Leary v. Robert's Hawaii, Inc

── Leary v. Robert's Hawaii, Inc ── Court: Hawaii Intermediate Court of Appeals Date: April 28, 2026 Category: General FOR PUBLICATION IN WEST'S HAWAI#I REPORTS AND PACIFIC REPORTER Electronically Filed Intermediate Court of Appeals CAAP-XX-XXXXXXX 28-APR-2026 08:31 AM Dkt. 51 OP IN THE INTERMEDIATE COURT OF APPEALS OF THE STATE OF HAWAI#I ---o0o--- GENE ARTHUR LEARY, JR., IN HIS CAPACITY AS TRUSTEE OF THE EDWARD J. SAX FAMILY PROTECTION TRUST DATED NOVEMBER 20, 2018, Claimant-Appellee, v. ROBERT'S HAWAII, INC., Respondent-Appellant NO. CAAP-XX-XXXXXXX APPEAL FROM THE CIRCUIT COURT OF THE FIRST CIRCUIT (CASE NO. 1CSP-XX-XXXXXXX) APRIL 28, 2026 NAKASONE, CHIEF JUDGE, HIRAOKA AND GUIDRY, JJ. OPINION OF THE COURT BY HIRAOKA, J. Gene Arthur Leary, Jr., Trustee of The Edward J. Sax Family Protection Trust, filed a special proceeding to compel Robert's Hawaii, Inc. to arbitrate a dispute over the price Robert's Hawaii had to pay to buy Trust's interest in Teuila Hawaii LLC. The Circuit Court of the First Circuit granted Trust's motion to compel arbitration.1 Robert's Hawaii appeals. 1 The Honorable Karin L. Holma presided.  FOR PUBLICATION IN WEST'S HAWAI#I REPORTS AND PACIFIC REPORTER It contends the arbitration provision in the contract that created Trust's option to sell was ambiguous and unenforceable. We hold that the arbitration provision, contained in a contract jointly drafted by parties of equal sophistication and bargaining power, was not ambiguous, and was enforceable. We affirm the Final Judgment entered on May 24, 2024. We also affirm the August 29, 2024 Order Granting in Part Claimant's Motion for Fees and Costs. I. BACKGROUND Teuila Hawaii Inc. owned and operated Chief's Luau, a lû#au show in Kapolei, O#ahu. Trust owned half of the corporation's stock. Robert's Hawaii agreed to buy some of Trust's interest if the corporation was first converted to a limited liability company. They signed the Membership Interest Purchase Agreement. The Purchase Agreement's effective date was December 26, 2019. Teuila Hawaii Inc. was converted to a limited liability company on January 2, 2020. LLC's Operating Agreement had an effective date of January 7, 2020.2 The Purchase Agreement gave Trust the option to sell, and obligated Robert's Hawaii to buy, Trust's remaining interest in what would become LLC, and included a formula to determine the price. The parties call it the Option. Trust exercised the Option in December 2022. The parties disagreed on the price. Trust demanded arbitration. By letter dated December 6, 2023, Robert's Hawaii declined to arbitrate. 2 A limited liability company's operating agreement serves "to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company." Hawaii Revised Statutes § 428 -103(a) (2004). 2  FOR PUBLICATION IN WEST'S HAWAI#I REPORTS AND PACIFIC REPORTER Trust sued Robert's Hawaii to compel arbitration. The Circuit Court granted Trust's motion to compel arbitration, denied Robert's Hawaii's motion to stay enforcement of its order pending disposition of this appeal, and awarded Trust attorney fees and costs. The Final Judgment was entered on May 24, 2024. This