of Am., Inc., Civil Action No. No. The Civil action was filed in the Superior Court on May 7, 2018. 21 to Ex. . D at 282:10-24; see also id. b. 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. WebAbout Concert Golf Partners. No. On March 1, 2017, Ridgewood Philmont and Concert Philmont Properties entered into a Development Services Agreement (DSA), pursuant to which Ridgewood would be responsible for obtaining development approvals for the Property. 149-1 at 60.) a fact that he knows may justifiably induce the other to act or refrain from acting in a business transaction . 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). at *3-4 (finding that the defendant-insurance adjuster was a party to the transaction for purposes of 551 despite the fact that the adjuster was not named in the insurance policy or any other contract). 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. 117 at 16-17. Plotnick also proposed that in exchange for overseeing all of the approvals for the redevelopment of the south course and paying half of the costs of obtaining development approvals with a budget of $1 million (i.e., Ridgewood and CGP would each pay approximately $500,000), Ridgewood would be repaid the actual approval costs expended and fifty percent of the remaining proceeds after CGP receives $5 million of the proceeds. (quoting Colton, 231 F.3d at 898-99); accord U.S. ex rel. A.) NPT has not cited a single case suggesting that an individual or entity can be held to have a duty to disclose and be responsible for clarifying a partial or ambiguous statement that it did not make. 100-5, Ex. At the conference, Plotnick expressed interest to Brown about a potential transaction between PCC and Ridgewood. See In re Westinghouse Sec. No. The Judges overseeing this case are Anthony E. Porcelli and James S. Moody. (providing that NPT would work to obtain a text amendment to the current Township Zoning ordinance to (i) rezone the portion of the Property containing the Additional Land to the RSD-2 zoning district; and (ii) permit age-restricted townhouses to be permitted within the RSD-2 zoning district).). (KARPF, ARI) (Entered: 01/14/2019), (#2) NOTICE of Appearance by DAVID KORSEN on behalf of JAMES STEVENS (KORSEN, DAVID) (Entered: 01/07/2019), DEMAND for Trial by Jury by JAMES STEVENS. ), The agreed-upon Initial Capital Projects consisted of: renovating the men's and women's locker rooms so that they met a modern country club standard; improving the North Course bunker, cart path, greens, and drainage and removing trees; renovating the pool and pool area; and upgrading the HVAC infrastructure. 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: It - it might have. No. . T.) NPT's revised proposal included a chart comparing NPT/Metropolitan's proposals side-by-side to CGP's proposal. Founded Date 1986. Nanula told Meyer no; about $5m is all we could afford to plow back, given that CGP is taking the risk in this scenario, not the club. (Id.) No. Ins. (Doc. No. The Augusta To get in contact, fill out the form below, or call 888.952.5242. O.) No. 1996) (citation omitted). No. 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. at 13:1-3; id. No. Plotnick added, In the meantime, we will continue to stand on the sidelines and let you do your thing. (See Doc. 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.). 173.) 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. No. Afterwards, Nanula requested additional information from Meyer, including documents on the real estate development, Toll / NVR deal terms, property survey, environmental reports and any information PCC had about the various capital projects it considered. A, #3 & #5.) (Doc. 1. 116 at 29 (citing Ex. But neither this assertion-nor the single citation to the record that follows-evidence active concealment of material information. Although the meeting went well and the Township want[ed] to get the deal done (see id. M.) The proposed Ninth Amendment had the same purchase price adjustment provisions as the proposed Seventh Amendment (which was not executed). (See id. No. 3:14-cv-02404, 2017 WL 4540613, at *8 (M.D. 20 to Ex. Click Here to read our Client Testimonials, 1015 15th Street NorthwestSuite 1125Washington, DC 20005, 1605 Main StreetSuite 710Sarasota, FL 34236, 1325 4th AvenueSuite 1730Seattle, WA 98101, Guillain-Barr Syndrome and Vaccine Injury. 35 to 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).) . 124-1 at 9. In addition, NPT argues that there is a duty to disclose because Defendants were the only source of the information. For these reasons, the Court finds that Ridgewood is not a party to a business transaction for purposes of 551 and grants summary judgment to Ridgewood on NPT's fraudulent nondisclosure claim against it. (Doc. Accordingly, the Court grants summary judgment to the Concert Defendants on Count I. 53 at 26-30; see also id. 100-5, Ex. A (December 20, 2016 email from Meyer to Silverman, forwarding NPT's revised proposal and stating, Hot off the press. 100-5, Ex. Anderson, 477 U.S. at 252. No. Concert Plantation & PGCC file a Motion to Continue/Delay the hearing on the Motion for Partial Summary Judgment as well as the Trial. (See Doc. . First, NPT has not pointed to any evidence showing that CGP and Ridgewood's partnership was a fact basic to the transaction. Gnagey Gas & Oil Co., Inc. v. Pennsylvania Underground Storage Tank Indemnification Fund illustrates the type of conduct that constitutes active concealment. (Id.) 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. No. No. at 35.) 1995) to support its duty to speak test. No. No. Recently paid refunds are NOWHERE NEAR the originally promised 80%. 149-1 at 48; see also Doc. (Doc. (Id. No. However, at the end of his email, Nanula wondered, why do we need Ridgewood at all? 100-5, Ex. At the time of the meeting, the country club listed over 500 pending resigned members awaiting redemptions. 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. . Aug. 14, 2012) ([C]ommon-law fraud includes acts taken to conceal, create a false impression, mislead, or otherwise deceive in order to prevent the other party from acquiring material information. ), M. The Limited Assignment Agreement Between PCC and NPT, On March 3, 2017, NPT initiated a lawsuit against CGP and PCC in the Montgomery County Pennsylvania Court of Common Pleas (Case No. Moreover, the fact that Ridgewood and CGP stood to make a significant profit working together is also not basic to the transaction. There is scant case law on what constitutes a party to a transaction under 550 and a business transaction between parties under 551. No. 59 at 27-32.). 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. No. No. And, the Court is even less persuaded by NPT's contention that Meyer's testimony that the Defendants' relationship was disconcerting shows that relationship went to the essence of the transaction. No. 59 at 26-27 (Count I).) Performance Rating Act - 5 USC 4303. (Id. (ahf) (Entered: 12/31/2018), Summons Issued as to CONCERT GOLF PARTNERS, CONCERT PHILMONT, LLC. No. ), On October 21, Plotnick emailed Nanula [his] initial thoughts to a structure of a deal between CGP and Ridgewood at PCC. He already knew about you and had been on your website. . ), 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. No. 3 to Ex. at 5357.) . 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. On November 30, 2016, after learning that CGP had an interest in acquiring Philmont Club, Marty Stallone, an Executive Vice President at Metropolitan, sent Nanula the AOS between NPT and PCC, along with the Eighth Amendment. Casetext, Inc. and Casetext are not a law firm and do not provide legal advice. . No. Fraudulent concealment is characterized by deceptive acts or contrivances intended to hide information, mislead, avoid suspicion, or prevent further inquiry into a material matter. Gnagey Gas & Oil Co., 82 A.3d at 501 (quoting Colton, 231 F.3d at 898-99); see also Id. at 654 (discussing materiality in the context of a breach of contract claim in an insurance case and an insurer's post-loss investigation). ), About a week later, on September 14, NPT provided NVR with formal notice of [its] intention to terminate the AOS. (See Doc. 16 at 4-5 (There is no regard for the agreement between Philmont and Concert golf [sic] and I will clearly go on the record of saying Concert stole Philmont and to date has yet to live up to any of the declarations in the agreement . Nos. However, the amounts of the refunds are not discussed in the article. The originally promised 80 % need Ridgewood at all NPT/Metropolitan 's proposals side-by-side to CGP 's.... 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