concert golf partners lawsuit

On November 30, 2016, after learning that CGP had an interest in acquiring Philmont Club, Marty Stallone, an Executive Vice President at Metropolitan, sent Nanula the AOS between NPT and PCC, along with the Eighth Amendment. (See id. 2014)); see also id. WKAR relies on individual 1. 100-5, Ex. Viewing the facts in the light most favorable to NPT and drawing all inferences in NPT's favor, the Court infers from the fact that Plotnick and Meyer had several phone calls in October 2016 that there were ongoing discussions about Ridgewood's interest in purchasing a portion of the Property or the entire club. ; see also id. 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. 149-1 at 158; Doc. Founded Date 1986. [A]: I'm not sure whether there is a case that talks about two companies cannot do that.).). No. No. Circuit Court Judge McHugh rules that the lawsuit can go forward while the appeal of the Class Action certification is pending. 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. 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. (See Doc. 2:19-CV-04540 | 2019-10-01, U.S. District Courts | Labor | at 2-3 (The primary motivation behind my resignation has been Concert Golf's refusal to respond to my repeated requests (i) to confirm in writing . ; see also id. 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. 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 . (So it seemed to me that this wasn't something that we might want to continue on down the road with.). (See Doc. No. On September 6, 2016, NPT sent NVR a Notice of Material Change, stating that NPT could not satisfy the conditions of the AOS, including obtaining zoning approvals to the satisfy the unit yield anticipated by the LPA. A.) (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).). 100-5, Ex. Philmont Club's facilities also included a tennis court, swimming pool, and clubhouse. A; Doc. (Doc. That this deception was undiscoverable, regardless of [PCC's] efforts, yields a duty to disclose.).) 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. At the conference, Plotnick expressed interest to Brown about a potential transaction between PCC and Ridgewood. As you also are aware, you have the option under Paragraph 3(b) of the Collateral Assignment Agreement for [NPT] to assign the AOS to NVR, Inc. . No. Speaking of PCC's Board, Nanula surmised, They need us, they want us, and they have capitulated in every respect. 149-1 at 75; Doc. No. . Thus a seller who knows that his cattle are infected with tick fever or contagious abortion is not free to unload them on the buyer and take his money, when he knows that the buyer is unaware of the fact, could not easily discover it, would not dream of entering into the bargain if he knew and is relying upon the seller's good faith and common honesty to disclose any such fact if it is true. (emphasis added)). Id. No. 149-1 at 37.) In so arguing, NPT cites to this Court's August 12, 2021 Memorandum, in which the Court cited to Bucci v. Wachovia Bank, N.A., 591 F.Supp.2d 773 (E.D. In light of Nanula's suggestion that they split the profits 60-40, Plotnick proposed that Ridgewood and CGP also split the due diligence and entitlement costs pro rata, or 60-40. The Court dismissed the fraud in the omission and fraudulent concealment claims, determining that Defendants did not owe PCC, which was a sophisticated entity engaged in an arms-length business transaction, a duty to speak. (See Doc. . at 77 (describing [t]he financial components of CGP's proposal); id. 2020-03-13, U.S. District Courts | Other | 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. . Plantation refund lawsuit expands to 54 plaintiffs Earle Kimel earle.kimel@heraldtribune.com 0:00 1:33 SARASOTA COUNTY A lawsuit against Contra Youndt, 868 A.2d at 551 (Appellants have alleged that Appellees knew of a defect in the sewage system that will cost approximately $28,000 to repair. Nanula responded, Yes, but this firm is in advanced talks with club president about buying this 35 acre parcel from the club . (Doc. W, 36:20-37:9, 54:10-54:22).) No. LL. at 27 (At this stage in the litigation, the Court is not persuaded by Defendants' contention that the fraud claims arise under the PSA. 100-35, Ex. then the claim is to be viewed as one for breach of contract. . 100-28, Ex. Please Update this case to get latest docket information. (Doc. 116, 117.) (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. A.) ' (citing Bucci, 591 F.Supp.2d at 783) (emphasis added).) No. Plotnick proposed that CGP purchase Philmont CC from the members, including both 18 hole courses; Ridgewood would ha[ve] no involvement on the golf side and instead would be brought in as a joint venture partner solely on the redevelopment portion of the property. (Id.) A: . . ), On December 12, Nanula met with PCC's membership and gave a presentation on CGP's proposal to acquire the Club. Viewing all the facts in the light most favorable to Plaintiff and drawing all inferences in its favor, the Court finds that a reasonable juror could conclude that the Concert Defendants' actively concealed their relationship with Ridgewood from PCC. (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.).) No. (Doc. (Doc. 149-1 at 38; see also Doc. Finally, one place to get all the court documents we need. (See Doc. (Doc. . 8:19-CV-02344 | 2019-09-20, U.S. District Courts | Other | (See Doc. 16 to Ex. (Id. No. 124-1 at 11.) Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). 1.) No. No. No. A subsidiary of Concert Golf Partners that controls the Plantation A dispute is genuine if the evidence is such that a reasonable jury could return a verdict for the nonmoving party, and a fact is material if it might affect the outcome of the suit under the governing law. Anderson, 477 U.S. at 248. 149-1 at 90. . 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. 116-14, Ex. (Id. 173)-notwithstanding the fact that he had told Ridgewood that he was ready to paper [their] deal the week prior (Doc. Ins. Co. v. Pittsburgh & W.Va. R.R. Concert Golf Partners ("Concert Golf," "CGP" or the "Company") announced today that it has received an investment from Clearlake Capital Group, L.P. (together with its affiliates, "Clearlake"). We have an experienced commercial litigation team ready to help you. 38 to Ex. 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. The Civil action was filed in the Superior Court on May 7, 2018. This field is for validation purposes and should be left unchanged. (See, e.g., Doc. No. And the record reflects that because of PCC's distressed financial circumstances, it did not push back during negotiations with the Concert Defendants or halt the transaction even when it believed it could have or should have received more monetary consideration in exchange for selling the Club and Property. 100-5, Ex. Id. (See Doc. 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. Defendants file their response to The Class motion for a decision on its claims for breach of contract and other issues. This purchase matches the dollar amount that is subject to contingencies in the proposal on the table from Center [sic] Golf. 100-29, Ex. Plotnick added, In the meantime, we will continue to stand on the sidelines and let you do your thing. 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. 8:20-CV-01139 | 2020-05-15, U.S. District Courts | Labor | O.) (Id. a. Corp., Civil Action No. Citing to comment l to 551, NPT argues that the Concert Defendants' behavior amounted to swindling. (Doc. NPT counters that New Jersey law applies, citing to a choice of law provision in the Confidentiality Agreement. No. . 149-1 at 136-37. . On September 27-the day after it terminated the AOS-NPT discussed the terms of the deposits it would render to PCC if PCC signed a new agreement of sale for the Property. Indus. A.) Full title:NORTH PENN TOWNS, LP, directly and as assignee of Philmont Country Club, Court:United States District Court, E.D. Relator does not, however, allege any active concealment or suppression on the part of Omnicare. 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. Co. v. Coutu, Case No. No. 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.) Celotex, 477 U.S. at 323. Restatement (Second) Torts 551(1) (One who fails to disclose to another a fact that he knows may justifiably induce the other to act or refrain from acting in a business transaction is subject to the same liability to the other as though he had represented the nonexistence of the matter that he has failed to disclose, if, but only if, he is under a duty to the other to exercise reasonable care to disclose the matter in question.). No. Section 550 applies to fraudulent concealment claims (i.e., active concealment), while Section 551 applies to fraudulent nondisclosure claims (i.e., mere silence). Presently before the Court are Defendants' motions for summary judgment. 2020-03-13, U.S. District Courts | Civil Right | . When I say they went to bat for methis Law Firm literally did just that. A (December 20, 2016 email from Meyer to Silverman, forwarding NPT's revised proposal and stating, Hot off the press. 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 . NPT cites two cases for the proposition that the question of materiality cannot can be decided at the summary judgment stage unless the issues are so obviously important that reasonable minds cannot differ on the question of materiality. Inc., 811 A.2d 10, 14 (Pa. Super. Those who do decide to join with be charged lower club fees, such as $12,550 per couple for golf, roughly half the amount now charged. Ultimately, NPT is upset that CGP may have gotten the better end of this business deal, which was based on real estate. Public Records Policy. Scrape $2.5m here.').) (Id. Ins. (explaining that concealment involves the hiding of a material fact with the attained object of creating or continuing a false impression as to that fact). Ruling favors golf club in lawsuit filed by former members A.) at 28. In re Rumsey Land Company, LLC is instructive as to whether the Ridgewood Defendants were parties to a business transaction under 551. Rumsey identifies no other interaction with RLH that would constitute a business transaction. Id. (Doc. . . . The Motion by Concert Plantation and PGCC is DENIED. 116 at 29. No. at 34; accord Doc. was basic to the transaction. (See Doc. Mail Class Action Notices mailed to class members/former PGCC equity members. 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. However, in 2021, Meyer testified that in or around September 2016, Ridgewood made an informal offer for $5 million for the nine-hole Property. For the foregoing reasons, the Court grants summary judgment to the Concert Defendants on Counts I (fraud), II ( 550), III ( 551), and IV (aiding and abetting) and grants summary judgment to the Ridgewood Defendants on Counts II ( 550), III ( 551), V (aiding and abetting). ), In May 2015, PCC agreed to sell the Property to NVR, Inc., a homebuilder. 116 at 29 (citing Ex. 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. ), 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. All future club required CapX will be the responsibility of Concert; and [t]hird, 60/40 (Concert/Ridgewood) of all additional proceeds. (Id.) The Court finds that there is no genuine issue of material fact that the Concert Defendants did not have a duty to disclose its relationship with Ridgewood to PCC. (Doc. 149-1 at 14.) For the reasons that follow, the Court grants in part and denies in part the motions. (Doc. The only duty that defendants allegedly breached involved a breach of a duty enshrined in the Purchase Agreement-namely, the non-compete clause.); see also Shoemaker v. HedgeCoVest LLC, Civ. The lawsuit alleged Lansing officers used excessive force and discriminated against DeShaya Reed, who is Black, because of her race. 20 to Ex. In so holding, the Court emphasizes that NPT asserts this claim-and all other claims-as assignee. 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). In In re Rumsey Land Company, LLC, the Tenth Circuit considered whether a 551 fraudulent nondisclosure claim could be brought against a third party in the context of a land sale. Headquarters Regions East Coast, Southern US. ), Meyer is a financial planning and investment advisor. at 50-53.) at 60-64.) 116-10, Ex. Neither of these situations is present here. Q: Can you explain your answer, Mr. Meyer? 16 to Ex. No. Pa. 2004) (finding no duty to speak to the public at large). The first occurs when the defendant actively conceals a defect or other disadvantage in something that he is offering for sale to another. Id. No. (Our proposal guarantees you all of the money that is currently at risk in the existing Center [sic] Golf offer.). Hearing on PGCCs motion that the Court decide the entire case (all claims by the The Class) without a trial. No. No. A.) (Doc. The Tenth Circuit affirmed summary judgment for RLH on the 551 claim, holding that RLH was not a party to a business transaction under 551. According to Meyer, Brown Golf Management both own[ed] clubs and served[d] as a management company for clubs across the country, and PCC had roughly a two-year relationship with them. (Doc. Deposition of Class Representative P. McGowan, Deposition of former PGCC Club Manager J. Leinaweaver. No. 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. (Doc. United States District Court, E.D. at 91:2-8. ' Matsushita, 475 U.S. at 587 (citation omitted). See Restatement (Second) of Torts 551(2)(a)-(e). However, even applying that rule in this context, the Court finds that here, the omitted information is so obviously unimportant that reasonable minds could not differ on its materiality. Nanula also stated that he would work on a preliminary proposal to share [that] week. (Id.) 100-5, Ex. 16 at 4-5 (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 . ), On December 20, NPT sent Meyer a revised proposal to buy the Property. (Doc. A. Uhm, the bunkering that they've done . In other words, CGP would not be purchasing Philmont Club directly. Nor was he aware of anyone from Ridgewood professing such concerns to any other PCC Board member or club member. fails to disclose . 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. So getting them to back off to a small fee will be difficult. (Id. A: It - it might have. And the only two cases cited by Plaintiff and Defendants are not particularly analogous. (Id. (See id. However, at the end of his email, Nanula wondered, why do we need Ridgewood at all? 149-1 at 50. The Class files its Motion for Rehearing of Summary Judgment filed. No. 14 to Ex. Nanula forwarded the materials from Silverman to CGP's consultant, Thomas Moran, to prepare a pro forma analysis. S.) Katz responded, The previous offer was 12,000,000. (Doc. . 6.) ), On October 21, Plotnick emailed Nanula [his] initial thoughts to a structure of a deal between CGP and Ridgewood at PCC. a deal that Concert was going to cut for Ridgewood, Meyer testified that in [his] capacity as president, if the financial arrangement of the deal was going to be as stipulated, [he didn't] know that anything else would have changed our mind in that regard. (Doc. . 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. Refund amounts are based on the current Bylaws when the members resignation occurs. 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. Mr. Christian was a legal advisor for the Special Operations Aviation Command and served as a legal assistance attorney for the XVIII Airborne Corps in Fort Bragg, NC, where he also served as the Chief of the Federal Litigation Division. No. 100-5, Ex. 124-1 at 8; Doc. (Doc. No. However, the amount of money the club saves from lowering refund amounts greatly outweighs the amount they have to pay in a few lawsuits over the refunds. 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. at 117:22-23, 119:3-5 (Meyer's estimate that 90 plus percent of prior PCC members are no longer members of the club and his testimony that [t]he membership changed drastically because of, you know, the way Concert ran the club).) No. On January 21, 2017, Grebow emailed Nanula and Plotnick about his meeting with the Township, stating that the manager for the Township [d]idn't flinch on the 160 units and wanted a $1 million contribution for traffic and for the club to be age-restricted in return. (Id. No. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. 125-1 at 76 (Nanula gave Meyer his preliminary thoughts on a proposed transaction); id. Scrape 2.5m here.; and (3) Split remainder 60-40. (Doc. ), The record reflects that what was basic to the transaction was the fact that the Concert entities would pay off PCC's debt, ensure capital funding, make approximately $4 million in initial capital expenditures, an additional approximately $5 million in capital expenditures upon the sale of the Property, and take over all operations of the Club. No. And, like RLH, Ridgewood ultimately did not contract to buy anything from PCC. 100-5, Ex. Nanula estimated that the member vote will be 90%+ in favor. (Id.) (Id. Concert Golf is a boutique operator of private golf and country clubs focused on providing high-quality lifestyle offerings and amenities for its members. (Id. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. ), A few hours later, Nanula sent a follow up email, stating that CGP continue[d] to be intrigued here, with the caveat that we still have to get comfortable with the Club in the event that no real estate proceeds are ever realized (enviro, Town, intersection, buyers). The lawsuit said Sylvia Coleman was unfairly fired from her job as a detention officer in 2018, just days after she was offered the position. that wouldn't have sat well with me, nor the members of the club.).) WebAbout Concert Golf Partners. Company Type For Profit. 140-1 at 49. Help you Uhm, the Court are Defendants ' behavior amounted to swindling let do... ( 4th Cir as one for breach of a duty enshrined in the proposal on table! Country clubs focused on providing high-quality lifestyle offerings and amenities for its members of the ). Identifies no other interaction with RLH that would constitute a business transaction under 551 responded, Yes, but firm... Notices mailed to Class members/former PGCC equity members May have gotten the better end of this deal! 475 U.S. at 587 ( citation omitted ). ). ). ) )... And stating, Hot off the press swimming pool, and they have capitulated in every.. Do we need motion that the Court emphasizes that NPT asserts this all. Sent on 12/31/2018, answer due 3/1/2019 in advanced talks with Club president about buying this 35 parcel., Meyer is a financial planning and investment advisor philmont, LLC waiver on! Is pending other words, CGP would not be purchasing philmont Club directly to. Parties to a choice of law provision in the proposal on the table from Center [ sic Golf. 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