As noted above, the 551 claim against the Ridgewood Defendants cannot stand because they were not parties to a business transaction. Q: Can you explain your answer, Mr. Meyer? (Id. 100-35, Ex. ), 1. The Kabelins invested significantly more than $1,200 in the golf club. No. (See Doc. Gnagey Gas & Oil Co., Inc. v. Pennsylvania Underground Storage Tank Indemnification Fund illustrates the type of conduct that constitutes active concealment. No. at 244:8-23.) 28, 2022). No. A (executed copy of a September 29, 2016 confidentiality agreement between Ridgewood and PCC).) Under the DSA, Ridgewood Philmont is paid a management fee for providing development services. Financial terms of the transaction were not disclosed. 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. U at 62:16-63:19.) Chairman and Relator does not, however, allege any active concealment or suppression on the part of Omnicare. 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. B. As noted above, there is a difference between passive concealment, which involves mere nondisclosure or silence, and active concealment. Id. (Id. 100-28, Ex. Co., 106 A.3d 48, 68 (Pa. 2014) (explaining that the nature of the duty alleged to have been breached . U at 58:20-59:11. N.), D. CGP Expresses Interest in a Potential Transaction with PCC, Meanwhile, on August 30, 2016, Philmont Club member David Fields had a phone call with Nanula, the sole member of CGP. 2:23-CV-00344 | 2023-01-27. 14 to Ex. 116-19 (resignation emails); Doc. 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. . No. NN at 262:10-21.) Plotnick testified that he spoke with Meyer that same day and that Meyer told him PCC was under contract to sell the Property. Even viewing the evidence in the light most favorable to Plaintiff, the Court cannot find evidence from which a reasonable juror could infer that knowledge of CGP and Ridgewood's relationship would have changed PCC's course of action or the result (i.e., no reasonable juror could find that disclosure of their relationship would have led to a bidding war and, therefore, increased profits on PCC's behalf). This purchase matches the dollar amount that is subject to contingencies in the proposal on the table from Center [sic] Golf. 140-1 at 49. On December 6, Stallone, on behalf of NPT, sent Marina Katz, a PCC member, an offer to purchase the Property for $5 million. No. (Doc. ), Philmont independently of Concert . at 62:1-10 ([The Court]: Do you have a case that shows Concert and Ridgewood couldn't do what they did; in other words, two companies can't make plans to acquire a company together unbeknownst to the seller? This case was filed in U.S. District Courts, Florida Middle District. (Id. (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)). T.) NPT's revised proposal included a chart comparing NPT/Metropolitan's proposals side-by-side to CGP's proposal. The Class serves the report of its expert Chris Foux regarding how much The Class is owed. 16 to Ex. ), In May 2015, PCC agreed to sell the Property to NVR, Inc., a homebuilder. 100-5, Ex. Units and lots are referred to interchangeably. A.) In so arguing, NPT cites to this Court's August 12, 2021 Memorandum, in which the Court cited to Bucci v. Wachovia Bank, N.A., 591 F.Supp.2d 773 (E.D. In examining the motion, we must draw all reasonable inferences in the nonmovant's favor. No. 149-1 at 120, 123. No. The Court is not persuaded. 2022) (holding that the evidence produced by [the plaintiff] would allow a reasonable jury the option of concluding by clear and convincing evidence that Drexel misrepresented or concealed its own projections for student enrollment). Accordingly, we affirm the District Court's denial of the motion for summary judgment as to the breach of contract claim. (cleaned up)); Stevenson v. Env't Servs., Inc. v. Diversified Royalty Corp., Civil No. He told me to call him back in 6 months.).). 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. No. ), About two years prior, in late 2014, Plotnick emailed Meyer to see whether PCC was interested in discussing a potential transaction with Ridgewood. 116-10, Ex. 116 at 29.) at 26. PLC, 93 Fed.Appx. (Doc. 124-1 at 46.) (Doc. A grant of summary judgment on the sole basis of absence of provable damages, therefore, is generally improper. . Nanula wrote, If so, great - we will move ahead on our club deal, and start working with you on the real estate deal. (Id.) 100-24, Ex. Stallone testified that during a phone call with Nanula, he and Tulio believed that Nanula was fishing and ended the conversation. [I]f one offer were acceptable to us, uhm, irrespective of the fact that another offer may have been available, you know, the - the club still may have moved forward on that given the situation were in. Accordingly, the Court now turns to the Concert Defendants' remaining arguments on these Counts: first, we consider whether there was a duty to disclose, giving rise to a fraudulent nondisclosure claim under 551, and second, we consider whether there are sufficient facts to show that the Concert Defendants actively concealed their relationship with Ridgewood from Defendants and that their relationship was material to the transaction, giving rise to a fraudulent concealment claim under 550. Presently before the Court are Defendants' motions for summary judgment. (I assume that the first $5MM or some negotiated portion of that money committed as additional CapX spend will probably satisfy the members.). (Our proposal guarantees you all of the money that is currently at risk in the existing Center [sic] Golf offer.). (Doc. Scrape $2.5m here.').) ] (emphasis added)).) Ideal Dairy Farms, Inc. v. John Labatt, Ltd., 90 F.3d 737, 744 (3d Cir. (The Board unanimously believes that this is our best option towards securing Philmont's success in the years ahead. W at 111:3-9, 111:15-18.) A.) NPT conflates the Court's rulings on whether the fraud claim arose under the PSA (the context in which the Court discussed the gist of the action doctrine) and whether NPT can state a fraud claim when alleging fraud in connection with future promises. The Concert Defendants argue that the fraud claim should be dismissed because it is barred by the statute of limitations, the gist of the action doctrine, and the economic loss doctrine, among other reasons. However, even applying that rule in this context, the Court finds that here, the omitted information is so obviously unimportant that reasonable minds could not differ on its materiality. And the best part of all, documents in their CrowdSourced Library are FREE! The next day, September 20, Moran provided Nanula with a preliminary analysis of Philmont Club's finances, and Nanula replied, E. Ridgewood's Interest in a Potential Transaction, In September 2016, Plotnick, then-Vice President of Ridgewood, a developer, attended an industry conference in Texas, where he met PCC's golf management consultant, John Brown of Brown Golf Management. Throughout its response, Plaintiff emphasizes the distinction between fraudulent concealment under 550 and fraudulent nondisclosure under 551 and the fact that a duty to disclose is only required under 551-not 550. 20 to Ex. ), On February 1, PCC's membership voted to approve the PSA. (Id.) There, the court held that the defendant, Gnagey, actively concealed eight abandoned tanks from the plaintiff, the Fund, which provided coverage to storage tank owners. at 86). Id. No. Nanula responded, Yes, but this firm is in advanced talks with club president about buying this 35 acre parcel from the club . 14 to Ex. 100-8, Ex. 7 at 426:12-15.) In analyzing the applicability of the gist of the action doctrine and determining whether a cause of action sounds in contract or tort, courts should consider whether the claim arises from breaches of duties imposed by law as a matter of social policy or from breaches of duties imposed by contracts between particular individuals. (We would like for everything to be pro rata. 12 to Ex. Id. (See Doc. 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. Q: If you had known that Concert and Ridgewood were anticipating millions in extra profit from the deal, would you have thought differently about the deal that Concert was offering to Philmont Country Club? ), On September 16, NVR told Glenn Meyer, then-President of PCC, and PCC's counsel that NPT indicated to NVR its desire to exit the transaction and NVR will be stepping back into the shoes of the Purchaser. (Doc. In other words, refund plans for resigned members are moving forward even with the sale of the country club. No. at 89; see also Doc. Because a party to a transaction is broader than a party to a contract, the fact that CGP and Nanula were not parties to the PSA is not dispositive. (Doc. No. Fraudulent Concealment and Fraudulent Nondisclosure Claims, In Counts II and III, NPT, as PCC's assignee, asserts fraudulent concealment and fraudulent nondisclosure claims against all Defendants under Restatement (Second) of Torts 550 and 551, alleging that the Concert and Ridgewood Defendants failed to disclose that they were working together and actively concealed their relationship. U at 58:2-19.) 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 . So getting them to back off to a small fee will be difficult. (Id. 08-1386, 2018 WL 5033749, at *6 (D.N.J. Shortly after the visit, Plotnick emailed Meyer, stating, Thanks again for taking the time to speak with and tour Jonathan and I [sic] today. On September 6, 2016, NPT sent NVR a Notice of Material Change, stating that NPT could not satisfy the conditions of the AOS, including obtaining zoning approvals to the satisfy the unit yield anticipated by the LPA. Nanula explained that Meyer wanted to explore how we could give the club 100% of all our real estate proceeds in 2-4 years when a deal happens. (Id.) at 54 (Here, NPT argues that Defendants had a duty to speak because the omissions were basic to the transaction' (i.e., PCC would not have entered into the PSA had it known that the development approvals were forthcoming and/or that Ridgewood and CGP were working together) and that subsequently acquired knowledge rendered previous representations Defendants made to PCC false . ( D.N.J are FREE suppression on the sole basis of absence of provable damages, therefore is... 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