No. A: Potentially . . This portion of Silverman's testimony largely goes to his dissatisfaction with the Concert Defendants not doing what they promised to do under the terms of the PSA (i.e., that they did not intend to follow through with the PSA, even before the PSA was executed) and Nanula's lack of honesty: This portion of Meyer's testimony relates to the capital expenditures CGP promised to make (i.e., its contractual obligations). (Id. No. The Court dismissed the aiding and abetting fraud claims. Any unauthorized use of mctlaw is expressly prohibited. (Id.) Concert Golf Partners is a well-capitalized owner-operator of golf properties nationwide. ), 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. Anderson, 477 U.S. at 252. (See, e.g., Doc. InterVest, Inc. v. Bloomberg, L.P., 340 F.3d 144, 159-60 (3d Cir. No. No. Under the agreement, PCC (the Assignor) agreed to assign NPT (the Assignee), NPT initiated this action against Defendants on October 1, 2019. Ins. 21 to Ex. 1 at 177-85.) DD at 8 (indicating that the purchase price included the unpaid principal balance and accrued and unpaid interest on PCC's Fox Chase Bank loan, which bore an original principal sum of $1.2 million); id. 100-29, Ex. at 682-83. 100-28, Ex. Pa. Oct. 23, 2015) (Plaintiffs in this case fail to allege an actionable underlying fraud that the Foundation could have aided and abetted . (See Doc. ), On November 30, Meyer emailed Nanula the contact information for NVR and NPT/Metropolitan as a potential developer Nanula could work with for developing the property. An ad blocker has (Id.) No. As noted above, the 551 claim against the Ridgewood Defendants cannot stand because they were not parties to a business transaction. 100-28, Ex. 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). (Doc. . (Id. (Doc. No. Relator does not, however, allege any active concealment or suppression on the part of Omnicare. Pa. June 23, 2008); Youndt v. First Nat'l Bank of Port Allegany, 868 A.2d 539, 550 (Pa. Super. (Doc. No. (Id.) (See Doc. Civil Action 19-4540-KSM (E.D. (Compare Doc. In other words, CGP would not be purchasing Philmont Club directly. 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. When I say they went to bat for methis Law Firm literally did just that. (Doc. NN at 262:10-21.) 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. 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. Thus, PCC could have learned this information (Ridgewood and CGP's relationship) from the Township, and not just the Concert and Ridgewood Defendants. 100-35, Ex. [A]: I'm not sure whether there is a case that talks about two companies cannot do that.).). 149-1 at 33.) 149-1 at 47. No. See Wen, 117 F.Supp.3d at 683. No. Rostholder v. Omnicare, Inc., 2012 WL 3399789, at *14 n.18 (D. Md. 100-5, Ex. 149-1 at 124; Doc. 116 at 28-29. No. Company Type For Profit. (Doc. ), About a week later, on September 14, NPT provided NVR with formal notice of [its] intention to terminate the AOS. (See Doc. Ross served as the principal negotiator for Ladbrokes.All of Ross's alleged misrepresentations concerned matters governed by the Letter of Intent between Ladbrokes and Williams.). No. ), 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). Although the Court does not rely on this in so holding, the Court notes that as of January 20, 2017before the PSA was executed-the Township was aware that Ridgewood and CGP were working together. 14 to Ex. As noted above, a defendant can be held liable under 551 only if there is a duty to disclose. No. On October 3, 2016, Meyer informed Nanula that the AOS had been terminated and that PCC was considering its options for moving forward. He told me to call him back in 6 months.).). 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 . at 89; see also Doc. (Doc. Nanula's math show[ed] that with this division Ridgewood still makes 7-14x your invested capital in any reasonable scenario. (Id.) 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. 100-35 at 56-57.) (Doc. In allegedly creating the mayhem, Coutu became part of the transaction.). Theyre suing both PGCC and Concert Plantation LLC, a subsidiary of Concert Golf Partners that purchased PGCC in 2019. We promised members $5m of Phase 2 capex, which will be more like $4.5m. No. . 100-5, Ex. Plotnick also proposed that in exchange for overseeing all of the approvals for the redevelopment of the south course and paying half of the costs of obtaining development approvals with a budget of $1 million (i.e., Ridgewood and CGP would each pay approximately $500,000), Ridgewood would be repaid the actual approval costs expended and fifty percent of the remaining proceeds after CGP receives $5 million of the proceeds. (See Doc. Silverman's testimony that he would not have voted to approve the PSA had he known of Ridgewood and CGP's relationship may show that that fact is important and Silverman wished he had known it, but it does not show that the fact is basic to the transaction. A.) (See Doc. 20 to Ex. No. ), 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. Notably, Defendants fail to cite any applicable case law to support their position.).). Nanula also presented a counter-proposal on the real estate deal, which included first, splitting the entitlement costs 50-50, second, CGP tak[ing] the next $7m . Neither of these situations is present here. (Doc. 100-5, Ex. The new amount is a fraction of the refund resigned members are entitled to at the time of resignation. 116 at 29.) Stallone, who knew of CGP's proposal, responded by comparing NPT's offer of a guaranteed $5 million for the Property to CGP's proposal: [I]f the club accepts the offer on the table from Center [sic] Golf, it only gets $5 million for the same land and that $5 million is at risk with contingencies. (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. There is no evidence that PCC seriously considered NPT's revised proposal, which outlined two different options. We disagree. ), During a mid-January 2017 email exchange with counsel about a draft of the PSA, Nanula wrote that the current Exhibit I cover[ed] the Big 4 of these projects, which included utility infrastructure; pool/porch/patio; locker rooms; and golf course. Plantation Golf and Country Club is governed through bylaws established when the club first opened. 100-26, Ex. But the only relevant question here is what facts PCC-not NPT-would have considered basic to the transaction. No. (Doc. (Compare Doc. However, Meyer also testified had he known that Nanula was speaking with another potential buyer to not continue to approach PCC, that information would have been disconcerting to him. (See id. j, illustration 3 (A sells to B a dwelling house, without disclosing to B the fact that the house is riddled with termites. 2:22-CV-00358 | 2022-01-27, U.S. District Courts | Civil Right | No. 100, 101.) 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. (KARPF, ARI) (Entered: 01/14/2019), (#2) NOTICE of Appearance by DAVID KORSEN on behalf of JAMES STEVENS (KORSEN, DAVID) (Entered: 01/07/2019), DEMAND for Trial by Jury by JAMES STEVENS. Plotnick and Meyer spoke on the phone on October 5, October 10, and October 13. Pa. 2008), to show when there is a duty to speak under Pennsylvania law. 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. 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. During oral argument, NPT implied that this inconsistency in testimony rendered Meyer not credible. It is undisputed that CGP incorporated Concert Philmont to purchase the Club (id. 100-29, Ex. 124-1 at 29. (See Doc. 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. 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 . 53 at 58).) No. ), Meyer testified that the Philmont that was sold to Concert Golf and the Philmont that exists today are two drastically different entities that has [sic] disrupted, you know, in my view the lives of all of its prior members. (Doc. . 3:21-CV-00816 | 2021-04-08, U.S. District Courts | Other | 100-20, Ex. No. CC; Doc. Nanula also stated that he would work on a preliminary proposal to share [that] week. (Id.) 100-28, Ex. (See Doc. at 501-02 (quoting Colton, 231 F.3d at 58 898-99). Two days of hearings on the Motions for Partial Summary Judgment filed by both The Class and by PGCC and Concert Plantation, asking the Court to decide certain claims and defenses without the need for trial. No. See Wolfe v. Allstate Prop. 13 (September 27, 2016 email from Plotnick to Meyer, stating, Thanks again for taking the time to speak with and tour Jonathan and I today. But see id. Defendants file a Motion for Summary Judgment requesting that the Court decide the entire case based on the evidence without the need for trial. Last Funding Type Private Equity. Hearing on PGCCs motion that the Court decide the entire case (all claims by the The Class) without a trial. PCC's property included two 18-hole golf courses (the North Course and the South Course), which spanned approximately 296 acres of land. (Upon the sale of the fully entitled redeveloped portion of the property to a homebuilder, the waterfall will be as follows: -First, 50/50 to Ridgewood to repay the actual Approval Costs expended, -Second, 100% to Concert for the next $5MM of proceeds, -Last, 50/50 to Concert and Ridgewood for all additional proceeds.). . of Am., Inc., Civil Action No. that wouldn't have sat well with me, nor the members of the club.).) (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). 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. Ultimately, only Concert Philmont took title to any property. ), The next day, on September 26, NPT sent PCC a proposed Ninth Amendment to the AOS. Plotnick added, In the meantime, we will continue to stand on the sidelines and let you do your thing. . In examining the motion, we must draw all reasonable inferences in the nonmovant's favor. Rumsey identifies no other interaction with RLH that would constitute a business transaction. Id. the club still may have moved forward given the situation it was in. (Id. 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. the law ordinarily infers that damage ensued, and, in the absence of actual damages, the law vindicates that right by awarding nominal damages.' No. 101-1 at 6 n.2, 17.) No. at 77 (describing [t]he financial components of CGP's proposal); id. No. 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. These projects were to be completed within two years after the sale of the developed Property. The Court held oral argument on the motions on July 19, 2022. 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. ), Fields forwarded Nanula's email to PCC's then-Treasurer, Sam Silverman. Celotex, 477 U.S. at 323. 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. No. 100, 101.) at 1, 17, 88.) No. 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. No. Aug. 14, 2012) ([C]ommon-law fraud includes acts taken to conceal, create a false impression, mislead, or otherwise deceive in order to prevent the other party from acquiring material information. 124-1 at 11.) O.) In so holding, the Court emphasizes that NPT asserts this claim-and all other claims-as assignee. 17-1694, 2018 WL 827433, at *5 (E.D. Each side had the same ability to obtain an appraisal and understand the potential worth of the Property and Club. 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. at 40:16-42:21 (Q: So given that, given your goal of maximizing return, if two potential bidders are - if they are talking with one another about their offers, would you agree that by doing that they are interfering with your goal to maximize the return for the members? 149-1 at 136-37. 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.).) 100-5, Ex. (See Doc. (explaining, by way of example, that a defendant is subject to liability if he reads a contract to the plaintiff and omits a portion of it or if he arranges stacks of aluminum sheets that he is selling [so] as to conceal defective sheets in the middle of the pile). X at 65:20-66:15.) 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