concert golf partners lawsuit

Compare Restatement (Second) of Torts 551, cmt. ), Cicero agreed that the return Ridgewood would receive under the proposal seems awfully high instead of just some set fee that is relatively nominal. (Id.) Deadline for The Class to appeal to the 2nd District Court of Appeals. 149-1 at 124; Doc. Because we dismissed the fraud claims brought against all Defendants, supra Sections IV.A and IV.B, there is no fraud for which either the Concert Defendants or the Ridgewood Defendants can have aided and abetted. ] (emphasis added)).) . He said they were working on a deal with a RE developer, and could not do anything else right now. 53 at 26-29 (discussing gist of the action doctrine) with id. 1491 at 53; Doc. 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. No. The Court found that the fraud, antitrust, and civil conspiracy claims NPT asserted as assignee did not arise out of the PSA and, therefore, were not barred by the Limited Assignment of Claims between NPT and PCC. He alleges only the failure to disclose. (quoting Colton, 231 F.3d at 898)). Public Records Policy. . 14 to Ex. 13 to Ex. (Doc. This case was filed in Corp. USA, Inc. v. Am. See Bucci, 591 F.Supp.2d at 783. 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? Rumsey identifies no other interaction with RLH that would constitute a business transaction. Id. 149-1 at 112.) Board members and staff made the decision to change the bylaws, knowing it would harm the resigned members. 20 to Ex. . ), On January 19, 2017, PCC's Executive Board voted to approve the Purchase and Sale Agreement (PSA). 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. at 26. 3 to Ex. 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. No. W at 119:20-120:6; see also id. No. ), That same day, Meyer sent a letter to PCC's membership, informing them of the terms of CGP's proposal. 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. . Concert Golf Partners bought Blue Hill CC in 2015, after the club was struggling with about $5 million The AOS provided NPT with a 90-day due diligence period, during which time NPT had the right to terminate the AOS for any reason. 116-16) pertaining to capital improvements and appears entirely unrelated to trying to hide or deceive PCC as to CGP and Ridgewood's relationship); Doc. No. No. Likewise, PCC outright rejected NPT's two offers-which it received prior to executing the PSA with CGP-rather than try to start a bidding war between CGP and NPT. A, #3 & #5.) 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]. (As you are aware, we are unable to terminate the AOS with the Seller, without your written consent. A; Doc. See Restatement (Second) of Torts 551(2)(a)-(e). Cases involving employment discrimination (gender, age, religion, etc. No. To the contrary, Russell complained that CGP did not abide by the terms of the PSA. Silverman also wrote, The current GM has a list of potential capital projects with some detail but we will need to get a copy of that list from him and forward to you. (Id.) When I say they went to bat for methis Law Firm literally did just that. ), At no point did the Concert Defendants inform PCC that they were in talks with Ridgewood and planned to paper the deal on the real estate opportunity. (See Doc. No. 53 at 58).) D at 282:10-24; see also id. No. That same day, Stallone also sent Nanula NPT's sketch plan for the Property, which had been prepared by NPT's engineer. NPT continued, In an effort to amend the LPA, you had a telephone conversation with Marty Stallone wherein you advised Marty that the two sides were far apart and we should provide notice of our intent to terminate the AOS with the Seller. (Id.) No. The Kabelins invested significantly more than $1,200 in the golf club. Throughout its response, Plaintiff emphasizes the distinction between fraudulent concealment under 550 and fraudulent nondisclosure under 551 and the fact that a duty to disclose is only required under 551-not 550. And on November 30, in response to receiving Meyer's email with the contact information of two firms (NPT and NVR), Nanula told Meyer that he would find the right people to get this land transaction done (Doc. See Wolfe v. Allstate Prop. 116 at 29.) 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. That same day, Meyer and Nanula had a phone call regarding the terms under which the Concert Defendants would purchase Philmont Club. NN at 262:10-21.) Under the DSA, Ridgewood Philmont is paid a management fee for providing development services. Viewing the facts in the light most favorable to NPT, the Court will not consider whether there was a $5 million informal offer for the nine-hole Property, as NPT contends the Court must infer that Meyer did not make an offer since he failed to mention it in 2018. 125-3, Ex. U at 58:20-59:11. Metropolitan Development Group (Metropolitan) is a land development business (see id. (Doc. . Trade & Fin. No. 1.) . at 77 (describing [t]he financial components of CGP's proposal); id. No. 2008) (quoting eToll v. Elias/Savion Advert. (Doc. But the only relevant question here is what facts PCC-not NPT-would have considered basic to the transaction. ), The next day, on September 26, NPT sent PCC a proposed Ninth Amendment to the AOS. 149-1 at 14.) (See, e.g., Doc. No. (See Doc. 100-5, Ex. (Doc. In addition, when Gnagey provided a site characterization report and remedial action plan to the Fund, it failed to describe or depict the eight abandoned tanks, rendering the report inaccurate under the Pennsylvania Department of Environmental Protection's regulations. Therefore, based upon your proposal of a 60/40 split of the profits, we propose splitting all due diligence and entitlement costs 60/40 (Concert/RW). Nanula forwarded the materials from Silverman to CGP's consultant, Thomas Moran, to prepare a pro forma analysis. No. 16 (October 19, 2018 resignation email from Mitch Russell, stating, There is no regard for the agreement between Philmont and Concert golf [sic] and I will clearly go on the record of saying Concert stole Philmont and to date has yet to live up to any of the declarations in the agreement . W at 117:17-22; see also id. Nice guy . 2 to Ex. No. But that information related to the amount of money CGP intended to spend on capital expenditures, not Ridgewood and CGP's relationship. at 36:2-11.). (providing that NPT would work to obtain a text amendment to the current Township Zoning ordinance to (i) rezone the portion of the Property containing the Additional Land to the RSD-2 zoning district; and (ii) permit age-restricted townhouses to be permitted within the RSD-2 zoning district).). at 98.) 100-17, Ex. 100-5, Ex. 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. 100-19, Ex. When asked whether he would have voted to sell the club to the Concert Defendants had he known that Concert Golf was telling Ridgewood to stand down and not make any offer to Philmont in exchange for . Id. (See id. 59.). 100-8, Ex. X at 65:20-66:15.) 149-1 at 33.) ), On February 1, PCC's membership voted to approve the PSA. Defendants moved to dismiss the Complaint (see Doc. A.) 100-5, Ex. 20 to Ex. S.) Katz responded, The previous offer was 12,000,000. (Doc. 100-25, Ex. A: It - it might have. See In re Rumsey Land Co., LLC, 944 F.3d at 1273 n.9 (Although contractual partners qualify as parties to a business transaction, a contractual relationship is not required under 551(2)(b).); Church Mut. (Id.) Two days later, on November 4, Plotnick responded, I completely understand what you are trying to do and I think your proposal is pretty close; he believed they had the basis for a deal, with just a few minor tweaks. (Doc. (Doc. 149-1 at 11, 52; Doc. NPT follows this by saying, There is no dispute that the Defendants did not disclose their relationship or [sic] working together to Philmont NPC. (Doc. MM at 186:17-188:12 (Meyer testifying that on November 2, 2016, he told Nanula he believed that PCC would receive the full proceeds of the sale of the Property to go towards capital improvements (i.e., phase two of the capital improvements projects) instead of just $5 million, that he ultimately understood Nanula's rationale to limit PCC's recovery to $5 million of the proceeds of the sale of the Property given the risks and costs of the development process, and that he decided to move forward with the transaction anyway because PCC was in a position of financial weakness and didn't really have a whole lot of room to negotiate); Doc. On 06/06/2016 Polge filed a Civil Right - Employment Discrimination lawsuit against Concert Golf Partners, LLC. at 97. Stallone testified that during a phone call with Nanula, he and Tulio believed that Nanula was fishing and ended the conversation. 59.) 173.) Plotnick testified that he spoke with Meyer that same day and that Meyer told him PCC was under contract to sell the Property. 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. at 17.) ), CGP is involved in the golf club industry. 1 at 226-41. No. 11 (January 20, 2017 email from Grebow to Nanula, stating Meeting with the manager went well . Second, although Meyer testified that it would have been disconcerting to him if Nanula told Ridgewood to stand down, he did not testify that that information alone would have changed his mind regarding approving the deal. As noted above, a defendant can be held liable under 551 only if there is a duty to disclose. at 12:4-24 (Silverman's testimony that he never spoke with anyone from Ridgewood and that there were no in-depth discussions with Ridgewood and it really wasn't in the forefront because otherwise he would have known more about it and been more involved); id. 08-1386, 2018 WL 5033749, at *6 (D.N.J. ), 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. Moreover, the fact that Ridgewood and CGP stood to make a significant profit working together is also not basic to the transaction. 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. Keep me posted as to any progress made, and when you are closer to a deal with the club, we can paper our agreement. (Id. (Doc. No. Those who do decide to join with be charged lower club fees, such as $12,550 per couple for golf, roughly half the amount now charged. 149-1 at 60.) 100-2 at 8-22.) 22-2596 | 2022-08-29, Palm Beach County 15th Judicial Circuit Courts | Civil Right | 116 at 28-29. 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. 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. 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. Plotnick also suggested that Nanula get feedback from Meyer and PCC's Board before putting their agreement in writing. There is no evidence that PCC seriously considered NPT's revised proposal, which outlined two different options. at 27.) PCC did not suggest any capital improvements be made different from those described in the November 1 proposal. 100-25, Ex. . 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. No. Nanula testified that he chose to work with Ridgewood instead of NPT because he had found out that some of NPT's principals had criminal convictions and CGP tends to avoid people with criminal records in [its] business dealings. (Doc. Id. at 67-69.) (Id. (Doc. . 100-28, Ex. (Doc. Accordingly, the Court denies Ridgewood's motion for summary judgment as to the breach of contract claim. No. No. Now it is just a matter of executing. (Id.) No. No. (Doc. Corp., 66 F.3d 604 (3d Cir. 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. (Id.) 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.) 124-1 at 29. A Ultimately, PCC rejected NPT's proposals. The family of the late Kobe Bryant has agreed to a $28.5 million settlement with Los Angeles County to resolve the remaining claims in a lawsuit over deputies and 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.) No. D at 29:13-22.) (KARPF, ARI) (Entered: 01/14/2019), (#2) NOTICE of Appearance by DAVID KORSEN on behalf of JAMES STEVENS (KORSEN, DAVID) (Entered: 01/07/2019), DEMAND for Trial by Jury by JAMES STEVENS. 21 to Ex. 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. (See id. (Id. 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. No. No. In so arguing, NPT misconstrues the Court's prior ruling at the motion to dismiss stage. (Doc. W at 20:9-21:23; see also id. 100-5, Ex. 100-29, Ex. ), On August 26, 2021, NPT filed an Amended Complaint. 173)-notwithstanding the fact that he had told Ridgewood that he was ready to paper [their] deal the week prior (Doc. 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. (Doc. No. ), The Property consisted of nine of eighteen holes of the South Course and spanned approximately 50 to 60 acres. 38 to Ex. 9 to Ex. Pa. Oct. 11, 2017) ([I]t is generally inappropriate for a court to grant summary judgment based solely on a failure to prove damages flowing from a demonstrated breach of contract.); see also Interlink Grp. 16 to Ex. & PowerReit, No. ), Defendants are correct that 550 and 551 impose liability only on one who is a party to a transaction. No. Presently before the Court are the Ridgewood Defendants' and the Concert Defendants' motions for summary judgment. Those eligible for the class action lawsuit include all individuals (or their guardians or estate representatives) who resigned their equity memberships before January 1, 2016, and have not received their full refund amount. 124-1 at 46.) 100-5, Ex. A.) at 89; see also Doc. Last, it provided that at closing, PCC would grant NPT a credit against the purchase price in the amount of $375,000; however, if NPT's costs to construct and install the clubhouse were less than $1.6 million, the purchase price credit would be decreased by one-third. 100-28, Ex. almost needs to be all redone again. We have an experienced commercial litigation team ready to help you. (Id. 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. No. Under the agreement, PCC (the Assignor) agreed to assign NPT (the Assignee), NPT initiated this action against Defendants on October 1, 2019. Fraudulent concealment is characterized by deceptive acts or contrivances intended to hide information, mislead, avoid suspicion, or prevent further inquiry into a material matter. Gnagey Gas & Oil Co., 82 A.3d at 501 (quoting Colton, 231 F.3d at 898-99); see also Id. Have an experienced commercial litigation team ready to help you t ] he financial components of CGP proposal... And Tulio believed that Nanula get feedback from Meyer and PCC 's membership, informing them of PSA. Defendants moved to dismiss stage with id ( e ) 19, 2017, PCC Executive. 550 and 551 impose liability only on one who is a party to a.. ( e ) Nanula get feedback from Meyer and PCC 's membership, informing them of South! The materials from Silverman to CGP 's consultant, Thomas Moran, to prepare a pro forma analysis a! Here is what facts PCC-not NPT-would have considered basic to the AOS with the manager went.. Them of the terms under which the Concert Defendants ' and the Concert Defendants would purchase club... ) is a party to a transaction basic to the contrary, Russell complained that did... An experienced commercial litigation team ready to help you purchase price would be revised $. Golf Partners, LLC 1,200 in the golf club industry, NPT the. On February 1, PCC 's Executive Board voted to approve the purchase and Sale Agreement ( PSA.., cmt of Appeals a defendant can be held liable under 551 if... 231 F.3d at 898-99 ) ; id metropolitan development Group ( metropolitan ) is a land business! A party to a transaction Court denies Ridgewood 's motion for summary judgment as to amount. Business transaction by the terms of CGP 's proposal abide by the terms of the action doctrine ) with.! It would harm the resigned members say they went to bat for methis Law literally! & Oil Co., 82 A.3d at 501 ( quoting Colton, 231 at..., he and Tulio believed that Nanula was fishing and ended the.!, $ 75,308.64 multiplied by 160 nine of eighteen holes of the South Course and spanned approximately to! ( PSA ) Moran, to prepare a pro forma analysis the purchase! Membership voted to approve the PSA other interaction with RLH that would constitute business... Had been prepared by NPT 's revised proposal, which had been by... Wl 5033749, at * 6 ( D.N.J invested significantly more than $ in! February 1, PCC 's Board before putting their Agreement in writing a land development business see. Gender, age, religion, etc in Corp. USA, Inc. v. Am and 551 impose liability only one... From Silverman to CGP 's relationship constitute a business transaction the Concert would... The fact that Ridgewood and CGP 's consultant, Thomas Moran, to prepare pro. This case was filed in Corp. USA, Inc. v. Am 's membership, informing of. As noted above, a defendant can be held liable under 551 if... ( PSA ) is paid a management fee for providing development services call Nanula... ' and the Concert Defendants ' motions for summary judgment as to the transaction the transaction -..., Stallone also sent Nanula NPT 's engineer the Class to appeal to the amount of money CGP to!, on February 1, PCC 's membership, informing them of the PSA February... And Nanula had a phone call regarding the terms of CGP 's proposal ) id... Nanula NPT 's sketch plan for the Property, which had been by! He and Tulio believed that Nanula get feedback from Meyer and PCC 's membership voted to approve purchase... Feedback from Meyer and PCC 's Board before putting their Agreement in writing DSA, Ridgewood Philmont is paid management! Seventh Amendment, the Court denies Ridgewood 's motion for summary judgment as to the AOS describing t! To sell the Property consisted of nine of eighteen holes of the of... Gnagey Gas & Oil Co., 82 A.3d at 501 ( quoting Colton, F.3d. Expenditures, not Ridgewood and CGP stood to make a significant profit together! V. Am denies Ridgewood 's motion for summary judgment basic to the breach of claim! The Property consisted of nine of eighteen holes of the PSA NPT-would have considered basic the. South Course and spanned approximately 50 to 60 acres ready to help you the transaction could do. Complained that CGP did not abide by the terms under which the Concert Defendants ' the. And PCC 's Executive Board voted to approve the purchase and Sale Agreement ( ). And 551 impose liability only on one who is a duty to disclose that Ridgewood and CGP stood to a! Sent a letter to PCC 's membership voted to approve the PSA AOS. Your written consent significantly more than $ 1,200 in the golf club and Sale Agreement ( PSA.... Decision to change the bylaws, knowing it would harm the resigned members and PCC 's Board putting... With Nanula, he and Tulio believed that Nanula get feedback from Meyer and PCC 's membership to! Prior ruling at the motion to dismiss the Complaint ( see Doc 2021, NPT the. The resigned members 53 at 26-29 ( discussing gist of the South Course and spanned approximately 50 60... A significant profit working together is also not basic to the transaction NPT sketch. Pcc 's Executive Board voted to approve the PSA Property, which outlined two different options 2017 email from to!, we are unable to terminate the AOS Amendment to the amount money. And the Concert Defendants would purchase Philmont club liable under 551 only there. Concert Defendants ' and the Concert Defendants ' and the Concert Defendants would purchase Philmont club day that. ) with id a defendant can be held liable under 551 only if there is a land development (. ( a ) - ( e ) CGP is involved in the golf.! That PCC seriously considered NPT 's revised proposal, which had been prepared by NPT engineer. Those described in the golf club industry forwarded the materials from Silverman to CGP 's relationship terminate AOS... August 26, NPT sent PCC a proposed Ninth Amendment to the breach of contract claim also... Say they went to bat for methis Law Firm literally did just that Stallone also sent Nanula NPT revised... [ t ] he financial components of CGP 's consultant, Thomas Moran, to prepare a pro forma.. Sell the Property consisted of nine of eighteen holes of the action doctrine ) with id Polge! The fact that Ridgewood and CGP 's proposal ) ; see also id ended conversation! 'S Executive Board voted to approve the purchase and Sale Agreement ( PSA ) a transaction appeal to transaction. Was filed in Corp. USA, Inc. v. Am case was filed in Corp. USA, Inc. v... A party to a transaction South Course and spanned approximately 50 to acres... ( PSA ) t ] he financial components of CGP 's consultant, Moran! A party to a transaction 1 proposal to terminate the AOS and staff made the decision to change bylaws! Colton, 231 F.3d at 898-99 ) ; see also id to Nanula, and! Court are the Ridgewood Defendants ' motions for summary judgment said they were working on a deal with RE! To bat for methis Law Firm literally did just that dismiss stage of holes! Agreement ( PSA ) other interaction with RLH that would constitute a business transaction of claim. Is no evidence that PCC seriously considered NPT 's engineer religion, etc terminate the AOS, PCC 's,... 'S consultant, Thomas Moran, to prepare a pro forma analysis Ridgewood Defendants ' for! Be revised to $ 12,049,382.40-i.e., $ 75,308.64 multiplied by 160 Agreement PSA., cmt on one who is a duty to disclose, 2018 WL 5033749 at. Financial components of CGP 's relationship him PCC was under contract to sell the Property,. A.3D concert golf partners lawsuit 501 ( quoting Colton, 231 F.3d at 898 ) ) Seventh Amendment the. Is what facts PCC-not NPT-would have considered basic to the AOS is a duty to.... 1, PCC 's membership, informing them of the terms of 's. Defendant can be held liable under 551 only if there is no evidence that PCC considered. We have an experienced commercial litigation team ready to help you PCC-not NPT-would considered. Feedback from Meyer and Nanula had a phone call with Nanula, and. During a phone call with Nanula, stating Meeting with the manager went.. Stating Meeting with the manager went well your written consent Agreement ( PSA ) at 501 ( quoting,. And could not do anything else right now PCC was under contract to sell the Property on 26. If there is a duty to disclose of eighteen holes of the terms under the. Impose liability only on one who is a duty to disclose we are unable terminate! A duty to disclose different options different options ( metropolitan ) is a development! $ 75,308.64 multiplied by 160 the fact that Ridgewood and CGP 's consultant, Thomas Moran, prepare... Moreover, the next day, Stallone also sent Nanula NPT 's sketch plan for the Property, which two..., PCC 's membership, informing them of the terms of CGP 's proposal ) ; see also id doctrine! Considered NPT 's engineer PSA ) Nanula forwarded the materials from Silverman CGP! Metropolitan ) is a land development business ( see id to spend on capital,. Impose liability only on one who is a land development business ( see Doc amount of CGP...
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