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). The change of bylaws without consent from resigned members is a self-serving business practice by PGCC. No. (Doc. Last Funding Type Private Equity. 149-1 at 131. NPT must set forth more than a mere scintilla of evidence to survive summary judgment, and it has not. A: Potentially . 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? ), 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. A: It - it might have. ), The Property consisted of nine of eighteen holes of the South Course and spanned approximately 50 to 60 acres. 100-5, Ex. In other words, CGP would not be purchasing Philmont Club directly. A.) It also never contracted to perform services for Rumsey, and it was not part of an employment relationship with Rumsey. No. at 88) and that Concert Philmont was not incorporated until January 23, 2017 (id. ), 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. Now it is just a matter of executing. (Id.) X at 65:20-66:21. at 17)-i.e., after CGP and Nanula's initial November 1, 2016 proposal to acquire the Club and after Philmont's Executive Board voted to approve the PSA (id. 149-1 at 158; Doc. PCC did not suggest any capital improvements be made different from those described in the November 1 proposal. 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. Concert Golf Partners inherited the suit when it purchased the club in January 2019. 20 to Ex. Corp., 66 F.3d 604 (3d Cir. No. (Id. 116 at 28 (Rather, the Defendants were the only source of the information that they were working together behind [PCC's] back to acquire Philmont Club at a cut rate price. No. MM at 186:17-188:12 (Meyer testifying that on November 2, 2016, he told Nanula he believed that PCC would receive the full proceeds of the sale of the Property to go towards capital improvements (i.e., phase two of the capital improvements projects) instead of just $5 million, that he ultimately understood Nanula's rationale to limit PCC's recovery to $5 million of the proceeds of the sale of the Property given the risks and costs of the development process, and that he decided to move forward with the transaction anyway because PCC was in a position of financial weakness and didn't really have a whole lot of room to negotiate); Doc. 149-1 at 169. Judge removes the case from the June 2022 trial docket. ' Toledo Mack Sales & Serv., Inc. v. Mack Trucks, Inc., 530 F.3d 204, 229 (3d Cir. 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. 149-1 at 120, 123. j, illustration 3 (A sells to B a dwelling house, without disclosing to B the fact that the house is riddled with termites. No. (Compare Doc. A copy of the meeting notes is available by clicking on the document to the right. No. (See Doc. Grp., Inc., 667 F.Supp.2d 443, 450 (M.D. 59 at 27-32.). Silverman testified that, had Ridgewood reached out to. (Doc. That same day, Meyer and Nanula had a phone call regarding the terms under which the Concert Defendants would purchase Philmont Club. at 28. No. To the contrary, Russell complained that CGP did not abide by the terms of the PSA. 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. No. 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). 3:14-cv-02404, 2017 WL 4540613, at *8 (M.D. The proposed Seventh Amendment was not executed. Instead, driven by its distressed financial position, it chose to take the only deal on the table other than NPT's. Therefore, I am respectfully requesting for you to determine which course of action you like us to proceed [sic][.]).) 1996)).) at 91:2-8. 1. 11 (January 20, 2017 email from Grebow to Nanula, stating Meeting with the manager went well . (See Doc. 100-25, Ex. Ideal Dairy Farms, Inc. v. John Labatt, Ltd., 90 F.3d 737, 744 (3d Cir. No. A.) A (Given these benefits and the operational and management obstacles we continue to experience, the Board of Directors is pursuing a transaction with [CGP]); Id. at 118:3-9. . DD at 5.5(k). ), Silverman and Meyer testified that they were not aware of any damages the Club suffered by virtue of Ridgewood sharing the information with ClubCorp or Morningstar. Metal on Metal Hip Lawsuits & Settlements, Indian Law, Tribal Governance, Native Owned Businesses, Ruling granting class certification. The Class serves the report of its expert Chris Foux regarding how much The Class is owed. No. 100-29, Ex. No. And Plaintiff relies on Gaines to support its position that Ridgewood is a party to a transaction for purposes of 550. 1 at 226-41. 1.) 53 at 26-29 (discussing gist of the action doctrine) with id. ), The Phase II Capital Projects were subject to change arising from consultation with the new Club Advisory Board; New club member surveys; input and recommendations by [Concert Philmont's] operating consultants and experts; and Concert Philmont's refinement of the scope of such items after closing, at its discretion. The second situation occurs when the defendant successfully prevents the plaintiff from making an investigation that he would otherwise have made, and which, if made, would have disclosed the facts; or when the defendant frustrates the investigation. Id., cmt. The hearing and the trial will move ahead as scheduled. No. 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. at 34; accord Doc. However, it may take years before a resigned member actually gets their check. (Doc. 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. 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. a deal that Concert was going to cut for Ridgewood, Meyer testified that in [his] capacity as president, if the financial arrangement of the deal was going to be as stipulated, [he didn't] know that anything else would have changed our mind in that regard. (Doc. 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. No. 11.) [I]f you knew that Mr. Nanula was promising to spend $5 million to you, 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? at 59, Appendix A to the PSA. See generally id. No. 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? at 40:16-42:21 (Q: So given that, given your goal of maximizing return, if two potential bidders are - if they are talking with one another about their offers, would you agree that by doing that they are interfering with your goal to maximize the return for the members? (Id. . . No. Those eligible for the class action lawsuit include all individuals (or their guardians or estate representatives) who resigned their equity memberships before January 1, 2016, and have not received their full refund amount. 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. Applying New Jersey law, courts in this district have allowed breach of contract claims to proceed despite proof of actual damages. (quoting Nappe v. Anschelewitz, Barr, Ansell & Bonnello, 477 A.2d 1224 (N.J. 1984)); Norfolk S. Ry. at 28:8-21 (Q: If you found out, if you learned before the sale of the club to Concert Golf, if you found out Ridgewood was going to make an offer with an increased amount but did not do so because Concert instructed Ridgewood not to make an offer, had you out about that, would you still have recommended the sale of the club to Concert Golf? (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)). 100-33, Ex. The Court is not persuaded. He served 4 years of active duty service in the Army as a Judge Advocate with the rank of Captain. In arguing that CGP and Ridgewood's relationship was a fact basic to the transaction, NPT cites only to Meyer and Silverman's testimony. 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. (Doc. ), The next day, on September 26, NPT sent PCC a proposed Ninth Amendment to the AOS. Ct. 2016) (Indeed, the Restatement duties to disclose or provide complete information under Sections 529, 550, and 551 apply only in the context of a business transaction between the parties.). A. ), Defendants are correct that 550 and 551 impose liability only on one who is a party to a transaction. 100-5, Ex. Ruling favors golf club in lawsuit filed by former members Nanula also presented a counter-proposal on the real estate deal, which included first, splitting the entitlement costs 50-50, second, CGP tak[ing] the next $7m . Deposition of Corporate Representative for Concert Golf Partners, LLC, Deposition of Corporate Representative for Concert Plantation, LLC, Deposition of Corporate Representative for Concert Golf Partners Holdco, LLC, Deposition of Corporate Representative for Golf GP II, LLC, Deposition of Corporate Representative for PGCC. No. 944 F.3d 1259 (10th Cir. 13 (September 27, 2016 email from Plotnick to Meyer, stating, Thanks again for taking the time to speak with and tour Jonathan and I today. Case Summary. No. (Id.). Such is the case here. However, PCC agreed to keep the AOS alive with an Eighth Amendment, which provided for a limited 10-day extension of the due diligence period. Performance Rating Act - 5 USC 4303, (#3) WAIVER OF SERVICE Returned Executed by JAMES STEVENS. (Our proposal guarantees you all of the money that is currently at risk in the existing Center [sic] Golf offer.). Nanula responded, Yes, but this firm is in advanced talks with club president about buying this 35 acre parcel from the club . 116-14, Ex. Nanula told Meyer that he would be willing to commit to funding and completing a series of capital projects that the board wanted to get done that was on the order of $4 million. (Doc. 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[.]).) 100-5, Ex. No. PCC's property included two 18-hole golf courses (the North Course and the South Course), which spanned approximately 296 acres of land. by concealment or other action intentionally prevents the other from acquiring material information. Restatement (Second) of Torts 550. 100-5, Ex. (See Doc. No. (Id. (Doc. No. D at 27:21-29:16.) 149-1 at 47. No. No. In Duquesne Light Co., the Third Circuit specifically enumerated the five circumstances in which a duty to speak arises under 551 (which again does not include the only source of information to the other party prong). A.) NPT is correct-it is undisputed that Defendants did not disclose that they were working together. (Id. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). No. The Court dismissed the fraud claim asserted against Ridgewood, Plotnick, and Grebow and the fraud claim asserted against CGP and Nanula to the extent it was based on representations about the riskiness of developing the Property or retaining 27 holes of golf, finding that NPT failed to allege justifiable reliance. Meyer replied, Marty seems like a good guy but that's your call. (Id. 21 to Ex. that wouldn't have sat well with me, nor the members of the club.).) No. They have an outstanding team that truly care for their clientsI have been awarded a fair six figure settlement. See Bucci, 591 F.Supp.2d at 783. Rostholder v. Omnicare, Inc., 2012 WL 3399789, at *14 n.18 (D. Md. (Id. 100-28, Ex. ), After receiving Ridgewood's proposal, Nanula forwarded the email to Nick Cicero, a partner at Freestone Capital Management. No. . [I]f I knew that was his intention I would say I wouldn't - that wouldn't have sat well with me, nor the members of the club.).). Holdings, LLC, Civil Action No. Shortly after the AOS was executed, however, NPT learned that a 2014 zoning change meant the Property could only yield 105 units by-right. (Doc. 116 at 27 (citing Ex. No. 149-1 at 33.) at 99.) (Doc. July 18, 2014) (The New Jersey Supreme Court has held that proof of actual damages is not necessary to survive summary judgment on a breach of contract claim: the general rule is that whenever there is a breach of contract . at 57-59 (analyzing Defendants' argument that the fraud claim must be dismissed because it was based on promises to do something in the future).). Plantation Golf and Country Club is governed through bylaws established when the club first opened. at 1, 17, 88.) Plaintiff North Penn Towns, L.P. (NPT), as assignee of Philmont Country Club (PCC), has sued Concert Golf Partners, LLC (CGP) and Peter Nanula (the Nice guy . at 35.) 2020-03-13, U.S. District Courts | Other | We will want to nod' to some master plan elements so the members are excited about their North Course being updated a bit, but we want to spend the smallest dollars possible to get the maximum member impact. (Doc. No. (See Doc. 116-19, Ex. Their group is an all-cash investor in 116-12, Ex. at 26. But it did not. Nanula estimated that the member vote will be 90%+ in favor. (Id.) U.S. 242, 255 ( 1986 ). 2017 ( id consent from resigned members is a business... Terms of the club. ). the action doctrine ) with id bucci also cites to Light... Any capital improvements be made different from those described in the November 1 proposal, 90 F.3d 737 744... 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