Therefore, I am respectfully requesting for you to determine which course of action you like us to proceed [sic][.]).) No. To get in contact, fill out the form below, or call 888.952.5242. CONCERT GOLF PARTNERS waiver sent on 12/31/2018, answer due 3/1/2019; CONCERT PHILMONT, LLC waiver sent on 12/31/2018, answer due 3/1/2019. No. . Judge issues Order denying the rehearing requested by The Class. No. Ridgewood appears to argue that Pennsylvania law applies. (Id. A (I thought it would be proper' for us to advise Tom [King with NVR] that we are going to let the agreement expire in some manner.). No. at 34; accord Doc. 116 at 29. 59 at 36.) To that end, the crux of the original fraud claim pertained to Ridgewood and CGP's alleged misrepresentations as to the riskiness of developing the Property, not capital expenditures. v. PNC Fin. 149-1 at 75; Doc. No. almost needs to be all redone again. 100-2 at 25.) In other words, refund plans for resigned members are moving forward even with the sale of the country club. Lake Mary, FL and Santa Monica, CA April 21, 2022 Concert Golf Partners (Concert Golf, CGP or the Company) announced today that it has received an investment from Clearlake Capital Group, L.P. (together with its affiliates, Clearlake). Inc., 811 A.2d 10, 14 (Pa. Super. Discovery Inc. is suing Paramount Global, saying its competitor aired new episodes of the popular animated comedy series South Park after S.) Stallone stated, Yes, but that was with all the environmental and zoning contingencies that you said the club was no longer interested in accepting. (Id.) For example, on November 19, two days after PCC's Executive Committee voted to accept CGP's proposal, Nanula told Plotnick that the Board want[s] to move fast and get this closed asap. (Id.) 2:23-CV-00344 | 2023-01-27. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. 10; Doc. No. ), L. Meyer and Silverman Later Learn About CGP and Nanula's Discussions and Are Disconcerted, Meyer did not learn that CGP and Ridgewood had been working together until after the sale. In light of Nanula's suggestion that they split the profits 60-40, Plotnick proposed that Ridgewood and CGP also split the due diligence and entitlement costs pro rata, or 60-40. We need active, independent management expertise and an immediate infusion of operating and capital support.). Because a party to a transaction is broader than a party to a contract, the fact that CGP and Nanula were not parties to the PSA is not dispositive. Under the proposed Seventh Amendment, the minimum purchase price would be revised to $12,049,382.40-i.e., $75,308.64 multiplied by 160. See LEM 2Q, LLC, 144 A.3d at 182 (Here, Guaranty was a party only to the escrow and thus had no duties toward LEM in the mezzanine loan transaction. by concealment or other action intentionally prevents the other from acquiring material information. Restatement (Second) of Torts 550. (See Doc. (See, e.g., Doc. No. ), On February 1, PCC's membership voted to approve the PSA. And, like RLH, Ridgewood ultimately did not contract to buy anything from PCC. When the bankruptcy court did not approve the sale, Pueblo Bank & Trust Company, LLC (PBT) purchased the property at a bankruptcy auction and then transferred the land to RLH. . 149-1 at 204. 100-5, Ex. Equal Employment Opportunity Act (EEOA) - 42 USC 2000e A (Sent Glenn a proposal yesterday . (See id. 22 to Ex. at 501-02 (quoting Colton, 231 F.3d at 58 898-99). To change redemption bylaws, 100% of the resigned members waiting for refunds must agree to any changes. No. Plotnick testified that at the time, Ridgewood was interested in potentially purchasing either the entire Club or just a portion of it for land development. 125-3, Ex. So, this means that over 500 people are affected by the decision to change equity membership refund amounts, without giving proper notice or the opportunity to be heard. Founded Date 1986. 140-1 at 49. (Id. 100-5, Ex. ), Ridgewood and CGP continued to keep in touch as things moved ahead with CGP and PCC. In addition, the Gaines court did not hold that the plaintiffs in that case were parties to a transaction or involved in a business transactional relationship. (Doc. (See Doc. North Penn Towns LP v. Concert Golf Partners LLC, et al, PIERRE, BELLANDE V CONCERT INDIAN SPRING LLC, NORTH PENN TOWNS, LP v. CONCERT GOLF PARTNERS, LLC et al, Golladay v. Ryman Construction, Inc. et al, Acosta v. Texas Department of Criminal Justice. 2 to Ex. 100-5, Ex. (Doc. But no reasonable juror could find from these facts that Ridgewood was a party to a business transaction. Deposition of Class Representative P. McGowan, Deposition of former PGCC Club Manager J. Leinaweaver. at 120:10-121:2 (I mean everything that they undertook required it to be redone or needs to be redone again . Concert Golf offers a personalized and curated approach to partnership and operates 27 private golf and country clubs nationally, including former developer-owned clubs and longtime member-owned clubs. No. 100-5, Ex. 100-26, Ex. No. . 7 at 426:12-15.) 100-5, Ex. ), In a February 16, 2017 email from Nanula to Moran, Nanula described the waterfall/CGP's agreement with Ridgewood as follows: (1) Repay $1m entitle[ment] costs to each, 60-40; (2) Next $7m to CGP for land.' Q: If you had known that Concert and Ridgewood were anticipating millions in extra profit from the deal, would you have thought differently about the deal that Concert was offering to Philmont Country Club? Landsberg lodged a similar complaint. . W at 119:20-120:6; see also id. ), Plotnick anticipated that the fully entitled residential development for approximately 160 age restricted townhomes is worth between $12-$14 million to a builder. (Id. . 149-1 at 161, 42.) NPT follows this by saying, There is no dispute that the Defendants did not disclose their relationship or [sic] working together to Philmont NPC. (Doc. . 9 to Ex. Hearing before Judge McHugh on motions to continue/delay hearing and trial. No. 116-4, Ex. (Doc. (Id. No. 100-5, Ex. X at 10:8-13 (Meyer's and Silverman's testimony that they both resigned).) 100-5, Ex. was basic to the transaction. (See Doc. In their motions for summary judgment, Defendants argue that the 550 and 551 claims should be dismissed because the Concert and Ridgewood Defendants were not parties to a transaction with PCC; Defendants did not owe PCC a duty to speak and therefore a fraudulent nondisclosure claim cannot lie under 551; and NPT has failed to produce evidence showing active concealment under 550. 20 to Ex. No. PCC never obtained a current appraisal for the Property or the entire club. In re Rumsey Land Company, LLC is instructive as to whether the Ridgewood Defendants were parties to a business transaction under 551. ), The Phase II Capital Projects were subject to change arising from consultation with the new Club Advisory Board; New club member surveys; input and recommendations by [Concert Philmont's] operating consultants and experts; and Concert Philmont's refinement of the scope of such items after closing, at its discretion. (Doc. . 149-1 at 158; Doc. 100-10, Ex. 100-5, Ex. Warner Bros. The mere fact that Ridgewood showed interest in making an offer to PCC and followed up with telephone calls does not mean that they were parties to a transaction, whether business-related or not. Agreed Order is entered by the Court to simplify the discovery process. WebAbout Concert Golf Partners. ), The following day, July 23, NPT and PCC entered into an agreement of sale (AOS), pursuant to which PCC agreed to sell the Property to NPT for $12 million, assuming a yield of 162 lots. 1.) 100-21, Ex. . A: . No. To the contrary, the evidence shows that PCC did not even attempt to create a bidding war to drive up the sale price to increase its own profit when it received NPT's revised proposal in December 2016. ), In its response, NPT asserts that the Concert Defendants' argument that the gist of the action doctrine bars the fraud claim necessarily fails because the Court already found the gist of the action doctrine inapplicable. (See Doc. (See Doc. . We disagree. Nonetheless, even finding that Concert Defendants actively concealed their relationship, there is no evidence that this relationship was material information that deceived PCC into entering into the PSA. 100-23, Ex. 149-1 at 90. And PCC did not push back or drive a harder bargain to get CGP to expend more money on capital improvements following the sale of the developed Property-things that could have increased its own profit as well. (Id. (Id.). (ii) to honor its commitment to retain 9 holes of the South Course (or to at least offer an acceptable alternative in light of its refusal to comply with the terms of our Agreement of Sale regarding the South Course), (iii) to provide evidence of the capital it has spent to date, (iv) to provide evidence of its retention of the capital reserves generated as a percentage of Member revenues as required under our Agreement of Sale, and (v) to create and implement a business plan that honors its obligations under our Agreement of Sale to return Philmont to an elite' country club status. (emphasis added)). . No. . 100-5, Ex. at 45:23-47:2. 100-34, Ex. Anderson, 477 U.S. at 252. 1996) (citation omitted). In sum, because the representations concerning capital improvements that Plaintiff alleges fraudulently induced PCC to enter into the PSA were ultimately incorporated into the PSA, NPT's fraud claim sounds in contract, not tort, and is barred by the gist of the action doctrine. There, the court held that the defendant, Gnagey, actively concealed eight abandoned tanks from the plaintiff, the Fund, which provided coverage to storage tank owners. 2019). at 79-80; id. 125-1 at 76 (Nanula gave Meyer his preliminary thoughts on a proposed transaction); id. ), Meyer testified that PCC hired Brown Golf Management as a consultant to help [it] run and operate the club, hopefully more efficiently than PCC had been running it. F at 241:24-243:10; see also id. Nanula assured Meyer that CGP would find the right people to get this land transaction done. (Id.) 30, 2021) (finding that the gist of the action barred fraudulent inducement claim where the plaintiffs alleged that the defendant never intended to pay the plaintiffs the compensation they were promised under their contracts). PGCC and Concert file their reply objecting to the request for rehearing by The Class. [I]f you knew that Mr. Nanula was promising to spend $5 million to you, but in reality he was planning to actually spend less than $5 million, would you have still voted to sell the club to Concert Golf? No. NPT is correct-it is undisputed that Defendants did not disclose that they were working together. Nanula concluded, If we can pull this off, we could get back some of our initial risk capital from future real estate proceeds - maybe zero, maybe never - and this prospect allows us to be interested in PCC. (Id., Ex. 14 to Ex. A (showing that CGP stated that, upon closing of a real estate transaction on the 60-acre Property, it would commit to fund $5 million in a second phase capital projects). 1 at 177-85.) Viewing the facts in the light most favorable to NPT and drawing all inferences in NPT's favor, the Court infers from the fact that Plotnick and Meyer had several phone calls in October 2016 that there were ongoing discussions about Ridgewood's interest in purchasing a portion of the Property or the entire club. 3 to Ex. at 682-83. As noted above, the 551 claim against the Ridgewood Defendants cannot stand because they were not parties to a business transaction. Nanula wrote, If so, great - we will move ahead on our club deal, and start working with you on the real estate deal. (Id.) 2008) (quoting eToll v. Elias/Savion Advert. 384, 387 (3d Cir. 149-1 at 60.) Critically, these allegations involve duties that were outlined in the PSA. The new amount is a fraction of the refund resigned members are entitled to at the time of resignation. 124-1 at 11-12. . No. Judgment will be entered against a party who fails to sufficiently establish any element essential to that party's case and who bears the ultimate burden of proof at trial. ), Following Plotnick and Meyer's October 10 phone call, Nanula had a 42-minute conversation with Plotnick. 149-1 at 169. NPT has not cited a single case suggesting that an individual or entity can be held to have a duty to disclose and be responsible for clarifying a partial or ambiguous statement that it did not make. (Id. . with Doc. Disagreements over what inferences may be drawn from the facts, even undisputed ones, preclude summary judgment. The Club at Renaissance, Concert Golfs most recent acquisition, is located within an exclusive South Florida community. Please Update this case to get latest docket information. ), NPT. In a later email, he also attached a much more likely-and more detailed-list of our initial capital projects at Philmont CC, which were [n]ot to be shared with [opposing counsel] or Seller. (Id. X at 67:11-13; see also id. 20 to Ex. On December 6, Stallone, on behalf of NPT, sent Marina Katz, a PCC member, an offer to purchase the Property for $5 million. In arguing that CGP and Ridgewood's relationship was a fact basic to the transaction, NPT cites only to Meyer and Silverman's testimony. Although this Court has held that CGP and Nanula were not parties to the PSA (see Doc. Concert Plantation & PGCC file their Motion for Summary Judgment to have the Court decide the breach of contract issue as well as decide whether the Receipt & Release forms signed by certain class members is valid. j, illustration 3 (A sells to B a dwelling house, without disclosing to B the fact that the house is riddled with termites. No. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, No. We disagree. (emphasis added). A.) No. ), J. PCC Decides Not to Pursue a Deal with NPT. 12 to Ex. (See Doc. A (September 23, 2016 email from Plotnick to Meyer about wanting to discuss a potential relationship at Philmont); Doc. 100-2 at 8-22.) Although the dictionary gives as an example a party to the contract,' the Court does not consider that to be the universe of parties who can take part in a transaction. (quoting Black's Law Dictionary 1297 (10th ed. Ultimately, only Concert Philmont took title to any property. at 40:16-42:21 (Q: So given that, given your goal of maximizing return, if two potential bidders are - if they are talking with one another about their offers, would you agree that by doing that they are interfering with your goal to maximize the return for the members? This portion of Silverman's testimony largely goes to his dissatisfaction with the Concert Defendants not doing what they promised to do under the terms of the PSA (i.e., that they did not intend to follow through with the PSA, even before the PSA was executed) and Nanula's lack of honesty: This portion of Meyer's testimony relates to the capital expenditures CGP promised to make (i.e., its contractual obligations). a fact that he knows may justifiably induce the other to act or refrain from acting in a business transaction . 5354.) A). [A]: I'm not sure whether there is a case that talks about two companies cannot do that.).). 100-19, Ex. . No. Amanda Ellen B. Clay(Designation Retained), Gabrielle Elizabeth Klepper(Designation Retained). And the golf course has not really been improved, uhm, to the level that it needs. We are taking the risk in this scenario, not the club.); accord id., Ex. . ), filed by JAMES STEVENS. (emphasis added).) No. If zoning approvals were obtained from the Township, the Property could yield more units. ; see also id. Consequently, the minutes of this meeting proves the board members and legal committee were aware of the Self Serving Business Practices in use when changing redemption bylaws without consent. No. 59 at 26-27 (Count I).) No. No. 13 to Ex. Pa. 2009) ([S]everal district courts evaluating the gist of the action doctrine have held that fraudulent inducement claims are still barred when the fraudulent statements made during negotiations becomes the basis for a subsequently executed contractual duty.). (Id. (Doc. The illustrations to the comment make clear that a fact can be important and still not go to the essence of the transaction-and therefore would not constitute a basic fact giving rise to a duty to disclose. (Id. 100-5, Ex. The plaintiff alleged that defendant Willis fraudulently induced him to enter into a contract (the Foxcode Far East LLC Agreement (the FFE Agreement)) and provide defendants Willis and Foxcode with $4 million by falsely representing that if he placed a $4 million investment with them, they would manage the money for his benefit, deliver a return on the investment, and guarantee that the $4 million principal would ultimately be returned in full once the investment was completed. They persevered to bring the hard-nosed Manufacturer to settle and provide me some recompense for everything I had to endure which led to this suit. We paid $18,000, then it went up to $21,000, then it went to $30,000, he said, referring to the value of his equity. (KARPF, ARI) (Entered: 12/31/2018), U.S. Courts Of Appeals | Other | CC (describing CGP as a boutique private club owneroperator). PCC, NVR, and NPT met the next day, September 7, to discuss these issues. 173.) No. (See Doc. M, with Doc. Pa. 2013) (Haywood's motion for summary judgment must, therefore, be denied because the University, if it proves the other elements of a claim for breach of contract, may be entitled to nominal damages.). Case Details Parties. 100-17, Ex. As noted above, a defendant can be held liable under 551 only if there is a duty to disclose. NPT cites two cases for the proposition that the question of materiality cannot can be decided at the summary judgment stage unless the issues are so obviously important that reasonable minds cannot differ on the question of materiality. (Doc. Mr. Christian was a legal advisor for the Special Operations Aviation Command and served as a legal assistance attorney for the XVIII Airborne Corps in Fort Bragg, NC, where he also served as the Chief of the Federal Litigation Division. Silverman testified that, had Ridgewood reached out to. No. Deposition of Corporate Representative for Concert Golf Partners, LLC, Deposition of Corporate Representative for Concert Plantation, LLC, Deposition of Corporate Representative for Concert Golf Partners Holdco, LLC, Deposition of Corporate Representative for Golf GP II, LLC, Deposition of Corporate Representative for PGCC. at 29; see also Doc. 13 (September 27, 2016 email from Plotnick to Meyer, stating, Thanks again for taking the time to speak with and tour Jonathan and I today. (See Doc. 116-16) pertaining to capital improvements and appears entirely unrelated to trying to hide or deceive PCC as to CGP and Ridgewood's relationship); Doc. NPT relies on the evidence of disgruntled members to support its contention that Ridgewood and CGP's relationship was material. The Court dismissed the fraud in the omission and fraudulent concealment claims, determining that Defendants did not owe PCC, which was a sophisticated entity engaged in an arms-length business transaction, a duty to speak. Pa. Oct. 23, 2015) (Plaintiffs in this case fail to allege an actionable underlying fraud that the Foundation could have aided and abetted . Nanula made the following request: For now, I hope you guys will stand back, profess some concerns about the real estate risks, and just wait to see if I can strike a better deal for all of us here. (Id. (Doc. A. Even viewing the evidence in the light most favorable to Plaintiff, the Court cannot find evidence from which a reasonable juror could infer that knowledge of CGP and Ridgewood's relationship would have changed PCC's course of action or the result (i.e., no reasonable juror could find that disclosure of their relationship would have led to a bidding war and, therefore, increased profits on PCC's behalf). Therefore, based upon your proposal of a 60/40 split of the profits, we propose splitting all due diligence and entitlement costs 60/40 (Concert/RW). 100-28, Ex. 53 at 53 (Because CGP and Nanula were not parties to the PSA, the integration clause does not apply to them and NPT's fraud claims against them survive the motion to dismiss.)), courts have stated that an individual can be a party to a transaction for purposes of 550 and 551 liability even if they were not a party to the contract itself. at 113. Company Type For Profit. 3 to Ex. (Id. ), On September 9, two days after the meeting, counsel circulated a proposed Seventh Amendment to the AOS, which included purchase price adjustments. Co., 920 F.Supp. 116-8, Ex. (Id. ), Age Discrimination in Employment Act (ADEA) - 29 USC 621-634 5 to Ex. Specifically, NPT alleges that CGP falsely represented that it would make $4 million in initial capital improvements upon acquiring PCC and another $5 million in capital improvements upon the sale of the Property when, in fact, it never intended to expend[] the full amount or engage in those projects as represented. (Id. 100-5, Ex. 1. No. ; see also id. Nanula told Plotnick, however, that if a consensus was not reached, Meyer may come back to you, and ask for $7m instead of $5m. (Id.) 59.). 100-35, Ex. 100-5, Ex. Because the gist of the action doctrine analysis is dispositive and bars NPT from bringing its fraud claim against the Concert Defendants, the Court does not address the Concert Defendants' other arguments as to why summary judgment is warranted on the fraud claim. NPT also named Concert Philmont, LLC, Concert Philmont Properties, LLC, and Ridgewood Philmont, LLC as Defendants in its original Complaint. No. According to Plotnick, Meyer told him the due diligence period was about to expire and PCC was not willing to extend the due diligence period again. . (See Doc. Id. In addition, although the Court recognizes the distinction between 550 and 551 (i.e., the language of a party to a transaction versus party to a business transaction), the Court finds that the same reasoning applies here with respect to whether the Ridgewood Defendants were a party to a transaction for purposes of 550-NPT has not identified any transaction to which PCC and the Ridgewood Defendants were both parties. They were not parties to a business transaction 29 USC 621-634 5 to Ex action! Answer due 3/1/2019 appraisal for the Property could yield more units to approve the PSA 's membership to..., September 7, to the level that it needs the request for by! I mean everything that they both resigned ). ). ). ). ) ). 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