D at 29:13-22.) 100-5, Ex. (July 19, 2022 Hr'g Tr. The change of bylaws without consent from resigned members is a self-serving business practice by PGCC. Concert Golf Partners will not require residents to be club members. The Civil action was filed in the Superior Court on May 7, 2018. I would have in my personal capacity recommended as long as, again, the financial arrangements were as stipulated in that original memo that we looked at, you know, that was what I was most concerned about and I think the members of the club were the most concerned about. (emphasis added)).) Meyer also stated, Please let me know if you need any additional information from us. (Id.) W, 54:10-22).) NN at 262:10-21.) 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. 100-5, Ex. A subsidiary of Concert Golf Partners that controls the Plantation A subsidiary of Concert Golf Partners that controls the Plantation Golf and Country Club (PGCC) in Venice, FL faces a class-action lawsuit brought by former members who say they were denied millions of dollars in refunds. Equal Employment Opportunity Act (EEOA) - 42 USC 2000e See, e.g., Plexicoat Am., LLC v. PPG Architectural Finishes, Inc., 9 F.Supp.3d 484, 487-88 (E.D. 17-1694, 2018 WL 827433, at *5 (E.D. 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). 100-5, Ex. Performance Rating Act - 5 USC 4303, (#3) WAIVER OF SERVICE Returned Executed by JAMES STEVENS. No. No. Citing to comment l to 551, NPT argues that the Concert Defendants' behavior amounted to swindling. at 29:15-31:10.) ), Two days after the Club visit, on September 29, Ridgewood and PCC executed a confidentiality agreement to facilitate the sharing of information, pursuant to which Ridgewood agreed to not disclose or disseminate PCC's proprietary, non-public information. (Doc. then the claim is to be viewed as one for breach of contract. InterVest, Inc. v. Bloomberg, L.P., 340 F.3d 144, 159-60 (3d Cir. 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. No. CGP and Ridgewood's Initial Interactions in Fall 2016, In September 2016, Nanula met Plotnick at an industry conference. No. Last Funding Type Private Equity. Also, on September 27, Meyer met with Plotnick and Grebow, the President and CEO of Ridgewood, at Philmont Club to discuss Ridgewood's interest in the Property. 100-35, Ex. No. (Doc. They persevered to bring the hard-nosed Manufacturer to settle and provide me some recompense for everything I had to endure which led to this suit. No. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). 5354.) (Id. 149-1 at 14.) D at 29:13-22. 14 to Ex. ), Following Plotnick and Meyer's October 10 phone call, Nanula had a 42-minute conversation with Plotnick. Q: Can you explain your answer, Mr. Meyer? (So it seemed to me that this wasn't something that we might want to continue on down the road with.). 116 at 28-29. 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. No. NN at 267:21-268:1. ), 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. 116-9, Ex. See Williams v. Hilton Grp. 21 to Ex. No. at 60-64.) A.) D at 282:10-24; see also id. No. ), On December 20, NPT sent Meyer a revised proposal to buy the Property. (Doc. (Doc. (We would like for everything to be pro rata. 36 to Ex. 125-3, Ex. The Class files its Answer Brief to the brief filed by PGCC and Concert Plantation appealing Class Certification. DD at 8 (indicating that the purchase price included the unpaid principal balance and accrued and unpaid interest on PCC's Fox Chase Bank loan, which bore an original principal sum of $1.2 million); id. A.) . No. Units and lots are referred to interchangeably. No. (Doc. No. ; see also id. And PCC did not push back or drive a harder bargain to get CGP to expend more money on capital improvements following the sale of the developed Property-things that could have increased its own profit as well. 100-29, Ex. the capital investments being implemented with regard to the two required capital phases under our Agreement of Sale . Restatement (Second) of Torts 550 (stating that one party to a transaction is subject to liability if he conceals or intentionally prevents the other party from acquiring material information); Restatement (Second) of Torts 551 (explaining that one party to a business transaction is under a duty to exercise reasonable care to disclose to the other before the transaction is consummated in certain circumstances); accord LEM 2Q, LLC v. Guaranty Nat'l Title Co., 144 A.3d 174, 182 (Pa. Super. The Class files its response opposing any continuation or delay, Hearing before Magistrate Bailey regarding numerous requests for documents, Deposition of Class Representative A. Anderson. Plotnick also suggested that Nanula get feedback from Meyer and PCC's Board before putting their agreement in writing. CONCERT PHILMONT, LLC doing business as PHILMONT COUNTRY CLUB, 3331 Street Road, Two Greenwood Square, Suite 128, 3331 Street Road, Two Greenwood Square, S/128, Docket(#3) WAIVER OF SERVICE Returned Executed by JAMES STEVENS. Agreed Order is entered by the Court to simplify the discovery process. No. X at 65:20-66:21. 116-12, Ex. ), Meyer testified that the Concert Defendants had discretion as to do what they wished as to the four general areas of capital improvements discussed and that the Concert Defendants did everything that was discussed. (See Doc. At no point did Ridgewood formally offer to purchase the Property or any portion thereof. Viewing the facts in the light most favorable to NPT and drawing all inferences in NPT's favor, the Court infers from the fact that Plotnick and Meyer had several phone calls in October 2016 that there were ongoing discussions about Ridgewood's interest in purchasing a portion of the Property or the entire club. It is clear that NPT believes it has been wronged. (Doc. No. (Doc. ), That same day, Meyer sent a letter to PCC's membership, informing them of the terms of CGP's proposal. No. No. However what surprised us most was the high level of excellent customer service from the firms staff! To the contrary, Meyer testified that so long as one offer [was] acceptable to PCC, uhm, irrespective of the fact that another may have been available . The new amount is a fraction of the refund resigned members are entitled to at the time of resignation. (The Board unanimously believes that this is our best option towards securing Philmont's success in the years ahead. Under the agreement, PCC (the Assignor) agreed to assign NPT (the Assignee), NPT initiated this action against Defendants on October 1, 2019. ), Silverman is a Certified Public Accountant and a business advisor. Nanula told Plotnick, however, that if a consensus was not reached, Meyer may come back to you, and ask for $7m instead of $5m. (Id.) On September 29, Plotnick and Nanula spoke on the phone. Meyer responded, Marty [Stallone] seems like a good guy but that's your call. (Id. 100-28, Ex. . No. 18 to Ex. at 113. ), filed by JAMES STEVENS. at 683; see also Plexicoat Am., LLC, 9 F.Supp.3d at 48889 (holding that the gist of the action doctrine barred two of the plaintiff's fraud in the inducement claims where the plaintiff alleged that the defendant represented it was ready, willing and able to comply with the terms and conditions set forth in the Agreement and that it would utilize its national sales and marketing team and programs to promote, market and advertise the sale of Plaintiff's products as because those statements were clearly enshrined in the Agreement, which provided that the defendants would use commercially reasonable effort' to promote and sell the Products and generate a minimum amount of sales); First United Bank & Tr., 667 F.Supp.2d at 451 (concluding that the gist of the action doctrine barred the fraudulent inducement claims where [i]t [was] clear that the[] representations and duties detailed in the Master Agreement concern[ed] the same facts and circumstances that [the plaintiff] now alleges were misrepresented in order to induce it to enter the Master Agreement and emphasizing that the subject representations made during negotiations foreshadowed contractual duties and subsequently ripened into contractual provisions such that the duties allegedly breached were grounded in the contract itself); CRS Auto Parts, Inc., 645 F.Supp.2d at 380 (finding that the gist of the action doctrine barred the plaintiff's fraud claim in part because [a]ny contractual statements by Turley concerned coverage duties that were later outlined in the written insurance policy). (Our proposal guarantees you all of the money that is currently at risk in the existing Center [sic] Golf offer.). Whether the Concert Defendants and/or Ridgewood Defendants Were Parties to a Transaction with PCC, The Concert and Ridgewood Defendants argue that summary judgment is mandated on the fraudulent concealment and fraudulent nondisclosure claims because 550 and 551 of the Restatement impose liability only on one who is a party to the transaction and CGP, Nanula, Ridgewood, Plotnick, and Grebow were not parties to the PSA. This includes affirmative suppression of the truth with the intent to deceive. Id. A.) NPT failed to cite a single case supporting its position that CGP and Ridgewood's relationship was basic to the transaction. W at 27:1-10, 35:18-36:11, 46:4-8. NPT also cites Meyer's testimony that certain information would not have sat well with [him], nor the members of the club. (Doc. But no reasonable juror could find from these facts that Ridgewood was a party to a business transaction. See Bucci, 591 F.Supp.2d at 783. Disagreements over what inferences may be drawn from the facts, even undisputed ones, preclude summary judgment. No. at 30:16-31:10 (stating that Meyer's 2018 and 2021 deposition testimonies were contradictory and that in 2021, Meyer was mistaken).) No. 100-5, Ex. Defendants file a Motion for Summary Judgment requesting that the Court decide the entire case based on the evidence without the need for trial. 2019). To the contrary, Russell complained that CGP did not abide by the terms of the PSA. Ross served as the principal negotiator for Ladbrokes.All of Ross's alleged misrepresentations concerned matters governed by the Letter of Intent between Ladbrokes and Williams.). (Id. (See id. ), Fields forwarded Nanula's email to PCC's then-Treasurer, Sam Silverman. 100-18, Ex. at 23. See Restatement (Second) of Torts 551, comment l (In general, the cases in which the rule stated in Clause (e) has been applied have been those in which the advantage taken of the plaintiff's ignorance is so shocking to the ethical sense of the community, and is so extreme and unfair, as to amount to a form of swindling, in which the plaintiff is led by appearances into a bargain that is a trap, of whose essence and substance he is unaware . Was thrilled that there were going to be one owner who wanted to integrated homes into club. Although RLH made an initial offer to purchase Rumsey's land and later placed an unsuccessful stalking horse bid on the property, RLH did not contract to buy anything from Rumsey. No. A (agreement between NPT and PCC, stating that the land to be sold is comprised of approximately 61.60 gross acres); id., Ex. ), H. PCC Sells Philmont Club to the Concert Defendants, On November 17, PCC's Board of Directors approved CGP's proposal. NPT informed NVR that unless they were able to come to some understanding concerning the additional costs that are involved as a result of this material change, NPT would be forced to provide notice of its intention to terminate the LPA. We are in need of more than capital funding. Amanda Ellen B. Clay(Designation Retained), Gabrielle Elizabeth Klepper(Designation Retained). Cases involving employment discrimination (gender, age, religion, etc. 2017-04395) (the "Original Action"), alleging that CGP tortiously interfered with its contract with PCC and Refund amounts are based on the current Bylaws when the members resignation occurs. (See Doc. I think that shows we are for real and committed to getting this deal done.). & Cas. (See Doc. On September 19, Nanula requested any and all details on the pending NVR deal for the South Course acreage. (Id.) 100-6, Ex. (Doc. 100-5, Ex. . NPT primarily sought these extensions to sort out the unit yield issue but also needed to resolve certain environmental issues prior to any development of the Property. A.) No. The Court found that the fraud, antitrust, and civil conspiracy claims NPT asserted as assignee did not arise out of the PSA and, therefore, were not barred by the Limited Assignment of Claims between NPT and PCC. 101-1 at 6 n.2, 17.) At the conclusion of the meeting the Seller agreed to a minimal reduction in the sales price and unfortunately, without an Amendment to the LPA, we are forced to provide you this notice. (Id.) 116 at 18 (citing Doc. Nanula decided it was time for Ridgewood and CGP to paper our deal on the real estate opportunity and asked Plotnick to send him his tweaks to CGP's counter-proposal. 53 at 26-29 (discussing gist of the action doctrine) with id. A.) (Doc. No. 100-8, Ex. The Tenth Circuit's logic in In re Rumsey Land Company, LLC applies with equal force as to Ridgewood. No. 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. (Id.) ), Age Discrimination in Employment Act (ADEA) - 29 USC 621-634 1 at 226-41. 22 to Ex. Nos. (Compare Doc. No. 53 at 27-29 (At this stage in the litigation, the Court is not persuaded by Defendants' contention that the fraud claims arise under the PSA. Absent a viable claim of fraud, the Foundation could not have aided and abetted any tort.). 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. A. . ), Philmont independently of Concert . 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. (July 19, 2022 Hr'g Tr. (Doc. (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)). X at 80:1 81:6; Doc. (Id.) 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. (Doc. No. a. . . Scrape $2.5m here.').) Federal courts applying Pennsylvania law have agreed with the impropriety of summary judgment in such a situation. Founded Date 1986. 100-5, Ex. The illustrations to the comment make clear that a fact can be important and still not go to the essence of the transaction-and therefore would not constitute a basic fact giving rise to a duty to disclose. Filing 1 COMPLAINT against CONCERT GOLF PARTNERS, LLC, CONCERT PHILMONT PROPERTIES, LLC, CONCERT PHILMONT, LLC, JONATHAN Silverman also wrote, The current GM has a list of potential capital projects with some detail but we will need to get a copy of that list from him and forward to you. (Id.) (Doc. . No. No. Presently before the Court are Defendants' motions for summary judgment. (Doc. . 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. 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. 116-16) pertaining to capital improvements and appears entirely unrelated to trying to hide or deceive PCC as to CGP and Ridgewood's relationship); Doc. at 27 (At this stage in the litigation, the Court is not persuaded by Defendants' contention that the fraud claims arise under the PSA. . (See Doc. Under Concert Golf, the club will be debt free and run by a professional golf club company, the Post reported. No. 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. at 65-67.) No. (See id. We need active, independent management expertise and an immediate infusion of operating and capital support.). No. 5 to Ex. No. Updated: Feb 28, 2023 / 05:11 PM EST. No. Public Records Policy. . He served 4 years of active duty service in the Army as a Judge Advocate with the rank of Captain. ), 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. 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. 100-26, Ex. Formed by Peter Nanula, the founder and CEO of Arnold Palmer Golf Management (1993 to 2000), Concert Golf has amassed a pool of patient, long-term equity capital to invest in and upgrade large-scale private clubs located in major metro areas. (Doc. at 99.) . No. (As you are aware, we are unable to terminate the AOS with the Seller, without your written consent. 22 to Ex. Nanula testified that during the early days he explained to Meyer that CGP would pay off [PCC's] debt, fund capital projects [PCC] needed, fund working capital needs, and to the extent the land could ever be sold on the South Course, [CGP] would reinvest proceeds from that land sale back into the club. (Doc. The Court concludes there is not. at 36:20-39. The AOS provided NPT with a 90-day due diligence period, during which time NPT had the right to terminate the AOS for any reason. If zoning approvals were obtained from the Township, the Property could yield more units. 53 at 53 (Under Pennsylvania law, a duty to speak exists only in limited circumstances,' such as (1) when there is a fiduciary, or confidential, relationship between the parties'; (2) where one party is the only source of information to the other party or the problems are not discoverable by other reasonable means; (3) when disclosure is necessary to prevent an ambiguous or partial statement from being misleading'; (4) where subsequently acquired knowledge makes a previous representation false'; or (5) where the undisclosed fact is basic to the transaction. . 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. 100-29, Ex. No. (Id. No. at 503. No. 20 to Ex. 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). No. . Nanula told Meyer that he would be willing to commit to funding and completing a series of capital projects that the board wanted to get done that was on the order of $4 million. (Doc. M; accord id. Although the meeting went well and the Township want[ed] to get the deal done (see id. As noted above, there is a difference between passive concealment, which involves mere nondisclosure or silence, and active concealment. Id. ), 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. at 42:2 7.) . 6.) 149-1 at 124; Doc. A [Meyer]: Uhm, I don't recall, but it was a significant time frame after we completed the sale.).) ), 1. at 34; accord Doc. at 1265. No. ), About two years prior, in late 2014, Plotnick emailed Meyer to see whether PCC was interested in discussing a potential transaction with Ridgewood. ), A few hours later, Nanula sent a follow up email, stating that CGP continue[d] to be intrigued here, with the caveat that we still have to get comfortable with the Club in the event that no real estate proceeds are ever realized (enviro, Town, intersection, buyers). Cancellation and Refund Policy, Privacy Policy, and A comment to 551(e) provides: In the Court's prior Memorandum, the Court ruled on whether Defendants owed PCC a duty to disclose and, in particular, whether Ridgewood and CGP's relationship was basic to the transaction. 124-1 at 29. No. 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. These projects were to be completed within two years after the sale of the developed Property. Last, the Concert Defendants argue that summary judgment should be entered on NPT's 550 fraudulent concealment claim because NPT has no evidence that CGP or Nanula intentionally concealed a material fact from [PCC]. (Doc. No. W at 68:1-2 & Doc. Ins. No. The Kabelins invested significantly more than $1,200 in the golf club. 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. 149-1 at 19, 60, 64; 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. . ), Meanwhile, on January 23, CGP incorporated Concert Philmont and Concert Philmont Properties as single purpose entities to be the purchasers. 100-28, Ex. A; Doc. No. However, according to Meyer, the improvements were not made in the manner PCC would have liked them to be made; he stated that everything they have done has been, you know, not first rate. (See Doc. ), Plotnick also suggested that $5 million from the sale of the Property be reinvested in Philmont Club as capital expenditures. (See Doc. WebRecapitalizing with a well-funded partner like Concert Golf Partners addresses the fundamental challenges many clubs are facing, even after more than a decade of There is no evidence that PCC seriously considered NPT's revised proposal, which outlined two different options. ), CGP. at 67-69.) (See, e.g., Doc. at 86). Oct. 16, 2018) ([T]he Court holds that Diversified's no damages' argument does not support granting summary judgment to Diversified as to Stevenson's breach of contract claim.); Fagal v. Marywood Univ., Civil Action No. . Those cases arose in different contexts. No. (See Doc. (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.).) 149-1 at 204. 100-5, Ex. Nonetheless, even finding that Concert Defendants actively concealed their relationship, there is no evidence that this relationship was material information that deceived PCC into entering into the PSA. To support its position, NPT also cites Silverman's statement that he would not have approved the sale knowing what he knows now: For these reasons, the Court grants summary judgment in favor of the Concert Defendants on NPT's 550 fraudulent concealment claim. ), On September 25, the day before the due diligence period was set to expire, Meyer emailed PCC's counsel, stating, After further thought, we have decided to let the agreement expire and evaluate our position rather than continue to negotiate with NVR. (Doc. F at 241:24-243:10; see also id. 9; Doc. 116-19, Ex. (explaining, by way of example, that a defendant is subject to liability if he reads a contract to the plaintiff and omits a portion of it or if he arranges stacks of aluminum sheets that he is selling [so] as to conceal defective sheets in the middle of the pile). 1996)).) 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 . at 83 (On December 12, 2016, Nanula met with members of Philmont at the Club and made a power point presentation relating to CGP's proposal to acquire the Club.).) No. (September 17, 2018 resignation email from Scott Landsberg, stating The primary motivation behind my resignation has been Concert Golf's refusal to respond to my repeated requests (i) to confirm in writing . 17-cv-00209-RM-NYW, 2015 WL 1517022, at *4 (D. Colo. Mar. X at 67:11-13; see also id. 149-1 at 33.) No. 28, 2022). Nos. (Doc. ), 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. Concert Plantation & PGCC file a Motion to Continue/Delay the hearing on the Motion for Partial Summary Judgment as well as the Trial. 149-1 at 48; see also Doc. 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.) 149-1 at 131. 149-1 at 12.) All of these ball drops' as Peter Nanula would refer to them, along with the disregard to the contract (60 Acres of Land vs 80, Modern Clubhouse Standards, Outings during off-peak times, and $5M of improvements [I'd be shocked if half of that was spent with the patchwork that has been done to date]) have brought me to my decision [to resign]. (emphasis added)); id. Will not require residents to be completed within two years after the sale of Motion!, ( # 3 ) WAIVER of service Returned Executed by JAMES STEVENS ; Doc for everything to be owner... Firms staff Meyer sent a letter to PCC 's Board before putting their in! 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Affirmative suppression of the refund resigned members are entitled to at the time of resignation to the! The two required capital phases under our Agreement of sale ( So it seemed me. The new amount is a fraction of the terms of CGP 's proposal formally offer to purchase the Property reinvested. Been wronged the Superior Court on May 7, 2018 be one owner who wanted to integrated homes into.. And active concealment answer, Mr. Meyer disagreements over what inferences May be drawn from the Township [! Of active duty service in the Superior Court on May 7, 2018 WL 827433, at 4... Are for real and committed to getting this deal done ( see id of operating and capital.! Let me know if you need any additional information from us at (... So it seemed to me that this is our best option towards securing 's... Integrated homes into club Designation Retained ). ). ). ). ) )... And committed to getting this deal done. ). ). ). ). ) ). 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Than capital funding 's denial of the developed Property with. )..! / 05:11 PM EST met Plotnick at an industry conference are Defendants ' motions summary. Not abide by the terms of the developed Property amounted to swindling Nanula spoke on the phone has wronged...