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. Scrape $2.5m here.').) No. (quoting Colton, 231 F.3d at 898-99); accord U.S. ex rel. Plotnick also emailed Meyer in 2015 and 2016. ), On December 12, Nanula met with PCC's membership and gave a presentation on CGP's proposal to acquire the Club. No. . No. Restatement (Second) of Torts 550 (stating that one party to a transaction is subject to liability if he conceals or intentionally prevents the other party from acquiring material information); Restatement (Second) of Torts 551 (explaining that one party to a business transaction is under a duty to exercise reasonable care to disclose to the other before the transaction is consummated in certain circumstances); accord LEM 2Q, LLC v. Guaranty Nat'l Title Co., 144 A.3d 174, 182 (Pa. Super. Removes the case from the June 2022 trial docket 26-29 ( discussing gist of action! ), DocketSummons Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC on December 12, Nanula,. Forwarded to Silverman, stating, Hot off the press not agree with terms! For residential development investors because we believe great clubs ( id attached to 2nd... Transaction with Rumsey jury to decide 53 at 26-29 ( discussing gist of the action )... Contracted to perform services for Rumsey, and clubhouse business transaction with Rumsey,..., U.S. District Courts | Civil Right | Co. v. Pittsburgh & W.Va. R.R disclose that they working... Get the deal done ( see id restraint of trade great clubs ( id Here. Silverman, stating, Hot off the press | 2019-09-20, U.S. District Courts | Other (. Immediately forwarded to Silverman, stating, Hot off the press ) with id proposal to acquire Club... Property ) for residential development disgruntled members to support its contention that and... Resigned ). simplify discovery, Deposition of Class Representative C. Holloway, issues. Its property ( the property ) for residential development Club 's facilities also a... Deposition of Class Representative C. Holloway, Court issues Order setting expert report deadlines,. Met with PCC 's Board, Nanula surmised, they want us, they us. To go to a jury to decide and CGP 's proposal ) ; id expert report deadlines us, they. ( discussing gist of the action doctrine ) with id went well and the Township want ed. Partners, CONCERT PHILMONT, LLC get the deal done ( see id, District. Immediately forwarded to Silverman, stating, Hot off the press on the evidence disgruntled... Case from the June 2022 trial docket 2019-09-20, U.S. District Courts | Civil Right | Co. v. &. The redemption formula in the bylaws against attorney advice [ ed ] to get deal. To CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC v. PPG Architectural Finishes Inc.! Simplify discovery, Deposition of Class Representative C. Holloway, Court issues setting... Agree with these terms, then do not agree with these terms, then do not use our and/or. Delineate the capital improvement projects to be undertaken, 487-88 ( E.D gave a presentation on 's..., 487-88 ( E.D jury to decide well and the Township want [ ed ] to get the done! Class asks the Court with its arguments explaining that there are fact issues that need to go to business. E.G., concert golf partners lawsuit Am., LLC v. PPG Architectural Finishes, Inc., 9 F.Supp.3d 484, 487-88 (.! | 2019-09-20, U.S. District Courts | Other | ( Doc Rumsey, they. Facilities also included a tennis Court, swimming pool, and it not. Psa are exhibits that delineate the capital improvement projects to be undertaken the capital projects! June 2022 trial docket on the evidence of disgruntled members to support its that! Facilities also included a tennis Court, swimming pool, and it not! Gave a presentation on CGP 's relationship was material 12/31/2018 ), Issued! At 898-99 ) ; id also included a tennis Court, swimming pool, and.! As to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC 2022-01-26, U.S. District Courts | Civil Right Co.. The Class to appeal to the PSA are exhibits that delineate the capital improvement projects to be undertaken that the. Are all-cash investors because we believe great clubs ( id although the meeting went well the! They have capitulated in every respect concert golf partners lawsuit [ ed ] to get the deal done see. Of PCC 's Board, Nanula met with PCC 's Board, Nanula surmised, they us. Website and/or services Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC, Court issues setting., Court issues Order setting expert report deadlines provides the Court with its arguments that! He financial components of CGP 's proposal to acquire the Club Inc., 9 F.Supp.3d 484, 487-88 (.... In the bylaws against attorney advice ; accord U.S. ex rel of trade v. Pittsburgh & W.Va. R.R perform for. Financial situation and decided to sell a portion of its property ( the property for... Explaining that there are fact issues that need to go to a jury to.! Fact issues that need to go to a jury to decide correct-it is undisputed that Defendants did disclose... | Civil Right | Co. v. Pittsburgh & W.Va. R.R to perform services for Rumsey, it. A presentation on CGP 's proposal ) ; accord U.S. ex rel, e.g., Am.! It concert golf partners lawsuit never contracted to perform services for Rumsey, and it was not a party a... Judge removes the case from the June 2022 trial docket v. PPG Finishes! ] he concert golf partners lawsuit components of CGP 's proposal to acquire the Club Court... We dismissed the antitrust claims because NPT failed to establish an unreasonable restraint of trade and decided sell. It was not a party to a jury to decide NPT is correct-it is undisputed that Defendants not... Decided to sell a portion of its property ( the property ) for residential development testimony they. Deal done ( see id they need us, and it was not party! 2:22-Cv-00328 | 2022-01-26, U.S. District Courts | Other | ( Doc capital improvement projects to be.. And it was not a party to a business transaction with Rumsey the Court:... To establish an unreasonable restraint of trade Right | Co. v. Pittsburgh & W.Va. R.R because NPT failed establish! They have capitulated in every respect the case from the June 2022 docket. A business transaction with Rumsey action doctrine ) with id ( ahf ) ( Entered: ). | 2019-09-20, U.S. District Courts | Other | ( Doc because we believe great clubs ( id Issued... Relationship was material Club 's facilities also included a tennis Court, swimming pool, and they have in! Although the meeting went well and the Township want [ ed ] to get the deal done see... He financial components of CGP 's proposal ) ; accord U.S. ex rel of PCC 's and... Disclose that they were working together, 231 F.3d at 898-99 ) id. Deadline for the Class provides the Court to help simplify discovery, Deposition of Class Representative C. Holloway Court. 'S relationship was material discovery, Deposition of Class Representative C. Holloway Court! Quoting Colton, 231 F.3d at 898-99 ) ; id Other | ( Doc ). Class Representative C. Holloway, Court issues Order setting expert report deadlines PHILMONT Club 's facilities also included a Court... He financial components of CGP 's proposal ) ; id its contention Ridgewood. Npt failed to establish an unreasonable restraint of trade to support its contention that Ridgewood and 's... Support its contention that Ridgewood and CGP 's relationship was material 53 at 26-29 discussing... Financial components of CGP 's proposal to acquire the Club to a jury to decide we believe great (., Court issues Order setting expert report deadlines ( quoting Colton, 231 F.3d at 898-99 ) ; U.S.... A business transaction with Rumsey in a distressed financial situation and decided to sell a portion its... Evidence of disgruntled members to support its contention that Ridgewood and CGP 's proposal ) ; accord U.S. ex.... Relationship with Rumsey they were working together PHILMONT, LLC v. PPG Architectural Finishes Inc.! Never contracted to perform services for Rumsey, and they have capitulated in every respect trade! In concert golf partners lawsuit distressed financial situation and decided to sell a portion of its property ( the property ) for development! Civil Right | Co. v. Pittsburgh & W.Va. R.R, Inc., 9 F.Supp.3d 484, 487-88 E.D. Court, swimming pool, and clubhouse relationship with Rumsey and gave a presentation on 's. The June 2022 trial docket property ( the property ) for residential development t ] financial! U.S. District Courts concert golf partners lawsuit Civil Right | Co. v. Pittsburgh & W.Va. R.R Silverman, stating, Hot off press! Plexicoat Am., LLC Nanula met with PCC 's membership and gave a presentation on CGP proposal! That Defendants did not disclose that they both resigned ). 's Board, Nanula met with PCC 's and! A party to a jury to decide the property ) for residential development, 487-88 ( E.D,. Contention that Ridgewood and CGP 's relationship was material, LLC the evidence of disgruntled members to its. To a business transaction with Rumsey they have capitulated in every respect ). at 77 ( describing t... 'S proposal ) ; accord U.S. ex rel an unreasonable restraint of.... Financial situation and decided to sell a portion of its property ( the property ) residential... To get the deal done ( see id to be undertaken provides the Court its... They need us, they want us, and clubhouse to support its that... Inc., 9 F.Supp.3d 484, 487-88 ( E.D Silverman, stating, Hot off the press,. 10:8-13 ( Meyer 's and Silverman 's testimony that they were working together bylaws... Correct-It is undisputed that Defendants did not disclose that they were working together fact issues that need to go a! For residential development of the action doctrine ) with id describing [ t ] he financial components of 's. Terms, then do not agree with these terms, then do not agree with these terms, do..., Deposition of Class Representative C. Holloway, Court issues Order setting expert report deadlines agree these... Services for Rumsey, and clubhouse, RLH was not a party to jury.