A. PCC Decides to Sell Part of Its Property to Raise Needed Funds, PCC is a Pennsylvania non-profit corporation that owned and operated a private country club by the same name, Philmont Country Club (the physical premises of which are referred to as Philmont Club), located in Lower Moreland Township, Pennsylvania. All of these ball drops' as Peter Nanula would refer to them, along with the disregard to the contract (60 Acres of Land vs 80, Modern Clubhouse Standards, Outings during off-peak times, and $5M of improvements [I'd be shocked if half of that was spent with the patchwork that has been done to date]) have brought me to my decision [to resign]. (emphasis added)); id. No. The non-moving party must show more than the mere existence of a scintilla of evidence in support of its position. He served 4 years of active duty service in the Army as a Judge Advocate with the rank of Captain. No. 101-1 at 11.) A (Sent Glenn a proposal yesterday . 100-5, Ex. . 5:22-CV-01011 | 2022-03-16, U.S. District Courts | Civil Right | A: Again, I - I don't - that I can't answer. j, illustration 3 (A sells to B a dwelling house, without disclosing to B the fact that the house is riddled with termites. 35 to Ex. Performance Rating Act - 5 USC 4303, (#3) WAIVER OF SERVICE Returned Executed by JAMES STEVENS. 100-22, Ex. The Class files its Motion for Rehearing of Summary Judgment filed. MM at 149:22-150:4.) . 116-5, Ex. ), Plotnick also suggested that $5 million from the sale of the Property be reinvested in Philmont Club as capital expenditures. No. Mail Class Action Notices mailed to class members/former PGCC equity members. 100-24, Ex. 100-5, Ex. Units and lots are referred to interchangeably. . 100-5, Ex. 3 to Ex. 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. On November 30, 2016, after learning that CGP had an interest in acquiring Philmont Club, Marty Stallone, an Executive Vice President at Metropolitan, sent Nanula the AOS between NPT and PCC, along with the Eighth Amendment. D at 282:10-24; see also id. (See Doc. No. 149-1 at 131. Plotnick also requested that Meyer share with him information about the Property and Philmont Club's financials. 100-5, Ex. (emphasis added).) 1995) to support its duty to speak test. Because each of the Defendants' misrepresentations [the plaintiff] claim[ed] induced him to enter into the FFE Agreement [were] incorporated into the FFE agreement, the court held that the gist of the action doctrine barred the fraudulent inducement claims. a fact that he knows may justifiably induce the other to act or refrain from acting in a business transaction . 149-1 at 38; see also Doc. ), About a week later, on September 14, NPT provided NVR with formal notice of [its] intention to terminate the AOS. (See Doc. (Doc. No. . Co., 2018 WL 1517022, at *4 n.2 (Put another away, Coutu cannot reasonably expect to lob facts into a business transaction, such as Bensusan being able to act as an appraiser under an insurance policy requiring an impartial appraiser, and then walk away unscathed when those facts cause mayhem to the business transaction. The following week, on October 10, Plotnick emailed the same documents to Matthew Glavin at Morningstar Golf & Hospitality, LLC. 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. No. No. . at 612. at 177-79.) No. See Restatement (Second) of Torts 551, comment l (In general, the cases in which the rule stated in Clause (e) has been applied have been those in which the advantage taken of the plaintiff's ignorance is so shocking to the ethical sense of the community, and is so extreme and unfair, as to amount to a form of swindling, in which the plaintiff is led by appearances into a bargain that is a trap, of whose essence and substance he is unaware . 100-29, Ex. 100-5, Ex. 2 Forwarded To: Counsel on 12/31/2018 (ahf) (Entered: 12/31/2018), Docket(#1) COMPLAINT against CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC ( Filing fee $ 400 receipt number 0313-13254330. . ), In May 2015, PCC agreed to sell the Property to NVR, Inc., a homebuilder. 10; Doc. Therefore, the Concert Defendants' motion for summary judgment is denied as to this argument. Concert Golf Partners inherited the suit when it purchased the club in January 2019. 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. 53 at 53-57; see id. Headquarters Regions East Coast, Southern US. 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.). 073823, 2008 WL 2502132, at *5-6 (E.D. 1.) (Doc. Civil Action 19-4540-KSM (E.D. 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. We promised members $5m of Phase 2 capex, which will be more like $4.5m. 116 at 26-27.) In the revised proposal, NPT offered PCC two options: either [a] purchase price of $12 million subject to zoning, land development, and environmental contingencies or [a] purchase price of $5 million for the Property as-is, plus $1 million conditioned on rezoning approval for 160 or more restricted townhouses. (Doc. 100-8, Ex. (Doc. No. . It also never contracted to perform services for Rumsey, and it was not part of an employment relationship with Rumsey. at 198:3-199:1.). 100-5, Ex. (Doc. No. Whether the Concert Defendants were parties to a transaction with PCC for purposes of 550 and 551 is a closer call. 100-28, Ex. 16 to Ex. ), J. PCC Decides Not to Pursue a Deal with NPT. No. ), CGP. Attorneys at mctlaw believe you deserve the amount originally and contractually promised when you purchased an equity membership. 100-28, Ex. . Trade & Fin. Concert Golf Partners is a boutique operator of private golf and country clubs headquartered in Lake Mary, FL. Concert Golf offers a personalized and curated approach to partnership and operates 25 private golf and country clubs nationally, including former developer-owned clubs and longtime member-owned clubs. Under the agreement, PCC (the Assignor) agreed to assign NPT (the Assignee), NPT initiated this action against Defendants on October 1, 2019. No. No. (Our proposal guarantees you all of the money that is currently at risk in the existing Center [sic] Golf offer.). 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. A (We have to assume no real estate transaction might ever be possible, due to the environmental remediation vagaries and cost; the extensive infrastructure costs for the Philmont Ave. intersection project; and the Town approval uncertainties.).) No. (Doc. . at 70-71. A [Meyer]: Uhm, I don't recall, but it was a significant time frame after we completed the sale.).) (Doc. Pa. 2008), to show when there is a duty to speak under Pennsylvania law. 14 to Ex. No. Nanula estimated that the member vote will be 90%+ in favor. (Id.) As Jonathan mentioned, we very much intend to put a proposal in front of you, that at the least, we hope will open the stage for further discussion); Doc. No. (See Doc. 149-1 at 60.) The due diligence period was set to run from July 23, 2015 through October 21, 2015. At first, PCC agreed to sell the Property to Toll Brothers, but Toll Brothers terminated that agreement in July 2014. As such, the Court finds that 551(2)(b) did not impose a duty to disclose on the Concert Defendants. b. (As you are aware, we are unable to terminate the AOS with the Seller, without your written consent. at 83 (On December 12, 2016, Nanula met with members of Philmont at the Club and made a power point presentation relating to CGP's proposal to acquire the Club.).) Deadline for The Class to appeal to the 2nd District Court of Appeals. 5 to Ex. (See Doc. A (showing that CGP stated that, upon closing of a real estate transaction on the 60-acre Property, it would commit to fund $5 million in a second phase capital projects). 149-1 at 75; Doc. Meyer testified that he told Nanula he understood Nanula's rationale. Rumsey Land Company (Rumsey) owned a property, and when Rumsey filed for bankruptcy, Resource Land Holdings, LLC (RLH) offered to purchase the property. I don't know the answer to that question.).) 100-6, Ex. (Id. PCC never obtained a current appraisal for the Property or the entire club. ), Silverman testified that his opinion of the agreement would have changed and he would have changed his vote if he had known that Concert told Ridgewood to stay down. (See Doc. We need active, independent management expertise and an immediate infusion of operating and capital support.). Nos. No. (Doc. No. ), A few hours later, Nanula sent a follow up email, stating that CGP continue[d] to be intrigued here, with the caveat that we still have to get comfortable with the Club in the event that no real estate proceeds are ever realized (enviro, Town, intersection, buyers). (See Doc. (July 19, 2022 Hr'g Tr. ), Nanula had previously spoken to Glenn Meyer about a potential deal in 2014. Company Type For Profit. (ahf) (Entered: 12/31/2018), DocketSummons Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC. W, 54:10-22).) 100-5, Ex. . was basic to the transaction. (See Doc. No. . if, but only if, he is under a duty to the other to exercise reasonable care to disclose the matter in question. Restatement (Second) of Torts 551; see also Gnagey Gas & Oil Co., Inc. v. Pa. In a later email, he also attached a much more likely-and more detailed-list of our initial capital projects at Philmont CC, which were [n]ot to be shared with [opposing counsel] or Seller. (Id. No. And PCC did not push back or drive a harder bargain to get CGP to expend more money on capital improvements following the sale of the developed Property-things that could have increased its own profit as well. I would have in my personal capacity recommended as long as, again, the financial arrangements were as stipulated in that original memo that we looked at, you know, that was what I was most concerned about and I think the members of the club were the most concerned about. (emphasis added)).) A; see also Doc. No. . 16 to Ex. A (agreement between NPT and PCC, stating that the land to be sold is comprised of approximately 61.60 gross acres); id., Ex. 100-5, Ex. 100-8, Ex. A). ), Cicero agreed that the return Ridgewood would receive under the proposal seems awfully high instead of just some set fee that is relatively nominal. (Id.) No. (See Doc. ' Toledo Mack Sales & Serv., Inc. v. Mack Trucks, Inc., 530 F.3d 204, 229 (3d Cir. NPT counters that New Jersey law applies, citing to a choice of law provision in the Confidentiality Agreement. . 100-5, Ex. Warner Bros. In a November 1, 2021 ruling, Judge Andrea McHugh, a Florida circuit court judge, granted class-action status to the suit by former members against the club and Concert Plantation, LLC. (Id. See, e.g., Plexicoat Am., LLC v. PPG Architectural Finishes, Inc., 9 F.Supp.3d 484, 487-88 (E.D. 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. 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 other words, refund plans for resigned members are moving forward even with the sale of the country club. Litig., 90 F.3d 696, 714 (3d Cir. B at 51:7-12 (Q: Are there other individuals affiliated with Metropolitan Development Group that provided an advisory role to North Penn Towns, LP? X, 45:23-47:2, 65:20-66:21; Ex. (See Doc. The Class provides the Court with its arguments explaining that there are fact issues that need to go to a jury to decide. Really like that we are planning on utilizing 1 clubhouse and not 2. (emphasis added)).) Now it is just a matter of executing. (Id.) Plantation refund lawsuit expands to 54 plaintiffs Earle Kimel earle.kimel@heraldtribune.com 0:00 1:33 SARASOTA COUNTY A lawsuit against (Doc. 5 to Ex. Philmont Club's facilities also included a tennis court, swimming pool, and clubhouse. (Doc. The lawsuit alleged Lansing officers used excessive force and discriminated against DeShaya Reed, who is Black, because of her race. (We would like for everything to be pro rata. ), On November 30, Meyer emailed Nanula the contact information for NVR and NPT/Metropolitan as a potential developer Nanula could work with for developing the property. If you would like the costs split 50/50, we would request a 50/50 profit split as well[.]).) Last Funding Type Private Equity. 100-28, Ex. Nanula said that Meyer understood and would be going back to the Board. 1:21-CV-00455 | 2021-05-21, U.S. District Courts | Civil Right | Meyer advised that the transaction is subject to approval by a majority of the eligible voting members of the Club and that there would be a membership meeting to discuss the transaction. A (executed copy of a September 29, 2016 confidentiality agreement between Ridgewood and PCC).) It appears that this was the basis for the Bucci court's test-not the Restatement directly. 149-1 at 90. 2 to Ex. Ins. (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).). A. 53 at 53 (Because CGP and Nanula were not parties to the PSA, the integration clause does not apply to them and NPT's fraud claims against them survive the motion to dismiss.)), courts have stated that an individual can be a party to a transaction for purposes of 550 and 551 liability even if they were not a party to the contract itself. Why is this public record being published online? 9 to Ex. ), CGP is involved in the golf club industry. 100-15, Ex. For many members, the refund amount was 80% of the equity membership fee in effect on the effective date of resignation. 116 at 26.) 149-1 at 30-31.) 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). 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? A.) . 100-29, Ex. 2020-03-13, U.S. District Courts | Civil Right | ), Following Plotnick and Meyer's October 10 phone call, Nanula had a 42-minute conversation with Plotnick. Therefore, I am respectfully requesting for you to determine which course of action you like us to proceed [sic][.]).) No. 100-5, Ex. . 100-29, Ex. v. PNC Fin. 100-5, Ex. Last, it provided that at closing, PCC would grant NPT a credit against the purchase price in the amount of $375,000; however, if NPT's costs to construct and install the clubhouse were less than $1.6 million, the purchase price credit would be decreased by one-third. ), On November 21, Plotnick emailed Nanula his thoughts on some deal points as well as a few tweaks to [the] deal structure. (Doc. Accordingly, we affirm the District Court's denial of the motion for summary judgment as to the breach of contract claim. (cleaned up)); Stevenson v. Env't Servs., Inc. v. Diversified Royalty Corp., Civil No. However, at the end of his email, Nanula wondered, why do we need Ridgewood at all? No. The new amount is a fraction of the refund resigned members are entitled to at the time of resignation. 100-10, Ex. (Id. 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. . 100-5, Ex. ), In a February 16, 2017 email from Nanula to Moran, Nanula described the waterfall/CGP's agreement with Ridgewood as follows: (1) Repay $1m entitle[ment] costs to each, 60-40; (2) Next $7m to CGP for land.' 124-1 at 9. ), Age Discrimination in Employment Act (ADEA) - 29 USC 621-634 A.) 647, 654 (E.D. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). 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). 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. Presently before the Court are Defendants' motions for summary judgment. He is under a duty to speak test, 714 ( 3d Cir a choice of law in... Adea ) - 29 USC 621-634 a. ). ). ). ). )..! At first, PCC agreed to sell the Property to Toll Brothers terminated that agreement July... Not to Pursue a Deal with NPT in July 2014 DeShaya Reed, who is Black, because her! 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