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SCAP-13-0000765

IN THE SUPREME COURT OF THE STATE OF HAWAII

THE SIERRA CLUB and SENATOR CLAYTON HEE,

Petitioners/Appellants-Appellants,

vs.

CASTLE & COOKE HOMES HAWAII INC.; THE LAND USE COMMISSION OF THE 

STATE OF HAWAII; OFFICE OF PLANNING, STATE OF HAWAII; 

DEPARTMENT OF PLANNING AND PERMITTING,

Respondents/Appellees-Appellees.

APPEAL FROM THE CIRCUIT COURT OF THE FIRST CIRCUIT

(CAAP-13-0000765; CIV. NO. 12-1-1999)

MEMORANDUM OPINION

(By: Recktenwald, C.J., Nakayama, and McKenna, JJ., and Circuit 

Judge Browning, in place of Acoba, J., recused; 

and Pollack, J., dissenting)

I. Introduction

In this appeal, Appellants Sierra Club and Senator Clayton 

Hee oppose the Land Use Commission’s (“LUC”) reclassification of 

approximately 767.649 acres of Appellee Castle & Cooke Homes 

Hawaii, Inc.’s (“Castle & Cooke”) land from the state 

agricultural land use district to the state urban land use 

district. The land is slated for development of Castle & 

Electronically Filed

Supreme Court

SCAP-13-0000765

06-APR-2016

07:45 AM
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Cooke’s Koa Ridge Makai and Waiawa projects. Appellants sought 

review of the LUC’s decision by the Circuit Court of the First 

Circuit (“circuit court”),1 which dismissed their appeal. 

Appellants raise the following points of error:

1. The trial court erred by refusing to uphold the 

requirements of Article XI, Section 3, of the Hawaii State 

Constitution.

2. The decision of the State Court to uphold the 

Findings of Fact, Conclusions of Law and Decision and Order

of the Land Use Commission is in violation of Act 183, HRS 

§[§] 205[-]41-52.

3. The decision of the State Court to uphold the 

Findings of Fact, Conclusions of Law and Decision and Order 

of the Land Use [C]omission is in violation of HAR § 15-15-

77.

Although there are three points of error, Appellants essentially 

make two points. First, they argue that the LUC should be 

required to “stay” the reclassification of the potentially 

important agricultural land at issue pending formal designation

of Important Agricultural Lands (“IALs”) in each county,

2

pursuant to the intent behind Article XI, Section 3 of the 

Hawaii Constitution, as implemented by Act 183 (points of error 

one and two). Second, they argue that the circuit court should 

have ruled that the LUC improperly weighed the evidence 

supporting its findings that the reclassification (1) would not 

substantially impair agricultural production, and (2) was 

 

1 The Honorable Rhonda A. Nishimura presided.

2

Act 183 directed the counties to formally identify IALs, then submit 

IAL land maps to the county councils for decision-making. The county 

councils then transmit the maps to the LUC, which then finally designates 

IALs. See Hawaii Revised Statutes (“HRS”) §§ 205-47(a), (e), -48, and -

49(a)(Supp. 2005). To date, formal IAL designation has not been completed. 

See Sierra Club v. D.R. Horton-Schuler Homes, 2015 WL 9306955, *14 (2015); 

see also http://mapoahuagland.com/about/faq (last visited Apr. 5, 2016). 
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reasonably necessary for urban growth, pursuant to Hawaii 

Administrative Rules (“HAR”) § 15-15-77(b)(6) (effective 2000-

2013) (point of error three). HAR § 15-15-77(b)(6) requires the 

LUC to “specifically consider” the following when reclassifying 

agricultural land: 

Lands in intensive agricultural use for two years prior to 

date of filing of a petition or lands with a high capacity 

for intensive agricultural use shall not be taken out of 

the agricultural district unless the commissions finds 

either that the action:

(A) Will not substantially impair actual or potential 

agricultural production in the vicinity of the subject 

property or in the county or State; or

(B) Is reasonably necessary for urban growth.

We affirm the circuit court’s decision and order, which 

affirmed the LUC’s decision and order, and which dismissed 

Appellants’ appeal. This court has already recently held that, 

pursuant to Save Sunset Beach Coalition v. City & County of 

Honolulu, 102 Hawaii 465, 476, 78 P.3d 1, 12 (2003), Article XI, 

Section 3, standing alone, is not self-executing, and its 

constitutional history as well as the legislative history of Act 

183 do not reveal an intent to require the LUC to delay 

reclassifying agricultural land pending formal designation of 

IALs. See Sierra Club, 2015 WL 9306955, *1. Therefore, this 

opinion does not further address Appellants’ first and second 

points of error; rather, this opinion focuses on Appellants’ 

third point of error, whether the reclassification violated HAR 

§ 15-15-77(b)(6). As to that point of error, we conclude that 
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substantial evidence supported the LUC’s findings that the 

reclassification of the land at issue in this case satisfied HAR 

§ 15-15-77(b)(6). The evidence in support of these findings was 

adduced through Castle & Cooke’s witnesses, whose expertise and 

credibility the Appellants did not challenge. 

II. Background

A. Land Use Commission Proceedings

1. Castle & Cooke’s Petition

On October 3, 2011, Castle & Cooke filed a Petition for 

Land Use District Boundary Amendment (“Petition”) before the

LUC. Castle & Cooke sought to reclassify approximately 767.649 

acres of land at Waipio and Waiawa, on the island of Oahu, from 

the agricultural district to urban district to develop the Koa 

Ridge Makai and Waiawa Project (the “Project”). 

Castle & Cooke described the Koa Ridge Makai portion of the 

Project as follows:

Koa Ridge Makai is planned to consist of approximately 

3,500 residential dwelling units comprised of a mix of 

single-family and multi-family residential units, light 

industrial, commercial and community uses. A mixed-use 

“Village Center” is planned to include a health care 

component, residential, commercial, and community center. 

Parks and open space are also planned throughout Koa Ridge 

Makai, together with churches, recreational centers, and 

schools. 

Castle & Cooke described the Waiawa portion of the project as 

consisting of “approximately 1,500 residential units comprised 

of a mix of single-family and multi-family residential units, a 

community center with neighborhood retail, a neighborhood park, 
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and an elementary school. Parks and open space are also planned 

throughout Waiawa.” According to its Incremental Development 

Plans, Castle & Cooke plans to develop Koa Ridge Makai first, 

then Waiawa.3 The Project lands are located within the Urban 

Community Boundary (“UCB”) of the Central Oahu Sustainable 

Communities Plan (“CO SCP”). According to the Final 

Environmental Impact Statement prepared for the Project, the CO 

SCP focuses “future residential development on master planned 

suburban communities within” the UCB. The UCB “was established 

to provide long-range protection from urbanization for 10,500 

acres of prime and unique agricultural lands and for 

preservation of open space, while providing adequate land for 

residential, commercial and industrial uses needed in Central 

Oahu for the foreseeable future.” 

2. Other Parties and Intervenors to the Petition 

Proceedings

As the district boundary petition involved land areas 

greater than 15 acres, pursuant to HRS § 205-4(e)(1) (Supp. 

2005), “the office of planning[] and the county planning 

department” were mandated to appear as parties to “make 

recommendations relative to the proposed boundary change.” The 

Office of Planning (“OP”) and the City and County of Honolulu 

 

3 Under HAR § 15-15-78 (effective 2000-2013), the LUC can reclassify 

lands incrementally if “full development of the subject property cannot 

substantially be completed within ten years after the date of” the LUC’s 

approval. 
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Department of Planning and Permitting (“DPP”) generally 

supported the Petition. The LUC granted the Sierra Club’s and 

Senator Clayton Hee’s petitions to intervene. They opposed the 

Petition and sought to protect the Project lands from 

urbanization. 

3. Evidence Presented at the LUC Hearings on the 

Petition

The LUC held three evidentiary hearings on the Petition in 

early 2012. Relevant to the issues on appeal, the several 

individuals testified, and their testimony is summarized below.

a. Testimony of Ann Bouslog

Castle & Cooke called Ann Bouslog, an expert in the fields 

of real estate, market assessment and economic impacts. She 

testified that the Project was necessary for urban growth in the 

region as follows: “Oahu has an acute shortage of housing 

suitable for primary residents. . . . And this shortfall is 

expected to increase in the coming decades. Even with complete 

buildout of all identified planned and entitled units as of late 

last year, Oahu could be short some 30,000 units of primary 

housing by the year 2030.” Bouslog projected that there would 

be a shortage of “at least 6500” homes “in Central Oahu based on 

DPP’s own 2009 projections. . . .” She testified that Central 

Oahu is a popular residential location and projected that all 

5000 of the Project’s homes would be bought between 2023 and 
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2026. When offered the chance to cross-examine Bouslog, the 

Appellants’ attorney stated, “No questions for this witness.” 

b. Testimony of Bruce Plasch

Castle & Cooke also called Bruce Plasch, an expert in 

agriculture and economic assessment. He testified that the 

contraction of plantation agriculture released 177,000 acres for 

diversified agriculture by January 2010, with about 15,000 acres 

still available on Oahu. 2,500 acres were in upper Kunia, 8,500 

acres were on the North Shore, over 2,700 acres were near 

Kahuku, and about 1,700 acres were scattered throughout Oahu. 

According to Plasch, “most of these lands have soil ratings, 

solar radiation, and access to irrigation water similar to Koa 

Ridge Makai and Castle & Cooke Waiawa.” Plasch testified that 

42,600 acres of land on Oahu is of high-quality outside the 

City’s urban growth boundaries. Of that land, only 12,000 acres 

was being farmed in 2010, leaving nearly 30,000 acres available 

for diversified agriculture. To farm these lands, which were 

once irrigated, Plasch testified, water infrastructure would 

need to be improved. Plasch also testified that the current 

agricultural tenants on the Project lands, Aloun Farms and 

Flying R Livestock Company, both secured replacement lands.

 
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c. Aloun Farms’ Letter of Support for the 

Petition

Aloun Farms’ Principals, Alec and Mike Sou, submitted a 

letter in support of the Petition; it stated that their 335-acre 

replacement lands4 have “productive soils, a reliable source of 

water and existing irrigation systems which will support the 

cultivation of [Aloun Farms’] variety of crops.” 

d. Testimony of Hector Valenzuela

The Appellants submitted into evidence the written 

testimony of Hector Valenzuela, a University of Hawaii professor 

and vegetable crop extension specialist. He did not support the 

Petition because it “would represent a permanent loss to Oahu 

and to the state of a substantial portion of the previous 

remaining prime agricultural land available for diversified 

agricultural production.” 

4. The LUC’s Findings of Fact, Conclusions of Law, 

and Decision and Order

On June 21, 2012, the LUC approved the Petition by a vote 

of 7-0. The LUC issued its Findings of Fact, Conclusions of 

Law, and Decision and Order. With regard to whether the 

reclassification would impair agricultural production and was 

reasonably necessary for urban growth, the LUC made the

following findings:

 

4

In addition to the 335 acres Castle & Cooke provided to Aloun Farms, 

Dole Pineapple Plantation also offered Aloun Farms a lease over 332 

additional acres. 
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NEED FOR THE PROPOSED DEVELOPMENT.

68. Oahu has an acute shortage of housing suitable for 

primary residents, and this shortfall is projected to 

continue to increase by 2030 based on growth projections. 

Even with complete buildout of all identified planned and 

entitled units as of July 2008, the shortfall will be 

approximately 30,000 units by 2030. This is based on DPP’s 

2009 population projections (which assume the State 

Department of Business, Economic Development, and Tourism’s 

2035 Series, published in 2008) and an updated inventory of 

Commission-entitled and planned potential future 

developments islandwide. 

69. There is a need to entitle at least 6,500 more units 

in Central Oahu. 

70. Central Oahu has proven to be a popular residential 

location due to its cool, upland climate, relative 

proximity to the island’s main employment centers, high 

quality master-planned communities, and affordability. 

71. The Project is estimated to close an average of 200 to 

425 residential units per year, and complete absorption of 

the Projects 5,000 residential units is projected to occur 

between 2023 and 2026. 

. . . .

IMPACTS UPON RESOURCES OF THE AREA

Agricultural Resources

. . . .

87. In anticipation of the Project and to mitigate the 

impacts of development on agricultural operations, 

Petitioner arranged with Dole Foods to issue a lease to 

Aloun Farms for approximately 335 acres of former pineapple 

land located north of the Dole Plantation. The lease term 

is for ten years, with a five-year renewal option. In 

addition, approximately 332 acres of abutting lands have 

been offered to Aloun Farms. The approximately 667 acres 

of land being offered as replacement land is twice as much 

land as Aloun Farms is farming currently at Koa Ridge. The 

335 acres currently leased by Aloun Farms has sufficient 

access to water from the Tanada Reservoir, which provides 

fresh clean water to the replacement lands and is 

distributed through an existing irrigation delivery system 

throughout the site. Coordinated efforts to improve the 

delivery of year round supply of water are being worked out 

with Dole Foods, and a plan acceptable to Aloun Farms has 

been clearly laid out in Aloun Farms’ water contract. 

Aloun Farms has begun site [sic] and the soil amendment 

process of the 335-acre replacement site and anticipates 

its first crops in the summer of 2012. The replacement 

lands will allow Aloun Farms to grow a variety of crops and 

maintain similar production, revenues, operating costs, 
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delivery costs, employment, and payroll as would occur at 

Koa Ridge Makai. 

88. Because of the replacement lands with a source of 

water and existing irrigation that have been made available 

and because Petitioner stopped charging Aloun Farms rent at 

Koa Ridge which saves Aloun Farms $129,000 annually, the 

Project is not anticipated to have a significant impact on 

the operation of Aloun Farms. However, some adjustments in 

varieties and cultivation practices might be required due 

to different agronomic conditions (e.g., soils, 

temperature, solar radiation, elevation and rainfall). 

Also, Aloun Farms will incur the cost of preparing the 

former pineapple field for farming vegetable crops. 

. . . .

94. The contraction and closure of sugarcane and pineapple 

plantations have released farmland that can now be used for 

other crops. As of January 2010, over 177,000 acres 

remained available statewide for farming. 

95. On Oahu, over 15,000 acres of former plantation land 

remain available including approximately 2,500 acres in 

upper Kunia, approximately 8,500 acres on the North Shore, 

over 2,700 acres near Kahuku, and approximately 1,700 acres 

scattered throughout other parts of the island. The word 

“available” refers to land not being farmed. 

96. The Island of Oahu has approximately 42,600 acres of 

high quality farmland outside of the City’s Urban Growth 

Boundaries, excluding lands under military control and 

lands in Kahuku that are scheduled to become a wildlife 

refuge. In 2010, an estimated 12,000 acres were farmed on 

Oahu, some of which was land within the Urban Growth 

Boundaries. Assuming that the farms in the Urban Growth 

Boundaries eventually relocate to land outside of the Urban 

Growth Boundaries, over 30,000 acres of good farmland on 

Oahu will remain available for growing additional crops 

(42,000 acres - 12,000 acres). 

. . . .

113. Reclassification and development of the Petition Area 

will not have an adverse impact on agricultural resources 

nor on actual or potential agricultural production in the 

vicinity of the Petition Area or in the City or State. 

There is sufficient land available on Oahu and in the State 

to accommodate the loss of land for the Project and to 

accommodate diversified agriculture. 

The LUC made the following Conclusions of Law relevant to 

this appeal:
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1. Pursuant to HRS chapter 205 and the Commission rules 

under HAR chapter 15-15, and upon consideration of the 

Commission decision-making criteria under HRS section 205-

17, the Commission finds upon the clear preponderance of 

the evidence that the reclassification of Koa Ridge Makai, 

Increment 1, consisting of approximately 576.435 acres of 

land, situated at Waipio, Island of Oahu, State of Hawaii, 

TMKs: 9-4-06: portion of 1, portion of 2, portion of 3, 

portion of 5, 38, and portion of 39 and 9-5-03: portion of 

1 and portion of 4, shown approximately on Exhibit “A” 

attached hereto and incorporated by reference herein, from 

the State Land Use Agricultural District to the State Land 

Use Urban District, and subject to the conditions stated in 

the Order below, conforms to the standards for establishing 

the boundaries of the State Land Use Urban District, is 

reasonable, not violative of HRS section 205-2 and is 

consistent with the policies and criteria established 

pursuant to HRS sections 205-16, 205-17, and 205A-2.

2. The Commission also finds upon the clear preponderance 

of the evidence that the reclassification of Castle & Cooke 

Waiawa, Increment 2, pursuant to the incremental 

districting under section HAR 15-15-78, consisting of 

approximately 191.214 acres of land, situated at Waiawa, 

Island of Oahu, State of Hawaii, TMKs: 9-4-06: portion of 

29 and portion of 31 and 9-6-04: 21, shown approximately on 

Exhibit “A” attached hereto and incorporated by reference 

herein, from the State Land Use Agricultural District to 

the State Land Use Urban District, and subject to the 

conditions stated in the Order below, conforms to the 

standards for establishing the boundaries of the State Land 

Use Urban District, is reasonable, is not violative of HRS 

section 205-2, and is consistent with the policies and 

criteria established pursuant to HRS sections 205-16, 205-

17, and 205A-2.

. . . .

6. Article XI, Section 3, of the Hawaii State Constitution 

states the following in full: “The State shall conserve 

and protect agricultural lands, promote diversified 

agriculture, increase agricultural self-sufficiency and 

assure the availability of agriculturally suitable lands. 

The legislature shall provide standards and criteria to 

accomplish the foregoing. Lands identified by the State as 

important agricultural lands needed to fulfill the purposes 

above shall not be reclassified by the State or rezoned by 

its political subdivisions without meeting the standards 

and criteria established by the legislature and approved by 

a two-thirds vote of the body responsible for the 

reclassification or rezoning action.”

7. HRS section 205-41 declares that there is a compelling 

State interest in conserving the State’s agricultural land 

resource base and assuring the long-term availability of 

agricultural lands for agricultural use to achieve the 
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purposes of Article XI, Section 3, of the Hawaii State 

Constitution.

The LUC’s Decision and Order reclassified the Petition 

lands from the state agricultural land use district to the state 

urban land use district, subject to preconditions that are not 

relevant on appeal. 

B. Circuit Court Appeal

Appellants filed an agency appeal with the circuit court. 

Relevant to this appeal, the Appellants argued that the LUC’s 

decision and order violated HAR § 15-15-77(b)(6),

5 which requires 

the LUC to “specifically consider” the following when 

reclassifying agricultural land: 

Lands in intensive agricultural use for two years prior to 

date of filing of a petition or lands with a high capacity 

for intensive agricultural use shall not be taken out of 

the agricultural district unless the commission finds 

either that the action:

(A) Will not substantially impair actual or potential 

agricultural production in the vicinity of the subject 

property or in the county or State; or

(B) Is reasonably necessary for urban growth.

The Appellants focused on subsection (A), arguing, “Despite 

overwhelming and dispositive evidence to the contrary, the 

Findings conclude that there are sufficient alternative 

agricultural lands and that agriculture on Oahu will not be 

 

5

The Appellants also argued that the LUC’s decision and order violated 

HAR § 15-15-77(a), which requires district boundary amendments to conform to 

the Hawaii State Plan. The Appellants abandoned this issue upon transfer to 

this court, as this issue was not raised as a point of error in their Opening 

Brief, and was referenced for the first time in their Reply Brief. This 

argument has therefore been waived. See Matter of Hawaiian Flour Mills, 

Inc., 76 Hawaii 1,14 n.5, 868 P.2d 419, 432 n.5 (1994) (citing Hawaii Rules 

of Appellate Procedure Rule 28(b)(4)).
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harmed by the reclassification.” They argued that the LUC’s 

decision was “based on the unsubstantiated assertion that there 

is a large amount of available farm land on Oahu and thus taking 

this proven and productive land out of production will not be 

harmful to agriculture on Oahu or in Hawaii in general.” 

Specifically, the Appellants contended that the replacement 

lands lack State funding for water infrastructure, and lack a 

track record of producing crops like those grown on the Petition 

lands. As to subsection (B), whether the reclassification was 

necessary for urban growth, the Appellants claimed in a footnote 

that “there was very unconvincing testimony of the need for an 

additional 5000 housing units in this location. . . .” 

In its Answering Brief, Castle & Cooke counter-argued that 

the reclassification complied with HAR § 15-15-77(b)(6). Castle 

& Cooke argued that the LUC was provided with substantial 

evidence that the reclassification “will not substantially 

impair actual or potential agricultural production” and “is 

reasonably necessary for urban growth.” As to the “agricultural 

production” prong, Castle & Cooke pointed to Plasch’s testimony 

about the thousands of acres that had become available for 

diversified agriculture upon the contraction of plantation 

agriculture. Castle & Cooke also noted it had designated 679 
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acres as IAL in other parts of Oahu6 and provided its current 

tenant, Aloun Farms, with replacement land for its farming 

operations. To refute the Appellants’ suggestion that the 

replacement land lacks necessary water infrastructure, Castle & 

Cooke cited to Aloun Farms’ letter of support, that noted their 

replacement land “has productive soils, a reliable source of 

water and existing irrigation systems which will support the 

cultivation of [their] variety of crops. . . .” Thus, Castle &

Cooke maintained, reclassification of the petition lands “would 

not substantially impair actual or potential agricultural 

production.” 

As to the “urban growth” prong, Castle & Cooke argued that 

the LUC was provided with substantial evidence that the 

reclassification was necessary for urban growth from, inter 

alia, Bouslog, who testified about Central Oahu’s acute housing 

shortage for primary residents. Castle & Cooke pointed out that 

the Appellants did not dispute Bouslog’s testimony or crossexamine her during the LUC hearings. They also failed to 

“provide any witness or documents to the LUC that would 

contradict the evidence presented during the hearings that the 

 

6

During the pendency of the Petition proceedings, Castle & Cooke 

successfully obtained LUC designation of this land as IAL through the farmer/ 

landowner-initiated IAL designation procedure set forth in HRS § 205-44 

(Supp. 2005). This procedure is separate from the formal county-initiated 

IAL designation procedure set forth in HRS § 205-47.
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reclassification of the Petition lands is reasonably necessary 

for urban growth.” 

The LUC argued in its Answering Brief that the 

reclassification did not violate HRS § 15-15-77(b)(6), because 

(1) the Project area is designated for urban development in the 

CO SCP; (2) there is an acute shortage of housing for primary 

residents on Oahu; (3) and adequate replacement lands exist for 

agricultural tenants displaced by the project. The LUC asserted 

that it did not “simply ignore” testimony that the lands had 

been in active cultivation, but “considered the specific 

replacement lands . . . as well as other evidence concerning 

agriculture in Hawaii in general. . . .”

The circuit court held oral argument. The circuit court 

asked the Appellants which particular findings of fact and 

conclusions of law they believed were in error, as their Opening 

Brief did not include that information; the Appellants viewed 

“the entire thing” as in error. Further into the oral argument, 

the Appellants’ attorney conceded, “We’re not challenging the 

expertise [of individuals who testified before the LUC] because 

[the LUC is] entitled to make credibility determinations.” 

After hearing argument from all of the parties, the circuit 

court dismissed the appeal and affirmed the LUC’s decision.

The circuit court issued its Decision and Order Denying and 

Dismissing Appellants the Sierra Club and Senator Clayton Hee’s 
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Appeal Filed on July 20, 2012, on April 11, 2013. The circuit 

court made the following findings relevant to this appeal:

7. The Court, in its review of all the Findings of 

Fact, finds that there is evidence as to the unmet housing 

needs and the availability of other suitable agricultural 

land and the criteria required under HRS § 205-17 and HAR §

15-15-77. The Court finds that the LUC D&O was not 

arbitrary and/or an abuse of discretion in that there was 

substantial, reliable, probative evidence to support its 

Findings of Fact.

8. The Court finds that there was no challenge by 

Appellants as to the credibility or the expertise of the 

various witnesses that testified before the LUC.

9. The Court therefore finds that the LUC did not 

violate HAR § 15-15-77.

The circuit court therefore affirmed the LUC’s Findings of Fact 

and Conclusions of Law and Decision and Order and dismissed the 

appeal. The Appellants timely appealed, ultimately obtaining a 

transfer of the appeal from the ICA to this court. 

III. Standard of Review

Review of a decision made by the circuit court upon its 

review of an agency’s decision is a secondary appeal. The 

standard of review is one in which this court must 

determine whether the circuit court was right or wrong in 

its decision, applying the standards set forth in HRS § 91-

14(g) . . . to the agency’s decision.

Dep’t of Env. Servs. v. Land Use Comm’n, 127 Hawaii 5, 12, 275 

P.3d 809, 816 (2012) (citation omitted). An agency’s 

conclusions of law are reviewed de novo, while an agency’s 

factual findings are reviewed for clear error. Camara v. 

Agsalud, 67 Haw. 212, 216, 685 P.2d 794, 797 (1984). 

In order to preserve the function of administrative 

agencies in discharging their delegated duties and the 

function of this court in reviewing agency determinations, 

a presumption of validity is accorded to decisions of 

administrative bodies acting within their sphere of 

expertise and one seeking to upset the order bears “the 

heavy burden of making a convincing showing that it is 
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invalid because it is unjust and unreasonable in its 

consequences.”

In re Hawaii Elec. Light Co., 60 Haw. 625, 630, 594 P.2d 612, 

617 (1979) (citations omitted).

IV. Substantial Evidence Supported the LUC’s Findings That 

the Reclassification Complied with HAR § 15-15-77(b)(6).

On the issue of whether the reclassification violated HAR 

§ 15-15-77(b)(6), the parties largely repeat, before this court, 

the arguments made to the circuit court, and those arguments 

will not be repeated. Before reaching the merits of the issue, 

we must address the lack of specificity in Appellants’ challenge 

to the LUC’s decision and order. Before the circuit court and 

this court, the Appellants did not designate any particular 

findings of fact as clearly erroneous. It was the Appellants’ 

burden, however, to point out specifically which findings of 

fact and conclusions of law were erroneous. MPM Hawaiian, Inc. 

v. Amigos, Inc., 63 Haw. 485, 486, 630 P.2d 1075, 1077 (1981)

(per curiam) (Findings of fact “are presumed to be correct, and 

appellant bears the burden of pointing out specifically where 

they are erroneous.”) It should not be this court’s 

responsibility to search the record in this case for evidence 

supporting the LUC’s factual findings. See Campbell v. DePonte, 

57 Haw. 510, 513, 559 P.2d 739, 741 (1977) (“An appellant’s mere 

challenge of a finding does not cas[t] the onus of justifying it 

on this court. The party seeking to overthrow findings has the 
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burden of pointing out specifically wherein the findings are 

clearly erroneous.”) (citation omitted). 

It was clear in this case that the entire decision and

order was not at issue in this appeal. The Appellants focused 

on the agriculture and urban growth findings, not the 

introductory findings describing procedural matters, the 

petition area, the proposal for reclassification, Castle & 

Cooke’s financial capability to undertake the project, or State 

and City plans; or the hundreds of other findings regarding 

impacts upon the economy, society, flora, fauna, archaeological, 

historical, cultural, groundwater and surface water, parks and 

recreation, and scenic resources; or noise, air quality, highway 

and roadway facilities, water service, wastewater disposal, 

drainage, solid waste disposal, schools, police and fire 

protection, emergency/medical services, civil defense, 

electricity and telephone service, energy conservation, 

commitment of state funds and resources, and conformance with 

State and City land use management plans. 

We remind counsel that Hawaii Rules of Appellate Procedure 

(“HRAP”) Rule 28(b)(4)(C) (2010) requires that an appellant’s 

opening brief concisely state points of error, and, “when the 

point involves a finding or conclusion of the . . . agency, 

either a quotation of the finding or conclusion urged as error 

or reference to appended findings and conclusions. . . .” This 
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court has looked past violations of HRAP Rule 28(b)(4) to reach 

the merits of a case where issues of great importance are at 

stake. See, e.g., Morgan v. Planning Dep’t, 104 Hawaii 173, 

181, 86 P.3d 982, 990 (2004) (“[B]ecause the issues raised in 

the instant case are of great importance [i.e., the Hawaii 

constitution’s recognition of the significance of conserving and 

protecting Hawaii’s natural beauty and natural resources], we 

address the merits of the issues raised . . . notwithstanding 

the [Appellants’] technical violation of HRAP Rule 28(b)(4).”) 

In this case, due to the public interest in the proposed Koa 

Ridge development, we choose to construe Appellants’ appeal as 

challenging the findings of fact reproduced in Section II.A.4 of 

this opinion. Even given this latitude, however, the Appellants 

fail to carry their burden of showing why the LUC’s decision and 

order should not be affirmed. 

The Appellants allege that the LUC improperly weighed the 

evidence before it in determining that the reclassification of 

the Petition lands would not substantially impair agricultural 

production and was reasonably necessary for urban growth. A 

court reviewing an agency’s findings of fact, however must 

“decline to consider the weight of the evidence to ascertain 

whether it weighs in favor of the administrative findings, or 

. . . review the agency’s findings of fact by passing upon the 

credibility of witnesses or conflicts in testimony, especially 
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the findings of an expert agency dealing with a specialized 

field.” Application of Hawaiian Elec. Co., 81 Hawaii 459, 465, 

918 P.2d 561, 567 (1996). Appellants’ attorney acknowledged as 

much before the circuit court, when he admitted, “We’re not 

challenging the expertise [of individuals who testified before 

the LUC] because [the LUC is] entitled to make credibility 

determinations.” 

As such, the resolution of this issue on appeal depends on 

whether the witnesses the LUC credited provided substantial 

evidence to support the LUC’s findings of fact. Substantial 

evidence is “credible evidence which is of sufficient quality 

and probative value to enable a person of reasonable caution to 

support a conclusion.” In Re Water Use Permit Applications, 94 

Hawaii 97, 119, 9 P.3d 409, 431 (2000). In this case, the 

witness testimony the LUC credited (summarized in Sections 

II.A.3.a, b, and c of this opinion) provided substantial 

evidence to support its findings. Therefore, the 

reclassification satisfied the requirements of HAR § 15-15-

77(b)(6). 

V. The LUC’s Decision and Order Omits a Conclusion that the 

Preponderance of the Evidence Shows that the 

Reclassification Does Not Violate Part III of Chapter 205, 

but the Omission is Harmless.

HRS § 205-4(h) (Supp. 2005) requires the LUC to approve a 

proposed boundary amendment only after concluding, by a 
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preponderance of the evidence, that it is “reasonable, not 

violative of section 205-2 [governing districting and 

classification of lands] and part III of this chapter [governing 

Important Agricultural Lands], and consistent with the policies 

and criteria established pursuant to sections 205-16 [compliance 

with the Hawaii State Plan] and 205-17 [listing other LUC 

decision-making criteria].” (Emphasis added). HAR § 15-15-77 

further requires that any approved boundary amendment be 

consistent with HRS § 205A-2 (Hawaii’s Coastal Zone Management 

Program). In this case, in Conclusions of Law 1 and 2, the LUC 

concluded, by a preponderance of the evidence, that the 

reclassification of the Koa Ridge and Waiawa lands were 

“reasonable, not violative of HRS section 205-2 and . . . 

consistent with the policies and criteria established pursuant 

to HRS sections 205-16, 205-17, and 205A-2.” Conclusions of Law 

1 and 2 are erroneous because they omit any conclusion regarding 

part III of HRS Chapter 205. Although the Appellants did not 

challenge these conclusions of law, this court may freely review 

them. Ka Paakai O KaAina v. Land Use Comm’n, 94 Hawaii 31, 41, 

7 P.3d 1068, 1078 (2000). 

Under the circumstances of this case, however, this error 

is harmless because the LUC made separate conclusions to show 

that it recognized the significance of important agricultural 
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lands under the Hawaii State Constitution and Part III of 

Chapter 205:

6. Article XI, Section 3, of the Hawaii State Constitution 

states the following in full: “The State shall conserve 

and protect agricultural lands, promote diversified 

agriculture, increase agricultural self-sufficiency and 

assure the availability of agriculturally suitable lands. 

The legislature shall provide standards and criteria to 

accomplish the foregoing. Lands identified by the State as 

important agricultural lands needed to fulfill the purposes 

above shall not be reclassified by the State or rezoned by 

its political subdivisions without meeting the standards 

and criteria established by the legislature and approved by 

a two-thirds vote of the body responsible for the 

reclassification or rezoning action.”

7. HRS section 205-41 [located in Part III of Chapter 205] 

declares that there is a compelling State interest in 

conserving the State’s agricultural land resource base and 

assuring the long-term availability of agricultural lands 

for agricultural use to achieve the purposes of Article XI, 

Section 3, of the Hawaii State Constitution.

Again, we note that the formal county-initiated IAL designation 

process has not concluded. See

http://mapoahuagland.com/about/faq/ (last visited Apr. 5, 2016). 

Further, the City & County of Honolulu has no intention of 

identifying the Project lands as IAL because they are included 

in county plans calling for urban development. See id. Under 

HRS § 205-47(a), “lands that have been designated, through the 

state land use, zoning, or county planning process, for urban 

use by the State or county” are not subject to county 

identification as IALs. Thus, under the facts of this case, 

reclassification would not be “violative of part III” because 

this particular parcel was not, and would not be, identified as 

IAL. We believe these conclusions of law show that the LUC 
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complied with Part III of Chapter 205 to the extent that it 

could, given the unfinished state of the formal county IAL 

designation process. 

VI. Conclusion

The LUC in this case properly reclassified Castle & Cooke’s 

property from the agricultural land use district to the urban 

land use district. Substantial evidence supported the LUC’s 

findings that the reclassification satisfied HAR § 15-15-

77(b)(6). The LUC’s error in omitting a conclusion of law that 

the reclassification was not violative of Part III of Chapter 

205, by a preponderance of the evidence, was harmless. We 

therefore affirm the circuit court’s decision and order, which 

affirmed the LUC’s decision and order and dismissed the 

Appellants’ appeal. 

DATED: Honolulu, Hawaii, April 6, 2016.

Eric A. Seitz and /s/ Mark E. Recktenwald

Sarah R. Devine 

for petitioners /s/ Paula A. Nakayama

Benjamin M. Matsubara /s/ Sabrina S. McKenna 

and Curtis T. Tabata

for respondent /s/ R. Mark Browning

Castle & Cooke

Homes Hawaii, Inc.

Bryan Yee and 

Diane Erickson 

for respondent 

Office of Planning