In sum, even when viewing the evidence in the light most favorable to Plaintiff, the Court cannot conclude that CGP and Ridgewood's relationship-and the fact that the pair would profit from that relationship-was a fact basic to the transaction. (Id.) 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 . A.) ' Toledo Mack Sales & Serv., Inc. v. Mack Trucks, Inc., 530 F.3d 204, 229 (3d Cir. No. No. But it did not. 20-6127, 2021 WL 6106423, at *1, *5 (E.D. A.) W at 111:19-112:7. No. W, 36:20-37:9, 54:10-54:22).) However, at the end of his email, Nanula wondered, why do we need Ridgewood at all? (Id.) There is no evidence that PCC seriously considered NPT's revised proposal, which outlined two different options. Nanula explained that CGP was in the early stages of trying to purchase Philmont Club and had received an initial proposal from golf-adjacent developer Ridgewood. 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.). 100-8, Ex. (Doc. No. The change of bylaws without consent from resigned members is a self-serving business practice by PGCC. (Id.) at 26. As to the Ridgewood Defendants, NPT summarily asserts that they were parties to a transaction because they participated in the transaction by colluding with the Concert Defendants. (Doc. 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. Shortly after the AOS was executed, however, NPT learned that a 2014 zoning change meant the Property could only yield 105 units by-right. (Doc. & PowerReit, No. So getting them to back off to a small fee will be difficult. (Id. No. (Id. ), Silverman is a Certified Public Accountant and a business advisor. Wen v. Willis is illustrative. 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? In so arguing, NPT misconstrues the Court's prior ruling at the motion to dismiss stage. Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. No. (Doc. 149-1 at 30-31.) 125-5, Ex. 5:23-CV-00394 | 2023-01-31, U.S. District Courts | Civil Right | See Gnagey Gas & Oil Co., 82 A.3d at 501-02 (explaining difference between passive concealment and mere silence versus active concealment and suppression of the truth). WebDocket for NORTH PENN TOWNS, LP v. CONCERT GOLF PARTNERS, LLC, 2:19-cv-04540 Brought to you by the RECAP Initiative and Free Law Project, a non-profit dedicated to creating high quality open legal information. X at 80:1 81:6; Doc. 1. Pa. 1996) and In re Westinghouse Sec. T.) NPT's revised proposal included a chart comparing NPT/Metropolitan's proposals side-by-side to CGP's proposal. No. Not interested.).) Ct. 2005). ), to Plotnick's knowledge, there were no governmental approvals issued, or even applied for, that would permit the development of the Property with 160 or more units as of that date (see Doc. 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. 100-5, Ex. Meyer immediately forwarded to Silverman, stating, Hot off the press. A [Marty Stallone, Executive Vice President of Metropolitan]: I would say on any given day any member of Metropolitan Development Group would give their advice or opinions on any of our projects.).) In other words, CGP would not be purchasing Philmont Club directly. However, the amounts of the refunds are not discussed in the article. of Am., Inc., Civil Action No. . No. (See Doc. Also, on September 27, Meyer met with Plotnick and Grebow, the President and CEO of Ridgewood, at Philmont Club to discuss Ridgewood's interest in the Property. 100-29, Ex. (Id.) 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. If, however, the facts establish that the claim involves the defendant's violation of a broader social duty owed to all individuals, which is imposed by the law of torts and, hence, exists regardless of the contract, then it must be regarded as a tort.). (See Doc. A; Doc. (See, e.g., Doc. 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 Concert Defendants) and Ridgewood Real Estate Partners, LLC (Ridgewood), Jonathan Grebow, and Michael Plotnick (the Ridgewood Defendants) (collectively, Defendants) for fraud, fraudulent nondisclosure, and fraudulent concealment under Restatement (Second) of Torts 550 and 551, aiding and abetting fraud, and breach of contract. 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). (Compare id., with Doc. (Doc. at 36.). However, it may take years before a resigned member actually gets their check. Nanula estimated that the member vote will be 90%+ in favor. (Id.) ), This is consistent with Meyer's 2021 testimony that Ridgewood informally offered $5 million for the Property. (explaining that concealment involves the hiding of a material fact with the attained object of creating or continuing a false impression as to that fact). (The Board unanimously believes that this is our best option towards securing Philmont's success in the years ahead. The proposed Seventh Amendment was not executed. 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. at 612. That is not what this Court held. 100-24, Ex. No. . 100-5, Ex. 149-1 at 58; Doc. 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. Indem. 16 to Ex. 100-2 at 8-22.) 100-5, Ex. 116 at 17-18.) at 682-83. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. 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.).) 16 at 4-5 (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 . ), The Phase II Capital Projects were subject to change arising from consultation with the new Club Advisory Board; New club member surveys; input and recommendations by [Concert Philmont's] operating consultants and experts; and Concert Philmont's refinement of the scope of such items after closing, at its discretion. 11 (January 20, 2017 email from Grebow to Nanula, stating Meeting with the manager went well . These projects were to be completed within two years after the sale of the developed Property. For the foregoing reasons, the Court grants summary judgment to the Concert Defendants on Counts I (fraud), II ( 550), III ( 551), and IV (aiding and abetting) and grants summary judgment to the Ridgewood Defendants on Counts II ( 550), III ( 551), V (aiding and abetting). 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. 149-1 at 38; see also Doc. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, (ahf) (Entered: 12/31/2018), DocketSummons Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC. & Cas. (See Doc. (Doc. 38 to Ex. 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. Under the agreement, PCC (the Assignor) agreed to assign NPT (the Assignee), NPT initiated this action against Defendants on October 1, 2019. 12-6179 (JBC), 2014 WL 3578748, at *7 (D.N.J. 100-5, Ex. 100-5, Ex. 125-14, 173.) if, but only if, he is under a duty to the other to exercise reasonable care to disclose the matter in question. Restatement (Second) of Torts 551; see also Gnagey Gas & Oil Co., Inc. v. Pa. 28, 2022). No. We are a boutique owner-operator of upscale private golf & country clubs nationwide. 5 to Ex. Notably, Defendants fail to cite to any applicable case law to support their position. (emphasis added)).) 53 at 26-30; see also id. (Id.) A (showing that CGP stated that, upon closing of a real estate transaction on the 60-acre Property, it would commit to fund $5 million in a second phase capital projects). . at 99.) 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. 14 to Ex. Id. F at 9:4-7 (Nanula's testimony that CGP is a private club hospitality firm); 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? Because we find that there is a genuine issue of material fact as to whether the Concert Defendants are parties to a business transaction under 551 or parties to a transaction under 550, the Court denies summary judgment on Counts II and II as to this argument. Viewing all the facts in the light most favorable to Plaintiff and drawing all inferences in its favor, the Court finds that a reasonable juror could conclude that the Concert Defendants' actively concealed their relationship with Ridgewood from PCC. 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. NPT has not cited a single case suggesting that an individual or entity can be held to have a duty to disclose and be responsible for clarifying a partial or ambiguous statement that it did not make. ), In a February 16, 2017 email from Nanula to Moran, Nanula described the waterfall/CGP's agreement with Ridgewood as follows: (1) Repay $1m entitle[ment] costs to each, 60-40; (2) Next $7m to CGP for land.' ), 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. A (executed copy of a September 29, 2016 confidentiality agreement between Ridgewood and PCC).) Nanula testified that, at that time, he did not know that Ridgewood had discussions with PCC about a potential deal. Co. v. Pittsburgh & W.Va. R.R. All of these ball drops' as Peter Nanula would refer to them, along with the disregard to the contract (60 Acres of Land vs 80, Modern Clubhouse Standards, Outings during off-peak times, and $5M of improvements [I'd be shocked if half of that was spent with the patchwork that has been done to date]) have brought me to my design [to resign. ), J. PCC Decides Not to Pursue a Deal with NPT. . 116 at 26.) (Doc. 100-28, Ex. 53 at 58).) A: . at 496-97, 503-04. . 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. j, illustration 3 (A sells to B a dwelling house, without disclosing to B the fact that the house is riddled with termites. (Id.) Corp., 66 F.3d 604 (3d Cir. No. No. The Club at Renaissance, Concert Golfs most recent acquisition, is located within an exclusive South Florida community. No. Like their neighbors, several Concert Golf Partners employees experienced damage to their homes and their hardship did not go unnoticed. ), H. PCC Sells Philmont Club to the Concert Defendants, On November 17, PCC's Board of Directors approved CGP's proposal. I cant recommend this firm enough. 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. 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. Shortly after the visit, Plotnick emailed Meyer, stating, Thanks again for taking the time to speak with and tour Jonathan and I [sic] today. (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. (emphasis added)). To change redemption bylaws, 100% of the resigned members waiting for refunds must agree to any changes. (Doc. 2017-04395). Citing to comment l to 551, NPT argues that the Concert Defendants' behavior amounted to swindling. 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. 149-1 at 204. There is scant case law on what constitutes a party to a transaction under 550 and a business transaction between parties under 551. 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. ), 3. at 1, 88. 100-18, Ex. And when asked specific questions related to the tanks, Gnagey failed to provide pertinent information. 16 to Ex. But, ironically, the Gaines court conflated 550 and 551 by holding that the plaintiffs could not bring a claim of fraudulent concealment under 550 because there was no duty to speak to the general public or the residents of Homestead, Pennsylvania. 11 to Ex. 100-5, Ex. Warner Bros. For these reasons, the Court finds that Ridgewood is not a party to a business transaction for purposes of 551 and grants summary judgment to Ridgewood on NPT's fraudulent nondisclosure claim against it. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. A.) ), In an email from months before the PSA was executed, November 21, 2016, Nanula emailed Brandon Collins at CGP, writing, The wild ideas the Board has about a master plan' for the North Course are probably way overblown, and we have huge capital needs in the clubhouse, HVAC, etc. (Doc. In Duquesne Light Co., the Third Circuit specifically enumerated the five circumstances in which a duty to speak arises under 551 (which again does not include the only source of information to the other party prong). No. In addition, the Gaines court did not hold that the plaintiffs in that case were parties to a transaction or involved in a business transactional relationship. No. (See Doc. As noted above, there is a difference between passive concealment, which involves mere nondisclosure or silence, and active concealment. Id. 117 at 16-17. (See Doc. No. They are not putting up any real capital at all here, and asked Cicero for his thoughts. 124-1 at 11.) Ultimately, NPT is upset that CGP may have gotten the better end of this business deal, which was based on real estate. Nanula assured Meyer that CGP would find the right people to get this land transaction done. (Id.) No. However, in Bucci, the court never analyzed the Restatement (Second) of Torts 551; rather, it mentions the Restatement only once, in passing, as part of a see also cite for when a duty to speak arises. ), The following day, July 23, NPT and PCC entered into an agreement of sale (AOS), pursuant to which PCC agreed to sell the Property to NPT for $12 million, assuming a yield of 162 lots. In other words, refund plans for resigned members are moving forward even with the sale of the country club. 2:23-CV-00344 | 2023-01-27. 149-1 at 19, 60, 64; Doc. 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. ), 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. But see id. A; Doc. The Court denies summary judgment to Ridgewood on Count VI (breach of contract). 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? 08-1386, 2018 WL 5033749, at *6 (D.N.J. ), In May 2015, PCC agreed to sell the Property to NVR, Inc., a homebuilder. Third, even though Silverman testified that his opinion would have changed had he known that Concert told Ridgewood to stay down, Silverman is but one vote. No. No. (See Doc. For the reasons that follow, the Court grants in part and denies in part the motions. 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. If you do not agree with these terms, then do not use our website and/or services. The evidence showed that Gnagey had discarded the abandoned tanks and the soil, and backfilled the excavated area without informing the Fund that it discovered the abandoned tanks; changed its invoicing procedure to the Fund after discovering the abandoned tanks; and issued three invoices to the Fund accompanied by photographs, narratives, and a chronology of daily work activities, all of which failed to document or disclose the abandoned tanks. Id. ), On November 30, Meyer emailed Nanula the contact information for NVR and NPT/Metropolitan as a potential developer Nanula could work with for developing the property. ), Meyer testified that PCC hired Brown Golf Management as a consultant to help [it] run and operate the club, hopefully more efficiently than PCC had been running it. (See, e.g., Doc. ), Meyer testified that he did not have extensive conversations with Ridgewood but that he would be the most knowledgeable on the conversations that did occur. 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. 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? A grant of summary judgment on the sole basis of absence of provable damages, therefore, is generally improper. No. Agreed Order is entered by the Court to simplify the discovery process. 3:14-cv-02404, 2017 WL 4540613, at *8 (M.D. 101-1 at 17 (citing case applying Pennsylvania law).) (Doc. ), L. Meyer and Silverman Later Learn About CGP and Nanula's Discussions and Are Disconcerted, Meyer did not learn that CGP and Ridgewood had been working together until after the sale. Decides not to Pursue a deal with NPT Order is entered by the Court 's prior at... 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