100-34, Ex. 149-1 at 58; Doc. W at 54:10-22 (Q: . Benjamin Christian practices in the Firms appellate law group. And the only two cases cited by Plaintiff and Defendants are not particularly analogous. . 19 to Ex. On September 29, Plotnick and Nanula spoke on the phone. W at 117:17-118:9.). Thus a seller who knows that his cattle are infected with tick fever or contagious abortion is not free to unload them on the buyer and take his money, when he knows that the buyer is unaware of the fact, could not easily discover it, would not dream of entering into the bargain if he knew and is relying upon the seller's good faith and common honesty to disclose any such fact if it is true. (emphasis added)). . (Doc. ), filed by JAMES STEVENS. 100-5, Ex. The Civil action was filed in the Superior Court on May 7, 2018. So getting them to back off to a small fee will be difficult. (Id. A (showing that CGP stated that, upon closing of a real estate transaction on the 60-acre Property, it would commit to fund $5 million in a second phase capital projects). (Id.) 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. Pennsylvania. Meyer could not recall the timing of the discussion but stated that afterwards, they just came back to us and that it wasn't something that was attractive to them after, you know, they had kicked the tires for a very short time. (Id.) On September 10, Silverman provided Nanula with the requested information and noted that [t]he real estate deal [was] with NVR, Inc. not Toll Brothers. (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.). 100-5, Ex. 2008) (quoting eToll v. Elias/Savion Advert. 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. ), Meyer testified that PCC hired Brown Golf Management as a consultant to help [it] run and operate the club, hopefully more efficiently than PCC had been running it. ), Ridgewood. 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.). 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. (Doc. We have an experienced commercial litigation team ready to help you. A; see also Doc. Speaking of PCC's Board, Nanula surmised, They need us, they want us, and they have capitulated in every respect. Nos. 116 at 26 (quoting Parasco v. Pac. The transaction closed on or around March 1. We disagree. No. of Am., Inc., Civil Action No. 116 at 18 (citing Doc. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, But that information related to the amount of money CGP intended to spend on capital expenditures, not Ridgewood and CGP's relationship. (Id. A.) . ), On November 1, 2016, Nanula provided PCC with a formal written proposal for CGP's purchase of Philmont Club and the Property. 100-25, Ex. . . The Court denies summary judgment to Ridgewood on Count VI (breach of contract). In arguing that CGP and Ridgewood's relationship was a fact basic to the transaction, NPT cites only to Meyer and Silverman's testimony. On September 19, Nanula requested any and all details on the pending NVR deal for the South Course acreage. (Id.) D at 27:21-29:16.) For the reasons that follow, the Court grants in part and denies in part the motions. Rostholder v. Omnicare, Inc., 2012 WL 3399789, at *14 n.18 (D. Md. No. Final Judgment entered in favor of PGCC and Concert Plantation. 100-5, Ex. (Doc. 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 . ), In an email from months before the PSA was executed, November 21, 2016, Nanula emailed Brandon Collins at CGP, writing, The wild ideas the Board has about a master plan' for the North Course are probably way overblown, and we have huge capital needs in the clubhouse, HVAC, etc. Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. (Doc. (ahf) (Entered: 12/31/2018), Summons Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC. (See Doc. ), Nonetheless, according to Meyer, even if another offer were available, PCC may have still moved forward given its financial predicament and its desire to no longer operate the Club. The evidence showed that Gnagey had discarded the abandoned tanks and the soil, and backfilled the excavated area without informing the Fund that it discovered the abandoned tanks; changed its invoicing procedure to the Fund after discovering the abandoned tanks; and issued three invoices to the Fund accompanied by photographs, narratives, and a chronology of daily work activities, all of which failed to document or disclose the abandoned tanks. Id. Plantation Golf and Country Club is governed through bylaws established when the club first opened. 116-19, Ex. No. (See Doc. . See Bucci, 591 F.Supp.2d at 783. at 682-83. Hearing before Judge McHugh on motions to continue/delay hearing and trial. No. 17 to Ex. Throughout its response, Plaintiff emphasizes the distinction between fraudulent concealment under 550 and fraudulent nondisclosure under 551 and the fact that a duty to disclose is only required under 551-not 550. 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. Click Here to read our Client Testimonials, 1015 15th Street NorthwestSuite 1125Washington, DC 20005, 1605 Main StreetSuite 710Sarasota, FL 34236, 1325 4th AvenueSuite 1730Seattle, WA 98101, Guillain-Barr Syndrome and Vaccine Injury. See Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). (Doc. 5 to Ex. InterVest, Inc. v. Bloomberg, L.P., 340 F.3d 144, 159-60 (3d Cir. 100-29, Ex. at 87.) The due diligence period was extended until September 29, 2016 through a series of eight amendments to the AOS. (Doc. 149-1 at 54; Doc. No. 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. Viewing the facts in the light most favorable to NPT, the Court cannot find that there is no material dispute of fact as to whether Nanula and CGP are parties to the transaction for the purposes of 550 and 551. at 30. (Id. ), The agreed-upon Initial Capital Projects consisted of: renovating the men's and women's locker rooms so that they met a modern country club standard; improving the North Course bunker, cart path, greens, and drainage and removing trees; renovating the pool and pool area; and upgrading the HVAC infrastructure. The following week, on October 10, Plotnick emailed the same documents to Matthew Glavin at Morningstar Golf & Hospitality, LLC. 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? The Club at Renaissance, Concert Golfs most recent acquisition, is located within an exclusive South Florida community. (As you are aware, we are unable to terminate the AOS with the Seller, without your written consent. that wouldn't have sat well with me, nor the members of the club.).) (Id.) (Id.) at 1274-75. No. Litig., 90 F.3d 696, 714 (3d Cir. (See Doc. 100-20, Ex. 100-28, Ex. . (Doc. 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.) As to the Ridgewood Defendants, NPT summarily asserts that they were parties to a transaction because they participated in the transaction by colluding with the Concert Defendants. (Doc. The Court is not persuaded. There, the court held that the defendant, Gnagey, actively concealed eight abandoned tanks from the plaintiff, the Fund, which provided coverage to storage tank owners. Ins. 15-3641, 2015 WL 6438093, at *10 (E.D. ), 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. 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. 22 to Ex. ), On October 21, Plotnick emailed Nanula [his] initial thoughts to a structure of a deal between CGP and Ridgewood at PCC. Mctlaw fights for you to get the correct refund amount from Plantation Golf and Country Club. NPT opposes the motions. 149-1 at 19, 64.) (Id.) W at 20:9-21:23; see also id. No. 53 at 58).) 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 decision [to resign]. (emphasis added)); id. It is undisputed that PCC was in a distressed financial situation. 100-6, Ex. (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).) 100-29, Ex. Indem. NPT has not cited a single case suggesting that an individual or entity can be held to have a duty to disclose and be responsible for clarifying a partial or ambiguous statement that it did not make. ), The record reflects that what was basic to the transaction was the fact that the Concert entities would pay off PCC's debt, ensure capital funding, make approximately $4 million in initial capital expenditures, an additional approximately $5 million in capital expenditures upon the sale of the Property, and take over all operations of the Club. (Doc. 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. 116-8, Ex. Trade & Fin. No. (Doc. This is a fact basic to the transaction.) with id., illustration 4 (A sells to B a dwelling house, knowing that B is acting in the mistaken belief that a highway is planned that will pass near the land and enhance its value. And, like RLH, Ridgewood ultimately did not contract to buy anything from PCC. No. Corp. USA, Inc. v. Am. 5 to Ex. 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. 1 at 177-85.) 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. Landsberg lodged a similar complaint. 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. No. 073823, 2008 WL 2502132, at *5-6 (E.D. . NPT also cites Meyer's testimony that certain information would not have sat well with [him], nor the members of the club. (Doc. ), 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. "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. The Class files its Answer Brief to the brief filed by PGCC and Concert Plantation appealing Class Certification. 100, 101.) No. Even more, this change came with no consent from resigned members waiting for their redemption. . (Doc. Indus. No. North Penn Towns LP v. Concert Golf Partners LLC, et al, PIERRE, BELLANDE V CONCERT INDIAN SPRING LLC, NORTH PENN TOWNS, LP v. CONCERT GOLF PARTNERS, LLC et al, Golladay v. Ryman Construction, Inc. et al, Acosta v. Texas Department of Criminal Justice. No. . 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. A copy of the meeting notes is available by clicking on the document to the right. The Class files its Motion for Rehearing of Summary Judgment filed. They have an outstanding team that truly care for their clientsI have been awarded a fair six figure settlement. Nanula assured Meyer that CGP would find the right people to get this land transaction done. (Id.) . Whether the Concert Defendants were parties to a transaction with PCC for purposes of 550 and 551 is a closer call. A.) No. Filing 1 COMPLAINT against CONCERT GOLF PARTNERS, LLC, CONCERT PHILMONT PROPERTIES, LLC, CONCERT PHILMONT, LLC, JONATHAN Really like that we are planning on utilizing 1 clubhouse and not 2. (emphasis added)).) Co., 920 F.Supp. at 36:2-11.). . 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. Absent a viable claim of fraud, the Foundation could not have aided and abetted any tort.). In a November 1, 2021 ruling, Judge Andrea McHugh, a Florida circuit court judge, granted class-action status to the suit by former members against the club and Concert Plantation, LLC. 6:21-CV-00134 | 2021-04-08. X at 67:11-13; see also id. And the best part of all, documents in their CrowdSourced Library are FREE! at 59, Appendix A to the PSA. As noted above, there is a difference between passive concealment, which involves mere nondisclosure or silence, and active concealment. Id. No. 116 at 26-27.) No. (Id. AUGUSTA, Ga. (WJBF) The agreement to hold concerts at Lake Olmstead Stadium has hit a sour note. . No. 100-28, Ex. (Doc. Neither of these situations is present here. Not interested).). A (Eighth Amendment to the AOS, extending the due diligence period from September 16, 2016 to September 26, 2016). For example, on November 19, two days after PCC's Executive Committee voted to accept CGP's proposal, Nanula told Plotnick that the Board want[s] to move fast and get this closed asap. (Id.) On 06/06/2016 Polge filed a Civil Right - Employment Discrimination lawsuit against Concert Golf Partners, LLC. 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. No. On 06/06/2016 Polge filed a Civil Right - Employment Discrimination lawsuit against Concert Golf Partners, LLC. (Id. No. . Plaintiff North Penn Towns, L.P. (NPT), as assignee of Philmont Country Club (PCC), has sued Concert Golf Partners, LLC (CGP) and Peter Nanula (the 100-7, Ex. ), Plotnick also suggested that $5 million from the sale of the Property be reinvested in Philmont Club as capital expenditures. Meyer's testimony underscores that CGP taking over as golf operator and CGP's monetary promises (i.e., paying off PCC's debt and spending $4 million in capital expenditures initially, followed by another $5 million upon the sale of the Property) were the bases of the transaction: It is also noteworthy that, before the PSA was executed, Meyer provided Nanula with the contact information for NVR and NPT/Metropolitan. at 503. (Doc. No. (Doc. No. No. A: It - it might have. Uhm, so it's - it just hasn't been, you know, first-rate execution along the way). ), On January 19, 2017, PCC's Executive Board voted to approve the Purchase and Sale Agreement (PSA). ), 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. 100, 101.) at 29; see also Doc. 100-5, Ex. 116 at 26.) at 26. No. Concert Golf Partners is a boutique operator of private golf and country clubs headquartered in Lake Mary, FL. No. 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. 20-6127, 2021 WL 6106423, at *1, *5 (E.D. 100-15, Ex. A. No. A.) No. No. 100-2 at 25.) A.) W at 119:20-120:6; see also id. (Doc. 100-28, Ex. 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. 100-5, Ex. No. (ahf) (Entered: 12/31/2018), DocketSummons Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC. . U.S. Courts Of Appeals | Other | 116-4, Ex. (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.).) No. 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? . (Doc. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, No. A: Possibly. (emphases added)).) To the contrary, Meyer testified that so long as one offer [was] acceptable to PCC, uhm, irrespective of the fact that another may have been available . (ii) to honor its commitment to retain 9 holes of the South Course (or to at least offer an acceptable alternative in light of its refusal to comply with the terms of our Agreement of Sale regarding the South Course), (iii) to provide evidence of the capital it has spent to date, (iv) to provide evidence of its retention of the capital reserves generated as a percentage of Member revenues as required under our Agreement of Sale, and (v) to create and implement a business plan that honors its obligations under our Agreement of Sale to return Philmont to an elite' country club status. (emphasis added)). 3:21-CV-00816 | 2021-04-08, U.S. District Courts | Other | (See Doc. (Id. 53 at 27-29 (At this stage in the litigation, the Court is not persuaded by Defendants' contention that the fraud claims arise under the PSA. Pa. 1996) and In re Westinghouse Sec. W at 111:3-9, 111:15-18.) . . 100-5, Ex. It also never contracted to perform services for Rumsey, and it was not part of an employment relationship with Rumsey. at 10), and it had a relationship with NPT. 100-35, Ex. 1 at 226-41. No. Section 550 imposes liability when one party to a transaction . These projects were to be completed within two years after the sale of the developed Property. No. Metal on Metal Hip Lawsuits & Settlements, Indian Law, Tribal Governance, Native Owned Businesses, Ruling granting class certification. at 27.) NPT, individually and as PCC's assignee, asserted claims for fraud, breach of contract, conspiracy, and violations of federal antitrust law. 149-1 at 59. 100-5, Ex. ), Meanwhile, on January 23, CGP incorporated Concert Philmont and Concert Philmont Properties as single purpose entities to be the purchasers. A.) (See Doc. This purchase matches the dollar amount that is subject to contingencies in the proposal on the table from Center [sic] Golf. (Doc. Second, the proposed Seventh Amendment provided that NPT would pay an additional $45,000 for each lot, if any, it was permitted to develop over 160 lots. No. No. 116 at 29. . (Doc. Underground Storage Tank Indemnification Fund, 82 A.3d 485, 501 (Pa. Cmw. No. ), After receiving Ridgewood's proposal, Nanula forwarded the email to Nick Cicero, a partner at Freestone Capital Management. This case was filed in U.S. District Courts, Florida In fact, during oral argument, NPT could not identify a case providing that two companies cannot make plans to acquire a company together, unbeknownst to the seller. If PCC wanted to drive a harder bargain, it could have gotten an appraisal and tried to negotiate further and/or tried to attract other buyers. (Doc. Meyer responded, Marty [Stallone] seems like a good guy but that's your call. (Id. We promised members $5m of Phase 2 capex, which will be more like $4.5m. 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