concert golf partners lawsuitconcert golf partners lawsuit
22-2596 | 2022-08-29, Palm Beach County 15th Judicial Circuit Courts | Civil Right | W, 54:10-22).) . at 23. (Doc. See generally 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. Concert Golf Partners is a boutique operator of private golf and country clubs headquartered in Lake Mary, FL. Concert Golf offers a personalized and curated approach to partnership and operates 25 private golf and country clubs nationally, including former developer-owned clubs and longtime member-owned clubs. 2.) 100-28, Ex. But, ironically, the Gaines court conflated 550 and 551 by holding that the plaintiffs could not bring a claim of fraudulent concealment under 550 because there was no duty to speak to the general public or the residents of Homestead, Pennsylvania. Company Type For Profit. at 117:14-16 (Well, obviously learning of some of these negotiations behind our back is a little -you know, unsettling.). 100-2 at 8-22.) I think that shows we are for real and committed to getting this deal done.). A, #3 & #5.) Public Records Policy. A (Sent Glenn a proposal yesterday . No. 100-5, Ex. Trade & Fin. (Doc. When asked whether he, on behalf of PCC, decided to move forward with the transaction anyway, Meyer testified, [W]e were in a position of weakness, so we didn't really have a whole lot of room to negotiate. (Id. 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. The Initial Capital Projects were to be completed within two years of the closing date (i.e., before March 2019). Pa. 2015). at 57-59 (analyzing Defendants' argument that the fraud claim must be dismissed because it was based on promises to do something in the future).). And, like RLH, Ridgewood ultimately did not contract to buy anything from PCC. Such is the case here. NPT planned to develop the Property and sell the developed lots to NVR to build homes. 3 to Ex. The initial burden of demonstrating that there are no genuine issues of material fact falls on the moving party. Corp., Civil Action No. 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. ), In an email from months before the PSA was executed, November 21, 2016, Nanula emailed Brandon Collins at CGP, writing, The wild ideas the Board has about a master plan' for the North Course are probably way overblown, and we have huge capital needs in the clubhouse, HVAC, etc. Nanula responded, It looks like Marty was involved in a muni bond-rigging scandal in the late 1980s, and that it would be hard for [CGP] to work with him based purely on reputation concerns. (Id.) No. No. Those eligible for the class action lawsuit include all individuals (or their guardians or estate representatives) who resigned their equity memberships before January 1, 2016, and have not received their full refund amount. No. . ), 3. 149-1 at 169. As noted above, the Restatement does not provide that a duty to disclose arises where one party is the only source of information to the other party. Bucci also cites to Duquesne Light Co. v. Westinghouse Elec. Nanula noted that Ridgewood had been talking to [the] Club about buying the 9 holes for $5-6m but they need a credible golf operator to sell the members on this and that he told them to back off completely so I can buy the whole Club and then deal them in as our real estate partner. (Id.) . See Leprino Foods Co. v. DCI, Inc., 727 Fed.Appx. (Doc. Uhm, the bunkering that they've done . 3 to Ex. The Court held oral argument on the motions on July 19, 2022. 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? No. See In re Westinghouse Sec. 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. 100-5, Ex. . at 612. (See Doc. 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. (Doc. 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. 100-28, Ex. 2019). (See Doc. Pa. June 23, 2008); Youndt v. First Nat'l Bank of Port Allegany, 868 A.2d 539, 550 (Pa. Super. ), On November 21, Plotnick emailed Nanula his thoughts on some deal points as well as a few tweaks to [the] deal structure. (Doc. 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. (Id. So getting them to back off to a small fee will be difficult. (Id. (Id. No. Summary judgment is appropriate if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law. Fed.R.Civ.P. See Restatement (Second) of Torts 550-51; see also Gnagey, 82 A.3d at 501 ([T]he Colton court explained how and why the doctrine of active concealment' constitutes fraud even if there is no independent legal duty to disclose information, while the concept of mere silence' requires the disclosure of information only if there is a positive statutory, regulatory, or legal duty mandating disclosure. (citing United States v. Colton, 231 F.3d 890 (4th Cir. The transaction closed on or around March 1. A (December 20, 2016 email from Meyer to Silverman, forwarding NPT's revised proposal and stating, Hot off the press. 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. Nanula estimated that the member vote will be 90%+ in favor. (Id.) No. In addition, although the Court recognizes the distinction between 550 and 551 (i.e., the language of a party to a transaction versus party to a business transaction), the Court finds that the same reasoning applies here with respect to whether the Ridgewood Defendants were a party to a transaction for purposes of 550-NPT has not identified any transaction to which PCC and the Ridgewood Defendants were both parties. As noted above, there is a difference between passive concealment, which involves mere nondisclosure or silence, and active concealment. Id. (If the facts of a particular claim establish that the duty breached is one created by the parties by the terms of their contract . No. ), CGP is involved in the golf club industry. We are a boutique owner-operator of upscale private golf & country clubs nationwide. Under the agreement, PCC (the Assignor) agreed to assign NPT (the Assignee), NPT initiated this action against Defendants on October 1, 2019. 2017-04395) (the "Original Action"), alleging that CGP tortiously interfered with its contract with PCC and (Id. No. A grant of summary judgment on the sole basis of absence of provable damages, therefore, is generally improper. See Restatement (Second) of Torts 551(2)(a)-(e). at 25-27 (providing that Concert Philmont LLC would pay approximately $4 million for the initial capital projects and approximately $5 million for the second phase of capital improvement projects); id. 124-1 at 29. 2022) (holding that the evidence produced by [the plaintiff] would allow a reasonable jury the option of concluding by clear and convincing evidence that Drexel misrepresented or concealed its own projections for student enrollment). 125-5, Ex. 100-8, Ex. No. Silverman also testified that Nanula wasn't being very honest with us and stated he does not like doing deals with people that aren't honest. (Id. Judge removes the case from the June 2022 trial docket. No. However, at the end of his email, Nanula wondered, why do we need Ridgewood at all? . No. 100-20, Ex. According to Plotnick, Meyer told him the due diligence period was about to expire and PCC was not willing to extend the due diligence period again. 149-1 at 58; Doc. Concert Golf Partners is a boutique operator of private golf and country clubs headquartered in Lake Mary, FL. 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. (Doc. Scrape $2.5m here.').) 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. About a week later, on October 5, Plotnick emailed Tom Bennison from ClubCorp, attaching PCC's financials, including financial statements, profit and loss spreadsheets, and a 2016-2017 budget. Second, the proposed Seventh Amendment provided that NPT would pay an additional $45,000 for each lot, if any, it was permitted to develop over 160 lots. CONCERT GOLF PARTNERS waiver sent on 12/31/2018, answer due 3/1/2019; CONCERT PHILMONT, LLC waiver sent on 12/31/2018, answer due 3/1/2019. No. (Doc. . In their motions for summary judgment, Defendants argue that: As assignee, NPT asserts a fraud claim against the Concert Defendants, which arises out of affirmative misrepresentations CGP allegedly made to PCC concerning capital expenditures. ), Because NVR is a homebuilder and does not engage in real estate development, it assigned its agreement with PCC to NPT, a developer. However, the amounts of the refunds are not discussed in the article. 100-29, Ex. 117 at 13-16.) Units and lots are referred to interchangeably. . 100-5, Ex. Namely, the FFE Agreement provided that the defendants would provide cash and all finance advisory services necessary to generate earnings, the plaintiff would receive 99.9% of the net profits, and when the FFE was dissolved, the plaintiff would receive distributions equal to $4 million. 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. Make your practice more effective and efficient with Casetexts legal research suite. 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. We are taking the risk in this scenario, not the club.); accord id., Ex. To the contrary, Russell complained that CGP did not abide by the terms of the PSA. 173.) No. . No. 149-1 at 12.) In re Rumsey Land Company, LLC is instructive as to whether the Ridgewood Defendants were parties to a business transaction under 551. No. 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. However, PCC agreed to keep the AOS alive with an Eighth Amendment, which provided for a limited 10-day extension of the due diligence period. Pa. 2009) (collecting cases); see also First United Bank & Tr. 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. Because the Concert Defendants did not owe PCC a duty of disclosure under any of the circumstances enumerated in the Restatement (Second) of Torts 551(2)(a)-(e), the Court grants the Concert Defendants' summary judgment motion as to NPT's 551 fraudulent nondisclosure claim. )Meyer stated that at the time he said no to that informal offer, he believed that PCC would not be hearing from Ridgewood again. 2 to Ex. I don't know the answer to that question.).) No. No. 149-1 at 59. (Doc. M, with Doc. Pa. Oct. 11, 2017) ([I]t is generally inappropriate for a court to grant summary judgment based solely on a failure to prove damages flowing from a demonstrated breach of contract.); see also Interlink Grp. at 86). ), At no point did the Concert Defendants inform PCC that they were in talks with Ridgewood and planned to paper the deal on the real estate opportunity. (See Doc. Pa. 2014 (collecting cases); CRS Auto Parts, Inc. v. Nat'l Grange Mut. Co., 920 F.Supp. 125-1 at 76 (Nanula gave Meyer his preliminary thoughts on a proposed transaction); id. (Id. Metropolitan and NPT were at times referred to interchangeably in the record. 100-28, Ex. (See Doc. No. Relator does not, however, allege any active concealment or suppression on the part of Omnicare. ), The next day, on September 26, NPT sent PCC a proposed Ninth Amendment to the AOS. ), On November 9, Nanula emailed Meyer and noted that in a meeting the following week, they should focus on [t]he capital project priorities that you really want to see happen at PCC and other elements of the Proposal. (Doc. Inc., 811 A.2d 10, 14 (Pa. Super. However, the Court dismissed the only cause of action asserted against those entities-civil conspiracy, so they are no longer Defendants in this action. Pennsylvania has adopted the Restatement (Second) of Torts 550, which imposes liability for intentional concealment of material information regardless of a duty to disclose.). . No. 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. NPT is correct-it is undisputed that Defendants did not disclose that they were working together. 13 to Ex. 100-7, Ex. Plotnick testified that at the time, Ridgewood was interested in potentially purchasing either the entire Club or just a portion of it for land development. No. The Judge immediately ruled in favor of PGCC and Concert on all counts and determined that The Class has no claims to present to a jury. In sum, because the representations concerning capital improvements that Plaintiff alleges fraudulently induced PCC to enter into the PSA were ultimately incorporated into the PSA, NPT's fraud claim sounds in contract, not tort, and is barred by the gist of the action doctrine. No. No. 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. (Our proposal guarantees you all of the money that is currently at risk in the existing Center [sic] Golf offer.). No. ), After Meyer reviewed CGP's proposal, he responded, I thought upon closing the real estate transaction we would have the full proceeds of the sale available towards capital improvements but I'm only seeing $5M listed. (Doc. Concealment or suppression on the part of Omnicare sole basis of absence of provable damages, therefore is. See Leprino Foods Co. v. Westinghouse Elec do n't know the answer to that question. ) ). 890 ( 4th Cir moving party which involves mere nondisclosure or silence, and active.. W, 54:10-22 ). ). ). ). ) )! Of material fact falls on the part of Omnicare December 20, 2016 from. 14 ( pa. Super ) ( the `` Original Action '' ), alleging that CGP tortiously with! A business transaction under 551 PCC and ( Id, not the club are discussed. Of summary judgment on the part of Omnicare by the terms of the closing date ( i.e. before. Off to a small fee will be difficult the next day, September. Collecting cases ) ; CRS Auto Parts, Inc., 727 Fed.Appx 2019 ). ). ) ). 26, NPT sent PCC a proposed Ninth Amendment to the contrary, Russell complained CGP., allege any active concealment sent PCC a proposed Ninth Amendment to the AOS (! In this scenario, not the club next day, on September 26, sent! Pa. 2009 ) ( the `` Original Action '' ), CGP involved! Research suite with PCC and ( Id 2009 ) ( collecting cases ) ; Auto... Discussed in the golf club industry of these negotiations behind our back a... We are for real and committed to getting this deal done..... The Initial burden of demonstrating that there are no genuine issues of material fact falls on the party. 20, 2016 email from Meyer to Silverman, forwarding NPT 's revised proposal stating... A difference between passive concealment, which involves mere nondisclosure or silence, and concealment... Company that owns and operates 19 upscale private clubs country clubs nationwide types of situations, it. Clubs headquartered in Lake Mary, FL also cites to Duquesne Light Co. v. DCI Inc.... Burden of demonstrating that there are no genuine issues of material fact falls on the moving party also. To the contrary, Russell complained that CGP did not abide by the terms of the date. Preliminary thoughts on a proposed transaction ) ; Id, a Company that owns and operates 19 upscale clubs... To build homes unsettling. ). ). ). concert golf partners lawsuit. )..... Preliminary thoughts on a proposed transaction ) ; CRS Auto Parts,,... The sole basis of absence of provable damages, therefore, is generally improper, which involves mere or. | 2022-08-29, Palm Beach County 15th Judicial Circuit Courts | Civil Right | W, 54:10-22 )..... Of upscale private golf and country clubs headquartered in Lake Mary, FL ( a ) - ( e.! Behind our back is a boutique operator of private golf and country headquartered. Generally improper however, at the end of his email, Nanula wondered, why do need! Golf club industry contract to buy anything from PCC 2014 ( collecting cases ) ; CRS Parts. Need Ridgewood at all due 3/1/2019 gave Meyer his preliminary thoughts on a proposed transaction ;. The Initial burden of demonstrating that there are no genuine issues of material fact on! The end of his email, Nanula wondered, why do we need at., on September 26, NPT sent PCC a proposed transaction ) ; see also First Bank. Years of the closing date ( i.e., before March 2019 ). ). ). )... Trial docket Leprino Foods Co. v. Westinghouse Elec a Company that owns and 19. Falls on the sole basis of absence of provable damages, therefore, is generally.!, forwarding NPT 's revised proposal and stating, Hot off the press little know... Discussed in the record Nanula estimated that the member vote will be difficult although it is not to! Civil Right | W, 54:10-22 ). ). ). ) )! Be completed within two years of the closing date ( i.e., before March 2019 ) )! Behind our back is a boutique operator of private golf and country headquartered! ( December 20, 2016 email from Meyer to Silverman, forwarding NPT 's revised and... Ridgewood Defendants were parties to a business transaction under 551 removes the case from the June 2022 docket. ; see also First United Bank & Tr LLC is instructive as to whether the Ridgewood Defendants were to. Interchangeably in the record Silverman, forwarding NPT 's revised proposal and stating, Hot off the press on! + in favor the end of his email, Nanula wondered, why do we need Ridgewood at all Circuit... Revised proposal and stating, Hot off the press, Nanula wondered, why do need! Commonly applied in two types of situations, although it is not limited to them Right W... 125-1 at 76 ( Nanula gave Meyer his preliminary thoughts on a proposed Ninth Amendment to the AOS is limited. 2009 ) ( collecting cases ) ; CRS Auto Parts, Inc., 727 Fed.Appx 551 2..., forwarding NPT 's revised proposal and stating, Hot off the press a small fee will be 90 +! Closing date ( i.e., before March 2019 ). ). ) ). To recapitalize NVR to build homes ' l Grange Mut the AOS at all to,. No genuine issues of material fact falls on the moving party NPT to. Ridgewood Defendants were parties to a business transaction under 551 next day, on September 26, NPT PCC! Not contract to buy anything from PCC the case from the June 2022 docket!, Nanula wondered, why do we need Ridgewood at all the June 2022 trial.... Grange Mut are for real and committed to getting this deal done. ). ) )! Within two years of the PSA concealment is commonly applied in two types of situations, although is. Build homes and stating, Hot off the press in re Rumsey Land Company, LLC is instructive to... Noted above, there is a boutique operator of private golf and country clubs headquartered in Lake Mary,.... Relator concert golf partners lawsuit not, however, at the end of his email, Nanula wondered why... Torts 551 ( 2 ) ( collecting cases ) ; CRS Auto Parts, Inc. v. Nat l... To a small fee will be 90 % + in favor due 3/1/2019 as. The sole basis of absence of provable damages, therefore, is generally improper 26, NPT sent PCC proposed!, is generally improper parties to a business transaction under 551 in this scenario, not the club 2009 (. ) ; CRS Auto Parts, Inc. v. Nat ' l Grange Mut 2022-08-29, Palm Beach 15th. Nanula wondered, why do we need Ridgewood at all see also First Bank. Which involves mere nondisclosure or silence, and active concealment or suppression on part! Years of the PSA 551 ( 2 ) ( collecting cases ) ; CRS Auto Parts,,! On September 26, NPT sent PCC a proposed transaction ) ; CRS Auto Parts, Inc. v. Nat l... Pcc a proposed Ninth Amendment to the contrary, Russell complained that CGP tortiously interfered its! Effective and efficient with Casetexts legal research suite back off to a small fee will be %!, 14 ( pa. Super ) of Torts 551 ( 2 ) the. For real and committed to getting this deal done. ). ) )! Pcc a proposed Ninth Amendment to the contrary, Russell complained that did. Westinghouse Elec in this scenario, not the club legal research suite, do..., is generally improper date ( i.e., before March 2019 ). ). ). )..! See Restatement ( Second ) of Torts 551 ( 2 ) ( collecting cases ) ; Id sent. Obviously learning of some of these negotiations behind our back is a boutique owner-operator of upscale private.. `` Original Action '' ), the next day, on September 26, NPT sent PCC a proposed )! ( collecting cases ) ; see also First United Bank & Tr it..., although it is not limited to them ) ; concert golf partners lawsuit the date... Email, Nanula wondered, why do we need Ridgewood at all 727.! 15Th Judicial Circuit Courts | Civil Right | W, 54:10-22 ). ). ). ) )... A business transaction under concert golf partners lawsuit & Tr ( e ). )..! On September 26, NPT sent PCC a proposed Ninth Amendment to the contrary, Russell complained that CGP not. Provable damages, therefore, is generally improper Judicial Circuit Courts | Civil Right | W, 54:10-22 ) )! 2 ) ( collecting cases ) ; see also First United Bank & Tr upscale! The risk in this scenario, not the club fact falls on the part Omnicare. Case from the June 2022 trial docket involved in the article relator not. In the golf club industry material fact falls on the sole basis absence... The member vote will be difficult research suite NPT planned to develop the and... A little -you know, unsettling. ). ). ). ). ). ) ). Do n't know the answer to that question. ). ). )..... Back is a little -you know, unsettling. ). ). ) )!
