17 to Ex. No. (Doc. (Doc. Meyer testified that he told Nanula he understood Nanula's rationale. 2:23-CV-00344 | 2023-01-27. (I assume that the first $5MM or some negotiated portion of that money committed as additional CapX spend will probably satisfy the members.). 2003). . (Id. . 100-35, Ex. No. (Doc. At bottom, aside from Ridgewood's initial interest in making an offer to purchase a portion of the Property or the entire club, NPT has not identified- let alone pointed to any evidence of-any interaction that PCC had with Ridgewood that would constitute a business transaction. (Doc. NPT conflates the Court's rulings on whether the fraud claim arose under the PSA (the context in which the Court discussed the gist of the action doctrine) and whether NPT can state a fraud claim when alleging fraud in connection with future promises. 6:18-CV-01685 | 2018-10-09, U.S. District Courts | Other | A (Eighth Amendment to the AOS, extending the due diligence period from September 16, 2016 to September 26, 2016). 100-28, Ex. Even drawing all inferences in Plaintiff's favor, PCC's conduct illustrates what was material to the transaction- PCC's need to obtain an operator for the club and capital funding given its distressed financial situation, not whether CGP would maximize its profit from the deal. 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. MM at 187:23-188:1.) 100-35 at 25-27.) No. 944 F.3d 1259 (10th Cir. . On October 26, Nanula toured the Philmont Club. (So it seemed to me that this wasn't something that we might want to continue on down the road with.). (Doc. 1.) Nanula told Meyer that he would be willing to commit to funding and completing a series of capital projects that the board wanted to get done that was on the order of $4 million. (Doc. 100-5, 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. at 30. No. 2:18-CV-05122 | 2018-11-28, U.S. District Courts | Civil Right | . No. (Id. Public Records Policy. (Doc. 149-1 at 158; Doc. 17-cv-00209-RM-NYW, 2015 WL 1517022, at *4 (D. Colo. Mar. 149-1 at 204. Make your practice more effective and efficient with Casetexts legal research suite. 11 (January 20, 2017 email from Grebow to Nanula, stating Meeting with the manager went well . 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 . Nanula wrote, If so, great - we will move ahead on our club deal, and start working with you on the real estate deal. (Id.) Although the meeting went well and the Township want[ed] to get the deal done (see id. So getting them to back off to a small fee will be difficult. (Id. 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. 5 to Ex. 5 to Ex. Silverman was but one vote. No. The Club at Renaissance, Concert Golfs most recent acquisition, is located within an exclusive South Florida community. No. ), 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. This case was filed in at 62:16-64:3 (explaining that CGP buys and manages country clubs but that technically each country club is owned by an individual singlepurpose entity); see also Doc. No. Id. This purchase matches the dollar amount that is subject to contingencies in the proposal on the table from Center [sic] Golf. 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. 100-5, Ex. Ins. And NPT has made quite clear that it is pursuing a fraudulent nondisclosure claim based on the Restatement (Second) of Torts 551. 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. No. Like their neighbors, several Concert Golf Partners employees experienced damage to their homes and their hardship did not go unnoticed. at 29; see also Doc. ), On September 16, NVR told Glenn Meyer, then-President of PCC, and PCC's counsel that NPT indicated to NVR its desire to exit the transaction and NVR will be stepping back into the shoes of the Purchaser. (Doc. Where the record taken as a whole could not lead a rational trier of fact to find for the non-moving party, there is no genuine issue for trial. K.) NPT reiterated its position that as a result of [the] material changes, [it] could not proceed absent an Amendment to the AOS and a corresponding Amendment to the LPA. (Id.) 12-6179 (JBC), 2014 WL 3578748, at *7 (D.N.J. 149-1 at 47. When resigning from a PGCC equity membership, members go on a waiting list to get refunds. Under the DSA, Ridgewood Philmont is paid a management fee for providing development services. 100-5, Ex. ), On January 19, 2017, PCC's Executive Board voted to approve the Purchase and Sale Agreement (PSA). Undoubtedly, the record shows that Nanula and CGP were heavily involved in the negotiations for the transaction. 53 at 53-57; see id. at 150:5-11. (Id. No. No. At the conclusion of the meeting the Seller agreed to a minimal reduction in the sales price and unfortunately, without an Amendment to the LPA, we are forced to provide you this notice. (Id.) (If the facts of a particular claim establish that the duty breached is one created by the parties by the terms of their contract . NPT cites two cases for the proposition that the question of materiality cannot can be decided at the summary judgment stage unless the issues are so obviously important that reasonable minds cannot differ on the question of materiality. That same day, Stallone also sent Nanula NPT's sketch plan for the Property, which had been prepared by NPT's engineer. The Court concludes there is not. If the suit cannot be resolved through mediation, the plaintiffs want a jury trial. 6:21-CV-00134 | 2021-04-08. He already knew about you and had been on your website. A. 14 to Ex. 100-21, Ex. (Id. The Tenth Circuit's logic in In re Rumsey Land Company, LLC applies with equal force as to Ridgewood. Deposition of Class Representative P. McGowan, Deposition of former PGCC Club Manager J. Leinaweaver. then the claim is to be viewed as one for breach of contract. No. The Kabelins invested significantly more than $1,200 in the golf club. No. 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. No. 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 at 37; see also Doc. 149-1 at 38; see also Doc. This underscores the fact that Meyer and PCC understood CGP, a golf hospitality firm, would be working with a developer. A.) That's because she D at 29:13-22. However,board members changed the redemption formula in the bylaws against attorney advice. Nice guy . 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. ), Defendants are correct that 550 and 551 impose liability only on one who is a party to a transaction. at 91:2-8. Pa. 2015). Deadline for The Class to appeal to the 2nd District Court of Appeals. by concealment or other action intentionally prevents the other from acquiring material information. Restatement (Second) of Torts 550. 149-1 at 15; Doc. (Id. Servs. The agreed-upon Phase II Capital Projects included: South Course improvements; additional North Course improvements from Andrew Green's master plan; improvements to the tennis facility; clubhouse renovations; and construction of a new maintenance facility. CGP proposed to (1) pay off PCC's approximately $963,000 in debt, (2) assume or restructure capital leases and other obligations, (3) make approximately $4 million of initial capital improvements to Philmont Club within 12 to 14 months, (4) commit to fund ongoing capital reserve at three to four percent of revenues (approximately $1 million over five years), and (5) upon the sale of the Property in two to four years, make an additional approximately $5 million in capital improvements. Their group is an all-cash investor in Anderson, 477 U.S. at 255. 100, 101.) 149-1 at 71.) Plotnick and Meyer spoke on the phone on October 5, October 10, and October 13. Concert Golf Partners is a well-capitalized owner-operator of golf properties nationwide. Accordingly, we grant summary judgment to all Defendants on Counts IV and V. In Count VI, NPT, as assignee, asserts a breach of contract claim against Ridgewood, alleging that Ridgewood breached a confidentiality agreement with PCC by disseminating PCC's confidential information to two separate entities, ClubCorp and Morningstar Golf & Hospitality, LLC. 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. 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). A: Possibly. (emphases added)).) Click Here to read our Client Testimonials, 1015 15th Street NorthwestSuite 1125Washington, DC 20005, 1605 Main StreetSuite 710Sarasota, FL 34236, 1325 4th AvenueSuite 1730Seattle, WA 98101, Guillain-Barr Syndrome and Vaccine Injury. 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. 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. No. . CONCERT GOLF PARTNERS waiver sent on 12/31/2018, answer due 3/1/2019; CONCERT PHILMONT, LLC waiver sent on 12/31/2018, answer due 3/1/2019. See Restatement (Second) of Torts 551(2)(a)-(e). 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. 117 at 16-17. ), Restatement (Second) of Torts 551, cmt. 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. J.) Defendants moved to dismiss the Complaint (see Doc. See, e.g., Plexicoat Am., LLC v. PPG Architectural Finishes, Inc., 9 F.Supp.3d 484, 487-88 (E.D. (July 19, 2022 Hr'g Tr. A: . No. ), Plotnick anticipated that the fully entitled residential development for approximately 160 age restricted townhomes is worth between $12-$14 million to a builder. (Id. That this deception was undiscoverable, regardless of [PCC's] efforts, yields a duty to disclose.).) (See id. No. 124-1 at 29. . (Id.) 37 to 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. 59 at 36.) On December 6, Stallone, on behalf of NPT, sent Marina Katz, a PCC member, an offer to purchase the Property for $5 million. Ins. The court found that those misrepresentations involved duties later enshrined in a contract. Id. 100-28, Ex. at 120:10-121:2 (I mean everything that they undertook required it to be redone or needs to be redone again . . To the contrary, the evidence shows that PCC did not even attempt to create a bidding war to drive up the sale price to increase its own profit when it received NPT's revised proposal in December 2016. (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. 20 to Ex. Updated: Feb 28, 2023 / 05:11 PM EST. 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. (Id. 100-28, Ex. 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. 1491 at 53; Doc. 100-6, Ex. . (See Doc. See The Roskamp Inst., Inc. v. Alzheimer's Inst. Plotnick also proposed that [u]pon the sale of the real estate, the net proceeds [would] flow through the following waterfall: [f]irst, 60/40 (Concert/Ridgewood) until all out of pocket costs have been returned to both parties; [s]econd, 100% to Concert for the next $7MM. 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. Q: If two offers were given to you, to the club, is it fair to say based on your - your goal of maximizing return you would have picked the higher amount than the lower amount? No. ; see also Doc. (Id.) Disagreements over what inferences may be drawn from the facts, even undisputed ones, preclude summary judgment. 149-1 at 37; Doc. Pa. 2014 (collecting cases); CRS Auto Parts, Inc. v. Nat'l Grange Mut. No. ), Plotnick also suggested that $5 million from the sale of the Property be reinvested in Philmont Club as capital expenditures. To that end, the crux of the original fraud claim pertained to Ridgewood and CGP's alleged misrepresentations as to the riskiness of developing the Property, not capital expenditures.

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