Pa. Jul. 100-28, Ex. No. No. The fact of the matter is that PCC was distressed and in need of capital; that CGP and Ridgewood took advantage of PCC's financial woes does not make the Defendants' actions unlawful. . Even more, this change came with no consent from resigned members waiting for their redemption. 100-8, Ex. ), Meyer testified that he did not have extensive conversations with Ridgewood but that he would be the most knowledgeable on the conversations that did occur. ), Meyer testified that the Concert Defendants had discretion as to do what they wished as to the four general areas of capital improvements discussed and that the Concert Defendants did everything that was discussed. (See Doc. Corp. USA, Inc. v. Am. 464, 476 (10th Cir. To the contrary, the record shows that PCC was aware that CGP, a golf operator, would want to partner with a developer to develop the Property, that PCC's then-President had passed along the information for a potential developer, and that under the terms of the PSA, the second phase of capital improvement projects would occur only after the sale of the developed Property. ), Fields forwarded Nanula's email to PCC's then-Treasurer, Sam Silverman. The Judge immediately ruled in favor of PGCC and Concert on all counts and determined that The Class has no claims to present to a jury. No. 5 (September 16, 2014 email in which Nanula wrote, Spoke to Glenn Meyer. 100-28, Ex. at 89; see also Doc. 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. A does not disclose to B the fact that no highway is actually planned. . 1.) Section 551 imposes liability when one . No. Thus a seller who knows that his cattle are infected with tick fever or contagious abortion is not free to unload them on the buyer and take his money, when he knows that the buyer is unaware of the fact, could not easily discover it, would not dream of entering into the bargain if he knew and is relying upon the seller's good faith and common honesty to disclose any such fact if it is true. (emphasis added)). (Id. 100-25, Ex. A (agreement between NPT and PCC, stating that the land to be sold is comprised of approximately 61.60 gross acres); id., Ex. The Court dismissed the aiding and abetting fraud claims. 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. 149-1 at 37; Doc. 13), and the Court granted the motion in part and denied the motion in part (Doc. No. ), On January 19, 2017, PCC's Executive Board voted to approve the Purchase and Sale Agreement (PSA). 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. A (September 23, 2016 email from Plotnick to Meyer about wanting to discuss a potential relationship at Philmont); Doc. In Counts IV and V, NPT, as assignee, brings twin aiding and abetting fraud claims against the Concert Defendants (Count IV) and the Ridgewood Defendants (Count V). ), Meyer testified that the Philmont that was sold to Concert Golf and the Philmont that exists today are two drastically different entities that has [sic] disrupted, you know, in my view the lives of all of its prior members. (Doc. Nanula responded, Yes, but this firm is in advanced talks with club president about buying this 35 acre parcel from the club . at 60-64.) Metropolitan and NPT were at times referred to interchangeably in the record. Id. These projects were to be completed within two years after the sale of the developed Property. (Doc. 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). "Concert Golf's value-added approach to operating clubs, combined with its operating expertise, has positioned the Company well to bring its best practices to new locations and enhance the experience for private club members," added Dilshat Erkin, Senior Vice President at Clearlake. Meyer also stated, Please let me know if you need any additional information from us. (Id.) ), Plotnick also suggested that $5 million from the sale of the Property be reinvested in Philmont Club as capital expenditures. (Doc. The Class files its Motion for Rehearing of Summary Judgment filed. We have an experienced commercial litigation team ready to help you. 124-1 at 9; Doc. See In re Rumsey Land Co., LLC, 944 F.3d at 1273 n.9 (Although contractual partners qualify as parties to a business transaction, a contractual relationship is not required under 551(2)(b).); Church Mut. 100-7, Ex. . No. . 173.) 100-17, Ex. No. 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. The plaintiff alleged that defendant Willis fraudulently induced him to enter into a contract (the Foxcode Far East LLC Agreement (the FFE Agreement)) and provide defendants Willis and Foxcode with $4 million by falsely representing that if he placed a $4 million investment with them, they would manage the money for his benefit, deliver a return on the investment, and guarantee that the $4 million principal would ultimately be returned in full once the investment was completed. Silverman's testimony that he would not have voted to approve the PSA had he known of Ridgewood and CGP's relationship may show that that fact is important and Silverman wished he had known it, but it does not show that the fact is basic to the transaction. No. Because the gist of the action doctrine analysis is dispositive and bars NPT from bringing its fraud claim against the Concert Defendants, the Court does not address the Concert Defendants' other arguments as to why summary judgment is warranted on the fraud claim. No. ([W]e are offering [PCC] $5 million 100% guarantee for the 9-holes. No. Warner Bros. 100-21, Ex. ), After receiving Ridgewood's proposal, Nanula forwarded the email to Nick Cicero, a partner at Freestone Capital Management. The Tenth Circuit affirmed summary judgment for RLH on the 551 claim, holding that RLH was not a party to a business transaction under 551. M, with Doc. 116-12, Ex. Gnagey Gas & Oil Co., Inc. v. Pennsylvania Underground Storage Tank Indemnification Fund illustrates the type of conduct that constitutes active concealment. 2019). Federal courts applying Pennsylvania law have agreed with the impropriety of summary judgment in such a situation. 100-5, Ex. (Doc. Relator does not, however, allege any active concealment or suppression on the part of Omnicare. Indem. Nos. 100-29, Ex. A subsidiary of Concert Golf Partners that controls the Plantation Pa. 2013) (Haywood's motion for summary judgment must, therefore, be denied because the University, if it proves the other elements of a claim for breach of contract, may be entitled to nominal damages.). (Id. 5:23-CV-00368 | 2023-01-30, U.S. District Courts | Labor | 149-1 at 124; Doc. 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.) 2017-04395). 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).) . 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. ), 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.) (Doc. In this same vein, a fraudulent inducement claim premised on an the allegation that a party to the contract never intended to abide by a provision in the contract is barred by the gist of the action doctrine. (Doc. No. Finally, one place to get all the court documents we need. 14 to Ex. CONCERT GOLF PARTNERS waiver sent on 12/31/2018, answer due 3/1/2019; CONCERT PHILMONT, LLC waiver sent on 12/31/2018, answer due 3/1/2019. No. I don't know the answer to that question.).) at 27.) a, the Court considers whether there is a genuine issue of material fact as to whether the Concert Defendants intentionally prevented PCC from acquiring material information. ), The following day, July 23, NPT and PCC entered into an agreement of sale (AOS), pursuant to which PCC agreed to sell the Property to NPT for $12 million, assuming a yield of 162 lots. (Doc. 100-35, Ex. A.) Last day for PGCC and Concert to reply to the Motion for Rehearing filed by The Class. The Country Club sold to Concert Golf Partners, a company that owns and operates 19 upscale private clubs. Along with the sale came a plan to recapitalize. the club still may have moved forward given the situation it was in. (Id. The due diligence period was extended until September 29, 2016 through a series of eight amendments to the AOS. at 2 (stating that Concert Philmont LLC would establish and operate the Club); see also Doc. When I say they went to bat for methis Law Firm literally did just that. No. (Doc. . No. A: . . No. . No. 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. ), The next day, on September 26, NPT sent PCC a proposed Ninth Amendment to the AOS. A. Corp., Civil Action No. Recently paid refunds are NOWHERE NEAR the originally promised 80%. It will be paid in installments as summarized below but 100% of the money is guaranteed with no contingencies on Township approvals or environmental issues. 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