He already knew about you and had been on your website. 30, 2021) (finding that the gist of the action barred fraudulent inducement claim where the plaintiffs alleged that the defendant never intended to pay the plaintiffs the compensation they were promised under their contracts). NPT must set forth more than a mere scintilla of evidence to survive summary judgment, and it has not. 124-1 at 44.) 100-28, Ex. Co. v. Pittsburgh & W.Va. R.R. Under either New Jersey or Pennsylvania law, actual damages need not be established to survive summary judgment on a contract claim. A at 190.) 100-8, Ex. No. (Doc. Next, we dismissed the antitrust claims because NPT failed to establish an unreasonable restraint of trade. No. 100-35, Ex. ), The Initial Capital Projects and Phase II Capital Projects delineated in the PSA's exhibits are identical to the capital improvement projects outlined in CGP's November 1, 2016 proposal to PCC, with one exception: moving and constructing a new maintenance facility was not part of the original proposal. But the allegations in the initial Complaint are fundamentally different from those alleged in the Amended Complaint, which was filed after the Court ruled on Defendants' motion to dismiss and is the current operative complaint. . No. No. 53 at 58).) (See Doc. NPT failed to cite a single case supporting its position that CGP and Ridgewood's relationship was basic to the transaction. No. 124-1 at 48-50. Neither of these situations is present here. There is no evidence that PCC seriously considered NPT's revised proposal, which outlined two different options. But, ironically, the Gaines court conflated 550 and 551 by holding that the plaintiffs could not bring a claim of fraudulent concealment under 550 because there was no duty to speak to the general public or the residents of Homestead, Pennsylvania. No. at 36:2-11.). ), At no point did the Concert Defendants inform PCC that they were in talks with Ridgewood and planned to paper the deal on the real estate opportunity. (See Doc. . DD at 5.5(k). 149-1 at 37; Doc. No. (See Doc. 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. 116 at 29 (citing Ex. 3 to Ex. 100-32, Ex. 100-16, Ex. 100-28, Ex. You will see. 2 to Ex. Seven to fourteen times Ridgewood's initial investment of $500,000 is $3.5 million to $7 million. 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. 124-1 at 46.) Ins. 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. 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. 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. However, it may take years before a resigned member actually gets their check. 149-1 at 136-37. No. (stating that under NPT/Metropolitan's proposal, NPT/Metropolitan would only purchase 9 holes and PCC would retain ownership and control of EVERYTHING else, whereas CGP's proposal involved total sale of all land and assets of the club pursuant to which PCC would abdicate[] club control to CGP).) The Class files their Motion for Partial Summary Judgment to have the Court decide their claim for breach of contract and other issues. ), This is consistent with Meyer's 2021 testimony that Ridgewood informally offered $5 million for the Property. A (September 28, 2016 email from Michael Tulio, then-Vice President of Land Acquisition at Metropolitan, stating, I'm willing to post a deposit of 750K to show our commitment and when the zoning portion is approved and the appeal period passes I will release to the club 375K, then after the Environmental release the balance making it fully non refundable and for the club to use as they see fit. ' (citing Bucci, 591 F.Supp.2d at 783) (emphasis added).) No. Further, there is no evidence from which a reasonable juror could find that the profits Ridgewood and/or CGP stood to gain were material to PCC. At the conference, Plotnick expressed interest to Brown about a potential transaction between PCC and Ridgewood. In addition, although the Court recognizes the distinction between 550 and 551 (i.e., the language of a party to a transaction versus party to a business transaction), the Court finds that the same reasoning applies here with respect to whether the Ridgewood Defendants were a party to a transaction for purposes of 550-NPT has not identified any transaction to which PCC and the Ridgewood Defendants were both parties. ), Meyer testified that the Concert Defendants had discretion as to do what they wished as to the four general areas of capital improvements discussed and that the Concert Defendants did everything that was discussed. (See Doc. a, the Court considers whether there is a genuine issue of material fact as to whether the Concert Defendants intentionally prevented PCC from acquiring material information. ), Plotnick also suggested that $5 million from the sale of the Property be reinvested in Philmont Club as capital expenditures. at 57-59 (analyzing Defendants' argument that the fraud claim must be dismissed because it was based on promises to do something in the future).). Hearing before Judge McHugh on motions to continue/delay hearing and trial. He served 4 years of active duty service in the Army as a Judge Advocate with the rank of Captain. No. 2 to Ex. U at 62:16-63:19.) We promised members $5m of Phase 2 capex, which will be more like $4.5m. The change of bylaws without consent from resigned members is a self-serving business practice by PGCC. Nanula told Meyer that he would be willing to commit to funding and completing a series of capital projects that the board wanted to get done that was on the order of $4 million. (Doc. . (Id. No. 124-1 at 9. The agreed-upon Phase II Capital Projects included: South Course improvements; additional North Course improvements from Andrew Green's master plan; improvements to the tennis facility; clubhouse renovations; and construction of a new maintenance facility. 53 at 26-29 (discussing gist of the action doctrine) with id. T.) NPT's revised proposal included a chart comparing NPT/Metropolitan's proposals side-by-side to CGP's proposal. We disagree. (emphasis added). No. (Id. 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? Even drawing all inferences in Plaintiff's favor, PCC's conduct illustrates what was material to the transaction- PCC's need to obtain an operator for the club and capital funding given its distressed financial situation, not whether CGP would maximize its profit from the deal. . (See, e.g., 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). Last, the Court denied the motion to dismiss NPT's breach of contract claim against Ridgewood, which was based on Ridgewood's alleged violation of a confidentiality agreement. He said they were working on a deal with a RE developer, and could not do anything else right now. 11 (January 20, 2017 email from Grebow to Nanula, stating Meeting with the manager went well . . No. No. (Doc. 100-5, Ex. No. Pa. July 31, 2015) ([W]here a party is accused of purposefully concealing information material to a transaction, no confidential or fiduciary relationship between the parties need exist for liability to be imposed. Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. 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. No. As noted above, a defendant can be held liable under 551 only if there is a duty to disclose. . No. at 30. 100-5, Ex. 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. (See id. (Doc. No. Nos. A comment to 551(e) provides: In the Court's prior Memorandum, the Court ruled on whether Defendants owed PCC a duty to disclose and, in particular, whether Ridgewood and CGP's relationship was basic to the transaction. (See Doc. No. . 100-29, Ex. On 06/06/2016 Polge filed a Civil Right - Employment Discrimination lawsuit against Concert Golf Partners, LLC. The transaction closed on or around March 1. . No. Notably, Defendants fail to cite to any applicable case law to support their position. (emphasis added)).) Afterwards, Nanula requested additional information from Meyer, including documents on the real estate development, Toll / NVR deal terms, property survey, environmental reports and any information PCC had about the various capital projects it considered. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, 100-2 at 8-22.) 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 . 100-28, Ex. S.) Stallone stated, Yes, but that was with all the environmental and zoning contingencies that you said the club was no longer interested in accepting. (Id.) Therefore, based upon your proposal of a 60/40 split of the profits, we propose splitting all due diligence and entitlement costs 60/40 (Concert/RW). No. Units and lots are referred to interchangeably. About a week later, on October 5, Plotnick emailed Tom Bennison from ClubCorp, attaching PCC's financials, including financial statements, profit and loss spreadsheets, and a 2016-2017 budget. ), The Phase II Capital Projects were subject to change arising from consultation with the new Club Advisory Board; New club member surveys; input and recommendations by [Concert Philmont's] operating consultants and experts; and Concert Philmont's refinement of the scope of such items after closing, at its discretion. PCC did not suggest any capital improvements be made different from those described in the November 1 proposal. (Id. We are a boutique owner-operator of upscale private golf & country clubs nationwide. In arguing that CGP and Ridgewood's relationship was a fact basic to the transaction, NPT cites only to Meyer and Silverman's testimony. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986) (citation omitted). No. The fact that Nanula and CGP were not parties to PSA is of no moment, as they were agents of Concert Philmont and Concert Philmont Properties. (See Doc. Nanula also stated that Ridgewood's proposal juices our normal deal returns nicely. (Id.) No. 3:21-CV-00816 | 2021-04-08, U.S. District Courts | Other | 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. 116-14, Ex. See LEM 2Q, LLC, 144 A.3d at 182 (Here, Guaranty was a party only to the escrow and thus had no duties toward LEM in the mezzanine loan transaction. NORTH PENN TOWNS, LP, directly and as assignee of Philmont Country Club, Plaintiff, v. CONCERT GOLF PARTNERS, LLC, et al., Defendants. Fraudulent concealment is characterized by deceptive acts or contrivances intended to hide information, mislead, avoid suspicion, or prevent further inquiry into a material matter. Gnagey Gas & Oil Co., 82 A.3d at 501 (quoting Colton, 231 F.3d at 898-99); see also Id. Plotnick added, In the meantime, we will continue to stand on the sidelines and let you do your thing. 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 . Deadline for The Class to appeal to the 2nd District Court of Appeals. 100-33, Ex. 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? (See id. (See Doc. 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.) 100-5, Ex. Headquarters Regions East Coast, Southern US. No. Accordingly, the Court grants summary judgment to the Concert Defendants on Count I. 37 to Ex. 100-2 at 23-24; Doc. 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. Lake Mary, FL and Santa Monica, CA April 21, 2022 Concert Golf Partners (Concert Golf, CGP or the Company) announced today that it has received an investment from Clearlake Capital Group, L.P. (together with its affiliates, Clearlake). Please Update this case to get latest docket information. . 100-34, 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. In so holding, the Court emphasizes that NPT asserts this claim-and all other claims-as assignee. After CGP Submits Its Proposal to PCC, CGP and Ridgewood Continue to Discuss Working Together and a Potential Deal, On November 2, Nanula emailed Plotnick to bring him up to date on PCC's reaction to CGP's proposal to purchase Philmont Club. No. According to the June 4th, 2013 PGCC legal committee meeting minutes, board and staff members question attorneys about the equity membership refunds. . (Id. at 91:2-8. Ultimately, more than a mere scintilla of evidence is needed to survive summary judgment, and based on the present record, no reasonable juror could find by clear and convincing evidence that the Concert Defendants' relationship with Ridgewood constituted material information. Deal with a RE developer, and the drawing of legitimate inferences from those described the... Relationship was basic to the Concert Defendants on Count I we promised $... Partial summary judgment to have the Court decide their claim for breach contract! 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