), 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. 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. W at 27:1-10, 35:18-36:11, 46:4-8. NPT also named Concert Philmont, LLC, Concert Philmont Properties, LLC, and Ridgewood Philmont, LLC as Defendants in its original Complaint. There is no evidence that PCC seriously considered NPT's revised proposal, which outlined two different options. ), The Property consisted of nine of eighteen holes of the South Course and spanned approximately 50 to 60 acres. X at 80:1 81:6; Doc. No. . (Doc. 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. 59.) The Class files its Answer Brief to the brief filed by PGCC and Concert Plantation appealing Class Certification. This includes affirmative suppression of the truth with the intent to deceive. Id. . Nanula said that Meyer understood and would be going back to the Board. A (Meyer's December 20, 2016 email to Silverman forwarding NPT's revised proposal, stating, Hot off the press. DD at 8 (indicating that the purchase price included the unpaid principal balance and accrued and unpaid interest on PCC's Fox Chase Bank loan, which bore an original principal sum of $1.2 million); id. 22-2596 | 2022-08-29, Palm Beach County 15th Judicial Circuit Courts | Civil Right | Silverman also testified that Nanula wasn't being very honest with us and stated he does not like doing deals with people that aren't honest. (Id. at 13:1-3; id. . You will see. When resigning from a PGCC equity membership, members go on a waiting list to get refunds. 116 at 29 (citing Ex. No. 1.) X at 10:8-13 (Meyer's and Silverman's testimony that they both resigned).) 11.) at 118:3-9. Notably, Defendants fail to cite any applicable case law to support their position.).). No. 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.) No. 100-29, Ex. (Doc. No. . Each side had the same ability to obtain an appraisal and understand the potential worth of the Property and Club. Mctlaw fights for you to get the correct refund amount from Plantation Golf and Country Club. A (Sent Glenn a proposal yesterday . ), On November 1, 2016, Nanula provided PCC with a formal written proposal for CGP's purchase of Philmont Club and the Property. He alleges only the failure to disclose. (quoting Colton, 231 F.3d at 898)). The initial burden of demonstrating that there are no genuine issues of material fact falls on the moving party. No. Pa. Oct. 23, 2015) (Plaintiffs in this case fail to allege an actionable underlying fraud that the Foundation could have aided and abetted . 100-5, Ex. No. W at 36:20-37:13.). 5:23-CV-00368 | 2023-01-30, U.S. District Courts | Labor | 53 at 26-30; see also id. Company Type For Profit. (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).) Recently paid refunds are NOWHERE NEAR the originally promised 80%. 116-19 (resignation emails); Doc. at 17)-i.e., after CGP and Nanula's initial November 1, 2016 proposal to acquire the Club and after Philmont's Executive Board voted to approve the PSA (id. Cases involving employment discrimination (gender, age, religion, etc. 20 to Ex. 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. 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. A (executed copy of a September 29, 2016 confidentiality agreement between Ridgewood and PCC).) No. Metropolitan and NPT were at times referred to interchangeably in the record. 173.) Section 550 applies to fraudulent concealment claims (i.e., active concealment), while Section 551 applies to fraudulent nondisclosure claims (i.e., mere silence). 20 to Ex. See In re Westinghouse Sec. This is not a fact basic to the transaction.). ), NPT. 116 at 26.) Uhm, the bunkering that they've done . "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. 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? No. Id. We promised members $5m of Phase 2 capex, which will be more like $4.5m. We are all-cash investors because we believe great clubs . 22 to Ex. Nanula told Plotnick, however, that if a consensus was not reached, Meyer may come back to you, and ask for $7m instead of $5m. (Id.) Between 500 and 700 resigned members may be part of this class action. No. 15-3641, 2015 WL 6438093, at *10 (E.D. July 18, 2014) (The New Jersey Supreme Court has held that proof of actual damages is not necessary to survive summary judgment on a breach of contract claim: the general rule is that whenever there is a breach of contract . at 177-79.) Defendants moved to dismiss the Complaint (see Doc. Circuit Court Judge McHugh rules that the lawsuit can go forward while the appeal of the Class Action certification is pending. (Id. Next, the Concert Defendants argue that summary judgment is appropriate on NPT's 551 fraudulent nondisclosure claim because they did not owe PCC a duty to speak. at 27 (At this stage in the litigation, the Court is not persuaded by Defendants' contention that the fraud claims arise under the PSA. (As you are aware, we are unable to terminate the AOS with the Seller, without your written consent. . 100-5, Ex. ), On September 9, two days after the meeting, counsel circulated a proposed Seventh Amendment to the AOS, which included purchase price adjustments. at 12:4-24 (Silverman's testimony that he never spoke with anyone from Ridgewood and that there were no in-depth discussions with Ridgewood and it really wasn't in the forefront because otherwise he would have known more about it and been more involved); id. (Id. . (Id.) Because each of the Defendants' misrepresentations [the plaintiff] claim[ed] induced him to enter into the FFE Agreement [were] incorporated into the FFE agreement, the court held that the gist of the action doctrine barred the fraudulent inducement claims. 149-1 at 75; Doc. (explaining, by way of example, that a defendant is subject to liability if he reads a contract to the plaintiff and omits a portion of it or if he arranges stacks of aluminum sheets that he is selling [so] as to conceal defective sheets in the middle of the pile). 08-1386, 2018 WL 5033749, at *6 (D.N.J. On March 3, 2017, NPT initiated a lawsuit against CGP and PCC in the Montgomery County Pennsylvania Court of Common Pleas (Case No. Theyre suing both PGCC and Concert Plantation LLC, a subsidiary of Concert Golf Partners that purchased PGCC in 2019. 11 to Ex. United States District Court, E.D. v. PNC Fin. No. (Id. A.) Under the agreement, PCC (the Assignor) agreed to assign NPT (the Assignee), NPT initiated this action against Defendants on October 1, 2019. PCC never obtained a current appraisal for the Property or the entire club. 149-1 at 169. No. (Doc. A (December 20, 2016 email from Meyer to Silverman, forwarding NPT's revised proposal and stating, Hot off the press. A.) 2008) (quoting eToll v. Elias/Savion Advert. Updated: Feb 28, 2023 / 05:11 PM EST. Landsberg lodged a similar complaint. 2000))); Boardakan Rest. Second-and most importantly-the Court only determined that the fraud claim as alleged in the initial Complaint sounded in tort. If you would like the costs split 50/50, we would request a 50/50 profit split as well[.]).) No. Citing to comment l to 551, NPT argues that the Concert Defendants' behavior amounted to swindling. 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. (Id. (Id. No. In so arguing, NPT misconstrues the Court's prior ruling at the motion to dismiss stage. Pa. 2014 (collecting cases); CRS Auto Parts, Inc. v. Nat'l Grange Mut. No. F at 9:4-7 (Nanula's testimony that CGP is a private club hospitality firm); id. Q: If two offers were given to you, to the club, is it fair to say based on your - your goal of maximizing return you would have picked the higher amount than the lower amount? No. Concert Golf Partners will not require residents to be club members. For many members, the refund amount was 80% of the equity membership fee in effect on the effective date of resignation. Under Concert Golf, the club will be debt free and run by a professional golf club company, the Post reported. No. (Doc. 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? ), 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. 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 . 100-21, Ex. 124-1 at 46.) (See Doc. Pa. 2013) (Haywood's motion for summary judgment must, therefore, be denied because the University, if it proves the other elements of a claim for breach of contract, may be entitled to nominal damages.). In sum, because the representations concerning capital improvements that Plaintiff alleges fraudulently induced PCC to enter into the PSA were ultimately incorporated into the PSA, NPT's fraud claim sounds in contract, not tort, and is barred by the gist of the action doctrine. (Doc. A.) No. Id. Meyer testified that it would have been disconcerting to hear that Nanula had been speaking with another potential buyer about not approaching Philmont. Co., 106 A.3d 48, 68 (Pa. 2014) (explaining that the nature of the duty alleged to have been breached . The Tenth Circuit's logic in In re Rumsey Land Company, LLC applies with equal force as to Ridgewood. Pa. Oct. 11, 2017) ([I]t is generally inappropriate for a court to grant summary judgment based solely on a failure to prove damages flowing from a demonstrated breach of contract.); see also Interlink Grp. (See Doc. 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. X at 65:20-66:21. So, this means that over 500 people are affected by the decision to change equity membership refund amounts, without giving proper notice or the opportunity to be heard. 14 to Ex. Defendants file their response to The Class motion for a decision on its claims for breach of contract and other issues. 19 to Ex. . No. 2 Forwarded To: Counsel on 12/31/2018 (ahf) (Entered: 12/31/2018), (#1) COMPLAINT against CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC ( Filing fee $ 400 receipt number 0313-13254330. 2:23-CV-00344 | 2023-01-27. (Doc. 100-8, Ex. 2:22-CV-00328 | 2022-01-26, U.S. District Courts | Civil Right | 116-2 at 202 (In discussing the component of the Defendants' agreement that yields a $7 million allocation for the Property, Mr. Nanula wrote to his associates: Next $7m to CGP for land. A.) (See Doc. 149-1 at 47. . A: . . NPT planned to develop the Property and sell the developed lots to NVR to build homes. Ultimately, only Concert Philmont took title to any property. Last, the Court denied the motion to dismiss NPT's breach of contract claim against Ridgewood, which was based on Ridgewood's alleged violation of a confidentiality agreement. No. 647, 654 (E.D. (Doc. (Doc. 100-7, Ex. When asked whether he would have voted to sell the club to the Concert Defendants had he known that Concert Golf was telling Ridgewood to stand down and not make any offer to Philmont in exchange for . NPT is correct-it is undisputed that Defendants did not disclose that they were working together. A: Possibly. (emphases added)).) 100-8, Ex. 100-5, Ex. U.S. Courts Of Appeals | Other | (KARPF, ARI) (Entered: 12/31/2018), U.S. Courts Of Appeals | Other | No. A.) (Id. 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.). In its response, NPT entirely fails to address the Concert Defendants' argument that CGP and Nanula were not parties to a transaction. 100-5, Ex. 100-10, Ex. (Doc. Oct. 16, 2018) ([T]he Court holds that Diversified's no damages' argument does not support granting summary judgment to Diversified as to Stevenson's breach of contract claim.); Fagal v. Marywood Univ., Civil Action No. 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. 100-34, Ex. (See Doc. 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 . 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.) 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. 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. 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