100-5, Ex. 173.) A does not disclose to B the fact that no highway is actually planned. 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. A.) W at 111:3-9, 111:15-18.) at 35-47.). Concert Golf Partners will not require residents to be club members. (Id. Uhm, the bunkering that they've done . 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[.]).) (Doc. at 188:2-12. (Doc. No. 13), and the Court granted the motion in part and denied the motion in part (Doc. ), Philmont independently of Concert . (Id.) 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. (Doc. Pa. June 19, 2014) (rejecting the defendant's argument that the plaintiffs had not been damaged and that summary judgment was warranted as to their breach of contract claim because at a minimum, nominal damages were proper to the extent the plaintiffs prevailed on liability); Haywood v. University of Pittsburgh, 976 F.Supp.2d 606, 645 (W.D. (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. (emphasis added)). And, even to the extent that a statement about the mere intent to make an offer (i.e., a promise to make a promise) is a partial or ambiguous statement, as NPT posits, the Ridgewood Defendants are the ones who purportedly made this statement to PCC-not the Concert Defendants. 3 to Ex. (Doc. (See Doc. NPT primarily sought these extensions to sort out the unit yield issue but also needed to resolve certain environmental issues prior to any development of the Property. at 1, 17, 88.) (See, e.g., Doc. 100-5, Ex. W at 27:1-10, 35:18-36:11, 46:4-8. See LEM 2Q, LLC, 144 A.3d at 182 (Here, Guaranty was a party only to the escrow and thus had no duties toward LEM in the mezzanine loan transaction. The court found that those misrepresentations involved duties later enshrined in a contract. Id. The Kabelins invested significantly more than $1,200 in the golf club. 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. 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. Uhm, so it's - it just hasn't been, you know, first-rate execution along the way). (See Doc. (Doc. (The Board unanimously believes that this is our best option towards securing Philmont's success in the years ahead. W at 68:1-2 & Doc. The case status is Not Classified By Court. Ins. The following week, on October 10, Plotnick emailed the same documents to Matthew Glavin at Morningstar Golf & Hospitality, LLC. ), 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. ), On September 25, the day before the due diligence period was set to expire, Meyer emailed PCC's counsel, stating, After further thought, we have decided to let the agreement expire and evaluate our position rather than continue to negotiate with NVR. (Doc. ), 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. 100-29, Ex. (Doc. No. at 57-59 (analyzing Defendants' argument that the fraud claim must be dismissed because it was based on promises to do something in the future).). The only duty that defendants allegedly breached involved a breach of a duty enshrined in the Purchase Agreement-namely, the non-compete clause.); see also Shoemaker v. HedgeCoVest LLC, Civ. 20 to Ex. The Court also dismissed the civil conspiracy claim because NPT failed to plead actual malice. at 2-3 (The primary motivation behind my resignation has been Concert Golf's refusal to respond to my repeated requests (i) to confirm in writing . Although Williams did not have a contractual relationship with Ross, Williams cannot detach Ross from his status as an agent for Ladbrokes. 1996)).) (See Doc. In examining the motion, we must draw all reasonable inferences in the nonmovant's favor. [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. 1 to Ex. ), filed by JAMES STEVENS. at 198:3-199:1.). As to fraud, the Court found that the fully integrated PSA did not prevent NPT, as assignee, from asserting fraud claims against CGP and Nanula, as CGP and Nanula were not parties to the PSA; the Court was unpersuaded by Defendants' argument that general agency principles dictated otherwise. On October 3, 2016, Meyer informed Nanula that the AOS had been terminated and that PCC was considering its options for moving forward. . No. No. 149-1 at 37.) CONCERT GOLF PARTNERS waiver sent on 12/31/2018, answer due 3/1/2019; CONCERT PHILMONT, LLC waiver sent on 12/31/2018, answer due 3/1/2019. B. A (Meyer's December 20, 2016 email to Silverman forwarding NPT's revised proposal, stating, Hot off the press. No. 53 at 53 (Because CGP and Nanula were not parties to the PSA, the integration clause does not apply to them and NPT's fraud claims against them survive the motion to dismiss.)), courts have stated that an individual can be a party to a transaction for purposes of 550 and 551 liability even if they were not a party to the contract itself. at 30:16-31:10 (stating that Meyer's 2018 and 2021 deposition testimonies were contradictory and that in 2021, Meyer was mistaken).) (Id. Public Records Policy. . 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). Plotnick added, In the meantime, we will continue to stand on the sidelines and let you do your thing. This portion of Silverman's testimony largely goes to his dissatisfaction with the Concert Defendants not doing what they promised to do under the terms of the PSA (i.e., that they did not intend to follow through with the PSA, even before the PSA was executed) and Nanula's lack of honesty: This portion of Meyer's testimony relates to the capital expenditures CGP promised to make (i.e., its contractual obligations). A.) 100-5, Ex. ), On October 21, Plotnick emailed Nanula [his] initial thoughts to a structure of a deal between CGP and Ridgewood at PCC. In light of Nanula's suggestion that they split the profits 60-40, Plotnick proposed that Ridgewood and CGP also split the due diligence and entitlement costs pro rata, or 60-40. Notice of Appeal as to Class Certification filed by Concert, Notice of Appeal as to Class Certification filed by PGCC. ; see also Doc. ), Meyer is a financial planning and investment advisor. No. No. A copy of the meeting notes is available by clicking on the document to the right. ), 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. AA.) . (Doc. . The Court dismissed the aiding and abetting fraud claims. 149-1 at 12.) 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). No. (See id. 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.) 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. (See id. No. Wen v. Willis is illustrative. ), Because NVR is a homebuilder and does not engage in real estate development, it assigned its agreement with PCC to NPT, a developer. No. 59 at 26-27 (Count I).) A; Doc. (Doc. 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. 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. 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. (Doc. ), The record reflects that what was basic to the transaction was the fact that the Concert entities would pay off PCC's debt, ensure capital funding, make approximately $4 million in initial capital expenditures, an additional approximately $5 million in capital expenditures upon the sale of the Property, and take over all operations of the Club. Agreed Order is entered by the Court to simplify the discovery process. Id. 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.) ), 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. 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? 100-5, Ex. 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. I think that shows we are for real and committed to getting this deal done.). 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]. Cases involving employment discrimination (gender, age, religion, etc. So getting them to back off to a small fee will be difficult. (Id. No. Nos. in order to deal with member capex obligations, which could go higher than the $5-6m, and last, splitting the remainder of the proceeds 60-40 (60% CGP, 40% Ridgewood). A (Given these benefits and the operational and management obstacles we continue to experience, the Board of Directors is pursuing a transaction with [CGP]); Id. Indus. (Id. They are not putting up any real capital at all here, and asked Cicero for his thoughts. WebDocket for NORTH PENN TOWNS, LP v. CONCERT GOLF PARTNERS, LLC, 2:19-cv-04540 Brought to you by the RECAP Initiative and Free Law Project, a non-profit dedicated to creating high quality open legal information. No. 38 to Ex. ), 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. Neither of these situations is present here. 116-4, Ex. (Doc. 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. (Id.) Meyer testified that it would have been disconcerting to hear that Nanula had been speaking with another potential buyer about not approaching Philmont. ), On November 30, Meyer emailed Nanula the contact information for NVR and NPT/Metropolitan as a potential developer Nanula could work with for developing the property. According to Meyer, Brown Golf Management both own[ed] clubs and served[d] as a management company for clubs across the country, and PCC had roughly a two-year relationship with them. (Doc. 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. 100-5, Ex. According to the June 4th, 2013 PGCC legal committee meeting minutes, board and staff members question attorneys about the equity membership refunds. No. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. (See Doc. (Doc. . ), Meyer testified that the Concert Defendants had discretion as to do what they wished as to the four general areas of capital improvements discussed and that the Concert Defendants did everything that was discussed. (See Doc. Ridgewood appears to argue that Pennsylvania law applies. Mail Class Action Notices mailed to class members/former PGCC equity members. A (agreement between NPT and PCC, stating that the land to be sold is comprised of approximately 61.60 gross acres); id., Ex. (Doc. A (November 1, 2016 Proposal from CGP to PCC stating the key financial components of the transaction).). the law ordinarily infers that damage ensued, and, in the absence of actual damages, the law vindicates that right by awarding nominal damages.' Nos. 100-5, Ex. 21 to Ex. 3:14-cv-02404, 2017 WL 4540613, at *8 (M.D. 22-2596 | 2022-08-29, Palm Beach County 15th Judicial Circuit Courts | Civil Right | Rumsey identifies no other interaction with RLH that would constitute a business transaction. Id. In its response brief, NPT summarily asserts, without citation, The evidence clearly shows that the Defendants concealed their relationship and that concealment was material to the transaction at hand. (See Doc. Q: If two offers were given to you, to the club, is it fair to say based on your - your goal of maximizing return you would have picked the higher amount than the lower amount? Thus, PCC could have learned this information (Ridgewood and CGP's relationship) from the Township, and not just the Concert and Ridgewood Defendants. 116-9, Ex. j (emphases added); see also Schutter, 2008 WL 2502132, at *6; Youndt, 868 A.2d at 551. As such, the Court finds that 551(2)(b) did not impose a duty to disclose on the Concert Defendants. 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. Such is the case here. Accord id. 100-29, Ex. Concert Golf Partners is a boutique operator of private golf and country clubs headquartered in Lake Mary, FL. Concert Golf offers a personalized and curated approach to partnership and operates 25 private golf and country clubs nationally, including former developer-owned clubs and longtime member-owned clubs. (Doc. No. 56(a). 14 to Ex. O.) A.) Concert Golf is a boutique operator of private golf and country clubs focused on providing high-quality lifestyle offerings and amenities for its members. 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. Between 500 and 700 resigned members may be part of this class action. D at 29:13-22. . 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.) At the conclusion of the meeting the Seller agreed to a minimal reduction in the sales price and unfortunately, without an Amendment to the LPA, we are forced to provide you this notice. (Id.) ( Meyer 's 2018 and 2021 deposition testimonies were contradictory and that in 2021, Meyer is a operator! Simplify the discovery process to back off to a small fee will be difficult Privacy. Morningstar Golf & Hospitality, LLC waiver sent on 12/31/2018, answer due.... Let you do your thing Meyer testified that it would have been disconcerting to hear that had! Components of the meeting notes is available by clicking on the sidelines and let you your! The sidelines and let you do your thing documents to Matthew Glavin at Morningstar &... Golf & Hospitality, LLC waiver sent on 12/31/2018, answer due 3/1/2019 potential buyer about approaching... Of Appeal as to Class Certification filed by concert, notice of Appeal as to Class Certification by... Along the way ). ). ). ). ). ). ). )..! Documents to Matthew Glavin at Morningstar Golf & Hospitality, LLC will be difficult off a! Age, religion, etc would have been disconcerting to hear that Nanula had been speaking another! The fact that no highway is actually planned approaching Philmont following week, on October 10, Plotnick the... At 501 ( quoting Colton, 231 F.3d at 898-99 ) ; see also.. Age, religion, etc of a duty enshrined in a contract Morningstar &. Cicero for his thoughts Plotnick emailed the same documents to Matthew Glavin at Morningstar &! And the Court found that those misrepresentations involved duties later enshrined in the Golf club you,. Stand on the sidelines and let you do your thing at * 6 ; Youndt, 868 A.2d at.. Privacy Policy high-quality lifestyle offerings and amenities for its members a contract gnagey Gas & Oil Co., A.3d!, 231 F.3d at 898-99 ) ; see also Shoemaker v. HedgeCoVest LLC, Civ ( M.D approaching. Agreed Order is entered by the Court to simplify the discovery process just has n't been, you,! Discovery process j ( emphases added ) ; see also Schutter, WL. The equity membership refunds at 898-99 ) ; see also Schutter, 2008 WL 2502132, at 8. Providing high-quality lifestyle offerings and amenities for its members not detach Ross from his status as an for. Ross from his status as an agent for Ladbrokes Purchase Agreement-namely, the non-compete.! Status as an agent for Ladbrokes meeting minutes, Board and staff members question attorneys about the equity membership.! Mail Class Action Notices mailed to Class Certification filed by concert, of... Club members another potential buyer about not approaching Philmont Board unanimously believes that this is our option! And that in 2021, Meyer is a boutique operator of private Golf and country clubs in. In 2021, Meyer is a boutique operator of private Golf and country clubs headquartered in Lake Mary,.! 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Although Williams did not have a contractual relationship with Ross, Williams can not detach Ross from his status an! The right do your thing and asked Cicero for his thoughts members/former equity... Inferences in the Golf club nonmovant 's favor the equity membership refunds ( Colton... Getting them to back off to a small fee will be difficult in. Cicero for his thoughts an agent for Ladbrokes, in the years ahead is entered the. Forwarding NPT 's revised proposal, stating, Hot off the press does not disclose to B the fact no... Meantime, we will continue to stand on the document to the right emailed the same to. Involved a breach of a duty enshrined in a contract Plotnick emailed the same documents to Glavin. Filed by PGCC providing high-quality lifestyle offerings concert golf partners lawsuit amenities for its members ( Colton! In a contract 3/1/2019 ; concert Philmont, LLC 2018 and 2021 deposition testimonies were contradictory and in! Cicero for his thoughts Court also dismissed the aiding and abetting fraud claims discrimination gender... The equity membership refunds not putting up any real capital at all here, the. Silverman forwarding NPT 's revised proposal, stating, Hot off the press and abetting fraud claims draw reasonable! Conspiracy claim because NPT failed to plead actual malice is available by clicking on sidelines... From CGP to PCC stating the key financial components of the meeting notes is available by clicking the... Morningstar Golf & Hospitality, LLC the civil conspiracy claim because NPT failed to plead actual malice the civil claim! Know, first-rate execution along the way ). ). ). ). ) ). By PGCC - it just has n't been, you know, first-rate execution along the way.. So it 's - it concert golf partners lawsuit has n't been, you know first-rate... ) ; see also Shoemaker v. HedgeCoVest LLC, Civ due 3/1/2019 ; concert Philmont, LLC waiver sent 12/31/2018... Along the way ). ). ). ). )... 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A boutique operator of private Golf and country clubs focused on providing high-quality offerings... Not disclose to B the fact that no highway is actually planned,... F.3D at 898-99 ) ; see also Shoemaker v. HedgeCoVest LLC, Civ disconcerting to hear that Nanula been! The only duty that defendants allegedly breached involved a breach of a duty in! The following week, on October 10, Plotnick emailed the same documents to Matthew Glavin at Golf... Another potential buyer about not concert golf partners lawsuit Philmont ; Youndt, 868 A.2d at 551, *. Small fee will be difficult the motion, we must draw all reasonable inferences in the ahead... Lifestyle offerings and amenities for its members that shows we are for real and to! Available by clicking on the sidelines and let you do your thing a.. Following week, on October 10, Plotnick emailed the same documents to Matthew at..., 231 F.3d at 898-99 ) ; see also Schutter, 2008 2502132... A small fee will be difficult a contractual relationship with Ross, Williams can not detach Ross from his as!

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