concert golf partners lawsuit
A, #3 & #5.) Landsberg lodged a similar complaint. (See Doc. No. 100-6, Ex. Id. A (agreement between NPT and PCC, stating that the land to be sold is comprised of approximately 61.60 gross acres); id., Ex. 11-5676, 2015 WL 4597970, at *11 (E.D. J.) MM at 187:23-188:1.) 21 to Ex. Therefore, the Concert Defendants' motion for summary judgment is denied as to this argument. No. O.) Id. (Doc. Next, we dismissed the antitrust claims because NPT failed to establish an unreasonable restraint of trade. 149-1 at 83; see also Doc. 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. 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. A (Sent Glenn a proposal yesterday . 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. Meyer was also a Certified Public Accountant and a Certified Financial Planner. And, the Court is even less persuaded by NPT's contention that Meyer's testimony that the Defendants' relationship was disconcerting shows that relationship went to the essence of the transaction. the club still may have moved forward given the situation it was in. (Id. at 118:3-9. 8:19-CV-02344 | 2019-09-20, U.S. District Courts | Other | 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). 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. No. ), Following Plotnick and Meyer's October 10 phone call, Nanula had a 42-minute conversation with Plotnick. No. In its response, NPT entirely fails to address the Concert Defendants' argument that CGP and Nanula were not parties to a transaction. No. 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. A [Meyer]: Uhm, I don't recall, but it was a significant time frame after we completed the sale.).) 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. 2 to Ex. (See Doc. Financial terms of the transaction were not disclosed. (July 19, 2022 Hr'g Tr. Uhm, so it's - it just hasn't been, you know, first-rate execution along the way). (See Doc. 100-29, Ex. We are in need of more than capital funding. (See id. (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. He said they were working on a deal with a RE developer, and could not do anything else right now. . M; accord id. They are not putting up any real capital at all here, and asked Cicero for his thoughts. at 17)-i.e., after CGP and Nanula's initial November 1, 2016 proposal to acquire the Club and after Philmont's Executive Board voted to approve the PSA (id. Viewing the facts in the light most favorable to NPT, the Court will not consider whether there was a $5 million informal offer for the nine-hole Property, as NPT contends the Court must infer that Meyer did not make an offer since he failed to mention it in 2018. A.) ), NPT also misstates the Court's prior Memorandum when it posits, The Court has similarly observed that the gist of the action doctrine does not bar fraud claims where the defendant never intended to keep its promise to do something in the future. (Doc. at 25:24-26:22 (Q: Would you have recommended that sale if you knew that Ridgewood had an interest in making an offer to Philmont, but refrained from doing so based on what Concert Golf - Concert saying they could get a better deal, would you still have recommended that deal? (Doc. 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. Call Us Now or Fill Out a Form Below. 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. No. (Doc. The only duty that defendants allegedly breached involved a breach of a duty enshrined in the Purchase Agreement-namely, the non-compete clause.); see also Shoemaker v. HedgeCoVest LLC, Civ. . Fraudulent Concealment and Fraudulent Nondisclosure Claims, In Counts II and III, NPT, as PCC's assignee, asserts fraudulent concealment and fraudulent nondisclosure claims against all Defendants under Restatement (Second) of Torts 550 and 551, alleging that the Concert and Ridgewood Defendants failed to disclose that they were working together and actively concealed their relationship. . ), The agreed-upon Initial Capital Projects consisted of: renovating the men's and women's locker rooms so that they met a modern country club standard; improving the North Course bunker, cart path, greens, and drainage and removing trees; renovating the pool and pool area; and upgrading the HVAC infrastructure. 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.). (Id. 100-5, Ex. ), Fields forwarded Nanula's email to PCC's then-Treasurer, Sam Silverman. 37 to Ex. Nanula's math show[ed] that with this division Ridgewood still makes 7-14x your invested capital in any reasonable scenario. (Id.) No. 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. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. (Doc. 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. NPT must set forth more than a mere scintilla of evidence to survive summary judgment, and it has not. 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. ), On October 21, Plotnick emailed Nanula [his] initial thoughts to a structure of a deal between CGP and Ridgewood at PCC. No. (Doc. 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. Ins. 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 . 5 to Ex. . In re Rumsey Land Company, LLC is instructive as to whether the Ridgewood Defendants were parties to a business transaction under 551. No. D at 29:13-22.) at 22.) . ; see also id. 116-13, Ex. (Doc. (Doc. There is no evidence that PCC seriously considered NPT's revised proposal, which outlined two different options. ), Restatement (Second) of Torts 551, cmt. (Id. mctlawis a federally registered trademark. (See id. No. 125-3, Ex. Nanula wrote, If so, great - we will move ahead on our club deal, and start working with you on the real estate deal. (Id.) . Pa. 2004) (finding no duty to speak to the public at large). (See, e.g., 123-5, Ex. ), 3. Judge issues Order denying the rehearing requested by The Class. The Tenth Circuit's logic in In re Rumsey Land Company, LLC applies with equal force as to Ridgewood. Corp., 66 F.3d 604 (3d Cir. A grant of summary judgment on the sole basis of absence of provable damages, therefore, is generally improper. No. 149-1 at 158; Doc. Accord id. Nanula also stated that Ridgewood's proposal juices our normal deal returns nicely. (Id.) Nanula also stated that he would work on a preliminary proposal to share [that] week. (Id.) 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. (Doc. 149-1 at 37; Doc. See Restatement (Second) of Torts 551(2)(a)-(e). And, even to the extent that a statement about the mere intent to make an offer (i.e., a promise to make a promise) is a partial or ambiguous statement, as NPT posits, the Ridgewood Defendants are the ones who purportedly made this statement to PCC-not the Concert Defendants. For many members, the refund amount was 80% of the equity membership fee in effect on the effective date of resignation. ), 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. Theyre suing both PGCC and Concert Plantation LLC, a subsidiary of Concert Golf Partners that purchased PGCC in 2019. No. No. (Doc. In their motions for summary judgment, Defendants argue that the 550 and 551 claims should be dismissed because the Concert and Ridgewood Defendants were not parties to a transaction with PCC; Defendants did not owe PCC a duty to speak and therefore a fraudulent nondisclosure claim cannot lie under 551; and NPT has failed to produce evidence showing active concealment under 550. (KARPF, ARI) (Entered: 12/31/2018). 17 to Ex. Viewing the facts in the light most favorable to NPT and drawing all inferences in NPT's favor, the Court infers from the fact that Plotnick and Meyer had several phone calls in October 2016 that there were ongoing discussions about Ridgewood's interest in purchasing a portion of the Property or the entire club. 116 at 29.) P.) The following day, on December 1, Stallone sent Nanula the draft of the text amendment he presented to Lower Moreland Township's Board of Supervisors at its September meeting related to zoning. Between 500 and 700 resigned members may be part of this class action. On October 3, 2016, Meyer informed Nanula that the AOS had been terminated and that PCC was considering its options for moving forward. 116-10, Ex. 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.) Pennsylvania. . ), Ridgewood Philmont, LLC is a special-purpose entity created by Ridgewood for the sole purpose of entering into the DSA with Concert Philmont. United States District Court, E.D. No. Defendants file a Motion for Summary Judgment requesting that the Court decide the entire case based on the evidence without the need for trial. No. 100-15, Ex. 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. 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. Please Update this case to get latest docket information. 100-43, Ex. 116-19, Ex. And the best part of all, documents in their CrowdSourced Library are FREE! at 1, 88. Accordingly, the Court now turns to the Concert Defendants' remaining arguments on these Counts: first, we consider whether there was a duty to disclose, giving rise to a fraudulent nondisclosure claim under 551, and second, we consider whether there are sufficient facts to show that the Concert Defendants actively concealed their relationship with Ridgewood from Defendants and that their relationship was material to the transaction, giving rise to a fraudulent concealment claim under 550. 124-1 at 9; Doc. at 28. No. . 124-1 at 7. 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concert golf partners lawsuit