First, St. Paul maintains that the Commonwealth's long-arm statute, by its own terms, fails to reach St. Paul. Second, St. Paul argues that even if the Commonwealth's long-arm statue were sufficient to grant personal jurisdiction, an exercise of jurisdiction in this case is precluded by a lack of contacts with the Commonwealth. St. Paul's argument highlights the two main facets necessary for a finding of personal jurisdiction over out of state parties. As this Court has noted, personal jurisdiction over a party outside a forum's borders is governed by the forum's long-arm statute, which is in turn bounded by due process considerations. Bank of Saipan v. Superior Court (Attorney's Liability Society, Inc.), 2001 MP 5 P34, 6 N. Mar. I. 242. The CNMI long-arm statute reaches as far as the federal law allows, 7 CMC § 1102(e) (The "[CNMI] legislature intends that jurisdiction under [this forum's long-arm statute] be coextensive with the minimum standards of due process as determined in the United States federal courts"), so the discussion here will focus mainly on the requirements of due process. Before addressing St. Paul's contacts with the Commonwealth, however, it should be noted that at the time Lujan initiated his action against St. Paul, the CNMI's direct action statute specifically provided for such claims:
Moreover, the petitioner "bears the burden of demonstrating that it lacks other adequate means for obtaining relief, and that it will be irreparably damaged or prejudiced on appeal." Bank of Saipan v. Superior Court, 2001 MP 5 ¶ 11, 6 N. Mar. I. 242 (citations omitted). Cushnie has not met this burden.
We will find the Clerk's action to be clearly erroneous when we are "firmly convinced" that he erred as a matter of law. In re Cushnie, 2012 MP 3 ¶ 12 (quoting Bank of Saipan v. Superior Court, 2001 MP 5 ¶ 13, 6 N. Mar. I. 242). We are not firmly convinced that the Clerk erred.
As to the first and second Tenorio factors, the Commonwealth "bears the burden of demonstrating that it lacks other adequate means for obtaining relief, and that it will be irreparably damaged or prejudiced on appeal." Bank of Saipan v. Superior Ct., 2001 MP 5 ¶ 11, 6 N. Mar. I. 242 (citing Mafnas v. Superior Ct., 1 NMI 74, 79 (1990)); see Tudela v. Superior Ct., 2010 MP 6 ¶ 9 (evaluating first and second Tenorio factors together). Under the facts of this case, there are no other adequate means of redress available.
Public policy may arise from the constitution, statutes, rules, or regulations as well as "the need to protect some aspect of the public welfare." Bank of Saipan v. Superior Court, 2001 MP 5 ¶ 20, 6 N. Mar. I. 242 (citations omitted). Contract provisions contravening that public policy are unenforceable if either the policy declares the term unenforceable or the public's interest in not enforcing the term outweighs the parties' interest in enforcement.
Resp. Br. at 34 (quoting Bank of Saipan v. Superior Court, 2001 MP 5 ¶ 32, 6 N. Mar. I. 242). We agree with Roman. The trial court correctly concluded that, since Roman did not own the Disputed ROWs when he signed the Ground Lease Amendment, "Roman had no authority to negotiate or alter Lim's lease."
In re Estate of Roberto, 2010 MP 7 ¶¶ 61-62; Pangelinan v. N. Mariana Islands Ret. Fund, 2009 MP 12 ¶ 22; Commonwealth Ports Auth. v. Tinian Shipping Co., 2008 MP 2 ¶ 5; Commonwealth Ports Auth. v. Tinian Shipping Co., 2007 MP 22 ¶ P16, 7 N. Mar. I. 496; Tan v. Younis Art Studio, Inc., 2007 MP 11 ¶ 14 ; Aplus Co. v. Niizeki Int'l Saipan Co., 2006 MP 13 ¶ 12; Sullivan v. Tarope, 2006 MP 11 ¶ 38; Century Ins. Co., Ltd. v. TAC Int'l Constructors, Inc., 2006 MP 10 ¶ 22; Manglona v. Commonwealth, 2005 MP 15, ¶¶ 19-20; PAC United Corp. v. Guam Concrete Builders, 2002 MP 15 ¶ 15, 6 N. Mar. I. 446; Furuoka v. Dai-Ichi Hotel (Saipan), Inc., 2002 MP 5 ¶ 32 & n.16, 6 N. Mar. I. 374; Isla Fin. Servs. v. Sablan, 2001 MP 21 ¶ 12, 6 N. Mar. I. 338; Bank of Saipan v. Superior Court, 2001 MP 5 ¶ 27, 6 N. Mar. I. 242; Estate of Guerrero v. Quitugua, 2000 MP 1 ¶ 16, 6 N. Mar. I. 67; Jasper v. Quitugua, 1999 MP 4 ¶ 8, 5 N. Mar. I. 220; Charfauros v. Bd. of Elections, 1998 MP 16 ¶ 61, 5 N. Mar. I. 188; Sablan Enters. v. New Century, Inc., 1997 MP 32 ¶ 7, 5 N. Mar. I. 144; Mitchell v. Estate of Hillblom, 1997 MP 30 ¶¶ 9-10, 5 N. Mar. I. 136; In re Estate of Hillblom, 1996 MP 21 ¶ 10, 5 N. Mar. I. 39; Camacho v. L & T Int'l Corp., 4 NMI 323, 328 fn.12 (1996); Castro v. Hotel Nikko Saipan, Inc., 4 NMI 268, 272 n.5 (1995); Diamond Hotel Co. v. Matsunaga, 4 NMI 213, 222 n.8 (1995) (Atalig, J., concurring); Bolalin v. Guam Publ'ns., Inc., 4 NMI 176, 182 (1994); Jung Keon Yoo v. Quitugua, 4 NMI 120, 122-23 (1994); Pangelinan v. Itaman, 4 NMI 114, 118 (1994); Lucky Dev. Co. v. Tokai, 3 NMI 79, 93 & n.6 (1992); Rogolofoi v. Guerrero, 2 NMI 468, 476 n.3 (1992); Reyes v. Ebetuer, 2 NMI 418, 429 & n.5 (1992); Aldan-Pierce v. Mafnas, 2 NMI 122, 146-47 n.27 (1991); Repeki v. MAC Homes (Saipan) Co., 2 NMI 33, 46-47