No. Uhm, the bunkering that they've done . In its response, NPT entirely fails to address the Concert Defendants' argument that CGP and Nanula were not parties to a transaction. No. 100-38, Exhibit GG.) W at 36:20-37:13.). No. However, in Bucci, the court never analyzed the Restatement (Second) of Torts 551; rather, it mentions the Restatement only once, in passing, as part of a see also cite for when a duty to speak arises. (See id. 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. Judge removes the case from the June 2022 trial docket. 100-25, Ex. . The Court held oral argument on the motions on July 19, 2022. The Court finds that there is no genuine issue of material fact that the Concert Defendants did not have a duty to disclose its relationship with Ridgewood to PCC. Q.) 100-25, Ex. The Court concludes there is not. 100-5, Ex. It is undisputed that PCC was in a distressed financial situation. NPT conflates the Court's rulings on whether the fraud claim arose under the PSA (the context in which the Court discussed the gist of the action doctrine) and whether NPT can state a fraud claim when alleging fraud in connection with future promises. But the only relevant question here is what facts PCC-not NPT-would have considered basic to the transaction. ), On September 12, Nanula sent several follow up questions to Silverman, which Silverman answered. 100-28, Ex. Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. 100-8, Ex. at 682. Deposition of Corporate Representative for Concert Golf Partners, LLC, Deposition of Corporate Representative for Concert Plantation, LLC, Deposition of Corporate Representative for Concert Golf Partners Holdco, LLC, Deposition of Corporate Representative for Golf GP II, LLC, Deposition of Corporate Representative for PGCC. (See id. Hearing before Judge McHugh on motions to continue/delay hearing and trial. . 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. In other words, refund plans for resigned members are moving forward even with the sale of the country club. 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. Discovery Inc. is suing Paramount Global, saying its competitor aired new episodes of the popular animated comedy series South Park after No. A: It - it might have. . 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. 2 to Ex. 149-1 at 19, 64.) (See Doc. at 117:14-16 (Well, obviously learning of some of these negotiations behind our back is a little -you know, unsettling.). W at 45:13-48:17. The due diligence period was set to run from July 23, 2015 through October 21, 2015. A.) Co., 709 F.3d 487, 497-98 (3d Cir. . It appears that this was the basis for the Bucci court's test-not the Restatement directly. Plotnick testified that he spoke with Meyer that same day and that Meyer told him PCC was under contract to sell the Property. For the foregoing reasons, the Court grants summary judgment to the Concert Defendants on Counts I (fraud), II ( 550), III ( 551), and IV (aiding and abetting) and grants summary judgment to the Ridgewood Defendants on Counts II ( 550), III ( 551), V (aiding and abetting). No. (Id.) 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. 100-5, Ex. 100-29, Ex. No. No. No. No. Ridgewood appears to argue that Pennsylvania law applies. NPT relies on the evidence of disgruntled members to support its contention that Ridgewood and CGP's relationship was material. See Restatement (Second) of Torts 551, comment l (In general, the cases in which the rule stated in Clause (e) has been applied have been those in which the advantage taken of the plaintiff's ignorance is so shocking to the ethical sense of the community, and is so extreme and unfair, as to amount to a form of swindling, in which the plaintiff is led by appearances into a bargain that is a trap, of whose essence and substance he is unaware . a. (Doc. No. (Doc. 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. ), Following Plotnick and Meyer's October 10 phone call, Nanula had a 42-minute conversation with Plotnick. 173.) If the suit cannot be resolved through mediation, the plaintiffs want a jury trial. (Id.) 116-19 (resignation emails); Doc. 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. 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"). (If the facts of a particular claim establish that the duty breached is one created by the parties by the terms of their contract . at 87.) 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). (See Doc. Last, the Concert Defendants argue that summary judgment should be entered on NPT's 550 fraudulent concealment claim because NPT has no evidence that CGP or Nanula intentionally concealed a material fact from [PCC]. (Doc. 100-5, Ex. Rumsey Land Company (Rumsey) owned a property, and when Rumsey filed for bankruptcy, Resource Land Holdings, LLC (RLH) offered to purchase the property. F at 9:4-7 (Nanula's testimony that CGP is a private club hospitality firm); id. 100-5, Ex. No. But see id. 100-5, Ex. No. Pennsylvania. But it did not. 116 at 25 (addressing only whether there was a business relationship between PCC and CGP/Nanula, as they were discussing a business transaction, not whether CGP and Nanula were parties to the business transaction).) Underground Storage Tank Indemnification Fund, 82 A.3d 485, 501 (Pa. Cmw. No. No. No. No. Section 550 imposes liability when one party to a transaction . (July 19, 2022 Hr'g Tr. 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. Nice guy . Id. No. (Id. 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? 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. T.) NPT's revised proposal included a chart comparing NPT/Metropolitan's proposals side-by-side to CGP's proposal. Pa. 2009) ([S]everal district courts evaluating the gist of the action doctrine have held that fraudulent inducement claims are still barred when the fraudulent statements made during negotiations becomes the basis for a subsequently executed contractual duty.). In examining the motion, we must draw all reasonable inferences in the nonmovant's favor. at 97. (See Doc. The Court dismissed the fraud claim asserted against Ridgewood, Plotnick, and Grebow and the fraud claim asserted against CGP and Nanula to the extent it was based on representations about the riskiness of developing the Property or retaining 27 holes of golf, finding that NPT failed to allege justifiable reliance. (Doc. 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. (See, e.g., Doc. Plotnick and Meyer spoke on the phone on October 5, October 10, and October 13. W at 117:17-118:9.). No. 173)-notwithstanding the fact that he had told Ridgewood that he was ready to paper [their] deal the week prior (Doc. No. Co., 645 F.Supp.2d 354, 377-78 (E.D. PCC's property included two 18-hole golf courses (the North Course and the South Course), which spanned approximately 296 acres of land. Nanula ran Arnold Palmer Golf Management before starting Concert Golf. W, 54:10-22).) Even viewing the evidence in the light most favorable to Plaintiff, the Court cannot find evidence from which a reasonable juror could infer that knowledge of CGP and Ridgewood's relationship would have changed PCC's course of action or the result (i.e., no reasonable juror could find that disclosure of their relationship would have led to a bidding war and, therefore, increased profits on PCC's behalf). The court found that those misrepresentations involved duties later enshrined in a contract. Id. . At no point did Ridgewood formally offer to purchase the Property or any portion thereof. (Id. at 244:8-23.) 124-1 at 8; Doc. 116 at 28 (Rather, the Defendants were the only source of the information that they were working together behind [PCC's] back to acquire Philmont Club at a cut rate price. (Id. (Doc. (Id. (Doc. ), On September 16, NVR told Glenn Meyer, then-President of PCC, and PCC's counsel that NPT indicated to NVR its desire to exit the transaction and NVR will be stepping back into the shoes of the Purchaser. (Doc. 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 at 45:23-47:2. 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. (Doc. ), Age Discrimination in Employment Act (ADEA) - 29 USC 621-634 6.) Disagreements over what inferences may be drawn from the facts, even undisputed ones, preclude summary judgment. See Schutter, 2008 WL 2502132, at *2, *6-7 (granting summary judgment on fraudulent omission claim under 551 and holding that a hostel's bed capacity was not basic to the transaction, even though the plaintiff only purchased the hostel based on his understanding that the hostel had a 70-bed capacity and sought to cancel the agreement of sale after learning that the hostel's bed capacity was in fact only 54 beds). A (November 1, 2016 Proposal from CGP to PCC stating the key financial components of the transaction).). It is clear that NPT believes it has been wronged. No. 22 to Ex. No. Meyer could not recall the timing of the discussion but stated that afterwards, they just came back to us and that it wasn't something that was attractive to them after, you know, they had kicked the tires for a very short time. (Id.) ), Meyer testified that PCC hired Brown Golf Management as a consultant to help [it] run and operate the club, hopefully more efficiently than PCC had been running it. U at 58:2-19.) (Id. Sections 5.5(h) and 5.5(k) of the PSA provide (1) Concert Philmont LLC will cause to be completed, and pay the costs of completion of, the [Initial Capital Projects] currently estimated by the Parties to cost approximately FOUR MILLION AND NO/100 DOLLARS and (2) Concert Philmont LLC will cause to be completed, and pay the costs of completion of, the Phase II Capital Projects currently estimated by the parties to cost approximately FIVE MILLION AND NO/00 DOLLARS. (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. W at 119:20-120:6; see also id. [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.).). at 99.) Nos. As to fraud, the Court found that the fully integrated PSA did not prevent NPT, as assignee, from asserting fraud claims against CGP and Nanula, as CGP and Nanula were not parties to the PSA; the Court was unpersuaded by Defendants' argument that general agency principles dictated otherwise. To the contrary, the evidence shows that PCC did not even attempt to create a bidding war to drive up the sale price to increase its own profit when it received NPT's revised proposal in December 2016. . 116 at 17-18.) 100-5, Ex. As NPT notes, Pennsylvania's model jury instructions provide that a fact is material if it. . The Concert Defendants argue that the fraud claim should be dismissed because it is barred by the statute of limitations, the gist of the action doctrine, and the economic loss doctrine, among other reasons. He told me to call him back in 6 months.).). (Doc. at 34; accord Doc. 2004) ([W]e hold that the District Court did not err in concluding that the doctrine barred Williams's claims against Ross, as well as his claims against Ladbrokes. No. No. 100-5, Ex. No. 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. 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. 100-5, Ex. Speaking of PCC's Board, Nanula surmised, They need us, they want us, and they have capitulated in every respect. . Civil Action 19-4540-KSM (E.D. Ruling favors golf club in lawsuit filed by former members 116-14, 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. No. and then Concert told Ridgewood to stay down, therefore, not to have potentially two people interested in Philmont, that would have changed [his] opinion of the transaction. . No. 124-1 at 7. 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. The Motion by Concert Plantation and PGCC is DENIED. That same day, Stallone also sent Nanula NPT's sketch plan for the Property, which had been prepared by NPT's engineer. 116 at 26.) Under the proposed Seventh Amendment, the minimum purchase price would be revised to $12,049,382.40-i.e., $75,308.64 multiplied by 160. 100-5, Ex. Thus, the Court grants the Ridgewood Defendants' motion for summary judgment as to the 550 claim. 124-1 at 11-12. 1. 149-1 at 90. . See Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). at 27 (At this stage in the litigation, the Court is not persuaded by Defendants' contention that the fraud claims arise under the PSA. Plotnick also proposed that in exchange for overseeing all of the approvals for the redevelopment of the south course and paying half of the costs of obtaining development approvals with a budget of $1 million (i.e., Ridgewood and CGP would each pay approximately $500,000), Ridgewood would be repaid the actual approval costs expended and fifty percent of the remaining proceeds after CGP receives $5 million of the proceeds. But, at the summary judgment stage, the Court may not make credibility determinations. Although Williams did not have a contractual relationship with Ross, Williams cannot detach Ross from his status as an agent for Ladbrokes. (See Doc. 1 at 226-41. Gnagey Gas & Oil Co., Inc. v. Pennsylvania Underground Storage Tank Indemnification Fund illustrates the type of conduct that constitutes active concealment. In re Rumsey Land Company, LLC is instructive as to whether the Ridgewood Defendants were parties to a business transaction under 551. (Id. No. 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. 100-5, Ex. Section 550 applies to fraudulent concealment claims (i.e., active concealment), while Section 551 applies to fraudulent nondisclosure claims (i.e., mere silence). 100-21, Ex. 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). 125-4, Ex. 17 to Ex. Pa. June 23, 2008); Youndt v. First Nat'l Bank of Port Allegany, 868 A.2d 539, 550 (Pa. Super. No. In other words, CGP would not be purchasing Philmont Club directly. 124-1 at 9. If you would like the costs split 50/50, we would request a 50/50 profit split as well[.]).) (Id. In In re Rumsey Land Company, LLC, the Tenth Circuit considered whether a 551 fraudulent nondisclosure claim could be brought against a third party in the context of a land sale. Cancellation and Refund Policy, Privacy Policy, and Concert Golf Partners is a boutique operator of private golf and country clubs headquartered in Lake Mary, FL. A, #3 & #5.) 2 to Ex. 2017-04395). . "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. ), 1. 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