FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

SALLY A. MATSUDA, Trustee of the 

Sally A. Matsuda Self-Trusteed

Trust dated October 15, 1993;

RALPH JAMES MITCHELL; LUCY

MITCHELL; NOOSHA FESHARAKI;

EARL KIDDER; JEENIE MARIE

KIDDER; JAMES RAPISARDA;

JONATHAN VON BRANA; THOMAS

PRESTON; LOREN HOHMAN; HERBERT

CAPLAN; ELENA PECILE, Co-Trustee

of the Herbert Caplan and Elena

No. 06-15337 V. Pecile Trust dated March 27,

2003; WILMA PARKER, Trustee of D.C. No.  the Wilma I. Parker Trust dated CV-05-00125-DAE

March 16, 1989 as amended; TROY OPINION

WILLIAMS; LARRY WEISNER;

DELORES WEISNER; MARIANNE

MARION JAEGER; RICHARD JOHNSON;

WILLIAM GARRETT FUSON; KANG

YUK LEE; SUK JA LEE; CLAUDE

ROTHE, Trustee of the Claude R.

Rothe Living Trust dated March

26, 1998; ALVIN OLSON, Trustee

under Alvin R. Olson Revocable

Trust Agreement dated July 20,

1998; 

395
NATALIA INDRASARI; WARREN 

SWEET, Trustee of the Sweet John

Revocable Trust dated June 21,

1991; RHEBA ALICE SWEET; ROBERT

MEHRING; AYUMI WATANABE

MEHRING; ARNOLD FLEMMINGS;

MARIANA FLEMMINGS, Co-Trustee

of the Arnold Theodore

Flemmings and Mariana

Flemmings Revocable Living

Trust dated December 6, 1999;

MELVIN TAKEO MATSUOKA; DELWIN  SCHNEIDER; KATHERINE SCHNEIDER,

Trustee under the Delwin Byron

Schneider and Katherine Louise

Schneider Family Trust dated

October 14, 1996; RONALD

SILVERMAN; FARHAD SIMYAR; FRANK

WINSTON KERN,

Plaintiffs-Appellants,

v.

CITY AND COUNTY OF HONOLULU,

Defendant-Appellee. 

Appeal from the United States District Court

for the District of Hawaii

David A. Ezra, District Judge, Presiding

Argued and Submitted

November 2, 2007—Honolulu, Hawaii

Filed January 14, 2008

Before: Diarmuid F. O’Scannlain, A. Wallace Tashima, and

Milan D. Smith, Jr., Circuit Judges.

396 MATSUDA v. HONOLULU
Opinion by Judge O’Scannlain

MATSUDA v. HONOLULU 397
COUNSEL

David A. Nakashima, Alston Hunt Floyd & Ing, Honolulu,

Hawaii, argued the cause for the plaintiffs-appellants, and

filed briefs; Lerisa L. Heroldt and Clyde J. Wadsworth, Alston Hunt Floyd & Ing, Honolulu, Hawaii, were on the briefs.

Don S. Kitaoka, Deputy Corporation Counsel, City and

County of Honlulu, Hawaii, argued the cause for the

MATSUDA v. HONOLULU 399
defendant-appellee and filed a brief; Carrie K.S. Okinaga,

Corporation Counsel, Paul M. Iguchi and Derek T.

Mayeshiro, Deputy Corporation Counsels, City and County of

Honolulu, Hawaii, were on the briefs. 

OPINION

O’SCANNLAIN, Circuit Judge: 

We are called upon to determine whether the United States

Constitution imposes any limit on the City of Honolulu’s

power to repudiate a contract to convey property to a private

citizen in connection with its leasehold conversion program.

I

A

In 1991, the City and County of Honolulu (the “City”)

enacted an ordinance, later codified at Chapter 38 of the

Revised Ordinances of Honolulu (“Chapter 38”), which created a mechanism allowing owners of leasehold interests in

condominium units to convert their leasehold interests into fee

interests by using the City’s power of eminent domain.1 We

upheld the constitutionality of Chapter 38 in Richardson v.

City and County of Honolulu, 124 F.3d 1150 (9th Cir. 1995).

As we explained in that case, Chapter 38 was a response to

Hawaii’s long history of feudal land ownership, which survived well after American acquisition. Id. at 1153. At the time

of Chapter 38’s enactment, a small handful of landowners

owned the vast majority of land in the State. Despite the

efforts of Hawaii’s leaders to divide these large Hawaiian

land estates, the system persisted, driving the price of land in

Hawaii to exorbitant heights. Taking advantage of this status

1The Hawaii Legislature has delegated the power of eminent domain to

local bodies such as the City. Haw. Rev. Stat. § 46-1.5(6) (2006). 

400 MATSUDA v. HONOLULU
quo, Hawaiian landowners rarely sold their estates. Instead,

they frequently leased their land for long terms, often to

developers who would construct condominiums on the property and then sell the units subject to the ground lease. Id. at

1153-54. 

To break up this pattern and to increase the opportunity for

land ownership, the City enacted Chapter 38. Chapter 38 provided that when a sufficient number of condominium unit

owners within a condominium complex applied, the City

would take steps to acquire the property on which their condominium complex was built from the landowner by power of

eminent domain. The City would then convey each condominium unit and the appurtenant land to the lessee-applicants

in fee simple. 

Specifically, Chapter 38 required an application from a

minimum of either 25 condominium owners within a development or the owners of at least 50% of the condominium units

within the development to trigger its condemnation mechanism. Revised Ordinances of Honolulu § 38-2.2(a)(1). Upon

such application, the City’s Department of Housing and Community Development (the “Department”) would hold a dulynoticed public hearing to determine whether the acquisition of

the property though eminent domain would “effectuate public

purposes” as defined in Chapter 38. Id. § 38-2.2(a)(2). If the

Department issued a finding answering that question in the

affirmative, the Department would initiate condemnation proceedings unless the landowner agreed to convey the fee interests to the lessee-applicants directly. Id. Finally, before

condemnation could begin, the City Council was required to

adopt a resolution approving the exercise of eminent domain

and appropriating the necessary funds to pay just compensation. Id.; City & County of Honolulu Rules for Residential

Condominium, Cooperative and Planned Development Leasehold Conversion § 2-12. 

MATSUDA v. HONOLULU 401
B

Sally Matsuda and the other appellants in this suit (the

“Lessees”) hold leasehold interests in condominium units at

the Discovery Bay condominium complex in Honolulu,

Hawaii. The Lessees applied to the City under Chapter 38 to

convert their leasehold interests into fee simple interests in

their units and the appurtenant land. Upon receipt of the Lessees’ applications, the City entered into individual written

contracts with each Lessee in which the Lessee promised to

pay the City $1,000 in exchange for the City’s promise that,

upon its successful acquisition of the property at Discovery

Bay, the City would convey a fee interest to each Lessee in

her unit and the appurtenant land. Each contract was expressly

conditioned on the City’s successful acquisition of the property pursuant to Chapter 38, and each party agreed to use its

best efforts to effectuate the acquisition. 

On July 3, 2004, after a duly-noticed public hearing, the

Department announced its finding that condemnation of the

property at Discovery Bay would serve the public purpose

required by Chapter 38. A few months later, in late October

or early November, the Lessees received written notice of

their final approval to proceed with Chapter 38’s leasehold

conversion procedure. Finally, on November 24, the Department designated the Lessees’ leasehold interests in the real

property and other common elements at Discovery Bay for

acquisition through the City’s exercise of eminent domain,

finding that the Lessees had satisfied Chapter 38’s numerosity

requirement, that the condemnation would effectuate the public purpose of Chapter 38, and that no agreement for a voluntary sale by the landowner had been made. 

As the Lessees’ application was progressing, however, the

Honolulu City Council began considering a proposed bill that

would repeal Chapter 38. As the proposed bill’s statement of

purpose explained, some members of the Council had determined that Chapter 38’s goal of “provid[ing] affordable hous402 MATSUDA v. HONOLULU
ing” and “strengthen[ing] the economy through fee

ownership” had largely been satisfied, rendering the provision

unnecessary. 

On November 10, 2004, a councilmember introduced a

measure seeking a City Council resolution to approve the initiation of condemnation proceedings at Discovery Bay. Even

though the Lessees’ applications had met all the requirements

of Chapter 38, the Council deferred consideration of the resolution pending the possible repeal of Chapter 38. 

On January 26, 2005, the Council enacted Ordinance 05-

001, repealing Chapter 38. The ordinance permitted any condemnation proceeding approved by City Council resolution

before the effective date of the repeal to continue, but because

the City Council never took such a step to approve the condemnation of the property at Discovery Bay, the project

failed. 

The Lessees filed suit against the City in the district court,

arguing that Ordinance 05-001 violated the Contracts Clause,

the Fourteenth Amendment’s Due Process Clause, and 42

U.S.C. § 1983, and seeking declaratory and injunctive relief.2

Shortly thereafter, the Lessees moved for a preliminary

injunction to enjoin the implementation of the ordinance,

which the district court denied. The Lessees then filed a

motion for summary judgment, which the district court denied

as well, granting summary judgment in favor of the City

instead. Matsuda v. City and County of Honolulu, 378 F.

Supp. 2d 1249 (D. Haw. 2005). The district court concluded

that the Lessees could not challenge Ordinance 05-001 under

the Contracts Clause because the Lessees’ contracts with the

City were unenforceable. It reasoned that the “reserved powers” doctrine precluded the City from entering into the con2The Lessees also argued that the ordinance was an unconstitutional bill

of attainder, U.S. Const. art. I, § 10, a claim they do not raise on this

appeal. 

MATSUDA v. HONOLULU 403
tracts because they purported to limit the City’s discretion

over the use of its eminent domain power, a power which has

been labeled an “essential attribute of sovereignty.” Id. at

1255 (quoting United States v. Winstar Corp., 518 U.S. 839,

888 (1996)). 

The Lessees timely appeal. 

II

We begin with the Lessees’ claim that Ordinance 05-001

impaired their contracts with the City in violation of the Contracts Clause of the United States Constitution. The Contracts

Clause provides that “[n]o State shall . . . pass any . . . Law

impairing the Obligation of Contracts.” U.S. Const. art. I,

§ 10. Despite the sweeping terms of its literal text, the

Supreme Court has construed this prohibition narrowly in

order to ensure that local governments retain the flexibility to

exercise their police powers effectively. See Allied Structural

Steel Co. v. Spannaus, 438 U.S. 234, 240 (1978); El Paso v.

Simmons, 379 U.S. 497 (1965); Home Bldg. & Loan Ass’n. v.

Blaisdell, 290 U.S. 398 (1934). Nevertheless, when a state’s

action interferes with its own contractual obligations, as

opposed to mere private contracts, the Court has made clear

that we are to examine the state’s conduct with a higher level

of scrutiny.3 U.S. Trust Co. v. New Jersey, 431 U.S. 1, 20-21

(1977). 

Under this heightened scrutiny test, first announced in U.S.

Trust, we consider (1) “whether the state law has, in fact,

operated as a substantial impairment of a contractual relationship,” Energy Reserves Group, Inc. v. Kan. Power & Light

Co., 459 U.S. 400, 411 (1983) (citations and internal quotation marks omitted); (2) whether the state law is justified by

3The Contracts Clause applies to a municipality such as the City. See

Rui One Corp. v. City of Berkeley, 371 F.3d 1137, 1141, 1147 (9th Cir.

2003). 

404 MATSUDA v. HONOLULU
a “significant and legitimate public purpose,” id.; and (3)

whether the impairment resulting from the law is both “reasonable and necessary to fulfill [such] public purpose,” S. Cal.

Gas Co. v. City of Santa Ana, 336 F.3d 885, 889-90 (9th Cir.

2003) (per curiam) (citations and internal quotation marks

omitted).

In the case before us, however, the district court did not

apply the U.S. Trust test to the Lessees’ Contracts Clause

claim, concluding instead that heightened scrutiny was not

appropriate because the reserved powers doctrine rendered the

Lessees’ contracts with the City void ab initio. Matsuda, 378

F. Supp. 2d at 1255. 

A

[1] The reserved powers doctrine is a label the Supreme

Court has applied to describe the uncontroversial proposition

that a state may not enter a contract that “surrenders an essential attribute of its sovereignty” and that, as a consequence,

the Contracts Clause may not be used to compel a state to

adhere to a contract that purports to achieve such a result. U.S.

Trust, 431 U.S. at 23. Although a complete list of the essential

attributes of sovereignty which may not be contracted away

has never been established, it is well-settled that “a State cannot be bound to a contract forbidding the exercise of its police

power,” U.S. Trust, 431 U.S. at 24 n.21 (citing Stone v. Mississippi, 101 U.S. 814, 817 (1880)), and that “a State cannot

contract away [its] power of eminent domain,” id. (citing

West River Bridge Co. v. Dix, 47 U.S. 507 (1848)). 

[2] Despite this, most contracts in which a state agrees to

limit its power to act in the future will not be subject to prohibition. Id. at 24-25. Indeed, as “the Court has regularly held,”

a state will be bound by contracts that limit the use of its taxing and spending powers, even though such contracts limit the

state’s future exercise of discretion in material ways. Id. 

MATSUDA v. HONOLULU 405
In turning to the question of whether the City’s contracts

with the Lessees in this particular case are subject to the

reserved powers doctrine, we note that the Supreme Court has

explained that our initial task is to determine whether the state

had the “power to create irrevocable contract rights in the first

place.” Id. at 23. The City argues that it did not, because these

contracts purport to limit its discretion over its essential

power of domain. The Supreme Court has twice decided cases

in which a Contracts Clause claim implicated a state’s power

of eminent domain, as the City argues has occurred here, and

so, we examine those precedents. 

In West River Bridge, a corporation received a charter from

the State of Vermont which entitled it to operate a toll bridge

across a river and to collect tolls from passengers. 47 U.S. at

530. Several years later, the State initiated condemnation proceedings which extinguished the corporation’s franchise and

converted the bridge into a free public highway. Id. at 531.

Just compensation was assessed. Id. The corporation asserted

a Contracts Clause claim, which the Court rejected, concluding that the Constitution did not prohibit the State from using

its eminent domain power, even where the property taken was

previously conveyed by the State. Id. at 532-33. As the Court

explained, all contracts, whether they are between a state and

a private actor or private actors alone, are made subject to the

understanding that the state may one day take the subject

property for public use, provided that just compensation is

paid. Id. 

A similar situation arose in Contributors to Pennsylvania

Hospital v. City of Philadelphia, 245 U.S. 20 (1917). In that

case, a hospital entered a contract with the State of Pennsylvania which resulted in a state statute specifically forbidding the

State from opening any street or alley on hospital grounds

without the hospital’s consent. Id. at 21. Several years later,

however, the City of Philadelphia, through the power conferred upon it by the State, initiated condemnation proceedings against the hospital’s land for the purpose of opening a

406 MATSUDA v. HONOLULU
public street. Id. at 21-22. The hospital asserted a Contracts

Clause claim, which the Court again rejected, concluding that,

regardless of Pennsylvania’s promise to the hospital, states

lack the power to divest themselves of their right to perform

“essential governmental duties” such as exercising the power

of eminent domain when a public need so requires. Id. at

23-24. 

[3] West River Bridge and Contributors to Pennsylvania

Hospital stand for the proposition that the Contracts Clause

cannot be used to bind a state to a contract that prevents it

from exercising its power of eminent domain. Yet such facts

have not been alleged here. In this case, the Lessees have not

accused the City of impairing its contracts with them by exercising its power of eminent domain to take for public use

property which it previously conveyed to the Lessees. Instead,

the Lessees accuse the City of reneging on its contractual

promise to use its best efforts to effectuate a condemnation

proceeding against the property at Discovery Bay and, if successful, to convey the property to the Lessees. Accordingly,

we find the Lessees’ claim to be distinct from those Contracts

Clause claims to which the Supreme Court has applied the

reserved powers doctrine in the past. 

The district court held otherwise, concluding that the contracts at issue required the City to exercise its eminent domain

power and that “[a] contract requiring a sovereign to exercise

the power [of eminent domain] is just as limiting as a contract

prohibiting it from doing so.” Matsuda, 378 F. Supp. 2d at

1257 (emphasis added).4 We disagree. 

4The district court drew support for this conclusion from Kelo v. City

of New London, 545 U.S. 469 (2005). As the district court noted, Kelo

emphasized that states remain free to impose limitations on their own

exercise of any power, including the takings power, stricter than the limitations required by the United States Constitution. Id. at 489. Yet Kelo

provides no guidance regarding the question presented here: whether a

state actor’s contract to convey property if successfully acquired through

eminent domain is subject to U.S. Trust’s heightened scrutiny analysis or

is void on its face. 

MATSUDA v. HONOLULU 407
As an initial matter, the City’s contracts with the Lessees

did not expressly require the City to condemn the property at

Discovery Bay. As discussed above, Chapter 38 imposed several requirements for a successful condemnation which were

beyond the City’s power to control, and the City only agreed

to use its best efforts to achieve those results. Thus, if an

insufficient number of condominium owners applied to the

City or if the public hearing held by the Department failed to

produce a finding that condemnation would serve a valid public purpose, the City would not have been obligated under the

contracts to proceed with the condemnation. 

[4] More importantly, however, the City’s contracts with

the Lessees do not restrict its ability to exercise its eminent

domain power in any way. The contracts reflect the City’s

voluntary undertaking to use its best efforts to effect a condemnation of the property at Discovery Bay and to convey

that property to the Lessees if successful. The contracts do not

purport to require the City to refrain from the exercise of any

sovereign power, including the power of eminent domain.5

Instead, the contracts reflect the City’s decision to initiate proceedings to exercise its power of eminent domain over the

property at Discovery Bay, and to convey the property to the

Lessees if successful. This is not the type of agreement to

which the reserved powers doctrine applies and, accordingly,

we conclude that U.S. Trust’s heightened scrutiny test provides the mandatory analysis.6

5

Indeed, there is no provision in the contracts that purports to prevent

the City from conveying the property to the Lessees and later taking the

property for public use. Thus, these contracts contain none of the same

elements the Court found unenforceable in West River Bridge and Contributors to Pennsylvania Hospital. 

6

Indeed, as a survey of our Contracts Clause jurisprudence indicates,

Ordinance 05-001 is quite analogous to the state actions this court and the

Supreme Court have assessed under U.S. Trust. See U.S. Trust, 431 U.S.

at 1518 (holding that concurrent and parallel New York and New Jersey

statutes that retroactively repealed a covenant between the States and

408 MATSUDA v. HONOLULU
B

[5] Turning to the U.S. Trust test, our first inquiry is

whether Ordinance 05-001 “operated as a substantial impairment of a contractual relationship.” Cayetano, 183 F.3d at

1101 (quoting Gen. Motors Corp. v. Romein, 503 U.S. 181,

186 (1992) (internal quotation marks omitted)). The Supreme

Court has subdivided this inquiry into three separate questions: (1) “whether there is a contractual relationship”; (2)

“whether a change in law impairs that contractual relationship”; and (3) “whether the impairment is substantial.” Seltzer

v. Cochrane, 104 F.3d 234, 236 (9th Cir. 1996) (quoting Gen.

Motors Corp., 503 U.S. at 181). 

[6] The parties do not dispute that a contractual relationship

existed prior to the enactment of Ordinance 05-001. Turning

to the questions of whether the ordinance impaired that contractual relationship and whether such impairment was substantial, the parties are in disagreement and the record is not

fully developed.7 Whether there was a substantial impairment

is precisely the question U.S. Trust instructed the district court

to answer in the first step of its analysis. Because the district

court determined that the reserved powers doctrine rendered

bondholders in the state-owned Port Authority was subject to Contracts

Clause analysis); Winstar, 518 U.S. at 888-89 (concluding that a congressional statute that prohibited federal entities from complying with their

contracts to provide various financial institutions with certain accounting

treatment was subject to the Contracts Clause and that the reserved powers

doctrine did not relieve the federal government from liability); Cayetano,

336 F.3d at 1099 (determining that a Hawaii statute that repealed the payroll system for state employees agreed to under a collective bargaining

agreement and implemented a new system in its place was subject to a

Contracts Clause claim). 

7The contracts were “expressly conditioned” upon the City’s successful

acquisition of the property, but it is unclear whether the repeal of Chapter

38 under a mechanism such as Ordinance 05-001 was contemplated under

the agreement, although as the City conceded at oral argument, the City

was, at minimum, under an implied duty of good faith and fair dealing. 

MATSUDA v. HONOLULU 409
the City’s contracts unenforceable, it never reached this

threshold question. We believe this analysis is most appropriate for the district court to engage in on remand as a matter

of first impression. 

[7] Accordingly, we vacate the district court’s grant of

summary judgment to City on the Lessees’ Contracts Clause

claim and remand to allow the district court to consider the

Lessees’ claim under the framework set forth in U.S. Trust.

III

[8] Having addressed the Lessees’ Contracts Clause claim,

we next turn to their contention that Ordinance 05-001 violates the Due Process Clause of the Fourteenth Amendment.

The Due Process Clause provides that no State shall “deprive

any person of life, liberty, or property, without due process of

law.” U.S. Const. amend. XIV. We have held that contracts

such as the Lessees’ may give rise to property interests protected by this provision. See Brewster v. Bd. of Educ., 149

F.3d 971, 982-83 (9th Cir. 1998). Further, the Due Process

Clause confers both procedural and substantive rights. Richardson, 124 F.3d at 1162 (citing United States v. Salerno, 481

U.S. 739, 746 (1987)). In evaluating a substantive due process

claim such as the Lessees’, we have determined that state

action which “neither utilizes a suspect classification nor

draws distinctions among individuals that implicate fundamental rights” will violate substantive due process only if the

action is “not rationally related to a legitimate governmental

purpose.” Id. (quoting Munoz v. Sullivan, 930 F.2d 1400,

1404 (9th Cir. 1991)). 

[9] The burden this places on the plaintiff is “extremely

high.” Id. (citing Del Monte Dunes v. City of Monterey, 920

F.2d 1496, 1508 (9th Cir. 1990)). To prove that the City’s

enactment of Ordinance 05-001 violated their substantive due

process rights, the Lessees must demonstrate first that their

contracts were the type of property the Due Process Clause

410 MATSUDA v. HONOLULU
protects and, second, that the City deprived them of their

rights under the contracts in a way that “shocks the conscience” or “interferes with rights implicit in the concept of

ordered liberty.” Nunez v. City of Los Angeles, 147 F.3d 867,

871 (9th Cir. 1998) (quoting Salerno, 481 U.S. at 746) (internal quotation marks omitted). 

[10] The district court did not evaluate the Lessees’ claim

under this framework because it determined that the reserved

powers doctrine relieved the City of its obligations and left

the Lessees without any enforceable contractual rights that

could be protected by the Due Process Clause. Matsuda, 378

F. Supp. at 1258. Because we have already concluded that the

district court’s application of the reserved powers doctrine

was in error, we remand to the district court to reconsider the

Lessees’ due process claim once it has determined whether

the Lessees had any contractual rights that could give rise to

a protected property interest. 

We express no opinion as to whether any property interests

potentially arising from the Lessees’ contracts could meet the

“exceedingly high” burden our Due Process jurisprudence

imposes. Furthermore, we express no opinion as to whether

our decision in Armendariz v. Penman, 75 F.3d 1311 (9th Cir.

1996) (en banc), precludes the Lessees from asserting a substantive due process claim in this case, where the Contracts

Clause provides a specific source of constitutional protection

against the government conduct of which they complain. Id.

at 1318. 

IV

[11] Finally, we turn to the Lessees’ contention that the

City’s alleged violations of the Contracts Clause and Due Process Clause violate § 1983. As an initial matter, we note that

from the face of the Lessees’ complaint and their subsequent

filings in the district court, it is unclear whether they have preserved a claim for damages under § 1983 in the event the disMATSUDA v. HONOLULU 411
trict court determines on remand that a constitutional violation

has occurred. Nevertheless, both the Contracts Clause and the

Due Process Clause may give rise to a claim under § 1983.

See S. Cal. Gas Co., 336 F.3d at 886-87 (holding that a Contracts Clause violation may support a § 1983 claim); Youngberg v. Romeo, 457 U.S. 307 (1982) (recognizing a plaintiff’s

§ 1983 claim predicated on an alleged violation of his substantive due process rights). Accordingly, because we conclude that the district court erred in applying the reserved

powers doctrine to find that no constitutional violations

occurred, we vacate the district court’s grant of summary

judgment to the City on the Lessees’ § 1983 claims and

remand. If the district court on remand determines that the

Lessees’ contractual rights survived Chapter 38’s repeal, the

Lessees may be able to assert a claim under § 1983 under

either constitutional provision. 

V

Based on the foregoing, we VACATE the district court’s

grant of summary judgment in favor of the City and

REMAND for further proceedings. Each party shall bear its

own costs on appeal. 

412 MATSUDA v. HONOLULU