at 87.) 149-1 at 63; Doc. 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 . CC (describing CGP as a boutique private club owneroperator). No. No. No. 124-1 at 11-12. Cancellation and Refund Policy, Privacy Policy, and NPT also cites Meyer's testimony that certain information would not have sat well with [him], nor the members of the club. (Doc. (See Doc. (Doc. No. . Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. Pennsylvania. 100-29, Ex. No. To the contrary, the record shows that PCC was aware that CGP, a golf operator, would want to partner with a developer to develop the Property, that PCC's then-President had passed along the information for a potential developer, and that under the terms of the PSA, the second phase of capital improvement projects would occur only after the sale of the developed Property. Circuit Court Judge McHugh rules that the lawsuit can go forward while the appeal of the Class Action certification is pending. On 06/06/2016 Polge filed a Civil Right - Employment Discrimination lawsuit against Concert Golf Partners, LLC. 2:22-CV-00358 | 2022-01-27, U.S. District Courts | Civil Right | 20 to Ex. D at 29:13-22.) . 116-8, Ex. 149-1 at 48; see also Doc. AUGUSTA, Ga. (WJBF) The agreement to hold concerts at Lake Olmstead Stadium has hit a sour note. (I assume that the first $5MM or some negotiated portion of that money committed as additional CapX spend will probably satisfy the members.). (Id. W at 111:19-112:7. in order to deal with member capex obligations, which could go higher than the $5-6m, and last, splitting the remainder of the proceeds 60-40 (60% CGP, 40% Ridgewood). A (September 23, 2016 email from Plotnick to Meyer about wanting to discuss a potential relationship at Philmont); Doc. (See Doc. PCC was in a distressed financial situation and decided to sell a portion of its property (the Property) for residential development. (Doc. No. Plotnick testified that he spoke with Meyer that same day and that Meyer told him PCC was under contract to sell the Property. In addition, when Gnagey provided a site characterization report and remedial action plan to the Fund, it failed to describe or depict the eight abandoned tanks, rendering the report inaccurate under the Pennsylvania Department of Environmental Protection's regulations. (Id.) ), K. PCC Members Are Dissatisfied and Unhappy in the Years Following the Sale, In the years following the sale, many Club members resigned because they were displeased with how the deal panned out and how the Club changed. This portion of Silverman's testimony largely goes to his dissatisfaction with the Concert Defendants not doing what they promised to do under the terms of the PSA (i.e., that they did not intend to follow through with the PSA, even before the PSA was executed) and Nanula's lack of honesty: This portion of Meyer's testimony relates to the capital expenditures CGP promised to make (i.e., its contractual obligations). Section 551(2) outlines the five circumstances that give rise to a duty to disclose. . A. 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. 53 at 26-30; see also id. No. Relator does not, however, allege any active concealment or suppression on the part of Omnicare. No. (See Doc. Considering that this cost is a significant percentage of the overall purchase price of $170,000, and that it was necessary to perform the work to use the property, and resolving any doubt in favor of Appellants, we conclude that the existence of the sewer defect was a fact basic to the transaction.). No. ), 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. You will see. WebAbout Concert Golf Partners. Now it is just a matter of executing. (Id.) 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 . A: Potentially . No. NN at 262:10-21.) W at 45:13-48:17. 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. No. No. 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. . 100-28, Ex. 384, 387 (3d Cir. But it did not. (See, e.g., Doc. (Id. ; see also id. A: . As noted above, there is a difference between passive concealment, which involves mere nondisclosure or silence, and active concealment. Id. ), Fields forwarded Nanula's email to PCC's then-Treasurer, Sam Silverman. However, even applying that rule in this context, the Court finds that here, the omitted information is so obviously unimportant that reasonable minds could not differ on its materiality. Pa. 2009) (collecting cases); see also First United Bank & Tr. Specifically, some members stated that they were displeased with how the Concert Defendants fulfilled (or failed to fulfill) the terms of the PSA. Nanula concluded, If we can pull this off, we could get back some of our initial risk capital from future real estate proceeds - maybe zero, maybe never - and this prospect allows us to be interested in PCC. (Id., Ex. 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. Equal Employment Opportunity Act (EEOA) - 42 USC 2000e (See, e.g., 123-5, Ex. ), 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. ), On November 21, Plotnick emailed Nanula his thoughts on some deal points as well as a few tweaks to [the] deal structure. (Doc. 1.) (Id. Each side had the same ability to obtain an appraisal and understand the potential worth of the Property and Club. at 1265. No. No. No. Court issues its ruling saying that The Class did not present enough evidence to prove that PGCC breached its contract with the members of The Class. No. 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. No. (Id.) Nanula told Plotnick, however, that if a consensus was not reached, Meyer may come back to you, and ask for $7m instead of $5m. (Id.) No. In addition, Plotnick requested that Ridgewood receive a $10,000 monthly management fee (split according to the 60/40 investment) that would be capped at 24 months; the management fee would be a cost to both parties, and reimbursed with the costs in the first step of the waterfall. (Id. (See Doc. by concealment or other action intentionally prevents the other from acquiring material information. Restatement (Second) of Torts 550. "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. The fact of the matter is that PCC was distressed and in need of capital; that CGP and Ridgewood took advantage of PCC's financial woes does not make the Defendants' actions unlawful. ), At no point did the Concert Defendants inform PCC that they were in talks with Ridgewood and planned to paper the deal on the real estate opportunity. (See Doc. No. (Id. Defendants moved to dismiss the Complaint (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. A: . (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). (See Doc. No. Ct. 2005). The mere fact that Ridgewood showed interest in making an offer to PCC and followed up with telephone calls does not mean that they were parties to a transaction, whether business-related or not. Id. The AOS provided NPT with a 90-day due diligence period, during which time NPT had the right to terminate the AOS for any reason. W at 117:17-22; see also id. . The Judge immediately ruled in favor of PGCC and Concert on all counts and determined that The Class has no claims to present to a jury. ), 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. In their motions for summary judgment, Defendants argue that: As assignee, NPT asserts a fraud claim against the Concert Defendants, which arises out of affirmative misrepresentations CGP allegedly made to PCC concerning capital expenditures. Pa. Jul. (We would like for everything to be pro rata. No. That this deception was undiscoverable, regardless of [PCC's] efforts, yields a duty to disclose.).) No. The Tenth Circuit's logic in In re Rumsey Land Company, LLC applies with equal force as to Ridgewood. Nanula noted that Ridgewood had been talking to [the] Club about buying the 9 holes for $5-6m but they need a credible golf operator to sell the members on this and that he told them to back off completely so I can buy the whole Club and then deal them in as our real estate partner. (Id.) 8:19-CV-02344 | 2019-09-20, U.S. District Courts | Other | (See id. O.) 100-35, Ex. And the only two cases cited by Plaintiff and Defendants are not particularly analogous. A (said email exchange).) Why is this public record being published online? ), Cicero agreed that the return Ridgewood would receive under the proposal seems awfully high instead of just some set fee that is relatively nominal. (Id.) It will be paid in installments as summarized below but 100% of the money is guaranteed with no contingencies on Township approvals or environmental issues. Rumsey identifies no other interaction with RLH that would constitute a business transaction. Id. 2:18-CV-05122 | 2018-11-28, U.S. District Courts | Civil Right | Theyre suing both PGCC and Concert Plantation LLC, a subsidiary of Concert Golf Partners that purchased PGCC in 2019. In sum, the Court finds that the Ridgewood Defendants were not parties to a business transaction under 551 or parties to a transaction under 550, and, therefore, we grant summary judgment in their favor on Counts II and III. A (Meyer's December 20, 2016 email to Silverman forwarding NPT's revised proposal, stating, Hot off the press. 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. (Doc. (See id. . 116 at 26.) (Upon the sale of the fully entitled redeveloped portion of the property to a homebuilder, the waterfall will be as follows: -First, 50/50 to Ridgewood to repay the actual Approval Costs expended, -Second, 100% to Concert for the next $5MM of proceeds, -Last, 50/50 to Concert and Ridgewood for all additional proceeds.). (Doc. The family of the late Kobe Bryant has agreed to a $28.5 million settlement with Los Angeles County to resolve the remaining claims in a lawsuit over deputies and No. . 116 at 26 (quoting Parasco v. Pac. 59.). However, Meyer also testified had he known that Nanula was speaking with another potential buyer to not continue to approach PCC, that information would have been disconcerting to him. 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. PCC did not suggest any capital improvements be made different from those described in the November 1 proposal. 124-1 at 44.) They are not putting up any real capital at all here, and asked Cicero for his thoughts. Attached to the PSA are exhibits that delineate the capital improvement projects to be undertaken. 100-8, Ex. 9 to Ex. Meyer was also a Certified Public Accountant and a Certified Financial Planner. 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 . 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.).) In response, Nanula explained that PCC had two choices: (1) they could either get the full proceeds of the sale of the Property, if a sale ever even occurred, and bear all the risks and costs during the process or (2) allow CGP to rescue and fix the club now without taking any risk or bearing any cost at all. (Id.) 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. (July 19, 2022 Hr'g Tr. 2 Forwarded To: Counsel on 12/31/2018 (ahf) (Entered: 12/31/2018), (#1) COMPLAINT against CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC ( Filing fee $ 400 receipt number 0313-13254330. A (Given these benefits and the operational and management obstacles we continue to experience, the Board of Directors is pursuing a transaction with [CGP]); Id. No. . PCC, NVR, and NPT met the next day, September 7, to discuss these issues. at 198:3-199:1.). ), Under the AOS, the purchase price for the Property was based on a per unit yield; the AOS contemplated a minimum yield of 150 units. The hearing and the trial will move ahead as scheduled. However,board members changed the redemption formula in the bylaws against attorney advice. There is scant case law on what constitutes a party to a transaction under 550 and a business transaction between parties under 551. (Id. ), At the suggestion of PCC, the Concert Defendants also had brief communications with developer, NPT/Metropolitan, around this same time frame. 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. Pennsylvania has adopted the Restatement (Second) of Torts 550, which imposes liability for intentional concealment of material information regardless of a duty to disclose.). We promised members $5m of Phase 2 capex, which will be more like $4.5m. On September 19, Nanula requested any and all details on the pending NVR deal for the South Course acreage. (Id.) (Doc. 100-5, Ex. (Id.) The new amount is a fraction of the refund resigned members are entitled to at the time of resignation. at 2 (stating that Concert Philmont LLC would establish and operate the Club); see also Doc. (Id. However, the Court dismissed the only cause of action asserted against those entities-civil conspiracy, so they are no longer Defendants in this action. 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 . 100-29, Ex. (See Doc. A (agreement between NPT and PCC, stating that the land to be sold is comprised of approximately 61.60 gross acres); id., Ex. No. at 36:20-37:13; see also id. 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. . 100-5, Ex. In a later email, he also attached a much more likely-and more detailed-list of our initial capital projects at Philmont CC, which were [n]ot to be shared with [opposing counsel] or Seller. (Id. See Williams v. Hilton Grp. at 86). 16 to Ex. 116 at 29 (citing Ex. 100-5, Ex. NPT, individually and as PCC's assignee, asserted claims for fraud, breach of contract, conspiracy, and violations of federal antitrust law. 100-5, Ex. 13 to Ex. PCC's property included two 18-hole golf courses (the North Course and the South Course), which spanned approximately 296 acres of land. 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. The Tenth Circuit affirmed summary judgment for RLH on the 551 claim, holding that RLH was not a party to a business transaction under 551. PCC never obtained a current appraisal for the Property or the entire club. Those cases arose in different contexts. He wanted to explore how we could give the club 100% of all our real estate proceeds . Pa. 2014 (collecting cases); CRS Auto Parts, Inc. v. Nat'l Grange Mut. 20 to Ex. DD at 5.5(k). Co. v. Pittsburgh & W.Va. R.R. Gnagey Gas & Oil Co., Inc. v. Pennsylvania Underground Storage Tank Indemnification Fund illustrates the type of conduct that constitutes active concealment. 5 (September 16, 2014 email in which Nanula wrote, Spoke to Glenn Meyer. 18 to Ex. Nanula responded, Yes, but this firm is in advanced talks with club president about buying this 35 acre parcel from the club . (Doc. (Id. As such, the Court finds that 551(2)(b) did not impose a duty to disclose on the Concert Defendants. at 40:16-42:21 (Q: So given that, given your goal of maximizing return, if two potential bidders are - if they are talking with one another about their offers, would you agree that by doing that they are interfering with your goal to maximize the return for the members? WebImpact Investing. (Id. No. (Doc. Ins. 100-24, Ex. 20-6127, 2021 WL 6106423, at *1, *5 (E.D. (Doc. 100-28, Ex. 100-5, Ex. 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.) 116-14, Ex. A.) No. (See, e.g., Doc. In other words, CGP would not be purchasing Philmont Club directly. 100, 101.) Refund amounts are based on the current Bylaws when the members resignation occurs. No. (Id. 5 to Ex. (Doc. If you do not agree with these terms, then do not use our website and/or services. . . A.) According to the June 4th, 2013 PGCC legal committee meeting minutes, board and staff members question attorneys about the equity membership refunds. 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. It is clear that NPT believes it has been wronged. . 100-28, Ex. 12-6179 (JBC), 2014 WL 3578748, at *7 (D.N.J. No. PGCC and Concert file their reply objecting to the request for rehearing by The Class. (Id. Plotnick and Meyer spoke on the phone on October 5, October 10, and October 13. Nos. Litig., 90 F.3d 696, 714 (3d Cir. 100-5, Ex. (Doc. 125-3, Ex. at 62:1-10 ([The Court]: Do you have a case that shows Concert and Ridgewood couldn't do what they did; in other words, two companies can't make plans to acquire a company together unbeknownst to the seller? 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. Co., 106 A.3d 48, 68 (Pa. 2014) (explaining that the nature of the duty alleged to have been breached . The Court is not persuaded that the Concert Defendants' behavior shocks the conscience or that the Concert Defendants trapped PCC into a deal, the substance of which it was unaware. (Doc. No. In fact, during oral argument, NPT could not identify a case providing that two companies cannot make plans to acquire a company together, unbeknownst to the seller. 100 28, Ex. 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. Concert Golf Partners ("Concert Golf," "CGP" or the "Company") announced today that it has received an investment from Clearlake Capital Group, L.P. (together with its affiliates, "Clearlake"). X at 67:11-13; see also id. X at 65:20-66:21. Because NPT was unable to terminate the AOS with PCC without NVR's written consent, it asked NVR to determine whether it would consent or whether it would prefer for NPT to assign the AOS to NVR. 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