A second lawsuit has struck embattled landowner Maui Land & Pineapple.
Maui Land & Pineapple has been embroiled in a legal battle with a group of area owners associations and TY Management Corp., the owner of the nearby Kapalua Golf Courses, over a water management dispute since August.
The associations sued MLP in August, accusing MLP of failing to properly manage the resources of the Honokōhau ditch system, leading to worsening water supplies during ongoing drought conditions and, ultimately, the cancellation of the PGA Tour’s annual Sentry Tournament, which was to be held at the Kapalua Plantation Golf Course in January.
MLP fired back this week, filing a countersuit accusing TY Management of overusing water from the ditch system to irrigate the golf courses, breaching TY’s contract with MLP and violating the State Water Code.
On Thursday, a TY Management and the Plantation Estates Lot Owners’ Association — or PELOA, one of the plaintiffs in the August lawsuit — filed a second suit against MLP, this time accusing MLP of "sneakily" annexing land in order to seize power within the Kapalua Resort Association.
TY Management, PELOA and MLP are all members of the Kapalua Resort Association and have voting power within the Association proportional to the total acreage that they own within the Kapalua Resort area. According to the lawsuit, TY Management, through its ownership of the two Kapalua Golf Courses, had approximately 40% voting power by the end of 2023, while MLP had about 33%.
However, in 2024, the lawsuit alleges that MLP and its CEO, Race Randle, conspired to increase MLP’s voting power by covertly adding about 1,936 acres of non-resort land owned by MLP into the Resort Association.
These annexations, if legitimate, would be a major upheaval for the Resort Association, more than quintupling MLP’s holdings and spiking MLP’s voting power to 73%, a supermajority allowing MLP “unchecked power,” the lawsuit claims, including the authority to appoint and remove Resort Association board members.
The lawsuit alleges that Randle — a Resort Association board member both at the time and currently — submitted documents executing the annexations with the Hawai‘i Bureau of Conveyances in Dec. 2024 and Jan. 2025. However, the broader KRA membership was not informed of those annexations for months.
When general membership did learn of the changes, board members questioned MLP as to whether the annexations adhered with guidelines set out in the Resort Association’s Declaration of Covenants and Restrictions. MLP allegedly responded by stating that, based on the Declaration, “neither the Board nor the Association gets to decide or pass judgment on any annexation … nor does anything in the [Association] Declaration say that an annexation requires acceptance or approval of the Board or the Association.”
Regardless of whether an Association member can unilaterally grant itself a supermajority of voting power, the lawsuit claims that the annexations were illegitimate for various reasons. Some of the parcels, the suit argues, were not eligible for annexation due to Maui County development plans, while another parcel had already been partially annexed previously.
Every annexation, however, was also improperly executed, the lawsuit goes on, without sufficient information provided during the annexation filings.
On top of all of this, the suit also alleges that Randle and MLP then proposed an amendment to the Association’s Declaration that would further grant MLP additional power within the Association and curtail the rights of other members. For example, the amendment would give MLP — and only MLP — double voting power, terminate rules setting limits on the amount of dues owned by members and more.
Consequently, the suit accuses MLP, Randle and two other board members — John Tolbert and Al Haar — of violating their contracts with the Association, breach of fiduciary duties, gross negligence, tortious interference, and more.
The plaintiffs seek damages against the defendants, the removal of Randle and Tolbert from the Association board — Haar resigned in June — a court order voiding the annexation, an order blocking the proposed amendment to the Association Declaration, among other things.
Aloha State Daily reached out to MLP and attorneys for the plaintiffs for comment.
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