. Accordingly, we grant summary judgment to all Defendants on Counts IV and V. In Count VI, NPT, as assignee, asserts a breach of contract claim against Ridgewood, alleging that Ridgewood breached a confidentiality agreement with PCC by disseminating PCC's confidential information to two separate entities, ClubCorp and Morningstar Golf & Hospitality, LLC. No. A (December 20, 2016 email from Meyer to Silverman, forwarding NPT's revised proposal and stating, Hot off the press. . No. Talk to our attorneys about your refund even if you already received a redemption check for an incorrect amount, or youre awaiting a redemption check. (See, e.g., Doc. 116, 117.) A.) 100-5, Ex. Not interested.).) Such is the case here. 5:23-CV-00394 | 2023-01-31, U.S. District Courts | Civil Right | 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. 100-8, Ex. Litig., 90 F.3d 696, 714 (3d Cir. Ins. Plotnick also emailed Meyer in 2015 and 2016. No. ), On November 21, Plotnick emailed Nanula his thoughts on some deal points as well as a few tweaks to [the] deal structure. (Doc. On March 3, 2017, NPT initiated a lawsuit against CGP and PCC in the Montgomery County Pennsylvania Court of Common Pleas (Case No. 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. No. 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. Fraudulent Concealment and Fraudulent Nondisclosure Claims, In Counts II and III, NPT, as PCC's assignee, asserts fraudulent concealment and fraudulent nondisclosure claims against all Defendants under Restatement (Second) of Torts 550 and 551, alleging that the Concert and Ridgewood Defendants failed to disclose that they were working together and actively concealed their relationship. (Id. The new amount is a fraction of the refund resigned members are entitled to at the time of resignation. In other words, the minimum purchase price was based on a lot yield of 160 units (rather than the 162 lot yield initially envisioned), and the overall purchase price was changed from $12.2 million to $12,049,382.40. 100-5, Ex. (See Doc. As an experienced leader in these types of lawsuits, we were confident the firm would have the expertise. Because the gist of the action doctrine analysis is dispositive and bars NPT from bringing its fraud claim against the Concert Defendants, the Court does not address the Concert Defendants' other arguments as to why summary judgment is warranted on the fraud claim. A; see also Doc. 100-5, Ex. (Id.) (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). 100-28, Ex. MM at 149:22-150:4.) Accord id. ), The Phase II Capital Projects were subject to change arising from consultation with the new Club Advisory Board; New club member surveys; input and recommendations by [Concert Philmont's] operating consultants and experts; and Concert Philmont's refinement of the scope of such items after closing, at its discretion. 100-2 at 8-22.) Id. 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. . 124-1 at 21; see also Doc. [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.).). No. No. Pa. 2004) (finding no duty to speak to the public at large). by concealment or other action intentionally prevents the other from acquiring material information. Restatement (Second) of Torts 550. We are all-cash investors because we believe great clubs The Class serves the report of its expert Chris Foux regarding how much The Class is owed. Id. 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. 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. 149-1 at 50. 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. 100-5, Ex. at 177-79.) 116-10, Ex. No. No. No. 149-1 at 169. ), L. Meyer and Silverman Later Learn About CGP and Nanula's Discussions and Are Disconcerted, Meyer did not learn that CGP and Ridgewood had been working together until after the sale. 2003). Why is this public record being published online? However, the Court dismissed the only cause of action asserted against those entities-civil conspiracy, so they are no longer Defendants in this action. (Id.) . ), About a week later, on September 14, NPT provided NVR with formal notice of [its] intention to terminate the AOS. (See Doc. 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. 16 to Ex. 2:22-CV-00358 | 2022-01-27, U.S. District Courts | Civil Right | NORTH PENN TOWNS, LP, directly and as assignee of Philmont Country Club, Plaintiff, v. CONCERT GOLF PARTNERS, LLC, et al., Defendants. This case was filed in U.S. District Courts, Florida Middle District. 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.).) 124-1 at 48-50. No. (Doc. 100-15, Ex. And the golf course has not really been improved, uhm, to the level that it needs. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. (Doc. (July 19, 2022 Hr'g Tr. A; Doc. 1995) to support its duty to speak test. However, the amounts of the refunds are not discussed in the article. 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. A: . Accordingly, we affirm the District Court's denial of the motion for summary judgment as to the breach of contract claim. (cleaned up)); Stevenson v. Env't Servs., Inc. v. Diversified Royalty Corp., Civil No. However, according to Meyer, the improvements were not made in the manner PCC would have liked them to be made; he stated that everything they have done has been, you know, not first rate. (See Doc. Finally, one place to get all the court documents we need. 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. These are self-serving business practices in action at the expense of resigned members. B. ), On February 1, PCC's membership voted to approve the PSA. 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. 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. A subsidiary of Concert Golf Partners that controls the Plantation No. To change redemption bylaws, 100% of the resigned members waiting for refunds must agree to any changes. (See Doc. at 40:16-42:21 (Q: So given that, given your goal of maximizing return, if two potential bidders are - if they are talking with one another about their offers, would you agree that by doing that they are interfering with your goal to maximize the return for the members? . (Doc. 100-28, Ex. This is a fact basic to the transaction.) with id., illustration 4 (A sells to B a dwelling house, knowing that B is acting in the mistaken belief that a highway is planned that will pass near the land and enhance its value. 2 to Ex. is the critical determinative factor in determining whether the claim is truly one in tort, or for breach of contract); id. . On October 26, Nanula toured the Philmont Club. Restatement (Second) of Torts 550 (stating that one party to a transaction is subject to liability if he conceals or intentionally prevents the other party from acquiring material information); Restatement (Second) of Torts 551 (explaining that one party to a business transaction is under a duty to exercise reasonable care to disclose to the other before the transaction is consummated in certain circumstances); accord LEM 2Q, LLC v. Guaranty Nat'l Title Co., 144 A.3d 174, 182 (Pa. Super. ), 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. . Any unauthorized use of mctlaw is expressly prohibited. at 284:7-19; see also id. 100-23, Ex. 116 at 28-29. ), On September 25, the day before the due diligence period was set to expire, Meyer emailed PCC's counsel, stating, After further thought, we have decided to let the agreement expire and evaluate our position rather than continue to negotiate with NVR. (Doc. Nanula said that Meyer understood and would be going back to the Board. No. Gnagey Gas & Oil Co., Inc. v. Pennsylvania Underground Storage Tank Indemnification Fund illustrates the type of conduct that constitutes active concealment. 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"). at 25:24-26:22 (Q: Would you have recommended that sale if you knew that Ridgewood had an interest in making an offer to Philmont, but refrained from doing so based on what Concert Golf - Concert saying they could get a better deal, would you still have recommended that deal? Concert Golf Partners bought Blue Hill CC in 2015, after the club was struggling with about $5 million No. 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. Headquarters Regions East Coast, Southern US. PCC did not suggest any capital improvements be made different from those described in the November 1 proposal. (See, e.g., Doc. 100-18, Ex. The Court disagrees. No. 124-1 at 8; Doc. The key difference between the two is that a defendant can only be held liable for fraudulent nondisclosure under 551 if a duty to disclose exists, while a defendant can be held liable for active concealment under 500 even if a duty to disclose does not exist. 11-5676, 2015 WL 4597970, at *11 (E.D. (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. Specifically: Restatement (Second) of Torts 551(2); see also Schutter v. Herskowitz, Civil Action No. (Doc. . 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. ([W]e are offering [PCC] $5 million 100% guarantee for the 9-holes. 125-4, Ex. (Id. And, like RLH, Ridgewood ultimately did not contract to buy anything from PCC. 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. 22-2596 | 2022-08-29, Palm Beach County 15th Judicial Circuit Courts | Civil Right | U.S. Courts Of Appeals | Other | 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. ), A few hours later, Nanula sent a follow up email, stating that CGP continue[d] to be intrigued here, with the caveat that we still have to get comfortable with the Club in the event that no real estate proceeds are ever realized (enviro, Town, intersection, buyers). Cases involving employment discrimination (gender, age, religion, etc. (See Doc. . That is not what this Court held. X at 10:8-13 (Meyer's and Silverman's testimony that they both resigned).) 100-5, Ex. ), Under the AOS, the purchase price for the Property was based on a per unit yield; the AOS contemplated a minimum yield of 150 units. No. (Id. . 11 to Ex. X at 65:20-66:15.) Pennsylvania has adopted the Restatement (Second) of Torts 550, which imposes liability for intentional concealment of material information regardless of a duty to disclose.). 5 to Ex. WKAR relies on individual Co., 709 F.3d 487, 497-98 (3d Cir. 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. F at 241:24-243:10; see also id. Pennsylvania. No. No. (See Doc. No. WebImpact Investing. No. Civil Action 19-4540-KSM (E.D. 100-28, Ex. 149-1 at 63; Doc. (KARPF, ARI) (Entered: 12/31/2018), U.S. Courts Of Appeals | Other | That Meyer and PCC never inquired further as to whether or not CGP had found the right developer after learning that CGP would likely not be moving forward with NPT/Metropolitan, coupled with the fact that Meyer recognized that it was CGP's call as to which developer to use, illustrate that CGP and Ridgewood's relationship was not a fact basic to the transaction. Nice guy . 100-6, Ex. 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. 100-21, Ex. Notice of Appeal as to Class Certification filed by Concert, Notice of Appeal as to Class Certification filed by PGCC. No. 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. (See id. On 12/31/2018 STEVENS filed a Civil Right - Employment Discrimination lawsuit against CONCERT GOLF PARTNERS. And NPT has made quite clear that it is pursuing a fraudulent nondisclosure claim based on the Restatement (Second) of Torts 551. 28, 2022). No. No. 149-1 at 20.) Nanula noted that Ridgewood had been talking to [the] Club about buying the 9 holes for $5-6m but they need a credible golf operator to sell the members on this and that he told them to back off completely so I can buy the whole Club and then deal them in as our real estate partner. (Id.) . 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. K.) NPT reiterated its position that as a result of [the] material changes, [it] could not proceed absent an Amendment to the AOS and a corresponding Amendment to the LPA. (Id.) 100-34, Ex. 125-3, Ex. In arguing that CGP and Ridgewood's relationship was a fact basic to the transaction, NPT cites only to Meyer and Silverman's testimony. 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 . Company Type For Profit. 100-5, Ex. at 13:1-3; id. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, ClubCorp and Morningstar are both golf course operators. See The Roskamp Inst., Inc. v. Alzheimer's Inst. Plotnick added, In the meantime, we will continue to stand on the sidelines and let you do your thing. NPT also argues the Concert Defendants had a duty to disclose under 551(2)(b). See Leprino Foods Co. v. DCI, Inc., 727 Fed.Appx. No. We have an experienced commercial litigation team ready to help you. 1.) Pa. 2015). (Doc. (Doc. M; accord id. At the conference, Plotnick expressed interest to Brown about a potential transaction between PCC and Ridgewood. W at 54:10-22 (Q: . U at 58:20-59:11. The hearing and the trial will move ahead as scheduled. (See Doc. NPT, individually and as PCC's assignee, asserted claims for fraud, breach of contract, conspiracy, and violations of federal antitrust law. 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). at 28. Rumsey Land Company (Rumsey) owned a property, and when Rumsey filed for bankruptcy, Resource Land Holdings, LLC (RLH) offered to purchase the property. at 65-67.) No. ), M. The Limited Assignment Agreement Between PCC and NPT, On March 3, 2017, NPT initiated a lawsuit against CGP and PCC in the Montgomery County Pennsylvania Court of Common Pleas (Case No. . W at 27:1-10, 35:18-36:11, 46:4-8. (Doc. (Id.) First, NPT has not pointed to any evidence showing that CGP and Ridgewood's partnership was a fact basic to the transaction. U at 62:16-63:19.) ), On November 1, 2016, Nanula provided PCC with a formal written proposal for CGP's purchase of Philmont Club and the Property. No. (Id. 21 to Ex. A: Potentially . ), Restatement (Second) of Torts 551, cmt. A. Ins. 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