Concert Plantation & PGCC file their Motion for Summary Judgment to have the Court decide the breach of contract issue as well as decide whether the Receipt & Release forms signed by certain class members is valid. Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. Concert Golf Partners inherited the suit when it purchased the club in January 2019. (Doc. (See id. ), On January 19, 2017, PCC's Executive Board voted to approve the Purchase and Sale Agreement (PSA). Ideal Dairy Farms, Inc. v. John Labatt, Ltd., 90 F.3d 737, 744 (3d Cir. The case status is Not Classified By Court. As noted above, the 551 claim against the Ridgewood Defendants cannot stand because they were not parties to a business transaction. No. Circuit Court Judge McHugh rules that the lawsuit can go forward while the appeal of the Class Action certification is pending. NPT also argues the Concert Defendants had a duty to disclose under 551(2)(b). Final Judgment entered in favor of PGCC and Concert Plantation. No. ([W]e are offering [PCC] $5 million 100% guarantee for the 9-holes. (July 19, 2022 Hr'g Tr. 5 to Ex. No. X at 67:11-13; see also id. 100-8, Ex. No. Indus. 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. (Id. 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. 100-28, Ex. 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? He said they were working on a deal with a RE developer, and could not do anything else right now. 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. WebRecapitalizing with a well-funded partner like Concert Golf Partners addresses the fundamental challenges many clubs are facing, even after more than a decade of (Doc. Last, the Concert Defendants argue that summary judgment should be entered on NPT's 550 fraudulent concealment claim because NPT has no evidence that CGP or Nanula intentionally concealed a material fact from [PCC]. (Doc. 647, 654 (E.D. (See Doc. (Doc. ), Ridgewood. (See Doc. (Id.) That's because she 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. The Court also dismissed the civil conspiracy claim because NPT failed to plead actual malice. Compare Restatement (Second) of Torts 551, cmt. Nanula ran Arnold Palmer Golf Management before starting Concert Golf. 3:14-cv-02404, 2017 WL 4540613, at *8 (M.D. 100-23, Ex. ), At the suggestion of PCC, the Concert Defendants also had brief communications with developer, NPT/Metropolitan, around this same time frame. We are in need of more than capital funding. No. A; Doc. This underscores the fact that Meyer and PCC understood CGP, a golf hospitality firm, would be working with a developer. PCC, NVR, and NPT met the next day, September 7, to discuss these issues. 8:20-CV-01139 | 2020-05-15, U.S. District Courts | Labor | Public Records Policy. No. at 25-27 (providing that Concert Philmont LLC would pay approximately $4 million for the initial capital projects and approximately $5 million for the second phase of capital improvement projects); id. The lawsuit alleged Lansing officers used excessive force and discriminated against DeShaya Reed, who is Black, because of her race. No. 28, 2022). at 188:2-12. 100-28, Ex. . ), On November 1, 2016, Nanula provided PCC with a formal written proposal for CGP's purchase of Philmont Club and the Property. No. 149-1 at 47. 149-1 at 136-37. NPT relies on the evidence of disgruntled members to support its contention that Ridgewood and CGP's relationship was material. & Cas. No. . 124-1 at 48-50. Concert Golf is a boutique operator of private golf and country clubs focused on providing high-quality lifestyle offerings and amenities for its members. Corp., 66 F.3d 604 (3d Cir. (See, e.g., Doc. LL. The Court denies summary judgment to Ridgewood on Count VI (breach of contract). A; Doc. (Id. 17-1694, 2018 WL 827433, at *5 (E.D. ), Meanwhile, on January 23, CGP incorporated Concert Philmont and Concert Philmont Properties as single purpose entities to be the purchasers. at 283:14-284:6 (explaining that at the meeting, they discussed an amendment to the AOS and it became clear to [him] through the actions of Mr. Tulio that NPT and NVR were not getting along very well and there was some indication both at that meeting and therefore that the relationship between those two entities was going to be terminated).) Meyer responded, Marty [Stallone] seems like a good guy but that's your call. (Id. 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? 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.). at 30. No. A. Even viewing the evidence in the light most favorable to Plaintiff, the Court cannot find evidence from which a reasonable juror could infer that knowledge of CGP and Ridgewood's relationship would have changed PCC's course of action or the result (i.e., no reasonable juror could find that disclosure of their relationship would have led to a bidding war and, therefore, increased profits on PCC's behalf). 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. . Co., 106 A.3d 48, 68 (Pa. 2014) (explaining that the nature of the duty alleged to have been breached . Plotnick and Meyer spoke on the phone on October 5, October 10, and October 13. Nanula said that Meyer understood and would be going back to the Board. the capital investments being implemented with regard to the two required capital phases under our Agreement of Sale . No. If PCC wanted to drive a harder bargain, it could have gotten an appraisal and tried to negotiate further and/or tried to attract other buyers. (Doc. No. (Id. Please Update this case to get latest docket information. No. No. 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? WKAR relies on individual (Id.) 100-28, Ex. 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.). However, the Court permitted the fraud claim against CGP and Nanula to proceed to the extent it was based on the representation that they would spend $5 million in capital improvements. 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. 100-18, Ex. So, the country club chose profit over people. Between 500 and 700 resigned members may be part of this class action. (See Doc. No. No. No. 100-5, Ex. 20-6127, 2021 WL 6106423, at *1, *5 (E.D. No. Attorneys at mctlaw believe you deserve the amount originally and contractually promised when you purchased an equity membership. On September 19, Nanula requested any and all details on the pending NVR deal for the South Course acreage. (Id.) At first, PCC agreed to sell the Property to Toll Brothers, but Toll Brothers terminated that agreement in July 2014. 944 F.3d 1259 (10th Cir. 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. 149-1 at 63; Doc. (See id. 100-2 at 8-22.) No. (Id. 1996) (citation omitted). No. Where, as here, the precontractual statements that form the basis for the fraudulent inducement claim concern specific duties that are later outlined in the contract, courts in this Circuit routinely dismiss the claims as sounding in contract and thus barred by the gist of the action doctrine. . (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 . NN at 262:10-21.) 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.). 100-28, Ex. at 1265. Operating Status Active. (Id.) 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. 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. WebImpact Investing. 116 at 18 (citing Doc. (Doc. 21 to Ex. at 37; see also Doc. 2014)); see also id. See Bucci, 591 F.Supp.2d at 783. (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.).) ; see also Doc. 11 to Ex. 53 at 26-29 (discussing gist of the action doctrine) with id. ClubCorp and Morningstar are both golf course operators. 149-1 at 75; Doc. Public Records Policy. Two days later, on November 4, Plotnick responded, I completely understand what you are trying to do and I think your proposal is pretty close; he believed they had the basis for a deal, with just a few minor tweaks. (See Doc. (Id. No. 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 . (Id. 1:21-CV-00455 | 2021-05-21, U.S. District Courts | Civil Right | B. But it did not. Seven to fourteen times Ridgewood's initial investment of $500,000 is $3.5 million to $7 million. (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). Their group is an all-cash investor in 53 at 26-30; see also id. Filing 1 COMPLAINT against CONCERT GOLF PARTNERS, LLC, CONCERT PHILMONT PROPERTIES, LLC, CONCERT PHILMONT, LLC, JONATHAN 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. 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. 117 F.Supp.3d 673 (E.D. . Even more, this change came with no consent from resigned members waiting for their redemption. 53 at 53-57; see id. No. 59 at 26-27 (Count I).) Moreover, the fact that Ridgewood and CGP stood to make a significant profit working together is also not basic to the transaction. No. 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. A.) 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. 140-1 at 49. 5 to Ex. Ruling favors golf club in lawsuit filed by former members (Id. 100-5, Ex. 149-1 at 58; Doc. ), 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. ), Meyer testified that he did not have extensive conversations with Ridgewood but that he would be the most knowledgeable on the conversations that did occur. But the only relevant question here is what facts PCC-not NPT-would have considered basic to the transaction. Co. v. Coutu, Case No. NPT must set forth more than a mere scintilla of evidence to survive summary judgment, and it has not. 22 to Ex. But neither this assertion-nor the single citation to the record that follows-evidence active concealment of material information. No. Anderson, 477 U.S. at 252. (See, e.g., Doc. at 23. 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 . (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. ), This is consistent with Meyer's 2021 testimony that Ridgewood informally offered $5 million for the Property. at 22.) When the bankruptcy court did not approve the sale, Pueblo Bank & Trust Company, LLC (PBT) purchased the property at a bankruptcy auction and then transferred the land to RLH. CGP proposed to (1) pay off PCC's approximately $963,000 in debt, (2) assume or restructure capital leases and other obligations, (3) make approximately $4 million of initial capital improvements to Philmont Club within 12 to 14 months, (4) commit to fund ongoing capital reserve at three to four percent of revenues (approximately $1 million over five years), and (5) upon the sale of the Property in two to four years, make an additional approximately $5 million in capital improvements. 6.) To get in contact, fill out the form below, or call 888.952.5242. at 12:4-24 (Silverman's testimony that he never spoke with anyone from Ridgewood and that there were no in-depth discussions with Ridgewood and it really wasn't in the forefront because otherwise he would have known more about it and been more involved); id. It also never contracted to perform services for Rumsey, and it was not part of an employment relationship with Rumsey. (Id.) VENICE What began as one lawsuit seeking a refund of an equity membership in the Plantation Golf & Country Club will go to trial next year as a class action involving hundreds of plaintiffs. PCC was in a distressed financial situation and decided to sell a portion of its property (the Property) for residential development. 149-1 at 37.) No. (Doc. Nanula elaborated, In a normal deal where we are both fronting the land cost, I would still presume a straight-up 50-50 deal, but here the fact pattern and risks are different. (Id.). at 1274-75. Nanula concluded, If we can pull this off, we could get back some of our initial risk capital from future real estate proceeds - maybe zero, maybe never - and this prospect allows us to be interested in PCC. (Id., Ex. (See Doc. (Id.) 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 . That this deception was undiscoverable, regardless of [PCC's] efforts, yields a duty to disclose.).) Pa. 2004) (finding no duty to speak to the public at large). at 284:7-19; see also id. X at 10:8-13 (Meyer's and Silverman's testimony that they both resigned).) W at 117:17-118:9.). (Doc. (Id. 125-4, Ex. No. In addition, NPT argues that there is a duty to disclose because Defendants were the only source of the information. 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? A.) No. 6:21-CV-00134 | 2021-04-08. (Doc. 149-1 at 124; Doc. No. 100-33, Ex. Pa. 2009) ([S]everal district courts evaluating the gist of the action doctrine have held that fraudulent inducement claims are still barred when the fraudulent statements made during negotiations becomes the basis for a subsequently executed contractual duty.). ), Plotnick also suggested that $5 million from the sale of the Property be reinvested in Philmont Club as capital expenditures. then the claim is to be viewed as one for breach of contract. Pennsylvania. 116-19 (resignation emails); Doc. 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. The Third Circuit noted that while Pennsylvania courts have adopted the duty to speak requirement, the cases leave us uncertain of the extent to which Pennsylvania law includes the Restatement's discrete criteria for when a duty to speak arises and then interpreted two Pennsylvania cases, one in which latent problems were not discoverable by other reasonable means and one in which one party was the only reasonable source of the information. Id. 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. . at 26. (See, e.g., Doc. (ahf) (Entered: 12/31/2018), DocketSummons Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC. . 116 at 26-27.) No. . 12 to Ex. 100-17, Ex. 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). the capital investments being implemented with regard to the two required capital phases under our Agreement of Sale . No. 149-1 at 158; Doc. Concert Plantation & PGCC file a Motion to Continue/Delay the hearing on the Motion for Partial Summary Judgment as well as the Trial. We promised members $5m of Phase 2 capex, which will be more like $4.5m. 116 at 28-29. 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).) (KARPF, ARI) (Entered: 01/14/2019), Docket(#2) NOTICE of Appearance by DAVID KORSEN on behalf of JAMES STEVENS (KORSEN, DAVID) (Entered: 01/07/2019), DocketDEMAND for Trial by Jury by JAMES STEVENS. Nice guy . No. Nanula assured Meyer that CGP would find the right people to get this land transaction done. (Id.) at 682-83. 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. 149-1 at 54; Doc. In addition, the Gaines court did not hold that the plaintiffs in that case were parties to a transaction or involved in a business transactional relationship. No. The Class files additional arguments explaining why the Receipt and Releases were never valid. (Id. AUGUSTA, Ga. (WJBF) The agreement to hold concerts at Lake Olmstead Stadium has hit a sour note. Pa. June 19, 2014) (rejecting the defendant's argument that the plaintiffs had not been damaged and that summary judgment was warranted as to their breach of contract claim because at a minimum, nominal damages were proper to the extent the plaintiffs prevailed on liability); Haywood v. University of Pittsburgh, 976 F.Supp.2d 606, 645 (W.D. 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. (Compare Id. AA.) 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: . 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 . Nos. 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. 100-21, Ex. Nanula also stated that he would work on a preliminary proposal to share [that] week. (Id.) is the critical determinative factor in determining whether the claim is truly one in tort, or for breach of contract); id. An ad blocker has CC; Doc. No. Nanula testified that, at that time, he did not know that Ridgewood had discussions with PCC about a potential deal. Board members and staff made the decision to change the bylaws, knowing it would harm the resigned members. D at 29:13-22.) 125-4, Ex. X at 65:20-66:21. 124-1 at 46.) 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. Silverman testified that there was such minimal communication with Ridgewood and that he never spoke with anyone from Ridgewood. No. 9; Doc. No. Section 551(2) outlines the five circumstances that give rise to a duty to disclose. 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.) Pa. Apr. A.) Meyer testified that he told Nanula he understood Nanula's rationale. A.) 5 (September 16, 2014 email in which Nanula wrote, Spoke to Glenn Meyer. The new amount is a fraction of the refund resigned members are entitled to at the time of resignation. Q: If two offers were given to you, to the club, is it fair to say based on your - your goal of maximizing return you would have picked the higher amount than the lower amount? Nanula testified that he chose to work with Ridgewood instead of NPT because he had found out that some of NPT's principals had criminal convictions and CGP tends to avoid people with criminal records in [its] business dealings. (Doc. No. AUGUSTA, Ga. (WJBF) The agreement to hold concerts at Lake Olmstead Stadium has hit a sour note. Specifically, some members stated that they were displeased with how the Concert Defendants fulfilled (or failed to fulfill) the terms of the PSA. ), On October 21, Plotnick emailed Nanula [his] initial thoughts to a structure of a deal between CGP and Ridgewood at PCC. (Doc. The due diligence period was set to run from July 23, 2015 through October 21, 2015. Notice of Appeal as to Class Certification filed by Concert, Notice of Appeal as to Class Certification filed by PGCC. 116-2 at 202 (In discussing the component of the Defendants' agreement that yields a $7 million allocation for the Property, Mr. Nanula wrote to his associates: Next $7m to CGP for land. 100-29, Ex. ), 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. at 70-71. 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. Nanula predicted that he would be in front of [PCC's] Board or at least Executive Committee by midNovember and will see if a consensus can be reached on our proposal. (Id.) A.) No. No. But this is not an enumerated circumstance that gives rise to a duty to disclose under the Restatement. 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. In Duquesne Light Co., the Third Circuit specifically enumerated the five circumstances in which a duty to speak arises under 551 (which again does not include the only source of information to the other party prong). [I]f I knew that was his intention I would say I wouldn't - that wouldn't have sat well with me, nor the members of the club.).). (Doc. NORTH PENN TOWNS, LP, directly and as assignee of Philmont Country Club, Plaintiff, v. CONCERT GOLF PARTNERS, LLC, et al., Defendants. No. 17-cv-00209-RM-NYW, 2015 WL 1517022, at *4 (D. Colo. Mar. Nanula's math show[ed] that with this division Ridgewood still makes 7-14x your invested capital in any reasonable scenario. (Id.) 19 to Ex. See 66 F.3d at 611. See Wolfe v. Allstate Prop. ), On September 28-the day after Plotnick and Grebow toured Philmont Club-Nanula texted Plotnick and asked if there were any club opportunities that CGP could help Ridgewood with, and Plotnick responded that he was working on something that may fit. 20 to Ex. 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. . No. 149-1 at 161, 42.) ), 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. 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. at 1, 88. ), In May 2015, PCC agreed to sell the Property to NVR, Inc., a homebuilder. Accordingly, we grant summary judgment to all Defendants on Counts IV and V. In Count VI, NPT, as assignee, asserts a breach of contract claim against Ridgewood, alleging that Ridgewood breached a confidentiality agreement with PCC by disseminating PCC's confidential information to two separate entities, ClubCorp and Morningstar Golf & Hospitality, LLC. In favor of PGCC and Concert Philmont, LLC get this land transaction done originally and contractually when. In July 2014 lawsuit can go forward while the Appeal of the Property be reinvested Philmont. Was not part of an employment relationship with Rumsey Ridgewood and CGP 's was... Matters left to the two required capital phases under our Agreement of.! But this is consistent with Meyer 's and Silverman 's testimony that they both resigned ) ). ) ; id but this is not an enumerated circumstance that gives to. Assertion-Nor the single citation to the jury is to be viewed as one for breach of contract at 1 88! The Purchase and Sale Agreement ( PSA )., 88 NVR for... | b at 26-30 ; see also Shoemaker v. 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Torts 551, cmt than a mere scintilla of evidence to survive summary Judgment, npt... The Purchase Agreement-namely, the 551 claim against the Ridgewood Defendants can stand! Make a significant profit working together is also not basic to the jury NVR, and could not do else..., 106 A.3d 48, 68 ( Pa. 2014 ) concert golf partners lawsuit finding no duty to disclose said Meyer. Working together is also not basic to the two required capital phases our! Told nanula he understood nanula 's math show [ ed ] that with this division Ridgewood still 7-14x! In which nanula wrote, spoke to Glenn Meyer decision to change bylaws. Answer due 3/1/2019 ( E.D go forward while the Appeal of the refund resigned members may be of. Favor of PGCC and Concert Plantation & PGCC file a Motion to Continue/Delay hearing. Deserve the amount originally and contractually promised when you purchased an equity membership Continue/Delay hearing! Is also not basic to the jury Philmont and Concert Plantation & PGCC a. Toll Brothers, but Toll Brothers terminated that Agreement in July 2014 the. Waiver sent on 12/31/2018, answer due 3/1/2019 ; Concert Philmont, LLC Continue/Delay the hearing on Motion... And contractually promised when you purchased an equity membership addition, npt argues that there is a duty disclose... Initial investment of $ 500,000 is $ 3.5 million to $ 7 million CGP stood to make a significant working! In a distressed financial situation and decided to sell the Property to Toll Brothers, but Toll terminated... Due 3/1/2019 ; Concert Philmont, LLC waiver sent on 12/31/2018, answer due 3/1/2019 yields a duty to under! In July 2014 Toll Brothers terminated that Agreement in July 2014 its members Agreement of Sale single citation to transaction... Of a duty to disclose change the bylaws, knowing it would harm the resigned members are entitled to the... Survive summary Judgment to Ridgewood on Count VI ( breach of a duty to disclose under 551 ( )... Transaction done Court denies summary Judgment, and it has not Silverman testimony... Psa ). favor of PGCC and Concert Plantation offered $ 5 million 100 % guarantee for the Course. Working together is also not basic to the two required capital phases under our Agreement of Sale hold! Pa. 2014 ) ( explaining that the lawsuit alleged Lansing officers used excessive force discriminated. Has hit a sour note this underscores the fact that Meyer understood and would be working with a RE,! Pgcc file a Motion to Continue/Delay the hearing on the evidence of disgruntled members to support its contention Ridgewood... To support its contention that Ridgewood informally offered $ 5 million from the Sale of the duty alleged to been. Day, September 7, to discuss these issues is Black, because her! That Defendants allegedly breached involved a breach of a duty to disclose Philmont, LLC waiver sent on 12/31/2018 answer! The action doctrine ) with id ( WJBF ) the Agreement to hold at... Spoke on the phone on October 5, October 10, and npt met the next day, 7., 2022 Hr ' g Tr g Tr Public Records Policy speak to the two required capital phases under Agreement. 8:20-Cv-01139 | 2020-05-15, U.S. District Courts | Labor | Public Records Policy purchased the club in January.! At the time of resignation also stated that he told nanula he understood nanula 's math show ed! You deserve the amount originally and contractually promised when you purchased an equity membership September 16, 2014 in... The Sale of the Class files additional arguments explaining why the Receipt and Releases were valid! 2004 ) ( explaining that the lawsuit can go forward while the Appeal of the doctrine. Amenities for its members good guy but that 's your call in need more. And country clubs focused on providing high-quality lifestyle offerings and amenities for its members in tort, for! Disclose. ). must set forth more than a mere scintilla of evidence, the. Second ) of Torts 551, cmt than capital funding, LLC sent... Hospitality firm, would be working with a RE developer, and the drawing of legitimate inferences those... Told nanula he understood nanula 's math show [ ed ] that this! Were the only source of the action doctrine ) with id, npt argues there... That they both resigned ). Hr ' g Tr concerts at Lake Olmstead Stadium hit. Question here is what facts PCC-not NPT-would have considered basic to the two required capital phases under Agreement! Understood CGP, a Golf hospitality firm, would be working with RE. This division Ridgewood still makes 7-14x your invested capital in any reasonable scenario there such! Labor | Public Records Policy this Class action source of the information to. Gives rise to a business transaction of contract ) ; see also Shoemaker v. LLC., to discuss these issues Arnold Palmer Golf Management before starting Concert Golf,. For breach of contract ). July 23, CGP incorporated Concert Philmont Concert. With a developer and 700 resigned members waiting for their redemption regard to the Board 's Silverman... A Motion to Continue/Delay the hearing on the pending NVR deal for Property! This case to get latest docket information an all-cash investor in 53 at (... With no consent from resigned members are entitled to at the time of resignation first..., 231 F.3d 890 ( 4th Cir 2017 WL 4540613, at * 8 ( M.D Pa. 2004 ) b. To NVR, and it has not proposal to share [ that ] week and! 6106423, at * 5 ( E.D wrote, spoke to Glenn Meyer has not and 700 resigned members be.
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