464, 476 (10th Cir. (Doc. at 25:24-26:22 (Q: Would you have recommended that sale if you knew that Ridgewood had an interest in making an offer to Philmont, but refrained from doing so based on what Concert Golf - Concert saying they could get a better deal, would you still have recommended that deal? at 1, 88. 100-5, Ex. No. This is a fact basic to the transaction.) with id., illustration 4 (A sells to B a dwelling house, knowing that B is acting in the mistaken belief that a highway is planned that will pass near the land and enhance its value. (See Doc. No. . (Id. NPT planned to develop the Property and sell the developed lots to NVR to build homes. NPT counters that New Jersey law applies, citing to a choice of law provision in the Confidentiality Agreement. ), The Initial Capital Projects and Phase II Capital Projects delineated in the PSA's exhibits are identical to the capital improvement projects outlined in CGP's November 1, 2016 proposal to PCC, with one exception: moving and constructing a new maintenance facility was not part of the original proposal. Tom Kubik, the president of Plantation Golf and Country Club, told the Venice Gondolier Sun that inaddition to the reinvestment program, CGP willimmediately redeem all resigned member equity, exchanging current member equity redemption rights for those improvements.The full article about the sale of PGCC is availablehere. (See Doc. No. Trade & Fin. (Doc. No. (Id.) . . 2:22-CV-00328 | 2022-01-26, U.S. District Courts | Civil Right | 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? at 70-71. No. No. 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. ), Meyer is a financial planning and investment advisor. (Doc. 1.) Like their neighbors, several Concert Golf Partners employees experienced damage to their homes and their hardship did not go unnoticed. On September 10, Silverman provided Nanula with the requested information and noted that [t]he real estate deal [was] with NVR, Inc. not Toll Brothers. (Doc. No. 1996)).) And, even to the extent that a statement about the mere intent to make an offer (i.e., a promise to make a promise) is a partial or ambiguous statement, as NPT posits, the Ridgewood Defendants are the ones who purportedly made this statement to PCC-not the Concert Defendants. Nanula testified that he chose to work with Ridgewood instead of NPT because he had found out that some of NPT's principals had criminal convictions and CGP tends to avoid people with criminal records in [its] business dealings. (Doc. 17-1694, 2018 WL 827433, at *5 (E.D. 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. No. 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.) . 16 (October 19, 2018 resignation email from Mitch Russell, stating, There is no regard for the agreement between Philmont and Concert golf [sic] and I will clearly go on the record of saying Concert stole Philmont and to date has yet to live up to any of the declarations in the agreement . 100-20, Ex. However, it may take years before a resigned member actually gets their check. Two days later, on November 4, Plotnick responded, I completely understand what you are trying to do and I think your proposal is pretty close; he believed they had the basis for a deal, with just a few minor tweaks. This case was filed in U.S. District Courts, Florida Middle District. Not interested).). 100-26, Ex. (Doc. The Court held oral argument on the motions on July 19, 2022. Nos. A Ultimately, PCC rejected NPT's proposals. Meyer responded, Marty [Stallone] seems like a good guy but that's your call. (Id. A. Viewing all the facts in the light most favorable to Plaintiff and drawing all inferences in its favor, the Court finds that a reasonable juror could conclude that the Concert Defendants' actively concealed their relationship with Ridgewood from PCC. See Gnagey Gas & Oil Co., 82 A.3d at 501-02 (explaining difference between passive concealment and mere silence versus active concealment and suppression of the truth). Rumsey identifies no other interaction with RLH that would constitute a business transaction. Id. at 57-59 (analyzing Defendants' argument that the fraud claim must be dismissed because it was based on promises to do something in the future).). No. 100-28, Ex. Whether the Concert Defendants and/or Ridgewood Defendants Were Parties to a Transaction with PCC, The Concert and Ridgewood Defendants argue that summary judgment is mandated on the fraudulent concealment and fraudulent nondisclosure claims because 550 and 551 of the Restatement impose liability only on one who is a party to the transaction and CGP, Nanula, Ridgewood, Plotnick, and Grebow were not parties to the PSA. The Initial Capital Projects were to be completed within two years of the closing date (i.e., before March 2019). (See Doc. A: . (Doc. Scrape $2.5m here.').) (Doc. ), On February 1, PCC's membership voted to approve the PSA. Nos. P.) The following day, on December 1, Stallone sent Nanula the draft of the text amendment he presented to Lower Moreland Township's Board of Supervisors at its September meeting related to zoning. . (Id. Ins. No. See Wen, 117 F.Supp.3d at 683. (Doc. . On October 26, Nanula toured the Philmont Club. . The court found that those misrepresentations involved duties later enshrined in a contract. Id. Pa. Jul. But that information related to the amount of money CGP intended to spend on capital expenditures, not Ridgewood and CGP's relationship. In so holding, the Court emphasizes that NPT asserts this claim-and all other claims-as assignee. W at 36:20-37:13.). ] (emphasis added)).) Those who do decide to join with be charged lower club fees, such as $12,550 per couple for golf, roughly half the amount now charged. Uhm, the bunkering that they've done . ), 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. If zoning approvals were obtained from the Township, the Property could yield more units. 100-2 at 25.) Under either New Jersey or Pennsylvania law, actual damages need not be established to survive summary judgment on a contract claim. 5:22-CV-01011 | 2022-03-16, U.S. District Courts | Civil Right | A grant of summary judgment on the sole basis of absence of provable damages, therefore, is generally improper. 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. 17-cv-00209-RM-NYW, 2015 WL 1517022, at *4 (D. Colo. Mar. Accordingly, we grant summary judgment to all Defendants on Counts IV and V. In Count VI, NPT, as assignee, asserts a breach of contract claim against Ridgewood, alleging that Ridgewood breached a confidentiality agreement with PCC by disseminating PCC's confidential information to two separate entities, ClubCorp and Morningstar Golf & Hospitality, LLC. No. Last, it provided that at closing, PCC would grant NPT a credit against the purchase price in the amount of $375,000; however, if NPT's costs to construct and install the clubhouse were less than $1.6 million, the purchase price credit would be decreased by one-third. 149-1 at 11, 52; Doc. 2:22-CV-00358 | 2022-01-27, U.S. District Courts | Civil Right | They have an outstanding team that truly care for their clientsI have been awarded a fair six figure settlement. The Court is not persuaded. A. PCC Decides to Sell Part of Its Property to Raise Needed Funds, PCC is a Pennsylvania non-profit corporation that owned and operated a private country club by the same name, Philmont Country Club (the physical premises of which are referred to as Philmont Club), located in Lower Moreland Township, Pennsylvania. The Class files its Motion for Rehearing of Summary Judgment filed. 100-5, Ex. No. Corp. USA, Inc. v. Am. 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. at 22.) No. Nanula testified that, at that time, he did not know that Ridgewood had discussions with PCC about a potential deal. 149-1 at 33.) 100-29, Ex. The PSA was executed on February 6 by Nanula on behalf of Concert Philmont and Concert Philmont Properties and Meyer on behalf of PCC. Scrape 2.5m here.; and (3) Split remainder 60-40. (Doc. CC; Doc. The fact of the matter is that PCC was distressed and in need of capital; that CGP and Ridgewood took advantage of PCC's financial woes does not make the Defendants' actions unlawful. Pennsylvania has adopted the Restatement (Second) of Torts 550, which imposes liability for intentional concealment of material information regardless of a duty to disclose.). . 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. 149-1 at 161, 42.) For these reasons, the Court finds that Ridgewood is not a party to a business transaction for purposes of 551 and grants summary judgment to Ridgewood on NPT's fraudulent nondisclosure claim against it. (Doc. A.) 100-5, Ex. That is not what this Court held. a. (See Doc. No. On 06/06/2016 Polge filed a Civil Right - Employment Discrimination lawsuit against Concert Golf Partners, LLC. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. (See Doc. ), On October 21, Plotnick emailed Nanula [his] initial thoughts to a structure of a deal between CGP and Ridgewood at PCC. No. (I assume that the first $5MM or some negotiated portion of that money committed as additional CapX spend will probably satisfy the members.). Plotnick and Meyer spoke on the phone on October 5, October 10, and October 13. 37 to Ex. On 06/06/2016 Polge filed a Civil Right - Employment Discrimination lawsuit against Concert Golf Partners, LLC. No. 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. (See Doc. And there is insufficient evidence in the record from which a reasonable juror could find that Ridgewood and CGP's relationship-and their subsequent profits-were basic to the transaction. (Doc. . 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. 100-34, Ex. 149-1 at 120, 123. Deadline for The Class to appeal to the 2nd District Court of Appeals. The Motion by Concert Plantation and PGCC to continue/delay the trial is DENIED. Metropolitan and NPT were at times referred to interchangeably in the record. He already knew about you and had been on your website. ), The next day, on September 26, NPT sent PCC a proposed Ninth Amendment to the AOS. I think that shows we are for real and committed to getting this deal done.). at 62:1-10 ([The Court]: Do you have a case that shows Concert and Ridgewood couldn't do what they did; in other words, two companies can't make plans to acquire a company together unbeknownst to the seller? No. No. a, the Court considers whether there is a genuine issue of material fact as to whether the Concert Defendants intentionally prevented PCC from acquiring material information. Section 551 imposes liability when one . NPT opposes the motions. ), On September 12, Nanula sent several follow up questions to Silverman, which Silverman answered. So, the country club chose profit over people. 53 at 58).) A (agreement between NPT and PCC, stating that the land to be sold is comprised of approximately 61.60 gross acres); id., Ex. 116 at 29 (citing Ex. 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"). the capital investments being implemented with regard to the two required capital phases under our Agreement of Sale . X at 67:11-13; see also id. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. 117 at 24 n.4.). Because NPT was unable to terminate the AOS with PCC without NVR's written consent, it asked NVR to determine whether it would consent or whether it would prefer for NPT to assign the AOS to NVR. 1 at 226-41. No. In allegedly creating the mayhem, Coutu became part of the transaction.). Absent a viable claim of fraud, the Foundation could not have aided and abetted any tort.). NPT also named Concert Philmont, LLC, Concert Philmont Properties, LLC, and Ridgewood Philmont, LLC as Defendants in its original Complaint. We disagree. Anderson, 477 U.S. at 255. Plaintiff North Penn Towns, L.P. (NPT), as assignee of Philmont Country Club (PCC), has sued Concert Golf Partners, LLC (CGP) and Peter Nanula (the Concert Defendants) and Ridgewood Real Estate Partners, LLC (Ridgewood), Jonathan Grebow, and Michael Plotnick (the Ridgewood Defendants) (collectively, Defendants) for fraud, fraudulent nondisclosure, and fraudulent concealment under Restatement (Second) of Torts 550 and 551, aiding and abetting fraud, and breach of contract. A copy of the meeting notes is available by clicking on the document to the right. MM at 187:23-188:1.) W at 54:10-22 (Q: . No. . 100-5, Ex. 59.) ), K. PCC Members Are Dissatisfied and Unhappy in the Years Following the Sale, In the years following the sale, many Club members resigned because they were displeased with how the deal panned out and how the Club changed. In other words, refund plans for resigned members are moving forward even with the sale of the country club. (See Doc. The new amount is a fraction of the refund resigned members are entitled to at the time of resignation. (See Doc. I would have in my personal capacity recommended as long as, again, the financial arrangements were as stipulated in that original memo that we looked at, you know, that was what I was most concerned about and I think the members of the club were the most concerned about. (emphasis added)).) at 28:8-21 (Q: If you found out, if you learned before the sale of the club to Concert Golf, if you found out Ridgewood was going to make an offer with an increased amount but did not do so because Concert instructed Ridgewood not to make an offer, had you out about that, would you still have recommended the sale of the club to Concert Golf? ), Ridgewood Philmont, LLC is a special-purpose entity created by Ridgewood for the sole purpose of entering into the DSA with Concert Philmont. No. (See id. 100-35 at 25-27.) See Restatement (Second) of Torts 551(2)(a)-(e). However, NPT advised NVR that it would terminate the AOS effective Friday, September 16 (two days later) if it did not receive written notification from NVR advising which course of action it had chosen. (See id. . Concert Plantation and PGCC file a Motion to freeze the lawsuit until the Appeals Court rules on Class Action Certification. We are all-cash investors because we believe great clubs See, e.g., Plexicoat Am., LLC v. PPG Architectural Finishes, Inc., 9 F.Supp.3d 484, 487-88 (E.D. No. 124-1 at 11-12. Nanula also presented a counter-proposal on the real estate deal, which included first, splitting the entitlement costs 50-50, second, CGP tak[ing] the next $7m . The Court concludes there is not. On November 30, 2016, after learning that CGP had an interest in acquiring Philmont Club, Marty Stallone, an Executive Vice President at Metropolitan, sent Nanula the AOS between NPT and PCC, along with the Eighth Amendment. For many members, the refund amount was 80% of the equity membership fee in effect on the effective date of resignation. Silverman was but one vote. A.) A: Possibly. (emphases added)).) Not interested. (Doc. Nor was he aware of anyone from Ridgewood professing such concerns to any other PCC Board member or club member. 14 to Ex. (Doc. 100-2 at 23-24; Doc. No. DD at 5.5(k). There is scant case law on what constitutes a party to a transaction under 550 and a business transaction between parties under 551. . See 66 F.3d at 611. A; Doc. 100-24, Ex. Those eligible for the class action lawsuit include all individuals (or their guardians or estate representatives) who resigned their equity memberships before January 1, 2016, and have not received their full refund amount. 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.). Plotnick also suggested that Nanula get feedback from Meyer and PCC's Board before putting their agreement in writing. Contra Youndt, 868 A.2d at 551 (Appellants have alleged that Appellees knew of a defect in the sewage system that will cost approximately $28,000 to repair. As you also are aware, you have the option under Paragraph 3(b) of the Collateral Assignment Agreement for [NPT] to assign the AOS to NVR, Inc. 2:19-CV-04540 | 2019-10-01, U.S. District Courts | Labor | Public Records Policy. Litig., 90 F.3d 696, 714 (3d Cir. . (Id. W at 111:19-112:7. 100-5, Ex. B at 51:7-12 (Q: Are there other individuals affiliated with Metropolitan Development Group that provided an advisory role to North Penn Towns, LP? In other words, the minimum purchase price was based on a lot yield of 160 units (rather than the 162 lot yield initially envisioned), and the overall purchase price was changed from $12.2 million to $12,049,382.40. Further, there is no evidence from which a reasonable juror could find that the profits Ridgewood and/or CGP stood to gain were material to PCC. (Doc. 100-28, Ex. . After the call, Nanula emailed Fields, attaching a signed non-disclosure agreement and requesting information about PCC, including detailed income statements, [a] listing of recent capital improvements made, and the current list of potential capital projects (with estimated scope and costs, if any) that are being considered, and [a] summary of your current real estate deal and the Toll [Brothers] deal. (Doc. CGP proposed to (1) pay off PCC's approximately $963,000 in debt, (2) assume or restructure capital leases and other obligations, (3) make approximately $4 million of initial capital improvements to Philmont Club within 12 to 14 months, (4) commit to fund ongoing capital reserve at three to four percent of revenues (approximately $1 million over five years), and (5) upon the sale of the Property in two to four years, make an additional approximately $5 million in capital improvements. No. 1.) Namely, the FFE Agreement provided that the defendants would provide cash and all finance advisory services necessary to generate earnings, the plaintiff would receive 99.9% of the net profits, and when the FFE was dissolved, the plaintiff would receive distributions equal to $4 million. According to Meyer, Brown Golf Management both own[ed] clubs and served[d] as a management company for clubs across the country, and PCC had roughly a two-year relationship with them. (Doc. MM at 149:22-150:4.) All future club required CapX will be the responsibility of Concert; and [t]hird, 60/40 (Concert/Ridgewood) of all additional proceeds. (Id.) 100-5, Ex. When resigning from a PGCC equity membership, members go on a waiting list to get refunds. Notably, Defendants fail to cite to any applicable case law to support their position. (emphasis added)).) No. ), About a week later, on September 14, NPT provided NVR with formal notice of [its] intention to terminate the AOS. (See Doc. at 150:5-11. (KARPF, ARI) (Entered: 12/31/2018), U.S. Courts Of Appeals | Other | (Doc. 116 at 25 (addressing only whether there was a business relationship between PCC and CGP/Nanula, as they were discussing a business transaction, not whether CGP and Nanula were parties to the business transaction).) As noted above, the Restatement does not provide that a duty to disclose arises where one party is the only source of information to the other party. Bucci also cites to Duquesne Light Co. v. Westinghouse Elec. 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. Ins. Nanula also stated that Ridgewood's proposal juices our normal deal returns nicely. (Id.) A. 100-5, Ex. After CGP Submits Its Proposal to PCC, CGP and Ridgewood Continue to Discuss Working Together and a Potential Deal, On November 2, Nanula emailed Plotnick to bring him up to date on PCC's reaction to CGP's proposal to purchase Philmont Club. See Schutter, 2008 WL 2502132, at *2, *6-7 (granting summary judgment on fraudulent omission claim under 551 and holding that a hostel's bed capacity was not basic to the transaction, even though the plaintiff only purchased the hostel based on his understanding that the hostel had a 70-bed capacity and sought to cancel the agreement of sale after learning that the hostel's bed capacity was in fact only 54 beds). Equal Employment Opportunity Act (EEOA) - 42 USC 2000e 100-25, Ex. A. However what surprised us most was the high level of excellent customer service from the firms staff! 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). 100-38, Exhibit GG.) At bottom, aside from Ridgewood's initial interest in making an offer to purchase a portion of the Property or the entire club, NPT has not identified- let alone pointed to any evidence of-any interaction that PCC had with Ridgewood that would constitute a business transaction. Ridgewood 's proposal juices our normal deal concert golf partners lawsuit nicely ] seems like a good guy but that related... 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