The Class asks the court to help simplify discovery, Deposition of Class Representative C. Holloway, Court issues Order setting expert report deadlines. 100-22, Ex. Silverman also wrote, The current GM has a list of potential capital projects with some detail but we will need to get a copy of that list from him and forward to you. (Id.) PCC was in a distressed financial situation and decided to sell a portion of its property (the Property) for residential development. 149-1 at 112.) at 37; see also Doc. 16 to Ex. 100-29, Ex. See, e.g., Plexicoat Am., LLC v. PPG Architectural Finishes, Inc., 9 F.Supp.3d 484, 487-88 (E.D. Plotnick also proposed that [u]pon the sale of the real estate, the net proceeds [would] flow through the following waterfall: [f]irst, 60/40 (Concert/Ridgewood) until all out of pocket costs have been returned to both parties; [s]econd, 100% to Concert for the next $7MM. Id. ), On November 21, Plotnick emailed Nanula his thoughts on some deal points as well as a few tweaks to [the] deal structure. (Doc. 117 at 24 n.4.). Speaking of PCC's Board, Nanula surmised, They need us, they want us, and they have capitulated in every respect. NPT wrote, As a result of the identified changes, and in a mutual attempt to keep this deal alive, we both attended a meeting with representatives of the Seller [the September 7 meeting]. If you do not agree with these terms, then do not use our website and/or services. T at 6; see also id. 14 to 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. . The Class provides the Court with its arguments explaining that there are fact issues that need to go to a jury to decide. A: It - it might have. 6:18-CV-01685 | 2018-10-09, U.S. District Courts | Other | At the conference, Plotnick expressed interest to Brown about a potential transaction between PCC and Ridgewood. No. No. (Doc. 100-5, Ex. No. No. 2:19-CV-04540 | 2019-10-01, U.S. District Courts | Labor | 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. DD at 5.5(k). 100-5, Ex. The Court found that the fraud, antitrust, and civil conspiracy claims NPT asserted as assignee did not arise out of the PSA and, therefore, were not barred by the Limited Assignment of Claims between NPT and PCC. We are all-cash investors because we believe great clubs (Id. N.), D. CGP Expresses Interest in a Potential Transaction with PCC, Meanwhile, on August 30, 2016, Philmont Club member David Fields had a phone call with Nanula, the sole member of CGP. No. (Id. 53 at 58).) (Doc. 2:22-CV-00328 | 2022-01-26, U.S. District Courts | Civil Right | Co. v. Pittsburgh & W.Va. R.R. NPT is correct-it is undisputed that Defendants did not disclose that they were working together. 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). Nanula told Plotnick, however, that if a consensus was not reached, Meyer may come back to you, and ask for $7m instead of $5m. (Id.) . 1. 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.). No. A. NPT relies on the evidence of disgruntled members to support its contention that Ridgewood and CGP's relationship was material. . (Compare 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. . 53 at 26-29 (discussing gist of the action doctrine) with id. b. 149-1 at 63; Doc. No. Next, we dismissed the antitrust claims because NPT failed to establish an unreasonable restraint of trade. 100-15, Ex. Attached to the PSA are exhibits that delineate the capital improvement projects to be undertaken. U at 62:16-63:19.) . Although the meeting went well and the Township want[ed] to get the deal done (see id. 8:19-CV-02344 | 2019-09-20, U.S. District Courts | Other | (Doc. (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. Silverman also testified that Nanula wasn't being very honest with us and stated he does not like doing deals with people that aren't honest. (Id. at 682. 149-1 at 48; see also Doc. A.) Tom Kubik, the president of Plantation Golf and Country Club, told the Venice Gondolier Sun that inaddition to the reinvestment program, CGP willimmediately redeem all resigned member equity, exchanging current member equity redemption rights for those improvements.The full article about the sale of PGCC is availablehere. X at 10:8-13 (Meyer's and Silverman's testimony that they both resigned).) (Id. 149-1 at 59. Nanula made the following request: For now, I hope you guys will stand back, profess some concerns about the real estate risks, and just wait to see if I can strike a better deal for all of us here. (Id. Holdings, LLC, Civil Action No. No. and then Concert told Ridgewood to stay down, therefore, not to have potentially two people interested in Philmont, that would have changed [his] opinion of the transaction. 100, 101.) (ahf) (Entered: 12/31/2018), DocketSummons Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC. . No. 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. (Id. 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. 100-5, Ex. However,board members changed the redemption formula in the bylaws against attorney advice. See Gnagey Gas & Oil Co., 82 A.3d at 501-02 (explaining difference between passive concealment and mere silence versus active concealment and suppression of the truth). Pa. Feb. 12, 2018) (Permitting a fraudulent inducement claim in this case would essentially negate the entire [] gist of the action doctrine because a Plaintiff would have only to allege that Defendants never intended to abide by a provision in their contract in order to escape dismissal. No. (See Doc. ] (emphasis added)).) Philmont Club's facilities also included a tennis court, swimming pool, and clubhouse. 100-35, Ex. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, And, the Court is even less persuaded by NPT's contention that Meyer's testimony that the Defendants' relationship was disconcerting shows that relationship went to the essence of the transaction. 100-5, Ex. (Doc. (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).). 12 to Ex. No. (See, e.g., 123-5, Ex. 5 to Ex. The Court concludes that no reasonable juror would find Ridgewood and CGP's relationship-and the profits they would garner from their separate and independent transaction-was material. No. Nanula stated that CGP would only pursue the real estate angle with Ridgewood and that he was prepared to sign an agreement to that effect. (Id.) 1. 11 to Ex. July 18, 2014) (The New Jersey Supreme Court has held that proof of actual damages is not necessary to survive summary judgment on a breach of contract claim: the general rule is that whenever there is a breach of contract . Under the agreement, PCC (the Assignor) agreed to assign NPT (the Assignee), NPT initiated this action against Defendants on October 1, 2019. No. 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. 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. . 116 at 26-27.) No. (Id.) No. 100-5, Ex. If you do not agree with these terms, then do not use our website and/or services. Judge removes the case from the June 2022 trial docket. Deadline for The Class to appeal to the 2nd District Court of Appeals. 2 to Ex. No. Chairman and Nanula reasoned that CGP would get a little more of the total proceeds because (1) we have to deal with member pressures and capex vagaries 3-5 years down the road, and (2) we upfronted the capital to buy all 300+ acres of land so that Ridgewood does not have to do this. (Id.) Pa. Apr. 149-1 at 37; Doc. As to fraud, the Court found that the fully integrated PSA did not prevent NPT, as assignee, from asserting fraud claims against CGP and Nanula, as CGP and Nanula were not parties to the PSA; the Court was unpersuaded by Defendants' argument that general agency principles dictated otherwise. 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. at 87.) A.) 116-4, Ex. 37 to Ex. No. 21 to Ex. No. The Class is defined as: All individuals (or their guardians or representatives) who had an effective resigned equity membership before April 1, 2016, and who have not received their full refund amount., Written Order granting Class Certification issued. 20 to Ex. at 77 (describing [t]he financial components of CGP's proposal); id. It also never contracted to perform services for Rumsey, and it was not part of an employment relationship with Rumsey. Meyer immediately forwarded to Silverman, stating, Hot off the press. W, 54:10-22).) No. 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. The key difference between the two is that a defendant can only be held liable for fraudulent nondisclosure under 551 if a duty to disclose exists, while a defendant can be held liable for active concealment under 500 even if a duty to disclose does not exist. Corp., 66 F.3d 604 (3d Cir. Shortly after the AOS was executed, however, NPT learned that a 2014 zoning change meant the Property could only yield 105 units by-right. (Doc. No. 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. (Id.) at 35-47.). The Court reasoned: Here, RLH was not a party to a business transaction with Rumsey. (Doc. 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