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? (I assume that the first $5MM or some negotiated portion of that money committed as additional CapX spend will probably satisfy the members.). In the separate escrow agreement contract, to which Guaranty was a party, the agreement itself conclusively sets forth Guaranty's duties and must be strictly construed.); Gaines v. Krawczyk, 354 F.Supp.2d 573 (W.D. No. The Court is not persuaded. A: Well, you know, because we - we wanted to be out of the club business so, you know, if we received one offer where we were going to have an operator versus another offer that was just for real estate deal there may have been some concerns about, you know, continuing to having [sic] to operate the club.). Wen v. Willis is illustrative. . A: Potentially . 173)-notwithstanding the fact that he had told Ridgewood that he was ready to paper [their] deal the week prior (Doc. (Doc. Anderson, 477 U.S. at 252. In their motions for summary judgment, Defendants argue that the 550 and 551 claims should be dismissed because the Concert and Ridgewood Defendants were not parties to a transaction with PCC; Defendants did not owe PCC a duty to speak and therefore a fraudulent nondisclosure claim cannot lie under 551; and NPT has failed to produce evidence showing active concealment under 550. (Id. 16 to Ex. ), J. PCC Decides Not to Pursue a Deal with NPT. 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.) NORTH PENN TOWNS, LP, directly and as assignee of Philmont Country Club, Plaintiff, v. CONCERT GOLF PARTNERS, LLC, et al., Defendants. 1 to Ex. U at 58:2-19.) To get in contact, fill out the form below, or call 888.952.5242. No. A.) 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. at 27.) Therefore, the Concert Defendants' motion for summary judgment is denied as to this argument. ), On August 26, 2021, NPT filed an Amended Complaint. No. 173.) Notice of Appeal as to Class Certification filed by Concert, Notice of Appeal as to Class Certification filed by PGCC. 384, 387 (3d Cir. 3:21-CV-00816 | 2021-04-08, U.S. District Courts | Other | 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). No. No. Next, we dismissed the antitrust claims because NPT failed to establish an unreasonable restraint of trade. Federal courts applying Pennsylvania law have agreed with the impropriety of summary judgment in such a situation. 100-5, Ex. We disagree. (emphasis added). 5:23-CV-00368 | 2023-01-30, U.S. District Courts | Labor | No. A: . ), That same day, Meyer sent a letter to PCC's membership, informing them of the terms of CGP's proposal. ), This is consistent with Meyer's 2021 testimony that Ridgewood informally offered $5 million for the Property. Undoubtedly, the record shows that Nanula and CGP were heavily involved in the negotiations for the transaction. W 54:10-54:22 (Q: [I]f you knew that Mr. Nanula was promising to spend $5 million . See In re Westinghouse Sec. 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. Nanula decided it was time for Ridgewood and CGP to paper our deal on the real estate opportunity and asked Plotnick to send him his tweaks to CGP's counter-proposal. In the Amended Complaint, NPT, as assignee, brings a fraud claim against CGP and Nanula (Count I); a fraudulent concealment claim against all Defendants, brought pursuant to Restatement (Second) of Torts 550 (Count II); a fraudulent nondisclosure claim against all Defendants, brought pursuant to Restatement (Second) of Torts 551 (Count III); aiding and abetting fraud claims against Concert Defendants (Count IV) and Ridgewood Defendants (Count V); and a breach of contract claim against Ridgewood (Count VI). . Scrape $2.5m here.').) Under Section 21 of their agreement of sale, NVR was given the option to assign the agreement to a third-party or terminate the agreement and simultaneously execute a substantially identical agreement of sale between PCC and a third-party. ), Meyer is a financial planning and investment advisor. (See 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. The Class files their Motion for Partial Summary Judgment to have the Court decide their claim for breach of contract and other issues. (Id. No. 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. 100-28, Ex. 21 to Ex. at 503. 100-18, Ex. 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. Nanula said that Meyer understood and would be going back to the Board. 59.). 6.) W at 45:13-48:17. Nos. Now it is just a matter of executing. (Id.) 117 at 13-16.) 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. 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. ), Silverman testified that his opinion of the agreement would have changed and he would have changed his vote if he had known that Concert told Ridgewood to stay down. (See Doc. On October 26, Nanula toured the Philmont Club. (Doc. 149-1 at 37.) 2:18-CV-05122 | 2018-11-28, U.S. District Courts | Civil Right | Ideal Dairy Farms, Inc. v. John Labatt, Ltd., 90 F.3d 737, 744 (3d Cir. However, NPT advised NVR that it would terminate the AOS effective Friday, September 16 (two days later) if it did not receive written notification from NVR advising which course of action it had chosen. ), Fields forwarded Nanula's email to PCC's then-Treasurer, Sam Silverman. A: It - it might have. (Doc. 20 to Ex. 100-28, Ex. The transaction closed on or around March 1. 100-21, Ex. 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.). 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. Speaking of PCC's Board, Nanula surmised, They need us, they want us, and they have capitulated in every respect. No. However, the amounts of the refunds are not discussed in the article. No. (Doc. No. A (agreement between NPT and PCC, stating that the land to be sold is comprised of approximately 61.60 gross acres); id., Ex. No. Please Update this case to get latest docket information. A grant of summary judgment on the sole basis of absence of provable damages, therefore, is generally improper. Concert Golf Partners is a boutique operator of private golf and country clubs headquartered in Lake Mary, FL. No. 116-4, Ex. Co. v. Pittsburgh & W.Va. R.R. No. A (Eighth Amendment to the AOS, extending the due diligence period from September 16, 2016 to September 26, 2016). 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. No. Attached to the PSA are exhibits that delineate the capital improvement projects to be undertaken. Scrape 2.5m here.; and (3) Split remainder 60-40. (Doc. . ' (citing Bucci, 591 F.Supp.2d at 783) (emphasis added).) (KARPF, ARI) (Entered: 12/31/2018), U.S. Courts Of Appeals | Other | Amanda Ellen B. Clay(Designation Retained), Gabrielle Elizabeth Klepper(Designation Retained). Civil Action 19-4540-KSM (E.D. No. 149-1 at 204. (Doc. Summary judgment is appropriate if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law. Fed.R.Civ.P. See Schutter, 2008 WL 2502132, at *2, *6-7 (granting summary judgment on fraudulent omission claim under 551 and holding that a hostel's bed capacity was not basic to the transaction, even though the plaintiff only purchased the hostel based on his understanding that the hostel had a 70-bed capacity and sought to cancel the agreement of sale after learning that the hostel's bed capacity was in fact only 54 beds). 124-1 at 7. Financial terms of the transaction were not disclosed. at 34; accord Doc. D at 29:13-22.) No. . (Doc. (Doc. 3 to Ex. 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. 101-1 at 6 n.2, 17.) (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). We are in need of more than capital funding. No. (emphasis added).) Corp., 66 F.3d 604 (3d Cir. ClubCorp and Morningstar are both golf course operators. (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). 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). The Court held oral argument on the motions on July 19, 2022. J (stating that the purpose, scope and intent of the development has substantially changed).) No. Nos. No. No. A: Possibly. (emphases added)).) No. ), filed by JAMES STEVENS. at 118:3-9. Pa. Jul. No. F at 241:24-243:10; see also id. Discovery Inc. is suing Paramount Global, saying its competitor aired new episodes of the popular animated comedy series South Park after 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? 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? 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. No. 100-5, Ex. (Doc. Plantation Golf and Country Club is governed through bylaws established when the club first opened. at 120:10-121:2 (I mean everything that they undertook required it to be redone or needs to be redone again . Co., 2018 WL 1517022, at *4 n.2 (Put another away, Coutu cannot reasonably expect to lob facts into a business transaction, such as Bensusan being able to act as an appraiser under an insurance policy requiring an impartial appraiser, and then walk away unscathed when those facts cause mayhem to the business transaction. . 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 (Doc. ), 3. 2:22-CV-00328 | 2022-01-26, U.S. District Courts | Civil Right | To exercise reasonable care to disclose the matter in question the Court decide their claim for breach of contract other! Golf Partners is a financial planning and investment advisor, we dismissed antitrust! Filed by PGCC to Pursue a Deal with NPT, J. PCC Decides to. Offered $ 5 million for the Property they want us, they need us, they need us and. Nanula was promising to spend $ 5 million for the transaction July 19, 2022 Oil Co. 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