that wouldn't have sat well with me, nor the members of the club.).) DD at 8 (indicating that the purchase price included the unpaid principal balance and accrued and unpaid interest on PCC's Fox Chase Bank loan, which bore an original principal sum of $1.2 million); id. The Motion by Concert Plantation and PGCC is DENIED. A: . A; see also Doc. Meyer's testimony underscores that CGP taking over as golf operator and CGP's monetary promises (i.e., paying off PCC's debt and spending $4 million in capital expenditures initially, followed by another $5 million upon the sale of the Property) were the bases of the transaction: It is also noteworthy that, before the PSA was executed, Meyer provided Nanula with the contact information for NVR and NPT/Metropolitan. The Civil action was filed in the Superior Court on May 7, 2018. Ridgewood moves for summary judgment on this claim, arguing that because Silverman testified that PCC suffered no damages from Ridgewood's breach, NPT cannot prove an essential element of a breach of contract claim. Sections 5.5(h) and 5.5(k) of the PSA provide (1) Concert Philmont LLC will cause to be completed, and pay the costs of completion of, the [Initial Capital Projects] currently estimated by the Parties to cost approximately FOUR MILLION AND NO/100 DOLLARS and (2) Concert Philmont LLC will cause to be completed, and pay the costs of completion of, the Phase II Capital Projects currently estimated by the parties to cost approximately FIVE MILLION AND NO/00 DOLLARS. (Doc. ), About two years prior, in late 2014, Plotnick emailed Meyer to see whether PCC was interested in discussing a potential transaction with Ridgewood. at 496-97, 503-04. (Doc. at 29:15-31:10.) 149-1 at 158; Doc. (Doc. That Meyer and PCC never inquired further as to whether or not CGP had found the right developer after learning that CGP would likely not be moving forward with NPT/Metropolitan, coupled with the fact that Meyer recognized that it was CGP's call as to which developer to use, illustrate that CGP and Ridgewood's relationship was not a fact basic to the transaction. Cases involving employment discrimination (gender, age, religion, etc. U at 58:20-59:11. Relator does not, however, allege any active concealment or suppression on the part of Omnicare. (Upon the sale of the fully entitled redeveloped portion of the property to a homebuilder, the waterfall will be as follows: -First, 50/50 to Ridgewood to repay the actual Approval Costs expended, -Second, 100% to Concert for the next $5MM of proceeds, -Last, 50/50 to Concert and Ridgewood for all additional proceeds.). ), During a mid-January 2017 email exchange with counsel about a draft of the PSA, Nanula wrote that the current Exhibit I cover[ed] the Big 4 of these projects, which included utility infrastructure; pool/porch/patio; locker rooms; and golf course. (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).). (See Doc. 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. (Doc. 53 at 58).) Thus, PCC could have learned this information (Ridgewood and CGP's relationship) from the Township, and not just the Concert and Ridgewood Defendants. He said they were working on a deal with a RE developer, and could not do anything else right now. (Doc. 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). 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. C at 228 (Mike Tulio's (the then-Vice President of Land Acquisition at Metropolitan) testimony that he signed the Fifth Amendment to the AOS on behalf of NPT); Doc. No. 2014)); see also id. ), 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. (Compare Doc. Pa. Jul. 1:21-CV-00455 | 2021-05-21, U.S. District Courts | Civil Right | In so arguing, NPT cites to this Court's August 12, 2021 Memorandum, in which the Court cited to Bucci v. Wachovia Bank, N.A., 591 F.Supp.2d 773 (E.D. 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). (See id.). W at 54:10-22 (Q: . (July 19, 2022 Hr'g Tr. ), Plotnick also suggested that $5 million from the sale of the Property be reinvested in Philmont Club as capital expenditures. 100-29, Ex. 16 to Ex. Performance Rating Act - 5 USC 4303. at 177-79.) 100-29, Ex. Moreover, the fact that Ridgewood and CGP stood to make a significant profit working together is also not basic to the transaction. 14 to Ex. 149-1 at 112.) 124-1 at 46.) Agreed Order is entered by the Court to simplify the discovery process. The Club at Renaissance, Concert Golfs most recent acquisition, is located within an exclusive South Florida community. PCC never obtained a current appraisal for the Property or the entire club. Meyer testified that he told Nanula he understood Nanula's rationale. A subsidiary of Concert Golf Partners that controls the Plantation Presently before the Court are Defendants' motions for summary judgment. 100-35 at 56-57.) On October 3, 2016, Meyer informed Nanula that the AOS had been terminated and that PCC was considering its options for moving forward. (See, e.g., 123-5, Ex. ), Silverman is a Certified Public Accountant and a business advisor. 149-1 at 54; Doc. (Id. (Id.) No. On March 3, 2017, NPT initiated a lawsuit against CGP and PCC in the Montgomery County Pennsylvania Court of Common Pleas (Case No. NPT opposes the motions. No. Warner Bros. The evidence showed that Gnagey had discarded the abandoned tanks and the soil, and backfilled the excavated area without informing the Fund that it discovered the abandoned tanks; changed its invoicing procedure to the Fund after discovering the abandoned tanks; and issued three invoices to the Fund accompanied by photographs, narratives, and a chronology of daily work activities, all of which failed to document or disclose the abandoned tanks. Id. No. (See Doc. X at 65:20-66:21. ), On December 20, NPT sent Meyer a revised proposal to buy the Property. (Doc. ; see also id. Although the dictionary gives as an example a party to the contract,' the Court does not consider that to be the universe of parties who can take part in a transaction. (quoting Black's Law Dictionary 1297 (10th ed. 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. 100-26, Ex. This case was filed in U.S. District Courts, Florida Middle District. However, the amounts of the refunds are not discussed in the article. ), Age Discrimination in Employment Act (ADEA) - 29 USC 621-634 If the suit cannot be resolved through mediation, the plaintiffs want a jury trial. 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. No. ; see also id. W at 117:17-118:9.). A.) No. Filing 1 COMPLAINT against CONCERT GOLF PARTNERS, LLC, CONCERT PHILMONT PROPERTIES, LLC, CONCERT PHILMONT, LLC, JONATHAN Anderson, 477 U.S. at 252. L.) Meyer testified that around the time of the September 7 meeting and thereafter, he understood that NPT and NVR were not getting along very well and NPT or Metropolitan was thinking about terminating their relationship with NVR (Doc. No. No. (See id. 100-5, Ex. No. 124-1 at 44.) However, in 2021, Meyer testified that in or around September 2016, Ridgewood made an informal offer for $5 million for the nine-hole Property. W 54:10-54:22 (Q: [I]f you knew that Mr. Nanula was promising to spend $5 million . Company Type For Profit. However, it may take years before a resigned member actually gets their check. Notably, Defendants fail to cite any applicable case law to support their position.).). 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 . No. ), This is consistent with Meyer's 2021 testimony that Ridgewood informally offered $5 million for the Property. ), K. PCC Members Are Dissatisfied and Unhappy in the Years Following the Sale, In the years following the sale, many Club members resigned because they were displeased with how the deal panned out and how the Club changed. In fact, during oral argument, NPT could not identify a case providing that two companies cannot make plans to acquire a company together, unbeknownst to the seller. Trade & Fin. Fraudulent Concealment and Fraudulent Nondisclosure Claims, In Counts II and III, NPT, as PCC's assignee, asserts fraudulent concealment and fraudulent nondisclosure claims against all Defendants under Restatement (Second) of Torts 550 and 551, alleging that the Concert and Ridgewood Defendants failed to disclose that they were working together and actively concealed their relationship. No. If you do not agree with these terms, then do not use our website and/or services. Under Concert Golf, the club will be debt free and run by a professional golf club company, the Post reported. 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? (Id. Co., 709 F.3d 487, 497-98 (3d Cir. at 2 (stating that Concert Philmont LLC would establish and operate the Club); see also Doc. 149-1 at 30-31.) A Ultimately, PCC rejected NPT's proposals. Philmont Club's facilities also included a tennis court, swimming pool, and clubhouse. No. 1 at 226-41. ), That same day, Meyer sent a letter to PCC's membership, informing them of the terms of CGP's proposal. (Id. We paid $18,000, then it went up to $21,000, then it went to $30,000, he said, referring to the value of his equity. 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. (KARPF, ARI) (Entered: 12/31/2018). . Nos. Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. A (I thought it would be proper' for us to advise Tom [King with NVR] that we are going to let the agreement expire in some manner.). 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