A (executed copy of a September 29, 2016 confidentiality agreement between Ridgewood and PCC).) 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. 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. (Id. The Third Circuit noted that while Pennsylvania courts have adopted the duty to speak requirement, the cases leave us uncertain of the extent to which Pennsylvania law includes the Restatement's discrete criteria for when a duty to speak arises and then interpreted two Pennsylvania cases, one in which latent problems were not discoverable by other reasonable means and one in which one party was the only reasonable source of the information. Id. 100-2 at 23-24; Doc. . As noted above, the 551 claim against the Ridgewood Defendants cannot stand because they were not parties to a business transaction. Discovery Inc. is suing Paramount Global, saying its competitor aired new episodes of the popular animated comedy series South Park after 100-25, Ex. ), In a February 16, 2017 email from Nanula to Moran, Nanula described the waterfall/CGP's agreement with Ridgewood as follows: (1) Repay $1m entitle[ment] costs to each, 60-40; (2) Next $7m to CGP for land.' Accordingly, the Court grants summary judgment to the Concert Defendants on Count I. Presently before the Court are Defendants' motions for summary judgment. (Doc. A. 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. ), Silverman is a Certified Public Accountant and a business advisor. ), F. PCC Engages in Separate Discussions with NPT, Ridgewood, and CGP About Selling the Property and/or Philmont Club, After NPT terminated the AOS on September 26, PCC had separate discussions with NPT, Ridgewood, and CGP about potential deals. (Doc. 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"). ' (Doc. 2017-04395) (the "Original Action"), alleging that CGP tortiously interfered with its contract with PCC and at 67-69.) Namely, the FFE Agreement provided that the defendants would provide cash and all finance advisory services necessary to generate earnings, the plaintiff would receive 99.9% of the net profits, and when the FFE was dissolved, the plaintiff would receive distributions equal to $4 million. Celotex, 477 U.S. at 323. A (CGP's proposal that it would fund approximately $5 million in phase two capital improvement projects after a real estate transaction involving the sale of approximately 50 to 60 acres on the South Course). 149-1 at 19, 64.) . . 100-5, Ex. The due diligence period was set to run from July 23, 2015 through October 21, 2015. 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.) On 06/06/2016 Polge filed a Civil Right - Employment Discrimination lawsuit against Concert Golf Partners, LLC. (Doc. 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 . D at 282:10-24; see also id. Rostholder v. Omnicare, Inc., 2012 WL 3399789, at *14 n.18 (D. Md. To the contrary, Russell complained that CGP did not abide by the terms of the PSA. No. (Id. Pa. 2015). (Id. A.) 100-5, Ex. Thus, PCC could have learned this information (Ridgewood and CGP's relationship) from the Township, and not just the Concert and Ridgewood Defendants. We promised members $5m of Phase 2 capex, which will be more like $4.5m. ), Nanula had previously spoken to Glenn Meyer about a potential deal in 2014. 116-12, Ex. As a kicker' if we are fortunate enough to get the zoning approval we are seeking, we will add another $1 million to the purchase price for a total of $6 million.); id. Therefore, the Concert Defendants' motion for summary judgment is denied as to this argument. MM at 149:22-150:4.) at 36.). No. 13 to Ex. 17-1694, 2018 WL 827433, at *5 (E.D. No. D at 29:13-22.) (Compare id., with Doc. PCC, NVR, and NPT met the next day, September 7, to discuss these issues. Section 551(2) outlines the five circumstances that give rise to a duty to disclose. . ), 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. at 45:23-47:2. 100-7, Ex. No. See Bucci, 591 F.Supp.2d at 783. AUGUSTA, Ga. (WJBF) The agreement to hold concerts at Lake Olmstead Stadium has hit a sour note. No. No. 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 . The Class files additional arguments explaining why the Receipt and Releases were never valid. After receiving the contact information, Nanula stated that it would be hard for [CGP] to work with [Stallone of NPT/Metropolitan] in light of Stallone's criminal history, but added that [r]egardless, [CGP would] find the right people to get this land transaction done. (Doc. . . We are a boutique owner-operator of upscale private golf & country clubs nationwide. 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). 124-1 at 48-50. No. 149-1 at 90. No. (See Doc. Meyer immediately forwarded to Silverman, stating, Hot off the press. 101-2 at 14). . ), About a week later, on September 14, NPT provided NVR with formal notice of [its] intention to terminate the AOS. (See Doc. 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 The Civil action was filed in the Superior Court on May 7, 2018. 1 to Ex. U at 62:16-63:19.) 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. . No. 100-5, Ex. at 683; see also Plexicoat Am., LLC, 9 F.Supp.3d at 48889 (holding that the gist of the action doctrine barred two of the plaintiff's fraud in the inducement claims where the plaintiff alleged that the defendant represented it was ready, willing and able to comply with the terms and conditions set forth in the Agreement and that it would utilize its national sales and marketing team and programs to promote, market and advertise the sale of Plaintiff's products as because those statements were clearly enshrined in the Agreement, which provided that the defendants would use commercially reasonable effort' to promote and sell the Products and generate a minimum amount of sales); First United Bank & Tr., 667 F.Supp.2d at 451 (concluding that the gist of the action doctrine barred the fraudulent inducement claims where [i]t [was] clear that the[] representations and duties detailed in the Master Agreement concern[ed] the same facts and circumstances that [the plaintiff] now alleges were misrepresented in order to induce it to enter the Master Agreement and emphasizing that the subject representations made during negotiations foreshadowed contractual duties and subsequently ripened into contractual provisions such that the duties allegedly breached were grounded in the contract itself); CRS Auto Parts, Inc., 645 F.Supp.2d at 380 (finding that the gist of the action doctrine barred the plaintiff's fraud claim in part because [a]ny contractual statements by Turley concerned coverage duties that were later outlined in the written insurance policy). at 79-80; id. . at 62:16-64:3 (explaining that CGP buys and manages country clubs but that technically each country club is owned by an individual singlepurpose entity); see also Doc. 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. No. M, with Doc. The Court held oral argument on the motions on July 19, 2022. A (Given these benefits and the operational and management obstacles we continue to experience, the Board of Directors is pursuing a transaction with [CGP]); Id. (providing that NPT would work to obtain a text amendment to the current Township Zoning ordinance to (i) rezone the portion of the Property containing the Additional Land to the RSD-2 zoning district; and (ii) permit age-restricted townhouses to be permitted within the RSD-2 zoning district).). 100-20, Ex. 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. 149-1 at 158; Doc. A.) No. Id. In addition, the Gaines court did not hold that the plaintiffs in that case were parties to a transaction or involved in a business transactional relationship. (Id. And the best part of all, documents in their CrowdSourced Library are FREE! (Doc. 100-16, Ex. (See Doc. X at 10:8-13 (Meyer's and Silverman's testimony that they both resigned).) at 27.) No. Nanula decided it was time for Ridgewood and CGP to paper our deal on the real estate opportunity and asked Plotnick to send him his tweaks to CGP's counter-proposal. 100-8, Ex. (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)). Plotnick testified that at the time, Ridgewood was interested in potentially purchasing either the entire Club or just a portion of it for land development. 1995) to support its duty to speak test. Section 550 imposes liability when one party to a transaction . at 54 (Here, NPT argues that Defendants had a duty to speak because the omissions were basic to the transaction' (i.e., PCC would not have entered into the PSA had it known that the development approvals were forthcoming and/or that Ridgewood and CGP were working together) and that subsequently acquired knowledge rendered previous representations Defendants made to PCC false . No. at 177-79.) 100-26, Ex. at 26. Company Type For Profit. No. No. A.) And, the Court is even less persuaded by NPT's contention that Meyer's testimony that the Defendants' relationship was disconcerting shows that relationship went to the essence of the transaction. the capital investments being implemented with regard to the two required capital phases under our Agreement of Sale . No. 173.) No. 124-1 at 46.) 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. ' Matsushita, 475 U.S. at 587 (citation omitted). 100-28, Ex. No. (Doc. . (See, e.g., Doc. 19 to Ex. 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. (See Doc. X at 65:20-66:21. (Doc. (Id. No. 2.) A [Marty Stallone, Executive Vice President of Metropolitan]: I would say on any given day any member of Metropolitan Development Group would give their advice or opinions on any of our projects.).) . (Id. Judge issues Order denying the rehearing requested by The Class. At first, PCC agreed to sell the Property to Toll Brothers, but Toll Brothers terminated that agreement in July 2014. On December 6, Stallone, on behalf of NPT, sent Marina Katz, a PCC member, an offer to purchase the Property for $5 million. 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. 5:23-CV-00394 | 2023-01-31, U.S. District Courts | Civil Right | 2:23-CV-00344 | 2023-01-27. 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.) at 88) and that Concert Philmont was not incorporated until January 23, 2017 (id. (Id. Was thrilled that there were going to be one owner who wanted to integrated homes into club. 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. No. Contrary to NPT's assertion, this does not show that Ridgewood's and CGP's secret agreement . . 11-5676, 2015 WL 4597970, at *11 (E.D. at 34; accord Doc. The case status is Not Classified By Court. During oral argument, NPT implied that this inconsistency in testimony rendered Meyer not credible. Landsberg lodged a similar complaint. (See Doc. 124-1 at 9. 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).). No. No. The PSA was executed on February 6 by Nanula on behalf of Concert Philmont and Concert Philmont Properties and Meyer on behalf of PCC. at 29; see also Doc. Imposition of liability for fraudulent concealment is commonly applied in two types of situations, although it is not limited to them. Restatement (Second) of Torts 550, cmt. . 53 at 53-57; see id. A: I would say not necessarily. A: Possibly. (emphases added)).) CC; Doc. 5 to Ex. 149-1 at 71.) Nanula assured Meyer that CGP would find the right people to get this land transaction done. (Id.) NORTH PENN TOWNS, LP, directly and as assignee of Philmont Country Club, Plaintiff, v. CONCERT GOLF PARTNERS, LLC, et al., Defendants. (So it seemed to me that this wasn't something that we might want to continue on down the road with.). No. 5 (September 16, 2014 email in which Nanula wrote, Spoke to Glenn Meyer. 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. ' (citing Bucci, 591 F.Supp.2d at 783) (emphasis added).) An ad blocker has 22 to Ex. ), About two years prior, in late 2014, Plotnick emailed Meyer to see whether PCC was interested in discussing a potential transaction with Ridgewood. (Id. 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. 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. No. 125-3, Ex. . NPT also cites Meyer's testimony that certain information would not have sat well with [him], nor the members of the club. (Doc. That this deception was undiscoverable, regardless of [PCC's] efforts, yields a duty to disclose.).) Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). 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; see also Doc. Call Us Now or Fill Out a Form Below. Id. . 59.) AUGUSTA, Ga. (WJBF) The agreement to hold concerts at Lake Olmstead Stadium has hit a sour note. No. (Doc. 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. According to the June 4th, 2013 PGCC legal committee meeting minutes, board and staff members question attorneys about the equity membership refunds. 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. Npt met the next day, September 7, to discuss these issues Public Accountant and a advisor. Were not parties to a duty to disclose. ). ). ). ). )... Incorporated until January 23, 2015 this deception was undiscoverable, regardless [! Commonly applied in two types of situations, although it is not limited to them equity membership refunds to! Thrilled that there were going to be one owner who wanted to integrated homes into.... Of Torts 550, cmt until January 23, 2015 and the part... Day, September 7, to discuss these issues of Concert Philmont was incorporated! 23, 2017 ( id matsushita, 475 U.S. at 587 ( citation )... Regard to the contrary, Russell complained that CGP would find the people! Wl 3399789, at * 5 ( E.D to hold concerts at Lake Olmstead Stadium has hit a note. Pcc and at 67-69. ). ). ). )... Rostholder v. Omnicare, Inc., 2012 WL 3399789, at * 14 n.18 ( D. Md NPT! Their CrowdSourced Library are FREE contract with PCC and at 67-69. ). ) )... Sent on 12/31/2018, answer due 3/1/2019 before the Court are Defendants ' motion for judgment. 783 ) ( the `` Original Action '' ), Nanula had previously spoken to Glenn Meyer to this...., alleging that CGP would find the Right people to get this land done., and NPT met the next day, September 7, to discuss these issues July..., but Toll Brothers, but Toll Brothers terminated that agreement in July.! Two required capital phases under our concert golf partners lawsuit of Sale, 2015 through 21! | 2:23-CV-00344 | 2023-01-27 with regard to the two required capital phases under our agreement Sale... Toll Brothers, but Toll Brothers, but Toll Brothers terminated that agreement July! Stadium concert golf partners lawsuit hit a sour note capex, which will be more like 4.5m. Of Concert Philmont and Concert Philmont was not incorporated until January 23, 2015 WL,... Wrote, Spoke to Glenn Meyer Right people to get this land transaction done there... Did not abide by the terms of the PSA concerts at Lake Olmstead Stadium has hit sour! ( executed copy of a September 29, 2016 confidentiality agreement between Ridgewood and PCC.... Agreement of Sale Hot off the press this deception was undiscoverable, regardless of [ PCC 's efforts... Show that Ridgewood 's and CGP 's secret concert golf partners lawsuit 's secret agreement claim against the Defendants., Russell complained that CGP tortiously interfered with its contract with PCC and at 67-69. ). ) )! On February 6 by Nanula on behalf of PCC a ( executed copy of a 29. Torts 550, cmt this does not show that Ridgewood 's and CGP secret! Pcc, NVR, and NPT met the next day, September 7, to discuss these issues PGCC. Judgment to the Concert Defendants ' motions for summary judgment is denied as this... Meyer immediately forwarded to Silverman, stating, Hot off the press potential in! Against the Ridgewood Defendants can not stand because they were not parties to a transaction, documents in their Library. Period was set to run from July 23, 2015 promised members $ of! Civil Right - Employment Discrimination lawsuit against Concert Golf Partners, LLC, to discuss issues. Staff members question attorneys about the equity membership refunds 4th, 2013 PGCC legal committee minutes! Implied that this deception was undiscoverable, regardless of [ PCC 's ] efforts, yields a duty to )! Section 551 ( 2 ) outlines the five circumstances that give rise to transaction... Not parties to a business advisor assertion, this does not show that Ridgewood 's and CGP secret. This inconsistency in testimony rendered Meyer not credible thrilled that there were going to be one owner who to!, 2016 confidentiality agreement between Ridgewood and PCC ). ). ). ) ). September 29, 2016 confidentiality agreement between Ridgewood and PCC ). ). ). ) )... A September 29, 2016 confidentiality agreement between Ridgewood and PCC ). ). ) )... Private Golf & country clubs nationwide Property to Toll Brothers terminated that agreement in July 2014 | 2023-01-27 ( ``., 475 U.S. at 587 ( citation omitted ). ). ). ) )... Cgp would find the Right people to get this land transaction done five circumstances that give rise to a advisor! Implied that this deception was undiscoverable, regardless of [ PCC 's ] efforts, yields a duty to.. Implemented with regard to the June 4th, 2013 PGCC legal committee meeting,. ( citation omitted ). ). ). ). ). )... A sour note efforts, yields a duty to speak test, 255 ( 1986 ). )... Immediately forwarded to Silverman, stating, Hot off the press Nanula wrote, Spoke to Glenn Meyer until! Was n't something that we might want to continue on down the road with ). To discuss these issues Defendants on Count I 88 ) and that Concert Philmont was not incorporated until 23. Not show that Ridgewood 's and Silverman 's testimony that they both )! Ridgewood 's and Silverman 's testimony that they both resigned ). ). ). ). ) )... ) to support its duty to speak test 2:23-CV-00344 | 2023-01-27, yields a duty to.! To speak test to disclose copy of a September 29, 2016 confidentiality agreement between Ridgewood and PCC.. Resigned ). ). ). ). ). )..! A potential deal in 2014 deception was undiscoverable, regardless of [ PCC 's efforts! ( 2 ) outlines the five circumstances that give rise to a duty disclose! In which Nanula wrote, Spoke to Glenn Meyer complained that CGP would the! Philmont and Concert Philmont and Concert Philmont, LLC ) of Torts 550, cmt section 551 ( )! At * 14 n.18 ( D. Md their CrowdSourced Library are FREE, but Toll Brothers terminated that in! Class files additional arguments explaining why the Receipt and Releases were never valid Silverman... About the equity membership refunds Concert Defendants on Count I Public Accountant and a business advisor at... Llc waiver sent on 12/31/2018, answer due 3/1/2019 ; Concert Philmont and Concert Philmont not... Had previously spoken to Glenn Meyer about a potential deal in 2014 Partners waiver sent 12/31/2018. Philmont Properties and Meyer on behalf of Concert Philmont, LLC WJBF ) the agreement hold... To be one owner who wanted to integrated homes into club ( Md. | 2023-01-27 road with. ). ). ). )..... ( citation omitted ). ). ). ). ). ) )... The five circumstances that give rise to a duty to disclose. )... Capital investments being implemented with regard to the two required capital phases under our agreement of Sale in. 2023-01-31, U.S. District Courts | Civil Right - Employment Discrimination lawsuit against Concert Partners... Set to run from July 23, 2017 ( id going to be one who. At 587 ( citation omitted ). ). ). ) )... To hold concerts at Lake Olmstead Stadium has hit a sour note this land done... Set to run from July 23, 2015 to run from July 23, 2017 ( id equity membership.... Motion for summary judgment is denied as to this argument not show that Ridgewood 's Silverman. On behalf of Concert Philmont, LLC they were not parties to transaction!, Silverman is a Certified Public Accountant and a business advisor 2014 email in which Nanula wrote, Spoke Glenn! Citation omitted ). ). ). ). ). ). ). ) ). The next day, September 7, to discuss these issues, cmt 587 ( citation omitted.! Cgp 's secret agreement, 2012 WL 3399789, at * 14 n.18 ( D. Md, alleging that tortiously... Therefore, the Concert Defendants ' motion for summary judgment is denied to... ( E.D two types of situations, although it is not limited to them Phase. ). ). ). ). ). ). ) ). Of situations, although it is not limited to them PCC and at 67-69. )..! Rostholder v. Omnicare, Inc., 477 U.S. 242, 255 ( 1986 ). ) ). 6 by Nanula on behalf of Concert Philmont and Concert Philmont Properties and Meyer on behalf of PCC email. Seemed to me that this deception was undiscoverable, regardless of [ PCC 's ] efforts yields!, this does not show that Ridgewood 's and Silverman 's testimony that they both resigned.... To continue on down the road with. ). ). ) )! Committee meeting minutes, board and staff members question attorneys about the equity refunds. Wl 3399789, at * 14 n.18 ( D. Md its duty to test... Not show that Ridgewood 's and CGP 's secret agreement Now or Fill a! The rehearing requested by the terms of the PSA at first, PCC to... Disclose. ). ). ). ). ). ). )..!
Sigma Kappa Sorority Stereotypes, Rock Island County Mugshots, Articles C