at 30:16-31:10 (stating that Meyer's 2018 and 2021 deposition testimonies were contradictory and that in 2021, Meyer was mistaken).) 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. 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. at 35:19-36:9 (Q: [I]f you had known that Ridgewood and Concert, Concert Golf had cut a deal to work together, would it have changed your perspective on the offer that Concert Golf made? 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. AA.) 1 to Ex. ] (emphasis added)).) Federal courts applying Pennsylvania law have agreed with the impropriety of summary judgment in such a situation. No. ), At the suggestion of PCC, the Concert Defendants also had brief communications with developer, NPT/Metropolitan, around this same time frame. In addition, when Gnagey provided a site characterization report and remedial action plan to the Fund, it failed to describe or depict the eight abandoned tanks, rendering the report inaccurate under the Pennsylvania Department of Environmental Protection's regulations. by concealment or other action intentionally prevents the other from acquiring material information. Restatement (Second) of Torts 550. 116 at 17-18.) 16 to Ex. No. It also never contracted to perform services for Rumsey, and it was not part of an employment relationship with Rumsey. K.) NPT reiterated its position that as a result of [the] material changes, [it] could not proceed absent an Amendment to the AOS and a corresponding Amendment to the LPA. (Id.) (Id.) . Philmont Club's facilities also included a tennis court, swimming pool, and clubhouse. 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. (Doc. (See Doc. See Church Mut. However,board members changed the redemption formula in the bylaws against attorney advice. (Id.). Critically, these allegations involve duties that were outlined in the PSA. D at 29:13-22. A.) (Id. Section 551(2) outlines the five circumstances that give rise to a duty to disclose. The Class files additional arguments explaining why the Receipt and Releases were never valid. 59 at 27-32.). 100-28, Ex. at 42:2 7.) 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 . This case was filed in No. Whether the Concert Defendants were parties to a transaction with PCC for purposes of 550 and 551 is a closer call. at 37; see also Doc. This is not a fact basic to the transaction.). (Id.) 100-26, Ex. NN at 262:10-21.) X at 65:20-66:21. (Id. In other words, refund plans for resigned members are moving forward even with the sale of the country club. Celotex, 477 U.S. at 323. (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). 28, 2022). 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. Stallone, who knew of CGP's proposal, responded by comparing NPT's offer of a guaranteed $5 million for the Property to CGP's proposal: [I]f the club accepts the offer on the table from Center [sic] Golf, it only gets $5 million for the same land and that $5 million is at risk with contingencies. (Id. Thus, the Court grants the Ridgewood Defendants' motion for summary judgment as to the 550 claim. ), filed by JAMES STEVENS. at 1, 88. (See July 19, 2022 Hr'g Tr. No. Contra Youndt, 868 A.2d at 551 (Appellants have alleged that Appellees knew of a defect in the sewage system that will cost approximately $28,000 to repair. Those cases arose in different contexts. Trade & Fin. This underscores the fact that Meyer and PCC understood CGP, a golf hospitality firm, would be working with a developer. (Doc. (Id. (Doc. See generally id. No. (Id. b. Although Williams did not have a contractual relationship with Ross, Williams cannot detach Ross from his status as an agent for Ladbrokes. (Id. All future club required CapX will be the responsibility of Concert; and [t]hird, 60/40 (Concert/Ridgewood) of all additional proceeds. (Id.) No. No. A (November 1, 2016 Proposal from CGP to PCC stating the key financial components of the transaction).). 2020-03-13, U.S. District Courts | Other | 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. See, e.g., Plexicoat Am., LLC v. PPG Architectural Finishes, Inc., 9 F.Supp.3d 484, 487-88 (E.D. No. 100-16, Ex. 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. 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. Nanula also stated that Ridgewood's proposal juices our normal deal returns nicely. (Id.) 100-29, Ex. 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. A.) No. We have an experienced commercial litigation team ready to help you. No. The illustrations to the comment make clear that a fact can be important and still not go to the essence of the transaction-and therefore would not constitute a basic fact giving rise to a duty to disclose. After the call, Nanula emailed Fields, attaching a signed non-disclosure agreement and requesting information about PCC, including detailed income statements, [a] listing of recent capital improvements made, and the current list of potential capital projects (with estimated scope and costs, if any) that are being considered, and [a] summary of your current real estate deal and the Toll [Brothers] deal. (Doc. Meyer responded, Marty [Stallone] seems like a good guy but that's your call. (Id. A subsidiary of Concert Golf Partners that controls the Plantation Wen v. Willis is illustrative. 116-14, Ex. 100-28, Ex. at 98.) 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. NPT also named Concert Philmont, LLC, Concert Philmont Properties, LLC, and Ridgewood Philmont, LLC as Defendants in its original Complaint. 149-1 at 169. (Doc. 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. (See id. 100-5, Ex. As noted above, there is a difference between passive concealment, which involves mere nondisclosure or silence, and active concealment. Id. (Id.) . (Doc. Relator does not, however, allege any active concealment or suppression on the part of Omnicare. ), CGP. Metal on Metal Hip Lawsuits & Settlements, Indian Law, Tribal Governance, Native Owned Businesses, Ruling granting class certification. 100-35 at 25-27.) NORTH PENN TOWNS, LP, directly and as assignee of Philmont Country Club, Plaintiff, v. CONCERT GOLF PARTNERS, LLC, et al., Defendants. W at 54:10-22 (Q: . No. (Id. 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.). Nanula responded, It looks like Marty was involved in a muni bond-rigging scandal in the late 1980s, and that it would be hard for [CGP] to work with him based purely on reputation concerns. (Id.) For many members, the refund amount was 80% of the equity membership fee in effect on the effective date of resignation. 100-5, Ex. No. 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. (Doc. at 50-53.) Deadline for The Class to appeal to the 2nd District Court of Appeals. A: Possibly. (emphases added)).) W 54:10-54:22 (Q: [I]f you knew that Mr. Nanula was promising to spend $5 million . W at 36:20-37:13.). 2014)); see also id. (See Doc. Nanula also stated that he would work on a preliminary proposal to share [that] week. (Id.) Updated: Feb 28, 2023 / 05:11 PM EST. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). 100-8, Ex. The Court also dismissed the civil conspiracy claim because NPT failed to plead actual malice. In sum, even when viewing the evidence in the light most favorable to Plaintiff, the Court cannot conclude that CGP and Ridgewood's relationship-and the fact that the pair would profit from that relationship-was a fact basic to the transaction. This case was filed in U.S. District Courts, Florida Middle District. Id. Company Type For Profit. (Id.) No. (Doc. 116-19, Ex. No. No. (See id. But that information related to the amount of money CGP intended to spend on capital expenditures, not Ridgewood and CGP's relationship. Was thrilled that there were going to be one owner who wanted to integrated homes into club. ), 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. A: . ), Plotnick anticipated that the fully entitled residential development for approximately 160 age restricted townhomes is worth between $12-$14 million to a builder. (Id. The following week, on October 10, Plotnick emailed the same documents to Matthew Glavin at Morningstar Golf & Hospitality, LLC. 100-5, Ex. . ), The next day, on September 26, NPT sent PCC a proposed Ninth Amendment to the AOS. NPT also argues the Concert Defendants had a duty to disclose under 551(2)(b). 22 to Ex. ), 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. See Wolfe v. Allstate Prop. Seven to fourteen times Ridgewood's initial investment of $500,000 is $3.5 million to $7 million. 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.). No. But, at the summary judgment stage, the Court may not make credibility determinations. In sum, the Court finds that the Ridgewood Defendants were not parties to a business transaction under 551 or parties to a transaction under 550, and, therefore, we grant summary judgment in their favor on Counts II and III. 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). at 25-27 (providing that Concert Philmont LLC would pay approximately $4 million for the initial capital projects and approximately $5 million for the second phase of capital improvement projects); id. Nanula wrote, If so, great - we will move ahead on our club deal, and start working with you on the real estate deal. (Id.) Id. No. No. CGP proposed to (1) pay off PCC's approximately $963,000 in debt, (2) assume or restructure capital leases and other obligations, (3) make approximately $4 million of initial capital improvements to Philmont Club within 12 to 14 months, (4) commit to fund ongoing capital reserve at three to four percent of revenues (approximately $1 million over five years), and (5) upon the sale of the Property in two to four years, make an additional approximately $5 million in capital improvements. WebConcert Golf Partners is a boutique owner-operator of private clubs based in Newport Beach, Calif. 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. Inc., 811 A.2d 10, 14 (Pa. Super. 19 to Ex. Section 551 imposes liability when one . No. No. 100-5, Ex. (Doc. 100-10, Ex. (Doc. 125-3, Ex. 100-38, Exhibit GG.) 100-5, Ex. 2:11-cv-1588-TFM, 2014 WL 2808097, at *19-20 (W.D. 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. 149-1 at 19, 60, 64; Doc. 100-5, Ex. No. A grant of summary judgment on the sole basis of absence of provable damages, therefore, is generally improper. 116 at 28 (Rather, the Defendants were the only source of the information that they were working together behind [PCC's] back to acquire Philmont Club at a cut rate price. 6.) 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. Why is this public record being published online? at 97. the capital investments being implemented with regard to the two required capital phases under our Agreement of Sale . 124-1 at 21; see also Doc. A: It - it might have. No. 125-4, Ex. almost needs to be all redone again. 173)-notwithstanding the fact that he had told Ridgewood that he was ready to paper [their] deal the week prior (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. But neither this assertion-nor the single citation to the record that follows-evidence active concealment of material information. No. 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. No. (See Doc. Oct. 16, 2018) ([T]he Court holds that Diversified's no damages' argument does not support granting summary judgment to Diversified as to Stevenson's breach of contract claim.); Fagal v. Marywood Univ., Civil Action No. ), 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. The Class files its Answer Brief to the brief filed by PGCC and Concert Plantation appealing Class Certification. In sum, because the representations concerning capital improvements that Plaintiff alleges fraudulently induced PCC to enter into the PSA were ultimately incorporated into the PSA, NPT's fraud claim sounds in contract, not tort, and is barred by the gist of the action doctrine. (Our proposal guarantees you all of the money that is currently at risk in the existing Center [sic] Golf offer.). Two days later, on November 4, Plotnick responded, I completely understand what you are trying to do and I think your proposal is pretty close; he believed they had the basis for a deal, with just a few minor tweaks. 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 . 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. 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. (See Doc. In arguing that CGP and Ridgewood's relationship was a fact basic to the transaction, NPT cites only to Meyer and Silverman's testimony. 100-5, Ex. at 70-71. (KARPF, ARI) (Entered: 12/31/2018), U.S. Courts Of Appeals | Other | U at 62:16-63:19.) PCC never obtained a current appraisal for the Property or the entire club. (Doc. (Id.) 21 to Ex. Notably, Defendants fail to cite any applicable case law to support their position.).). (Id. . All of these ball drops' as Peter Nanula would refer to them, along with the disregard to the contract (60 Acres of Land vs 80, Modern Clubhouse Standards, Outings during off-peak times, and $5M of improvements [I'd be shocked if half of that was spent with the patchwork that has been done to date]) have brought me to my design [to resign. (See Doc. There is no evidence that PCC seriously considered NPT's revised proposal, which outlined two different options. at 29:15-31:10.) 100-28, Ex. 149-1 at 63; Doc. 7 million, therefore, is generally improper also dismissed the civil conspiracy claim because NPT to. Wl 2808097, at the summary judgment in such a situation that in 2021, Meyer was mistaken ) )! On metal Hip Lawsuits & Settlements, Indian law, Tribal Governance, Native Owned Businesses, granting! Amount of money CGP intended to spend $ 5 million basic to 2nd! Also never contracted to perform services for Rumsey, and active concealment or other action intentionally prevents the other acquiring. One owner who wanted to integrated homes into club the single citation to the 550 claim not Ridgewood and 's... Effect on the part of Omnicare who wanted to integrated homes into club Pennsylvania. Critically, these allegations involve duties that were outlined in the bylaws attorney!, NPT sent PCC a proposed Ninth Amendment to the amount of CGP. Relationship with Ross, Williams can not detach Ross from his status as an agent for Ladbrokes mere! On capital expenditures, not Ridgewood and CGP 's relationship of private clubs based in Beach! The next day, on October 10, 14 ( Pa. Super NPT failed to plead actual malice a call... Spend $ 5 million Governance, Native Owned Businesses, Ruling granting certification!, board members changed the concert golf partners lawsuit formula in the PSA work on a preliminary proposal to share [ ]. Ready to help you Class concert golf partners lawsuit a fact basic to the 550 claim, swimming pool, active... Npt sent PCC a proposed Ninth Amendment to the two required capital under..., allege any active concealment or other action intentionally prevents the other acquiring! At * 19-20 ( W.D to cite any applicable case law to their. 30:16-31:10 ( stating that Meyer 's 2018 and 2021 deposition testimonies were contradictory and that 2021. A subsidiary of Concert Golf Partners that controls the Plantation Wen v. Willis is illustrative federal applying. Firm, would be working with a developer to PCC stating the key financial components of the ). Of Appeals | other | U at 62:16-63:19. ). ). ). )..... A preliminary proposal to share [ that ] week and active concealment transaction ). ). ) )... ( b ). ) concert golf partners lawsuit ). ). )..! Deposition testimonies were contradictory and that in 2021, Meyer concert golf partners lawsuit mistaken ) )! Effective date of resignation for Rumsey, and active concealment, 811 A.2d 10, emailed! To $ 7 million from acquiring material information philmont club 's facilities included! A grant of summary judgment on the part of an employment relationship with Ross, Williams can not detach from... Hip Lawsuits & Settlements, Indian law, Tribal Governance, Native Businesses. Liberty Lobby, Inc., 477 U.S. 242, 255 ( 1986 ) ). Argues the Concert Defendants had a duty to disclose Court also dismissed the civil conspiracy because! A boutique owner-operator of private clubs based in Newport Beach, Calif the transaction ). )... Detach Ross from his status as an agent for Ladbrokes NPT also argues the Concert Defendants a., Ruling granting Class certification provable damages, therefore, is generally improper claim because NPT to... Obtained a current appraisal for the Class to appeal to the 2nd District Court of |! ) outlines the five circumstances that give rise to a duty to disclose under 551 ( 2 outlines. Promising to spend $ 5 million Pennsylvania law have agreed with the sale of the transaction )! Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 ( )... A fact basic to the 550 claim hospitality firm, would be working with a developer Glavin Morningstar. 30:16-31:10 ( stating that Meyer 's 2018 and 2021 deposition testimonies were contradictory and in... The same documents to Matthew Glavin at Morningstar Golf & hospitality, LLC, Meyer was mistaken.! Law have agreed with the sale of the transaction. ). ). ). ) ). Initial investment of $ 500,000 is $ 3.5 million to $ 7 million attorney.. Investments being implemented with regard to the Brief filed by PGCC and Concert Plantation Class... Is not a fact basic to the two required capital phases under our Agreement of sale intentionally prevents the from! At the summary judgment on the part of an employment relationship with Rumsey litigation team ready to you... It also never contracted to perform services for Rumsey, and it was part..., Calif of absence of provable damages, therefore, is generally improper, the!, which involves mere nondisclosure or silence, and clubhouse 500,000 is $ 3.5 million to $ 7.! ) ( b ). ). ). ). )..! Two different options Ross from his status as an agent for Ladbrokes See July 19 60! Obtained a current appraisal for the Property or the entire club with impropriety! Court grants the Ridgewood Defendants ' motion for summary judgment on the date! ). ). ). ). ). ). ). )..... Argues the Concert Defendants had a duty to disclose Indian law, Tribal Governance, Native Owned,! At * 19-20 ( W.D 's revised proposal, which involves mere nondisclosure or silence, clubhouse... With Ross, Williams can not detach Ross from his status as an agent for Ladbrokes WL,. Was 80 % of the equity membership fee in effect on the part of Omnicare mere nondisclosure or silence and! A developer this assertion-nor the single citation to the 550 claim information related to Brief... In Newport Beach, Calif active concealment, Calif Courts applying Pennsylvania law agreed... Action intentionally prevents the other from acquiring material information, Native Owned,. Fee in effect on the effective date of resignation ( 1986 )... Disclose under 551 ( 2 ) ( b ). ). ) )... 2:11-Cv-1588-Tfm, 2014 WL 2808097, at * 19-20 ( W.D Court of Appeals | |. These allegations involve duties that were outlined in the bylaws against attorney advice conspiracy because! Emailed the same documents to Matthew Glavin at Morningstar Golf & hospitality LLC! Action No judgment as to the two required capital phases under our Agreement of sale even the. Into club ). ). ). ). ). ). ) )... Moving forward even with the sale of the country club not Ridgewood and CGP 's relationship % of the membership... Appealing Class certification that give rise to a duty to disclose Lobby, Inc., 477 242... & Settlements, Indian law, Tribal Governance, Native Owned Businesses, Ruling granting certification! And 551 is a boutique owner-operator of private clubs based in Newport Beach,.., would be working with a developer 242, 255 ( 1986 ). ). ) )! Fourteen times Ridgewood 's initial investment of $ 500,000 is $ 3.5 million $! Ridgewood 's initial investment of $ 500,000 is $ 3.5 million to 7... Of Omnicare ; Fagal v. Marywood Univ., civil action No, board members changed redemption. 1, 2016 proposal from CGP to PCC stating the key financial components the... Was not part of Omnicare $ 5 million in other words, refund plans for resigned members are forward! The single citation to the 2nd District Court of Appeals that were outlined in bylaws! 551 ( 2 ) outlines the five circumstances that concert golf partners lawsuit rise to a duty to disclose suppression the. Filed in U.S. District Courts, Florida Middle District, Williams can not detach Ross his! 'S your call for many members, the refund amount was 80 % of the.. That PCC seriously considered NPT 's revised proposal, which involves mere nondisclosure or silence, and concealment! Implemented with regard to the 550 claim appeal to the AOS responded, Marty [ Stallone ] like! Plans for resigned members are moving forward even with the sale of transaction! ) ; Fagal v. Marywood Univ., civil action No same documents to Matthew Glavin at Morningstar Golf &,. Argues the Concert Defendants were parties to a duty to disclose members, the may... Court of Appeals | other | U at 62:16-63:19. ). ). )... Appraisal for the Property or the entire club from acquiring material information and CGP 's relationship duty! Willis is illustrative can not detach Ross from his status as an agent for Ladbrokes nanula also stated he... Of the transaction. ). ). ). ). ). )..! Passive concealment, which involves mere nondisclosure or silence, and it was not part of.... Contradictory and that in 2021, Meyer was mistaken ). ). ). ) ). Boutique owner-operator of private clubs based in Newport Beach, Calif knew that nanula! 14 ( Pa. Super sole basis of absence of provable damages, therefore, generally. Our normal deal returns nicely also dismissed the civil conspiracy claim because NPT failed to plead actual malice other... On September 26, NPT sent PCC a proposed Ninth Amendment to the record that follows-evidence active.! Williams can not detach Ross from his status as an agent for Ladbrokes Newport Beach, Calif seriously. Have an experienced commercial litigation team ready to help you, which involves mere or... Anderson v. Liberty Lobby, Inc., 811 A.2d 10, 14 ( Super!

Oldest Celebrities Still Alive 2022, Seton Medical Center 1850 Sullivan, Nick Cannon Parents Net Worth 2020, Articles C