125-4, Ex. 116-19, Ex. A (September 28, 2016 email from Michael Tulio, then-Vice President of Land Acquisition at Metropolitan, stating, I'm willing to post a deposit of 750K to show our commitment and when the zoning portion is approved and the appeal period passes I will release to the club 375K, then after the Environmental release the balance making it fully non refundable and for the club to use as they see fit. No. ), H. PCC Sells Philmont Club to the Concert Defendants, On November 17, PCC's Board of Directors approved CGP's proposal. (See id. No. However, in Bucci, the court never analyzed the Restatement (Second) of Torts 551; rather, it mentions the Restatement only once, in passing, as part of a see also cite for when a duty to speak arises. No. 18 to Ex. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). Co. v. Pittsburgh & W.Va. R.R. . (Id. No. No. (Id. Stallone, who knew of CGP's proposal, responded by comparing NPT's offer of a guaranteed $5 million for the Property to CGP's proposal: [I]f the club accepts the offer on the table from Center [sic] Golf, it only gets $5 million for the same land and that $5 million is at risk with contingencies. (Id. 14 to Ex. ), Meyer testified that he did not believe that anyone from Ridgewood ever professed to him concerns about the condition of or risks associated with developing the Property, though he could not fully recall. (Doc. 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.) 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. Ct. 2013) ([S]ection 551 imposes liability for nondisclosure of information when the defendant has a specific duty to disclose, which arises only in certain, enumerated circumstances.). An ad blocker has A.) No. 6:21-CV-00134 | 2021-04-08. Id. . . 19 to Ex. No. at 28. Neither of these situations is present here. ), filed by JAMES STEVENS. W at 54:10-22 (Q: . See Restatement (Second) of Torts 550-51; see also Gnagey, 82 A.3d at 501 ([T]he Colton court explained how and why the doctrine of active concealment' constitutes fraud even if there is no independent legal duty to disclose information, while the concept of mere silence' requires the disclosure of information only if there is a positive statutory, regulatory, or legal duty mandating disclosure. (citing United States v. Colton, 231 F.3d 890 (4th Cir. (Doc. Meyer also stated, Please let me know if you need any additional information from us. (Id.) 116-14, Ex. 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. And the golf course has not really been improved, uhm, to the level that it needs. 100-8, Ex. And NPT has made quite clear that it is pursuing a fraudulent nondisclosure claim based on the Restatement (Second) of Torts 551. 100-5, Ex. 100-5, Ex. A (September 23, 2016 email from Plotnick to Meyer about wanting to discuss a potential relationship at Philmont); Doc. Second-and most importantly-the Court only determined that the fraud claim as alleged in the initial Complaint sounded in tort. A.) . Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986) (citation omitted). 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. We are in need of more than capital funding. the law ordinarily infers that damage ensued, and, in the absence of actual damages, the law vindicates that right by awarding nominal damages.' 149-1 at 131. Nanula responded, It looks like Marty was involved in a muni bond-rigging scandal in the late 1980s, and that it would be hard for [CGP] to work with him based purely on reputation concerns. (Id.) No. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, Was thrilled that there were going to be one owner who wanted to integrated homes into club. But see id. Concert Plantation and PGCC file a Motion to freeze the lawsuit until the Appeals Court rules on Class Action Certification. (Doc. No. Nanula forwarded the materials from Silverman to CGP's consultant, Thomas Moran, to prepare a pro forma analysis. Ct. 2005). W at 117:17-22; see also id. The Court is not persuaded that the Concert Defendants' behavior shocks the conscience or that the Concert Defendants trapped PCC into a deal, the substance of which it was unaware. 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. Although Williams did not have a contractual relationship with Ross, Williams cannot detach Ross from his status as an agent for Ladbrokes. . 149-1 at 30-31.) at 51; see also Doc. 37 to Ex. 124-1 at 11.) Under the proposed Seventh Amendment, the minimum purchase price would be revised to $12,049,382.40-i.e., $75,308.64 multiplied by 160. No. (Doc. On July 22, 2015, NPT and NVR entered into a Lot Purchase Agreement (LPA), which provided that NPT would sell the individual lots to NVR. Rostholder v. Omnicare, Inc., 2012 WL 3399789, at *14 n.18 (D. Md. 1 at 177-85.) Concert Plantation & PGCC file a Motion to Continue/Delay the hearing on the Motion for Partial Summary Judgment as well as the Trial. 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 612. ), 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. The Club at Renaissance, Concert Golfs most recent acquisition, is located within an exclusive South Florida community. Board members and staff made the decision to change the bylaws, knowing it would harm the resigned members. Nanula wrote, If so, great - we will move ahead on our club deal, and start working with you on the real estate deal. (Id.) A (December 20, 2016 email from Meyer to Silverman, forwarding NPT's revised proposal and stating, Hot off the press. 116-9, Ex. Between 500 and 700 resigned members may be part of this class action. 117 F.Supp.3d 673 (E.D. ), NPT also misstates the Court's prior Memorandum when it posits, The Court has similarly observed that the gist of the action doctrine does not bar fraud claims where the defendant never intended to keep its promise to do something in the future. (Doc. 100-35 at 56-57.) 117 at 16-17. Updated: Feb 28, 2023 / 05:11 PM EST. To change redemption bylaws, 100% of the resigned members waiting for refunds must agree to any changes. 149-1 at 12.) In examining the motion, we must draw all reasonable inferences in the nonmovant's favor. . Plantation Golf and Country Club is governed through bylaws established when the club first opened. No. No. 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. at 496-97, 503-04. The Class files additional arguments explaining why the Receipt and Releases were never valid. 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).) No. at 50-53.) Notice of Appeal as to Class Certification filed by Concert, Notice of Appeal as to Class Certification filed by PGCC. Accord id. No. We disagree. No. On September 19, Nanula requested any and all details on the pending NVR deal for the South Course acreage. (Id.) PCC's property included two 18-hole golf courses (the North Course and the South Course), which spanned approximately 296 acres of land. The Court finds that there is no genuine issue of material fact that the Concert Defendants did not have a duty to disclose its relationship with Ridgewood to PCC. In their motions for summary judgment, Defendants argue that the 550 and 551 claims should be dismissed because the Concert and Ridgewood Defendants were not parties to a transaction with PCC; Defendants did not owe PCC a duty to speak and therefore a fraudulent nondisclosure claim cannot lie under 551; and NPT has failed to produce evidence showing active concealment under 550. 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. NN at 262:10-21.) When the bankruptcy court did not approve the sale, Pueblo Bank & Trust Company, LLC (PBT) purchased the property at a bankruptcy auction and then transferred the land to RLH. No. PGCC and Concert file their reply objecting to the request for rehearing by The Class. As such, the Court finds that 551(2)(b) did not impose a duty to disclose on the Concert Defendants. at 117:14-16 (Well, obviously learning of some of these negotiations behind our back is a little -you know, unsettling.). See 66 F.3d at 611. 5 to Ex. No. ([W]e are offering [PCC] $5 million 100% guarantee for the 9-holes. ), Ridgewood. 149-1 at 71.) 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. 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. 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. L.) Meyer testified that around the time of the September 7 meeting and thereafter, he understood that NPT and NVR were not getting along very well and NPT or Metropolitan was thinking about terminating their relationship with NVR (Doc. A; see also Doc. 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. (Doc. 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