Litig., 90 F.3d at 714 (in the context of securities litigation, discussing whether the alleged misrepresentations or omissions are so obviously unimportant to an investor); Parasco, 920 F.Supp. Accordingly, we grant summary judgment to all Defendants on Counts IV and V. In Count VI, NPT, as assignee, asserts a breach of contract claim against Ridgewood, alleging that Ridgewood breached a confidentiality agreement with PCC by disseminating PCC's confidential information to two separate entities, ClubCorp and Morningstar Golf & Hospitality, LLC. We paid $18,000, then it went up to $21,000, then it went to $30,000, he said, referring to the value of his equity. at 496-97, 503-04. at 30. 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. Case Summary. 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. at 113. 100-5, Ex. 20-6127, 2021 WL 6106423, at *1, *5 (E.D. 124-1 at 9. In a November 1, 2021 ruling, Judge Andrea McHugh, a Florida circuit court judge, granted class-action status to the suit by former members against the club and Concert Plantation, LLC. 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. 149-1 at 12.) Although the Court does not rely on this in so holding, the Court notes that as of January 20, 2017before the PSA was executed-the Township was aware that Ridgewood and CGP were working together. 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. Even more, this change came with no consent from resigned members waiting for their redemption. Under the agreement, PCC (the Assignor) agreed to assign NPT (the Assignee), NPT initiated this action against Defendants on October 1, 2019. Privacy Policy | Terms | Careers with mctlaw. 100-5, Ex. . 20 to Ex. Pa. 2009) ([S]everal district courts evaluating the gist of the action doctrine have held that fraudulent inducement claims are still barred when the fraudulent statements made during negotiations becomes the basis for a subsequently executed contractual duty.). A; Doc. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. (Doc. NPT relies on the evidence of disgruntled members to support its contention that Ridgewood and CGP's relationship was material. (Id. Oral Arguments before the 2nd District Court of Appeals regarding the appeal by PGCC and Concert Plantation on Class Certification. . 100-5, Ex. Wen v. Willis is illustrative. 100-5, Ex. 3:14-cv-02404, 2017 WL 4540613, at *8 (M.D. 100-28, Ex. 100-5, Ex. No. NPT opposes the motions. is the critical determinative factor in determining whether the claim is truly one in tort, or for breach of contract); id. 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. As noted above, there is a difference between passive concealment, which involves mere nondisclosure or silence, and active concealment. Id. No. (See, e.g., Doc. (Doc. 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. In arguing that CGP and Ridgewood's relationship was a fact basic to the transaction, NPT cites only to Meyer and Silverman's testimony. Ins. Ct. 2016) (Indeed, the Restatement duties to disclose or provide complete information under Sections 529, 550, and 551 apply only in the context of a business transaction between the parties.). 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. 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: Again, I - I don't - that I can't answer. No. Silverman testified that, had Ridgewood reached out to. Notably, Defendants fail to cite to any applicable case law to support their position. (emphasis added)).) (See Doc. No. 100-25, Ex. He served 4 years of active duty service in the Army as a Judge Advocate with the rank of Captain. (Id. (Doc. 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. Meyer advised that the transaction is subject to approval by a majority of the eligible voting members of the Club and that there would be a membership meeting to discuss the transaction. The Class files their Motion for Partial Summary Judgment to have the Court decide their claim for breach of contract and other issues. No. 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. No. Section 551(2) outlines the five circumstances that give rise to a duty to disclose. We will want to nod' to some master plan elements so the members are excited about their North Course being updated a bit, but we want to spend the smallest dollars possible to get the maximum member impact. (Doc. . at 683; see also Plexicoat Am., LLC, 9 F.Supp.3d at 48889 (holding that the gist of the action doctrine barred two of the plaintiff's fraud in the inducement claims where the plaintiff alleged that the defendant represented it was ready, willing and able to comply with the terms and conditions set forth in the Agreement and that it would utilize its national sales and marketing team and programs to promote, market and advertise the sale of Plaintiff's products as because those statements were clearly enshrined in the Agreement, which provided that the defendants would use commercially reasonable effort' to promote and sell the Products and generate a minimum amount of sales); First United Bank & Tr., 667 F.Supp.2d at 451 (concluding that the gist of the action doctrine barred the fraudulent inducement claims where [i]t [was] clear that the[] representations and duties detailed in the Master Agreement concern[ed] the same facts and circumstances that [the plaintiff] now alleges were misrepresented in order to induce it to enter the Master Agreement and emphasizing that the subject representations made during negotiations foreshadowed contractual duties and subsequently ripened into contractual provisions such that the duties allegedly breached were grounded in the contract itself); CRS Auto Parts, Inc., 645 F.Supp.2d at 380 (finding that the gist of the action doctrine barred the plaintiff's fraud claim in part because [a]ny contractual statements by Turley concerned coverage duties that were later outlined in the written insurance policy). 53 at 26-29 (discussing gist of the action doctrine) with id. No. 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. At no point did Ridgewood formally offer to purchase the Property or any portion thereof. 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. . (Doc. 1. Whether the Concert Defendants were parties to a transaction with PCC for purposes of 550 and 551 is a closer call. He told me to call him back in 6 months.).). Concert Golf Partners bought Blue Hill CC in 2015, after the club was struggling with about $5 million The due diligence period was extended until September 29, 2016 through a series of eight amendments to the AOS. 100-5, Ex. (Doc. No. Shortly after the visit, Plotnick emailed Meyer, stating, Thanks again for taking the time to speak with and tour Jonathan and I [sic] today. 149-1 at 59. No. 59 at 27-32.). 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. . 5 to Ex. 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. No. at 35.) 16 to Ex. Amanda Ellen B. Clay(Designation Retained), Gabrielle Elizabeth Klepper(Designation Retained). (Id. No. 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. 100-5, Ex. 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. No. 1 at 226-41. See generally id. 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. 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. It is clear that NPT believes it has been wronged. Silverman also wrote, The current GM has a list of potential capital projects with some detail but we will need to get a copy of that list from him and forward to you. (Id.) No. . 100-5, Ex. 08-1386, 2018 WL 5033749, at *6 (D.N.J. . For many members, the refund amount was 80% of the equity membership fee in effect on the effective date of resignation. 9 to Ex. Founded Date 1986. No. W at 54:10-22 (Q: . at 89; see also Doc. No. 100-5, Ex. Accordingly, we affirm the District Court's denial of the motion for summary judgment as to the breach of contract claim. (cleaned up)); Stevenson v. Env't Servs., Inc. v. Diversified Royalty Corp., Civil No. 100-15, Ex. No. Fraudulent concealment is characterized by deceptive acts or contrivances intended to hide information, mislead, avoid suspicion, or prevent further inquiry into a material matter. Gnagey Gas & Oil Co., 82 A.3d at 501 (quoting Colton, 231 F.3d at 898-99); see also Id. 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. (Doc. Nanula also stated that Ridgewood's proposal juices our normal deal returns nicely. (Id.) A Ultimately, PCC rejected NPT's proposals. The Civil action was filed in the Superior Court on May 7, 2018. See Restatement (Second) of Torts 551(2)(a)-(e). at 67-69.) Legal Name Concert Golf Partners, LLC. ' (citing Bucci, 591 F.Supp.2d at 783) (emphasis added).) No. 100-26, Ex. At bottom, aside from Ridgewood's initial interest in making an offer to purchase a portion of the Property or the entire club, NPT has not identified- let alone pointed to any evidence of-any interaction that PCC had with Ridgewood that would constitute a business transaction. at 98.) (Doc. We are in need of more than capital funding. 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 . 100-8, Ex. 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. (See, e.g., Doc. 100-5, Ex. 100-5, Ex. . ), On October 21, Plotnick emailed Nanula [his] initial thoughts to a structure of a deal between CGP and Ridgewood at PCC. 116-16) pertaining to capital improvements and appears entirely unrelated to trying to hide or deceive PCC as to CGP and Ridgewood's relationship); Doc. However,board members changed the redemption formula in the bylaws against attorney advice. (See Doc. On January 21, 2017, Grebow emailed Nanula and Plotnick about his meeting with the Township, stating that the manager for the Township [d]idn't flinch on the 160 units and wanted a $1 million contribution for traffic and for the club to be age-restricted in return. Q: And why is that? 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. On 12/31/2018 STEVENS filed a Civil Right - Employment Discrimination lawsuit against CONCERT GOLF PARTNERS. (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. the capital investments being implemented with regard to the two required capital phases under our Agreement of Sale . (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). Updated: Feb 28, 2023 / 05:11 PM EST. 149-1 at 124; Doc. A (Eighth Amendment to the AOS, extending the due diligence period from September 16, 2016 to September 26, 2016). Plotnick also proposed that [u]pon the sale of the real estate, the net proceeds [would] flow through the following waterfall: [f]irst, 60/40 (Concert/Ridgewood) until all out of pocket costs have been returned to both parties; [s]econd, 100% to Concert for the next $7MM. No. ), That same day, Meyer sent a letter to PCC's membership, informing them of the terms of CGP's proposal. No. A: I would say not necessarily. [A]: I'm not sure whether there is a case that talks about two companies cannot do that.).). Id. Contrary to NPT's assertion, this does not show that Ridgewood's and CGP's secret agreement . 149-1 at 54; Doc. These projects were to be completed within two years after the sale of the developed Property. No. Seven to fourteen times Ridgewood's initial investment of $500,000 is $3.5 million to $7 million. See Malone v. Weiss, Civil Action No. at 36:20-37:13; see also id. In Pennsylvania, the elements of fraud must be proven by clear and convincing evidence. See Gnagey Gas & Oil Co., Inc., 82 A.3d at 493, 500 n.4 (noting that the presiding officer found that the Fund presented clear and convincing evidence that Gnagey perpetrated a fraud in concealing the existence of the abandoned tanks and/or misrepresenting the number of tanks at the site and ultimately affirming the presiding officer's holding that the hiding of the tanks constituted fraud); see also SodexoMAGIC, LLC v. Drexel Univ., 24 F.4th 183, 205, 212 (3d Cir. There is no evidence that PCC seriously considered NPT's revised proposal, which outlined two different options. No. 116-10, Ex. 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.) A copy of the meeting notes is available by clicking on the document to the right. All future club required CapX will be the responsibility of Concert; and [t]hird, 60/40 (Concert/Ridgewood) of all additional proceeds. (Id.) (Doc. 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. Nor was he aware of anyone from Ridgewood professing such concerns to any other PCC Board member or club member. ), 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. No. No. T at 6; see also id. 149-1 at 38; see also Doc. 16 to Ex. Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. (Doc. 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. . Nice guy . 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. 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 . 37 to Ex. No. (See Doc. When I say they went to bat for methis Law Firm literally did just that. Ct. 2005). (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. . 073823, 2008 WL 2502132, at *5-6 (E.D. 100-5, Ex. Nanula predicted that he would be in front of [PCC's] Board or at least Executive Committee by midNovember and will see if a consensus can be reached on our proposal. (Id.) at 34; accord Doc. Second, although Meyer testified that it would have been disconcerting to him if Nanula told Ridgewood to stand down, he did not testify that that information alone would have changed his mind regarding approving the deal. (Doc. During oral argument, NPT implied that this inconsistency in testimony rendered Meyer not credible. No. Defendants moved to dismiss the Complaint (see Doc. 149-1 at 33.) A.) Plantation refund lawsuit expands to 54 plaintiffs Earle Kimel earle.kimel@heraldtribune.com 0:00 1:33 SARASOTA COUNTY A lawsuit against ), On December 20, NPT sent Meyer a revised proposal to buy the Property. (Doc. & Cas. 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. (Id. at 79-80; id. (See id. Two days of hearings on the Motions for Partial Summary Judgment filed by both The Class and by PGCC and Concert Plantation, asking the Court to decide certain claims and defenses without the need for trial. But, at the summary judgment stage, the Court may not make credibility determinations. a, the Court considers whether there is a genuine issue of material fact as to whether the Concert Defendants intentionally prevented PCC from acquiring material information. W at 113:4-9 (Q: When did you first learn that Ridgewood had become involved with Concert Golf? (explaining, by way of example, that a defendant is subject to liability if he reads a contract to the plaintiff and omits a portion of it or if he arranges stacks of aluminum sheets that he is selling [so] as to conceal defective sheets in the middle of the pile). However what surprised us most was the high level of excellent customer service from the firms staff! M, with Doc. WebImpact Investing. (See Doc. No. Please Update this case to get latest docket information. at 23. MM at 187:23-188:1.) 149-1 at 86. . A (September 23, 2016 email from Plotnick to Meyer about wanting to discuss a potential relationship at Philmont); Doc. No. A does not disclose to B the fact that no highway is actually planned. but in reality he was planning to actually spend less than $5 million, would you have still voted to sell the club to Concert Golf? at 29:15-31:10.) No. 100-5, Ex. On 06/06/2016 Polge filed a Civil Right - Employment Discrimination lawsuit against Concert Golf Partners, LLC. A: [I]f I knew that that was his intention . 3 to Ex. The Motion by Concert Plantation and PGCC is DENIED. There is scant case law on what constitutes a party to a transaction under 550 and a business transaction between parties under 551. 6:21-CV-00134 | 2021-04-08. at 70-71. that wouldn't have sat well with me, nor the members of the club.).) Full title:NORTH PENN TOWNS, LP, directly and as assignee of Philmont Country Club, Court:United States District Court, E.D. Nanula responded, Yes, but this firm is in advanced talks with club president about buying this 35 acre parcel from the club . 19 to Ex. (See Doc. X at 10:8-13 (Meyer's and Silverman's testimony that they both resigned).) 101-1 at 11.) No. (Id.) at 612. Specifically: Restatement (Second) of Torts 551(2); see also Schutter v. Herskowitz, Civil Action No. A; Doc. Further, there is no evidence from which a reasonable juror could find that the profits Ridgewood and/or CGP stood to gain were material to PCC. 59.). W at 45:13-48:17. Concert Golf Partners inherited the suit when it purchased the club in January 2019. 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. (Doc. The following week, on October 10, Plotnick emailed the same documents to Matthew Glavin at Morningstar Golf & Hospitality, LLC. W at 117:17-118:9.). (Doc. 149-1 at 204. We are taking the risk in this scenario, not the club.); accord id., Ex. . (See Doc. No. A. And although there was a mass exodus of members from the club, Meyer's testimony is that the membership changed so drastically because of the way Concert ran the club and because CGP did not act in accordance with what [it] said [it] was going to do-not because CGP used Ridgewood as the developer or because Ridgewood received a significant return. Thus a seller who knows that his cattle are infected with tick fever or contagious abortion is not free to unload them on the buyer and take his money, when he knows that the buyer is unaware of the fact, could not easily discover it, would not dream of entering into the bargain if he knew and is relying upon the seller's good faith and common honesty to disclose any such fact if it is true. (emphasis added)). . No. (Id. 5 (September 16, 2014 email in which Nanula wrote, Spoke to Glenn Meyer. 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. We disagree. D at 29:13-22. See The Roskamp Inst., Inc. v. Alzheimer's Inst. NPT also cites Meyer's testimony that certain information would not have sat well with [him], nor the members of the club. (Doc. at 117:22-23, 119:3-5 (Meyer's estimate that 90 plus percent of prior PCC members are no longer members of the club and his testimony that [t]he membership changed drastically because of, you know, the way Concert ran the club).) 149-1 at 75; Doc. 149-1 at 48; see also Doc. 149-1 at 161, 42.) In re Rumsey Land Company, LLC is instructive as to whether the Ridgewood Defendants were parties to a business transaction under 551. 100-29, Ex. 14 to Ex. No. 22-2596 | 2022-08-29, Palm Beach County 15th Judicial Circuit Courts | Civil Right | (Id.) (Id.) 100-18, Ex. 8:19-CV-02344 | 2019-09-20, U.S. District Courts | Other | (Doc. A: . Specifically, NPT alleges that CGP falsely represented 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 when, in fact, it never intended to expend[] the full amount or engage in those projects as represented. (Id. Anderson, 477 U.S. at 252. 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. ), 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. PLC, 93 Fed.Appx. PGCC and Concert file their reply objecting to the request for rehearing by The Class. According to the June 4th, 2013 PGCC legal committee meeting minutes, board and staff members question attorneys about the equity membership refunds. CONCERT PHILMONT, LLC doing business as PHILMONT COUNTRY CLUB, 3331 Street Road, Two Greenwood Square, Suite 128, 3331 Street Road, Two Greenwood Square, S/128, Docket(#3) WAIVER OF SERVICE Returned Executed by JAMES STEVENS. Minutes, board and staff members question attorneys about the equity membership refunds Alzheimer... 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Ridgewood Defendants were parties to a duty to disclose 08-1386, 2018 Plotnick emailed the same documents to Matthew at. $ 7 million from the firms staff STEVENS filed a Civil Right | id!
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