No. Plotnick added, In the meantime, we will continue to stand on the sidelines and let you do your thing. ), Philmont independently of Concert . ), On December 20, NPT sent Meyer a revised proposal to buy the Property. (Doc. ), On January 19, 2017, PCC's Executive Board voted to approve the Purchase and Sale Agreement (PSA). 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). 101-1 at 11.) (So it seemed to me that this wasn't something that we might want to continue on down the road with.). S.) Katz responded, The previous offer was 12,000,000. (Doc. Judge issues Order denying the rehearing requested by The Class. Nanula estimated that the member vote will be 90%+ in favor. (Id.) . No. 100-28, Ex. . No. In Counts IV and V, NPT, as assignee, brings twin aiding and abetting fraud claims against the Concert Defendants (Count IV) and the Ridgewood Defendants (Count V). Thus a seller who knows that his cattle are infected with tick fever or contagious abortion is not free to unload them on the buyer and take his money, when he knows that the buyer is unaware of the fact, could not easily discover it, would not dream of entering into the bargain if he knew and is relying upon the seller's good faith and common honesty to disclose any such fact if it is true. (emphasis added)). Deposition of Class Representative P. McGowan, Deposition of former PGCC Club Manager J. Leinaweaver. T.) NPT's revised proposal included a chart comparing NPT/Metropolitan's proposals side-by-side to CGP's proposal. (Doc. & PowerReit, No. NPT opposes the motions. The due diligence period was set to run from July 23, 2015 through October 21, 2015. 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. Therefore, even without compensatory damages, an insurer can be liable for nominal damages for violating its contractual duty of good faith by failing to settle. Now it is just a matter of executing. (Id.) 100-5, Ex. 100-5, Ex. (Id.) 100-28, Ex. No. 100-5, Ex. No. A [Marty Stallone, Executive Vice President of Metropolitan]: I would say on any given day any member of Metropolitan Development Group would give their advice or opinions on any of our projects.).) 100-6, Ex. First, in the Court's August 18, 2021 Memorandum, the Court sua sponte considered the gist of the action doctrine in determining whether fraud claims arose under the PSA. Like their neighbors, several Concert Golf Partners employees experienced damage to their homes and their hardship did not go unnoticed. 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. ), J. PCC Decides Not to Pursue a Deal with NPT. 100-5, Ex. (Doc. at 28. 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 100-28, Ex. Id. at 59, Appendix A to the PSA. No. No. Last, the Concert Defendants argue that summary judgment should be entered on NPT's 550 fraudulent concealment claim because NPT has no evidence that CGP or Nanula intentionally concealed a material fact from [PCC]. (Doc. at 86). In other words, refund plans for resigned members are moving forward even with the sale of the country club. No. A.) Any unauthorized use of mctlaw is expressly prohibited. For the reasons that follow, the Court grants in part and denies in part the motions. 14 to Ex. No. 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? This case was filed in U.S. District Courts, Florida Middle District. 17-cv-00209-RM-NYW, 2015 WL 1517022, at *4 (D. Colo. Mar. at 29:15-31:10.) 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. at 54 (Here, NPT argues that Defendants had a duty to speak because the omissions were basic to the transaction' (i.e., PCC would not have entered into the PSA had it known that the development approvals were forthcoming and/or that Ridgewood and CGP were working together) and that subsequently acquired knowledge rendered previous representations Defendants made to PCC false . No. The Class files its response opposing any continuation or delay, Hearing before Magistrate Bailey regarding numerous requests for documents, Deposition of Class Representative A. Anderson. 100-5, Ex. 100-7, Ex. at 198:3-199:1.). D at 29:13-22.) Nanula forwarded the materials from Silverman to CGP's consultant, Thomas Moran, to prepare a pro forma analysis. No. 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. No. No. As a kicker' if we are fortunate enough to get the zoning approval we are seeking, we will add another $1 million to the purchase price for a total of $6 million.); id. 100-28, Ex. Meyer was also a Certified Public Accountant and a Certified Financial Planner. . No. Please Update this case to get latest docket information. Ct. 2013) ([S]ection 551 imposes liability for nondisclosure of information when the defendant has a specific duty to disclose, which arises only in certain, enumerated circumstances.). 1.) 100-18, Ex. 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. ), H. PCC Sells Philmont Club to the Concert Defendants, On November 17, PCC's Board of Directors approved CGP's proposal. No. 2 to Ex. 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. You will see. (See Doc. Id. 116-2 at 202 (In discussing the component of the Defendants' agreement that yields a $7 million allocation for the Property, Mr. Nanula wrote to his associates: Next $7m to CGP for land. [I]f I knew that was his intention I would say I wouldn't - that wouldn't have sat well with me, nor the members of the club.).). . Presently before the Court are the Ridgewood Defendants' and the Concert Defendants' motions for summary judgment. (Doc. is the critical determinative factor in determining whether the claim is truly one in tort, or for breach of contract); id. at 37; see also Doc. ), 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. No. 116 at 27 (citing Ex. (Doc. In the separate escrow agreement contract, to which Guaranty was a party, the agreement itself conclusively sets forth Guaranty's duties and must be strictly construed.); Gaines v. Krawczyk, 354 F.Supp.2d 573 (W.D. A: Possibly. (emphases added)).) 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. Nanula reasoned that CGP would get a little more of the total proceeds because (1) we have to deal with member pressures and capex vagaries 3-5 years down the road, and (2) we upfronted the capital to buy all 300+ acres of land so that Ridgewood does not have to do this. (Id.) Nanula stated, My ops team was there on Friday, and we see a path to making this work at least marginally, even if the real estate deal falls apart after much effort. (Id.) The lawsuit alleged Lansing officers used excessive force and discriminated against DeShaya Reed, who is Black, because of her race. . ), 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. at 97. Id. Cancellation and Refund Policy, Privacy Policy, and A: . 173.) 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? 125-3, Ex. (Id. Rostholder v. Omnicare, Inc., 2012 WL 3399789, at *14 n.18 (D. Md. Concert Golf Partners is a well-capitalized owner-operator of golf properties nationwide. No. . Discovery Inc. is suing Paramount Global, saying its competitor aired new episodes of the popular animated comedy series South Park after A: . 100-2 at 23-24; Doc. No. at 25, 27.) 116-19 (resignation emails); Doc. 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 Doc. A (executed copy of a September 29, 2016 confidentiality agreement between Ridgewood and PCC).) Anderson, 477 U.S. at 252. On September 19, Nanula requested any and all details on the pending NVR deal for the South Course acreage. (Id.) Applying New Jersey law, courts in this district have allowed breach of contract claims to proceed despite proof of actual damages. (quoting Nappe v. Anschelewitz, Barr, Ansell & Bonnello, 477 A.2d 1224 (N.J. 1984)); Norfolk S. Ry. On December 6, Stallone, on behalf of NPT, sent Marina Katz, a PCC member, an offer to purchase the Property for $5 million. No. 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. was basic to the transaction. (See Doc. (Doc. No. 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. (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.).) (Id. A; Doc. No. 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. at 36:2-11.). 2017-04395). Agreed Order is entered by the Court to simplify the discovery process. (Doc. No. W 54:10-54:22 (Q: [I]f you knew that Mr. Nanula was promising to spend $5 million . 125-14, 173.) A (said email exchange).) (See id. 124-1 at 21; see also Doc. No. (Id.) Civil Action 19-4540-KSM (E.D. . 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"). If PCC wanted to drive a harder bargain, it could have gotten an appraisal and tried to negotiate further and/or tried to attract other buyers. On September 6, 2016, NPT sent NVR a Notice of Material Change, stating that NPT could not satisfy the conditions of the AOS, including obtaining zoning approvals to the satisfy the unit yield anticipated by the LPA. Board members and staff made the decision to change the bylaws, knowing it would harm the resigned members. at 188:2-12. A grant of summary judgment on the sole basis of absence of provable damages, therefore, is generally improper. The Court is not persuaded. 19 to Ex. 100-25, Ex. ), M. The Limited Assignment Agreement Between PCC and NPT, On March 3, 2017, NPT initiated a lawsuit against CGP and PCC in the Montgomery County Pennsylvania Court of Common Pleas (Case No. 17 to Ex. Headquarters Regions East Coast, Southern US. 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. WKAR relies on individual . 116 at 29 (citing Ex. No. At first, PCC agreed to sell the Property to Toll Brothers, but Toll Brothers terminated that agreement in July 2014. A: It - it might have. ), At no point did the Concert Defendants inform PCC that they were in talks with Ridgewood and planned to paper the deal on the real estate opportunity. (See Doc. Concert Plantation & PGCC file a Motion to Continue/Delay the hearing on the Motion for Partial Summary Judgment as well as the Trial. However,board members changed the redemption formula in the bylaws against attorney advice. Nanula noted that Ridgewood had been talking to [the] Club about buying the 9 holes for $5-6m but they need a credible golf operator to sell the members on this and that he told them to back off completely so I can buy the whole Club and then deal them in as our real estate partner. (Id.) (Id. (explaining that concealment involves the hiding of a material fact with the attained object of creating or continuing a false impression as to that fact). 100-28, Ex. 149-1 at 30-31.) NPT counters that New Jersey law applies, citing to a choice of law provision in the Confidentiality Agreement. As Jonathan mentioned, we very much intend to put a proposal in front of you, that at the least, we hope will open the stage for further discussion. (Doc. A does not disclose to B the fact that no highway is actually planned. No. Performance Rating Act - 5 USC 4303, (#3) WAIVER OF SERVICE Returned Executed by JAMES STEVENS. 100-28, Ex. 124-1 at 9. We disagree. (emphasis added). (Doc. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). For the foregoing reasons, the Court grants summary judgment to the Concert Defendants on Counts I (fraud), II ( 550), III ( 551), and IV (aiding and abetting) and grants summary judgment to the Ridgewood Defendants on Counts II ( 550), III ( 551), V (aiding and abetting). 100-28, Ex. Viewing the facts in the light most favorable to NPT, the Court cannot find that there is no material dispute of fact as to whether Nanula and CGP are parties to the transaction for the purposes of 550 and 551. No. Restatement (Second) of Torts 550 (stating that one party to a transaction is subject to liability if he conceals or intentionally prevents the other party from acquiring material information); Restatement (Second) of Torts 551 (explaining that one party to a business transaction is under a duty to exercise reasonable care to disclose to the other before the transaction is consummated in certain circumstances); accord LEM 2Q, LLC v. Guaranty Nat'l Title Co., 144 A.3d 174, 182 (Pa. Super. (Id. 22-2596 | 2022-08-29, Palm Beach County 15th Judicial Circuit Courts | Civil Right | 116-10, Ex. 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. 12-6179 (JBC), 2014 WL 3578748, at *7 (D.N.J. 6:21-CV-00134 | 2021-04-08. BB.) No. 11 to Ex. Last day for PGCC and Concert to reply to the Motion for Rehearing filed by The Class. The Country Club sold to Concert Golf Partners, a company that owns and operates 19 upscale private clubs. Along with the sale came a plan to recapitalize. Viewing the facts in the light most favorable to NPT, the Court will not consider whether there was a $5 million informal offer for the nine-hole Property, as NPT contends the Court must infer that Meyer did not make an offer since he failed to mention it in 2018. ), Cicero agreed that the return Ridgewood would receive under the proposal seems awfully high instead of just some set fee that is relatively nominal. (Id.) Accordingly, the Court grants summary judgment to the Concert Defendants on Count I. 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. However, Meyer also testified had he known that Nanula was speaking with another potential buyer to not continue to approach PCC, that information would have been disconcerting to him. 149-1 at 90. As Jonathan mentioned, we very much intend to put a proposal in front of you, that at the least, we hope will open the stage for further discussion); Doc. at 36.). For many members, the refund amount was 80% of the equity membership fee in effect on the effective date of resignation. He served 4 years of active duty service in the Army as a Judge Advocate with the rank of Captain. . (Id.) See Wolfe v. Allstate Prop. No. Ultimately, more than a mere scintilla of evidence is needed to survive summary judgment, and based on the present record, no reasonable juror could find by clear and convincing evidence that the Concert Defendants' relationship with Ridgewood constituted material information. See id. 100-5, Ex. 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 . ), Under the AOS, the purchase price for the Property was based on a per unit yield; the AOS contemplated a minimum yield of 150 units. We are a boutique owner-operator of upscale private golf & country clubs nationwide. 149-1 at 71.) (Doc. (Id.) 100-18, Ex. Legal Name Concert Golf Partners, LLC. . Plantation Golf and Country Club is governed through bylaws established when the club first opened. Speaking of PCC's Board, Nanula surmised, They need us, they want us, and they have capitulated in every respect. 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.) AA.) No. MM at 149:22-150:4.) No. At the conference, Plotnick expressed interest to Brown about a potential transaction between PCC and Ridgewood. W at 113:4-9 (Q: When did you first learn that Ridgewood had become involved with Concert Golf? 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.). 2008) (quoting eToll v. Elias/Savion Advert. at 503. (Doc. 16 at 4-5 (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 . (Doc. Even more, this change came with no consent from resigned members waiting for their redemption. (Doc. Finally, one place to get all the court documents we need. In response, Nanula explained that PCC had two choices: (1) they could either get the full proceeds of the sale of the Property, if a sale ever even occurred, and bear all the risks and costs during the process or (2) allow CGP to rescue and fix the club now without taking any risk or bearing any cost at all. (Id.) No. ), In May 2015, PCC agreed to sell the Property to NVR, Inc., a homebuilder. 117 at 16-17. 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. Pa. Apr. In examining the motion, we must draw all reasonable inferences in the nonmovant's favor. D at 29:13-22. No. (See Doc. (See Doc. Theyre suing both PGCC and Concert Plantation LLC, a subsidiary of Concert Golf Partners that purchased PGCC in 2019. (See Doc. . 59 at 36.) As noted above, a defendant can be held liable under 551 only if there is a duty to disclose. 464, 476 (10th Cir. A subsidiary of Concert Golf Partners that controls the Plantation No. Refund amounts are based on the current Bylaws when the members resignation occurs. NORTH PENN TOWNS, LP, directly and as assignee of Philmont Country Club, Plaintiff, v. CONCERT GOLF PARTNERS, LLC, et al., Defendants. Co. v. Pittsburgh & W.Va. R.R. Rumsey identifies no other interaction with RLH that would constitute a business transaction. Id. 149-1 at 15; Doc. 100-5, Ex. Because the Concert Defendants did not owe PCC a duty of disclosure under any of the circumstances enumerated in the Restatement (Second) of Torts 551(2)(a)-(e), the Court grants the Concert Defendants' summary judgment motion as to NPT's 551 fraudulent nondisclosure claim. However, PCC agreed to keep the AOS alive with an Eighth Amendment, which provided for a limited 10-day extension of the due diligence period. 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