 (Chk. 2012) (citing Dereas v. Eas, 15 FSM R. 446, 448 (Chk. S. Ct. Tr. 2007)).
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