), filed by JAMES STEVENS. No. No. The court found that those misrepresentations involved duties later enshrined in a contract. Id. at 34; accord Doc. (Doc. (See Doc. No. No. No. (See 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. Pa. 2014 (collecting cases); CRS Auto Parts, Inc. v. Nat'l Grange Mut. S.) Katz responded, The previous offer was 12,000,000. (Doc. 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. (Doc. ), On November 1, 2016, Nanula provided PCC with a formal written proposal for CGP's purchase of Philmont Club and the Property. (Id.) W at 117:17-118:9.). J (stating that the purpose, scope and intent of the development has substantially changed).) ), Restatement (Second) of Torts 551, cmt. A (December 20, 2016 email from Meyer to Silverman, forwarding NPT's revised proposal and stating, Hot off the press. No. 116-5, Ex. 149-1 at 161, 42.) at 79-80; id. 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. 1996)).) At first, PCC agreed to sell the Property to Toll Brothers, but Toll Brothers terminated that agreement in July 2014. (Id. Rumsey identifies no other interaction with RLH that would constitute a business transaction. Id. Filing 1 COMPLAINT against CONCERT GOLF PARTNERS, LLC, CONCERT PHILMONT PROPERTIES, LLC, CONCERT PHILMONT, LLC, JONATHAN 100-5, Ex. (Id.) 28, 2018) (A party' is defined as someone who takes part in a transaction.' In other words, refund plans for resigned members are moving forward even with the sale of the country club. 100-26, Ex. 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. NPT also argues the Concert Defendants had a duty to disclose under 551(2)(b). . (Doc. When I say they went to bat for methis Law Firm literally did just that. . 116-8, Ex. 124-1 at 9; Doc. Updated: Feb 28, 2023 / 05:11 PM EST. North Penn Towns LP v. Concert Golf Partners LLC, et al, PIERRE, BELLANDE V CONCERT INDIAN SPRING LLC, RESSEL v. UPPER PROVIDENCE TOWNSHIP (MONTGOMERY COUNTY). No. 149-1 at 60.) We have an experienced commercial litigation team ready to help you. Two days of hearings on the Motions for Partial Summary Judgment filed by both The Class and by PGCC and Concert Plantation, asking the Court to decide certain claims and defenses without the need for trial. 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. . 100-5, Ex. 100-26, Ex. An ad blocker has 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.) 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.).) See Leprino Foods Co. v. DCI, Inc., 727 Fed.Appx. Here, NPT alleges that the Concert Defendants fraudulently induced PCC to enter into the PSA by falsely representing to PCC during negotiations that it would engage in certain capital improvement projects and 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. No. 149-1 at 54; Doc. 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.) 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. 100-5, Ex. ), 3. (Doc. Inc., 811 A.2d 10, 14 (Pa. Super. ), Silverman is a Certified Public Accountant and a business advisor. ), 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. 18 to Ex. No. No. Federal courts applying Pennsylvania law have agreed with the impropriety of summary judgment in such a situation. (Id. ), CGP. 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. ), Ridgewood and CGP continued to keep in touch as things moved ahead with CGP and PCC. 100-28, Ex. No. W, 54:10-22).) Amanda Ellen B. Clay(Designation Retained), Gabrielle Elizabeth Klepper(Designation Retained). at 503. 100-5, Ex. 100-5, Ex. 116-16) pertaining to capital improvements and appears entirely unrelated to trying to hide or deceive PCC as to CGP and Ridgewood's relationship); Doc. v. PNC Fin. See Restatement (Second) of Torts 551(2)(a)-(e). It also never contracted to perform services for Rumsey, and it was not part of an employment relationship with Rumsey. No. On March 3, 2017, NPT initiated a lawsuit against CGP and PCC in the Montgomery County Pennsylvania Court of Common Pleas (Case No. And there is insufficient evidence in the record from which a reasonable juror could find that Ridgewood and CGP's relationship-and their subsequent profits-were basic to the transaction. at 97. In analyzing the applicability of the gist of the action doctrine and determining whether a cause of action sounds in contract or tort, courts should consider whether the claim arises from breaches of duties imposed by law as a matter of social policy or from breaches of duties imposed by contracts between particular individuals. 36 to Ex. Philmont Club's facilities also included a tennis court, swimming pool, and clubhouse. a. Concert Golf Partners ("Concert Golf," "CGP" or the "Company") announced today that it has received an investment from Clearlake Capital Group, L.P. (together with its affiliates, "Clearlake"). 2003). ' Matsushita, 475 U.S. at 587 (citation omitted). 100-5, Ex. A: It - it might have. (Id. And on November 30, in response to receiving Meyer's email with the contact information of two firms (NPT and NVR), Nanula told Meyer that he would find the right people to get this land transaction done (Doc. (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. No. The fact of the matter is that PCC was distressed and in need of capital; that CGP and Ridgewood took advantage of PCC's financial woes does not make the Defendants' actions unlawful. Nanula also stated that he would work on a preliminary proposal to share [that] week. (Id.) at 59, Appendix A to the PSA. Final Judgment entered in favor of PGCC and Concert Plantation. See In re Westinghouse Sec. W at 45:13-48:17. Nos. Pa. 2013) (Haywood's motion for summary judgment must, therefore, be denied because the University, if it proves the other elements of a claim for breach of contract, may be entitled to nominal damages.). We are all-cash investors because we believe great clubs The Court held oral argument on the motions on July 19, 2022. W at 54:10-22 (Q: . Pa. 2008), to show when there is a duty to speak under Pennsylvania law. A (said email exchange).) We promised members $5m of Phase 2 capex, which will be more like $4.5m. Although RLH made an initial offer to purchase Rumsey's land and later placed an unsuccessful stalking horse bid on the property, RLH did not contract to buy anything from Rumsey. at 30:16-31:10 (stating that Meyer's 2018 and 2021 deposition testimonies were contradictory and that in 2021, Meyer was mistaken).) 1995) to support its duty to speak test. For many members, the refund amount was 80% of the equity membership fee in effect on the effective date of resignation. No. (ii) to honor its commitment to retain 9 holes of the South Course (or to at least offer an acceptable alternative in light of its refusal to comply with the terms of our Agreement of Sale regarding the South Course), (iii) to provide evidence of the capital it has spent to date, (iv) to provide evidence of its retention of the capital reserves generated as a percentage of Member revenues as required under our Agreement of Sale, and (v) to create and implement a business plan that honors its obligations under our Agreement of Sale to return Philmont to an elite' country club status.).) The Court is not persuaded that the Concert Defendants' behavior shocks the conscience or that the Concert Defendants trapped PCC into a deal, the substance of which it was unaware. 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. In addition, Plotnick requested that Ridgewood receive a $10,000 monthly management fee (split according to the 60/40 investment) that would be capped at 24 months; the management fee would be a cost to both parties, and reimbursed with the costs in the first step of the waterfall. (Id. No. Oral Arguments before the 2nd District Court of Appeals regarding the appeal by PGCC and Concert Plantation on Class Certification. 116 at 26-27.) (Doc. 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). If you would like the costs split 50/50, we would request a 50/50 profit split as well[.]).) 116, 117.) 100-6, Ex. Section 550 applies to fraudulent concealment claims (i.e., active concealment), while Section 551 applies to fraudulent nondisclosure claims (i.e., mere silence). He wanted to explore how we could give the club 100% of all our real estate proceeds . Deposition of Class Representative P. McGowan, Deposition of former PGCC Club Manager J. Leinaweaver. July 18, 2014) (The New Jersey Supreme Court has held that proof of actual damages is not necessary to survive summary judgment on a breach of contract claim: the general rule is that whenever there is a breach of contract . They persevered to bring the hard-nosed Manufacturer to settle and provide me some recompense for everything I had to endure which led to this suit. No. W at 68:1-2 & Doc. . ), 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. Notably, Defendants fail to cite to any applicable case law to support their position. (emphasis added)).) at 51; see also Doc. 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. Nanula concluded, If we can pull this off, we could get back some of our initial risk capital from future real estate proceeds - maybe zero, maybe never - and this prospect allows us to be interested in PCC. (Id., Ex. (Doc. 149-1 at 20.) On November 2, 2016, Nanula emailed Plotnick, 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. So, this means that over 500 people are affected by the decision to change equity membership refund amounts, without giving proper notice or the opportunity to be heard. A: It - it might have. If the suit cannot be resolved through mediation, the plaintiffs want a jury trial. 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. 2020-03-13, U.S. District Courts | Other | First, in the Court's August 18, 2021 Memorandum, the Court sua sponte considered the gist of the action doctrine in determining whether fraud claims arose under the PSA. Last, the Court denied the motion to dismiss NPT's breach of contract claim against Ridgewood, which was based on Ridgewood's alleged violation of a confidentiality agreement. A.) (Doc. 100-35, Ex. if, but only if, he is under a duty to the other to exercise reasonable care to disclose the matter in question. Restatement (Second) of Torts 551; see also Gnagey Gas & Oil Co., Inc. v. Pa. No. Fraudulent Concealment and Fraudulent Nondisclosure Claims, In Counts II and III, NPT, as PCC's assignee, asserts fraudulent concealment and fraudulent nondisclosure claims against all Defendants under Restatement (Second) of Torts 550 and 551, alleging that the Concert and Ridgewood Defendants failed to disclose that they were working together and actively concealed their relationship. 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. Pennsylvania has adopted the Restatement (Second) of Torts 550, which imposes liability for intentional concealment of material information regardless of a duty to disclose.). Because we dismissed the fraud claims brought against all Defendants, supra Sections IV.A and IV.B, there is no fraud for which either the Concert Defendants or the Ridgewood Defendants can have aided and abetted. (Id.) (Id.) 59.) at 29:15-31:10.) ), On September 23, 2016, Plotnick emailed Meyer to discuss a potential relationship at Philmont. (Doc. No. However, the amounts of the refunds are not discussed in the article. (only citing SOF, 202, which in turn cites to an internal Concert email (Doc. No. See Malone v. Weiss, Civil Action No. 116-9, Ex. Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. On 06/06/2016 Polge filed a Civil Right - Employment Discrimination lawsuit against Concert Golf Partners, LLC. CC (describing CGP as a boutique private club owneroperator). . Nanula explained that CGP was in the early stages of trying to purchase Philmont Club and had received an initial proposal from golf-adjacent developer Ridgewood. 100-5, Ex. at 36:20-39. 149-1 at 86. No. To get in contact, fill out the form below, or call 888.952.5242. (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. (Id. 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. Cancellation and Refund Policy, Privacy Policy, and No. Really like that we are planning on utilizing 1 clubhouse and not 2. (emphasis added)).) No. If you do not agree with these terms, then do not use our website and/or services. (Doc. 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. You will see. Hearing before Judge McHugh on motions to continue/delay hearing and trial. . . No. No. However, at the end of his email, Nanula wondered, why do we need Ridgewood at all? 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. The Class is defined as: All individuals (or their guardians or representatives) who had an effective resigned equity membership before April 1, 2016, and who have not received their full refund amount., Written Order granting Class Certification issued. ), Nanula had previously spoken to Glenn Meyer about a potential deal in 2014. 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).). WebConcert Golf Partners is a boutique owner-operator of private clubs based in Newport Beach, Calif. . (See Doc. 53 at 53-57; see id. And, like RLH, Ridgewood ultimately did not contract to buy anything from PCC. He told me to call him back in 6 months.).). (See Doc. at 244:8-23.) Also, on September 27, Meyer met with Plotnick and Grebow, the President and CEO of Ridgewood, at Philmont Club to discuss Ridgewood's interest in the Property. (Id. 17-cv-00209-RM-NYW, 2015 WL 1517022, at *4 (D. Colo. Mar. The first occurs when the defendant actively conceals a defect or other disadvantage in something that he is offering for sale to another. Id. 100-16, Ex. 100-29, Ex. (Doc. 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. 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. . Deposition of Corporate Representative for Concert Golf Partners, LLC, Deposition of Corporate Representative for Concert Plantation, LLC, Deposition of Corporate Representative for Concert Golf Partners Holdco, LLC, Deposition of Corporate Representative for Golf GP II, LLC, Deposition of Corporate Representative for PGCC. No. at 98.) Next, the Concert Defendants argue that summary judgment is appropriate on NPT's 551 fraudulent nondisclosure claim because they did not owe PCC a duty to speak. NN at 262:10-21.) (See Doc. 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. 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]. As noted above, the 551 claim against the Ridgewood Defendants cannot stand because they were not parties to a business transaction. Second-and most importantly-the Court only determined that the fraud claim as alleged in the initial Complaint sounded in tort. As NPT notes, Pennsylvania's model jury instructions provide that a fact is material if it. 37 to Ex. No. It appears that this was the basis for the Bucci court's test-not the Restatement directly. On 06/06/2016 Polge filed a Civil Right - Employment Discrimination lawsuit against Concert Golf Partners, LLC. 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. ), Under the AOS, the purchase price for the Property was based on a per unit yield; the AOS contemplated a minimum yield of 150 units. (If the facts of a particular claim establish that the duty breached is one created by the parties by the terms of their contract . . No. at 35.) No. (Doc. A: Possibly. (emphases added)).) NPT counters that New Jersey law applies, citing to a choice of law provision in the Confidentiality Agreement. We disagree. (emphasis added). Ins. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, (See Doc. (See Doc. 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