), NPT. (Id. 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. Pa. Jul. (ahf) (Entered: 12/31/2018), DocketSummons Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC. 100-29, Ex. (Id. ), L. Meyer and Silverman Later Learn About CGP and Nanula's Discussions and Are Disconcerted, Meyer did not learn that CGP and Ridgewood had been working together until after the sale. Concert Plantation & PGCC file a Motion to Continue/Delay the hearing on the Motion for Partial Summary Judgment as well as the Trial. (Doc. ), On September 16, NVR told Glenn Meyer, then-President of PCC, and PCC's counsel that NPT indicated to NVR its desire to exit the transaction and NVR will be stepping back into the shoes of the Purchaser. (Doc. Agreed Order is entered by the Court to simplify the discovery process. was basic to the transaction. (See Doc. Silverman testified that there was such minimal communication with Ridgewood and that he never spoke with anyone from Ridgewood. Hearing on PGCCs motion that the Court decide the entire case (all claims by the The Class) without a trial. Pennsylvania. Attorneys at mctlaw believe you deserve the amount originally and contractually promised when you purchased an equity membership. 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. No. Cases involving employment discrimination (gender, age, religion, etc. A [Meyer]: Uhm, I don't recall, but it was a significant time frame after we completed the sale.).) However, the Court permitted the fraud claim against CGP and Nanula to proceed to the extent it was based on the representation that they would spend $5 million in capital improvements. 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. To the contrary, Meyer testified that so long as one offer [was] acceptable to PCC, uhm, irrespective of the fact that another may have been available . The Court dismissed the aiding and abetting fraud claims. Therefore, based upon your proposal of a 60/40 split of the profits, we propose splitting all due diligence and entitlement costs 60/40 (Concert/RW). 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. 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. 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. W at 20:9-21:23; see also id. then the claim is to be viewed as one for breach of contract. (So it seemed to me that this wasn't something that we might want to continue on down the road with.). No. (Id. . ), Meanwhile, on January 23, CGP incorporated Concert Philmont and Concert Philmont Properties as single purpose entities to be the purchasers. 100-5, Ex. ), In May 2015, PCC agreed to sell the Property to NVR, Inc., a homebuilder. 116-10, Ex. Concert Golf is a boutique operator of private golf and country clubs focused on providing high-quality lifestyle offerings and amenities for its members. No. (Doc. (See Doc. Ridgewood appears to argue that Pennsylvania law applies. ), 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. (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.).) Concert Plantation & PGCC file their Motion for Summary Judgment to have the Court decide the breach of contract issue as well as decide whether the Receipt & Release forms signed by certain class members is valid. Anderson, 477 U.S. at 252. 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. Oct. 16, 2018) ([T]he Court holds that Diversified's no damages' argument does not support granting summary judgment to Diversified as to Stevenson's breach of contract claim.); Fagal v. Marywood Univ., Civil Action No. (Doc. . 59 at 26-27 (Count I).) So getting them to back off to a small fee will be difficult. (Id. (Id. 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. No. 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. (Id. 100-24, Ex. (See id. 149-1 at 58.) That Ridgewood could net a significant return from partnering with CGP does not mean that PCC was swindled. In sum, the Court finds that the Ridgewood Defendants were not parties to a business transaction under 551 or parties to a transaction under 550, and, therefore, we grant summary judgment in their favor on Counts II and III. Meyer responded, Marty [Stallone] seems like a good guy but that's your call. (Id. (Doc. X at 65:20-66:21. . 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. . (Id. 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. These are self-serving business practices in action at the expense of resigned members. (stating that under NPT/Metropolitan's proposal, NPT/Metropolitan would only purchase 9 holes and PCC would retain ownership and control of EVERYTHING else, whereas CGP's proposal involved total sale of all land and assets of the club pursuant to which PCC would abdicate[] club control to CGP).) CC; Doc. 100-5, Ex. Plantation refund lawsuit expands to 54 plaintiffs Earle Kimel earle.kimel@heraldtribune.com 0:00 1:33 SARASOTA COUNTY A lawsuit against (Doc. 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. 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 . The initial burden of demonstrating that there are no genuine issues of material fact falls on the moving party. See Williams v. Hilton Grp. In addition, when Gnagey provided a site characterization report and remedial action plan to the Fund, it failed to describe or depict the eight abandoned tanks, rendering the report inaccurate under the Pennsylvania Department of Environmental Protection's regulations. No. 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. 3 to Ex. Really like that we are planning on utilizing 1 clubhouse and not 2. (emphasis added)).) Because we dismissed the fraud claims brought against all Defendants, supra Sections IV.A and IV.B, there is no fraud for which either the Concert Defendants or the Ridgewood Defendants can have aided and abetted. at 12:4-24 (Silverman's testimony that he never spoke with anyone from Ridgewood and that there were no in-depth discussions with Ridgewood and it really wasn't in the forefront because otherwise he would have known more about it and been more involved); id. No. Citing to comment l to 551, NPT argues that the Concert Defendants' behavior amounted to swindling. 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)).) 116-14, Ex. . Therefore, I am respectfully requesting for you to determine which course of action you like us to proceed [sic][.]).) No. WebImpact Investing. Refund amounts are based on the current Bylaws when the members resignation occurs. 16 to Ex. No. No. Id. And the best part of all, documents in their CrowdSourced Library are FREE! Deadline for The Class to appeal to the 2nd District Court of Appeals. (Doc. (Doc. 5 to Ex. . . Trade & Fin. Pa. 2004) (finding no duty to speak to the public at large). (Compare id., with Doc. (See Doc. DD at 5.5(k). . (Doc. 944 F.3d 1259 (10th Cir. (See Doc. Id. at 10), and it had a relationship with NPT. NPT counters that New Jersey law applies, citing to a choice of law provision in the Confidentiality Agreement. 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? . He served 4 years of active duty service in the Army as a Judge Advocate with the rank of Captain. (See July 19, 2022 Hr'g Tr. Notice of Appeal as to Class Certification filed by Concert, Notice of Appeal as to Class Certification filed by PGCC. ), Meyer is a financial planning and investment advisor. ), On August 26, 2021, NPT filed an Amended Complaint. (Doc. 116, 117.) (Doc. 100-5, Ex. A (The purchase price for the Property shall be Twelve Million, Two Hundred Thousand and no/100 Dollars ($12,200,000) assuming a yield of one hundred sixty-two (162) single family market rate semi-attached residential townhome fee simple footprint lots.).) (See id. 149-1 at 47. On March 3, 2017, NPT initiated a lawsuit against CGP and PCC in the Montgomery County Pennsylvania Court of Common Pleas (Case No. 11.) Meyer also stated, Please let me know if you need any additional information from us. (Id.) ), On December 12, Nanula met with PCC's membership and gave a presentation on CGP's proposal to acquire the Club. 464, 476 (10th Cir. 12 to Ex. ), Meyer testified that he did not have extensive conversations with Ridgewood but that he would be the most knowledgeable on the conversations that did occur. Plotnick added, In the meantime, we will continue to stand on the sidelines and let you do your thing. North Penn Towns LP v. Concert Golf Partners LLC, et al, PIERRE, BELLANDE V CONCERT INDIAN SPRING LLC, RESSEL v. UPPER PROVIDENCE TOWNSHIP (MONTGOMERY COUNTY). Last day for PGCC and Concert to reply to the Motion for Rehearing filed by The Class. The Country Club sold to Concert Golf Partners, a company that owns and operates 19 upscale private clubs. Along with the sale came a plan to recapitalize. I think that shows we are for real and committed to getting this deal done.). Please Update this case to get latest docket information. 1:21-CV-00455 | 2021-05-21, U.S. District Courts | Civil Right | Final Judgment entered in favor of PGCC and Concert Plantation. 124-1 at 9. The due diligence period was extended until September 29, 2016 through a series of eight amendments to the AOS. 149-1 at 59. (Id.) Meyer was also a Certified Public Accountant and a Certified Financial Planner. NN at 267:21-268:1. 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. 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. . 100-16, Ex. (Doc. 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. Restatement (Second) of Torts 550 (stating that one party to a transaction is subject to liability if he conceals or intentionally prevents the other party from acquiring material information); Restatement (Second) of Torts 551 (explaining that one party to a business transaction is under a duty to exercise reasonable care to disclose to the other before the transaction is consummated in certain circumstances); accord LEM 2Q, LLC v. Guaranty Nat'l Title Co., 144 A.3d 174, 182 (Pa. Super. at 29; see also Doc. . ), 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. 149-1 at 60.) ), Age Discrimination in Employment Act (ADEA) - 29 USC 621-634 149-1 at 54; Doc. No. 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. 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 design [to resign. No. 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.) A Certified public Accountant and a Certified financial Planner the Court to simplify the process... Guy but that 's your call, on January 23, CGP incorporated Concert,. 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