Under Concert Golf, the club will be debt free and run by a professional golf club company, the Post reported. 12-6179 (JBC), 2014 WL 3578748, at *7 (D.N.J. 117 at 16-17. W at 27:1-10, 35:18-36:11, 46:4-8. ), On September 28-the day after Plotnick and Grebow toured Philmont Club-Nanula texted Plotnick and asked if there were any club opportunities that CGP could help Ridgewood with, and Plotnick responded that he was working on something that may fit. Nice guy . No. Headquarters Regions East Coast, Southern US. 2017-04395) (the "Original Action"), alleging that CGP tortiously interfered with its contract with PCC and 11 (January 20, 2017 email from Grebow to Nanula, stating Meeting with the manager went well . 149-1 at 47. 116 at 28-29. A. Equal Employment Opportunity Act (EEOA) - 42 USC 2000e The Court dismissed the aiding and abetting fraud claims. ), 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. (Doc. at *3-4 (finding that the defendant-insurance adjuster was a party to the transaction for purposes of 551 despite the fact that the adjuster was not named in the insurance policy or any other contract). NPT must set forth more than a mere scintilla of evidence to survive summary judgment, and it has not. . Co., 920 F.Supp. 38 to Ex. NPT relies on the evidence of disgruntled members to support its contention that Ridgewood and CGP's relationship was material. W at 36:20-37:13.). 1 to Ex. 17 to Ex. 173.) (Doc. Tom Kubik, the president of Plantation Golf and Country Club, told the Venice Gondolier Sun that inaddition to the reinvestment program, CGP willimmediately redeem all resigned member equity, exchanging current member equity redemption rights for those improvements.The full article about the sale of PGCC is availablehere. W 54:10-54:22 (Q: [I]f you knew that Mr. Nanula was promising to spend $5 million . 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. F at 9:4-7 (Nanula's testimony that CGP is a private club hospitality firm); id. Whether the Concert Defendants were parties to a transaction with PCC for purposes of 550 and 551 is a closer call. No. When resigning from a PGCC equity membership, members go on a waiting list to get refunds. See 66 F.3d at 611. Id. No. Pennsylvania. Last Funding Type Private Equity. Whether the Concert Defendants and/or Ridgewood Defendants Were Parties to a Transaction with PCC, The Concert and Ridgewood Defendants argue that summary judgment is mandated on the fraudulent concealment and fraudulent nondisclosure claims because 550 and 551 of the Restatement impose liability only on one who is a party to the transaction and CGP, Nanula, Ridgewood, Plotnick, and Grebow were not parties to the PSA. No. Nanula also stated that he would work on a preliminary proposal to share [that] week. (Id.) (Doc. 100-7, Ex. A (November 1, 2016 Proposal from CGP to PCC stating the key financial components of the transaction).). 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? 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). But see id. (See, e.g., Doc. 124-1 at 7. No. 117 at 24 n.4.). (See Doc. ), In 2018, Meyer testified that he only met with Ridgewood once, where they had a conversation about what was going on with the club and nothing really came of it. (Doc. The gist of the action' doctrine is designed to maintain the conceptual distinction between breach of contract claims and tort claims [by] precluding plaintiffs from recasting ordinary breach of contract claims into tort claims. (Doc. Specifically, some members stated that they were displeased with how the Concert Defendants fulfilled (or failed to fulfill) the terms of the PSA. 37 to Ex. . (ii) to honor its commitment to retain 9 holes of the South Course (or to at least offer an acceptable alternative in light of its refusal to comply with the terms of our Agreement of Sale regarding the South Course), (iii) to provide evidence of the capital it has spent to date, (iv) to provide evidence of its retention of the capital reserves generated as a percentage of Member revenues as required under our Agreement of Sale, and (v) to create and implement a business plan that honors its obligations under our Agreement of Sale to return Philmont to an elite' country club status.).) No. Although there had been discussion of NPT exiting the transaction and NPT had sent NVR a notice of its intent to terminate the AOS earlier in September, see supra, it ultimately had not terminated the AOS at that point in time. X at 67:11-13; see also id. Q.) 100-28, Ex. Their group is an all-cash investor in (Doc. In sum, even when viewing the evidence in the light most favorable to Plaintiff, the Court cannot conclude that CGP and Ridgewood's relationship-and the fact that the pair would profit from that relationship-was a fact basic to the transaction. Units and lots are referred to interchangeably. On September 29, Plotnick and Nanula spoke on the phone. The non-moving party must show more than the mere existence of a scintilla of evidence in support of its position. 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. As noted above, there is a difference between passive concealment, which involves mere nondisclosure or silence, and active concealment. Id. 14 to Ex. at 37; see also Doc. Updated: Feb 28, 2023 / 05:11 PM EST. In December 2016-after PCC's Board approved CGP's proposal but before it approved the PSA-NPT approached PCC again about renewing the AOS. 100-5, Ex. 116-14, Ex. Metal on Metal Hip Lawsuits & Settlements, Indian Law, Tribal Governance, Native Owned Businesses, Ruling granting class certification. 100-25, Ex. Defendants file their response to The Class motion for a decision on its claims for breach of contract and other issues. (Id. 14 to Ex. No. A.) (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).) j, illustration 3 (A sells to B a dwelling house, without disclosing to B the fact that the house is riddled with termites. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. No. 116 at 26.) 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.) (Doc. In its response brief, NPT summarily asserts, without citation, The evidence clearly shows that the Defendants concealed their relationship and that concealment was material to the transaction at hand. (See Doc. 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.). 125-14, 173.) at 91:2-8. 124-1 at 11.) On 06/06/2016 Polge filed a Civil Right - Employment Discrimination lawsuit against Concert Golf Partners, LLC. ), 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). X at 65:20-66:15.) To support its position, NPT also cites Silverman's statement that he would not have approved the sale knowing what he knows now: For these reasons, the Court grants summary judgment in favor of the Concert Defendants on NPT's 550 fraudulent concealment claim. (See Doc. 7 at 426:12-15.) (Doc. No. Plotnick added, In the meantime, we will continue to stand on the sidelines and let you do your thing. ), On January 19, 2017, PCC's Executive Board voted to approve the Purchase and Sale Agreement (PSA). The Court is not persuaded. 117 F.Supp.3d 673 (E.D. Pa. 2014 (collecting cases); CRS Auto Parts, Inc. v. Nat'l Grange Mut. 116-14, Ex. This is not a fact basic to the transaction.). Metropolitan Development Group (Metropolitan) is a land development business (see id. Plotnick also suggested that Nanula get feedback from Meyer and PCC's Board before putting their agreement in writing. In sum, the Court finds that the Ridgewood Defendants were not parties to a business transaction under 551 or parties to a transaction under 550, and, therefore, we grant summary judgment in their favor on Counts II and III. Ultimately, only Concert Philmont took title to any property. ), The record reflects that what was basic to the transaction was the fact that the Concert entities would pay off PCC's debt, ensure capital funding, make approximately $4 million in initial capital expenditures, an additional approximately $5 million in capital expenditures upon the sale of the Property, and take over all operations of the Club. 100-28, Ex. 2:18-CV-05122 | 2018-11-28, U.S. District Courts | Civil Right | NPT also cites Meyer's testimony that certain information would not have sat well with [him], nor the members of the club. (Doc. 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).). A (CGP's proposal that it would fund approximately $5 million in phase two capital improvement projects after a real estate transaction involving the sale of approximately 50 to 60 acres on the South Course). at 60-64.) (Id. 100-5, Ex. (Compare Doc. 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).) As a kicker' if we are fortunate enough to get the zoning approval we are seeking, we will add another $1 million to the purchase price for a total of $6 million.); id. 073823, 2008 WL 2502132, at *5-6 (E.D. To change redemption bylaws, 100% of the resigned members waiting for refunds must agree to any changes. All future club required CapX will be the responsibility of Concert; and [t]hird, 60/40 (Concert/Ridgewood) of all additional proceeds. (Id.) (Doc. . Although Williams did not have a contractual relationship with Ross, Williams cannot detach Ross from his status as an agent for Ladbrokes. If PCC wanted to drive a harder bargain, it could have gotten an appraisal and tried to negotiate further and/or tried to attract other buyers. A (executed copy of a September 29, 2016 confidentiality agreement between Ridgewood and PCC).) PGCC and Concert file their reply objecting to the request for rehearing by The Class. 124-1 at 9; Doc. 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. I don't know the answer to that question.).) 149-1 at 71.) Ins. (See Doc. Hearing on PGCCs motion that the Court decide the entire case (all claims by the The Class) without a trial. 100-5, Ex. at 198:3-199:1.). On March 3, 2017, NPT initiated a lawsuit against CGP and PCC in the Montgomery County Pennsylvania Court of Common Pleas (Case No. . It appears that this was the basis for the Bucci court's test-not the Restatement directly. ), Two days after the Club visit, on September 29, Ridgewood and PCC executed a confidentiality agreement to facilitate the sharing of information, pursuant to which Ridgewood agreed to not disclose or disseminate PCC's proprietary, non-public information. (Doc. at 1, 88. No. A (Given these benefits and the operational and management obstacles we continue to experience, the Board of Directors is pursuing a transaction with [CGP]); Id. No. (Id.) Mindful that is not dispositive, see id., cmt. (Doc. (See Doc. No. However, in 2021, Meyer testified that in or around September 2016, Ridgewood made an informal offer for $5 million for the nine-hole Property. (See Doc. Cases involving employment discrimination (gender, age, religion, etc. Accordingly, the Court denies Ridgewood's motion for summary judgment as to the breach of contract claim. 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. The Motion by Concert Plantation and PGCC to continue/delay the trial is DENIED. 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. No. 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. at 27.) 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. No. . 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. No. As you also are aware, you have the option under Paragraph 3(b) of the Collateral Assignment Agreement for [NPT] to assign the AOS to NVR, Inc. if, but only if, he is under a duty to the other to exercise reasonable care to disclose the matter in question. Restatement (Second) of Torts 551; see also Gnagey Gas & Oil Co., Inc. v. Pa. A.) . 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