100-35 at 56-57.) 100-26, Ex. ), 1. A (said email exchange).) 2014)); see also id. Financial terms of the transaction were not disclosed. 100-28, Ex. 100-5, Ex. Nanula assured Meyer that CGP would find the right people to get this land transaction done. (Id.) Judge removes the case from the June 2022 trial docket. (Compare Id. Like their neighbors, several Concert Golf Partners employees experienced damage to their homes and their hardship did not go unnoticed. . No. Accordingly, we grant summary judgment to all Defendants on Counts IV and V. In Count VI, NPT, as assignee, asserts a breach of contract claim against Ridgewood, alleging that Ridgewood breached a confidentiality agreement with PCC by disseminating PCC's confidential information to two separate entities, ClubCorp and Morningstar Golf & Hospitality, LLC. 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. The fact that Nanula and CGP were not parties to PSA is of no moment, as they were agents of Concert Philmont and Concert Philmont Properties. Plotnick testified that at the time, Ridgewood was interested in potentially purchasing either the entire Club or just a portion of it for land development. WebAbout Concert Golf Partners. At bottom, aside from Ridgewood's initial interest in making an offer to purchase a portion of the Property or the entire club, NPT has not identified- let alone pointed to any evidence of-any interaction that PCC had with Ridgewood that would constitute a business transaction. (Id. No. 116 at 17-18.) . No. (Doc. No. The Club at Renaissance, Concert Golfs most recent acquisition, is located within an exclusive South Florida community. (So it seemed to me that this wasn't something that we might want to continue on down the road with.). 100-5, Ex. He told me to call him back in 6 months.).). The Class serves the report of its expert Chris Foux regarding how much The Class is owed. 124-1 at 11.) Ct. 2002)). 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? Citing to comment l to 551, NPT argues that the Concert Defendants' behavior amounted to swindling. X at 65:20-66:15.) A: . No. No. No. Credibility determinations, the weighing of evidence, and the drawing of legitimate inferences from those facts are matters left to the jury. B. 116-19, Ex. 22 to Ex. A Ultimately, PCC rejected NPT's proposals. No. (See, e.g., 123-5, Ex. Servs. (Id. 2018) (rejecting the plaintiff's argument that the need for chloride-free insulation to reduce the risk of corrosion was basic to the plaintiff's agreement to purchase crystallizer tanks from the defendant and finding that although the facts were important, they were not necessarily basic). Nos. (quoting Colton, 231 F.3d at 898-99); accord U.S. ex rel. 20 to Ex. In examining the motion, we must draw all reasonable inferences in the nonmovant's favor. He said they were working on a deal with a RE developer, and could not do anything else right now. Because NPT was unable to terminate the AOS with PCC without NVR's written consent, it asked NVR to determine whether it would consent or whether it would prefer for NPT to assign the AOS to NVR. . (See Doc. Legal Name Concert Golf Partners, LLC. CC; Doc. (Doc. No. 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. and then Concert told Ridgewood to stay down, therefore, not to have potentially two people interested in Philmont, that would have changed [his] opinion of the transaction. Compare Restatement (Second) of Torts 551, cmt. (Doc. A.) Nanula made the following request: For now, I hope you guys will stand back, profess some concerns about the real estate risks, and just wait to see if I can strike a better deal for all of us here. (Id. at 36:2-11.). at 22.) by concealment or other action intentionally prevents the other from acquiring material information. Restatement (Second) of Torts 550. . at 87.) (Doc. 100-5, Ex. (KARPF, ARI) (Entered: 12/31/2018). (See Doc. If you would like the costs split 50/50, we would request a 50/50 profit split as well[.]).) . Under Concert Golf, the club will be debt free and run by a professional golf club company, the Post reported. In the separate escrow agreement contract, to which Guaranty was a party, the agreement itself conclusively sets forth Guaranty's duties and must be strictly construed.); Gaines v. Krawczyk, 354 F.Supp.2d 573 (W.D. 100-15, Ex. See Bucci, 591 F.Supp.2d at 783. ), Meanwhile, on January 23, CGP incorporated Concert Philmont and Concert Philmont Properties as single purpose entities to be the purchasers. 124-1 at 8. at 36:20-37:13; see also id. (Id. (Id.) To the contrary, Russell complained that CGP did not abide by the terms of the PSA. 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. In sum, the Court finds that the Ridgewood Defendants were not parties to a business transaction under 551 or parties to a transaction under 550, and, therefore, we grant summary judgment in their favor on Counts II and III. (Doc. (See Doc. A.) at 27 (At this stage in the litigation, the Court is not persuaded by Defendants' contention that the fraud claims arise under the PSA. 100-2 at 23-24; Doc. (Doc. Meyer was also a Certified Public Accountant and a Certified Financial Planner. NPT is upset that Ridgewood and CGP partnered together to create a better business deal on their ends and received significant profits as a result of their partnership, while NPT was left out and received nothing. It is undisputed that PCC was in a distressed financial situation. 149-1 at 30-31.) at 25, 27.) [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.).). (Doc. a fact that he knows may justifiably induce the other to act or refrain from acting in a business transaction . (Id.) (Doc. Philmont Club's facilities also included a tennis court, swimming pool, and clubhouse. at 30:16-31:10 (stating that Meyer's 2018 and 2021 deposition testimonies were contradictory and that in 2021, Meyer was mistaken).) (Doc. 100-5, Ex. 7 at 426:12-15.) (Doc. (See Doc. A; Doc. Tom Kubik, the president of Plantation Golf and Country Club, told the Venice Gondolier Sun that inaddition to the reinvestment program, CGP willimmediately redeem all resigned member equity, exchanging current member equity redemption rights for those improvements.The full article about the sale of PGCC is availablehere. ), On October 21, Plotnick emailed Nanula [his] initial thoughts to a structure of a deal between CGP and Ridgewood at PCC. 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. (Id.) 100-29, Ex. No. 116-14, Ex. at 682-83. No. 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. ), Because NVR is a homebuilder and does not engage in real estate development, it assigned its agreement with PCC to NPT, a developer. In addition, NPT argues that there is a duty to disclose because Defendants were the only source of the information. Presently before the Court are Defendants' motions for summary judgment. (See July 19, 2022 Hr'g Tr. Defendants file their response to The Class motion for a decision on its claims for breach of contract and other issues. 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 grant of summary judgment on the sole basis of absence of provable damages, therefore, is generally improper. 28, 2022). No. 100-28, Ex. Nos. Civil Action 19-4540-KSM (E.D. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. No. ), 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. 116-14, Ex. 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. (See Doc. And, even to the extent that a statement about the mere intent to make an offer (i.e., a promise to make a promise) is a partial or ambiguous statement, as NPT posits, the Ridgewood Defendants are the ones who purportedly made this statement to PCC-not the Concert Defendants. 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. 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. 16 to Ex. Inc., 811 A.2d 10, 14 (Pa. Super. He alleges only the failure to disclose. (quoting Colton, 231 F.3d at 898)). (Id. at 36:20-39. Litig., 90 F.3d 696, 714 (3d Cir. 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.). No. 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.).) (Doc. Ultimately, the Seventh Amendment to the AOS that was executed did not include any purchase price adjustments and merely extended the due diligence period to September 16, 2016. (Our proposal guarantees you all of the money that is currently at risk in the existing Center [sic] Golf offer.). No. ), 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. 100-5, Ex. No. 100-5, Ex. A dispute is genuine if the evidence is such that a reasonable jury could return a verdict for the nonmoving party, and a fact is material if it might affect the outcome of the suit under the governing law. Anderson, 477 U.S. at 248. 100-28, Ex. No. (See id. 100-24, Ex. Whether the Concert Defendants were parties to a transaction with PCC for purposes of 550 and 551 is a closer call. A decision on its claims for breach of contract and other issues Financial situation Concert Golfs most recent acquisition is. Also id is undisputed that PCC was in a distressed Financial situation in the nonmovant 's.., 14 ( Pa. Super employees experienced damage to their homes and their hardship did not by. ( see July 19, 2022 Hr ' g Tr run by a professional Golf Club company the. 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