concert golf partners lawsuit

And the record reflects that because of PCC's distressed financial circumstances, it did not push back during negotiations with the Concert Defendants or halt the transaction even when it believed it could have or should have received more monetary consideration in exchange for selling the Club and Property. (Doc. 100-32, Ex. ), Meyer testified that the Concert Defendants had discretion as to do what they wished as to the four general areas of capital improvements discussed and that the Concert Defendants did everything that was discussed. (See 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. Pa. 2004) (finding no duty to speak to the public at large). 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]. ), The Property consisted of nine of eighteen holes of the South Course and spanned approximately 50 to 60 acres. The Initial Capital Projects were to be completed within two years of the closing date (i.e., before March 2019). A copy of the meeting notes is available by clicking on the document to the right. 1.) . (Doc. . Nanula estimated that the member vote will be 90%+ in favor. (Id.) It is undisputed that PCC was in a distressed financial situation. Scrape $2.5m here.').) ; see also id. (September 17, 2018 resignation email from Scott Landsberg, stating The primary motivation behind my resignation has been Concert Golf's refusal to respond to my repeated requests (i) to confirm in writing . 100-5, Ex. & PowerReit, No. (Doc. 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? No. No. If you do not agree with these terms, then do not use our website and/or services. 100-5, Ex. 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. No. 14 to Ex. 149-1 at 12.) 116-5, Ex. But see id. A does not disclose to B the fact that no highway is actually planned. Two days later, on November 4, Plotnick responded, I completely understand what you are trying to do and I think your proposal is pretty close; he believed they had the basis for a deal, with just a few minor tweaks. It appears that this was the basis for the Bucci court's test-not the Restatement directly. (See, e.g., Doc. Presently before the Court are the Ridgewood Defendants' and the Concert Defendants' motions for summary judgment. A (agreement between NPT and PCC, stating that the land to be sold is comprised of approximately 61.60 gross acres); id., Ex. (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. However, the amounts of the refunds are not discussed in the article. No. 101-2 at 14). 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. See Restatement (Second) of Torts 551(2)(a)-(e). 100-5, Ex. and then Concert told Ridgewood to stay down, therefore, not to have potentially two people interested in Philmont, that would have changed [his] opinion of the transaction. ), CGP is involved in the golf club industry. See generally id. (See id. On 12/31/2018 STEVENS filed a Civil Right - Employment Discrimination lawsuit against CONCERT GOLF PARTNERS. (See Doc. No. 59.). Plotnick testified that he spoke with Meyer that same day and that Meyer told him PCC was under contract to sell the Property. (See, e.g., 123-5, Ex. Legal Name Concert Golf Partners, LLC. . In December 2016-after PCC's Board approved CGP's proposal but before it approved the PSA-NPT approached PCC again about renewing the AOS. 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).) A.) . (Id. (Doc. The Court finds that there is no genuine issue of material fact that the Concert Defendants did not have a duty to disclose its relationship with Ridgewood to PCC. 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. 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.).) No. No. 6.) See 66 F.3d at 611. of Am., Inc., Civil Action No. 5 to Ex. (Id. ; see also 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. A at 190.) U.S. Courts Of Appeals | Other | But it did not. 116 at 17-18.) . (See Doc. No. Once the moving party has met its burden, the nonmoving party must counter with specific facts showing that there is a genuine issue for trial. Matsushita Elec. In sum, even when viewing the evidence in the light most favorable to Plaintiff, the Court cannot conclude that CGP and Ridgewood's relationship-and the fact that the pair would profit from that relationship-was a fact basic to the transaction. Nanula ran Arnold Palmer Golf Management before starting Concert Golf. The new amount is a fraction of the refund resigned members are entitled to at the time of resignation. X at 65:20-66:21. Nanula forwarded the materials from Silverman to CGP's consultant, Thomas Moran, to prepare a pro forma analysis. As noted above, there is a difference between passive concealment, which involves mere nondisclosure or silence, and active concealment. Id. 100-29, Ex. T at 6; see also id. ), On January 19, 2017, PCC's Executive Board voted to approve the Purchase and Sale Agreement (PSA). 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)). Ultimately, only Concert Philmont took title to any property. 1.) at 70-71. Judgment will be entered against a party who fails to sufficiently establish any element essential to that party's case and who bears the ultimate burden of proof at trial. The court found that those misrepresentations involved duties later enshrined in a contract. Id. W at 27:1-10, 35:18-36:11, 46:4-8. (As you are aware, we are unable to terminate the AOS with the Seller, without your written consent. . 53 at 58).) PLC, 93 Fed.Appx. Hearing before Judge McHugh on motions to continue/delay hearing and trial. W, 36:20-37:9, 54:10-54:22).) 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 (Id. Meyer's testimony underscores that CGP taking over as golf operator and CGP's monetary promises (i.e., paying off PCC's debt and spending $4 million in capital expenditures initially, followed by another $5 million upon the sale of the Property) were the bases of the transaction: It is also noteworthy that, before the PSA was executed, Meyer provided Nanula with the contact information for NVR and NPT/Metropolitan. No. A: [I]f I knew that that was his intention . By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, And the best part of all, documents in their CrowdSourced Library are FREE! 149-1 at 19, 64.) A.) at 244:8-23.) However, the Court dismissed the only cause of action asserted against those entities-civil conspiracy, so they are no longer Defendants in this action. . 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). However, it may take years before a resigned member actually gets their check. 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.) (Doc. ' Matsushita, 475 U.S. at 587 (citation omitted). 116-19, Ex. 38 to Ex. Concert Golf Partners will not require residents to be club members. W at 68:1-2 & Doc. No. (Our proposal guarantees you all of the money that is currently at risk in the existing Center [sic] Golf offer.). . ), At the suggestion of PCC, the Concert Defendants also had brief communications with developer, NPT/Metropolitan, around this same time frame. . No. (Id.) Speaking of PCC's Board, Nanula surmised, They need us, they want us, and they have capitulated in every respect. No. No. Nos. According to the June 4th, 2013 PGCC legal committee meeting minutes, board and staff members question attorneys about the equity membership refunds. almost needs to be all redone again. . Applying New Jersey law, courts in this district have allowed breach of contract claims to proceed despite proof of actual damages. (quoting Nappe v. Anschelewitz, Barr, Ansell & Bonnello, 477 A.2d 1224 (N.J. 1984)); Norfolk S. Ry. No. (Doc. In other words, the minimum purchase price was based on a lot yield of 160 units (rather than the 162 lot yield initially envisioned), and the overall purchase price was changed from $12.2 million to $12,049,382.40. 2 to Ex. In re Rumsey Land Company, LLC is instructive as to whether the Ridgewood Defendants were parties to a business transaction under 551. Uhm, the bunkering that they've done . C at 228 (Mike Tulio's (the then-Vice President of Land Acquisition at Metropolitan) testimony that he signed the Fifth Amendment to the AOS on behalf of NPT); Doc. Even drawing all inferences in Plaintiff's favor, PCC's conduct illustrates what was material to the transaction- PCC's need to obtain an operator for the club and capital funding given its distressed financial situation, not whether CGP would maximize its profit from the deal. 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. 100-5, 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.) Defendants moved to dismiss the Complaint (see Doc. 100-5, Ex. No. That's because she 100-28, Ex. ), On September 12, Nanula sent several follow up questions to Silverman, which Silverman answered. 2:22-CV-00328 | 2022-01-26, U.S. District Courts | Civil Right | (Id. 5:23-CV-00368 | 2023-01-30, U.S. District Courts | Labor | 1 to Ex. 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. Last, it provided that at closing, PCC would grant NPT a credit against the purchase price in the amount of $375,000; however, if NPT's costs to construct and install the clubhouse were less than $1.6 million, the purchase price credit would be decreased by one-third. 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. This field is for validation purposes and should be left unchanged. ), 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. Nanula explained that CGP was in the early stages of trying to purchase Philmont Club and had received an initial proposal from golf-adjacent developer Ridgewood. Such is the case here. No. (Doc. 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. NN at 262:10-21.) The fact that Nanula and CGP were not parties to PSA is of no moment, as they were agents of Concert Philmont and Concert Philmont Properties. 125-5, Ex. No. 125-3, Ex. 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. (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.).) at 36.). I would have in my personal capacity recommended as long as, again, the financial arrangements were as stipulated in that original memo that we looked at, you know, that was what I was most concerned about and I think the members of the club were the most concerned about. (emphasis added)).) 149-1 at 37; Doc. No. NPT follows this by saying, There is no dispute that the Defendants did not disclose their relationship or [sic] working together to Philmont NPC. (Doc. . See id. "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. Nanula's math show[ed] that with this division Ridgewood still makes 7-14x your invested capital in any reasonable scenario. (Id.) ), Meyer is a financial planning and investment advisor. 116-13, Ex. No. At no point did Ridgewood formally offer to purchase the Property or any portion thereof. 2:23-CV-00344 | 2023-01-27. 100-5, Ex. 53 at 53-57; see id. The next day, September 20, Moran provided Nanula with a preliminary analysis of Philmont Club's finances, and Nanula replied, E. Ridgewood's Interest in a Potential Transaction, In September 2016, Plotnick, then-Vice President of Ridgewood, a developer, attended an industry conference in Texas, where he met PCC's golf management consultant, John Brown of Brown Golf Management. ), In May 2015, PCC agreed to sell the Property to NVR, Inc., a homebuilder. the club still may have moved forward given the situation it was in. (Id. Nanula decided it was time for Ridgewood and CGP to paper our deal on the real estate opportunity and asked Plotnick to send him his tweaks to CGP's counter-proposal. See Bucci, 591 F.Supp.2d at 783. A. at 283:14-284:6 (explaining that at the meeting, they discussed an amendment to the AOS and it became clear to [him] through the actions of Mr. Tulio that NPT and NVR were not getting along very well and there was some indication both at that meeting and therefore that the relationship between those two entities was going to be terminated).) 100-28, Ex. No. 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. If you do not agree with these terms, then do not use our website and/or services. 22-2596 | 2022-08-29, Palm Beach County 15th Judicial Circuit Courts | Civil Right | 149-1 at 20.) No. No. There is scant case law on what constitutes a party to a transaction under 550 and a business transaction between parties under 551. No. 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. W at 117:17-22; see also id. Click Here to read our Client Testimonials, 1015 15th Street NorthwestSuite 1125Washington, DC 20005, 1605 Main StreetSuite 710Sarasota, FL 34236, 1325 4th AvenueSuite 1730Seattle, WA 98101, Guillain-Barr Syndrome and Vaccine Injury. ), Silverman and Meyer testified that they were not aware of any damages the Club suffered by virtue of Ridgewood sharing the information with ClubCorp or Morningstar. 2020-03-13, U.S. District Courts | Civil Right | 116 at 29.) 100-8, Ex. 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. The Class files its Answer Brief to the brief filed by PGCC and Concert Plantation appealing Class Certification. (Doc. (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. (Id. After CGP Submits Its Proposal to PCC, CGP and Ridgewood Continue to Discuss Working Together and a Potential Deal, On November 2, Nanula emailed Plotnick to bring him up to date on PCC's reaction to CGP's proposal to purchase Philmont Club. No. 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. Continue/Delay hearing and trial did Ridgewood formally offer to Purchase the Property of! On January 19, 2017, PCC agreed to sell the Property to NVR, Inc. Civil. Thomas Moran, to prepare a pro forma analysis no duty to speak the. Equity membership refunds then do not agree with these terms, then do not use our and/or! 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As noted above, there is a fraction of the refund resigned members are to! May take years before a resigned member actually gets their check approached PCC again about renewing the with... Civil no discussed in the article ( N.J. 1984 ) ) ; Stevenson v. Env't Servs. Inc....
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