WILDE v. WESTLAND Dev. CO. INC.
| Decision Date | 13 August 2010 |
| Docket Number | 632,071,307.,29,No. 28,28 |
| Parties | Tryna Saavedra WILDE, as personal representative of the Estate of Rosalia A. Saavedra, deceased, Plaintiff-Appellant, v. WESTLAND DEVELOPMENT CO., INC., Westland DevCo, LLC, Mellon Investor Services, Inc., and Barbara Page, Defendants-Appellees. Tryna Saavedra Wilde, as personal representative of the Estate of Rosalia A. Saavedra, deceased, Plaintiff-Appellant, v. Raymond Aranda, Defendant-Appellee. Tryna Saavedra Wilde, as personal representative of the Estate of Rosalia A. Saavedra, deceased, Plaintiff-Appellant, v. Emma Jaramillo, Patrick Jose Perches, Epimenio L. Jaramillo, Emma Yolanda Jaramillo, Lorraine Morales, Dominic Carlos Perches, Jose A. Perches, Jose A. Perches as custodian of Sara Estaneslada Perches, Salvador Gregorio Jaramillo, Christina Marie Jaramillo, Rosemary Nieto, and Kimberly Ann Jaramillo, Defendants-Appellees. |
| Court | Court of Appeals of New Mexico |
OPINION TEXT STARTS HERE
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Arnold Padilla, Albuquerque, NM, for Appellant.
Modrall, Sperling, Roehl, Harris & Sisk, P.A., Douglas G. Schneebeck, Brian K. Nichols, Albuquerque, NM, for Appellees Westland Development Co., Inc., Westland DevCo, LLC, and Mellon Investor Services, Inc.
Civerolo, Gralow, Hill & Curtis, M. Clea Gutterson, Albuquerque, NM, Greenberg
Traurig, LLP, Paul R. Bessette, Jesse Z. Weiss, Austin, TX, for Appellee Page.
Claudine R. Sattler, Albuquerque, NM, for Appellee Aranda.
Gilpin & Keefe, P.C., Donald C. Gilpin, Albuquerque, NM, for Appellees Jaramillo/Perches.
{1} In this opinion we resolve three separate appeals brought by Plaintiff Tryna Saavedra Wilde, the personal representative of the estate of Rosalia Saavedra, all stemming from the dismissal of Saavedra's lawsuit alleging fraud, conversion, and breach of fiduciary duty regarding the transfer and sale of certificates representing shares of stock in Westland Development Co. (Westland). Of the parties relevant to this appeal, Saavedra sued Westland, Westland DevCo (DevCo), and Mellon Investor Services (collectively, the Entity Defendants), the heirs of Gregorio Jaramillo (the Jaramillo Defendants), Barbara Page, and Raymond Aranda for alleged wrongdoing surrounding the transfer and sale of the stock certificates. The district court granted summary judgment to all Defendants, and Plaintiff appeals. For the following reasons, we affirm the district court's dismissal of Saavedra's claims.
{2} Westland is an entity formed to manage the property interests of the heirs of the Atrisco land grant. See Lett v. Westland Dev. Co., 112 N.M. 327, 327-28, 815 P.2d 623, 623-24 (1991) (). The heirs of the Atrisco land grant were each issued shares of Westland stock based on their ownership interests in the land grant. Id. at 328, 815 P.2d at 624. These shares were represented by stock certificates that were given to each shareholder.
{3} Sometime between 1974 and 1976, three registered shareholders transferred a total of four stock certificates to Saturnino (Nino) Barboa. Gregorio Jaramillo transferred two certificates (the Jaramillo certificates) and Antonio Aranda transferred one certificate to Nino. The fourth certificate is irrelevant to this appeal. The certificates were signed over to Nino, and Nino attempted to register the certificates in his name. However, due to a problem with Nino's ability to have the certificates registered in his name because he was not an original heir of the Atrisco land grant, Aranda and Jaramillo remained the registered owners of the certificates in Westland's records.
{4} In 1984, prior to his death, Nino transferred all four of the certificates to his son, Sonny. Nino did not endorse the certificates to Sonny, and Sonny never attempted to register the shares. Instead, in 1989, Sonny gave all of the original certificates to the original plaintiff in this case, Rosalia Saavedra, as a gift. The certificates were not signed by Sonny or otherwise endorsed to Saavedra. In 1990 Sonny accompanied Saavedra to Westland's office to attempt to have the certificates registered in Saavedra's name. According to Sonny, Westland refused to register the certificates, citing a problem with the transfer from Sonny to Saavedra. According to Saavedra's first amended complaint, Barbara Page, the chief executive officer of Westland, informed Saavedra that her ownership of the certificates would be noted in Westland's records and that Saavedra should “hold on to” the certificates.
{5} In 1987, prior to the time that Sonny gave the certificates to Saavedra, Jaramillo, who was still the registered owner of the Jaramillo certificates, obtained replacement certificates for the shares he had sold to Nino. Thus, in 1990, when Saavedra and Sonny unsuccessfully attempted to have the Aranda and Jaramillo certificates registered in Saavedra's name, while Saavedra possessed the original certificates, Jaramillo possessed replacement certificates for the same shares represented by the original Jaramillo certificates. As a result of the fact that Antonio Aranda and Gregorio Jaramillo were still the registered owners of the certificates, dividends from their stock continued to be paid to their heirs. The dividends paid to these heirs between 1992 and 1997 ranged from $.50 to $1.35 per share. Saavedra never received any dividends from the certificates at issue in this case.
{6} In 1998, Raymond Aranda, a descendant of Antonio Aranda, contacted Saavedra and inquired about buying Antonio's certificate from her. Despite his inquiry, Raymond Aranda never purchased the certificate from Saavedra. Instead, in 2004, Raymond Aranda filed an affidavit with Westland stating that he was the successor of the estate of Antonio Aranda, whereupon Westland issued a new certificate in Raymond Aranda's name. Although Plaintiff alleged that Raymond Aranda had represented to Westland that he had lost his father's original certificate, Plaintiff was unable to produce evidence supporting this allegation.
{7} In 2006 Suncal Companies acquired Westland. As a result of this acquisition, the owners of Westland stock certificates were able to sell their Westland shares for approximately $315 per share. In 2007, after learning about the sudden increase in the value of the shares, Saavedra again attempted to register her certificates, but again, Westland informed her that she could not register them.
{8} Sometime after this attempt to register the certificates, Saavedra discovered that Westland had issued replacement certificates to Aranda and Jaramillo. As a result of this discovery, Saavedra filed suit against the Entity Defendants and Barbara Page. In addition, Saavedra filed suit against Raymond Aranda and his two daughters and the Jaramillo Defendants, who are heirs of Gregorio Jaramillo who had received an interest in the certificates for which Gregorio had obtained replacements.
{9} Saavedra sought damages for breach of fiduciary duty, conversion, and fraud, all stemming from Westland's issuance of the replacement certificates. Specifically, Saavedra alleged that Page, as a Westland director, had a fiduciary duty “not to allow or facilitate transfer of ownership” of the certificates and that this duty had been breached when the replacement certificates were issued. Saavedra alleged that Jaramillo's and Aranda's acts of obtaining replacement certificates constituted fraud and “improper conversion” of her property. Finally, Saavedra alleged that Page had committed fraud by representing that Saavedra's ownership of the certificates would be noted in Westland's records. A short time after filing her complaint, Saavedra died, and her estate was substituted as Plaintiff. In this opinion, we refer to Saavedra by name, while we refer to her estate, which is the party to this appeal, as “Plaintiff.”
{10} Following the filing of Saavedra's complaint, Defendants each filed separate motions for summary judgment. All Defendants argued that Saavedra's cause of action accrued when she was first informed in 1990 that Westland would not register her certificates and that her claims were therefore time-barred by the applicable statute of limitations or under the doctrine of laches. All Defendants except Aranda also argued that Saavedra's claims were barred because Westland had acted in accordance with its obligations to issue new stock certificates under Article 8 of New Mexico's Uniform Commercial Code.
{11} The district court granted all Defendants' motions for summary judgment, concluding that Saavedra's claims were time-barred and that there had been no tolling of the statute of limitations. Plaintiff separately appealed each of the court's summary judgment orders. Because all three of the appeals stem from the same complaint, we address them in one opinion.
{12} We review an order granting summary judgment de novo. Beggs v. City of Portales, 2009-NMSC-023, ¶ 10, 146 N.M. 372, 210 P.3d 798. “Summary judgment is appropriate where there are no genuine issues of material fact and the movant is entitled to judgment as a matter of law.” Tafoya v. Rael, 2008-NMSC-057, ¶ 11, 145 N.M. 4, 193 P.3d 551 (internal quotation marks and citation omitted). “We view the pleadings, affidavits, and depositions presented for and against a motion for summary judgment in a light most favorable to the nonmoving party.” Deaton v. Gutierrez, 2004-NMCA-043, ¶ 12, 135 N.M. 423, 89 P.3d 672 (filed 2003). Summary...
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