Id. 149-1 at 54; Doc. Rumsey identifies no other interaction with RLH that would constitute a business transaction. Id. A.) F at 9:4-7 (Nanula's testimony that CGP is a private club hospitality firm); id. (See Doc. (See Doc. 116 at 28-19 (Ridgewood and CGP also had a duty to disclose their relationship because disclosure was necessary to prevent Ridgewood's backing out of its promise to make an offer to [PCC] from being misleading.).) 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. 2 to Ex. No. 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. The mere fact that Ridgewood showed interest in making an offer to PCC and followed up with telephone calls does not mean that they were parties to a transaction, whether business-related or not. at 501-02 (quoting Colton, 231 F.3d at 58 898-99). 100-20, Ex. 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 . W, 54:10-22).) at 244:8-23.) The fact of the matter is that PCC was distressed and in need of capital; that CGP and Ridgewood took advantage of PCC's financial woes does not make the Defendants' actions unlawful. No. Two days of hearings on the Motions for Partial Summary Judgment filed by both The Class and by PGCC and Concert Plantation, asking the Court to decide certain claims and defenses without the need for trial. (See Doc. at 51; see also Doc. 116 at 27 (citing Ex. (Id. W at 68:1-2 & Doc. (Id.) Seven to fourteen times Ridgewood's initial investment of $500,000 is $3.5 million to $7 million. (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. (emphasis added)). On 06/06/2016 Polge filed a Civil Right - Employment Discrimination lawsuit against Concert Golf Partners, LLC. (See Doc. Although the Court does not rely on this in so holding, the Court notes that as of January 20, 2017before the PSA was executed-the Township was aware that Ridgewood and CGP were working together. If you do not agree with these terms, then do not use our website and/or services. No. See generally id. No. In allegedly creating the mayhem, Coutu became part of the transaction.). A; Doc. NORTH PENN TOWNS, LP, directly and as assignee of Philmont Country Club, Plaintiff, v. CONCERT GOLF PARTNERS, LLC, et al., Defendants. But, ironically, the Gaines court conflated 550 and 551 by holding that the plaintiffs could not bring a claim of fraudulent concealment under 550 because there was no duty to speak to the general public or the residents of Homestead, Pennsylvania. Why is this public record being published online? No. 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. Warner Bros. 100-5, Ex. I think that shows we are for real and committed to getting this deal done.). . All future club required CapX will be the responsibility of Concert; and [t]hird, 60/40 (Concert/Ridgewood) of all additional proceeds. (Id.) ), 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. No. mctlawis a federally registered trademark. 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. 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. However, the Court dismissed the only cause of action asserted against those entities-civil conspiracy, so they are no longer Defendants in this action. W at 111:3-9, 111:15-18.) NPT wrote, As a result of the identified changes, and in a mutual attempt to keep this deal alive, we both attended a meeting with representatives of the Seller [the September 7 meeting]. Absent a viable claim of fraud, the Foundation could not have aided and abetted any tort.). A.) 2019). Pennsylvania. 100-28, Ex. 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. LL. (Doc. (Id. 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. Defendants moved to dismiss the Complaint (see Doc. 149-1 at 38; see also Doc. at 89; see also 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. ), In May 2015, PCC agreed to sell the Property to NVR, Inc., a homebuilder. ), On September 12, Nanula sent several follow up questions to Silverman, which Silverman answered. Mctlaw fights for you to get the correct refund amount from Plantation Golf and Country Club. No. 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. (See Doc. at 25, 27.) No. No. PCC did not suggest any capital improvements be made different from those described in the November 1 proposal. ClubCorp and Morningstar are both golf course operators. No. (Doc. 116 at 28-29. 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. 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. (emphasis added).) In the Amended Complaint, NPT, as assignee, brings a fraud claim against CGP and Nanula (Count I); a fraudulent concealment claim against all Defendants, brought pursuant to Restatement (Second) of Torts 550 (Count II); a fraudulent nondisclosure claim against all Defendants, brought pursuant to Restatement (Second) of Torts 551 (Count III); aiding and abetting fraud claims against Concert Defendants (Count IV) and Ridgewood Defendants (Count V); and a breach of contract claim against Ridgewood (Count VI). Nanula estimated that the member vote will be 90%+ in favor. (Id.) Second-and most importantly-the Court only determined that the fraud claim as alleged in the initial Complaint sounded in tort. See Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). . at 86). 22 to Ex. The Class files their Motion for Partial Summary Judgment to have the Court decide their claim for breach of contract and other issues. ), After Meyer reviewed CGP's proposal, he responded, I thought upon closing the real estate transaction we would have the full proceeds of the sale available towards capital improvements but I'm only seeing $5M listed. (Doc. Pa. Apr. (Id.) The Country Club sold to Concert Golf Partners, a company that owns and operates 19 upscale private clubs. Along with the sale came a plan to recapitalize. That this deception was undiscoverable, regardless of [PCC's] efforts, yields a duty to disclose.).) No. Disagreements over what inferences may be drawn from the facts, even undisputed ones, preclude summary judgment. 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. . (ahf) (Entered: 12/31/2018), Summons Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC. 100-5, Ex. Nanula predicted that he would be in front of [PCC's] Board or at least Executive Committee by midNovember and will see if a consensus can be reached on our proposal. (Id.) at 37; see also Doc. No. No. 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. . These projects were to be completed within two years after the sale of the developed Property. Ultimately, NPT is upset that CGP may have gotten the better end of this business deal, which was based on real estate. 100 28, Ex. 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). 1.) (Upon the sale of the fully entitled redeveloped portion of the property to a homebuilder, the waterfall will be as follows: -First, 50/50 to Ridgewood to repay the actual Approval Costs expended, -Second, 100% to Concert for the next $5MM of proceeds, -Last, 50/50 to Concert and Ridgewood for all additional proceeds.). 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. 5:23-CV-00394 | 2023-01-31, U.S. District Courts | Civil Right | A at 190.) of Am., Inc., Civil Action No. (Doc. NPT is correct-it is undisputed that Defendants did not disclose that they were working together. 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. 124-1 at 9. 116-19, Ex. ), Nanula incorporated this into the November 1, 2016 proposal that CGP sent to PCC. Metropolitan and NPT were at times referred to interchangeably in the record. When the bankruptcy court did not approve the sale, Pueblo Bank & Trust Company, LLC (PBT) purchased the property at a bankruptcy auction and then transferred the land to RLH. Nanula stated that CGP would only pursue the real estate angle with Ridgewood and that he was prepared to sign an agreement to that effect. (Id.) (See Doc. at 683; see also Plexicoat Am., LLC, 9 F.Supp.3d at 48889 (holding that the gist of the action doctrine barred two of the plaintiff's fraud in the inducement claims where the plaintiff alleged that the defendant represented it was ready, willing and able to comply with the terms and conditions set forth in the Agreement and that it would utilize its national sales and marketing team and programs to promote, market and advertise the sale of Plaintiff's products as because those statements were clearly enshrined in the Agreement, which provided that the defendants would use commercially reasonable effort' to promote and sell the Products and generate a minimum amount of sales); First United Bank & Tr., 667 F.Supp.2d at 451 (concluding that the gist of the action doctrine barred the fraudulent inducement claims where [i]t [was] clear that the[] representations and duties detailed in the Master Agreement concern[ed] the same facts and circumstances that [the plaintiff] now alleges were misrepresented in order to induce it to enter the Master Agreement and emphasizing that the subject representations made during negotiations foreshadowed contractual duties and subsequently ripened into contractual provisions such that the duties allegedly breached were grounded in the contract itself); CRS Auto Parts, Inc., 645 F.Supp.2d at 380 (finding that the gist of the action doctrine barred the plaintiff's fraud claim in part because [a]ny contractual statements by Turley concerned coverage duties that were later outlined in the written insurance policy). 124-1 at 7. Deposition of Class Representative P. McGowan, Deposition of former PGCC Club Manager J. Leinaweaver. 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. 116-19 (resignation emails); Doc. The Court disagrees. at 5357.) The Court dismissed the aiding and abetting fraud claims. 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. No. For the reasons that follow, the Court grants in part and denies in part the motions. 59 at 36.) 116 at 18 (citing Doc. Meyer responded, Marty [Stallone] seems like a good guy but that's your call. (Id. ), On February 1, PCC's membership voted to approve the PSA. A.) 100-29, Ex. No. A: It - it might have. at 70-71. Plotnick also emailed Meyer in 2015 and 2016. No. 173.) Concert Plantation & PGCC file their Motion for Summary Judgment to have the Court decide the breach of contract issue as well as decide whether the Receipt & Release forms signed by certain class members is valid. The Class files its Answer Brief to the brief filed by PGCC and Concert Plantation appealing Class Certification. (Doc. X at 65:20-66:15.) (Doc. 101-1 at 6 n.2, 17.) (See Doc. Cases involving employment discrimination (gender, age, religion, etc. "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. D at 29:13-22. (Id. 100-29, Ex. 116 at 26 (quoting Parasco v. Pac. 073823, 2008 WL 2502132, at *5-6 (E.D. . No. 149-1 at 86. No. A.) ' (citing Bucci, 591 F.Supp.2d at 783) (emphasis added).) 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