. 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. at 29; see also Doc. 100-5, Ex. W, 54:10-22).) 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. No. Ct. 2002)). (Doc. at 2 (stating that Concert Philmont LLC would establish and operate the Club); see also Doc. No. that wouldn't have sat well with me, nor the members of the club.).) (Id. No. No. As Jonathan mentioned, we very much intend to put a proposal in front of you, that at the least, we hope will open the stage for further discussion. (Doc. This case was filed in U.S. District Courts, Florida Please Update this case to get latest docket information. 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). Founded Date 1986. 100-5, Ex. 53 at 58).) (See Doc. Concert Golf Partners is a boutique operator of private golf and country clubs headquartered in Lake Mary, FL. Concert Golf offers a personalized and curated approach to partnership and operates 25 private golf and country clubs nationally, including former developer-owned clubs and longtime member-owned clubs. CGP proposed to (1) pay off PCC's approximately $963,000 in debt, (2) assume or restructure capital leases and other obligations, (3) make approximately $4 million of initial capital improvements to Philmont Club within 12 to 14 months, (4) commit to fund ongoing capital reserve at three to four percent of revenues (approximately $1 million over five years), and (5) upon the sale of the Property in two to four years, make an additional approximately $5 million in capital improvements. A: It - it might have. No. (Id. . 149-1 at 112.) A.) No. 1491 at 53; Doc. No. at 35:19-36:9 (Q: [I]f you had known that Ridgewood and Concert, Concert Golf had cut a deal to work together, would it have changed your perspective on the offer that Concert Golf made? 101-1 at 11.) No. Plotnick also emailed Meyer in 2015 and 2016. A.) No. No. Nanula said that Meyer understood and would be going back to the Board. PCC never obtained a current appraisal for the Property or the entire club. A (We have to assume no real estate transaction might ever be possible, due to the environmental remediation vagaries and cost; the extensive infrastructure costs for the Philmont Ave. intersection project; and the Town approval uncertainties.).) We are a boutique owner-operator of upscale private golf & country clubs nationwide. Anderson, 477 U.S. at 255. DD at 5.5(k). (See Doc. 13), and the Court granted the motion in part and denied the motion in part (Doc. 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. 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. 100-43, Ex. According to Meyer, Brown Golf Management both own[ed] clubs and served[d] as a management company for clubs across the country, and PCC had roughly a two-year relationship with them. (Doc. . X at 65:20-66:21. ), At the suggestion of PCC, the Concert Defendants also had brief communications with developer, NPT/Metropolitan, around this same time frame. ), Under the AOS, the purchase price for the Property was based on a per unit yield; the AOS contemplated a minimum yield of 150 units. Like RLH, NPT contends Ridgewood initially showed interest in potentially purchasing a portion of the Property or the entire club from PCC in 2014, 2015, and then again in September 2016. 149-1 at 48; see also Doc. (emphasis added).) No. (Doc. Corp., 66 F.3d 604 (3d Cir. No. W at 113:4-9 (Q: When did you first learn that Ridgewood had become involved with Concert Golf? No. See LEM 2Q, LLC, 144 A.3d at 182 (Here, Guaranty was a party only to the escrow and thus had no duties toward LEM in the mezzanine loan transaction. (See Doc. ), In its response, NPT asserts that the Concert Defendants' argument that the gist of the action doctrine bars the fraud claim necessarily fails because the Court already found the gist of the action doctrine inapplicable. (See Doc. NPT must set forth more than a mere scintilla of evidence to survive summary judgment, and it has not. Presently before the Court are Defendants' motions for summary judgment. In sum, even when viewing the evidence in the light most favorable to Plaintiff, the Court cannot conclude that CGP and Ridgewood's relationship-and the fact that the pair would profit from that relationship-was a fact basic to the transaction. 3 to Ex. W 54:10-54:22 (Q: [I]f you knew that Mr. Nanula was promising to spend $5 million . is the critical determinative factor in determining whether the claim is truly one in tort, or for breach of contract); id. (See id. No. Where the record taken as a whole could not lead a rational trier of fact to find for the non-moving party, there is no genuine issue for trial. Philmont Club's facilities also included a tennis court, swimming pool, and clubhouse. (Id. 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. 149-1 at 58.) LLC v. Gordon Grp. No. . 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. ), On September 23, 2016, Plotnick emailed Meyer to discuss a potential relationship at Philmont. (Doc. 100-29, Ex. BB.) M.) The proposed Ninth Amendment had the same purchase price adjustment provisions as the proposed Seventh Amendment (which was not executed). . The Court is not persuaded. Co., 645 F.Supp.2d 354, 377-78 (E.D. Deposition of Class Representative P. McGowan, Deposition of former PGCC Club Manager J. Leinaweaver. Those cases arose in different contexts. (See Doc. In a later email, he also attached a much more likely-and more detailed-list of our initial capital projects at Philmont CC, which were [n]ot to be shared with [opposing counsel] or Seller. (Id. 125-4, Ex. ([W]e are offering [PCC] $5 million 100% guarantee for the 9-holes. Nanula's math show[ed] that with this division Ridgewood still makes 7-14x your invested capital in any reasonable scenario. (Id.) (Doc. v. PNC Fin. No. The evidence showed that Gnagey had discarded the abandoned tanks and the soil, and backfilled the excavated area without informing the Fund that it discovered the abandoned tanks; changed its invoicing procedure to the Fund after discovering the abandoned tanks; and issued three invoices to the Fund accompanied by photographs, narratives, and a chronology of daily work activities, all of which failed to document or disclose the abandoned tanks. Id. The Augusta 2:22-CV-00358 | 2022-01-27, U.S. District Courts | Civil Right | (July 19, 2022 Hr'g Tr. (Doc. No. Celotex, 477 U.S. at 323. (Id.) I think that shows we are for real and committed to getting this deal done.). O.) at 150:5-11. (Compare Id. (Doc. 116-10, Ex. No. 3:14-cv-02404, 2017 WL 4540613, at *8 (M.D. 22 to Ex. ), Ridgewood Philmont, LLC is a special-purpose entity created by Ridgewood for the sole purpose of entering into the DSA with Concert Philmont. Underground Storage Tank Indemnification Fund, 82 A.3d 485, 501 (Pa. Cmw. (Id. the capital investments being implemented with regard to the two required capital phases under our Agreement of Sale . As to fraud, the Court found that the fully integrated PSA did not prevent NPT, as assignee, from asserting fraud claims against CGP and Nanula, as CGP and Nanula were not parties to the PSA; the Court was unpersuaded by Defendants' argument that general agency principles dictated otherwise. 2.) . No. . F at 241:24-243:10; see also id. at 36.). In response, Nanula explained that PCC had two choices: (1) they could either get the full proceeds of the sale of the Property, if a sale ever even occurred, and bear all the risks and costs during the process or (2) allow CGP to rescue and fix the club now without taking any risk or bearing any cost at all. (Id.) We are in need of more than capital funding. A: Possibly. (emphases added)).) 100-2 at 25.) (Id.) After receiving the contact information, Nanula stated that it would be hard for [CGP] to work with [Stallone of NPT/Metropolitan] in light of Stallone's criminal history, but added that [r]egardless, [CGP would] find the right people to get this land transaction done. (Doc. . at 13:1-3; id. Even more, this change came with no consent from resigned members waiting for their redemption. But the only relevant question here is what facts PCC-not NPT-would have considered basic to the transaction. 100-28, Ex. . 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 . Second, the proposed Seventh Amendment provided that NPT would pay an additional $45,000 for each lot, if any, it was permitted to develop over 160 lots. Even drawing all inferences in Plaintiff's favor, PCC's conduct illustrates what was material to the transaction- PCC's need to obtain an operator for the club and capital funding given its distressed financial situation, not whether CGP would maximize its profit from the deal. AA.) No. (Id.). A: Again, I - I don't - that I can't answer. WebConcert Golf Partners is a boutique owner-operator of private clubs based in Newport Beach, Calif. Defendants file their response to The Class motion for a decision on its claims for breach of contract and other issues. (Id. Pa. Apr. Plantation refund lawsuit expands to 54 plaintiffs Earle Kimel earle.kimel@heraldtribune.com 0:00 1:33 SARASOTA COUNTY A lawsuit against 100-8, Ex. 100-29, Ex. No. (Id. . (Id. 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