Skywalker files counterclaim complaint against BSI
Tag: Best Sunshine International, BSI, party, SGA
Skywalker Communications Group LLC filed yesterday a counterclaim complaint against Imperial Pacific International (CNMI) LLC, the Hong Kong-based mother company of Saipan casino owner Best Sunshine International, Ltd.
“Skywalker responds to the Death Star complaint with its counterclaim. We intend to shed light on this Empire Plaintiff and its Dark Knight, not on planet Endor, but in the court of law,” said attorney Robert T. Torres in his comment as counsel for Skywalker Communications.
Last month, 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 counterclaim for breach of Special Groups Agreement claim against Best Sunshine, breach of contract of the Creative Design Agreement claim against Best Sunshine, breach of the implied covenant of good faith and fair dealing claim against Best Sunshine with regard to the SGA and CDA, and tortious interference with corporation’s contract and interference with economic advantage against Best Sunshine International chief services officer Tao Xing.
Skywalker asked the court to hold Best Sunshine and Xing liable to pay the company in unspecified amount of damages, prejudgment and post-judgment interests, attorney’s fees, and court costs.
Skywalker requested the court to conduct a jury trial as to all issues in the case.
According to Torres in the counterclaim complaint, on June 29, 2015, Skywalker, through Frank Chang, and Best Sunshine, through its chief services officer, entered into SGA.
The SGA provides that if either party became dissatisfied with the other party’s services, the dissatisfied party has the option to require the other party, in writing, to improve its services.
The SGA provides, among other things, that if the dissatisfied party remains dissatisfied after the expiration of 20 days, the dissatisfied party may terminate the SGA.
Termination under any other circumstances under the SGA requires 60 days’ notice, Torres said.
On Aug. 5, 2015, Skywalker and Best Sunshine entered into CDA.
The CDA provides that if either party defaults on the contract, the party not at fault may inform the defaulting party, and the defaulting party must remedy the breach within a specified period of time.
The CDA provides that if the defaulting party fails to remedy the breach, the party not at fault may terminate the contract and claim compensation for losses.
Torres said in the event of any disagreement, the CDA requires the parties to resolve the disagreement with amicable negotiations and if a solution cannot be reached within 60 days of the dispute, the parties must submit to mediation.
Torres said that, on Jan. 30, 2016, Best Sunshine summarily and without prior notice terminated the SGA and the CDA.
Thereafter, Torres said, Skywalker’s legal counsel contacted Best Sunshine.
Torres said apparently realizing its mistake, on Feb. 2, 2016, Best Sunshine rescinded the previous blatantly improper terminations.
On Feb. 6, 2016, Best Sunshine gave Skywalker a notice to improve services with regard to the agreements.
Torres said the notice to improve services detailed areas of alleged dissatisfaction under the SGA and CDA and arbitrarily assigned Skywalker 20 days to improve services under the SGA and 30 days to improve services under the CDA.
On Feb. 17, 2016, Skywalker sent Best Sunshine its objection to notice to improve services and notice of dispute, wherein Skywalker challenged Best Sunshine’s allegation of dissatisfaction and entered its official notice that there was a dispute.
Torres said despite having been put on notice that it was in violation of the negotiation and mediation provisions of the CDA and SGA, Best Sunshine disregarded Skywalker’s notice and bullied its way forward to summarily terminate the SGA.
Torres said Best Sunshine’s action rationalized that Skywalker’s notice of dispute was evidence that Skywalker was somehow failing to adhere to the terms of the agreement regarding meeting its objectives, and utterly failing to address the good faith negotiation and mediation provisions cited by Skywalker.
On April 8, 2016, Skywalker sent Best Sunshine a notice of breach and demand for compliance wherein Skywalker informed Best Sunshine that it was in breach of the negotiation and mediation provisions that required a 60-day good faith negotiation period in the event of a dispute as to both agreements.
Torres said 19 days later, on April 25, Best Sunshine, under its own self-created terms and without regard or even mention to the elapsed 10-day period, informed Skywalker of its intent to mediate.
Torres said the notice of intent to mediate implied that both agreements had apparently been terminated and similarly refused to address the negotiation and mediation terms to which it had not only agreed, but had inserted into its own contracts of its own volition.
Torres said Skywalker thereafter informed Best Sunshine that it would take Best Sunshine’s untimely request under consideration and prompted details for settlement.
To date, the lawyer said, Best Sunshine has failed to honor its promises and to participate in good faith toward proposed settlement or mediation scheduling.
Instead, Torres said, Best Sunshine filed a lawsuit after promising to engage in mediation.
Torres said as of the January 2016 payment only covering up to December 2015, Best Sunshine has failed to make payments due to Skywalker under the agreements since that date.
“Best Sunshine’s failure to follow its own contracts and its failure to honestly engage with parties with whom its contracts is offensive and disappointing,” the lawyer said.
Torres said Best Sunshine has breached the SGA and CDA by failing to, among other things, make payments under the terms of the agreement since January 2016, which only covered work done up to December 2015.
Torres said Xing had knowledge of the CDA and SGA but was not a party to them.
Torres said although Best Sunshine’s chief services officer signed the agreements as the authorized representative, Best Sunshine was the party to the agreements.
The lawyer said Xing intentionally interfered with Skywalker’s CDA and SGA contracts with Best Sunshine, which induced or caused a breach or termination of the agreements.
Torres said Best Sunshine’s chief services officer acted intentionally in a way designed to disrupt the contractual relationship between Skywalker and Best Sunshine.
Torres said Xing was the primary instigator of the relationship break between Best Sunshine and Skywalker.
Along with the counterclaim, Skywalker also filed its answer to Imperial Pacific’s lawsuit.