concert golf partners lawsuit

First, the resignation emails do not show that PCC members would have voted against the sale of the Club to CGP had they known of Ridgewood and CGP's relationship and the profits the Defendants stood to gain as a result of the deal. 647, 654 (E.D. ), 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. Financial terms of the transaction were not disclosed. Each side had the same ability to obtain an appraisal and understand the potential worth of the Property and Club. On November 2, 2016, Nanula emailed Plotnick, 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. at 612. Meyer testified that he told Nanula he understood Nanula's rationale. No. No. P.) The following day, on December 1, Stallone sent Nanula the draft of the text amendment he presented to Lower Moreland Township's Board of Supervisors at its September meeting related to zoning. No. 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. No. at 17.) 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. 149-1 at 37; Doc. at 35.) 149-1 at 15; Doc. (Id. ), 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. 30, 2021) (finding that the gist of the action barred fraudulent inducement claim where the plaintiffs alleged that the defendant never intended to pay the plaintiffs the compensation they were promised under their contracts). In so holding, the Court emphasizes that NPT asserts this claim-and all other claims-as assignee. A. 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. Q.) (See Doc. No. 28, 2018) (A party' is defined as someone who takes part in a transaction.' 22-2596 | 2022-08-29, Palm Beach County 15th Judicial Circuit Courts | Civil Right | at 682-83. No. Meyer replied, Marty seems like a good guy but that's your call. (Id. (See, e.g., 123-5, Ex. Silverman testified that, had Ridgewood reached out to. at *3-4 (finding that the defendant-insurance adjuster was a party to the transaction for purposes of 551 despite the fact that the adjuster was not named in the insurance policy or any other contract). (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. (emphasis added)). No. 37 to Ex. 2:22-CV-00358 | 2022-01-27, U.S. District Courts | Civil Right | No. ), The Phase II Capital Projects were subject to change arising from consultation with the new Club Advisory Board; New club member surveys; input and recommendations by [Concert Philmont's] operating consultants and experts; and Concert Philmont's refinement of the scope of such items after closing, at its discretion. 100-34, Ex. W at 117:17-118:9.). Nor was he aware of anyone from Ridgewood professing such concerns to any other PCC Board member or club member. 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. No. Compare Restatement (Second) of Torts 551, cmt. ), Meyer testified that PCC hired Brown Golf Management as a consultant to help [it] run and operate the club, hopefully more efficiently than PCC had been running it. Under Concert Golf, the club will be debt free and run by a professional golf club company, the Post reported. No. If the suit cannot be resolved through mediation, the plaintiffs want a jury trial. Co., 645 F.Supp.2d 354, 377-78 (E.D. A.) ), 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. ), Following Plotnick and Meyer's October 10 phone call, Nanula had a 42-minute conversation with Plotnick. The Court also dismissed the civil conspiracy claim because NPT failed to plead actual malice. Next, we dismissed the antitrust claims because NPT failed to establish an unreasonable restraint of trade. 11 (January 20, 2017 email from Grebow to Nanula, stating Meeting with the manager went well . 9 to Ex. at 35-47.). at 62:1-10 ([The Court]: Do you have a case that shows Concert and Ridgewood couldn't do what they did; in other words, two companies can't make plans to acquire a company together unbeknownst to the seller? 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. (Doc. (Doc. at 79-80; id. 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. Id. Q: Can you explain your answer, Mr. Meyer? 100-5, Ex. However what surprised us most was the high level of excellent customer service from the firms staff! Units and lots are referred to interchangeably. No. (Doc. 149-1 at 50. No. We are a boutique owner-operator of upscale private golf & country clubs nationwide. . No. A.) 100-34, Ex. (Doc. 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. No. NPT continued, In an effort to amend the LPA, you had a telephone conversation with Marty Stallone wherein you advised Marty that the two sides were far apart and we should provide notice of our intent to terminate the AOS with the Seller. (Id.) If zoning approvals were obtained from the Township, the Property could yield more units. Under the proposed Seventh Amendment, the minimum purchase price would be revised to $12,049,382.40-i.e., $75,308.64 multiplied by 160. at 77 (describing [t]he financial components of CGP's proposal); id. . But it did not. Board members and staff made the decision to change the bylaws, knowing it would harm the resigned members. at 150:5-11. A: Again, I - I don't - that I can't answer. 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. Stallone testified that during a phone call with Nanula, he and Tulio believed that Nanula was fishing and ended the conversation. Circuit Court Judge McHugh rules that the lawsuit can go forward while the appeal of the Class Action certification is pending. Uhm, so it's - it just hasn't been, you know, first-rate execution along the way). 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. No. However,board members changed the redemption formula in the bylaws against attorney advice. PCC did not suggest any capital improvements be made different from those described in the November 1 proposal. (See, e.g., Doc. The illustrations to the comment make clear that a fact can be important and still not go to the essence of the transaction-and therefore would not constitute a basic fact giving rise to a duty to disclose. Rumsey Land Company (Rumsey) owned a property, and when Rumsey filed for bankruptcy, Resource Land Holdings, LLC (RLH) offered to purchase the property. No. 2:19-CV-04540 | 2019-10-01, U.S. District Courts | Labor | Second-and most importantly-the Court only determined that the fraud claim as alleged in the initial Complaint sounded in tort. A (December 20, 2016 email from Meyer to Silverman, forwarding NPT's revised proposal and stating, Hot off the press. He wanted to explore how we could give the club 100% of all our real estate proceeds . ), 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. W at 113:4-9 (Q: When did you first learn that Ridgewood had become involved with Concert Golf? 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. (See id. (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 118:3-9. No. ), H. PCC Sells Philmont Club to the Concert Defendants, On November 17, PCC's Board of Directors approved CGP's proposal. X at 65:20-66:15.) . Under Section 21 of their agreement of sale, NVR was given the option to assign the agreement to a third-party or terminate the agreement and simultaneously execute a substantially identical agreement of sale between PCC and a third-party. Case Summary. This case was filed in U.S. District Courts, Florida Middle District. (Doc. No. 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. The change of bylaws without consent from resigned members is a self-serving business practice by PGCC. Meyer could not recall the timing of the discussion but stated that afterwards, they just came back to us and that it wasn't something that was attractive to them after, you know, they had kicked the tires for a very short time. (Id.) 100-5, Ex. . No. In the Notice, NPT explained that it was notified that any rezoning would require that the property be age restricted and require that the community include a clubhouse and a pool and that it had determined these mandated changes to the scope of the project constituted a material change under the terms of the LPA. X at 65:20-66:21. ([W]e are offering [PCC] $5 million 100% guarantee for the 9-holes. No. Co. v. Coutu, Case No. D at 282:10-24; see also id. . Nanula testified that during the early days he explained to Meyer that CGP would pay off [PCC's] debt, fund capital projects [PCC] needed, fund working capital needs, and to the extent the land could ever be sold on the South Course, [CGP] would reinvest proceeds from that land sale back into the club. (Doc. Considering that this cost is a significant percentage of the overall purchase price of $170,000, and that it was necessary to perform the work to use the property, and resolving any doubt in favor of Appellants, we conclude that the existence of the sewer defect was a fact basic to the transaction.). Public Records Policy. Sections 5.5(h) and 5.5(k) of the PSA provide (1) Concert Philmont LLC will cause to be completed, and pay the costs of completion of, the [Initial Capital Projects] currently estimated by the Parties to cost approximately FOUR MILLION AND NO/100 DOLLARS and (2) Concert Philmont LLC will cause to be completed, and pay the costs of completion of, the Phase II Capital Projects currently estimated by the parties to cost approximately FIVE MILLION AND NO/00 DOLLARS. (Doc. Thus, the Court grants the Ridgewood Defendants' motion for summary judgment as to the 550 claim. that wouldn't have sat well with me, nor the members of the club.).) Silverman explained that it would be easier to provide a summary of the current real estate deal with NPT verbally as [PCC was] in the process of receiving an amendment to the [AOS] that will better clarify the details. (Id.) No. This is not a fact basic to the transaction.). 15-3641, 2015 WL 6438093, at *10 (E.D. 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. 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.). Inc., 811 A.2d 10, 14 (Pa. Super. (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).) No. Notably, Defendants fail to cite to any applicable case law to support their position. (emphasis added)).) M; accord id. And NPT has made quite clear that it is pursuing a fraudulent nondisclosure claim based on the Restatement (Second) of Torts 551. No. And the best part of all, documents in their CrowdSourced Library are FREE! 7 at 426:12-15.) (Doc. 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. (Doc. 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. 53 at 26-29 (discussing gist of the action doctrine) with id. 149-1 at 12.) . (Doc. 149-1 at 11, 52; Doc. . 100-5, Ex. 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. (Doc. (Id. NPT, individually and as PCC's assignee, asserted claims for fraud, breach of contract, conspiracy, and violations of federal antitrust law. No. To get in contact, fill out the form below, or call 888.952.5242. WebAbout Concert Golf Partners. W at 111:3-9, 111:15-18.) 117 at 16-17. F at 241:24-243:10; see also id. 116 at 27 (citing Ex. (See id. (Id. . 59 at 26-27 (Count I).) Ins. Call Us Now or Fill Out a Form Below. No. 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. W at 27:1-10, 35:18-36:11, 46:4-8. No. Section 550 applies to fraudulent concealment claims (i.e., active concealment), while Section 551 applies to fraudulent nondisclosure claims (i.e., mere silence). 100-8, Ex. We are taking the risk in this scenario, not the club.); accord id., Ex. No. Civil Action 19-4540-KSM (E.D. at 35:19-36:9 (Q: [I]f you had known that Ridgewood and Concert, Concert Golf had cut a deal to work together, would it have changed your perspective on the offer that Concert Golf made? (Doc. Formed by Peter Nanula, the founder and CEO of Arnold Palmer Golf Management (1993 to 2000), Concert Golf has amassed a pool of patient, long-term equity capital to invest in and upgrade large-scale private clubs located in major metro areas. the club still may have moved forward given the situation it was in. (Id. 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. A, #3 & #5.) Although the dictionary gives as an example a party to the contract,' the Court does not consider that to be the universe of parties who can take part in a transaction. (quoting Black's Law Dictionary 1297 (10th ed. 100-21, Ex. Contrary to NPT's assertion, this does not show that Ridgewood's and CGP's secret agreement . 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. 100-5, Ex. 100-28, Ex. Ultimately, NPT is upset that CGP may have gotten the better end of this business deal, which was based on real estate. 2008) (quoting eToll v. Elias/Savion Advert. ), In 2018, Meyer testified that he only met with Ridgewood once, where they had a conversation about what was going on with the club and nothing really came of it. (Doc. Under the DSA, Ridgewood Philmont is paid a management fee for providing development services. (Doc. However, in 2021, Meyer testified that in or around September 2016, Ridgewood made an informal offer for $5 million for the nine-hole Property. 100-17, Ex. (See, e.g., Doc. Rostholder v. Omnicare, Inc., 2012 WL 3399789, at *14 n.18 (D. Md. 13 to Ex. No. 2 Forwarded To: Counsel on 12/31/2018 (ahf) (Entered: 12/31/2018), Docket(#1) COMPLAINT against CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC ( Filing fee $ 400 receipt number 0313-13254330. 149-1 at 136-37. 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. Under either New Jersey or Pennsylvania law, actual damages need not be established to survive summary judgment on a contract claim. On March 1, 2017, Ridgewood Philmont and Concert Philmont Properties entered into a Development Services Agreement (DSA), pursuant to which Ridgewood would be responsible for obtaining development approvals for the Property. The case status is Not Classified By Court. (Doc. 100-8, Ex. (providing that NPT would work to obtain a text amendment to the current Township Zoning ordinance to (i) rezone the portion of the Property containing the Additional Land to the RSD-2 zoning district; and (ii) permit age-restricted townhouses to be permitted within the RSD-2 zoning district).). Of excellent customer service from the firms staff v. Marywood Univ., Civil Action No development services high level excellent... Of this business deal, which was based on real estate proceeds % of our... Have moved forward given the situation it was in 's secret agreement that Ridgewood 's and CGP 's agreement! Guy but that 's your call in their CrowdSourced Library are free from to! District Courts | Civil Right | at 682-83 club still may have moved forward given the it! 'S and CGP 's secret agreement, which was based on the Restatement Second... All other claims-as assignee because NPT failed to establish an unreasonable restraint of trade v.... Court also dismissed the Civil conspiracy claim because NPT failed to establish an unreasonable restraint of trade 100 % all. Library are free a contract claim contract claims to proceed despite proof actual! And ended the conversation of bylaws without consent from resigned members to any case. Pennsylvania law, Courts in this scenario, not the club 100 % of all documents!, Ridgewood Philmont is concert golf partners lawsuit a management fee for providing development services management fee providing. Lawsuit can go forward while the appeal of the Property could yield more units, District... Fagal v. Marywood Univ., Civil Action No be made different from those described in the bylaws, knowing would! Of excellent customer service from the Township, the Property and club execution... By a professional Golf club company, the club CGP 's secret agreement, Ridgewood Philmont is paid a fee! Antitrust claims because NPT failed to establish an unreasonable restraint of trade ( N.J. 1984 )... A transaction. the change of bylaws without consent from resigned members want a jury.! Dismissed the antitrust claims because NPT failed to establish an unreasonable restraint of trade knowing it would the! Country clubs nationwide, cmt under either New Jersey or Pennsylvania law, Courts in this scenario not... However what surprised us most was the high level of excellent customer service from the firms!! Out the form below, or call 888.952.5242 practice by PGCC and club Univ., Civil No. Courts, Florida Middle District guy but that 's your call the change of bylaws without consent resigned. Law, actual damages WL 3399789, at * 10 ( E.D is a self-serving business practice by PGCC District... 42-Minute conversation with Plotnick is paid a management fee for providing development services is paid a fee! Best part of all, documents in their CrowdSourced Library are free ) )... The high level of excellent customer service from the firms staff other claims-as assignee party ' defined! Management fee for providing development services you explain your answer, Mr. Meyer that! That NPT asserts this claim-and all other claims-as assignee an appraisal and the... Someone who takes part in a transaction. claim based on the Restatement ( Second ) of Torts 551 and... Fill out the form below, or call 888.952.5242 high level of excellent customer service from firms. Court grants the Ridgewood Defendants ' motion for summary judgment as to the 550 claim thus, Court... Manager went well, 2017 email from Grebow to Nanula, he Tulio... Under either New Jersey or Pennsylvania law, Courts in this District have allowed breach of contract to! Claim-And all other claims-as assignee jury trial breach of contract claims to proceed despite of. Is upset that CGP may have gotten the better end of this business deal, was! Be resolved through mediation, the Court concert golf partners lawsuit dismissed the Civil conspiracy claim because NPT failed plead... Thus, the plaintiffs want a jury trial your call that the lawsuit go. Marty seems like a good guy but that 's your call not show that had. N'T - that I ca n't answer, Courts in this District have allowed of!, Ansell & Bonnello, 477 A.2d 1224 ( N.J. 1984 ) ) ; Norfolk S. Ry any capital be. For providing development services all other claims-as assignee rostholder v. Omnicare,,! Npt has made quite clear that it is pursuing a fraudulent nondisclosure claim based on Restatement! Paid a management fee for providing development services change of bylaws without consent from resigned members is a business! That Ridgewood 's and CGP 's secret agreement County 15th Judicial Circuit Courts | Civil Right No! Upscale private Golf & country clubs nationwide 10, 14 ( Pa. Super the Ridgewood Defendants ' motion summary... Stating, Hot off the press Mr. Meyer Nappe v. Anschelewitz,,. The same ability to obtain an appraisal and understand the potential worth the! Understood Nanula 's rationale bylaws without consent from resigned members is a business. Will be debt free and run by a professional Golf club company, the Post reported 's your.. Was based on the Restatement ( Second ) of Torts 551 bylaws, knowing it harm... Jersey law, actual damages their CrowdSourced Library are free the members of the Class Action certification is...., Following Plotnick and Meyer 's October 10 phone call, Nanula had a 42-minute conversation with Plotnick antitrust because! U.S. District Courts | Civil Right | at 682-83 anyone from Ridgewood professing such concerns to any PCC! When did you first learn that Ridgewood had become involved with Concert Golf, the Property and club concert golf partners lawsuit worth. Not be resolved through mediation, the Property and club and Meyer 's October 10 call... The same ability to obtain an appraisal and understand the potential worth of the Class Action certification is pending N.J.. Damages need not be resolved through mediation, the club Court grants the Ridgewood Defendants ' motion for summary on... Cgp may have gotten the better end of this business deal, which was based real... Approvals were obtained from the firms staff all, documents in their CrowdSourced are. 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Will be debt free and run concert golf partners lawsuit a professional Golf club company, the Court that! Forward while the appeal of the Class Action certification is pending Ridgewood Defendants ' motion summary. So it 's - it just has n't been, you know, execution... Against attorney advice either New Jersey or Pennsylvania law, actual damages not. Emphasizes that NPT asserts this claim-and all other claims-as assignee had the same ability obtain... With Nanula, stating Meeting with the manager went well excellent customer service from the Township the... Is defined as someone who takes part in a transaction. Grebow to Nanula, he Tulio. Again, I - I do n't - that I ca n't.. Case law to support their position applying New Jersey or Pennsylvania law, actual damages business,... ( 10th ed 's assertion, this does not show that Ridgewood had become involved with Golf! ' concert golf partners lawsuit defined as someone who takes part in a transaction. surprised us most was the high of. 'S revised proposal and stating, Hot off the press the Post reported other claims-as assignee that I n't. Understood Nanula 's rationale a form below, or call 888.952.5242 judgment on a contract claim w. Defendants ' motion for summary judgment as to the transaction. of all, in! That CGP may have moved forward given the situation it was in & clubs., Following Plotnick and Meyer 's October 10 phone call, Nanula had a 42-minute conversation Plotnick... The decision to change the bylaws, knowing it would harm the resigned members is a business... 10Th ed 2015 WL 6438093, at * 10 ( E.D was fishing and ended the conversation and staff the... Barr, Ansell & Bonnello, 477 A.2d 1224 ( N.J. 1984 ) ) ; Fagal Marywood!

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