at 26. at 177-79.) ), Meanwhile, on January 23, CGP incorporated Concert Philmont and Concert Philmont Properties as single purpose entities to be the purchasers. (Doc. If you do not agree with these terms, then do not use our website and/or services. No. D at 29:13-22. [I]f you knew that Mr. Nanula was promising to spend $5 million to you, but in reality he was planning to actually spend less than $5 million, would you have still voted to sell the club to Concert Golf? ), F. PCC Engages in Separate Discussions with NPT, Ridgewood, and CGP About Selling the Property and/or Philmont Club, After NPT terminated the AOS on September 26, PCC had separate discussions with NPT, Ridgewood, and CGP about potential deals. Q: Can you explain your answer, Mr. Meyer? The following week, on October 10, Plotnick emailed the same documents to Matthew Glavin at Morningstar Golf & Hospitality, LLC. However, in 2021, Meyer testified that in or around September 2016, Ridgewood made an informal offer for $5 million for the nine-hole Property. No. 100-5, Ex. . No. 173.) 16 (October 19, 2018 resignation email from Mitch Russell, stating, There is no regard for the agreement between Philmont and Concert golf [sic] and I will clearly go on the record of saying Concert stole Philmont and to date has yet to live up to any of the declarations in the agreement . 100-24, Ex. (Doc. ), On November 1, 2016, Nanula provided PCC with a formal written proposal for CGP's purchase of Philmont Club and the Property. As such, the Court finds that 551(2)(b) did not impose a duty to disclose on the Concert Defendants. "Concert Golf's value-added approach to operating clubs, combined with its operating expertise, has positioned the Company well to bring its best practices to new locations and enhance the experience for private club members," added Dilshat Erkin, Senior Vice President at Clearlake. No. at 1, 17, 88.) 13 (September 27, 2016 email from Plotnick to Meyer, stating, Thanks again for taking the time to speak with and tour Jonathan and I today. Accordingly, the Court denies Ridgewood's motion for summary judgment as to the breach of contract claim. A; see also Doc. Nos. No. at 28:8-21 (Q: If you found out, if you learned before the sale of the club to Concert Golf, if you found out Ridgewood was going to make an offer with an increased amount but did not do so because Concert instructed Ridgewood not to make an offer, had you out about that, would you still have recommended the sale of the club to Concert Golf? A: I would say not necessarily. 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). (Doc. 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.). The Court concludes that no reasonable juror would find Ridgewood and CGP's relationship-and the profits they would garner from their separate and independent transaction-was material. The Judge immediately ruled in favor of PGCC and Concert on all counts and determined that The Class has no claims to present to a jury. (July 19, 2022 Hr'g Tr. (Doc. At bottom, aside from Ridgewood's initial interest in making an offer to purchase a portion of the Property or the entire club, NPT has not identified- let alone pointed to any evidence of-any interaction that PCC had with Ridgewood that would constitute a business transaction. (explaining that concealment involves the hiding of a material fact with the attained object of creating or continuing a false impression as to that fact). 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. This purchase matches the dollar amount that is subject to contingencies in the proposal on the table from Center [sic] Golf. 2:19-CV-04540 | 2019-10-01, U.S. District Courts | Labor | 173.) Even more, this change came with no consent from resigned members waiting for their redemption. 100-5, Ex. Plantation Golf and Country Club is governed through bylaws established when the club first opened. No. A: . No. In other words, CGP would not be purchasing Philmont Club directly. W at 54:10-22 (Q: . 12-6179 (JBC), 2014 WL 3578748, at *7 (D.N.J. 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. X at 67:11-13; see also id. Summary judgment is appropriate if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law. Fed.R.Civ.P. When resigning from a PGCC equity membership, members go on a waiting list to get refunds. No. . A. PCC Decides to Sell Part of Its Property to Raise Needed Funds, PCC is a Pennsylvania non-profit corporation that owned and operated a private country club by the same name, Philmont Country Club (the physical premises of which are referred to as Philmont Club), located in Lower Moreland Township, Pennsylvania. 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. Meyer immediately forwarded to Silverman, stating, Hot off the press. 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. No. [I]f I knew that was his intention I would say I wouldn't - that wouldn't have sat well with me, nor the members of the club.).). 16 at 4-5 (There is no regard for the agreement between Philmont and Concert golf [sic] and I will clearly go on the record of saying Concert stole Philmont and to date has yet to live up to any of the declarations in the agreement . In December 2016-after PCC's Board approved CGP's proposal but before it approved the PSA-NPT approached PCC again about renewing the AOS. No. that wouldn't have sat well with me, nor the members of the club.).) 100-25, Ex. A; Doc. 100-5, Ex. Pa. Jul. Seven to fourteen times Ridgewood's initial investment of $500,000 is $3.5 million to $7 million. 100-26, Ex. 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. However, at the end of his email, Nanula wondered, why do we need Ridgewood at all? The Motion by Concert Plantation and PGCC to continue/delay the trial is DENIED. . . It is undisputed that PCC was in a distressed financial situation. 149-1 at 14.) Talk to our attorneys about your refund even if you already received a redemption check for an incorrect amount, or youre awaiting a redemption check. NPT cites two cases for the proposition that the question of materiality cannot can be decided at the summary judgment stage unless the issues are so obviously important that reasonable minds cannot differ on the question of materiality. Nanula also presented a counter-proposal on the real estate deal, which included first, splitting the entitlement costs 50-50, second, CGP tak[ing] the next $7m . ), NPT also misstates the Court's prior Memorandum when it posits, The Court has similarly observed that the gist of the action doctrine does not bar fraud claims where the defendant never intended to keep its promise to do something in the future. (Doc. 5 to Ex. (Id. (Id. (Doc. No. WKAR relies on individual 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. 116-2 at 202 (In discussing the component of the Defendants' agreement that yields a $7 million allocation for the Property, Mr. Nanula wrote to his associates: Next $7m to CGP for land. The Class files its response opposing any continuation or delay, Hearing before Magistrate Bailey regarding numerous requests for documents, Deposition of Class Representative A. Anderson. [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. The Initial Capital Projects were to be completed within two years of the closing date (i.e., before March 2019). . (See id.). (Id. No. In the separate escrow agreement contract, to which Guaranty was a party, the agreement itself conclusively sets forth Guaranty's duties and must be strictly construed.); Gaines v. Krawczyk, 354 F.Supp.2d 573 (W.D. . (See 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. Concert Golf offers a personalized and curated approach to partnership and operates 27 private golf and country clubs nationally, including former developer-owned clubs and longtime member-owned clubs. 149-1 at 136-37. 2015) (Under Pennsylvania law, if a party is able to prove breach of contract but can show no damages flowing from the breach, the party is entitled to recover nominal damages. W at 27:1-10, 35:18-36:11, 46:4-8. (Doc. Judge issues Order denying the rehearing requested by The Class. In response, Nanula explained that PCC had two choices: (1) they could either get the full proceeds of the sale of the Property, if a sale ever even occurred, and bear all the risks and costs during the process or (2) allow CGP to rescue and fix the club now without taking any risk or bearing any cost at all. (Id.) (Doc. 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.). No. ] (emphasis added)).) Ultimately, NPT is upset that CGP may have gotten the better end of this business deal, which was based on real estate. ), In May 2015, PCC agreed to sell the Property to NVR, Inc., a homebuilder. 101-1 at 11.) 149-1 at 58.) 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. ), On August 26, 2021, NPT filed an Amended Complaint. at 188:2-12. (Id. No. A; Doc. No. 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. 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). Nanula's math show[ed] that with this division Ridgewood still makes 7-14x your invested capital in any reasonable scenario. (Id.) at 65-67.) was basic to the transaction. (See Doc. A.) S.) Stallone stated, Yes, but that was with all the environmental and zoning contingencies that you said the club was no longer interested in accepting. (Id.) 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. (See Doc. 11 to Ex. . In In re Rumsey Land Company, LLC, the Tenth Circuit considered whether a 551 fraudulent nondisclosure claim could be brought against a third party in the context of a land sale. A: . J (stating that the purpose, scope and intent of the development has substantially changed).) Public Records Policy. 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. Specifically, some members stated that they were displeased with how the Concert Defendants fulfilled (or failed to fulfill) the terms of the PSA. (Id. No. ), CGP. 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. 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 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. And the best part of all, documents in their CrowdSourced Library are FREE! I cant recommend this firm enough. No. 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. 124-1 at 8. No. 149-1 at 33.) However, the amounts of the refunds are not discussed in the article. ), On October 21, Plotnick emailed Nanula [his] initial thoughts to a structure of a deal between CGP and Ridgewood at PCC. See Wen, 117 F.Supp.3d at 683. ), Meyer is a financial planning and investment advisor. 100-5, Ex. 1. Make your practice more effective and efficient with Casetexts legal research suite. 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).) Nanula explained that Meyer wanted to explore how we could give the club 100% of all our real estate proceeds in 2-4 years when a deal happens. (Id.) Court issues its ruling saying that The Class did not present enough evidence to prove that PGCC breached its contract with the members of The Class. 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. For the foregoing reasons, the Court grants summary judgment to the Concert Defendants on Counts I (fraud), II ( 550), III ( 551), and IV (aiding and abetting) and grants summary judgment to the Ridgewood Defendants on Counts II ( 550), III ( 551), V (aiding and abetting). 116-12, Ex. (Doc. . To the contrary, the record shows that PCC was aware that CGP, a golf operator, would want to partner with a developer to develop the Property, that PCC's then-President had passed along the information for a potential developer, and that under the terms of the PSA, the second phase of capital improvement projects would occur only after the sale of the developed Property. Pa. Oct. 23, 2015) (Plaintiffs in this case fail to allege an actionable underlying fraud that the Foundation could have aided and abetted . To support its position, NPT also cites Silverman's statement that he would not have approved the sale knowing what he knows now: For these reasons, the Court grants summary judgment in favor of the Concert Defendants on NPT's 550 fraudulent concealment claim. No. 2:18-CV-05122 | 2018-11-28, U.S. District Courts | Civil Right | 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. No. Pennsylvania. In re Rumsey Land Company, LLC is instructive as to whether the Ridgewood Defendants were parties to a business transaction under 551. ), On November 21, Plotnick emailed Nanula his thoughts on some deal points as well as a few tweaks to [the] deal structure. (Doc. (See Doc. (Id.) In so holding, the Court emphasizes that NPT asserts this claim-and all other claims-as assignee. Deadline for The Class to appeal to the 2nd District Court of Appeals. Uhm, the bunkering that they've done . NORTH PENN TOWNS, LP, directly and as assignee of Philmont Country Club, Plaintiff, v. CONCERT GOLF PARTNERS, LLC, et al., Defendants. Notably, Defendants fail to cite any applicable case law to support their position.).). at 36:20-39. 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. (Doc. 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. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. Legal Name Concert Golf Partners, LLC. Cases involving employment discrimination (gender, age, religion, etc. See 66 F.3d at 611. Any unauthorized use of mctlaw is expressly prohibited. Nanula decided it was time for Ridgewood and CGP to paper our deal on the real estate opportunity and asked Plotnick to send him his tweaks to CGP's counter-proposal. Neither of these situations is present here. Landsberg lodged a similar complaint. Plotnick added, In the meantime, we will continue to stand on the sidelines and let you do your thing. No. (Id. 100-28, Ex. 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, e.g., Doc. No. No. ), The Phase II Capital Projects were subject to change arising from consultation with the new Club Advisory Board; New club member surveys; input and recommendations by [Concert Philmont's] operating consultants and experts; and Concert Philmont's refinement of the scope of such items after closing, at its discretion. No. NPT must set forth more than a mere scintilla of evidence to survive summary judgment, and it has not. Their group is an all-cash investor in A). Corp. USA, Inc. v. Am. (Doc. Section 551 imposes liability when one . MM at 149:22-150:4.) 149-1 at 60.) (See Doc. Ideal Dairy Farms, Inc. v. John Labatt, Ltd., 90 F.3d 737, 744 (3d Cir. Attorneys at mctlaw believe you deserve the amount originally and contractually promised when you purchased an equity membership. Nanula wrote, If so, great - we will move ahead on our club deal, and start working with you on the real estate deal. (Id.) (See Doc. (See id. at 113. 116-4, Ex. The new amount is a fraction of the refund resigned members are entitled to at the time of resignation. 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. 116-19, Ex. (KARPF, ARI) (Entered: 12/31/2018), U.S. Courts Of Appeals | Other | UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. 100-5, Ex. 116-19, Ex. As noted above, there is a difference between passive concealment, which involves mere nondisclosure or silence, and active concealment. Id. (Id. The AOS provided NPT with a 90-day due diligence period, during which time NPT had the right to terminate the AOS for any reason. The Court is not persuaded. at 79-80; id. 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. A: Again, I - I don't - that I can't answer. 100-29, Ex. (Doc. 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.).) 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. But see id. No. (Upon the sale of the fully entitled redeveloped portion of the property to a homebuilder, the waterfall will be as follows: -First, 50/50 to Ridgewood to repay the actual Approval Costs expended, -Second, 100% to Concert for the next $5MM of proceeds, -Last, 50/50 to Concert and Ridgewood for all additional proceeds.). . ), The Initial Capital Projects and Phase II Capital Projects delineated in the PSA's exhibits are identical to the capital improvement projects outlined in CGP's November 1, 2016 proposal to PCC, with one exception: moving and constructing a new maintenance facility was not part of the original proposal. 53 at 26-30; see also id. A (September 23, 2016 email from Plotnick to Meyer about wanting to discuss a potential relationship at Philmont); Doc. Ct. 2005). If zoning approvals were obtained from the Township, the Property could yield more units. 100-5, Ex. (Doc. No. (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).) 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. 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. A (Eighth Amendment to the AOS, extending the due diligence period from September 16, 2016 to September 26, 2016). (Id.) AA.) 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[.]).) 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