concert golf partners lawsuit

Benjamin Christian practices in the Firms appellate law group. InterVest, Inc. v. Bloomberg, L.P., 340 F.3d 144, 159-60 (3d Cir. 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.). 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. (See Doc. Nanula estimated that the member vote will be 90%+ in favor. (Id.) 21 to Ex. See In re Westinghouse Sec. Citing to comment l to 551, NPT argues that the Concert Defendants' behavior amounted to swindling. No. 37 to Ex. 14 to Ex. 100-5, Ex. 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. 3 to Ex. These are self-serving business practices in action at the expense of resigned members. 5 to Ex. No. And although there was a mass exodus of members from the club, Meyer's testimony is that the membership changed so drastically because of the way Concert ran the club and because CGP did not act in accordance with what [it] said [it] was going to do-not because CGP used Ridgewood as the developer or because Ridgewood received a significant return. Meyer testified that he told Nanula he understood Nanula's rationale. at 36:20-39. Because NPT was unable to terminate the AOS with PCC without NVR's written consent, it asked NVR to determine whether it would consent or whether it would prefer for NPT to assign the AOS to NVR. Second-and most importantly-the Court only determined that the fraud claim as alleged in the initial Complaint sounded in tort. 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. 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. 14 to Ex. 116 at 29.) at 654 (discussing materiality in the context of a breach of contract claim in an insurance case and an insurer's post-loss investigation). 116-4, Ex. almost needs to be all redone again. (See Doc. Shortly after the AOS was executed, however, NPT learned that a 2014 zoning change meant the Property could only yield 105 units by-right. (Doc. ), In May 2015, PCC agreed to sell the Property to NVR, Inc., a homebuilder. ' (Doc. See 66 F.3d at 611. On November 30, 2016, after learning that CGP had an interest in acquiring Philmont Club, Marty Stallone, an Executive Vice President at Metropolitan, sent Nanula the AOS between NPT and PCC, along with the Eighth Amendment. Finally, one place to get all the court documents we need. 100-2 at 25.) 100-28, Ex. A (September 28, 2016 email from Michael Tulio, then-Vice President of Land Acquisition at Metropolitan, stating, I'm willing to post a deposit of 750K to show our commitment and when the zoning portion is approved and the appeal period passes I will release to the club 375K, then after the Environmental release the balance making it fully non refundable and for the club to use as they see fit. No. A: It - it might have. And the best part of all, documents in their CrowdSourced Library are FREE! No. But it did not. No. A; Doc. 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. (Id. (See, e.g., Doc. No. Co. v. Coutu, Case No. The Court disagrees. 149-1 at 131. 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. Plotnick testified that he spoke with Meyer that same day and that Meyer told him PCC was under contract to sell the Property. Mindful that is not dispositive, see id., cmt. No. 073823, 2008 WL 2502132, at *5-6 (E.D. 5:22-CV-01011 | 2022-03-16, U.S. District Courts | Civil Right | This is not a fact basic to the transaction.). 53 at 26-29 (discussing gist of the action doctrine) with id. No. (Id. (Doc. 16 to Ex. at 283:14-284:6 (explaining that at the meeting, they discussed an amendment to the AOS and it became clear to [him] through the actions of Mr. Tulio that NPT and NVR were not getting along very well and there was some indication both at that meeting and therefore that the relationship between those two entities was going to be terminated).) See Leprino Foods Co. v. DCI, Inc., 727 Fed.Appx. . That same day, Meyer and Nanula had a phone call regarding the terms under which the Concert Defendants would purchase Philmont Club. O.) (KARPF, ARI) (Entered: 12/31/2018). ), H. PCC Sells Philmont Club to the Concert Defendants, On November 17, PCC's Board of Directors approved CGP's proposal. . 149-1 at 12.) Court issues its ruling saying that The Class did not present enough evidence to prove that PGCC breached its contract with the members of The Class. NPT also argues the Concert Defendants had a duty to disclose under 551(2)(b). No. 22 to Ex. 116-9, Ex. 1 at 226-41. (See Doc. ), CGP. at 1265. 116 at 26.) (See Doc. 124-1 at 29. W at 27:1-10, 35:18-36:11, 46:4-8. Ideal Dairy Farms, Inc. v. John Labatt, Ltd., 90 F.3d 737, 744 (3d Cir. 464, 476 (10th Cir. (Doc. Board members and staff made the decision to change the bylaws, knowing it would harm the resigned members. ), In a February 16, 2017 email from Nanula to Moran, Nanula described the waterfall/CGP's agreement with Ridgewood as follows: (1) Repay $1m entitle[ment] costs to each, 60-40; (2) Next $7m to CGP for land.' ), Meyer is a financial planning and investment advisor. . ), Meanwhile, on January 23, CGP incorporated Concert Philmont and Concert Philmont Properties as single purpose entities to be the purchasers. (See Doc. No. We need active, independent management expertise and an immediate infusion of operating and capital support.). For example, on November 19, two days after PCC's Executive Committee voted to accept CGP's proposal, Nanula told Plotnick that the Board want[s] to move fast and get this closed asap. (Id.) . NPT planned to develop the Property and sell the developed lots to NVR to build homes. (Doc. A (September 23, 2016 email from Plotnick to Meyer about wanting to discuss a potential relationship at Philmont); Doc. 100-20, Ex. a. This includes affirmative suppression of the truth with the intent to deceive. Id. Rostholder v. Omnicare, Inc., 2012 WL 3399789, at *14 n.18 (D. Md. No. AUGUSTA, Ga. (WJBF) The agreement to hold concerts at Lake Olmstead Stadium has hit a sour note. 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. To change redemption bylaws, 100% of the resigned members waiting for refunds must agree to any changes. (Id. X at 65:20-66:21. Pennsylvania. Rumsey Land Company (Rumsey) owned a property, and when Rumsey filed for bankruptcy, Resource Land Holdings, LLC (RLH) offered to purchase the property. 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. That is not what this Court held. The Club at Renaissance, Concert Golfs most recent acquisition, is located within an exclusive South Florida community. 2017-04395) (the "Original Action"), alleging that CGP tortiously interfered with its contract with PCC and At the conference, Plotnick expressed interest to Brown about a potential transaction between PCC and Ridgewood. All of these ball drops' as Peter Nanula would refer to them, along with the disregard to the contract (60 Acres of Land vs 80, Modern Clubhouse Standards, Outings during off-peak times, and $5M of improvements [I'd be shocked if half of that was spent with the patchwork that has been done to date]) have brought me to my decision [to resign]. (emphasis added)); id. There is scant case law on what constitutes a party to a transaction under 550 and a business transaction between parties under 551. (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 . (Doc. ), F. PCC Engages in Separate Discussions with NPT, Ridgewood, and CGP About Selling the Property and/or Philmont Club, After NPT terminated the AOS on September 26, PCC had separate discussions with NPT, Ridgewood, and CGP about potential deals. A grant of summary judgment on the sole basis of absence of provable damages, therefore, is generally improper. 100-28, Ex. 2020-03-13, U.S. District Courts | Civil Right | The Class files its Answer Brief to the brief filed by PGCC and Concert Plantation appealing Class Certification. Nanula reasoned that CGP would get a little more of the total proceeds because (1) we have to deal with member pressures and capex vagaries 3-5 years down the road, and (2) we upfronted the capital to buy all 300+ acres of land so that Ridgewood does not have to do this. (Id.) 100, 101.) 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. (Doc. Cancellation and Refund Policy, Privacy Policy, and Concert Golf Partners bought Blue Hill CC in 2015, after the club was struggling with about $5 million Philmont Club's facilities also included a tennis court, swimming pool, and clubhouse. In fact, during oral argument, NPT could not identify a case providing that two companies cannot make plans to acquire a company together, unbeknownst to the seller. These projects were to be completed within two years after the sale of the developed Property. 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. As noted above, the 551 claim against the Ridgewood Defendants cannot stand because they were not parties to a business 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? 149-1 at 75; Doc. No. at 120:10-121:2 (I mean everything that they undertook required it to be redone or needs to be redone again . No. Under the agreement, PCC (the Assignor) agreed to assign NPT (the Assignee), NPT initiated this action against Defendants on October 1, 2019. (Doc. ), NPT also misstates the Court's prior Memorandum when it posits, The Court has similarly observed that the gist of the action doctrine does not bar fraud claims where the defendant never intended to keep its promise to do something in the future. (Doc. Indem. No. 100-29, Ex. 149-1 at 136-37. 100-5, Ex. A.) 100-5, Ex. No. ), On November 21, Plotnick emailed Nanula his thoughts on some deal points as well as a few tweaks to [the] deal structure. (Doc. Specifically: Restatement (Second) of Torts 551(2); see also Schutter v. Herskowitz, Civil Action No. ), 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. 100-18, Ex. 100-5, Ex. Therefore, the Concert Defendants' motion for summary judgment is denied as to this argument. (See July 19, 2022 Hr'g Tr. And, the Court is even less persuaded by NPT's contention that Meyer's testimony that the Defendants' relationship was disconcerting shows that relationship went to the essence of the transaction. (Id. I think that shows we are for real and committed to getting this deal done.). Defendants moved to dismiss the Complaint (see Doc. No. CONCERT PHILMONT, LLC doing business as PHILMONT COUNTRY CLUB, 3331 Street Road, Two Greenwood Square, Suite 128, 3331 Street Road, Two Greenwood Square, S/128, Docket(#3) WAIVER OF SERVICE Returned Executed by JAMES STEVENS. at 29:15-31:10.) 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. Uhm, so it's - it just hasn't been, you know, first-rate execution along the way). at 117:22-23, 119:3-5 (Meyer's estimate that 90 plus percent of prior PCC members are no longer members of the club and his testimony that [t]he membership changed drastically because of, you know, the way Concert ran the club).) at 89; see also Doc. 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. At first, PCC agreed to sell the Property to Toll Brothers, but Toll Brothers terminated that agreement in July 2014. No. [I]f one offer were acceptable to us, uhm, irrespective of the fact that another offer may have been available, you know, the - the club still may have moved forward on that given the situation were in. . ), On December 12, Nanula met with PCC's membership and gave a presentation on CGP's proposal to acquire the Club. . 100-28, Ex. 116-19, Ex. 18 to Ex. (Doc. Also, on September 27, Meyer met with Plotnick and Grebow, the President and CEO of Ridgewood, at Philmont Club to discuss Ridgewood's interest in the Property. In its response, NPT entirely fails to address the Concert Defendants' argument that CGP and Nanula were not parties to a transaction. The hearing and the trial will move ahead as scheduled. (Doc. We will want to nod' to some master plan elements so the members are excited about their North Course being updated a bit, but we want to spend the smallest dollars possible to get the maximum member impact. (Doc. at 28:8-21 (Q: If you found out, if you learned before the sale of the club to Concert Golf, if you found out Ridgewood was going to make an offer with an increased amount but did not do so because Concert instructed Ridgewood not to make an offer, had you out about that, would you still have recommended the sale of the club to Concert Golf? 100-28, Ex. (Doc. Ct. 2002)). Meyer immediately forwarded to Silverman, stating, Hot off the press. 20 to Ex. 28, 2022). Further, there is no evidence from which a reasonable juror could find that the profits Ridgewood and/or CGP stood to gain were material to PCC. (Compare Doc. No. (Doc. 124-1 at 8; Doc. 100-5, Ex. No. 5354.) B. 149-1 at 86. But the only relevant question here is what facts PCC-not NPT-would have considered basic to the transaction. As PCC did not execute the proposed Ninth Amendment upon receipt on September 26, the due diligence period deadline, approximately an hour and a half later, NPT formally terminated the AOS. (Doc. No. Make your practice more effective and efficient with Casetexts legal research suite. The PSA was executed on February 6 by Nanula on behalf of Concert Philmont and Concert Philmont Properties and Meyer on behalf of PCC. 100-8, Ex. Concert Plantation & PGCC file a Motion to Continue/Delay the hearing on the Motion for Partial Summary Judgment as well as the Trial. at 35:19-36:9 (Q: [I]f you had known that Ridgewood and Concert, Concert Golf had cut a deal to work together, would it have changed your perspective on the offer that Concert Golf made? However, at the end of his email, Nanula wondered, why do we need Ridgewood at all? Final Judgment entered in favor of PGCC and Concert Plantation. 173.) U at 58:2-19.) ), On December 20, NPT sent Meyer a revised proposal to buy the Property. (Doc. W at 20:9-21:23; see also id. A (said email exchange).) (See Doc. 5:23-CV-00368 | 2023-01-30, U.S. District Courts | Labor | ), 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. 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. No. Although Williams did not have a contractual relationship with Ross, Williams cannot detach Ross from his status as an agent for Ladbrokes. He told me to call him back in 6 months.).). As noted above, a defendant can be held liable under 551 only if there is a duty to disclose. No. (Id. Recently paid refunds are NOWHERE NEAR the originally promised 80%. It will be paid in installments as summarized below but 100% of the money is guaranteed with no contingencies on Township approvals or environmental issues. Although RLH made an initial offer to purchase Rumsey's land and later placed an unsuccessful stalking horse bid on the property, RLH did not contract to buy anything from Rumsey. 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. Executed on February 6 by Nanula on behalf of PCC their CrowdSourced Library FREE. V. 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