concert golf partners lawsuit

(Doc. 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. 100-5, Ex. Where the record taken as a whole could not lead a rational trier of fact to find for the non-moving party, there is no genuine issue for trial. No. (ahf) (Entered: 12/31/2018), Summons Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC. (Doc. WebConcert Golf Partners is a boutique owner-operator of private clubs based in Newport Beach, Calif. (Doc. (See id. . However, in 2021, Meyer testified that in or around September 2016, Ridgewood made an informal offer for $5 million for the nine-hole Property. NPT insists that Ridgewood did not make an informal offer for $5 million, despite Meyer's testimony in 2021 that such an offer was made. But see id. The case status is Not Classified By Court. 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. (Id. So getting them to back off to a small fee will be difficult. (Id. at 30:16-31:10 (stating that Meyer's 2018 and 2021 deposition testimonies were contradictory and that in 2021, Meyer was mistaken).) 116, 117.) We have an experienced commercial litigation team ready to help you. & Cas. According to the June 4th, 2013 PGCC legal committee meeting minutes, board and staff members question attorneys about the equity membership refunds. Citing to comment l to 551, NPT argues that the Concert Defendants' behavior amounted to swindling. If PCC wanted to drive a harder bargain, it could have gotten an appraisal and tried to negotiate further and/or tried to attract other buyers. Not interested. (Doc. 100-28, Ex. 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. at 79-80; id. (Id. (See Doc. T at 6; see also id. No. NPT conflates the Court's rulings on whether the fraud claim arose under the PSA (the context in which the Court discussed the gist of the action doctrine) and whether NPT can state a fraud claim when alleging fraud in connection with future promises. at 36:20-39. No. 100-8, Ex. See Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). Attorneys at mctlaw believe you deserve the amount originally and contractually promised when you purchased an equity membership. (Id.) No. No. However, the amount of money the club saves from lowering refund amounts greatly outweighs the amount they have to pay in a few lawsuits over the refunds. 3 to Ex. (See Doc. Recently paid refunds are NOWHERE NEAR the originally promised 80%. No. The Class files its Answer Brief to the brief filed by PGCC and Concert Plantation appealing Class Certification. 100-29, Ex. 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. No. For the reasons that follow, the Court grants in part and denies in part the motions. (only citing SOF, 202, which in turn cites to an internal Concert email (Doc. ' (citing Bucci, 591 F.Supp.2d at 783) (emphasis added).) 100-5, Ex. 20 to Ex. 17 to Ex. But this is not an enumerated circumstance that gives rise to a duty to disclose under the Restatement. (July 19, 2022 Hr'g Tr. 100-5, Ex. j, illustration 3 (A sells to B a dwelling house, without disclosing to B the fact that the house is riddled with termites. at 2-3 (The primary motivation behind my resignation has been Concert Golf's refusal to respond to my repeated requests (i) to confirm in writing . 124-1 at 29. 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. Nos. 5 to Ex. No. July 18, 2014) (The New Jersey Supreme Court has held that proof of actual damages is not necessary to survive summary judgment on a breach of contract claim: the general rule is that whenever there is a breach of contract . Concert Golf offers a personalized and curated approach to partnership and operates 27 private golf and country clubs nationally, including former developer-owned clubs and longtime member-owned clubs. A (September 28, 2016 email from Michael Tulio, then-Vice President of Land Acquisition at Metropolitan, stating, I'm willing to post a deposit of 750K to show our commitment and when the zoning portion is approved and the appeal period passes I will release to the club 375K, then after the Environmental release the balance making it fully non refundable and for the club to use as they see fit. Consequently, the minutes of this meeting proves the board members and legal committee were aware of the Self Serving Business Practices in use when changing redemption bylaws without consent. (See Doc. No. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, (Doc. See Bucci, 591 F.Supp.2d at 783. ), This is consistent with Meyer's 2021 testimony that Ridgewood informally offered $5 million for the Property. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. Plotnick and Meyer spoke on the phone on October 5, October 10, and October 13. Nos. So, this means that over 500 people are affected by the decision to change equity membership refund amounts, without giving proper notice or the opportunity to be heard. 53 at 53 (Under Pennsylvania law, a duty to speak exists only in limited circumstances,' such as (1) when there is a fiduciary, or confidential, relationship between the parties'; (2) where one party is the only source of information to the other party or the problems are not discoverable by other reasonable means; (3) when disclosure is necessary to prevent an ambiguous or partial statement from being misleading'; (4) where subsequently acquired knowledge makes a previous representation false'; or (5) where the undisclosed fact is basic to the transaction. ), On October 21, Plotnick emailed Nanula [his] initial thoughts to a structure of a deal between CGP and Ridgewood at PCC. A does not disclose to B the fact that no highway is actually planned. at 22.) Nanula told Meyer no; about $5m is all we could afford to plow back, given that CGP is taking the risk in this scenario, not the club. (Id.) 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? 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. 2:23-CV-00344 | 2023-01-27. 100-28, Ex. at 150:5-11. (See, e.g., Doc. See In re Rumsey Land Co., LLC, 944 F.3d at 1273 n.9 (Although contractual partners qualify as parties to a business transaction, a contractual relationship is not required under 551(2)(b).); Church Mut. No. But see id. (Id. (Id. (Id. 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. Corp. USA, Inc. v. Am. It appears that this was the basis for the Bucci court's test-not the Restatement directly. [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.).). Stallone, who knew of CGP's proposal, responded by comparing NPT's offer of a guaranteed $5 million for the Property to CGP's proposal: [I]f the club accepts the offer on the table from Center [sic] Golf, it only gets $5 million for the same land and that $5 million is at risk with contingencies. (Id. 149-1 at 204. Although RLH made an initial offer to purchase Rumsey's land and later placed an unsuccessful stalking horse bid on the property, RLH did not contract to buy anything from Rumsey. at 682-83. PCC did not suggest any capital improvements be made different from those described in the November 1 proposal. No. 14 to Ex. 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. Although there had been discussion of NPT exiting the transaction and NPT had sent NVR a notice of its intent to terminate the AOS earlier in September, see supra, it ultimately had not terminated the AOS at that point in time. 2:22-CV-00358 | 2022-01-27, U.S. District Courts | Civil Right | NPT wrote, As a result of the identified changes, and in a mutual attempt to keep this deal alive, we both attended a meeting with representatives of the Seller [the September 7 meeting]. Nanula's math show[ed] that with this division Ridgewood still makes 7-14x your invested capital in any reasonable scenario. (Id.) 116 at 26.) 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. ), The Initial Capital Projects and Phase II Capital Projects delineated in the PSA's exhibits are identical to the capital improvement projects outlined in CGP's November 1, 2016 proposal to PCC, with one exception: moving and constructing a new maintenance facility was not part of the original proposal. 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.) (Id. 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. Why is this public record being published online? at 188:2-12. 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. 1:21-CV-00455 | 2021-05-21, U.S. District Courts | Civil Right | No. 22 to Ex. Ct. 2002)). No. (See id. Ideal Dairy Farms, Inc. v. John Labatt, Ltd., 90 F.3d 737, 744 (3d Cir. Filing 1 COMPLAINT against CONCERT GOLF PARTNERS, LLC, CONCERT PHILMONT PROPERTIES, LLC, CONCERT PHILMONT, LLC, JONATHAN 647, 654 (E.D. An ad blocker has A: It - it might have. at 45:23-47:2. (Doc. 149-1 at 63; Doc. Plotnick also emailed Meyer in 2015 and 2016. (emphasis added).) No. No. ), Fields forwarded Nanula's email to PCC's then-Treasurer, Sam Silverman. 116-14, Ex. The Kabelins invested significantly more than $1,200 in the golf club. (Doc. ' Toledo Mack Sales & Serv., Inc. v. Mack Trucks, Inc., 530 F.3d 204, 229 (3d Cir. a. 384, 387 (3d Cir. 149-1 at 19, 60, 64; Doc. No. j (emphases added); see also Schutter, 2008 WL 2502132, at *6; Youndt, 868 A.2d at 551. (Doc. The non-moving party must show more than the mere existence of a scintilla of evidence in support of its position. 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. No. . at 27 (At this stage in the litigation, the Court is not persuaded by Defendants' contention that the fraud claims arise under the PSA. 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.).) (Id. The Class files their Motion for Partial Summary Judgment to have the Court decide their claim for breach of contract and other issues. M; accord id. No. Pennsylvania has adopted the Restatement (Second) of Torts 550, which imposes liability for intentional concealment of material information regardless of a duty to disclose.). at 10), and it had a relationship with NPT. 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. No. Board members and staff made the decision to change the bylaws, knowing it would harm the resigned members. 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.). 2004) ([W]e hold that the District Court did not err in concluding that the doctrine barred Williams's claims against Ross, as well as his claims against Ladbrokes. ), That same day, Meyer sent a letter to PCC's membership, informing them of the terms of CGP's proposal. . Plotnick also suggested that Nanula get feedback from Meyer and PCC's Board before putting their agreement in writing. is the critical determinative factor in determining whether the claim is truly one in tort, or for breach of contract); id. (Id. 6:18-CV-01685 | 2018-10-09, U.S. District Courts | Other | (Doc. at 35-47.). We promised members $5m of Phase 2 capex, which will be more like $4.5m. As NPT notes, Pennsylvania's model jury instructions provide that a fact is material if it. (Doc. Silverman's testimony that he would not have voted to approve the PSA had he known of Ridgewood and CGP's relationship may show that that fact is important and Silverman wished he had known it, but it does not show that the fact is basic to the transaction. No. 8:19-CV-02344 | 2019-09-20, U.S. District Courts | Other | 116-2 at 202 (In discussing the component of the Defendants' agreement that yields a $7 million allocation for the Property, Mr. Nanula wrote to his associates: Next $7m to CGP for land. 149-1 at 83; see also Doc. That same day, Stallone also sent Nanula NPT's sketch plan for the Property, which had been prepared by NPT's engineer. . 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? This field is for validation purposes and should be left unchanged. 149-1 at 37.) 101-1 at 6 n.2, 17.) Concert Golf Partners inherited the suit when it purchased the club in January 2019. No. 5 (September 16, 2014 email in which Nanula wrote, Spoke to Glenn Meyer. This is a fact basic to the transaction.) with id., illustration 4 (A sells to B a dwelling house, knowing that B is acting in the mistaken belief that a highway is planned that will pass near the land and enhance its value. We disagree. No. PCC, NVR, and NPT met the next day, September 7, to discuss these issues. A copy of the meeting notes is available by clicking on the document to the right. (See, e.g., Doc. No. Nanula told Meyer that he would be willing to commit to funding and completing a series of capital projects that the board wanted to get done that was on the order of $4 million. (Doc. 100-5, Ex. Not interested.).) . ), On August 26, 2021, NPT filed an Amended Complaint. 944 F.3d 1259 (10th Cir. No. 149-1 at 169. But neither this assertion-nor the single citation to the record that follows-evidence active concealment of material information. 8:20-CV-01139 | 2020-05-15, U.S. District Courts | Labor | Presently before the Court are Defendants' motions for summary judgment. (July 19, 2022 Hr'g Tr. NPT planned to develop the Property and sell the developed lots to NVR to build homes. ), 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. But no reasonable juror could find from these facts that Ridgewood was a party to a business transaction. . Ross served as the principal negotiator for Ladbrokes.All of Ross's alleged misrepresentations concerned matters governed by the Letter of Intent between Ladbrokes and Williams.). (ahf) (Entered: 12/31/2018), DocketSummons Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC. . (Id. No. 124-1 at 7. No. 100-5, Ex. . 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. W at 27:1-10, 35:18-36:11, 46:4-8. NPT must set forth more than a mere scintilla of evidence to survive summary judgment, and it has not. 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. No. the law ordinarily infers that damage ensued, and, in the absence of actual damages, the law vindicates that right by awarding nominal damages.' . (Id.) Second-and most importantly-the Court only determined that the fraud claim as alleged in the initial Complaint sounded in tort. Landsberg lodged a similar complaint. 149-1 at 75; Doc. at 501-02 (quoting Colton, 231 F.3d at 58 898-99). 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. 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. Rumsey identifies no other interaction with RLH that would constitute a business transaction. Id. Section 551(2) outlines the five circumstances that give rise to a duty to disclose. When resigning from a PGCC equity membership, members go on a waiting list to get refunds. (Id. 100-29, Ex. ; see also id. (Id.) at 98.) No. Plotnick added, In the meantime, we will continue to stand on the sidelines and let you do your thing. ), filed by JAMES STEVENS. 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. The Court also dismissed the civil conspiracy claim because NPT failed to plead actual malice. 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. ), 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. 28, 2018) (A party' is defined as someone who takes part in a transaction.' Nanula responded, Yes, but this firm is in advanced talks with club president about buying this 35 acre parcel from the club . (Doc. No. . ), On November 21, Plotnick emailed Nanula his thoughts on some deal points as well as a few tweaks to [the] deal structure. (Doc. (Doc. A; Doc. In arguing that CGP and Ridgewood's relationship was a fact basic to the transaction, NPT cites only to Meyer and Silverman's testimony. Pa. June 23, 2008); Youndt v. First Nat'l Bank of Port Allegany, 868 A.2d 539, 550 (Pa. Super. No. 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. 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. Accord id. 100-5, Ex. No. . There is scant case law on what constitutes a party to a transaction under 550 and a business transaction between parties under 551. In examining the motion, we must draw all reasonable inferences in the nonmovant's favor. Critically, these allegations involve duties that were outlined in the PSA. ), The Property consisted of nine of eighteen holes of the South Course and spanned approximately 50 to 60 acres. No. Specifically, some members stated that they were displeased with how the Concert Defendants fulfilled (or failed to fulfill) the terms of the PSA. 100-5, Ex. MM at 186:17-188:12 (Meyer testifying that on November 2, 2016, he told Nanula he believed that PCC would receive the full proceeds of the sale of the Property to go towards capital improvements (i.e., phase two of the capital improvements projects) instead of just $5 million, that he ultimately understood Nanula's rationale to limit PCC's recovery to $5 million of the proceeds of the sale of the Property given the risks and costs of the development process, and that he decided to move forward with the transaction anyway because PCC was in a position of financial weakness and didn't really have a whole lot of room to negotiate); Doc. Philmont, LLC Youndt, 868 A.2d at 551 to NVR to homes. Were outlined in the November 1 proposal 's 2018 and 2021 deposition testimonies were contradictory that. October 5, October 10, and October 13 sell the developed lots to NVR to build homes WL. Added, in the nonmovant 's favor meeting minutes, board and made... 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