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. Pa. Apr. Those cases arose in different contexts. at 198:3-199:1.). Concert Golf Partners inherited the suit when it purchased the club in January 2019. 14 to Ex. As to the Ridgewood Defendants, NPT summarily asserts that they were parties to a transaction because they participated in the transaction by colluding with the Concert Defendants. (Doc. (Doc. at 34; accord Doc. (If the facts of a particular claim establish that the duty breached is one created by the parties by the terms of their contract . Attached to the PSA are exhibits that delineate the capital improvement projects to be undertaken. U.S. Courts Of Appeals | Other | 2015) (Under Pennsylvania law, if a party is able to prove breach of contract but can show no damages flowing from the breach, the party is entitled to recover nominal damages. (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).) 100-5, Ex. 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. Case Summary. (The Board unanimously believes that this is our best option towards securing Philmont's success in the years ahead. 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. (See Doc. Co., 920 F.Supp. The Court disagrees. 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. WKAR relies on individual 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. . 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. First, in the Court's August 18, 2021 Memorandum, the Court sua sponte considered the gist of the action doctrine in determining whether fraud claims arose under the PSA. at 60-64.) 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. This underscores the fact that Meyer and PCC understood CGP, a golf hospitality firm, would be working with a developer. ), Ridgewood and CGP continued to keep in touch as things moved ahead with CGP and PCC. at 17)-i.e., after CGP and Nanula's initial November 1, 2016 proposal to acquire the Club and after Philmont's Executive Board voted to approve the PSA (id. Nos. 16 to Ex. In Counts IV and V, NPT, as assignee, brings twin aiding and abetting fraud claims against the Concert Defendants (Count IV) and the Ridgewood Defendants (Count V). (Doc. There, the court held that the defendant, Gnagey, actively concealed eight abandoned tanks from the plaintiff, the Fund, which provided coverage to storage tank owners. Id. 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. 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. Citing to comment l to 551, NPT argues that the Concert Defendants' behavior amounted to swindling. ), Nanula incorporated this into the November 1, 2016 proposal that CGP sent to PCC. 17 to Ex. NPT has not cited a single case suggesting that an individual or entity can be held to have a duty to disclose and be responsible for clarifying a partial or ambiguous statement that it did not make. 1. Mindful that is not dispositive, see id., cmt. The Court is not persuaded that the Concert Defendants' behavior shocks the conscience or that the Concert Defendants trapped PCC into a deal, the substance of which it was unaware. Pennsylvania has adopted the Restatement (Second) of Torts 550, which imposes liability for intentional concealment of material information regardless of a duty to disclose.). 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. 36 to Ex. 124-1 at 9; Doc. 125-4, Ex. No. No. This field is for validation purposes and should be left unchanged. 117 at 16-17. See Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). Q: If you had known that Concert and Ridgewood were anticipating millions in extra profit from the deal, would you have thought differently about the deal that Concert was offering to Philmont Country Club? Federal courts applying Pennsylvania law have agreed with the impropriety of summary judgment in such a situation. For the reasons that follow, the Court grants in part and denies in part the motions. PCC did not suggest any capital improvements be made different from those described in the November 1 proposal. (Id. No. 149-1 at 161, 42.) Equal Employment Opportunity Act (EEOA) - 42 USC 2000e Rostholder v. Omnicare, Inc., 2012 WL 3399789, at *14 n.18 (D. Md. at 10), and it had a relationship with NPT. 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). A comment to 551(e) provides: In the Court's prior Memorandum, the Court ruled on whether Defendants owed PCC a duty to disclose and, in particular, whether Ridgewood and CGP's relationship was basic to the transaction. ), On August 26, 2021, NPT filed an Amended Complaint. No. 1:21-CV-00455 | 2021-05-21, U.S. District Courts | Civil Right | (Id. 17-1694, 2018 WL 827433, at *5 (E.D. ), In its response, NPT asserts that the Concert Defendants' argument that the gist of the action doctrine bars the fraud claim necessarily fails because the Court already found the gist of the action doctrine inapplicable. (See Doc. And when asked specific questions related to the tanks, Gnagey failed to provide pertinent information. No. 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. 116 at 29 (citing Ex. . (See Doc. This is not a fact basic to the transaction.). The Court dismissed the aiding and abetting fraud claims. (Id.) at 5357.) at 1, 88. . A (said email exchange).) No. 149-1 at 71.) (Id.) No. 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.) 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. No. W at 111:3-9, 111:15-18.) (See Doc. (Id. No. Agreed Order is entered by the Court to simplify the discovery process. 18 to Ex. No. Q: If you had known that Concert and Ridgewood were anticipating millions in extra profit from the deal, would you have thought differently about the deal that Concert was offering to Philmont Country Club? (Doc. No. (See Doc. No. Corp., 66 F.3d 604 (3d Cir. 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. Q.) at 682. The Concert Defendants argue that the fraud claim should be dismissed because it is barred by the statute of limitations, the gist of the action doctrine, and the economic loss doctrine, among other reasons. A: . No. No. (KARPF, ARI) (Entered: 12/31/2018), U.S. Courts Of Appeals | Other | No. 116 at 28-19 (Ridgewood and CGP also had a duty to disclose their relationship because disclosure was necessary to prevent Ridgewood's backing out of its promise to make an offer to [PCC] from being misleading.).) 100-28, Ex. No. Because the gist of the action doctrine analysis is dispositive and bars NPT from bringing its fraud claim against the Concert Defendants, the Court does not address the Concert Defendants' other arguments as to why summary judgment is warranted on the fraud claim. See Williams v. Hilton Grp. But that information related to the amount of money CGP intended to spend on capital expenditures, not Ridgewood and CGP's relationship. The court found that those misrepresentations involved duties later enshrined in a contract. Id. 100-5, Ex. Scrape $2.5m here.').) . Any unauthorized use of mctlaw is expressly prohibited. As PCC did not execute the proposed Ninth Amendment upon receipt on September 26, the due diligence period deadline, approximately an hour and a half later, NPT formally terminated the AOS. See Gaines, 354 F.Supp.2d at 587-88 (citing Restatement (Second) of Torts 550 and failing to mention 551 but then holding that Plaintiffs have failed to advance any authority supporting the extension of the duty to speak in the manner necessary to sustain a fraudulent concealment claim based on the asserted non-disclosure of Krawczyk's past misdeeds to the general public or residents of Homestead, Pennsylvania). . . First, NPT has not pointed to any evidence showing that CGP and Ridgewood's partnership was a fact basic to the transaction. 100-38, Exhibit GG.) 149-1 at 124; Doc. ), 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. Ultimately, NPT is upset that CGP may have gotten the better end of this business deal, which was based on real estate. if, but only if, he is under a duty to the other to exercise reasonable care to disclose the matter in question. Restatement (Second) of Torts 551; see also Gnagey Gas & Oil Co., Inc. v. Pa. Headquarters Regions East Coast, Southern US. The Motion by Concert Plantation and PGCC to continue/delay the trial is DENIED. 11 to Ex. A (Given these benefits and the operational and management obstacles we continue to experience, the Board of Directors is pursuing a transaction with [CGP]); Id. See Malone v. Weiss, Civil Action No. 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. Viewing the facts in the light most favorable to NPT, the Court cannot find that there is no material dispute of fact as to whether Nanula and CGP are parties to the transaction for the purposes of 550 and 551. No. (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 . Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. at 35.) 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. 100-35, Ex. (Id. at 22.) Approximately two-and-a-half years later, on September 18, 2019, as part of the settlement, NPT and PCC entered into a Limited Assignment of Claims Agreement. (See July 19, 2022 Hr'g Tr. The following week, on October 10, Plotnick emailed the same documents to Matthew Glavin at Morningstar Golf & Hospitality, LLC. . No. 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. I don't know the answer to that question.).) . The evidence showed that Gnagey had discarded the abandoned tanks and the soil, and backfilled the excavated area without informing the Fund that it discovered the abandoned tanks; changed its invoicing procedure to the Fund after discovering the abandoned tanks; and issued three invoices to the Fund accompanied by photographs, narratives, and a chronology of daily work activities, all of which failed to document or disclose the abandoned tanks. Id. ), In May 2015, PCC agreed to sell the Property to NVR, Inc., a homebuilder. See The Roskamp Inst., Inc. v. Alzheimer's Inst. Nanula explained that Meyer wanted to explore how we could give the club 100% of all our real estate proceeds in 2-4 years when a deal happens. (Id.) at 70-71. . Presently before the Court are the Ridgewood Defendants' and the Concert Defendants' motions for summary judgment. (Id.) 5 to Ex. W, 54:10-22).) PGCC and Concert file their reply objecting to the request for rehearing by The Class. 149-1 at 54; Doc. To the contrary, the evidence shows that PCC did not even attempt to create a bidding war to drive up the sale price to increase its own profit when it received NPT's revised proposal in December 2016. . 3 to Ex. No. 5 to Ex. (See Doc. He wanted to explore how we could give the club 100% of all our real estate proceeds . Although RLH made an initial offer to purchase Rumsey's land and later placed an unsuccessful stalking horse bid on the property, RLH did not contract to buy anything from Rumsey. D at 29:13-22.) No. A; 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. (emphasis added)). (Doc. in order to deal with member capex obligations, which could go higher than the $5-6m, and last, splitting the remainder of the proceeds 60-40 (60% CGP, 40% Ridgewood). 149-1 at 75; Doc. 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. (Doc. And on November 30, in response to receiving Meyer's email with the contact information of two firms (NPT and NVR), Nanula told Meyer that he would find the right people to get this land transaction done (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. Id. Concert Plantation & PGCC file a Motion to Continue/Delay the hearing on the Motion for Partial Summary Judgment as well as the Trial. 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. Anderson, 477 U.S. at 255. No. Performance Rating Act - 5 USC 4303, (#3) WAIVER OF SERVICE Returned Executed by JAMES STEVENS. 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. 100-5, Ex. 100-28, Ex. 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. No. 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. Defendants moved to dismiss the Complaint (see Doc. 149-1 at 14.) A: I would say not necessarily. (See Doc. No. No. (Doc. On July 22, 2015, NPT and NVR entered into a Lot Purchase Agreement (LPA), which provided that NPT would sell the individual lots to NVR. That same day, Meyer and Nanula had a phone call regarding the terms under which the Concert Defendants would purchase Philmont Club. If the suit cannot be resolved through mediation, the plaintiffs want a jury trial. 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). (Doc. 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. (Compare Id. at 25:24-26:22 (Q: Would you have recommended that sale if you knew that Ridgewood had an interest in making an offer to Philmont, but refrained from doing so based on what Concert Golf - Concert saying they could get a better deal, would you still have recommended that deal? No. No. ), At the suggestion of PCC, the Concert Defendants also had brief communications with developer, NPT/Metropolitan, around this same time frame. 322 ( 1986 ). ). ). ). ). ). )..! | ( Id, see id., cmt are matters left to amount! Karpf, ARI ) ( entered: 12/31/2018 ), U.S. District courts | Civil Right | (.. Agreed Order is entered by the Class and PCC left to the,! See Celotex Corp. v. 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