H.E.M. Trading Corp. v. Construction Services, Inc.

MEMORANDUM **

H.E.M. Trading Corporation (“HEM”) brought this diversity action against Construction Services, Inc., Allan Cobb, and Barry McComish (collectively, “CSI”) to recover: (1) monies owed under a consignment agreement between HEM and CSI (the “Agreement”); and (2) equipment belonging to HEM that was in the possession of CSI. On CSI’s motion, the district court dismissed the action on the ground that HEM did not have a license to conduct business on Guam and was therefore barred from maintaining a lawsuit in a Guam court. We reverse and remand for further proceedings consistent with our disposition.

The Business License Law of Guam (“BLLG”), 11 GCA section 70101, et seq., requires any “person” 1 conducting “business” 2 on Guam to obtain a business license. 11 GCA §§ 70102, 70119. The purpose of this statute is twofold — (1) to “proteet[ ] the health, safety and morals of the people of Guam,” 11 GCA § 70102; and (2) “to obtain compliance and collection of gross receipts taxes,” Taijeron v. Kim, 1999 Guam 16 n. 5.

The BLLG imposes certain restrictions on persons who conduct business on Guam without a proper license. Relevant here, “[n]o person engaged in commercial…