concert golf partners lawsuit

A (executed copy of a September 29, 2016 confidentiality agreement between Ridgewood and PCC).) Even viewing the evidence in the light most favorable to Plaintiff, the Court cannot find evidence from which a reasonable juror could infer that knowledge of CGP and Ridgewood's relationship would have changed PCC's course of action or the result (i.e., no reasonable juror could find that disclosure of their relationship would have led to a bidding war and, therefore, increased profits on PCC's behalf). 8:19-CV-02344 | 2019-09-20, U.S. District Courts | Other | Concert Golf acquired 36-hole, 295-acre Philmont, which was founded as an all-Jewish club in 1906, in February 2017 in a deal that involved the payoff of the clubs debt and other commitments and bought White Manor CC under a similar arrangement at the end of 2016, the Inquirer reported. No. 11 to Ex. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, Not interested).). PCC was in a distressed financial situation and decided to sell a portion of its property (the Property) for residential development. 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. Metropolitan and NPT were at times referred to interchangeably in the record. K.), NPT cites an unsigned Third Amendment to the LPA, which was circulated on September 26, to support its assertion that NPT and NVR eventually did come to an understanding. (See Doc. (Doc. (Doc. Pa. 2004) (finding no duty to speak to the public at large). Oral Arguments before the 2nd District Court of Appeals regarding the appeal by PGCC and Concert Plantation on Class Certification. Grp., Inc., 667 F.Supp.2d 443, 450 (M.D. This is a fact basic to the transaction.) with id., illustration 4 (A sells to B a dwelling house, knowing that B is acting in the mistaken belief that a highway is planned that will pass near the land and enhance its value. However, the Court permitted the fraud claim against CGP and Nanula to proceed to the extent it was based on the representation that they would spend $5 million in capital improvements. No. At the conference, Plotnick expressed interest to Brown about a potential transaction between PCC and Ridgewood. And there is insufficient evidence in the record from which a reasonable juror could find that Ridgewood and CGP's relationship-and their subsequent profits-were basic to the transaction. but in reality he was planning to actually spend less than $5 million, would you have still voted to sell the club to Concert Golf? (See 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. 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. WebImpact Investing. (Id.) at 67-69.) 59 at 27-32.). Court issues its ruling saying that The Class did not present enough evidence to prove that PGCC breached its contract with the members of The Class. 116-16) pertaining to capital improvements and appears entirely unrelated to trying to hide or deceive PCC as to CGP and Ridgewood's relationship); Doc. Section 550 imposes liability when one party to a transaction . No. (See Doc. Concert Golf Partners bought Blue Hill CC in 2015, after the club was struggling with about $5 million Call Us Now or Fill Out a Form Below. at 36:2-11.). 100-28, Ex. Viewing all the facts in the light most favorable to Plaintiff and drawing all inferences in its favor, the Court finds that a reasonable juror could conclude that the Concert Defendants' actively concealed their relationship with Ridgewood from PCC. 100-2 at 23-24; Doc. A.) Benjamin Christian practices in the Firms appellate law group. (Id.) 1 at 177-85.) 125-5, Ex. In addition, when Gnagey provided a site characterization report and remedial action plan to the Fund, it failed to describe or depict the eight abandoned tanks, rendering the report inaccurate under the Pennsylvania Department of Environmental Protection's regulations. 2015) (Under Pennsylvania law, if a party is able to prove breach of contract but can show no damages flowing from the breach, the party is entitled to recover nominal damages. The Class files its response opposing any continuation or delay, Hearing before Magistrate Bailey regarding numerous requests for documents, Deposition of Class Representative A. Anderson. NPT continued, In an effort to amend the LPA, you had a telephone conversation with Marty Stallone wherein you advised Marty that the two sides were far apart and we should provide notice of our intent to terminate the AOS with the Seller. (Id.) No. 100-5, Ex. . (See Doc. Plotnick also emailed Meyer in 2015 and 2016. . T at 6; see also id. 117 at 16-17. . As noted above, there is a difference between passive concealment, which involves mere nondisclosure or silence, and active concealment. Id. ), On November 21, Plotnick emailed Nanula his thoughts on some deal points as well as a few tweaks to [the] deal structure. (Doc. O.) A; Doc. 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. 7 at 426:12-15.) The illustrations to the comment make clear that a fact can be important and still not go to the essence of the transaction-and therefore would not constitute a basic fact giving rise to a duty to disclose. Nanula stated, My ops team was there on Friday, and we see a path to making this work at least marginally, even if the real estate deal falls apart after much effort. (Id.) Company Type For Profit. (Doc. ), filed by JAMES STEVENS. (Doc. 53 at 58).) A (The purchase price for the Property shall be Twelve Million, Two Hundred Thousand and no/100 Dollars ($12,200,000) assuming a yield of one hundred sixty-two (162) single family market rate semi-attached residential townhome fee simple footprint lots.).) The non-moving party must show more than the mere existence of a scintilla of evidence in support of its position. Ct. 2013) ([S]ection 551 imposes liability for nondisclosure of information when the defendant has a specific duty to disclose, which arises only in certain, enumerated circumstances.). 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. This purchase matches the dollar amount that is subject to contingencies in the proposal on the table from Center [sic] Golf. On December 6, Stallone, on behalf of NPT, sent Marina Katz, a PCC member, an offer to purchase the Property for $5 million. (Id. 116-19, Ex. 16 to Ex. But see id. See Williams v. Hilton Grp. ), About two years prior, in late 2014, Plotnick emailed Meyer to see whether PCC was interested in discussing a potential transaction with Ridgewood. The lawsuit said Sylvia Coleman was unfairly fired from her job as a detention officer in 2018, just days after she was offered the position. Those cases arose in different contexts. In so arguing, NPT misconstrues the Court's prior ruling at the motion to dismiss stage. (Id. the club still may have moved forward given the situation it was in. (Id. at 25, 27.) No. 116 at 29 (citing Ex. No. If you do not agree with these terms, then do not use our website and/or services. As you also are aware, you have the option under Paragraph 3(b) of the Collateral Assignment Agreement for [NPT] to assign the AOS to NVR, Inc. The case status is Not Classified By Court. at 113. a. 100-33, Ex. No. No. . Also, on September 27, Meyer met with Plotnick and Grebow, the President and CEO of Ridgewood, at Philmont Club to discuss Ridgewood's interest in the Property. 100-2 at 25.) 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. 116-2 at 202 (In discussing the component of the Defendants' agreement that yields a $7 million allocation for the Property, Mr. Nanula wrote to his associates: Next $7m to CGP for land. . No. 149-1 at 15; Doc. No. The due diligence period was set to run from July 23, 2015 through October 21, 2015. A.) If zoning approvals were obtained from the Township, the Property could yield more units. Instead, driven by its distressed financial position, it chose to take the only deal on the table other than NPT's. See In re Westinghouse Sec. Accordingly, the Court grants summary judgment to the Concert Defendants on Count I. Corp., Civil Action No. Nice guy . No. No. Critically, these allegations involve duties that were outlined in the PSA. 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. A; Doc. ), 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. 100-34, Ex. 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).) 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. Table from Center [ sic ] Golf ( executed copy of a scintilla of in! Distressed financial position, it chose to take the only deal on the table from Center [ sic ].. Existence of a September 29, 2016 confidentiality agreement between Ridgewood and PCC ). ) )! The situation it was in a distressed financial position, it chose take. Evidence in support of its Property ( the Property could yield more units decided to sell a portion its. 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