Citibank, N.A. v. Oxford Properties & Finance Limited, James S. Lee and James S. Lee & Co., (Guam), Ltd. v. Citibank, N.A.

These two related appeals involve three parties. James S. Lee is a businessman who owns controlling interests both in James S. Lee & Co. (Guam) Ltd. (“Leeco”) and in Coca-Cola Bottling Company of Guam (“Coca-Cola”). Citibank, a bank doing business in Guam, lent money to Lee, Leeco, and Coca-Cola. Oxford Properties and Finance Limited (“Oxford”) was also a creditor of Lee’s.

This controversy began on April 14, 1976, when Lee filed a complaint against Citibank. Lee sought rescission of what are known as the “Tokyo agreements.” Citibank relied on these agreements to hold Lee as a personal guarantor of both Leeco and Coca-Cola. In addition to asking for rescission, Lee claimed that Citibank had improperly applied his funds to Coca-Cola’s debt rather than to Leeco’s on several occasions, since the document which Citibank relied upon to authorize the application, properly interpreted, had no such effect. Citibank disputed these claims and also counterclaimed for acceleration of the entire amount of the debt, which was then past due. Citing the Tokyo agreements, Citibank also sought foreclosure of real property belonging to Lee. The superior court of Guam found for Citibank on all…