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).). . 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. at 36:20-37:13; see also id. (Doc. No. Anderson, 477 U.S. at 255. Accordingly, the Court grants summary judgment to the Concert Defendants on Count I. NPT must set forth more than a mere scintilla of evidence to survive summary judgment, and it has not. ), 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. No. 100-5, Ex. No. 9 to Ex. at 13:1-3; id. (See, e.g., Doc. M.) The proposed Ninth Amendment had the same purchase price adjustment provisions as the proposed Seventh Amendment (which was not executed). 125-14, 173.) 100-5, Ex. (Doc. (Doc. 116 at 28 (Rather, the Defendants were the only source of the information that they were working together behind [PCC's] back to acquire Philmont Club at a cut rate price. . at 496-97, 503-04. 100-5, Ex. No. 3 to Ex. ), 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. 100-25, Ex. And the best part of all, documents in their CrowdSourced Library are FREE! A.) ), 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. 28, 2018) (A party' is defined as someone who takes part in a transaction.' 14 to Ex. No. The change of bylaws without consent from resigned members is a self-serving business practice by PGCC. NN at 267:21-268:1. X at 10:8-13 (Meyer's and Silverman's testimony that they both resigned).) No. Now it is just a matter of executing. (Id.) And the best part of all, documents in their CrowdSourced Library are FREE! (See Doc. Updated: Feb 28, 2023 / 05:11 PM EST. We need active, independent management expertise and an immediate infusion of operating and capital support.). 149-1 at 33.) To support its position, NPT also cites Silverman's statement that he would not have approved the sale knowing what he knows now: For these reasons, the Court grants summary judgment in favor of the Concert Defendants on NPT's 550 fraudulent concealment claim. 3 to Ex. 100-15, Ex. And, like RLH, Ridgewood ultimately did not contract to buy anything from PCC. mctlaw Fights to Help You Receive the Amount You Deserve. at 89; see also Doc. 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. 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 . . A (I thought it would be proper' for us to advise Tom [King with NVR] that we are going to let the agreement expire in some manner.). (Doc. PCC was in a distressed financial situation and decided to sell a portion of its property (the Property) for residential development. (Doc. 22 to Ex. 149-1 at 71.) By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, Id. Id. . 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. (Doc. No. Nanula assured Meyer that CGP would find the right people to get this land transaction done. (Id.) 08-1386, 2018 WL 5033749, at *6 (D.N.J. 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. fails to disclose . No. However, in 2021, Meyer testified that in or around September 2016, Ridgewood made an informal offer for $5 million for the nine-hole Property. It also never contracted to perform services for Rumsey, and it was not part of an employment relationship with Rumsey. A (We have to assume no real estate transaction might ever be possible, due to the environmental remediation vagaries and cost; the extensive infrastructure costs for the Philmont Ave. intersection project; and the Town approval uncertainties.).) The non-moving party must show more than the mere existence of a scintilla of evidence in support of its position. At first, PCC agreed to sell the Property to Toll Brothers, but Toll Brothers terminated that agreement in July 2014. 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. 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. However, the Court dismissed the only cause of action asserted against those entities-civil conspiracy, so they are no longer Defendants in this action. No. the capital investments being implemented with regard to the two required capital phases under our Agreement of Sale . (Id. W at 27:1-10, 35:18-36:11, 46:4-8. Thus, PCC could have learned this information (Ridgewood and CGP's relationship) from the Township, and not just the Concert and Ridgewood Defendants. . When asked whether he would have voted to sell the club to the Concert Defendants had he known that Concert Golf was telling Ridgewood to stand down and not make any offer to Philmont in exchange for . 149-1 at 75; Doc. ), Cicero agreed that the return Ridgewood would receive under the proposal seems awfully high instead of just some set fee that is relatively nominal. (Id.) 13), and the Court granted the motion in part and denied the motion in part (Doc. (Id. 16 to Ex. . PCC never obtained a current appraisal for the Property or the entire club. (Id. But the allegations in the initial Complaint are fundamentally different from those alleged in the Amended Complaint, which was filed after the Court ruled on Defendants' motion to dismiss and is the current operative complaint. The Tenth Circuit's logic in In re Rumsey Land Company, LLC applies with equal force as to Ridgewood. 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. at 54 (Here, NPT argues that Defendants had a duty to speak because the omissions were basic to the transaction' (i.e., PCC would not have entered into the PSA had it known that the development approvals were forthcoming and/or that Ridgewood and CGP were working together) and that subsequently acquired knowledge rendered previous representations Defendants made to PCC false . No. ' Toledo Mack Sales & Serv., Inc. v. Mack Trucks, Inc., 530 F.3d 204, 229 (3d Cir. (Id.) 116 at 26.) 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. No. On October 3, 2016, Meyer informed Nanula that the AOS had been terminated and that PCC was considering its options for moving forward. A.) As a kicker' if we are fortunate enough to get the zoning approval we are seeking, we will add another $1 million to the purchase price for a total of $6 million.); id. ClubCorp and Morningstar are both golf course operators. ), 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. No. ), CGP is involved in the golf club industry. ), On October 21, Plotnick emailed Nanula [his] initial thoughts to a structure of a deal between CGP and Ridgewood at PCC. 117 at 16-17. 647, 654 (E.D. ' (Doc. . J (stating that the purpose, scope and intent of the development has substantially changed).) ), 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. at 5357.) 149-1 at 12.) Mctlaw fights for you to get the correct refund amount from Plantation Golf and Country Club. the law ordinarily infers that damage ensued, and, in the absence of actual damages, the law vindicates that right by awarding nominal damages.' (Doc. 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. 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. But no reasonable juror could find from these facts that Ridgewood was a party to a business transaction. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. No. No. 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. (Id.) 39 to Ex. A copy of the meeting notes is available by clicking on the document to the right. No. (Id. ), Restatement (Second) of Torts 551, cmt. 6:21-CV-00134 | 2021-04-08. A. PCC Decides to Sell Part of Its Property to Raise Needed Funds, PCC is a Pennsylvania non-profit corporation that owned and operated a private country club by the same name, Philmont Country Club (the physical premises of which are referred to as Philmont Club), located in Lower Moreland Township, Pennsylvania. ), Fields forwarded Nanula's email to PCC's then-Treasurer, Sam Silverman. 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. (See Doc. (Doc. No. 125-4, Ex. Ct. 2013) ([S]ection 551 imposes liability for nondisclosure of information when the defendant has a specific duty to disclose, which arises only in certain, enumerated circumstances.). (Doc. B. ), On November 21, Plotnick emailed Nanula his thoughts on some deal points as well as a few tweaks to [the] deal structure. (Doc. As Jonathan mentioned, we very much intend to put a proposal in front of you, that at the least, we hope will open the stage for further discussion); Doc. (Id. Because each of the Defendants' misrepresentations [the plaintiff] claim[ed] induced him to enter into the FFE Agreement [were] incorporated into the FFE agreement, the court held that the gist of the action doctrine barred the fraudulent inducement claims. (Doc. No. Concert Golf Partners is a well-capitalized owner-operator of golf properties nationwide. No. 149-1 at 30-31.) 12-6179 (JBC), 2014 WL 3578748, at *7 (D.N.J. 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