No. No. NPT counters that New Jersey law applies, citing to a choice of law provision in the Confidentiality Agreement. No. Underground Storage Tank Indemnification Fund, 82 A.3d 485, 501 (Pa. Cmw. 28, 2018) (A party' is defined as someone who takes part in a transaction.' (Doc. If you do not agree with these terms, then do not use our website and/or services. 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. 124-1 at 11-12. at 88) and that Concert Philmont was not incorporated until January 23, 2017 (id. A (The purchase price for the Property shall be Twelve Million, Two Hundred Thousand and no/100 Dollars ($12,200,000) assuming a yield of one hundred sixty-two (162) single family market rate semi-attached residential townhome fee simple footprint lots.).) 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. 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? The plaintiff alleged that defendant Willis fraudulently induced him to enter into a contract (the Foxcode Far East LLC Agreement (the FFE Agreement)) and provide defendants Willis and Foxcode with $4 million by falsely representing that if he placed a $4 million investment with them, they would manage the money for his benefit, deliver a return on the investment, and guarantee that the $4 million principal would ultimately be returned in full once the investment was completed. 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.) 100-8, Ex. We have an experienced commercial litigation team ready to help you. ), The Property consisted of nine of eighteen holes of the South Course and spanned approximately 50 to 60 acres. the club still may have moved forward given the situation it was in. (Id. 20 to Ex. LL. No. 116-4, Ex. Celotex, 477 U.S. at 323. Nanula stated that CGP would only pursue the real estate angle with Ridgewood and that he was prepared to sign an agreement to that effect. (Id.) The Civil action was filed in the Superior Court on May 7, 2018. at 27.) By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, 173.) 100-5, Ex. ), Nanula had previously spoken to Glenn Meyer about a potential deal in 2014. 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). at 22.) mctlawis a federally registered trademark. 08-1386, 2018 WL 5033749, at *6 (D.N.J. Id. No. (See id. Scrape $2.5m here.').) at 1265. ), 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. ] (emphasis added)).) 116 at 29. (Id. The Court held oral argument on the motions on July 19, 2022. However, the amounts of the refunds are not discussed in the article. No. But the allegations in the initial Complaint are fundamentally different from those alleged in the Amended Complaint, which was filed after the Court ruled on Defendants' motion to dismiss and is the current operative complaint. No. No. . 100-28, Ex. Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. No. 149-1 at 47. No. . . 149-1 at 161, 42.) The Class asks the court to help simplify discovery, Deposition of Class Representative C. Holloway, Court issues Order setting expert report deadlines. Therefore, I am respectfully requesting for you to determine which course of action you like us to proceed [sic][.]).) 53 at 53-57; see id. 100-5, Ex. In light of Nanula's suggestion that they split the profits 60-40, Plotnick proposed that Ridgewood and CGP also split the due diligence and entitlement costs pro rata, or 60-40. 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. 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. (See Doc. (Id. 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. 1.) 100-34, Ex. Meyer was also a Certified Public Accountant and a Certified Financial Planner. 100-5, Ex. This portion of Silverman's testimony largely goes to his dissatisfaction with the Concert Defendants not doing what they promised to do under the terms of the PSA (i.e., that they did not intend to follow through with the PSA, even before the PSA was executed) and Nanula's lack of honesty: This portion of Meyer's testimony relates to the capital expenditures CGP promised to make (i.e., its contractual obligations). (KARPF, ARI) (Entered: 12/31/2018). Their group is an all-cash investor in . Thus, PCC could have learned this information (Ridgewood and CGP's relationship) from the Township, and not just the Concert and Ridgewood Defendants. No. A at 190.) However, even applying that rule in this context, the Court finds that here, the omitted information is so obviously unimportant that reasonable minds could not differ on its materiality. 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. 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.) 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. ), Following Plotnick and Meyer's October 10 phone call, Nanula had a 42-minute conversation with Plotnick. W at 117:17-22; see also id. W, 54:10-22).) No. 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. On March 3, 2017, NPT initiated a lawsuit against CGP and PCC in the Montgomery County Pennsylvania Court of Common Pleas (Case No. 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 100-5, Ex. 124-1 at 8. . (See Doc. No. No. No. F at 9:4-7 (Nanula's testimony that CGP is a private club hospitality firm); id. 8:19-CV-02344 | 2019-09-20, U.S. District Courts | Other | 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. And the only two cases cited by Plaintiff and Defendants are not particularly analogous. This case was filed in U.S. District Courts, Florida at 10), and it had a relationship with NPT. Chairman and Id. 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. Q: If you had known that Concert and Ridgewood were anticipating millions in extra profit from the deal, would you have thought differently about the deal that Concert was offering to Philmont Country Club? 1 to Ex. No. No. 100-35, Ex. No. 116 at 25 (addressing only whether there was a business relationship between PCC and CGP/Nanula, as they were discussing a business transaction, not whether CGP and Nanula were parties to the business transaction).) ), 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.) 100-5, Ex. Speaking of PCC's Board, Nanula surmised, They need us, they want us, and they have capitulated in every respect. 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).) ), This is consistent with Meyer's 2021 testimony that Ridgewood informally offered $5 million for the Property. A.) 100-5, Ex. 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. X at 80:1 81:6; Doc. D at 282:10-24; see also id. No. On December 6, Stallone, on behalf of NPT, sent Marina Katz, a PCC member, an offer to purchase the Property for $5 million. Under the proposed Seventh Amendment, the minimum purchase price would be revised to $12,049,382.40-i.e., $75,308.64 multiplied by 160. 20 to Ex. Neither of these situations is present here. Under the agreement, PCC (the Assignor) agreed to assign NPT (the Assignee), NPT initiated this action against Defendants on October 1, 2019. 2:22-CV-00328 | 2022-01-26, U.S. District Courts | Civil Right | 149-1 at 12.) 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 . No. 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 . No. 30, 2021) (finding that the gist of the action barred fraudulent inducement claim where the plaintiffs alleged that the defendant never intended to pay the plaintiffs the compensation they were promised under their contracts). 1 at 177-85.) 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. 124-1 at 46.) 17 to Ex. 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). 100-21, Ex. (Doc. No. However, in Bucci, the court never analyzed the Restatement (Second) of Torts 551; rather, it mentions the Restatement only once, in passing, as part of a see also cite for when a duty to speak arises. Updated: Feb 28, 2023 / 05:11 PM EST. (See Doc. When asked whether he, on behalf of PCC, decided to move forward with the transaction anyway, Meyer testified, [W]e were in a position of weakness, so we didn't really have a whole lot of room to negotiate. (Id. B. 53 at 53 (Under Pennsylvania law, a duty to speak exists only in limited circumstances,' such as (1) when there is a fiduciary, or confidential, relationship between the parties'; (2) where one party is the only source of information to the other party or the problems are not discoverable by other reasonable means; (3) when disclosure is necessary to prevent an ambiguous or partial statement from being misleading'; (4) where subsequently acquired knowledge makes a previous representation false'; or (5) where the undisclosed fact is basic to the transaction. 124-1 at 9. The agreed-upon Phase II Capital Projects included: South Course improvements; additional North Course improvements from Andrew Green's master plan; improvements to the tennis facility; clubhouse renovations; and construction of a new maintenance facility. "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. 53 at 53 (Because CGP and Nanula were not parties to the PSA, the integration clause does not apply to them and NPT's fraud claims against them survive the motion to dismiss.)), courts have stated that an individual can be a party to a transaction for purposes of 550 and 551 liability even if they were not a party to the contract itself. 149-1 at 204. 100-10, Ex. (Doc. (Doc. Nanula stated, My ops team was there on Friday, and we see a path to making this work at least marginally, even if the real estate deal falls apart after much effort. (Id.) Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. During oral argument, NPT implied that this inconsistency in testimony rendered Meyer not credible. A: I would say not necessarily. See, e.g., Plexicoat Am., LLC v. PPG Architectural Finishes, Inc., 9 F.Supp.3d 484, 487-88 (E.D. No. at 5357.) (Id. (Id.). Rumsey Land Company (Rumsey) owned a property, and when Rumsey filed for bankruptcy, Resource Land Holdings, LLC (RLH) offered to purchase the property. . 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. (Id. 100-5, Ex. 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. 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. (Doc. 124-1 at 48-50. ), 1. Q.) 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. No. Founded Date 1986. 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. See generally id. (Id. 124-1 at 44.) For the reasons that follow, the Court grants in part and denies in part the motions. A; see also Doc. It is undisputed that CGP incorporated Concert Philmont to purchase the Club (id. 53 at 26-30; see also id. ; see also id. No. 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. ), That same day, Meyer sent a letter to PCC's membership, informing them of the terms of CGP's proposal. No. Full title:NORTH PENN TOWNS, LP, directly and as assignee of Philmont Country Club, Court:United States District Court, E.D. . (Id. 5 to Ex. No. We promised members $5m of Phase 2 capex, which will be more like $4.5m. 6:18-CV-01685 | 2018-10-09, U.S. District Courts | Other | And PCC did not push back or drive a harder bargain to get CGP to expend more money on capital improvements following the sale of the developed Property-things that could have increased its own profit as well. . Last Funding Type Private Equity. (Doc. And, like RLH, Ridgewood ultimately did not contract to buy anything from PCC. 1995) to support its duty to speak test. 100-28, Ex. No. (See, e.g., Doc. No. A (Eighth Amendment to the AOS, extending the due diligence period from September 16, 2016 to September 26, 2016). The initial burden of demonstrating that there are no genuine issues of material fact falls on the moving party. Scrape 2.5m here.; and (3) Split remainder 60-40. (Doc. 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. at 59, Appendix A to the PSA. (Id. This case was filed in U.S. District Courts, Florida Middle District. Nos. 28, 2022). No. . 116 at 29.) at 79-80; id. (Doc. ' Matsushita, 475 U.S. at 587 (citation omitted). No. Corp. USA, Inc. v. Am. I don't know the answer to that question.).) U.S. Courts Of Appeals | Other | Q: Can you explain your answer, Mr. Meyer? Moreover, the fact that Ridgewood and CGP stood to make a significant profit working together is also not basic to the transaction. These projects were to be completed within two years after the sale of the developed Property. Metal on Metal Hip Lawsuits & Settlements, Indian Law, Tribal Governance, Native Owned Businesses, Ruling granting class certification. 149-1 at 75; Doc. with Doc. We will want to nod' to some master plan elements so the members are excited about their North Course being updated a bit, but we want to spend the smallest dollars possible to get the maximum member impact. (Doc. 116 at 17-18.) 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. 149-1 at 124; Doc. WebDocket for NORTH PENN TOWNS, LP v. CONCERT GOLF PARTNERS, LLC, 2:19-cv-04540 Brought to you by the RECAP Initiative and Free Law Project, a non-profit dedicated to creating high quality open legal information. A. A: Again, I - I don't - that I can't answer. Even drawing all inferences in Plaintiff's favor, PCC's conduct illustrates what was material to the transaction- PCC's need to obtain an operator for the club and capital funding given its distressed financial situation, not whether CGP would maximize its profit from the deal. 11 (January 20, 2017 email from Grebow to Nanula, stating Meeting with the manager went well . However, Meyer also testified had he known that Nanula was speaking with another potential buyer to not continue to approach PCC, that information would have been disconcerting to him. The Kabelins invested significantly more than $1,200 in the golf club. No. The Augusta See LEM 2Q, LLC, 144 A.3d at 182 (Here, Guaranty was a party only to the escrow and thus had no duties toward LEM in the mezzanine loan transaction. 100-24, Ex. 100-5, Ex. He wanted to explore how we could give the club 100% of all our real estate proceeds . No. (Doc. 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. 6.) (See Doc. 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. (Doc. . 149-1 at 20.) On 06/06/2016 Polge filed a Civil Right - Employment Discrimination lawsuit against Concert Golf Partners, LLC. Because a party to a transaction is broader than a party to a contract, the fact that CGP and Nanula were not parties to the PSA is not dispositive. 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. 100-5, Ex. (See Doc. 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.) Concert Plantation & PGCC file their Motion for Summary Judgment to have the Court decide the breach of contract issue as well as decide whether the Receipt & Release forms signed by certain class members is valid. Benjamin Christian practices in the Firms appellate law group. 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. 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. (KARPF, ARI) (Entered: 12/31/2018), U.S. Courts Of Appeals | Other | 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)). ), Ridgewood Philmont, LLC is a special-purpose entity created by Ridgewood for the sole purpose of entering into the DSA with Concert Philmont. (Doc. Ins. InterVest, Inc. v. Bloomberg, L.P., 340 F.3d 144, 159-60 (3d Cir. . (See id. A; Doc. But neither this assertion-nor the single citation to the record that follows-evidence active concealment of material information. That is not what this Court held. Specifically, some members stated that they were displeased with how the Concert Defendants fulfilled (or failed to fulfill) the terms of the PSA. Buy anything from PCC wanted to explore how we could give the club %. Citing to a choice of law provision in the Superior Court on may,... Extending the due diligence period from September 16, 2016 ). but before concert golf partners lawsuit... Make a significant profit working together is also not basic to the jury did not contract buy! But neither this assertion-nor the single citation to the transaction. and are... 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