), On September 28-the day after Plotnick and Grebow toured Philmont Club-Nanula texted Plotnick and asked if there were any club opportunities that CGP could help Ridgewood with, and Plotnick responded that he was working on something that may fit. Nanula also stated that Ridgewood's proposal juices our normal deal returns nicely. (Id.) ), Ridgewood Philmont, LLC is a special-purpose entity created by Ridgewood for the sole purpose of entering into the DSA with Concert Philmont. if, but only if, he is under a duty to the other to exercise reasonable care to disclose the matter in question. Restatement (Second) of Torts 551; see also Gnagey Gas & Oil Co., Inc. v. Pa. 53 at 27-29 (At this stage in the litigation, the Court is not persuaded by Defendants' contention that the fraud claims arise under the PSA. 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. Warner Bros. 100-5, Ex. 1996) (citation omitted). Nanula stated that CGP would only pursue the real estate angle with Ridgewood and that he was prepared to sign an agreement to that effect. (Id.) at 654 (discussing materiality in the context of a breach of contract claim in an insurance case and an insurer's post-loss investigation). No. 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. Hearing on PGCCs motion that the Court decide the entire case (all claims by the The Class) without a trial. Company Type For Profit. Approximately two-and-a-half years later, on September 18, 2019, as part of the settlement, NPT and PCC entered into a Limited Assignment of Claims Agreement. 2014)); see also id. 100-5, Ex. To change redemption bylaws, 100% of the resigned members waiting for refunds must agree to any changes. ), 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. (Id. 116-19, Ex. No. 2 Forwarded To: Counsel on 12/31/2018 (ahf) (Entered: 12/31/2018), (#1) COMPLAINT against CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC ( Filing fee $ 400 receipt number 0313-13254330. No. 100-29, Ex. Gnagey Gas & Oil Co., Inc. v. Pennsylvania Underground Storage Tank Indemnification Fund illustrates the type of conduct that constitutes active concealment. Pa. Apr. Civil Action 19-4540-KSM (E.D. DD at 8 (indicating that the purchase price included the unpaid principal balance and accrued and unpaid interest on PCC's Fox Chase Bank loan, which bore an original principal sum of $1.2 million); id. 100-28, Ex. It appears that this was the basis for the Bucci court's test-not the Restatement directly. (Id.) A (November 1, 2016 Proposal from CGP to PCC stating the key financial components of the transaction).). 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. (See id. That's because she 22 to Ex. (Id.) Notice of Appeal as to Class Certification filed by Concert, Notice of Appeal as to Class Certification filed by PGCC. ), Meyer testified that he did not have extensive conversations with Ridgewood but that he would be the most knowledgeable on the conversations that did occur. NPT also argues the Concert Defendants had a duty to disclose under 551(2)(b). (See id. Imposition of liability for fraudulent concealment is commonly applied in two types of situations, although it is not limited to them. Restatement (Second) of Torts 550, cmt. If you do not agree with these terms, then do not use our website and/or services. No. at 35:19-36:9 (Q: [I]f you had known that Ridgewood and Concert, Concert Golf had cut a deal to work together, would it have changed your perspective on the offer that Concert Golf made? Why is this public record being published online? No. (Id. No. 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. This case was filed in U.S. District Courts, Florida Middle District. 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. (Doc. No. However, the amounts of the refunds are not discussed in the article. However, the Court permitted the fraud claim against CGP and Nanula to proceed to the extent it was based on the representation that they would spend $5 million in capital improvements. That Ridgewood could net a significant return from partnering with CGP does not mean that PCC was swindled. (Doc. Shortly after the AOS was executed, however, NPT learned that a 2014 zoning change meant the Property could only yield 105 units by-right. (Doc. A.) M; accord id. 100-2 at 23-24; Doc. BB.) Nanula predicted that he would be in front of [PCC's] Board or at least Executive Committee by midNovember and will see if a consensus can be reached on our proposal. (Id.) (Doc. Speaking of PCC's Board, Nanula surmised, They need us, they want us, and they have capitulated in every respect. The Court is not persuaded. 100-29, Ex. at 34; accord Doc. We disagree. W 54:10-54:22 (Q: [I]f you knew that Mr. Nanula was promising to spend $5 million . . A, #3 & #5.) (Doc. No. WebImpact Investing. 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)).) Defendants file their response to The Class motion for a decision on its claims for breach of contract and other issues. 100-8, Ex. 100-18, 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). Considering that this cost is a significant percentage of the overall purchase price of $170,000, and that it was necessary to perform the work to use the property, and resolving any doubt in favor of Appellants, we conclude that the existence of the sewer defect was a fact basic to the transaction.). Meyer's testimony underscores that CGP taking over as golf operator and CGP's monetary promises (i.e., paying off PCC's debt and spending $4 million in capital expenditures initially, followed by another $5 million upon the sale of the Property) were the bases of the transaction: It is also noteworthy that, before the PSA was executed, Meyer provided Nanula with the contact information for NVR and NPT/Metropolitan. 100-26, Ex. 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. (KARPF, ARI) (Entered: 12/31/2018). 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. 100-10, Ex. And the best part of all, documents in their CrowdSourced Library are FREE! . Equal Employment Opportunity Act (EEOA) - 42 USC 2000e And, like RLH, Ridgewood ultimately did not contract to buy anything from PCC. Circuit Court Judge McHugh rules that the lawsuit can go forward while the appeal of the Class Action certification is pending. No. Attorneys at mctlaw believe you deserve the amount originally and contractually promised when you purchased an equity membership. at 25, 27.) (See, e.g., Doc. 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. No. a deal that Concert was going to cut for Ridgewood, Meyer testified that in [his] capacity as president, if the financial arrangement of the deal was going to be as stipulated, [he didn't] know that anything else would have changed our mind in that regard. (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. 8:19-CV-02344 | 2019-09-20, U.S. District Courts | Other | . ), Meyer is a financial planning and investment advisor. Corp., 66 F.3d 604 (3d Cir. In the revised proposal, NPT offered PCC two options: either [a] purchase price of $12 million subject to zoning, land development, and environmental contingencies or [a] purchase price of $5 million for the Property as-is, plus $1 million conditioned on rezoning approval for 160 or more restricted townhouses. (Doc. A: It - it might have. (Doc. Id. (Id.) ; see also id. U at 58:2-19.) 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. On March 1, 2017, Ridgewood Philmont and Concert Philmont Properties entered into a Development Services Agreement (DSA), pursuant to which Ridgewood would be responsible for obtaining development approvals for the Property. But see id. AUGUSTA, Ga. (WJBF) The agreement to hold concerts at Lake Olmstead Stadium has hit a sour note. AUGUSTA, Ga. (WJBF) The agreement to hold concerts at Lake Olmstead Stadium has hit a sour note. 100-5, Ex. No. (Doc. Two days of hearings on the Motions for Partial Summary Judgment filed by both The Class and by PGCC and Concert Plantation, asking the Court to decide certain claims and defenses without the need for trial. No. 6:21-CV-00134 | 2021-04-08. No. On November 2, 2016, Nanula emailed Plotnick, 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. Nanula decided it was time for Ridgewood and CGP to paper our deal on the real estate opportunity and asked Plotnick to send him his tweaks to CGP's counter-proposal. 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. We have an experienced commercial litigation team ready to help you. 2:18-CV-05122 | 2018-11-28, U.S. District Courts | Civil Right | at 682. No. 11-5676, 2015 WL 4597970, at *11 (E.D. (See Doc. The change of bylaws without consent from resigned members is a self-serving business practice by PGCC. W at 119:20-120:6; see also id. ), Ridgewood and CGP continued to keep in touch as things moved ahead with CGP and PCC. The Class files additional arguments explaining why the Receipt and Releases were never valid. 5:23-CV-00394 | 2023-01-31, U.S. District Courts | Civil Right | at 35.) 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? Although the meeting went well and the Township want[ed] to get the deal done (see id. Concert Plantation and PGCC file a Motion to freeze the lawsuit until the Appeals Court rules on Class Action Certification. 384, 387 (3d Cir. (Doc. No. ; see also Doc. The Court held oral argument on the motions on July 19, 2022. 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 . 173.) A.) 100-35 at 56-57.) No. No. No. 100-18, Ex. at 36:20-39. ), to Plotnick's knowledge, there were no governmental approvals issued, or even applied for, that would permit the development of the Property with 160 or more units as of that date (see Doc. A Ultimately, PCC rejected NPT's proposals. (As you are aware, we are unable to terminate the AOS with the Seller, without your written consent. The due diligence period was set to run from July 23, 2015 through October 21, 2015. . Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. (Id. See 66 F.3d at 611. (Doc. (Id. First, the resignation emails do not show that PCC members would have voted against the sale of the Club to CGP had they known of Ridgewood and CGP's relationship and the profits the Defendants stood to gain as a result of the deal. In December 2016-after PCC's Board approved CGP's proposal but before it approved the PSA-NPT approached PCC again about renewing the AOS. Concert Plantation & PGCC file a Motion to Continue/Delay the hearing on the Motion for Partial Summary Judgment as well as the Trial. No. 100-28, Ex. We are a boutique owner-operator of upscale private golf & country clubs nationwide. 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. (KARPF, ARI) (Entered: 01/14/2019), Docket(#2) NOTICE of Appearance by DAVID KORSEN on behalf of JAMES STEVENS (KORSEN, DAVID) (Entered: 01/07/2019), DocketDEMAND for Trial by Jury by JAMES STEVENS. To the contrary, the record shows that PCC was aware that CGP, a golf operator, would want to partner with a developer to develop the Property, that PCC's then-President had passed along the information for a potential developer, and that under the terms of the PSA, the second phase of capital improvement projects would occur only after the sale of the developed Property. 100-8, Ex. Meyer wrote about the potential advantages of a transaction with CGP, including that CGP would: (1) pay off all of [PCC's] current debt and obligations (mortgage, line of credit, capital leases and other) which approximates $1,000,000; (2) commit to invest approximately $4,000,000 into the Club immediately over a 12-24 month time frame; (3) commit to fund ongoing capital reserves at 34% of annual revenues, equat[ing] to approximately $1,000,000 over a five year period; (4) commit an additional $5,000,000 towards various agreed upon projects [u]pon closing the real estate deal; (5) freeze dues increases for two to three years and limit annual increases thereafter; (6) eliminate assessments; and (7) guarantee [] maintaining 27 holes of golf after the South Course land [] sold. (Id.) 53 at 58).) The Court denies summary judgment to Ridgewood on Count VI (breach of contract). 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. 100-5, Ex. 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. 20 to Ex. They are not putting up any real capital at all here, and asked Cicero for his thoughts. 100-35, Ex. 116 at 18 (citing Doc. 9 to Ex. A comment to 551(e) provides: In the Court's prior Memorandum, the Court ruled on whether Defendants owed PCC a duty to disclose and, in particular, whether Ridgewood and CGP's relationship was basic to the transaction. Although Williams did not have a contractual relationship with Ross, Williams cannot detach Ross from his status as an agent for Ladbrokes. Q: And why is that? No. So getting them to back off to a small fee will be difficult. (Id. A.) 100-5, 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. (Id. In addition, Plotnick requested that Ridgewood receive a $10,000 monthly management fee (split according to the 60/40 investment) that would be capped at 24 months; the management fee would be a cost to both parties, and reimbursed with the costs in the first step of the waterfall. (Id. ), On November 9, Nanula emailed Meyer and noted that in a meeting the following week, they should focus on [t]he capital project priorities that you really want to see happen at PCC and other elements of the Proposal. (Doc. This case was filed in U.S. District Courts, Florida In In re Rumsey Land Company, LLC, the Tenth Circuit considered whether a 551 fraudulent nondisclosure claim could be brought against a third party in the context of a land sale. 149-1 at 56; Doc. But the only relevant question here is what facts PCC-not NPT-would have considered basic to the transaction. . 101-1 at 17 (citing case applying Pennsylvania law).) Nanula testified that, at that time, he did not know that Ridgewood had discussions with PCC about a potential deal. A: Again, I - I don't - that I can't answer. at 283:14-284:6 (explaining that at the meeting, they discussed an amendment to the AOS and it became clear to [him] through the actions of Mr. Tulio that NPT and NVR were not getting along very well and there was some indication both at that meeting and therefore that the relationship between those two entities was going to be terminated).) . (See Doc. ; see also id. He said they were working on a deal with a RE developer, and could not do anything else right now. 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. ), Meanwhile, on January 23, CGP incorporated Concert Philmont and Concert Philmont Properties as single purpose entities to be the purchasers. 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. 116 at 17-18.) ), Fields forwarded Nanula's email to PCC's then-Treasurer, Sam Silverman. Nanula assured Meyer that CGP would find the right people to get this land transaction done. (Id.) Co., 106 A.3d 48, 68 (Pa. 2014) (explaining that the nature of the duty alleged to have been breached . (Doc. The Class files its Motion for Rehearing of Summary Judgment filed. . K.) NPT reiterated its position that as a result of [the] material changes, [it] could not proceed absent an Amendment to the AOS and a corresponding Amendment to the LPA. (Id.) A; see also Doc. A subsidiary of Concert Golf Partners that controls the Plantation (See Doc. at 51; see also Doc. A (said email exchange).) 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. Filing 1 COMPLAINT against CONCERT GOLF PARTNERS, LLC, CONCERT PHILMONT PROPERTIES, LLC, CONCERT PHILMONT, LLC, JONATHAN No. Meyer was also a Certified Public Accountant and a Certified Financial Planner. 38 to Ex. 100-5, Ex. See, e.g., Plexicoat Am., LLC v. PPG Architectural Finishes, Inc., 9 F.Supp.3d 484, 487-88 (E.D. (Doc. Pa. Feb. 12, 2018) (Permitting a fraudulent inducement claim in this case would essentially negate the entire [] gist of the action doctrine because a Plaintiff would have only to allege that Defendants never intended to abide by a provision in their contract in order to escape dismissal. (Doc. Scrape 2.5m here.; and (3) Split remainder 60-40. (Doc. In a November 1, 2021 ruling, Judge Andrea McHugh, a Florida circuit court judge, granted class-action status to the suit by former members against the club and Concert Plantation, LLC. No. (See Doc. (See Doc. (Id. 1. 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? 100-5, Ex. 100-5, Ex. ), 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.) (See Doc. 59 at 27-32.). D at 29:13-22.) Federal courts applying Pennsylvania law have agreed with the impropriety of summary judgment in such a situation. (Doc. 100-28, Ex. No. 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. Not interested.).) No. The lawsuit said Sylvia Coleman was unfairly fired from her job as a detention officer in 2018, just days after she was offered the position. 149-1 at 47. Each side had the same ability to obtain an appraisal and understand the potential worth of the Property and Club. Under Concert Golf, the club will be debt free and run by a professional golf club company, the Post reported. 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. No. See Church Mut. 149-1 at 161, 42.) Rostholder v. Omnicare, Inc., 2012 WL 3399789, at *14 n.18 (D. Md. 100-21, Ex. (Doc. 5 (September 16, 2014 email in which Nanula wrote, Spoke to Glenn Meyer. NPT also cites Meyer's testimony that certain information would not have sat well with [him], nor the members of the club. (Doc. 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). And, the Court is even less persuaded by NPT's contention that Meyer's testimony that the Defendants' relationship was disconcerting shows that relationship went to the essence of the transaction. Of contract claims to proceed despite proof of actual damages Sam Silverman to help you,. A situation in U.S. District Courts | Civil Right | at 35 ). Case applying Pennsylvania law have agreed with the Seller, without your written consent Defendants their... 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