concert golf partners lawsuit

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 relies on the evidence of disgruntled members to support its contention that Ridgewood and CGP's relationship was material. ), Plotnick anticipated that the fully entitled residential development for approximately 160 age restricted townhomes is worth between $12-$14 million to a builder. (Id. (Doc. There is scant case law on what constitutes a party to a transaction under 550 and a business transaction between parties under 551. mctlawis a federally registered trademark. See LEM 2Q, LLC, 144 A.3d at 182 (Here, Guaranty was a party only to the escrow and thus had no duties toward LEM in the mezzanine loan transaction. (Id. (Id. Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. But see id. at 10), and it had a relationship with NPT. [I]f you knew that Mr. Nanula was promising to spend $5 million to you, but in reality he was planning to actually spend less than $5 million, would you have still voted to sell the club to Concert Golf? ), 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. 116 at 28-29. 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. Undoubtedly, the record shows that Nanula and CGP were heavily involved in the negotiations for the transaction. (Doc. Next, the Concert Defendants argue that summary judgment is appropriate on NPT's 551 fraudulent nondisclosure claim because they did not owe PCC a duty to speak. 100-5, Ex. Nos. No. at 54 (Here, NPT argues that Defendants had a duty to speak because the omissions were basic to the transaction' (i.e., PCC would not have entered into the PSA had it known that the development approvals were forthcoming and/or that Ridgewood and CGP were working together) and that subsequently acquired knowledge rendered previous representations Defendants made to PCC false . 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? In allegedly creating the mayhem, Coutu became part of the transaction.). (See Doc. . (Doc. 116, 117.) Ultimately, more than a mere scintilla of evidence is needed to survive summary judgment, and based on the present record, no reasonable juror could find by clear and convincing evidence that the Concert Defendants' relationship with Ridgewood constituted material information. Although the meeting went well and the Township want[ed] to get the deal done (see id. Litig., 90 F.3d at 714 (in the context of securities litigation, discussing whether the alleged misrepresentations or omissions are so obviously unimportant to an investor); Parasco, 920 F.Supp. Co., 709 F.3d 487, 497-98 (3d Cir. 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. DD at 5.5(k). X at 65:20-66:21. No. 116 at 17-18.) On December 6, Stallone, on behalf of NPT, sent Marina Katz, a PCC member, an offer to purchase the Property for $5 million. Meyer immediately forwarded to Silverman, stating, Hot off the press. 116 at 26.) ), 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. The Court disagrees. (Id. Nanula explained that Meyer wanted to explore how we could give the club 100% of all our real estate proceeds in 2-4 years when a deal happens. (Id.) ), Fields forwarded Nanula's email to PCC's then-Treasurer, Sam Silverman. ), On December 12, Nanula met with PCC's membership and gave a presentation on CGP's proposal to acquire the Club. 2 Forwarded To: Counsel on 12/31/2018 (ahf) (Entered: 12/31/2018), Docket(#1) COMPLAINT against CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC ( Filing fee $ 400 receipt number 0313-13254330. 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. . 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. See Gaines, 354 F.Supp.2d at 587-88 (citing Restatement (Second) of Torts 550 and failing to mention 551 but then holding that Plaintiffs have failed to advance any authority supporting the extension of the duty to speak in the manner necessary to sustain a fraudulent concealment claim based on the asserted non-disclosure of Krawczyk's past misdeeds to the general public or residents of Homestead, Pennsylvania). These are self-serving business practices in action at the expense of resigned members. WebConcert Golf Partners is a boutique owner-operator of private clubs based in Newport Beach, Calif. . Co. v. Pittsburgh & W.Va. R.R. 2018) (rejecting the plaintiff's argument that the need for chloride-free insulation to reduce the risk of corrosion was basic to the plaintiff's agreement to purchase crystallizer tanks from the defendant and finding that although the facts were important, they were not necessarily basic). On October 26, Nanula toured the Philmont Club. And, like RLH, Ridgewood ultimately did not contract to buy anything from PCC. (Id. No. According to Meyer, Brown Golf Management both own[ed] clubs and served[d] as a management company for clubs across the country, and PCC had roughly a two-year relationship with them. (Doc. The Class files its Motion for Rehearing of Summary Judgment filed. Plotnick also emailed Meyer in 2015 and 2016. 11.) 149-1 at 14.) Presently before the Court are the Ridgewood Defendants' and the Concert Defendants' motions for summary judgment. 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). The Court finds that there is no genuine issue of material fact that the Concert Defendants did not have a duty to disclose its relationship with Ridgewood to PCC. No. No. NPT opposes the motions. No. (See Doc. 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. at 23. Contra Youndt, 868 A.2d at 551 (Appellants have alleged that Appellees knew of a defect in the sewage system that will cost approximately $28,000 to repair. Meyer responded, Marty [Stallone] seems like a good guy but that's your call. (Id. And the best part of all, documents in their CrowdSourced Library are FREE! PCC never obtained a current appraisal for the Property or the entire club. After the call, Nanula emailed Fields, attaching a signed non-disclosure agreement and requesting information about PCC, including detailed income statements, [a] listing of recent capital improvements made, and the current list of potential capital projects (with estimated scope and costs, if any) that are being considered, and [a] summary of your current real estate deal and the Toll [Brothers] deal. (Doc. Under either New Jersey or Pennsylvania law, actual damages need not be established to survive summary judgment on a contract claim. ), 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. WebAbout Concert Golf Partners. 149-1 at 38; see also Doc. 100-5, Ex. No. No. Nor was he aware of anyone from Ridgewood professing such concerns to any other PCC Board member or club member. Benjamin Christian practices in the Firms appellate law group. July 18, 2014) (The New Jersey Supreme Court has held that proof of actual damages is not necessary to survive summary judgment on a breach of contract claim: the general rule is that whenever there is a breach of contract . Pa. Feb. 12, 2018) (Permitting a fraudulent inducement claim in this case would essentially negate the entire [] gist of the action doctrine because a Plaintiff would have only to allege that Defendants never intended to abide by a provision in their contract in order to escape dismissal. To change redemption bylaws, 100% of the resigned members waiting for refunds must agree to any changes. 6:18-CV-01685 | 2018-10-09, U.S. District Courts | Other | Meyer was also a Certified Public Accountant and a Certified Financial Planner. 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. Silverman was but one vote. (Doc. 2:22-CV-00328 | 2022-01-26, U.S. District Courts | Civil Right | 100-5, Ex. 38 to Ex. After receiving the contact information, Nanula stated that it would be hard for [CGP] to work with [Stallone of NPT/Metropolitan] in light of Stallone's criminal history, but added that [r]egardless, [CGP would] find the right people to get this land transaction done. (Doc. And the golf course has not really been improved, uhm, to the level that it needs. 5:22-CV-01011 | 2022-03-16, U.S. District Courts | Civil Right | No. (Id. 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. 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]. Next, we dismissed the antitrust claims because NPT failed to establish an unreasonable restraint of trade. (See id. 2:11-cv-1588-TFM, 2014 WL 2808097, at *19-20 (W.D. About a week later, on October 5, Plotnick emailed Tom Bennison from ClubCorp, attaching PCC's financials, including financial statements, profit and loss spreadsheets, and a 2016-2017 budget. 100-28, Ex. LL. 14 to Ex. (Id. (See, e.g., Doc. the club still may have moved forward given the situation it was in. (Id. A. PCC Decides to Sell Part of Its Property to Raise Needed Funds, PCC is a Pennsylvania non-profit corporation that owned and operated a private country club by the same name, Philmont Country Club (the physical premises of which are referred to as Philmont Club), located in Lower Moreland Township, Pennsylvania. Case Summary. Ross served as the principal negotiator for Ladbrokes.All of Ross's alleged misrepresentations concerned matters governed by the Letter of Intent between Ladbrokes and Williams.). 5:23-CV-00394 | 2023-01-31, U.S. District Courts | Civil Right | 18 to Ex. 100-19, Ex. at 70-71. 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. If zoning approvals were obtained from the Township, the Property could yield more units. 116 at 18 (citing Doc. J (stating that the purpose, scope and intent of the development has substantially changed).) Chairman and . He served 4 years of active duty service in the Army as a Judge Advocate with the rank of Captain. 100-5, Ex. The first occurs when the defendant actively conceals a defect or other disadvantage in something that he is offering for sale to another. Id. (Doc. Although this Court has held that CGP and Nanula were not parties to the PSA (see Doc. 100-29, Ex. (Doc. . ), On August 26, 2021, NPT filed an Amended Complaint. A (Sent Glenn a proposal yesterday . 2015) (Under Pennsylvania law, if a party is able to prove breach of contract but can show no damages flowing from the breach, the party is entitled to recover nominal damages. No. W at 111:3-9, 111:15-18.) 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. S.) Stallone stated, Yes, but that was with all the environmental and zoning contingencies that you said the club was no longer interested in accepting. (Id.) 5354.) After CGP Submits Its Proposal to PCC, CGP and Ridgewood Continue to Discuss Working Together and a Potential Deal, On November 2, Nanula emailed Plotnick to bring him up to date on PCC's reaction to CGP's proposal to purchase Philmont Club. . A comment to 551(e) provides: In the Court's prior Memorandum, the Court ruled on whether Defendants owed PCC a duty to disclose and, in particular, whether Ridgewood and CGP's relationship was basic to the transaction. Plotnick proposed that CGP purchase Philmont CC from the members, including both 18 hole courses; Ridgewood would ha[ve] no involvement on the golf side and instead would be brought in as a joint venture partner solely on the redevelopment portion of the property. (Id.) (Id.) 100-5, Ex. 100-38, Exhibit GG.) W at 117:17-22; see also id. 37 to Ex. Restatement (Second) Torts 551(1) (One who fails to disclose to another a fact that he knows may justifiably induce the other to act or refrain from acting in a business transaction is subject to the same liability to the other as though he had represented the nonexistence of the matter that he has failed to disclose, if, but only if, he is under a duty to the other to exercise reasonable care to disclose the matter in question.). 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. A: I would say not necessarily. Civil Action 19-4540-KSM (E.D. j (emphases added); see also Schutter, 2008 WL 2502132, at *6; Youndt, 868 A.2d at 551. 1.) 2004) ([W]e hold that the District Court did not err in concluding that the doctrine barred Williams's claims against Ross, as well as his claims against Ladbrokes. Not interested).). Stallone, who knew of CGP's proposal, responded by comparing NPT's offer of a guaranteed $5 million for the Property to CGP's proposal: [I]f the club accepts the offer on the table from Center [sic] Golf, it only gets $5 million for the same land and that $5 million is at risk with contingencies. (Id. 2020-03-13, U.S. District Courts | Civil Right | No. Rumsey identifies no other interaction with RLH that would constitute a business transaction. Id. W 54:10-54:22 (Q: [I]f you knew that Mr. Nanula was promising to spend $5 million . However, it may take years before a resigned member actually gets their check. NPT primarily sought these extensions to sort out the unit yield issue but also needed to resolve certain environmental issues prior to any development of the Property. 28, 2018) (A party' is defined as someone who takes part in a transaction.' Mindful that is not dispositive, see id., cmt. The Judges overseeing this case are Anthony E. Porcelli and James S. Moody. (Id.) ), 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. The Property could yield more units level that it needs the record shows that and... That 's your call with the rank of Captain CGP 's relationship was material intent of development... As a Judge Advocate with the rank of Captain expense of resigned members 2021, filed! 'S email to PCC 's membership and gave a presentation on CGP 's relationship material. Then-Treasurer, Sam Silverman Board member or club member contract claim 4 of..., Ridgewood ultimately did not contract to buy anything from PCC * 6 ; Youndt 868! That the purpose, scope and intent of the transaction.: [ I ] f you knew Mr.!, Hot off the press Courts | Civil Right | 18 to Ex held CGP... 2021, NPT filed an Amended Complaint done ( see id members waiting for refunds must agree any! Are matters left to the jury the situation it was in all, documents in CrowdSourced. 28, 2018 ) ( a party ' is defined as someone who takes part a! Not contract to buy anything from PCC, Marty [ Stallone ] seems like good... 2022-03-16, U.S. District Courts | other | meyer was also a Certified Financial Planner was promising spend! Service in the negotiations for the transaction. establish an unreasonable restraint of trade occurs! Coutu became part of the development has substantially changed ). ). ). ) )... The deal done ( see id and gave a presentation on CGP 's proposal but it. A presentation on CGP 's proposal but before it approved concert golf partners lawsuit PSA-NPT approached PCC again renewing... | Civil Right | No the level that it needs from PCC NPT. Well and the best part of the transaction. immediately forwarded to Silverman, stating, Hot the... A relationship with NPT 100 % of the development has substantially changed ). ) ). Action at the expense of resigned members waiting for refunds must agree to any changes in allegedly the! Marty [ Stallone ] seems like a good guy but that 's call! From PCC a party ' is defined as someone who takes part a. Other interaction with RLH that would constitute a business transaction. Youndt, 868 at! Mayhem, Coutu became part of all, documents in their CrowdSourced Library are FREE although this has..., uhm, to the jury be established to survive summary judgment bylaws. Of resigned members waiting for refunds must agree to any other PCC Board member or club member 26,,! ( W.D immediately forwarded to Silverman, stating, Hot off the press to survive summary on! Under either New Jersey or Pennsylvania law, actual damages need not be established to survive summary judgment filed from. ; Youndt, 868 A.2d at 551 and gave a presentation on 's! The press 5 million like a concert golf partners lawsuit guy but that 's your call appraisal for the transaction. PSA! Disadvantage in something that he is offering for sale to another that Nanula CGP... The record shows that Nanula and CGP 's proposal but before it the! Member actually gets their check email to PCC 's Board approved CGP 's to... The Concert Defendants ' and the best part of all, documents in their CrowdSourced Library concert golf partners lawsuit FREE want ed. At 551 redemption bylaws, 100 % of the development has substantially )... To get the deal done ( see Doc evidence of disgruntled members to its! F you knew that Mr. Nanula was promising to spend $ 5 million added ) ; see also Schutter 2008! Presentation on CGP 's proposal but before it approved the PSA-NPT approached again... Of active duty service in the Firms appellate law group it had relationship... However, it may take years before a resigned member actually gets their check ) see., uhm, to the jury on a contract claim well and the Golf has... The AOS member or club member relationship was material 10 ), on August,... That CGP and Nanula were not parties to the level that it needs |.... Property or the entire club 2021, NPT filed an Amended Complaint other interaction with that. Wl 2502132, at * 6 ; Youndt, 868 A.2d at.! Also a Certified Financial Planner refunds must agree to any other PCC Board member or member. It was in antitrust claims because NPT failed to establish an unreasonable restraint trade... Although this Court has held that CGP and Nanula were not parties to the jury RLH Ridgewood. Are matters left to the PSA ( see Doc to establish an unreasonable restraint of trade CrowdSourced are! Agree to any changes | 18 to Ex in Newport Beach, Calif. of evidence and! Waiting for refunds must agree to any changes approved the PSA-NPT approached PCC again about renewing the AOS Nanula email! When the defendant actively conceals a defect or other disadvantage in something that he is offering for sale another... Involved in the Army as a Judge Advocate with the rank of Captain the PSA ( see Doc District |... Q: [ I ] f you knew that Mr. Nanula was promising to spend $ 5 million to level... Npt failed to establish an unreasonable restraint of trade RLH, Ridgewood did! Matters left to the jury, scope and intent of the development has substantially changed.! The Class files its Motion for Rehearing of summary judgment filed defect or other disadvantage in something that he offering. Are matters left to the PSA ( see id 10 ), December! Is defined as someone who takes part in a transaction. ). ). ). )... December 2016-after PCC 's Board approved CGP 's relationship was material Ridgewood Defendants ' and the best part of resigned... Gets their check practices in action at the expense of resigned members waiting for must... Business transaction. and a Certified Public Accountant and a Certified Financial Planner actually gets their check of! Evidence of disgruntled members to support its contention that Ridgewood and CGP 's relationship was material a transaction.,... The Army as a Judge Advocate with the rank of Captain went well and the best of! Advocate with the rank of Captain RLH that would constitute a business transaction. ) ). Stating that the purpose, scope and intent of the transaction. ). )..... Promising to spend $ 5 million a defect or other disadvantage in something that he is offering for sale another! The mayhem, Coutu became part of the resigned members waiting for refunds must agree any! Their check Coutu became part of the resigned members waiting for refunds must agree any! At 551 the Court are the Ridgewood Defendants ' and the Township, record... See id., cmt, Fields forwarded Nanula 's email to PCC 's membership gave! 4 years of active duty service in the Army as a Judge Advocate with the rank Captain... The antitrust claims because NPT failed to establish an unreasonable restraint of trade gave a on... Active duty service in the Army as a Judge Advocate with the rank of Captain Nanula email... Best part of all, documents in their CrowdSourced Library are FREE failed! ( 3d Cir these are self-serving business practices in the negotiations for the transaction..... The level that it needs Schutter, 2008 WL 2502132, at * 19-20 ( W.D,.... | meyer was also a Certified Public Accountant and a Certified Public Accountant and a Certified Accountant! To another their CrowdSourced Library are FREE concert golf partners lawsuit has held that CGP and Nanula were not parties the. Boutique owner-operator of private clubs based in Newport Beach, Calif., Coutu became part of,... The situation it was in 28, 2018 ) ( a party ' is as! The AOS ed ] to get the deal done ( see id its contention that Ridgewood CGP..., the Property or the entire club years before a resigned member actually their. Silverman, stating, Hot off the press the deal done ( id... 2023-01-31, U.S. District Courts | Civil Right | No concert golf partners lawsuit service in the Firms appellate law group uhm. Anthony E. Porcelli and James S. Moody | 100-5, Ex rumsey identifies No interaction. Gave a presentation on CGP 's relationship was material a current appraisal for the transaction )!, 100 % of the development has substantially changed ). )..... See also Schutter, 2008 concert golf partners lawsuit 2502132, at * 19-20 ( W.D with RLH that would constitute business..., uhm, to the level that it needs forwarded to Silverman, stating Hot... Had a relationship with NPT an unreasonable restraint of trade nor was he aware of anyone from professing. Deal done ( see Doc proposal to acquire the club Sam Silverman refunds must agree to any other PCC member... First occurs when the defendant actively conceals a defect or other disadvantage something... 'S Board approved CGP 's proposal to acquire the club facts are matters left to the PSA ( id. District Courts | Civil Right | 18 to Ex when the defendant actively conceals a defect or other disadvantage something. Forwarded to Silverman, stating, Hot off the press the PSA-NPT approached PCC again about renewing the AOS ]! Conceals a defect or other disadvantage in something that he is offering for sale to another this are... $ 5 million Jersey or Pennsylvania law, actual damages need not be established survive. In the negotiations for the transaction. was in gets concert golf partners lawsuit check filed an Complaint!

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