Skywalker opposes BSI officer’s motion to dismiss claims

Skywalker Communications Group, LLC has asserted that it has pleaded sufficient allegations to provide Best Sunshine International, Ltd. chief services officer Tao Xing notice of the nature of its claims against him.

In Skywalker’s opposition to Xing’s motion to dismiss the claims against him, Skywalker counsel Robert T. Torres said they presented facts in their answer to the lawsuit and counterclaim that Xing entered into the contracts at issue as an authorized representative of Best Sunshine.

Torres said Xing summarily and without prior notice terminated the contracts in violation of the contracts’ provisions, and then rescinded the terminations.

Imperial Pacific, through counsel Michael W. Dotts, filed a lawsuit in the Superior Court against Skywalker Communications for its alleged inability to provide satisfactory work pertaining to their two contracts, including having key staff that were not sufficient in English communication design ideas, among other issues.

Skywalker filed a counterclaim against Best Sunshine and chief services officer Xing, claiming various breaches. Skywalker asked the court to hold Best Sunshine and Xing liable to pay it an unspecified amount of damages, interests, attorney’s fees, and court costs.

Xing moved to dismiss Skywalker’s claims against him. Through counsel, Xing argue that Skywalker has not pleaded a single fact to support its claims. He argued that his claims should be dismissed because his actions with regard to the contracts were in his capacity as a corporate agent of Imperial Pacific International (CNMI) LLC, owner of Best Sunshine International, Ltd.

In Skywalker’s opposition, Torres said Xing issued a notice imposing a deadline to improve services after which Xing would summarily terminate the contracts, in violation of the negotiation and mediation provisions of the contracts.

Torres said Skywalker thereafter sent an objection to notice to improve services and notice of dispute wherein it laid out for Xing the specific negotiation and mediation provision that had been triggered by its notice of dispute and which bound Best Sunshine to comply with those provisions.

The lawyer pointed out that Xing, despite having been put on notice that the contractual provisions bound Best Sunshine to participate in negotiation and mediation, nonetheless pushed his way forward and rationalized that Skywalker’s response was somehow “blaming Best Sunshine,” completely neglected to address the binding legal provisions to which Skywalker had brought to his attention, and again terminated the contracts.

Torres said Skywalker then sent to Xing a notice of breach and demand for compliance wherein Skywalker informed Xing that Best Sunshine was in breach of the negotiation and mediation provisions of the contracts and demanded that Best Sunshine comply with the negotiation and mediation terms within a 10-day term or Skywalker would bring suit to enforce the contracts.

He said Xing waited 19 days, nine days after the 10-day term had elapsed, to inform Skywalker that he had “no alternative” but to terminate the contracts but that “in the spirit of good faith” Best Sunshine would finally consent to mediate pursuant to the contractual terms and urged Skywalker to “do the right thing.”

Torres said despite his promises to resolve the matter amicably, “short of full scale legal proceedings,” Xing failed to participate in good faith in the dispute resolution and Best Sunshine thereafter filed this lawsuit.

On the claim of tortious interference with contract, Torres said Xing is not a part to the contracts between Skywalker and Best Sunshine.

Torres said Xing intentionally and improperly interfered with both Best Sunshine’s ability to perform under the contracts by withholding payments due under the contracts, unilaterally and summarily terminating the contracts on at least two different occasions, refusing to comply with the terms of Skywalker’s and Best Sunshine’s contracts, and making insincere commitments to mediate in good faith before Best Sunshine filed suit.

As a result of Xing’s actions, Torres said, Skywalker has suffered pecuniary loss resulting from Best Sunshine’s failure to perform under the contracts, including but not limited to the missed payments due under the contracts.

On the claim of interference with economic advantage, Torres said Xing intentionally and improperly interfered with the performance of Best Sunshine and Skywalker under the contracts by withholding payments Best Sunshine had agreed to pay under the contracts, unilaterally and summarily terminating the contracts on at least two different occasions without regard to the terms to which Best Sunshine had committed itself.

Torres added that Xing refused to comply with the terms of Skywalker and Best Sunshine’s contracts, and made insincere commitments to mediate in good faith before Best Sunshine filed suit.

Torres said Xing’s actions induced or caused Best Sunshine not to perform the contracts and as a result, Skywalker has suffered pecuniary loss resulting from Best Sunshine’s failure to perform under the contracts, including but not limited to the missed payments due under the contracts.

On Xing’s argument that his actions with regard to the contracts were done in his capacity as a corporate agent of Best Sunshine, Torres said whether or not Xing’s actions were improper and/or not in Best Sunshine’s best interests is a matter to be determined at trial.