(Id. In the Amended Complaint, NPT, as assignee, brings a fraud claim against CGP and Nanula (Count I); a fraudulent concealment claim against all Defendants, brought pursuant to Restatement (Second) of Torts 550 (Count II); a fraudulent nondisclosure claim against all Defendants, brought pursuant to Restatement (Second) of Torts 551 (Count III); aiding and abetting fraud claims against Concert Defendants (Count IV) and Ridgewood Defendants (Count V); and a breach of contract claim against Ridgewood (Count VI). at 284:7-19; see also id. 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. This case was filed in U.S. District Courts, Florida Middle District. (quoting Colton, 231 F.3d at 898-99); accord U.S. ex rel. A: Well, you know, because we - we wanted to be out of the club business so, you know, if we received one offer where we were going to have an operator versus another offer that was just for real estate deal there may have been some concerns about, you know, continuing to having [sic] to operate the club.). The Concert Defendants argue that the fraud claim should be dismissed because it is barred by the statute of limitations, the gist of the action doctrine, and the economic loss doctrine, among other reasons. ), Defendants are correct that 550 and 551 impose liability only on one who is a party to a transaction. No. ), 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.' No. (See Doc. Id. 116-5, Ex. (Id. 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. 20 to Ex. . . 100-5, Ex. 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.) 116 at 27 (citing Ex. . U at 58:2-19.) 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. 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. Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. The Class is defined as: All individuals (or their guardians or representatives) who had an effective resigned equity membership before April 1, 2016, and who have not received their full refund amount., Written Order granting Class Certification issued. No. (Doc. See Malone v. Weiss, Civil Action No. ), After receiving Ridgewood's proposal, Nanula forwarded the email to Nick Cicero, a partner at Freestone Capital Management. You will see. 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. at 283:14-284:6 (explaining that at the meeting, they discussed an amendment to the AOS and it became clear to [him] through the actions of Mr. Tulio that NPT and NVR were not getting along very well and there was some indication both at that meeting and therefore that the relationship between those two entities was going to be terminated).) Concert Golf Partners is a boutique operator of private golf and country clubs headquartered in Lake Mary, FL. at 25:24-26:22 (Q: Would you have recommended that sale if you knew that Ridgewood had an interest in making an offer to Philmont, but refrained from doing so based on what Concert Golf - Concert saying they could get a better deal, would you still have recommended that deal? No. As NPT notes, Pennsylvania's model jury instructions provide that a fact is material if it. Mr. Christian was a legal advisor for the Special Operations Aviation Command and served as a legal assistance attorney for the XVIII Airborne Corps in Fort Bragg, NC, where he also served as the Chief of the Federal Litigation Division. 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.) Restatement (Second) Torts 551(1) (One who fails to disclose to another a fact that he knows may justifiably induce the other to act or refrain from acting in a business transaction is subject to the same liability to the other as though he had represented the nonexistence of the matter that he has failed to disclose, if, but only if, he is under a duty to the other to exercise reasonable care to disclose the matter in question.). Undoubtedly, the record shows that Nanula and CGP were heavily involved in the negotiations for the transaction. at 1, 17, 88.) a fact that he knows may justifiably induce the other to act or refrain from acting in a business transaction . at 89; see also Doc. ] (emphasis added)).) . . 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. 2014)); see also id. And the best part of all, documents in their CrowdSourced Library are FREE! 38 to Ex. 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. 35 to Ex. WebConcert Golf Partners is a boutique owner-operator of private clubs based in Newport Beach, Calif. (Doc. 101-1 at 17 (citing case applying Pennsylvania law).) See Leprino Foods Co. v. DCI, Inc., 727 Fed.Appx. No. No. Public Records Policy. (Doc. Accordingly, the Court denies Ridgewood's motion for summary judgment as to the breach of contract claim. Board members and staff made the decision to change the bylaws, knowing it would harm the resigned members. at 30. The Court reasoned: Here, RLH was not a party to a business transaction with Rumsey. (Id. 59 at 36.) Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). . 116-10, Ex. (See Doc. (Id. 116 at 25 (addressing only whether there was a business relationship between PCC and CGP/Nanula, as they were discussing a business transaction, not whether CGP and Nanula were parties to the business transaction).) . (Doc. Because we find that there is a genuine issue of material fact as to whether the Concert Defendants are parties to a business transaction under 551 or parties to a transaction under 550, the Court denies summary judgment on Counts II and II as to this argument. No. 125-3, Ex. To support its position, NPT also cites Silverman's statement that he would not have approved the sale knowing what he knows now: For these reasons, the Court grants summary judgment in favor of the Concert Defendants on NPT's 550 fraudulent concealment claim. A; see also Doc. ), On November 9, Nanula emailed Meyer and noted that in a meeting the following week, they should focus on [t]he capital project priorities that you really want to see happen at PCC and other elements of the Proposal. (Doc. at 117:14-16 (Well, obviously learning of some of these negotiations behind our back is a little -you know, unsettling.). Performance Rating Act - 5 USC 4303, (#3) WAIVER OF SERVICE Returned Executed by JAMES STEVENS. at 10), and it had a relationship with NPT. No. 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. 1.) The lawsuit alleged Lansing officers used excessive force and discriminated against DeShaya Reed, who is Black, because of her race. 100-5, Ex. 149-1 at 54; Doc. 2:11-cv-1588-TFM, 2014 WL 2808097, at *19-20 (W.D. 100-16, Ex. (Doc. No. 100-29, Ex. A ([T]he minimum Purchase Price will be no less than the product of $73,308.64 multiplied by 150 or Eleven Million, Two Hundred Ninety-Six Thousand, Two Hundred Ninety-Six and no/100 Dollars ($11,296,296) irrespective of Unit yield[.]).) No. For the foregoing reasons, the Court grants summary judgment to the Concert Defendants on Counts I (fraud), II ( 550), III ( 551), and IV (aiding and abetting) and grants summary judgment to the Ridgewood Defendants on Counts II ( 550), III ( 551), V (aiding and abetting). No. (Id. 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. W, 36:20-37:9, 54:10-54:22).) Contrary to NPT's assertion, this does not show that Ridgewood's and CGP's secret agreement . was basic to the transaction. (See Doc. Id. (Doc. (Id. No. T.) NPT's revised proposal included a chart comparing NPT/Metropolitan's proposals side-by-side to CGP's proposal. 22 to Ex. 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. No. 100-5, Ex. at 12:4-24 (Silverman's testimony that he never spoke with anyone from Ridgewood and that there were no in-depth discussions with Ridgewood and it really wasn't in the forefront because otherwise he would have known more about it and been more involved); id. 100-5, Ex. No. No. 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. Pennsylvania has adopted the Restatement (Second) of Torts 550, which imposes liability for intentional concealment of material information regardless of a duty to disclose.). Gnagey Gas & Oil Co., Inc. v. Pennsylvania Underground Storage Tank Indemnification Fund illustrates the type of conduct that constitutes active concealment. Case Details Parties. No. 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. 149-1 at 15; Doc. (Id. 100-5, Ex. D at 29:13-22. Here, NPT alleges that the Concert Defendants fraudulently induced PCC to enter into the PSA by falsely representing to PCC during negotiations that it would engage in certain capital improvement projects and that it would make $4 million in initial capital improvements upon acquiring PCC and another $5 million in capital improvements upon the sale of the Property. In re Rumsey Land Company, LLC is instructive as to whether the Ridgewood Defendants were parties to a business transaction under 551. 101-2 at 14). (Id. A.) Silverman testified that there was such minimal communication with Ridgewood and that he never spoke with anyone from Ridgewood. The Court disagrees. 100-5, Ex. The hearing and the trial will move ahead as scheduled. (Doc. 100-5, Ex. No. VENICE What began as one lawsuit seeking a refund of an equity membership in the Plantation Golf & Country Club will go to trial next year as a class action involving hundreds of plaintiffs. ), Silverman is a Certified Public Accountant and a business advisor. No. When I say they went to bat for methis Law Firm literally did just that. Not interested. (Doc. On December 6, Stallone, on behalf of NPT, sent Marina Katz, a PCC member, an offer to purchase the Property for $5 million. 5:23-CV-00368 | 2023-01-30, U.S. District Courts | Labor | As noted above, the Restatement does not provide that a duty to disclose arises where one party is the only source of information to the other party. Bucci also cites to Duquesne Light Co. v. Westinghouse Elec. United States District Court, E.D. Although there had been discussion of NPT exiting the transaction and NPT had sent NVR a notice of its intent to terminate the AOS earlier in September, see supra, it ultimately had not terminated the AOS at that point in time. 100-19, Ex. 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. Specifically, some members stated that they were displeased with how the Concert Defendants fulfilled (or failed to fulfill) the terms of the PSA. 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)).) 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.) Full title:NORTH PENN TOWNS, LP, directly and as assignee of Philmont Country Club, Court:United States District Court, E.D. Circuit Court Judge McHugh rules that the lawsuit can go forward while the appeal of the Class Action certification is pending. We promised members $5m of Phase 2 capex, which will be more like $4.5m. Although Williams did not have a contractual relationship with Ross, Williams cannot detach Ross from his status as an agent for Ladbrokes. , Williams can not detach Ross from his status as an agent for Ladbrokes and! Rating act - 5 USC 4303, ( # 3 ) WAIVER of SERVICE Returned Executed JAMES! Case applying Pennsylvania law ). ). ). ). ). ). ) )! Trial will move ahead as scheduled in U.S. District Courts, Florida Middle District v. Pennsylvania Underground Storage Tank Fund. 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