AUGUSTA, Ga. (WJBF) The agreement to hold concerts at Lake Olmstead Stadium has hit a sour note. ), On November 1, 2016, Nanula provided PCC with a formal written proposal for CGP's purchase of Philmont Club and the Property. (See Doc. at 89; see also Doc. A.) (See Doc. The Court reasoned: Here, RLH was not a party to a business transaction with Rumsey. (Doc. 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? 100-5, Ex. No. 125-14, 173.) at 503. No. (Doc. So, the country club chose profit over people. 53 at 53 (Under Pennsylvania law, a duty to speak exists only in limited circumstances,' such as (1) when there is a fiduciary, or confidential, relationship between the parties'; (2) where one party is the only source of information to the other party or the problems are not discoverable by other reasonable means; (3) when disclosure is necessary to prevent an ambiguous or partial statement from being misleading'; (4) where subsequently acquired knowledge makes a previous representation false'; or (5) where the undisclosed fact is basic to the transaction. ), At the suggestion of PCC, the Concert Defendants also had brief communications with developer, NPT/Metropolitan, around this same time frame. Silverman testified that there was such minimal communication with Ridgewood and that he never spoke with anyone from Ridgewood. They persevered to bring the hard-nosed Manufacturer to settle and provide me some recompense for everything I had to endure which led to this suit. W at 54:10-22 (Q: . At the time of the meeting, the country club listed over 500 pending resigned members awaiting redemptions. A (CGP's proposal that it would fund approximately $5 million in phase two capital improvement projects after a real estate transaction involving the sale of approximately 50 to 60 acres on the South Course). 149-1 at 38; see also Doc. However what surprised us most was the high level of excellent customer service from the firms staff! ), 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. 149-1 at 60.) (Id. No. 5:23-CV-00368 | 2023-01-30, U.S. District Courts | Labor | 2020-03-13, U.S. District Courts | Other | A; see also Doc. (Doc. First, the resignation emails do not show that PCC members would have voted against the sale of the Club to CGP had they known of Ridgewood and CGP's relationship and the profits the Defendants stood to gain as a result of the deal. The mere fact that Ridgewood showed interest in making an offer to PCC and followed up with telephone calls does not mean that they were parties to a transaction, whether business-related or not. at 5357.) 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.) (Doc. 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. (Id. 22 to Ex. Metropolitan Development Group (Metropolitan) is a land development business (see id. at 36.). ), NPT also misstates the Court's prior Memorandum when it posits, The Court has similarly observed that the gist of the action doctrine does not bar fraud claims where the defendant never intended to keep its promise to do something in the future. (Doc. If the suit cannot be resolved through mediation, the plaintiffs want a jury trial. ), Meyer is a financial planning and investment advisor. at 284:7-19; see also id. NPT is correct-it is undisputed that Defendants did not disclose that they were working together. (Doc. 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. (Doc. (Id. A.) ), Philmont independently of Concert . (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). ), Age Discrimination in Employment Act (ADEA) - 29 USC 621-634 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. Id. (See Doc. 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. Under Concert Golf, the club will be debt free and run by a professional golf club company, the Post reported. No. It also never contracted to perform services for Rumsey, and it was not part of an employment relationship with Rumsey. 6:18-CV-01685 | 2018-10-09, U.S. District Courts | Other | Nos. 149-1 at 75; Doc. Meyer wrote about the potential advantages of a transaction with CGP, including that CGP would: (1) pay off all of [PCC's] current debt and obligations (mortgage, line of credit, capital leases and other) which approximates $1,000,000; (2) commit to invest approximately $4,000,000 into the Club immediately over a 12-24 month time frame; (3) commit to fund ongoing capital reserves at 34% of annual revenues, equat[ing] to approximately $1,000,000 over a five year period; (4) commit an additional $5,000,000 towards various agreed upon projects [u]pon closing the real estate deal; (5) freeze dues increases for two to three years and limit annual increases thereafter; (6) eliminate assessments; and (7) guarantee [] maintaining 27 holes of golf after the South Course land [] sold. (Id.) No. 100-5, Ex. No. Presently before the Court are Defendants' motions for summary judgment. Philmont Club's facilities also included a tennis court, swimming pool, and clubhouse. No. (See Doc. This case was filed in U.S. District Courts, Florida Middle District. At no point did Ridgewood formally offer to purchase the Property or any portion thereof. Nanula explained that CGP was in the early stages of trying to purchase Philmont Club and had received an initial proposal from golf-adjacent developer Ridgewood. Instead, driven by its distressed financial position, it chose to take the only deal on the table other than NPT's. No. No. 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. 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? A at 190.) No. 100-28, Ex. (ahf) (Entered: 12/31/2018), DocketSummons Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC. No. Section 550 imposes liability when one party to a transaction . 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. This is not a fact basic to the transaction.). ' (Doc. at 25, 27.) 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. No. ), 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. These projects were to be completed within two years after the sale of the developed Property. D at 27:21-29:16.) (Id. No. 100-2 at 25.) (See Doc. 149-1 at 47. (Doc. According to the June 4th, 2013 PGCC legal committee meeting minutes, board and staff members question attorneys about the equity membership refunds. 173)-notwithstanding the fact that he had told Ridgewood that he was ready to paper [their] deal the week prior (Doc. Because a party to a transaction is broader than a party to a contract, the fact that CGP and Nanula were not parties to the PSA is not dispositive. A [Marty Stallone, Executive Vice President of Metropolitan]: I would say on any given day any member of Metropolitan Development Group would give their advice or opinions on any of our projects.).) Ross served as the principal negotiator for Ladbrokes.All of Ross's alleged misrepresentations concerned matters governed by the Letter of Intent between Ladbrokes and Williams.). No. PLC, 93 Fed.Appx. See, e.g., Plexicoat Am., LLC v. PPG Architectural Finishes, Inc., 9 F.Supp.3d 484, 487-88 (E.D. On September 6, 2016, NPT sent NVR a Notice of Material Change, stating that NPT could not satisfy the conditions of the AOS, including obtaining zoning approvals to the satisfy the unit yield anticipated by the LPA. (See Doc. No. Updated: Feb 28, 2023 / 05:11 PM EST. in order to deal with member capex obligations, which could go higher than the $5-6m, and last, splitting the remainder of the proceeds 60-40 (60% CGP, 40% Ridgewood). (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. The proposed Seventh Amendment was not executed. ), Ridgewood. No. In addition, the Gaines court did not hold that the plaintiffs in that case were parties to a transaction or involved in a business transactional relationship. No. In December 2016-after PCC's Board approved CGP's proposal but before it approved the PSA-NPT approached PCC again about renewing the AOS. 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. 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. (Id. ), Plotnick anticipated that the fully entitled residential development for approximately 160 age restricted townhomes is worth between $12-$14 million to a builder. (Id. 149-1 at 112.) (See Doc. No. (Id. . Judge removes the case from the June 2022 trial docket. ), filed by JAMES STEVENS. (Id. It is clear that NPT believes it has been wronged. Therefore, I am respectfully requesting for you to determine which course of action you like us to proceed [sic][.]).) Id. 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.) (Doc. Equal Employment Opportunity Act (EEOA) - 42 USC 2000e However, in 2021, Meyer testified that in or around September 2016, Ridgewood made an informal offer for $5 million for the nine-hole Property. 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. A.) X at 65:20-66:21. (Doc. . 116 at 26-27.) (See id. Viewing the facts in the light most favorable to NPT, the Court will not consider whether there was a $5 million informal offer for the nine-hole Property, as NPT contends the Court must infer that Meyer did not make an offer since he failed to mention it in 2018. 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. The court found that those misrepresentations involved duties later enshrined in a contract. Id. ClubCorp and Morningstar are both golf course operators. 2 to Ex. . ), On September 12, Nanula sent several follow up questions to Silverman, which Silverman answered. We disagree. (emphasis added). See Toledo Mack Sales & Serv., Inc., 530 F.3d at 229; eToll, Inc., 811 A.2d at 14 (cleaned up); see also Bruno v. Erie Ins. 149-1 at 56; Doc. 1491 at 53; Doc. No. Oct. 16, 2018) ([T]he Court holds that Diversified's no damages' argument does not support granting summary judgment to Diversified as to Stevenson's breach of contract claim.); Fagal v. Marywood Univ., Civil Action No. 124-1 at 8. ), On December 12, Nanula met with PCC's membership and gave a presentation on CGP's proposal to acquire the Club. . 100-35, Ex. The Third Circuit noted that while Pennsylvania courts have adopted the duty to speak requirement, the cases leave us uncertain of the extent to which Pennsylvania law includes the Restatement's discrete criteria for when a duty to speak arises and then interpreted two Pennsylvania cases, one in which latent problems were not discoverable by other reasonable means and one in which one party was the only reasonable source of the information. Id. 2.) (Doc. No. 2019). . a. No. If you would like the costs split 50/50, we would request a 50/50 profit split as well[.]).) at 654 (discussing materiality in the context of a breach of contract claim in an insurance case and an insurer's post-loss investigation). A.) The gist of the action' doctrine is designed to maintain the conceptual distinction between breach of contract claims and tort claims [by] precluding plaintiffs from recasting ordinary breach of contract claims into tort claims. 100-33, Ex. (See Doc. The due diligence period was extended until September 29, 2016 through a series of eight amendments to the AOS. Plotnick also emailed Meyer in 2015 and 2016. The transaction closed on or around March 1. Why is this public record being published online? 100-26, Ex. ; see also id. See In re Westinghouse Sec. Defendants moved to dismiss the Complaint (see Doc. 100-5, Ex. No. . 2 Forwarded To: Counsel on 12/31/2018 (ahf) (Entered: 12/31/2018), (#1) COMPLAINT against CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC ( Filing fee $ 400 receipt number 0313-13254330. (Doc. (Compare id., with Doc. Under the proposed Seventh Amendment, the minimum purchase price would be revised to $12,049,382.40-i.e., $75,308.64 multiplied by 160. 116, 117.) . (Id. 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). at *3-4 (finding that the defendant-insurance adjuster was a party to the transaction for purposes of 551 despite the fact that the adjuster was not named in the insurance policy or any other contract). 100, 101.) . Pa. Apr. 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. No. ), NPT. at 35.) 2:11-cv-1588-TFM, 2014 WL 2808097, at *19-20 (W.D. at 612. . (ii) to honor its commitment to retain 9 holes of the South Course (or to at least offer an acceptable alternative in light of its refusal to comply with the terms of our Agreement of Sale regarding the South Course), (iii) to provide evidence of the capital it has spent to date, (iv) to provide evidence of its retention of the capital reserves generated as a percentage of Member revenues as required under our Agreement of Sale, and (v) to create and implement a business plan that honors its obligations under our Agreement of Sale to return Philmont to an elite' country club status. (emphasis added)). . As noted above, the 551 claim against the Ridgewood Defendants cannot stand because they were not parties to a business transaction. 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. Co., 106 A.3d 48, 68 (Pa. 2014) (explaining that the nature of the duty alleged to have been breached . Federal courts applying Pennsylvania law have agreed with the impropriety of summary judgment in such a situation. at 117:22-23, 119:3-5 (Meyer's estimate that 90 plus percent of prior PCC members are no longer members of the club and his testimony that [t]he membership changed drastically because of, you know, the way Concert ran the club).) . Anderson, 477 U.S. at 252. (Doc. . at 30:16-31:10 (stating that Meyer's 2018 and 2021 deposition testimonies were contradictory and that in 2021, Meyer was mistaken).) at 683; see also Plexicoat Am., LLC, 9 F.Supp.3d at 48889 (holding that the gist of the action doctrine barred two of the plaintiff's fraud in the inducement claims where the plaintiff alleged that the defendant represented it was ready, willing and able to comply with the terms and conditions set forth in the Agreement and that it would utilize its national sales and marketing team and programs to promote, market and advertise the sale of Plaintiff's products as because those statements were clearly enshrined in the Agreement, which provided that the defendants would use commercially reasonable effort' to promote and sell the Products and generate a minimum amount of sales); First United Bank & Tr., 667 F.Supp.2d at 451 (concluding that the gist of the action doctrine barred the fraudulent inducement claims where [i]t [was] clear that the[] representations and duties detailed in the Master Agreement concern[ed] the same facts and circumstances that [the plaintiff] now alleges were misrepresented in order to induce it to enter the Master Agreement and emphasizing that the subject representations made during negotiations foreshadowed contractual duties and subsequently ripened into contractual provisions such that the duties allegedly breached were grounded in the contract itself); CRS Auto Parts, Inc., 645 F.Supp.2d at 380 (finding that the gist of the action doctrine barred the plaintiff's fraud claim in part because [a]ny contractual statements by Turley concerned coverage duties that were later outlined in the written insurance policy). Updated: Feb 28, 2023 / 05:11 PM EST. And NPT has made quite clear that it is pursuing a fraudulent nondisclosure claim based on the Restatement (Second) of Torts 551. 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. Q.) (Id. 1 at 177-85.) W at 113:4-9 (Q: When did you first learn that Ridgewood had become involved with Concert Golf? 17 to Ex. (See, e.g., Doc. Id. (See Doc. (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). Litig., 90 F.3d at 714 (in the context of securities litigation, discussing whether the alleged misrepresentations or omissions are so obviously unimportant to an investor); Parasco, 920 F.Supp. . 124-1 at 21; see also Doc. Operating Status Active. 9 to Ex. 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. 117 at 16-17. No. WebRecapitalizing with a well-funded partner like Concert Golf Partners addresses the fundamental challenges many clubs are facing, even after more than a decade of at 35-47.). Under the DSA, Ridgewood Philmont is paid a management fee for providing development services. In arguing that CGP and Ridgewood's relationship was a fact basic to the transaction, NPT cites only to Meyer and Silverman's testimony. Concert Plantation & PGCC file their Motion for Summary Judgment to have the Court decide the breach of contract issue as well as decide whether the Receipt & Release forms signed by certain class members is valid. . 18 to Ex. Although Williams did not have a contractual relationship with Ross, Williams cannot detach Ross from his status as an agent for Ladbrokes. A: Possibly. (emphases added)).) (Id. 101-2 at 14). (Id. Not interested. (Doc. at 10), and it had a relationship with NPT. Plotnick proposed that CGP purchase Philmont CC from the members, including both 18 hole courses; Ridgewood would ha[ve] no involvement on the golf side and instead would be brought in as a joint venture partner solely on the redevelopment portion of the property. (Id.) No. A.) He said they were working on a deal with a RE developer, and could not do anything else right now. At first, PCC agreed to sell the Property to Toll Brothers, but Toll Brothers terminated that agreement in July 2014. No. Whether the Concert Defendants and/or Ridgewood Defendants Were Parties to a Transaction with PCC, The Concert and Ridgewood Defendants argue that summary judgment is mandated on the fraudulent concealment and fraudulent nondisclosure claims because 550 and 551 of the Restatement impose liability only on one who is a party to the transaction and CGP, Nanula, Ridgewood, Plotnick, and Grebow were not parties to the PSA. The Club at Renaissance, Concert Golfs most recent acquisition, is located within an exclusive South Florida community. Ruling favors golf club in lawsuit filed by former members at 59, Appendix A to the PSA. 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. ), Two days after the Club visit, on September 29, Ridgewood and PCC executed a confidentiality agreement to facilitate the sharing of information, pursuant to which Ridgewood agreed to not disclose or disseminate PCC's proprietary, non-public information. (Doc. (See Doc. 149-1 at 19, 64.) No. 149-1 at 12.) 149-1 at 54; Doc. (Doc. No. 56(a). Stallone, who knew of CGP's proposal, responded by comparing NPT's offer of a guaranteed $5 million for the Property to CGP's proposal: [I]f the club accepts the offer on the table from Center [sic] Golf, it only gets $5 million for the same land and that $5 million is at risk with contingencies. (Id.

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