100-5, Ex. 2018) (rejecting the plaintiff's argument that the need for chloride-free insulation to reduce the risk of corrosion was basic to the plaintiff's agreement to purchase crystallizer tanks from the defendant and finding that although the facts were important, they were not necessarily basic). Circuit Court Judge McHugh rules that the lawsuit can go forward while the appeal of the Class Action certification is pending. No. (Doc. No. Final Judgment entered in favor of PGCC and Concert Plantation. Underground Storage Tank Indemnification Fund, 82 A.3d 485, 501 (Pa. Cmw. Citing to comment l to 551, NPT argues that the Concert Defendants' behavior amounted to swindling. A [Meyer]: Uhm, I don't recall, but it was a significant time frame after we completed the sale.).) 101-1 at 6 n.2, 17.) ), 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. 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? No. We disagree. (emphasis added). We are in need of more than capital funding. A.) No. 125-5, Ex. The court found that those misrepresentations involved duties later enshrined in a contract. Id. (See id. 100-18, Ex. 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. No. NPT must set forth more than a mere scintilla of evidence to survive summary judgment, and it has not. The Class files its response opposing any continuation or delay, Hearing before Magistrate Bailey regarding numerous requests for documents, Deposition of Class Representative A. Anderson. A.) . No. Corp. USA, Inc. v. Am. A (We have to assume no real estate transaction might ever be possible, due to the environmental remediation vagaries and cost; the extensive infrastructure costs for the Philmont Ave. intersection project; and the Town approval uncertainties.).) Hearing on PGCCs motion that the Court decide the entire case (all claims by the The Class) without a trial. Nos. See Leprino Foods Co. v. DCI, Inc., 727 Fed.Appx. (Doc. 6:18-CV-01685 | 2018-10-09, U.S. District Courts | Other | No. S.) Katz responded, The previous offer was 12,000,000. (Doc. 384, 387 (3d Cir. No. PCC, NVR, and NPT met the next day, September 7, to discuss these issues. (Doc. No. 124-1 at 8; Doc. NN at 267:21-268:1. ), M. The Limited Assignment Agreement Between PCC and NPT, On March 3, 2017, NPT initiated a lawsuit against CGP and PCC in the Montgomery County Pennsylvania Court of Common Pleas (Case No. 1995) to support its duty to speak test. 149-1 at 38; see also Doc. 100-5, Ex. But no reasonable juror could find from these facts that Ridgewood was a party to a business transaction. (See Doc. At first, PCC agreed to sell the Property to Toll Brothers, but Toll Brothers terminated that agreement in July 2014. According to Meyer, given that PCC had been negotiating for quite a while, the fact that the two firms [PCC] had agreed to work with were really not on the same page and not getting along very well caused [him] to question whether or not this was something that [PCC] wanted to proceed. (Id. (Doc. The due diligence period was extended until September 29, 2016 through a series of eight amendments to the AOS. This underscores the fact that Meyer and PCC understood CGP, a golf hospitality firm, would be working with a developer. 101-1 at 11.) No. (Id. 116 at 18 (citing Doc. 13 to Ex. 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? 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. 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. Rumsey Land Company (Rumsey) owned a property, and when Rumsey filed for bankruptcy, Resource Land Holdings, LLC (RLH) offered to purchase the property. (emphasis added).) No. 116 at 25 (addressing only whether there was a business relationship between PCC and CGP/Nanula, as they were discussing a business transaction, not whether CGP and Nanula were parties to the business transaction).) No. 21 to Ex. 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.) Here, NPT alleges that the Concert Defendants fraudulently induced PCC to enter into the PSA by falsely representing to PCC during negotiations that it would engage in certain capital improvement projects and that it would make $4 million in initial capital improvements upon acquiring PCC and another $5 million in capital improvements upon the sale of the Property. 100-25, Ex. 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. (See Doc. Co., 106 A.3d 48, 68 (Pa. 2014) (explaining that the nature of the duty alleged to have been breached . No. 100-8, Ex. WebConcert Golf Partners is a boutique owner-operator of private clubs based in Newport Beach, Calif. A: . Where, as here, the precontractual statements that form the basis for the fraudulent inducement claim concern specific duties that are later outlined in the contract, courts in this Circuit routinely dismiss the claims as sounding in contract and thus barred by the gist of the action doctrine. ), CGP is involved in the golf club industry. No. The Court denies summary judgment to Ridgewood on Count VI (breach of contract). (Doc. ), Ridgewood. U at 62:16-63:19.) A copy of the meeting notes is available by clicking on the document to the right. No. 17 to Ex. A (September 23, 2016 email from Plotnick to Meyer about wanting to discuss a potential relationship at Philmont); Doc. (Doc. (See, e.g., Doc. 100-5, Ex. Those cases arose in different contexts. 125-4, Ex. W at 113:4-9 (Q: When did you first learn that Ridgewood had become involved with Concert Golf? & PowerReit, No. 100-28, Ex. 11 to Ex. No. (See Doc. NPT failed to cite a single case supporting its position that CGP and Ridgewood's relationship was basic to the transaction. No. On November 30, 2016, after learning that CGP had an interest in acquiring Philmont Club, Marty Stallone, an Executive Vice President at Metropolitan, sent Nanula the AOS between NPT and PCC, along with the Eighth Amendment. (Doc. No. No. 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. A: Possibly. (emphases added)).) Please Update this case to get latest docket information. In its response brief, NPT summarily asserts, without citation, The evidence clearly shows that the Defendants concealed their relationship and that concealment was material to the transaction at hand. (See Doc. No. Presently before the Court are the Ridgewood Defendants' and the Concert Defendants' motions for summary judgment. 53 at 53 (Because CGP and Nanula were not parties to the PSA, the integration clause does not apply to them and NPT's fraud claims against them survive the motion to dismiss.)), courts have stated that an individual can be a party to a transaction for purposes of 550 and 551 liability even if they were not a party to the contract itself. See Church Mut. Meyer testified that he told Nanula he understood Nanula's rationale. No. No. 28, 2018) (A party' is defined as someone who takes part in a transaction.' 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. 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. 17-cv-00209-RM-NYW, 2015 WL 1517022, at *4 (D. Colo. Mar. A, #3 & #5.) Plantation refund lawsuit expands to 54 plaintiffs Earle Kimel earle.kimel@heraldtribune.com 0:00 1:33 SARASOTA COUNTY A lawsuit against 5:23-CV-00394 | 2023-01-31, U.S. District Courts | Civil Right | No. In Counts IV and V, NPT, as assignee, brings twin aiding and abetting fraud claims against the Concert Defendants (Count IV) and the Ridgewood Defendants (Count V). A (executed copy of a September 29, 2016 confidentiality agreement between Ridgewood and PCC).) K.), NPT cites an unsigned Third Amendment to the LPA, which was circulated on September 26, to support its assertion that NPT and NVR eventually did come to an understanding. (See Doc. (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)). 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.). 100-38, Exhibit GG.) 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). 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 decision [to resign]. (emphasis added)); id. 100-5, Ex. (Doc. United States District Court, E.D. NPT primarily sought these extensions to sort out the unit yield issue but also needed to resolve certain environmental issues prior to any development of the Property. No. So getting them to back off to a small fee will be difficult. (Id. 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. 5 to Ex. ), 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. No. No. No. . 100-28, Ex. at 91:2-8. 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. the capital investments being implemented with regard to the two required capital phases under our Agreement of Sale . ), About two years prior, in late 2014, Plotnick emailed Meyer to see whether PCC was interested in discussing a potential transaction with Ridgewood. 100-5, Ex. No. (KARPF, ARI) (Entered: 01/14/2019), Docket(#2) NOTICE of Appearance by DAVID KORSEN on behalf of JAMES STEVENS (KORSEN, DAVID) (Entered: 01/07/2019), DocketDEMAND for Trial by Jury by JAMES STEVENS. First, the resignation emails do not show that PCC members would have voted against the sale of the Club to CGP had they known of Ridgewood and CGP's relationship and the profits the Defendants stood to gain as a result of the deal. Deposition of Class Representative P. McGowan, Deposition of former PGCC Club Manager J. Leinaweaver. (If the facts of a particular claim establish that the duty breached is one created by the parties by the terms of their contract . 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. ), Age Discrimination in Employment Act (ADEA) - 29 USC 621-634 . No. The first occurs when the defendant actively conceals a defect or other disadvantage in something that he is offering for sale to another. Id. . Concert Golf Partners inherited the suit when it purchased the club in January 2019. A (I thought it would be proper' for us to advise Tom [King with NVR] that we are going to let the agreement expire in some manner.). There is no evidence that PCC seriously considered NPT's revised proposal, which outlined two different options. 2 to Ex. In examining the motion, we must draw all reasonable inferences in the nonmovant's favor. In addition, NPT argues that there is a duty to disclose because Defendants were the only source of the information. & Cas. But that information related to the amount of money CGP intended to spend on capital expenditures, not Ridgewood and CGP's relationship. No. . That's because she . S.) Stallone stated, Yes, but that was with all the environmental and zoning contingencies that you said the club was no longer interested in accepting. (Id.) (KARPF, ARI) (Entered: 12/31/2018). No. Imposition of liability for fraudulent concealment is commonly applied in two types of situations, although it is not limited to them. Restatement (Second) of Torts 550, cmt. Notably, Defendants fail to cite any applicable case law to support their position.).). . 1996)).) Metropolitan Development Group (Metropolitan) is a land development business (see id. 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. 124-1 at 11-12. 100, 101.) 100-35 at 25-27.) Their group is an all-cash investor in See Toledo Mack Sales & Serv., Inc., 530 F.3d at 229; eToll, Inc., 811 A.2d at 14 (cleaned up); see also Bruno v. Erie Ins. W 54:10-54:22 (Q: [I]f you knew that Mr. Nanula was promising to spend $5 million . 124-1 at 7. Corp., Civil Action No. (Id. 149-1 at 30-31.) that wouldn't have sat well with me, nor the members of the club.).) But the only relevant question here is what facts PCC-not NPT-would have considered basic to the transaction. (Doc. Celotex, 477 U.S. at 323. A. Plotnick and Meyer spoke on the phone on October 5, October 10, and October 13. (Id. 9; Doc. at 17.) See Restatement (Second) of Torts 551(2)(a)-(e). D at 27:21-29:16.) The Class asks the court to help simplify discovery, Deposition of Class Representative C. Holloway, Court issues Order setting expert report deadlines. (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. No. . 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. No. Meyer also stated, Please let me know if you need any additional information from us. (Id.) T at 6; see also id. Concert Golf Partners will not require residents to be club members. Grp., Inc., 667 F.Supp.2d 443, 450 (M.D. 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. 29, 2016 through a series of eight amendments to the two required capital phases under our agreement Sale. 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