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No. 100-19, Ex. ), The following day, July 23, NPT and PCC entered into an agreement of sale (AOS), pursuant to which PCC agreed to sell the Property to NPT for $12 million, assuming a yield of 162 lots. No. A.) Board members and staff made the decision to change the bylaws, knowing it would harm the resigned members. To get in contact, fill out the form below, or call 888.952.5242. No. 149-1 at 161, 42.) (See Doc. Afterwards, Nanula requested additional information from Meyer, including documents on the real estate development, Toll / NVR deal terms, property survey, environmental reports and any information PCC had about the various capital projects it considered. A ([T]he minimum Purchase Price will be no less than the product of $73,308.64 multiplied by 150 or Eleven Million, Two Hundred Ninety-Six Thousand, Two Hundred Ninety-Six and no/100 Dollars ($11,296,296) irrespective of Unit yield[.]).) 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. K.), NPT cites an unsigned Third Amendment to the LPA, which was circulated on September 26, to support its assertion that NPT and NVR eventually did come to an understanding. (See Doc. No. No. ), Defendants are correct that 550 and 551 impose liability only on one who is a party to a transaction. NPT is upset that Ridgewood and CGP partnered together to create a better business deal on their ends and received significant profits as a result of their partnership, while NPT was left out and received nothing. 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. . No. No. 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. He wanted to explore how we could give the club 100% of all our real estate proceeds . ), On February 1, PCC's membership voted to approve the PSA. 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. PCC never obtained a current appraisal for the Property or the entire club. (KARPF, ARI) (Entered: 12/31/2018), U.S. Courts Of Appeals | Other | A). The Class files its response opposing any continuation or delay, Hearing before Magistrate Bailey regarding numerous requests for documents, Deposition of Class Representative A. Anderson. Concert Golf offers a personalized and curated approach to partnership and operates 27 private golf and country clubs nationally, including former developer-owned clubs and longtime member-owned clubs. No. . Federal courts applying Pennsylvania law have agreed with the impropriety of summary judgment in such a situation. 116-14, Ex. )Meyer stated that at the time he said no to that informal offer, he believed that PCC would not be hearing from Ridgewood again. 22-2596 | 2022-08-29, Palm Beach County 15th Judicial Circuit Courts | Civil Right | (Doc. ), On October 21, Plotnick emailed Nanula [his] initial thoughts to a structure of a deal between CGP and Ridgewood at PCC. No. No. the capital investments being implemented with regard to the two required capital phases under our Agreement of Sale . 149-1 at 37.) No. Although Williams did not have a contractual relationship with Ross, Williams cannot detach Ross from his status as an agent for Ladbrokes. (Doc. the capital investments being implemented with regard to the two required capital phases under our Agreement of Sale . Uhm, the bunkering that they've done . Nos. No. No. 2:11-cv-1588-TFM, 2014 WL 2808097, at *19-20 (W.D. No. 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. M; accord id. & Cas. No. F at 9:4-7 (Nanula's testimony that CGP is a private club hospitality firm); id. L.) Meyer testified that around the time of the September 7 meeting and thereafter, he understood that NPT and NVR were not getting along very well and NPT or Metropolitan was thinking about terminating their relationship with NVR (Doc. 124-1 at 46.) Notably, Defendants fail to cite any applicable case law to support their position.).). 149-1 at 12.) (See Doc. For many members, the refund amount was 80% of the equity membership fee in effect on the effective date of resignation. 116 at 26 (quoting Parasco v. Pac. (Doc. This field is for validation purposes and should be left unchanged. He told me to call him back in 6 months.).). at 25, 27.) A: . On October 3, 2016, Meyer informed Nanula that the AOS had been terminated and that PCC was considering its options for moving forward. NPT informed NVR that unless they were able to come to some understanding concerning the additional costs that are involved as a result of this material change, NPT would be forced to provide notice of its intention to terminate the LPA. The Court dismissed the aiding and abetting fraud claims. No. 5 to Ex. (Doc. No. 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. We disagree. (emphasis added). Metropolitan and NPT were at times referred to interchangeably in the record. Nanula testified that he chose to work with Ridgewood instead of NPT because he had found out that some of NPT's principals had criminal convictions and CGP tends to avoid people with criminal records in [its] business dealings. (Doc. No. (Id. Anderson, 477 U.S. at 255. No. v. PNC Fin. NPT insists that Ridgewood did not make an informal offer for $5 million, despite Meyer's testimony in 2021 that such an offer was made. 100-5, Ex. PCC did not suggest any capital improvements be made different from those described in the November 1 proposal. No. 100-5, Ex. 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. 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. (Id. PGCC and Concert file their reply objecting to the request for rehearing by The Class. However, NPT advised NVR that it would terminate the AOS effective Friday, September 16 (two days later) if it did not receive written notification from NVR advising which course of action it had chosen. No. . (See id. 149-1 at 30-31.) I don't know the answer to that question.).) The Court is not persuaded that the Concert Defendants' behavior shocks the conscience or that the Concert Defendants trapped PCC into a deal, the substance of which it was unaware. Recently paid refunds are NOWHERE NEAR the originally promised 80%. (Doc. (Doc. See id. ), On January 19, 2017, PCC's Executive Board voted to approve the Purchase and Sale Agreement (PSA). 100-5, Ex. 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"). Ultimately, more than a mere scintilla of evidence is needed to survive summary judgment, and based on the present record, no reasonable juror could find by clear and convincing evidence that the Concert Defendants' relationship with Ridgewood constituted material information. Section 550 applies to fraudulent concealment claims (i.e., active concealment), while Section 551 applies to fraudulent nondisclosure claims (i.e., mere silence). However, the Court dismissed the only cause of action asserted against those entities-civil conspiracy, so they are no longer Defendants in this action. Hearing before Judge McHugh on motions to continue/delay hearing and trial. 100-29, 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).) W at 119:20-120:6; see also id. No. (September 17, 2018 resignation email from Scott Landsberg, stating The primary motivation behind my resignation has been Concert Golf's refusal to respond to my repeated requests (i) to confirm in writing . No. 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. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, No. at 77 (describing [t]he financial components of CGP's proposal); id. No. Servs. No. 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. CGP and Ridgewood's Initial Interactions in Fall 2016, In September 2016, Nanula met Plotnick at an industry conference. . 100-28, Ex. No. (Doc. No. The first occurs when the defendant actively conceals a defect or other disadvantage in something that he is offering for sale to another. Id. (See Doc. No. . No. 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. Defendants moved to dismiss the Complaint (see Doc. 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. The transaction closed on or around March 1. 20 to Ex. (Id.). (Doc. No. 100-5, Ex. Id. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). (See Doc. The Court is not persuaded. . No. . (Id.) No. (Id.) 116 at 26-27.) No. No. That is not what this Court held. 101-1 at 17 (citing case applying Pennsylvania law).) at 70-71. 11 (January 20, 2017 email from Grebow to Nanula, stating Meeting with the manager went well . . Not interested.).) 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. 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 100-5, Ex. The Class provides the Court with its arguments explaining that there are fact issues that need to go to a jury to decide. No. [I]f I knew that was his intention I would say I wouldn't - that wouldn't have sat well with me, nor the members of the club.).). W 54:10-54:22 (Q: [I]f you knew that Mr. Nanula was promising to spend $5 million . ), Plotnick also suggested that $5 million from the sale of the Property be reinvested in Philmont Club as capital expenditures. I think that shows we are for real and committed to getting this deal done.). No. 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. Discovery Inc. is suing Paramount Global, saying its competitor aired new episodes of the popular animated comedy series South Park after ), Because NVR is a homebuilder and does not engage in real estate development, it assigned its agreement with PCC to NPT, a developer. No. Silverman was but one vote. 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. The following week, on October 10, Plotnick emailed the same documents to Matthew Glavin at Morningstar Golf & Hospitality, LLC. 100-8, Ex. A copy of the meeting notes is available by clicking on the document to the right. Plantation Golf and Country Club is governed through bylaws established when the club first opened. But that information related to the amount of money CGP intended to spend on capital expenditures, not Ridgewood and CGP's relationship. . No. WebRecapitalizing with a well-funded partner like Concert Golf Partners addresses the fundamental challenges many clubs are facing, even after more than a decade of S.) Stallone stated, Yes, but that was with all the environmental and zoning contingencies that you said the club was no longer interested in accepting. (Id.) 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. Ins. Nanula told Meyer that he would be willing to commit to funding and completing a series of capital projects that the board wanted to get done that was on the order of $4 million. (Doc. On July 22, 2015, NPT and NVR entered into a Lot Purchase Agreement (LPA), which provided that NPT would sell the individual lots to NVR. 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. at 28. 22 to Ex. (Id. 17 to Ex. Approximately two-and-a-half years later, on September 18, 2019, as part of the settlement, NPT and PCC entered into a Limited Assignment of Claims Agreement. 2017-04395) (the "Original Action"), alleging that CGP tortiously interfered with its contract with PCC and Judge issues Order denying the rehearing requested by The Class. No. 100-2 at 25.) (So it seemed to me that this wasn't something that we might want to continue on down the road with.). No. 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. 2018) (rejecting the plaintiff's argument that the need for chloride-free insulation to reduce the risk of corrosion was basic to the plaintiff's agreement to purchase crystallizer tanks from the defendant and finding that although the facts were important, they were not necessarily basic). (Compare id., with 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. Judge removes the case from the June 2022 trial docket. This case was filed in 20 to Ex. No. No. (See Doc. (Id.) (Id. Contrary to NPT's assertion, this does not show that Ridgewood's and CGP's secret agreement . BB.) (See id. No. 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). 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. 100-5, Ex. 125-4, Ex. 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. As Jonathan mentioned, we very much intend to put a proposal in front of you, that at the least, we hope will open the stage for further discussion); Doc. (Doc. ), 1. 149-1 at 15; Doc. Nanula responded, Yes, but this firm is in advanced talks with club president about buying this 35 acre parcel from the club . 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 . 100-5, Ex. Q.) ), Fields forwarded Nanula's email to PCC's then-Treasurer, Sam Silverman. 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. . No. NPT opposes the motions. 100-25, Ex. No. See Wen, 117 F.Supp.3d at 683. (Id.) Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. 116 at 18 (citing Doc. No. See, e.g., Plexicoat Am., LLC v. PPG Architectural Finishes, Inc., 9 F.Supp.3d 484, 487-88 (E.D. We paid $18,000, then it went up to $21,000, then it went to $30,000, he said, referring to the value of his equity. Nanula elaborated, In a normal deal where we are both fronting the land cost, I would still presume a straight-up 50-50 deal, but here the fact pattern and risks are different. (Id.). (Our proposal guarantees you all of the money that is currently at risk in the existing Center [sic] Golf offer.). (See Doc. (Doc. M, with Doc. However, it may take years before a resigned member actually gets their check. 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)). Holdings, LLC, Civil Action No. To change redemption bylaws, 100% of the resigned members waiting for refunds must agree to any changes. Redemption bylaws, 100 % of all our real estate proceeds members, the weighing of,. On one who is a party to a transaction t ] he financial components CGP... Williams did not have a contractual relationship with Ross, Williams can not detach Ross from status. February 1, PCC 's membership voted to approve the PSA capital investments being implemented with regard to the.... 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