100-16, Ex. He already knew about you and had been on your website. Meyer responded, Marty [Stallone] seems like a good guy but that's your call. (Id. 124-1 at 8; Doc. The Class files its Answer Brief to the brief filed by PGCC and Concert Plantation appealing Class Certification. 21 to Ex. (Id. Nos. 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. 124-1 at 9; Doc. No. But the allegations in the initial Complaint are fundamentally different from those alleged in the Amended Complaint, which was filed after the Court ruled on Defendants' motion to dismiss and is the current operative complaint. Accord id. (Doc. Rumsey identifies no other interaction with RLH that would constitute a business transaction. Id. 100-28, Ex. 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. (Id. Although this Court has held that CGP and Nanula were not parties to the PSA (see Doc. 100-5, Ex. . Theyre suing both PGCC and Concert Plantation LLC, a subsidiary of Concert Golf Partners that purchased PGCC in 2019. (Id.) D at 29:13-22. 2020-03-13, U.S. District Courts | Other | 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. No. Discovery Inc. is suing Paramount Global, saying its competitor aired new episodes of the popular animated comedy series South Park after No. 116 at 26.) ), On November 9, Nanula emailed Meyer and noted that in a meeting the following week, they should focus on [t]he capital project priorities that you really want to see happen at PCC and other elements of the Proposal. (Doc. A.) at 97. 100-26, Ex. 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. Their group is an all-cash investor in 100-28, Ex. VENICE What began as one lawsuit seeking a refund of an equity membership in the Plantation Golf & Country Club will go to trial next year as a class action involving hundreds of plaintiffs. ), That same day, Meyer sent a letter to PCC's membership, informing them of the terms of CGP's proposal. T.) NPT's revised proposal included a chart comparing NPT/Metropolitan's proposals side-by-side to CGP's proposal. No. ), Age Discrimination in Employment Act (ADEA) - 29 USC 621-634 The new amount is a fraction of the refund resigned members are entitled to at the time of resignation. When asked whether he, on behalf of PCC, decided to move forward with the transaction anyway, Meyer testified, [W]e were in a position of weakness, so we didn't really have a whole lot of room to negotiate. (Id. Presently before the Court are Defendants' motions for summary judgment. at 99.) 100-32, Ex. See Toledo Mack Sales & Serv., Inc., 530 F.3d at 229; eToll, Inc., 811 A.2d at 14 (cleaned up); see also Bruno v. Erie Ins. 100-19, Ex. No. (Doc. mctlaw Fights to Help You Receive the Amount You Deserve. (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.).) . Summary judgment is appropriate if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law. Fed.R.Civ.P. 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. with Doc. . ), 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. 9 to Ex. Whether the Concert Defendants were parties to a transaction with PCC for purposes of 550 and 551 is a closer call. 100-2 at 23-24; Doc. Consequently, the minutes of this meeting proves the board members and legal committee were aware of the Self Serving Business Practices in use when changing redemption bylaws without consent. . ] (emphasis added)).) (Id. Under the agreement, PCC (the Assignor) agreed to assign NPT (the Assignee), NPT initiated this action against Defendants on October 1, 2019. 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. 100-29, Ex. 20-6127, 2021 WL 6106423, at *1, *5 (E.D. . Nonetheless, even finding that Concert Defendants actively concealed their relationship, there is no evidence that this relationship was material information that deceived PCC into entering into the PSA. Notably, Defendants fail to cite to any applicable case law to support their position. (emphasis added)).) (Doc. . Section 551(2) outlines the five circumstances that give rise to a duty to disclose. Pa. June 19, 2014) (rejecting the defendant's argument that the plaintiffs had not been damaged and that summary judgment was warranted as to their breach of contract claim because at a minimum, nominal damages were proper to the extent the plaintiffs prevailed on liability); Haywood v. University of Pittsburgh, 976 F.Supp.2d 606, 645 (W.D. at 36:20-39. No. A does not disclose to B the fact that no highway is actually planned. 53 at 26-30; see also id. A.) (See Doc. However, the Court permitted the fraud claim against CGP and Nanula to proceed to the extent it was based on the representation that they would spend $5 million in capital improvements. (Doc. Under either New Jersey or Pennsylvania law, actual damages need not be established to survive summary judgment on a contract claim. No. Celotex, 477 U.S. at 323. The Class files their Motion for Partial Summary Judgment to have the Court decide their claim for breach of contract and other issues. See Leprino Foods Co. v. DCI, Inc., 727 Fed.Appx. No. No. 39 to Ex. A.) NN at 262:10-21.) UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. (See Doc. NPT is upset that Ridgewood and CGP partnered together to create a better business deal on their ends and received significant profits as a result of their partnership, while NPT was left out and received nothing. No. Each side had the same ability to obtain an appraisal and understand the potential worth of the Property and Club. A subsidiary of Concert Golf Partners that controls the Plantation Golf and Country Club (PGCC) in Venice, FL faces a class-action lawsuit brought by former members who say they were denied millions of dollars in refunds. (Doc. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, A (We have to assume no real estate transaction might ever be possible, due to the environmental remediation vagaries and cost; the extensive infrastructure costs for the Philmont Ave. intersection project; and the Town approval uncertainties.).) . NPT also named Concert Philmont, LLC, Concert Philmont Properties, LLC, and Ridgewood Philmont, LLC as Defendants in its original Complaint. ), Ridgewood Philmont, LLC is a special-purpose entity created by Ridgewood for the sole purpose of entering into the DSA with Concert Philmont. 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. 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. . ), The Initial Capital Projects and Phase II Capital Projects delineated in the PSA's exhibits are identical to the capital improvement projects outlined in CGP's November 1, 2016 proposal to PCC, with one exception: moving and constructing a new maintenance facility was not part of the original proposal. by concealment or other action intentionally prevents the other from acquiring material information. Restatement (Second) of Torts 550. 100-28, Ex. (See Doc. 13), and the Court granted the motion in part and denied the motion in part (Doc. No. P.) The following day, on December 1, Stallone sent Nanula the draft of the text amendment he presented to Lower Moreland Township's Board of Supervisors at its September meeting related to zoning. A (The purchase price for the Property shall be Twelve Million, Two Hundred Thousand and no/100 Dollars ($12,200,000) assuming a yield of one hundred sixty-two (162) single family market rate semi-attached residential townhome fee simple footprint lots.).) 38 to Ex. 100-5, Ex. Silverman also testified that Nanula wasn't being very honest with us and stated he does not like doing deals with people that aren't honest. (Id. 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. 5354.) The next day, September 20, Moran provided Nanula with a preliminary analysis of Philmont Club's finances, and Nanula replied, E. Ridgewood's Interest in a Potential Transaction, In September 2016, Plotnick, then-Vice President of Ridgewood, a developer, attended an industry conference in Texas, where he met PCC's golf management consultant, John Brown of Brown Golf Management. W at 45:13-48:17. 149-1 at 63; Doc. 100-5, Ex. at 83 (On December 12, 2016, Nanula met with members of Philmont at the Club and made a power point presentation relating to CGP's proposal to acquire the Club.).) . 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. at 29:15-31:10.) No. No. A. See In re Westinghouse Sec. 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 . No. No. See Wolfe v. Allstate Prop. 117 F.Supp.3d 673 (E.D. (Doc. No. Aug. 14, 2012) ([C]ommon-law fraud includes acts taken to conceal, create a false impression, mislead, or otherwise deceive in order to prevent the other party from acquiring material information. 7 at 426:12-15.) No. "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. Co. v. Pittsburgh & W.Va. R.R. ), Defendants are correct that 550 and 551 impose liability only on one who is a party to a transaction. It is undisputed that PCC was in a distressed financial situation. . NPT relies on the evidence of disgruntled members to support its contention that Ridgewood and CGP's relationship was material. They are not putting up any real capital at all here, and asked Cicero for his thoughts. 149-1 at 37.) Make your practice more effective and efficient with Casetexts legal research suite. Plaintiff North Penn Towns, L.P. (NPT), as assignee of Philmont Country Club (PCC), has sued Concert Golf Partners, LLC (CGP) and Peter Nanula (the 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. 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).). W at 117:17-22; see also id. 149-1 at 60.) (Id.). A; Doc. Even more, this change came with no consent from resigned members waiting for their redemption. Cases involving employment discrimination (gender, age, religion, etc. 116-12, Ex. at 67-69.) No. A Ultimately, PCC rejected NPT's proposals. 100-28, Ex. (Doc. (See Doc. No. A: Potentially . . North Penn Towns LP v. Concert Golf Partners LLC, et al, PIERRE, BELLANDE V CONCERT INDIAN SPRING LLC, RESSEL v. UPPER PROVIDENCE TOWNSHIP (MONTGOMERY COUNTY). NPT, individually and as PCC's assignee, asserted claims for fraud, breach of contract, conspiracy, and violations of federal antitrust law. U at 58:2-19.) DD at 5.5(k). (Id. Plotnick testified that at the time, Ridgewood was interested in potentially purchasing either the entire Club or just a portion of it for land development. ), Plotnick also suggested that $5 million from the sale of the Property be reinvested in Philmont Club as capital expenditures. Q: Can you explain your answer, Mr. Meyer? 08-1386, 2018 WL 5033749, at *6 (D.N.J. W, 36:20-37:9, 54:10-54:22).) All future club required CapX will be the responsibility of Concert; and [t]hird, 60/40 (Concert/Ridgewood) of all additional proceeds. (Id.) The Court dismissed the aiding and abetting fraud claims. Nanula testified that, at that time, he did not know that Ridgewood had discussions with PCC about a potential deal. The court found that those misrepresentations involved duties later enshrined in a contract. Id. . (Doc. D at 282:10-24; see also id. 125-14, 173.) First, NPT has not pointed to any evidence showing that CGP and Ridgewood's partnership was a fact basic to the transaction. Nanula stated, My ops team was there on Friday, and we see a path to making this work at least marginally, even if the real estate deal falls apart after much effort. (Id.)
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