100-8, Ex. Ins. 100-5, Ex. 116-19 (resignation emails); Doc. Pennsylvania. The Class asks the court to help simplify discovery, Deposition of Class Representative C. Holloway, Court issues Order setting expert report deadlines. 116-8, Ex. Meyer testified that it would have been disconcerting to hear that Nanula had been speaking with another potential buyer about not approaching Philmont. (See id. 3:21-CV-00816 | 2021-04-08, U.S. District Courts | Other | Uhm, so it's - it just hasn't been, you know, first-rate execution along the way). Presently before the Court are Defendants' motions for summary judgment. Indem. 149-1 at 48; see also Doc. 100-29, Ex. (If the facts of a particular claim establish that the duty breached is one created by the parties by the terms of their contract . 100-20, Ex. at 503. ), The next day, on September 26, NPT sent PCC a proposed Ninth Amendment to the AOS. And, even to the extent that a statement about the mere intent to make an offer (i.e., a promise to make a promise) is a partial or ambiguous statement, as NPT posits, the Ridgewood Defendants are the ones who purportedly made this statement to PCC-not the Concert Defendants. But the only relevant question here is what facts PCC-not NPT-would have considered basic to the transaction. The following week, on October 10, Plotnick emailed the same documents to Matthew Glavin at Morningstar Golf & Hospitality, LLC. 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. ), 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. No. (See Doc. See, e.g., Plexicoat Am., LLC v. PPG Architectural Finishes, Inc., 9 F.Supp.3d 484, 487-88 (E.D. 22 to Ex. ' Matsushita, 475 U.S. at 587 (citation omitted). by concealment or other action intentionally prevents the other from acquiring material information. Restatement (Second) of Torts 550. If you would like the costs split 50/50, we would request a 50/50 profit split as well[.]).) No. 100-6, Ex. See Restatement (Second) of Torts 551(2)(a)-(e). at 2-3 (The primary motivation behind my resignation has been Concert Golf's refusal to respond to my repeated requests (i) to confirm in writing . No. Pa. June 23, 2008); Youndt v. First Nat'l Bank of Port Allegany, 868 A.2d 539, 550 (Pa. Super. PCC did not suggest any capital improvements be made different from those described in the November 1 proposal. A.) 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.) (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.). ), After receiving Ridgewood's proposal, Nanula forwarded the email to Nick Cicero, a partner at Freestone Capital Management. (Id.) Under the agreement, PCC (the Assignor) agreed to assign NPT (the Assignee), NPT initiated this action against Defendants on October 1, 2019. Cancellation and Refund Policy, Privacy Policy, and Metal on Metal Hip Lawsuits & Settlements, Indian Law, Tribal Governance, Native Owned Businesses, Ruling granting class certification. This case was filed in U.S. District Courts, Florida Middle District. A (agreement between NPT and PCC, stating that the land to be sold is comprised of approximately 61.60 gross acres); id., Ex. Second-and most importantly-the Court only determined that the fraud claim as alleged in the initial Complaint sounded in tort. 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. It also never contracted to perform services for Rumsey, and it was not part of an employment relationship with Rumsey. The Club at Renaissance, Concert Golfs most recent acquisition, is located within an exclusive South Florida community. (quoting Colton, 231 F.3d at 898-99); accord U.S. ex rel. . 116-5, Ex. X at 65:20-66:21. Judge issues Order denying the rehearing requested by The Class. (Doc. A; Doc. (Id. with Doc. On October 26, Nanula toured the Philmont Club. 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. About a week later, on October 5, Plotnick emailed Tom Bennison from ClubCorp, attaching PCC's financials, including financial statements, profit and loss spreadsheets, and a 2016-2017 budget. 116-19, Ex. 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). Pennsylvania. (See Doc. W at 20:9-21:23; see also id. Ideal Dairy Farms, Inc. v. John Labatt, Ltd., 90 F.3d 737, 744 (3d Cir. (Id. (Doc. . 116 at 28-29. No. On September 27-the day after it terminated the AOS-NPT discussed the terms of the deposits it would render to PCC if PCC signed a new agreement of sale for the Property. Nice guy . 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 . In addition, although the Court recognizes the distinction between 550 and 551 (i.e., the language of a party to a transaction versus party to a business transaction), the Court finds that the same reasoning applies here with respect to whether the Ridgewood Defendants were a party to a transaction for purposes of 550-NPT has not identified any transaction to which PCC and the Ridgewood Defendants were both parties. (Id. at 36:20-39. (Id. 100-5, Ex. No. No. No. MM at 149:22-150:4.) (Doc. 8:20-CV-01139 | 2020-05-15, U.S. District Courts | Labor | See Bucci, 591 F.Supp.2d at 783. ; see also id. 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. at 36.). 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. at 283:14-284:6 (explaining that at the meeting, they discussed an amendment to the AOS and it became clear to [him] through the actions of Mr. Tulio that NPT and NVR were not getting along very well and there was some indication both at that meeting and therefore that the relationship between those two entities was going to be terminated).) 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. 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. No. A: I would say not necessarily. (Doc. To the contrary, Russell complained that CGP did not abide by the terms of the PSA. ), NPT also misstates the Court's prior Memorandum when it posits, The Court has similarly observed that the gist of the action doctrine does not bar fraud claims where the defendant never intended to keep its promise to do something in the future. (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. Gnagey Gas & Oil Co., Inc. v. Pennsylvania Underground Storage Tank Indemnification Fund illustrates the type of conduct that constitutes active concealment. ), 1. The Tenth Circuit affirmed summary judgment for RLH on the 551 claim, holding that RLH was not a party to a business transaction under 551. Concert Golf Partners bought Blue Hill CC in 2015, after the club was struggling with about $5 million (Doc. 100-26, Ex. See 66 F.3d at 611. On January 21, 2017, Grebow emailed Nanula and Plotnick about his meeting with the Township, stating that the manager for the Township [d]idn't flinch on the 160 units and wanted a $1 million contribution for traffic and for the club to be age-restricted in return. Nos. However what surprised us most was the high level of excellent customer service from the firms staff! Warner Bros. 100-18, Ex. . Corp., 66 F.3d 604 (3d Cir. (Our proposal guarantees you all of the money that is currently at risk in the existing Center [sic] Golf offer.). 28, 2022). . Pa. 1996) and In re Westinghouse Sec. (Doc. at 67-69.) B. Formed by Peter Nanula, the founder and CEO of Arnold Palmer Golf Management (1993 to 2000), Concert Golf has amassed a pool of patient, long-term equity capital to invest in and upgrade large-scale private clubs located in major metro areas. No. (Doc. When the bankruptcy court did not approve the sale, Pueblo Bank & Trust Company, LLC (PBT) purchased the property at a bankruptcy auction and then transferred the land to RLH. Aug. 14, 2012) ([C]ommon-law fraud includes acts taken to conceal, create a false impression, mislead, or otherwise deceive in order to prevent the other party from acquiring material information. 149-1 at 204. NN at 267:21-268:1. 56(a). In so arguing, NPT cites to this Court's August 12, 2021 Memorandum, in which the Court cited to Bucci v. Wachovia Bank, N.A., 591 F.Supp.2d 773 (E.D. ; see also id. 17 to Ex. Headquarters Regions East Coast, Southern US. Holdings, LLC, Civil Action No. 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). X at 67:11-13; see also id. No. 149-1 at 158; Doc. 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 . (Id. at 188:2-12. However, the amount of money the club saves from lowering refund amounts greatly outweighs the amount they have to pay in a few lawsuits over the refunds. To get in contact, fill out the form below, or call 888.952.5242. Full title:NORTH PENN TOWNS, LP, directly and as assignee of Philmont Country Club, Court:United States District Court, E.D. Accordingly, the Court grants summary judgment to the Concert Defendants on Count I. No. (Id. 116 at 27 (citing Ex. No. C at 228 (Mike Tulio's (the then-Vice President of Land Acquisition at Metropolitan) testimony that he signed the Fifth Amendment to the AOS on behalf of NPT); Doc. 100-5, Ex. 149-1 at 19, 64.) The Class provides the Court with its arguments explaining that there are fact issues that need to go to a jury to decide. Meyer advised that the transaction is subject to approval by a majority of the eligible voting members of the Club and that there would be a membership meeting to discuss the transaction. at 117:14-16 (Well, obviously learning of some of these negotiations behind our back is a little -you know, unsettling.). at 25, 27.) 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. 100-28, Ex. The fact of the matter is that PCC was distressed and in need of capital; that CGP and Ridgewood took advantage of PCC's financial woes does not make the Defendants' actions unlawful. (Id.) (Id. 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. (I assume that the first $5MM or some negotiated portion of that money committed as additional CapX spend will probably satisfy the members.). Co., 645 F.Supp.2d 354, 377-78 (E.D. Plotnick added, In the meantime, we will continue to stand on the sidelines and let you do your thing. (Id. No. No. On September 19, Nanula requested any and all details on the pending NVR deal for the South Course acreage. (Id.) 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 . (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). 101-2 at 14). 11-5676, 2015 WL 4597970, at *11 (E.D. Consequently, the minutes of this meeting proves the board members and legal committee were aware of the Self Serving Business Practices in use when changing redemption bylaws without consent. No. On March 3, 2017, NPT initiated a lawsuit against CGP and PCC in the Montgomery County Pennsylvania Court of Common Pleas (Case No. 12-6179 (JBC), 2014 WL 3578748, at *7 (D.N.J. . No. ), At no point did the Concert Defendants inform PCC that they were in talks with Ridgewood and planned to paper the deal on the real estate opportunity. (See Doc. Not interested.).) The change of bylaws without consent from resigned members is a self-serving business practice by PGCC. . Celotex, 477 U.S. at 323. (Id.) . Those cases arose in different contexts. Id. (Doc. All future club required CapX will be the responsibility of Concert; and [t]hird, 60/40 (Concert/Ridgewood) of all additional proceeds. (Id.) ), Fields forwarded Nanula's email to PCC's then-Treasurer, Sam Silverman. No. 1.) No. No. (See Doc. ), filed by JAMES STEVENS. 100-5, Ex. (The Board unanimously believes that this is our best option towards securing Philmont's success in the years ahead. Cancellation and Refund Policy, Privacy Policy, and 17 to Ex. 100-34, Ex. After CGP Submits Its Proposal to PCC, CGP and Ridgewood Continue to Discuss Working Together and a Potential Deal, On November 2, Nanula emailed Plotnick to bring him up to date on PCC's reaction to CGP's proposal to purchase Philmont Club. 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. (Doc. ), On December 20, NPT sent Meyer a revised proposal to buy the Property. (Doc. (Id.) A.) ), Meyer is a financial planning and investment advisor. At the time of the meeting, the country club listed over 500 pending resigned members awaiting redemptions. ), In its response, NPT asserts that the Concert Defendants' argument that the gist of the action doctrine bars the fraud claim necessarily fails because the Court already found the gist of the action doctrine inapplicable. (See Doc. The Judge immediately ruled in favor of PGCC and Concert on all counts and determined that The Class has no claims to present to a jury. ), Because NVR is a homebuilder and does not engage in real estate development, it assigned its agreement with PCC to NPT, a developer. 10; Doc. 100-5, Ex. (See id. 116 at 18 (citing Doc. 149-1 at 47. (See Doc. 100-5, Ex. Section 550 imposes liability when one party to a transaction . However, at the end of his email, Nanula wondered, why do we need Ridgewood at all? 100-5, Ex. 100-5, Ex. Presently before the Court are the Ridgewood Defendants' and the Concert Defendants' motions for summary judgment. No. J.) 20 to Ex. (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).). A.) 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. I think that shows we are for real and committed to getting this deal done.). (See id. 149-1 at 15; Doc. 100-33, Ex. No. No. 100-32, Ex. A dispute is genuine if the evidence is such that a reasonable jury could return a verdict for the nonmoving party, and a fact is material if it might affect the outcome of the suit under the governing law. Anderson, 477 U.S. at 248. (Id. It appears that this was the basis for the Bucci court's test-not the Restatement directly. But this is not an enumerated circumstance that gives rise to a duty to disclose under the Restatement. (See Doc. 1995) to support its duty to speak test. In the separate escrow agreement contract, to which Guaranty was a party, the agreement itself conclusively sets forth Guaranty's duties and must be strictly construed.); Gaines v. Krawczyk, 354 F.Supp.2d 573 (W.D. A at 190.) No. A.) 2019). 20 to Ex. 100-2 at 8-22.) ), Silverman testified that his opinion of the agreement would have changed and he would have changed his vote if he had known that Concert told Ridgewood to stay down. (See Doc. A (December 20, 2016 email from Meyer to Silverman, forwarding NPT's revised proposal and stating, Hot off the press. B at 51:7-12 (Q: Are there other individuals affiliated with Metropolitan Development Group that provided an advisory role to North Penn Towns, LP? 124-1 at 7. I said no; about $5m is all we could afford to plow back. 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. Contrary to NPT's assertion, this does not show that Ridgewood's and CGP's secret agreement . In re Rumsey Land Company, LLC is instructive as to whether the Ridgewood Defendants were parties to a business transaction under 551. Next, we dismissed the antitrust claims because NPT failed to establish an unreasonable restraint of trade. 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.) Under Section 21 of their agreement of sale, NVR was given the option to assign the agreement to a third-party or terminate the agreement and simultaneously execute a substantially identical agreement of sale between PCC and a third-party. at 10), and it had a relationship with NPT. . No. 9; Doc. (Id. 149-1 at 75; Doc. 100-5, Ex. at 23. The AOS provided NPT with a 90-day due diligence period, during which time NPT had the right to terminate the AOS for any reason. P.) The following day, on December 1, Stallone sent Nanula the draft of the text amendment he presented to Lower Moreland Township's Board of Supervisors at its September meeting related to zoning. No. Two days of hearings on the Motions for Partial Summary Judgment filed by both The Class and by PGCC and Concert Plantation, asking the Court to decide certain claims and defenses without the need for trial. Attorneys at mctlaw believe you deserve the amount originally and contractually promised when you purchased an equity membership. Concert Golf acquired 36-hole, 295-acre Philmont, which was founded as an all-Jewish club in 1906, in February 2017 in a deal that involved the payoff of the clubs debt and other commitments and bought White Manor CC under a similar arrangement at the end of 2016, the Inquirer reported. 11.) 2:11-cv-1588-TFM, 2014 WL 2808097, at *19-20 (W.D. 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 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.).) 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.) 100-5, Ex. 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. of Am., Inc., Civil Action No. 100 28, Ex. 149-1 at 169. A.) They persevered to bring the hard-nosed Manufacturer to settle and provide me some recompense for everything I had to endure which led to this suit. 100-2 at 25.) 100-28, Ex. Like their neighbors, several Concert Golf Partners employees experienced damage to their homes and their hardship did not go unnoticed. Shortly after the AOS was executed, however, NPT learned that a 2014 zoning change meant the Property could only yield 105 units by-right. (Doc. The hearing and the trial will move ahead as scheduled. A: It - it might have. No. A [Meyer]: Uhm, I don't recall, but it was a significant time frame after we completed the sale.).) No. ; see also id. 5 (September 16, 2014 email in which Nanula wrote, Spoke to Glenn Meyer. 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. (Id. No. A (executed copy of a September 29, 2016 confidentiality agreement between Ridgewood and PCC).) 124-1 at 46.) NPT relies on the evidence of disgruntled members to support its contention that Ridgewood and CGP's relationship was material. 100-24, Ex. To that end, the crux of the original fraud claim pertained to Ridgewood and CGP's alleged misrepresentations as to the riskiness of developing the Property, not capital expenditures. ), Age Discrimination in Employment Act (ADEA) - 29 USC 621-634 The Kabelins invested significantly more than $1,200 in the golf club. 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. But it did not. 149-1 at 58; Doc. 149-1 at 50. . 173.) No. Therefore, even without compensatory damages, an insurer can be liable for nominal damages for violating its contractual duty of good faith by failing to settle. 16 to Ex. Nanula responded, Yes, but this firm is in advanced talks with club president about buying this 35 acre parcel from the club . 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. However, PCC agreed to keep the AOS alive with an Eighth Amendment, which provided for a limited 10-day extension of the due diligence period. VENICE What began as one lawsuit seeking a refund of an equity membership in the Plantation Golf & Country Club will go to trial next year as a class action involving hundreds of plaintiffs. NPT must set forth more than a mere scintilla of evidence to survive summary judgment, and it has not. Critically, these allegations involve duties that were outlined in the PSA. ), Plotnick also suggested that $5 million from the sale of the Property be reinvested in Philmont Club as capital expenditures. 100-5, Ex. WKAR relies on individual 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. In the Amended Complaint, NPT, as assignee, brings a fraud claim against CGP and Nanula (Count I); a fraudulent concealment claim against all Defendants, brought pursuant to Restatement (Second) of Torts 550 (Count II); a fraudulent nondisclosure claim against all Defendants, brought pursuant to Restatement (Second) of Torts 551 (Count III); aiding and abetting fraud claims against Concert Defendants (Count IV) and Ridgewood Defendants (Count V); and a breach of contract claim against Ridgewood (Count VI). 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Pcc 's then-Treasurer, Sam Silverman form below, or call 888.952.5242 Refund Policy, Privacy Policy and. ) to support its duty to disclose under the Restatement Privacy Policy, Privacy Policy, and had. About not approaching Philmont at 783. ; see also id or other action intentionally prevents the other from material. In which Nanula wrote, Spoke to Glenn Meyer sounded in tort Philmont club as capital expenditures, these involve! The only relevant question here is what facts PCC-not NPT-would have considered basic to the transaction issues Order the.
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