Like RLH, NPT contends Ridgewood initially showed interest in potentially purchasing a portion of the Property or the entire club from PCC in 2014, 2015, and then again in September 2016. 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. at 2 (stating that Concert Philmont LLC would establish and operate the Club); see also Doc. 53 at 27-29 (At this stage in the litigation, the Court is not persuaded by Defendants' contention that the fraud claims arise under the PSA. (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. Equal Employment Opportunity Act (EEOA) - 42 USC 2000e No. No. No. 13 to Ex. (Id. 100-25, Ex. A: It - it might have. 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. 073823, 2008 WL 2502132, at *5-6 (E.D. And the only two cases cited by Plaintiff and Defendants are not particularly analogous. Not interested.).) 1. at 150:5-11. When I say they went to bat for methis Law Firm literally did just that. Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. 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. See, e.g., Plexicoat Am., LLC v. PPG Architectural Finishes, Inc., 9 F.Supp.3d 484, 487-88 (E.D. (Id. & Cas. (Id. at 1274-75. But no reasonable juror could find from these facts that Ridgewood was a party to a business transaction. at 77 (describing [t]he financial components of CGP's proposal); id. And NPT has made quite clear that it is pursuing a fraudulent nondisclosure claim based on the Restatement (Second) of Torts 551. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. 100-18, Ex. No. 149-1 at 75; Doc. . . See Restatement (Second) of Torts 551(2)(a)-(e). No. NPT counters that New Jersey law applies, citing to a choice of law provision in the Confidentiality Agreement. Nos. 116 at 26.) A: Possibly. (emphases added)).) 100-5, Ex. & PowerReit, No. 149-1 at 60.) 100-5, Ex. (The Board unanimously believes that this is our best option towards securing Philmont's success in the years ahead. X at 67:11-13; see also id. 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. No. We have an experienced commercial litigation team ready to help you. F at 9:4-7 (Nanula's testimony that CGP is a private club hospitality firm); id. Meyer also stated, Please let me know if you need any additional information from us. (Id.) NPT informed NVR that unless they were able to come to some understanding concerning the additional costs that are involved as a result of this material change, NPT would be forced to provide notice of its intention to terminate the LPA. NPT planned to develop the Property and sell the developed lots to NVR to build homes. 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. Performance Rating Act - 5 USC 4303, (#3) WAIVER OF SERVICE Returned Executed by JAMES STEVENS. Cancellation and Refund Policy, Privacy Policy, and No. (KARPF, ARI) (Entered: 12/31/2018). 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. During oral argument, NPT implied that this inconsistency in testimony rendered Meyer not credible. Because the gist of the action doctrine analysis is dispositive and bars NPT from bringing its fraud claim against the Concert Defendants, the Court does not address the Concert Defendants' other arguments as to why summary judgment is warranted on the fraud claim. The second situation occurs when the defendant successfully prevents the plaintiff from making an investigation that he would otherwise have made, and which, if made, would have disclosed the facts; or when the defendant frustrates the investigation. Id., cmt. At the time of the meeting, the country club listed over 500 pending resigned members awaiting redemptions. ' Matsushita, 475 U.S. at 587 (citation omitted). Nanula also stated that he would work on a preliminary proposal to share [that] week. (Id.) 2:23-CV-00344 | 2023-01-27. 53 at 26-30; see also id. As a kicker' if we are fortunate enough to get the zoning approval we are seeking, we will add another $1 million to the purchase price for a total of $6 million.); id. (See Doc. (Id.) at 10), and it had a relationship with NPT. (Our proposal guarantees you all of the money that is currently at risk in the existing Center [sic] Golf offer.). Founded Date 1986. 149-1 at 90. 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. (See Doc. 116 at 28 (Rather, the Defendants were the only source of the information that they were working together behind [PCC's] back to acquire Philmont Club at a cut rate price. 149-1 at 204. As noted above, a defendant can be held liable under 551 only if there is a duty to disclose. No. No. ), Meyer testified that the Philmont that was sold to Concert Golf and the Philmont that exists today are two drastically different entities that has [sic] disrupted, you know, in my view the lives of all of its prior members. (Doc. On November 2, 2016, Nanula emailed Plotnick, 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. Formed by Peter Nanula, the founder and CEO of Arnold Palmer Golf Management (1993 to 2000), Concert Golf has amassed a pool of patient, long-term equity capital to invest in and upgrade large-scale private clubs located in major metro areas. (Id. M; accord id. 149-1 at 15; Doc. 100-24, Ex. ' (citing Bucci, 591 F.Supp.2d at 783) (emphasis added).) Oct. 16, 2018) ([T]he Court holds that Diversified's no damages' argument does not support granting summary judgment to Diversified as to Stevenson's breach of contract claim.); Fagal v. Marywood Univ., Civil Action No. 100-5, Ex. (Id. (Id.) 2003). No. 9; Doc. But that information related to the amount of money CGP intended to spend on capital expenditures, not Ridgewood and CGP's relationship. Even more, this change came with no consent from resigned members waiting for their redemption. at 91:2-8. Underground Storage Tank Indemnification Fund, 82 A.3d 485, 501 (Pa. Cmw. No. Celotex, 477 U.S. at 323. No. (Doc. No. at 50-53.) See Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). (See Doc. 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 . On September 10, Silverman provided Nanula with the requested information and noted that [t]he real estate deal [was] with NVR, Inc. not Toll Brothers. (Doc. (See Doc. 9 to Ex. No. (Doc. . 100-5, Ex. 1 to Ex. then the claim is to be viewed as one for breach of contract. Indus. X at 80:1 81:6; Doc. 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? (Doc. However, at the end of his email, Nanula wondered, why do we need Ridgewood at all? 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. 17 to Ex. 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.). Instead, driven by its distressed financial position, it chose to take the only deal on the table other than NPT's. Silverman explained that it would be easier to provide a summary of the current real estate deal with NPT verbally as [PCC was] in the process of receiving an amendment to the [AOS] that will better clarify the details. (Id.) . NPT also argues the Concert Defendants had a duty to disclose under 551(2)(b). In light of Nanula's suggestion that they split the profits 60-40, Plotnick proposed that Ridgewood and CGP also split the due diligence and entitlement costs pro rata, or 60-40. the capital investments being implemented with regard to the two required capital phases under our Agreement of Sale . (See Doc. No. 100-28, Ex. As an experienced leader in these types of lawsuits, we were confident the firm would have the expertise. Make your practice more effective and efficient with Casetexts legal research suite. NPT is correct-it is undisputed that Defendants did not disclose that they were working together. It is clear that NPT believes it has been wronged. Nanula responded, It looks like Marty was involved in a muni bond-rigging scandal in the late 1980s, and that it would be hard for [CGP] to work with him based purely on reputation concerns. (Id.) 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? (See July 19, 2022 Hr'g Tr. 59 at 36.) 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? On September 19, Nanula requested any and all details on the pending NVR deal for the South Course acreage. (Id.) at 27 (At this stage in the litigation, the Court is not persuaded by Defendants' contention that the fraud claims arise under the PSA. Id. See Church Mut. No. U.S. Courts Of Appeals | Other | 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. 5 to Ex. 149-1 at 30-31.) The Tenth Circuit's logic in In re Rumsey Land Company, LLC applies with equal force as to Ridgewood. The transaction closed on or around March 1. No. ), On September 23, 2016, Plotnick emailed Meyer to discuss a potential relationship at Philmont. (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. Deposition of Class Representative P. McGowan, Deposition of former PGCC Club Manager J. Leinaweaver. 53 at 26-29 (discussing gist of the action doctrine) with id. (Id. First, NPT has not pointed to any evidence showing that CGP and Ridgewood's partnership was a fact basic to the transaction. Last day for PGCC and Concert to reply to the Motion for Rehearing filed by The Class. The Country Club sold to Concert Golf Partners, a company that owns and operates 19 upscale private clubs. Along with the sale came a plan to recapitalize. 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. No. 17-cv-00209-RM-NYW, 2015 WL 1517022, at *4 (D. Colo. Mar. Headquarters Regions East Coast, Southern US. This purchase matches the dollar amount that is subject to contingencies in the proposal on the table from Center [sic] Golf. at 36.). 100-5, Ex. 149-1 at 54; Doc. Pennsylvania. Therefore, even without compensatory damages, an insurer can be liable for nominal damages for violating its contractual duty of good faith by failing to settle. 37 to Ex. 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. As noted above, the 551 claim against the Ridgewood Defendants cannot stand because they were not parties to a business transaction. at 26. (Id.). (Doc. Mindful that is not dispositive, see id., cmt. 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. 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). . W at 36:20-37:13.). NN at 262:10-21.) 5 to Ex. The Kabelins invested significantly more than $1,200 in the golf club. Accord id. Such is the case here. ), On November 21, Plotnick emailed Nanula his thoughts on some deal points as well as a few tweaks to [the] deal structure. (Doc. (Id. O.) No. ; see also id. Id. Wen v. Willis is illustrative. A: Potentially . (See Doc. 100-5, Ex. Meyer responded, Marty [Stallone] seems like a good guy but that's your call. (Id. No. No. No. B. Metal on Metal Hip Lawsuits & Settlements, Indian Law, Tribal Governance, Native Owned Businesses, Ruling granting class certification. at 682. The Court dismissed the fraud in the omission and fraudulent concealment claims, determining that Defendants did not owe PCC, which was a sophisticated entity engaged in an arms-length business transaction, a duty to speak. (See Doc. 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). Meyer also testified that he did not believe the Concert Defendants necessarily acted in accordance with what they said they were going to do. (Id. No. 6:21-CV-00134 | 2021-04-08. F at 241:24-243:10; see also id. No. A.) Mr. Christian was a legal advisor for the Special Operations Aviation Command and served as a legal assistance attorney for the XVIII Airborne Corps in Fort Bragg, NC, where he also served as the Chief of the Federal Litigation Division. No. at 98.) [I]f I knew that was his intention I would say I wouldn't - that wouldn't have sat well with me, nor the members of the club.).). See Bucci, 591 F.Supp.2d at 783. At the conference, Plotnick expressed interest to Brown about a potential transaction between PCC and Ridgewood. 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? (Doc. 149-1 at 58.) Absent a viable claim of fraud, the Foundation could not have aided and abetted any tort.). Section 551 imposes liability when one . In this same vein, a fraudulent inducement claim premised on an the allegation that a party to the contract never intended to abide by a provision in the contract is barred by the gist of the action doctrine. A. 116-13, Ex. 20 to Ex. This case was filed in U.S. District Courts, Florida Middle District. N.), D. CGP Expresses Interest in a Potential Transaction with PCC, Meanwhile, on August 30, 2016, Philmont Club member David Fields had a phone call with Nanula, the sole member of CGP. A.) 116 at 27 (citing Ex. 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. A (November 1, 2016 Proposal from CGP to PCC stating the key financial components of 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.) Please Update this case to get latest docket information. (Doc. According to Plotnick, Meyer told him the due diligence period was about to expire and PCC was not willing to extend the due diligence period again. No. See Wen, 117 F.Supp.3d at 683. . at 1, 88. Plantation Golf and Country Club is governed through bylaws established when the club first opened. (See Doc. The non-moving party must show more than the mere existence of a scintilla of evidence in support of its position. Performance Rating Act - 5 USC 4303. 464, 476 (10th Cir. is the critical determinative factor in determining whether the claim is truly one in tort, or for breach of contract); id. (See Doc. Id. 100-34, Ex. 117 F.Supp.3d 673 (E.D. at 60-64.) If zoning approvals were obtained from the Township, the Property could yield more units. No. . 16 to Ex. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. No. 100-35 at 25-27.) Gnagey Gas & Oil Co., Inc. v. Pennsylvania Underground Storage Tank Indemnification Fund illustrates the type of conduct that constitutes active concealment. On October 26, Nanula toured the Philmont Club. W at 117:17-22; see also id. Pa. July 31, 2015) ([W]here a party is accused of purposefully concealing information material to a transaction, no confidential or fiduciary relationship between the parties need exist for liability to be imposed. No. Scrape $2.5m here.').) 100-34, Ex. 100-38, Exhibit GG.) Although the dictionary gives as an example a party to the contract,' the Court does not consider that to be the universe of parties who can take part in a transaction. (quoting Black's Law Dictionary 1297 (10th ed. 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.) Corp. USA, Inc. v. Am. No. 53 at 58).) 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