The Initial Capital Projects were to be completed within two years of the closing date (i.e., before March 2019). (stating that under NPT/Metropolitan's proposal, NPT/Metropolitan would only purchase 9 holes and PCC would retain ownership and control of EVERYTHING else, whereas CGP's proposal involved total sale of all land and assets of the club pursuant to which PCC would abdicate[] club control to CGP).) No. A.) Id. 22-2596 | 2022-08-29, Palm Beach County 15th Judicial Circuit Courts | Civil Right | There is no evidence that PCC seriously considered NPT's revised proposal, which outlined two different options. No. No. 149-1 at 14.) ), On December 12, Nanula met with PCC's membership and gave a presentation on CGP's proposal to acquire the Club. Like RLH, NPT contends Ridgewood initially showed interest in potentially purchasing a portion of the Property or the entire club from PCC in 2014, 2015, and then again in September 2016. A.) 100-5, Ex. As such, the Court finds that 551(2)(b) did not impose a duty to disclose on the Concert Defendants. 100-26, Ex. ), Ridgewood Philmont, LLC is a special-purpose entity created by Ridgewood for the sole purpose of entering into the DSA with Concert Philmont. ), Two days after the Club visit, on September 29, Ridgewood and PCC executed a confidentiality agreement to facilitate the sharing of information, pursuant to which Ridgewood agreed to not disclose or disseminate PCC's proprietary, non-public information. (Doc. 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. No. A: Possibly. (emphases added)).) 149-1 at 75; Doc. But this is not an enumerated circumstance that gives rise to a duty to disclose under the Restatement. 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. ), At the suggestion of PCC, the Concert Defendants also had brief communications with developer, NPT/Metropolitan, around this same time frame. NPT is correct-it is undisputed that Defendants did not disclose that they were working together. It is clear that NPT believes it has been wronged. No. The next day, September 20, Moran provided Nanula with a preliminary analysis of Philmont Club's finances, and Nanula replied, E. Ridgewood's Interest in a Potential Transaction, In September 2016, Plotnick, then-Vice President of Ridgewood, a developer, attended an industry conference in Texas, where he met PCC's golf management consultant, John Brown of Brown Golf Management. . A: I would say not necessarily. However,board members changed the redemption formula in the bylaws against attorney advice. 149-1 at 11, 52; Doc. ), On September 9, two days after the meeting, counsel circulated a proposed Seventh Amendment to the AOS, which included purchase price adjustments. (Doc. (See Doc. 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. No. (Doc. Although there had been discussion of NPT exiting the transaction and NPT had sent NVR a notice of its intent to terminate the AOS earlier in September, see supra, it ultimately had not terminated the AOS at that point in time. No. The Motion by Concert Plantation and PGCC to continue/delay the trial is DENIED. ), 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. 5 (September 16, 2014 email in which Nanula wrote, Spoke to Glenn Meyer. (Doc. Silverman also testified that Nanula wasn't being very honest with us and stated he does not like doing deals with people that aren't honest. (Id. MM at 187:23-188:1.) No. ), Meyer testified that the Philmont that was sold to Concert Golf and the Philmont that exists today are two drastically different entities that has [sic] disrupted, you know, in my view the lives of all of its prior members. (Doc. Ridgewood appears to argue that Pennsylvania law applies. Id. (Id. . During oral argument, NPT implied that this inconsistency in testimony rendered Meyer not credible. No. (Doc. No. (Doc. Id. 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.).) (See, e.g., Doc. Rumsey identifies no other interaction with RLH that would constitute a business transaction. Id. 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. The Class files additional arguments explaining why the Receipt and Releases were never valid. that wouldn't have sat well with me, nor the members of the club.).) X at 65:20-66:15.) A (September 28, 2016 email from Michael Tulio, then-Vice President of Land Acquisition at Metropolitan, stating, I'm willing to post a deposit of 750K to show our commitment and when the zoning portion is approved and the appeal period passes I will release to the club 375K, then after the Environmental release the balance making it fully non refundable and for the club to use as they see fit. 3 to Ex. No. No. No. 14 to Ex. However, the Court dismissed the only cause of action asserted against those entities-civil conspiracy, so they are no longer Defendants in this action. 116-9, Ex. (Doc. 100-28, Ex. (providing that NPT would work to obtain a text amendment to the current Township Zoning ordinance to (i) rezone the portion of the Property containing the Additional Land to the RSD-2 zoning district; and (ii) permit age-restricted townhouses to be permitted within the RSD-2 zoning district).). . b. 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. . ), 1. Rumsey Land Company (Rumsey) owned a property, and when Rumsey filed for bankruptcy, Resource Land Holdings, LLC (RLH) offered to purchase the property. 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. at 97. at 117:14-16 (Well, obviously learning of some of these negotiations behind our back is a little -you know, unsettling.). NPT continued, In an effort to amend the LPA, you had a telephone conversation with Marty Stallone wherein you advised Marty that the two sides were far apart and we should provide notice of our intent to terminate the AOS with the Seller. (Id.) [A]: I'm not sure whether there is a case that talks about two companies cannot do that.).). 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. We will want to nod' to some master plan elements so the members are excited about their North Course being updated a bit, but we want to spend the smallest dollars possible to get the maximum member impact. (Doc. No. ), 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. 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? 116-19 (resignation emails); Doc. No. A subsidiary of Concert Golf Partners that controls the Plantation ), The agreed-upon Initial Capital Projects consisted of: renovating the men's and women's locker rooms so that they met a modern country club standard; improving the North Course bunker, cart path, greens, and drainage and removing trees; renovating the pool and pool area; and upgrading the HVAC infrastructure. No. Nanula made the following request: For now, 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. (Id. (See Doc. Legal Name Concert Golf Partners, LLC. 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? at 89; see also Doc. The Court dismissed the fraud claim asserted against Ridgewood, Plotnick, and Grebow and the fraud claim asserted against CGP and Nanula to the extent it was based on representations about the riskiness of developing the Property or retaining 27 holes of golf, finding that NPT failed to allege justifiable reliance. No. 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. No. The lawsuit alleged Lansing officers used excessive force and discriminated against DeShaya Reed, who is Black, because of her race. 116 at 28-19 (Ridgewood and CGP also had a duty to disclose their relationship because disclosure was necessary to prevent Ridgewood's backing out of its promise to make an offer to [PCC] from being misleading.).) Where the record taken as a whole could not lead a rational trier of fact to find for the non-moving party, there is no genuine issue for trial. ), After Meyer reviewed CGP's proposal, he responded, I thought upon closing the real estate transaction we would have the full proceeds of the sale available towards capital improvements but I'm only seeing $5M listed. (Doc. 116-14, Ex. About a week later, on October 5, Plotnick emailed Tom Bennison from ClubCorp, attaching PCC's financials, including financial statements, profit and loss spreadsheets, and a 2016-2017 budget. It is undisputed that CGP incorporated Concert Philmont to purchase the Club (id. No. See The Roskamp Inst., Inc. v. Alzheimer's Inst. 100-5, Ex. 21 to Ex. 100-5, Ex. (Doc. Last Funding Type Private Equity. (Doc. (ahf) (Entered: 12/31/2018), Summons Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC. This case was filed in (Doc. Mindful that is not dispositive, see id., cmt. Fraudulent concealment is characterized by deceptive acts or contrivances intended to hide information, mislead, avoid suspicion, or prevent further inquiry into a material matter. Gnagey Gas & Oil Co., 82 A.3d at 501 (quoting Colton, 231 F.3d at 898-99); see also Id. 100-5, Ex. Under the DSA, Ridgewood Philmont is paid a management fee for providing development services. 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. This case was filed in U.S. District Courts, Florida No. 100-18, Ex. 117 at 13-16.) (Doc. 100-5, Ex. (See Doc. ), 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. A (executed copy of a September 29, 2016 confidentiality agreement between Ridgewood and PCC).) No. Pa. 2008), to show when there is a duty to speak under Pennsylvania law. A.) Once the moving party has met its burden, the nonmoving party must counter with specific facts showing that there is a genuine issue for trial. Matsushita Elec. Concert Golf Partners inherited the suit when it purchased the club in January 2019. The due diligence period was extended until September 29, 2016 through a series of eight amendments to the AOS. . A at 190.) 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.) (Id.). 117 at 24 n.4.). 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.) ; see also id. Refund amounts are based on the current Bylaws when the members resignation occurs. 100-22, Ex. (ahf) (Entered: 12/31/2018), DocketSummons Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC. 2014)); see also id. 9 to Ex. 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. This purchase matches the dollar amount that is subject to contingencies in the proposal on the table from Center [sic] Golf. A copy of the meeting notes is available by clicking on the document to the right. . No. A (said email exchange).) See 66 F.3d at 611. . Under the agreement, PCC (the Assignor) agreed to assign NPT (the Assignee), NPT initiated this action against Defendants on October 1, 2019. 100-5, Ex. In their motions for summary judgment, Defendants argue that: As assignee, NPT asserts a fraud claim against the Concert Defendants, which arises out of affirmative misrepresentations CGP allegedly made to PCC concerning capital expenditures. 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 ), On September 23, 2016, Plotnick emailed Meyer to discuss a potential relationship at Philmont. (Doc. 10; Doc. 2017-04395). 124-1 at 7. A ([T]he minimum Purchase Price will be no less than the product of $73,308.64 multiplied by 150 or Eleven Million, Two Hundred Ninety-Six Thousand, Two Hundred Ninety-Six and no/100 Dollars ($11,296,296) irrespective of Unit yield[.]).) A.) 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. Privacy Policy | Terms | Careers with mctlaw. That same day, Meyer and Nanula had a phone call regarding the terms under which the Concert Defendants would purchase Philmont Club. at 177-79.) No. W at 27:1-10, 35:18-36:11, 46:4-8. (Doc. Meyer responded, Marty [Stallone] seems like a good guy but that's your call. (Id. 100-38, Exhibit GG.) was basic to the transaction. (See Doc. (emphasis added).) Meyer advised that the transaction is subject to approval by a majority of the eligible voting members of the Club and that there would be a membership meeting to discuss the transaction. ), CGP is involved in the golf club industry. 7 at 426:12-15.) Indus. Speaking of PCC's Board, Nanula surmised, They need us, they want us, and they have capitulated in every respect. A Ultimately, PCC rejected NPT's proposals. (See Doc. 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. No. 100-35, Ex. The Court is not persuaded. No. 36 to Ex. ), On August 26, 2021, NPT filed an Amended Complaint. 116-8, Ex. Nanula said that Meyer understood and would be going back to the Board. See Williams v. Hilton Grp. (See Doc. A (December 20, 2016 email from Meyer to Silverman, forwarding NPT's revised proposal and stating, Hot off the press. 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 . 1 at 177-85.) 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. No. As PCC did not execute the proposed Ninth Amendment upon receipt on September 26, the due diligence period deadline, approximately an hour and a half later, NPT formally terminated the AOS. (Doc. 100-15, Ex. 117 F.Supp.3d 673 (E.D. Plantation Golf and Country Club is governed through bylaws established when the club first opened. A: Well, you know, because we - we wanted to be out of the club business so, you know, if we received one offer where we were going to have an operator versus another offer that was just for real estate deal there may have been some concerns about, you know, continuing to having [sic] to operate the club.). A: Possibly. (emphases added)).) UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. Underground Storage Tank Indemnification Fund, 82 A.3d 485, 501 (Pa. Cmw. The Court held oral argument on the motions on July 19, 2022. No. On March 3, 2017, NPT initiated a lawsuit against CGP and PCC in the Montgomery County Pennsylvania Court of Common Pleas (Case No. No. (So it seemed to me that this wasn't something that we might want to continue on down the road with.). 116-19, Ex. at 34; accord Doc. Ultimately, only Concert Philmont took title to any property. 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. 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. Judge issues Order denying the rehearing requested by The Class. NPT insists that Ridgewood did not make an informal offer for $5 million, despite Meyer's testimony in 2021 that such an offer was made. 149-1 at 19, 64.) Because each of the Defendants' misrepresentations [the plaintiff] claim[ed] induced him to enter into the FFE Agreement [were] incorporated into the FFE agreement, the court held that the gist of the action doctrine barred the fraudulent inducement claims. No. 2 to Ex. According to Meyer, given that PCC had been negotiating for quite a while, the fact that the two firms [PCC] had agreed to work with were really not on the same page and not getting along very well caused [him] to question whether or not this was something that [PCC] wanted to proceed. (Id. See Wen, 117 F.Supp.3d at 683. WKAR relies on individual No. No. 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)). ), In May 2015, PCC agreed to sell the Property to NVR, Inc., a homebuilder. . (Doc. 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 23. 17 to Ex. The change of bylaws without consent from resigned members is a self-serving business practice by PGCC. 100-21, Ex. On December 6, Stallone, on behalf of NPT, sent Marina Katz, a PCC member, an offer to purchase the Property for $5 million. 116 at 29.) (Doc. . (See id.). Pa. Oct. 11, 2017) ([I]t is generally inappropriate for a court to grant summary judgment based solely on a failure to prove damages flowing from a demonstrated breach of contract.); see also Interlink Grp. NPT relies on the evidence of disgruntled members to support its contention that Ridgewood and CGP's relationship was material. 173)-notwithstanding the fact that he had told Ridgewood that he was ready to paper [their] deal the week prior (Doc. is the critical determinative factor in determining whether the claim is truly one in tort, or for breach of contract); id. at 117:22-23, 119:3-5 (Meyer's estimate that 90 plus percent of prior PCC members are no longer members of the club and his testimony that [t]he membership changed drastically because of, you know, the way Concert ran the club).) No. 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. . 28, 2022). (Doc. He wanted to explore how we could give the club 100% of all our real estate proceeds . No. ), Ridgewood and CGP continued to keep in touch as things moved ahead with CGP and PCC. 11-5676, 2015 WL 4597970, at *11 (E.D. ), On February 1, PCC's membership voted to approve the PSA. Finally, one place to get all the court documents we need. No. ), 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 Duquesne Light Co., the Third Circuit specifically enumerated the five circumstances in which a duty to speak arises under 551 (which again does not include the only source of information to the other party prong). Such is the case here. 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. 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? ), About two years prior, in late 2014, Plotnick emailed Meyer to see whether PCC was interested in discussing a potential transaction with Ridgewood. 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.) No. 149-1 at 38; see also Doc. 2:19-CV-04540 | 2019-10-01, U.S. District Courts | Labor | No. (See Doc. A dispute is genuine if the evidence is such that a reasonable jury could return a verdict for the nonmoving party, and a fact is material if it might affect the outcome of the suit under the governing law. Anderson, 477 U.S. at 248. ), On October 21, Plotnick emailed Nanula [his] initial thoughts to a structure of a deal between CGP and Ridgewood at PCC. When the bankruptcy court did not approve the sale, Pueblo Bank & Trust Company, LLC (PBT) purchased the property at a bankruptcy auction and then transferred the land to RLH. See Leprino Foods Co. v. DCI, Inc., 727 Fed.Appx. 100-5, Ex. 149-1 at 59. (Doc. (Id. Attached to the PSA are exhibits that delineate the capital improvement projects to be undertaken. Why is this public record being published online? No. at 36:2-11.). 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. No. PCC, NVR, and NPT met the next day, September 7, to discuss these issues. (Doc. 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. Concert Golf Partners will not require residents to be club members. An Amended Complaint estate proceeds rise to a duty to disclose under the,... 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