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. ), Nanula incorporated this into the November 1, 2016 proposal that CGP sent to PCC. 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. CONCERT PHILMONT, LLC doing business as PHILMONT COUNTRY CLUB, 3331 Street Road, Two Greenwood Square, Suite 128, 3331 Street Road, Two Greenwood Square, S/128, Docket(#3) WAIVER OF SERVICE Returned Executed by JAMES STEVENS. 149-1 at 58.) M.) The proposed Ninth Amendment had the same purchase price adjustment provisions as the proposed Seventh Amendment (which was not executed). ; see also id. ), In its response, NPT asserts that the Concert Defendants' argument that the gist of the action doctrine bars the fraud claim necessarily fails because the Court already found the gist of the action doctrine inapplicable. (See Doc. [I]f one offer were acceptable to us, uhm, irrespective of the fact that another offer may have been available, you know, the - the club still may have moved forward on that given the situation were in. No. Although the Court does not rely on this in so holding, the Court notes that as of January 20, 2017before the PSA was executed-the Township was aware that Ridgewood and CGP were working together. ), 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. Call Us Now or Fill Out a Form Below. 100-5, Ex. (See Doc. 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. The change of bylaws without consent from resigned members is a self-serving business practice by PGCC. 59 at 27-32.). 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. 124-1 at 48-50. Legal Name Concert Golf Partners, LLC. at 35.) July 18, 2014) (The New Jersey Supreme Court has held that proof of actual damages is not necessary to survive summary judgment on a breach of contract claim: the general rule is that whenever there is a breach of contract . No. No. 124-1 at 11.) ; see also Doc. ), Silverman is a Certified Public Accountant and a business advisor. Pa. 2008), to show when there is a duty to speak under Pennsylvania law. 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.) Between 500 and 700 resigned members may be part of this class action. ), A few hours later, Nanula sent a follow up email, stating that CGP continue[d] to be intrigued here, with the caveat that we still have to get comfortable with the Club in the event that no real estate proceeds are ever realized (enviro, Town, intersection, buyers). Nanula explained that CGP was in the early stages of trying to purchase Philmont Club and had received an initial proposal from golf-adjacent developer Ridgewood. No. Please Update this case to get latest docket information. & PowerReit, No. ), 1. A; Doc. (Doc. A: Potentially . No. Nanula concluded, If we can pull this off, we could get back some of our initial risk capital from future real estate proceeds - maybe zero, maybe never - and this prospect allows us to be interested in PCC. (Id., Ex. 1996) (citation omitted). Nos. See Restatement (Second) of Torts 551, comment l (In general, the cases in which the rule stated in Clause (e) has been applied have been those in which the advantage taken of the plaintiff's ignorance is so shocking to the ethical sense of the community, and is so extreme and unfair, as to amount to a form of swindling, in which the plaintiff is led by appearances into a bargain that is a trap, of whose essence and substance he is unaware . (Doc. Restatement (Second) Torts 551(1) (One who fails to disclose to another a fact that he knows may justifiably induce the other to act or refrain from acting in a business transaction is subject to the same liability to the other as though he had represented the nonexistence of the matter that he has failed to disclose, if, but only if, he is under a duty to the other to exercise reasonable care to disclose the matter in question.). Oct. 16, 2018) ([T]he Court holds that Diversified's no damages' argument does not support granting summary judgment to Diversified as to Stevenson's breach of contract claim.); Fagal v. Marywood Univ., Civil Action No. At no point did Ridgewood formally offer to purchase the Property or any portion thereof. No. . of Am., Inc., Civil Action No. If you would like the costs split 50/50, we would request a 50/50 profit split as well[.]).) at 50-53.) 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. (Id. No. A: . Relator does not, however, allege any active concealment or suppression on the part of Omnicare. . Meyer also stated, Please let me know if you need any additional information from us. (Id.) Keep me posted as to any progress made, and when you are closer to a deal with the club, we can paper our agreement. (Id. No. A. (See Doc. (Id. 20 to Ex. 9; Doc. A.) (Id. Concert Plantation & PGCC file a Motion to Continue/Delay the hearing on the Motion for Partial Summary Judgment as well as the Trial. (Doc. 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. F at 241:24-243:10; see also id. 149-1 at 131. Last, the Court denied the motion to dismiss NPT's breach of contract claim against Ridgewood, which was based on Ridgewood's alleged violation of a confidentiality agreement. (Id. (See id. No. According to the June 4th, 2013 PGCC legal committee meeting minutes, board and staff members question attorneys about the equity membership refunds. (Id. Circuit Court Judge McHugh rules that the lawsuit can go forward while the appeal of the Class Action certification is pending. (See Doc. A.) (Doc. 100-16, Ex. (Doc. The proposed Ninth Amendment also contemplated extending the due diligence period through October 3, 2016 and stated that as of October 4, the due diligence period would further be extended for six months following the date on which the Township approved an amendment to its zoning ordinance. ), Fields forwarded Nanula's email to PCC's then-Treasurer, Sam Silverman. This underscores the fact that Meyer and PCC understood CGP, a golf hospitality firm, would be working with a developer. 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. 100-32, Ex. Therefore, the Concert Defendants' motion for summary judgment is denied as to this argument. 38 to Ex. 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.). 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. Corp. USA, Inc. v. Am. When asked whether he, on behalf of PCC, decided to move forward with the transaction anyway, Meyer testified, [W]e were in a position of weakness, so we didn't really have a whole lot of room to negotiate. (Id. In so arguing, NPT misconstrues the Court's prior ruling at the motion to dismiss stage. . (KARPF, ARI) (Entered: 12/31/2018), U.S. Courts Of Appeals | Other | Nonetheless, even finding that Concert Defendants actively concealed their relationship, there is no evidence that this relationship was material information that deceived PCC into entering into the PSA. 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. Consequently, the minutes of this meeting proves the board members and legal committee were aware of the Self Serving Business Practices in use when changing redemption bylaws without consent. (Id.) See Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). Finally, one place to get all the court documents we need. Ultimately, only Concert Philmont took title to any property. 100 28, Ex. ), On November 21, Plotnick emailed Nanula his thoughts on some deal points as well as a few tweaks to [the] deal structure. (Doc. In the Amended Complaint, NPT, as assignee, brings a fraud claim against CGP and Nanula (Count I); a fraudulent concealment claim against all Defendants, brought pursuant to Restatement (Second) of Torts 550 (Count II); a fraudulent nondisclosure claim against all Defendants, brought pursuant to Restatement (Second) of Torts 551 (Count III); aiding and abetting fraud claims against Concert Defendants (Count IV) and Ridgewood Defendants (Count V); and a breach of contract claim against Ridgewood (Count VI). 1995) to support its duty to speak test. See Toledo Mack Sales & Serv., Inc., 530 F.3d at 229; eToll, Inc., 811 A.2d at 14 (cleaned up); see also Bruno v. Erie Ins. But the only relevant question here is what facts PCC-not NPT-would have considered basic to the transaction. It is clear that NPT believes it has been wronged. No. 6:21-CV-00134 | 2021-04-08. (Id. See Malone v. Weiss, Civil Action No. No. 11-5676, 2015 WL 4597970, at *11 (E.D. 100-23, Ex. . 100-17, Ex. A.) . 149-1 at 204. 100-24, Ex. CGP and Ridgewood's Initial Interactions in Fall 2016, In September 2016, Nanula met Plotnick at an industry conference. J.) (Doc. ), Plotnick also suggested that $5 million from the sale of the Property be reinvested in Philmont Club as capital expenditures. The Court dismissed the fraud in the omission and fraudulent concealment claims, determining that Defendants did not owe PCC, which was a sophisticated entity engaged in an arms-length business transaction, a duty to speak. No. Accordingly, the Court now turns to the Concert Defendants' remaining arguments on these Counts: first, we consider whether there was a duty to disclose, giving rise to a fraudulent nondisclosure claim under 551, and second, we consider whether there are sufficient facts to show that the Concert Defendants actively concealed their relationship with Ridgewood from Defendants and that their relationship was material to the transaction, giving rise to a fraudulent concealment claim under 550. 2000))); Boardakan Rest. (See Doc. The non-moving party must show more than the mere existence of a scintilla of evidence in support of its position. ' Toledo Mack Sales & Serv., Inc. v. Mack Trucks, Inc., 530 F.3d 204, 229 (3d Cir. 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 173.) The agreed-upon Phase II Capital Projects included: South Course improvements; additional North Course improvements from Andrew Green's master plan; improvements to the tennis facility; clubhouse renovations; and construction of a new maintenance facility. 116-4, Ex. (Id. No. As such, the Court finds that 551(2)(b) did not impose a duty to disclose on the Concert Defendants. Id. . A.) That's because she No. No. 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. 149-1 at 112.) But, at the summary judgment stage, the Court may not make credibility determinations. 100-5, Ex. Civil Action 19-4540-KSM (E.D. . Section 550 imposes liability when one party to a transaction . (Id. at 35-47.). Plotnick also proposed that [u]pon the sale of the real estate, the net proceeds [would] flow through the following waterfall: [f]irst, 60/40 (Concert/Ridgewood) until all out of pocket costs have been returned to both parties; [s]econd, 100% to Concert for the next $7MM. (See Doc. at *3-4 (finding that the defendant-insurance adjuster was a party to the transaction for purposes of 551 despite the fact that the adjuster was not named in the insurance policy or any other contract). 149-1 at 75; Doc. Rumsey Land Company (Rumsey) owned a property, and when Rumsey filed for bankruptcy, Resource Land Holdings, LLC (RLH) offered to purchase the property. He already knew about you and had been on your website. Q: If you had known that Concert and Ridgewood were anticipating millions in extra profit from the deal, would you have thought differently about the deal that Concert was offering to Philmont Country Club? In its response, NPT entirely fails to address the Concert Defendants' argument that CGP and Nanula were not parties to a transaction. X at 65:20-66:15.) No. The following week, on October 10, Plotnick emailed the same documents to Matthew Glavin at Morningstar Golf & Hospitality, LLC. Notably, Defendants fail to cite to any applicable case law to support their position. (emphasis added)).) No. 1 at 177-85.) D at 282:10-24; see also id. (Id.) at 86). 5:23-CV-00368 | 2023-01-30, U.S. District Courts | Labor | Amanda Ellen B. Clay(Designation Retained), Gabrielle Elizabeth Klepper(Designation Retained). 2 to Ex. No. (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.).) (Doc. (See Doc. If, however, the facts establish that the claim involves the defendant's violation of a broader social duty owed to all individuals, which is imposed by the law of torts and, hence, exists regardless of the contract, then it must be regarded as a tort.). The Court 's prior ruling at the summary judgment is denied as to this argument,. 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