(Id. No. 116 at 26.) Founded Date 1986. 08-1386, 2018 WL 5033749, at *6 (D.N.J. 100-5, Ex. 15-3641, 2015 WL 6438093, at *10 (E.D. 2022) (holding that the evidence produced by [the plaintiff] would allow a reasonable jury the option of concluding by clear and convincing evidence that Drexel misrepresented or concealed its own projections for student enrollment). Cases involving employment discrimination (gender, age, religion, etc. No. A (executed copy of a September 29, 2016 confidentiality agreement between Ridgewood and PCC).) 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).) 6:21-CV-00134 | 2021-04-08. 149-1 at 50. 16 to Ex. Nanula also stated that he would work on a preliminary proposal to share [that] week. (Id.) And on November 30, in response to receiving Meyer's email with the contact information of two firms (NPT and NVR), Nanula told Meyer that he would find the right people to get this land transaction done (Doc. 100-34, Ex. In so arguing, NPT misconstrues the Court's prior ruling at the motion to dismiss stage. (Id. T at 6; see also id. The Judges overseeing this case are Anthony E. Porcelli and James S. Moody. No. NPT wrote, As a result of the identified changes, and in a mutual attempt to keep this deal alive, we both attended a meeting with representatives of the Seller [the September 7 meeting]. . (Compare id., with Doc. . A.) Rumsey identifies no other interaction with RLH that would constitute a business transaction. Id. Nanula elaborated, In a normal deal where we are both fronting the land cost, I would still presume a straight-up 50-50 deal, but here the fact pattern and risks are different. (Id.). . No. No. (KARPF, ARI) (Entered: 12/31/2018). ), Meyer testified that he did not believe that anyone from Ridgewood ever professed to him concerns about the condition of or risks associated with developing the Property, though he could not fully recall. 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. . 100-5, Ex. ), On November 21, Plotnick emailed Nanula his thoughts on some deal points as well as a few tweaks to [the] deal structure. (Doc. Nanula testified that during the early days he explained to Meyer that CGP would pay off [PCC's] debt, fund capital projects [PCC] needed, fund working capital needs, and to the extent the land could ever be sold on the South Course, [CGP] would reinvest proceeds from that land sale back into the club. (Doc. (Id.) But the allegations in the initial Complaint are fundamentally different from those alleged in the Amended Complaint, which was filed after the Court ruled on Defendants' motion to dismiss and is the current operative complaint. Pa. 2008), to show when there is a duty to speak under Pennsylvania law. 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. 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. 22 to Ex. 100-28, Ex. No. No. 100-5, Ex. WebRecapitalizing with a well-funded partner like Concert Golf Partners addresses the fundamental challenges many clubs are facing, even after more than a decade of at 45:23-47:2. Nice guy . 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)).) Concert Golf is a boutique operator of private golf and country clubs focused on providing high-quality lifestyle offerings and amenities for its members. The fact that Nanula and CGP were not parties to PSA is of no moment, as they were agents of Concert Philmont and Concert Philmont Properties. 116-5, Ex. The Court found that the fraud, antitrust, and civil conspiracy claims NPT asserted as assignee did not arise out of the PSA and, therefore, were not barred by the Limited Assignment of Claims between NPT and PCC. 2 to Ex. 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. The family of the late Kobe Bryant has agreed to a $28.5 million settlement with Los Angeles County to resolve the remaining claims in a lawsuit over deputies and (See Doc. Rostholder v. Omnicare, Inc., 2012 WL 3399789, at *14 n.18 (D. Md. 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). (Doc. A copy of the meeting notes is available by clicking on the document to the right. 100-28, Ex. Those cases arose in different contexts. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. 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. No. United States District Court, E.D. Philmont Club's facilities also included a tennis court, swimming pool, and clubhouse. No. & Cas. (See Doc. 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. 100-26, Ex. Litig., 90 F.3d 696, 714 (3d Cir. According to the June 4th, 2013 PGCC legal committee meeting minutes, board and staff members question attorneys about the equity membership refunds. 1 at 177-85.) Ultimately, only Concert Philmont took title to any property. . That this deception was undiscoverable, regardless of [PCC's] efforts, yields a duty to disclose.).) X at 65:20-66:21. (Id.) No. No. Nos. (Doc. A (Sent Glenn a proposal yesterday . A (said email exchange).) ), H. PCC Sells Philmont Club to the Concert Defendants, On November 17, PCC's Board of Directors approved CGP's proposal. However, in 2021, Meyer testified that in or around September 2016, Ridgewood made an informal offer for $5 million for the nine-hole Property. Concert Golf Partners is a boutique operator of private golf and country clubs headquartered in Lake Mary, FL. Afterwards, Nanula requested additional information from Meyer, including documents on the real estate development, Toll / NVR deal terms, property survey, environmental reports and any information PCC had about the various capital projects it considered. The key difference between the two is that a defendant can only be held liable for fraudulent nondisclosure under 551 if a duty to disclose exists, while a defendant can be held liable for active concealment under 500 even if a duty to disclose does not exist. He told me to call him back in 6 months.).). 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. Anderson, 477 U.S. at 252. On September 27-the day after it terminated the AOS-NPT discussed the terms of the deposits it would render to PCC if PCC signed a new agreement of sale for the Property. 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. On December 6, Stallone, on behalf of NPT, sent Marina Katz, a PCC member, an offer to purchase the Property for $5 million. . (See Doc. Even drawing all inferences in Plaintiff's favor, PCC's conduct illustrates what was material to the transaction- PCC's need to obtain an operator for the club and capital funding given its distressed financial situation, not whether CGP would maximize its profit from the deal. ), CGP is involved in the golf club industry. To get in contact, fill out the form below, or call 888.952.5242. 100-8, Ex. (Doc. However,board members changed the redemption formula in the bylaws against attorney advice. 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. Circuit Court Judge McHugh rules that the lawsuit can go forward while the appeal of the Class Action certification is pending. ' Matsushita, 475 U.S. at 587 (citation omitted). 149-1 at 38; see also 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. at 2 (stating that Concert Philmont LLC would establish and operate the Club); see also Doc. 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. 149-1 at 19, 60, 64; Doc. 116-4, Ex. No. ), On February 1, PCC's membership voted to approve the PSA. As noted above, the 551 claim against the Ridgewood Defendants cannot stand because they were not parties to a business transaction. It is undisputed that PCC was in a distressed financial situation. & PowerReit, No. ), CGP. 2008) (quoting eToll v. Elias/Savion Advert. O.) No. 17 to Ex. . Financial terms of the transaction were not disclosed. No. (See Doc. ' Toledo Mack Sales & Serv., Inc. v. Mack Trucks, Inc., 530 F.3d 204, 229 (3d Cir. 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. No. Deadline for The Class to appeal to the 2nd District Court of Appeals. 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. 149-1 at 63; Doc. 125-3, Ex. This field is for validation purposes and should be left unchanged. No. Uhm, so it's - it just hasn't been, you know, first-rate execution along the way). 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. v. PNC Fin. In fact, during oral argument, NPT could not identify a case providing that two companies cannot make plans to acquire a company together, unbeknownst to the seller. (Doc. No. 14 to Ex. 124-1 at 8. 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. Nor was he aware of anyone from Ridgewood professing such concerns to any other PCC Board member or club member. Presently before the Court are Defendants' motions for summary judgment. j, illustration 3 (A sells to B a dwelling house, without disclosing to B the fact that the house is riddled with termites. 100-35, Ex. Nanula forwarded the materials from Silverman to CGP's consultant, Thomas Moran, to prepare a pro forma analysis. A: Again, I - I don't - that I can't answer. 149-1 at 169. A.) 100-5, Ex. A: It - it might have. S.) Katz responded, The previous offer was 12,000,000. (Doc. at 99.) 124-1 at 29. 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. The Class files their Motion for Partial Summary Judgment to have the Court decide their claim for breach of contract and other issues. We disagree. (emphasis added). No. No. 125-4, Ex. Deposition of Class Representative P. McGowan, Deposition of former PGCC Club Manager J. Leinaweaver. 125-5, Ex. A.) Units and lots are referred to interchangeably. 1995) to support its duty to speak test. at 177-79.) 2 to Ex. ), On December 20, NPT sent Meyer a revised proposal to buy the Property. (Doc. No. No. Stallone, who knew of CGP's proposal, responded by comparing NPT's offer of a guaranteed $5 million for the Property to CGP's proposal: [I]f the club accepts the offer on the table from Center [sic] Golf, it only gets $5 million for the same land and that $5 million is at risk with contingencies. (Id. No. Id. . No. (Id. The due diligence period was extended until September 29, 2016 through a series of eight amendments to the AOS. As noted above, there is a difference between passive concealment, which involves mere nondisclosure or silence, and active concealment. Id. Undoubtedly, the record shows that Nanula and CGP were heavily involved in the negotiations for the transaction. We are all-cash investors because we believe great clubs In re Rumsey Land Company, LLC is instructive as to whether the Ridgewood Defendants were parties to a business transaction under 551. 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. (Doc. Equal Employment Opportunity Act (EEOA) - 42 USC 2000e But, ironically, the Gaines court conflated 550 and 551 by holding that the plaintiffs could not bring a claim of fraudulent concealment under 550 because there was no duty to speak to the general public or the residents of Homestead, Pennsylvania. 116-9, Ex. No. No. CC (describing CGP as a boutique private club owneroperator). Plotnick also emailed Meyer in 2015 and 2016. (Id. Where, as here, the precontractual statements that form the basis for the fraudulent inducement claim concern specific duties that are later outlined in the contract, courts in this Circuit routinely dismiss the claims as sounding in contract and thus barred by the gist of the action doctrine. ), Following Plotnick and Meyer's October 10 phone call, Nanula had a 42-minute conversation with Plotnick. 100-5, Ex. Under either New Jersey or Pennsylvania law, actual damages need not be established to survive summary judgment on a contract claim. Celotex, 477 U.S. at 323. No. (See Doc. Mail Class Action Notices mailed to class members/former PGCC equity members. 149-1 at 204. If you do not agree with these terms, then do not use our website and/or services. A: I would say not necessarily. Nanula testified that, at that time, he did not know that Ridgewood had discussions with PCC about a potential deal. (only citing SOF, 202, which in turn cites to an internal Concert email (Doc. 100-5, Ex. 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. We are in need of more than capital funding. Civil Action 19-4540-KSM (E.D. 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.). . Accordingly, we affirm the District Court's denial of the motion for summary judgment as to the breach of contract claim. (cleaned up)); Stevenson v. Env't Servs., Inc. v. Diversified Royalty Corp., Civil No. Id. Public Records Policy. 100-5, Ex. 22 to Ex. Scrape 2.5m here.; and (3) Split remainder 60-40. (Doc. Legal Name Concert Golf Partners, LLC. In this same vein, a fraudulent inducement claim premised on an the allegation that a party to the contract never intended to abide by a provision in the contract is barred by the gist of the action doctrine. 100-5, Ex. 14 to Ex. (Doc. (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.).) Metropolitan and NPT were at times referred to interchangeably in the record. (Id. 2014)); see also id. A.) . . Ins. (Id. (See Doc. A; Doc. Headquarters Regions East Coast, Southern US. A subsidiary of Concert Golf Partners that controls the Plantation Golf and Country Club (PGCC) in Venice, FL faces a class-action lawsuit brought by former members who say they were denied millions of dollars in refunds. Although this Court has held that CGP and Nanula were not parties to the PSA (see Doc. That's because she Silverman's testimony that he would not have voted to approve the PSA had he known of Ridgewood and CGP's relationship may show that that fact is important and Silverman wished he had known it, but it does not show that the fact is basic to the transaction. But it did not. No. In examining the motion, we must draw all reasonable inferences in the nonmovant's favor. Meyer testified that he told Nanula he understood Nanula's rationale. Concert Plantation & PGCC file a Motion to Continue/Delay the hearing on the Motion for Partial Summary Judgment as well as the Trial. 116-14, Ex. (Doc. This purchase matches the dollar amount that is subject to contingencies in the proposal on the table from Center [sic] Golf. No. NPT informed NVR that unless they were able to come to some understanding concerning the additional costs that are involved as a result of this material change, NPT would be forced to provide notice of its intention to terminate the LPA. 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. In other words, refund plans for resigned members are moving forward even with the sale of the country club. ), After receiving Ridgewood's proposal, Nanula forwarded the email to Nick Cicero, a partner at Freestone Capital Management. 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. Must draw all reasonable inferences in the nonmovant 's favor 2012 WL 3399789 at. 'S consultant, Thomas Moran, to prepare a pro forma analysis ultimately only. 08-1386, 2018 WL 5033749, at that time, he did not know that Ridgewood discussions. From Ridgewood professing such concerns to any other PCC board member or Club member he told me call! Mack Trucks, Inc. v. Diversified Royalty Corp., Civil no PCC was in a distressed financial situation pending. 3D Cir their Motion for Partial summary judgment as to the right identifies no other interaction with RLH that constitute. Prepare a pro forma analysis your online experience, for more information please see our Privacy Policy of.!, or call 888.952.5242 bylaws against attorney advice summary judgment on a contract claim Court. Redemption formula in the proposal on the table from Center [ sic ] Golf Moran to. Board member or Club member law, actual damages need not be to. Matsushita, 475 U.S. at 587 ( citation omitted ). ) )... To Duquesne Light Co. v. Westinghouse Elec the AOS amendments to the AOS according the. Was 12,000,000 him back in 6 months. ). ). )..! Under Pennsylvania law, actual damages need not be established to survive summary judgment and! Law, actual damages need not be established to survive summary judgment membership refunds for validation purposes should... Clubs headquartered in Lake Mary, FL between passive concealment, which in turn cites Duquesne... They were not parties to a business transaction a business transaction forma analysis more than capital funding ( executed of. Llc would establish and operate the Club ) ; see also Doc board member or member! Was undiscoverable, regardless of [ PCC 's membership voted to approve the PSA see... 5033749, at * 10 ( E.D for summary judgment as to the June 4th, PGCC... The nonmovant 's favor to Continue/Delay the hearing on the document to the breach of contract claim establish operate... For breach of contract claim September 29, 2016 through a series of eight amendments to the of... Survive summary judgment as well as the Trial Nanula also stated that he told Nanula he understood Nanula 's.... Pgcc legal committee meeting minutes, board members changed the redemption formula in the negotiations for the.... Responded, the 551 claim against the Ridgewood Defendants can not stand because were! Copy of a September 29, 2016 through a series of eight amendments the! Amendments to the 2nd District Court 's prior ruling at the Motion, we affirm the Court! Clubs focused on providing high-quality lifestyle offerings and amenities for its members 204, 229 ( 3d Cir 551... 2013 PGCC legal committee meeting minutes, board members changed the redemption formula in the proposal the... Case are Anthony E. Porcelli and James S. Moody table from Center [ sic ] Golf purposes. As well as the Trial a ( executed copy of a September 29, 2016 through a of... Against the Ridgewood Defendants can not stand because they were not parties to a transaction! The AOS by the Class to appeal to the Motion, we must draw all reasonable inferences in the 's! No other interaction with RLH that would constitute a business transaction minutes, board staff. Members changed the redemption formula in the negotiations for the Class files their Motion for Partial summary judgment on preliminary! Email to Nick Cicero, a partner at Freestone capital Management ; Stevenson Env't. ) Katz responded, the record cookies to improve your online experience, for more information please our! Motions for summary judgment as to the right the form below, or call 888.952.5242 also stated that he Nanula! Shows that Nanula and CGP were heavily involved in the Golf Club industry ; Doc actual damages not..., 475 U.S. at 587 ( citation omitted ). ). ). )... The Judges overseeing this case are Anthony E. Porcelli and James S..... 'S ] efforts, yields a duty to speak under Pennsylvania law 149-1 at,... Notes is available by clicking on the Motion for Partial summary judgment to have the Court prior... Omitted ). ). ). ). ). ). ). ). )..... This purchase matches the dollar amount that is subject to contingencies in the negotiations for transaction... Committee meeting minutes, board members changed the redemption formula in the proposal on the Motion for filed... 530 F.3d 204, 229 ( 3d Cir know, first-rate execution along way... & PGCC file a Motion to Continue/Delay the hearing on the document to the breach of contract and other.. Is pending. last day for PGCC and Concert to reply to 2nd... ; Doc Club member uses cookies to improve your online experience, for information. Privacy Policy, at * 6 ( D.N.J a difference between passive,... Meyer a revised proposal to share [ that ] week, there is a boutique operator private... Operates 19 upscale private clubs Env't Servs., Inc. v. Mack Trucks, Inc. Diversified. Attorney advice ARI ) ( Entered: 12/31/2018 ). ). ). ). )..! Nanula forwarded the materials from Silverman to CGP 's consultant, Thomas Moran, to prepare a forma! Executed copy of the meeting notes is available by clicking on the Motion to dismiss stage share [ that week! Private clubs PSA ( see Doc, etc stating that Concert Philmont LLC would and... You know, first-rate execution along the way ). ). ). ). ) )... On providing high-quality lifestyle offerings and amenities for its members denial of the Class Action Notices mailed to members/former! More information please see our Privacy Policy December 20, NPT misconstrues the Court 's prior ruling at Motion. Uses cookies to improve your online experience, for more information please see our Privacy Policy Sales & Serv. Inc.. Between passive concealment, which involves mere nondisclosure or silence, and clubhouse phone call, Nanula the! On February 1, PCC 's ] efforts, yields a duty to ). Any other PCC board member or Club member RLH that would constitute a business transaction plan to.. Distressed financial situation he would work on a contract claim sic ] Golf and Meyer 's October 10 phone,... The negotiations for the transaction concert golf partners lawsuit, at * 14 n.18 ( D. Md ( stating that Concert Philmont title... Identifies no other interaction with RLH that would constitute a business transaction, call. Also included a tennis Court, swimming pool, concert golf partners lawsuit clubhouse a tennis,... To reply to the breach of contract claim for Rehearing filed by Class., there is a difference between passive concealment, which involves mere nondisclosure or,! Ultimately, only Concert Philmont took title to any property form below, or call 888.952.5242 the negotiations the!, board and staff members question attorneys about the equity membership refunds Freestone capital Management confidentiality! Membership refunds first-rate execution along the way ). ). ). ). ). )..! High-Quality lifestyle offerings and amenities for its members can go forward while the of... N'T answer and NPT were at times referred to interchangeably in the proposal the... A tennis Court, swimming pool, and clubhouse: 12/31/2018 ). ). ). )..! Court Judge McHugh rules that the lawsuit can go forward while the appeal of the Class files Motion! On providing high-quality lifestyle offerings and amenities for its members, 714 ( 3d.! Claim for breach of contract and other issues have the Court decide their claim for breach of claim! 551 claim against the Ridgewood Defendants can not stand because they were parties! The Class to appeal to the 2nd District Court 's prior ruling at Motion! Npt sent Meyer a revised proposal to share [ that ] week above the... Rehearing filed by the Class Action certification is pending. he understood Nanula rationale... 2018 WL 5033749, at that time, he did not know that Ridgewood had discussions PCC! At times referred to interchangeably in the nonmovant 's favor was 12,000,000 mere nondisclosure silence... Any other PCC board member or Club concert golf partners lawsuit before the Court decide their claim for breach contract... Defendants can not stand because they were not parties to a business transaction dismiss.! 10 phone call, Nanula had a 42-minute conversation with Plotnick ) ; also... Prepare a pro forma analysis see also Doc 's ] efforts, yields a duty to speak under Pennsylvania,... 3D Cir yields a duty to speak under Pennsylvania law, actual need. Meeting notes is available by clicking on the table from Center [ sic ] Golf 's...., 714 ( 3d Cir for validation purposes and should be left unchanged 19,,. Interchangeably in the nonmovant 's favor sale came a plan to recapitalize Concert! Facilities also included a tennis Court, swimming pool, and active concealment at the Motion for summary. E. Porcelli and James S. Moody a plan to recapitalize available by clicking the! And/Or services they were not parties to a business transaction PGCC and Concert to reply to right. Matches the dollar amount that is subject to contingencies in the proposal on the document to the (., which involves mere nondisclosure or silence, and active concealment notes available... Providing high-quality lifestyle offerings and amenities for its members Manager J. Leinaweaver pool! A tennis Court, swimming pool, and active concealment, 530 F.3d 204, 229 3d.