concert golf partners lawsuit

And, the Court is even less persuaded by NPT's contention that Meyer's testimony that the Defendants' relationship was disconcerting shows that relationship went to the essence of the transaction. the capital investments being implemented with regard to the two required capital phases under our Agreement of Sale . (See, e.g., Doc. Those who do decide to join with be charged lower club fees, such as $12,550 per couple for golf, roughly half the amount now charged. Silverman explained that it would be easier to provide a summary of the current real estate deal with NPT verbally as [PCC was] in the process of receiving an amendment to the [AOS] that will better clarify the details. (Id.) (Id.) 100-35, Ex. Concert Golf Partners will not require residents to be club members. Call Us Now or Fill Out a Form Below. No. No. Defendants file a Motion for Summary Judgment requesting that the Court decide the entire case based on the evidence without the need for trial. Judgment will be entered against a party who fails to sufficiently establish any element essential to that party's case and who bears the ultimate burden of proof at trial. 140-1 at 49. (Doc. No. 100-5, Ex. 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 . (See Doc. (See Doc. Defendants file their response to The Class motion for a decision on its claims for breach of contract and other issues. Silverman testified that, had Ridgewood reached out to. Pa. 2014 (collecting cases); CRS Auto Parts, Inc. v. Nat'l Grange Mut. ), On September 9, two days after the meeting, counsel circulated a proposed Seventh Amendment to the AOS, which included purchase price adjustments. 173.) Operating Status Active. 149-1 at 19, 60, 64; Doc. ), CGP. 100-15, Ex. 100-5, Ex. (Doc. Accordingly, the Court grants summary judgment to the Concert Defendants on Count I. (Id.) No. No. (Doc. 17-cv-00209-RM-NYW, 2015 WL 1517022, at *4 (D. Colo. Mar. Plantation refund lawsuit expands to 54 plaintiffs Earle Kimel earle.kimel@heraldtribune.com 0:00 1:33 SARASOTA COUNTY A lawsuit against 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? 073823, 2008 WL 2502132, at *5-6 (E.D. Critically, these allegations involve duties that were outlined in the PSA. v. PNC Fin. (Doc. was basic to the transaction. (See Doc. . See Restatement (Second) of Torts 551(2)(a)-(e). 9; Doc. Meyer replied, Marty seems like a good guy but that's your call. (Id. Ultimately, the Seventh Amendment to the AOS that was executed did not include any purchase price adjustments and merely extended the due diligence period to September 16, 2016. See Church Mut. ), Cicero agreed that the return Ridgewood would receive under the proposal seems awfully high instead of just some set fee that is relatively nominal. (Id.) The case status is Not Classified By Court. 2017-04395) (the "Original Action"), alleging that CGP tortiously interfered with its contract with PCC and ; see also id. Section 550 imposes liability when one party to a transaction . 3 to Ex. Undoubtedly, the record shows that Nanula and CGP were heavily involved in the negotiations for the transaction. . (See Doc. at 83 (On December 12, 2016, Nanula met with members of Philmont at the Club and made a power point presentation relating to CGP's proposal to acquire the Club.).) They are not putting up any real capital at all here, and asked Cicero for his thoughts. PCC's property included two 18-hole golf courses (the North Course and the South Course), which spanned approximately 296 acres of land. No. 149-1 at 30-31.) Equal Employment Opportunity Act (EEOA) - 42 USC 2000e Landsberg lodged a similar complaint. Viewing all the facts in the light most favorable to Plaintiff and drawing all inferences in its favor, the Court finds that a reasonable juror could conclude that the Concert Defendants' actively concealed their relationship with Ridgewood from PCC. (See, e.g., Doc. (See Doc. 14 to Ex. A.) No. (Id. No. Inc., 811 A.2d 10, 14 (Pa. Super. 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. (See Doc. No. the capital investments being implemented with regard to the two required capital phases under our Agreement of Sale . Equal Employment Opportunity Act (EEOA) - 42 USC 2000e Meyer testified that it would have been disconcerting to hear that Nanula had been speaking with another potential buyer about not approaching Philmont. 2004) ([W]e hold that the District Court did not err in concluding that the doctrine barred Williams's claims against Ross, as well as his claims against Ladbrokes. And the record reflects that because of PCC's distressed financial circumstances, it did not push back during negotiations with the Concert Defendants or halt the transaction even when it believed it could have or should have received more monetary consideration in exchange for selling the Club and Property. 149-1 at 60.) Cancellation and Refund Policy, Privacy Policy, and Namely, the FFE Agreement provided that the defendants would provide cash and all finance advisory services necessary to generate earnings, the plaintiff would receive 99.9% of the net profits, and when the FFE was dissolved, the plaintiff would receive distributions equal to $4 million. Accordingly, the Court denies Ridgewood's motion for summary judgment as to the breach of contract claim. 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. 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. (Doc. (Id. 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. No. . No. AUGUSTA, Ga. (WJBF) The agreement to hold concerts at Lake Olmstead Stadium has hit a sour note. ), Meyer is a financial planning and investment advisor. . (Id. In addition, the Gaines court did not hold that the plaintiffs in that case were parties to a transaction or involved in a business transactional relationship. Section 550 applies to fraudulent concealment claims (i.e., active concealment), while Section 551 applies to fraudulent nondisclosure claims (i.e., mere silence). No. ), 1. 149-1 at 136-37. 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[.]).) No. A (executed copy of a September 29, 2016 confidentiality agreement between Ridgewood and PCC).) And when asked specific questions related to the tanks, Gnagey failed to provide pertinent information. 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). Id. 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]. [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? . No. a deal that Concert was going to cut for Ridgewood, Meyer testified that in [his] capacity as president, if the financial arrangement of the deal was going to be as stipulated, [he didn't] know that anything else would have changed our mind in that regard. (Doc. On September 29, Plotnick and Nanula spoke on the phone. 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. 100-28, Ex. No. (See 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. It will be paid in installments as summarized below but 100% of the money is guaranteed with no contingencies on Township approvals or environmental issues. at 503. ), About a week later, on September 14, NPT provided NVR with formal notice of [its] intention to terminate the AOS. (See Doc. 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). D at 282:10-24; see also id. And NPT has made quite clear that it is pursuing a fraudulent nondisclosure claim based on the Restatement (Second) of Torts 551. Agreed Order is entered by the Court to simplify the discovery process. No. No. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). No. 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.) Co. v. Pittsburgh & W.Va. R.R. . 17 to Ex. at 29; see also Doc. NN at 267:21-268:1. ), On September 16, NVR told Glenn Meyer, then-President of PCC, and PCC's counsel that NPT indicated to NVR its desire to exit the transaction and NVR will be stepping back into the shoes of the Purchaser. (Doc. No. (Doc. at 34; accord Doc. 100-5, Ex. That's because she No. No. W, 54:10-22).) 100, 101.) (quoting Colton, 231 F.3d at 898-99); accord U.S. ex rel. 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.) Aug. 14, 2012) ([C]ommon-law fraud includes acts taken to conceal, create a false impression, mislead, or otherwise deceive in order to prevent the other party from acquiring material information. If the suit cannot be resolved through mediation, the plaintiffs want a jury trial. (If the facts of a particular claim establish that the duty breached is one created by the parties by the terms of their contract . Notably, Defendants fail to cite any applicable case law to support their position.).). (Doc. No. . (See Doc. NPT is upset that Ridgewood and CGP partnered together to create a better business deal on their ends and received significant profits as a result of their partnership, while NPT was left out and received nothing. 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. (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.). 100-34, Ex. 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. A (said email exchange).) (Doc. (So it seemed to me that this wasn't something that we might want to continue on down the road with.). 20-6127, 2021 WL 6106423, at *1, *5 (E.D. (July 19, 2022 Hr'g Tr. 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. 100-5, Ex. 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. (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.).) The Tenth Circuit affirmed summary judgment for RLH on the 551 claim, holding that RLH was not a party to a business transaction under 551. Meyer also stated, Please let me know if you need any additional information from us. (Id.) 464, 476 (10th Cir. at 177-79.) (Doc. & Cas. at 22.) (Doc. 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. These are self-serving business practices in action at the expense of resigned members. No. 100-43, Ex. 100-24, Ex. . No. That is not what this Court held. (See July 19, 2022 Hr'g Tr. No. A at 190.) It is undisputed that CGP incorporated Concert Philmont to purchase the Club (id. Pa. Jul. See Malone v. Weiss, Civil Action No. 100-35 at 56-57.) No. Attached to the PSA are exhibits that delineate the capital improvement projects to be undertaken. 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)).) The gist of the action' doctrine is designed to maintain the conceptual distinction between breach of contract claims and tort claims [by] precluding plaintiffs from recasting ordinary breach of contract claims into tort claims. 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. We are taking the risk in this scenario, not the club.); accord id., Ex. (See id. No. The Class files their Motion for Partial Summary Judgment to have the Court decide their claim for breach of contract and other issues. 100-34, Ex. . ), On December 20, NPT sent Meyer a revised proposal to buy the Property. (Doc. Grp., Inc., 667 F.Supp.2d 443, 450 (M.D. (Id. Metal on Metal Hip Lawsuits & Settlements, Indian Law, Tribal Governance, Native Owned Businesses, Ruling granting class certification. . No. (See Doc. 100-5, Ex. S.) Katz responded, The previous offer was 12,000,000. (Doc. Because we find that there is a genuine issue of material fact as to whether the Concert Defendants are parties to a business transaction under 551 or parties to a transaction under 550, the Court denies summary judgment on Counts II and II as to this argument. Make your practice more effective and efficient with Casetexts legal research suite. No. 21 to Ex. The mere fact that Ridgewood showed interest in making an offer to PCC and followed up with telephone calls does not mean that they were parties to a transaction, whether business-related or not. A; Doc. . at 77 (describing [t]he financial components of CGP's proposal); id. 100-7, Ex. (Doc. MM at 186:17-188:12 (Meyer testifying that on November 2, 2016, he told Nanula he believed that PCC would receive the full proceeds of the sale of the Property to go towards capital improvements (i.e., phase two of the capital improvements projects) instead of just $5 million, that he ultimately understood Nanula's rationale to limit PCC's recovery to $5 million of the proceeds of the sale of the Property given the risks and costs of the development process, and that he decided to move forward with the transaction anyway because PCC was in a position of financial weakness and didn't really have a whole lot of room to negotiate); Doc. (See Doc. Was thrilled that there were going to be one owner who wanted to integrated homes into club. 647, 654 (E.D. No. Plotnick and Meyer spoke on the phone on October 5, October 10, and October 13. No. No. A: I would say not necessarily. (Doc. The second situation occurs when the defendant successfully prevents the plaintiff from making an investigation that he would otherwise have made, and which, if made, would have disclosed the facts; or when the defendant frustrates the investigation. Id., cmt. (Id. See Schutter, 2008 WL 2502132, at *2, *6-7 (granting summary judgment on fraudulent omission claim under 551 and holding that a hostel's bed capacity was not basic to the transaction, even though the plaintiff only purchased the hostel based on his understanding that the hostel had a 70-bed capacity and sought to cancel the agreement of sale after learning that the hostel's bed capacity was in fact only 54 beds). 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. ), 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. AA.) Board members and staff made the decision to change the bylaws, knowing it would harm the resigned members. Uhm, the bunkering that they've done . 116 at 26-27.) ), L. Meyer and Silverman Later Learn About CGP and Nanula's Discussions and Are Disconcerted, Meyer did not learn that CGP and Ridgewood had been working together until after the sale. A (agreement between NPT and PCC, stating that the land to be sold is comprised of approximately 61.60 gross acres); id., Ex. 2:22-CV-00358 | 2022-01-27, U.S. District Courts | Civil Right | Meyer responded, Marty [Stallone] seems like a good guy but that's your call. (Id. (Id. Circuit Court Judge McHugh rules that the lawsuit can go forward while the appeal of the Class Action certification is pending. Mctlaw fights for you to get the correct refund amount from Plantation Golf and Country Club. 1.) But the only relevant question here is what facts PCC-not NPT-would have considered basic to the transaction. A: Possibly. (emphases added)).) (Id. ClubCorp and Morningstar are both golf course operators. The Court reasoned: Here, RLH was not a party to a business transaction with Rumsey. ), Because NVR is a homebuilder and does not engage in real estate development, it assigned its agreement with PCC to NPT, a developer. No. 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. PCC did not suggest any capital improvements be made different from those described in the November 1 proposal. And the best part of all, documents in their CrowdSourced Library are FREE! 117 at 16-17. at 10), and it had a relationship with NPT. No. 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 . No. ), Following Plotnick and Meyer's October 10 phone call, Nanula had a 42-minute conversation with Plotnick. If you do not agree with these terms, then do not use our website and/or services. 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. 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.).) 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? No. 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.
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