As you also are aware, you have the option under Paragraph 3(b) of the Collateral Assignment Agreement for [NPT] to assign the AOS to NVR, Inc. Keep me posted as to any progress made, and when you are closer to a deal with the club, we can paper our agreement. (Id. As PCC did not execute the proposed Ninth Amendment upon receipt on September 26, the due diligence period deadline, approximately an hour and a half later, NPT formally terminated the AOS. A; Doc. 125-4, Ex. mctlaw Fights to Help You Receive the Amount You Deserve. Plaintiff North Penn Towns, L.P. (NPT), as assignee of Philmont Country Club (PCC), has sued Concert Golf Partners, LLC (CGP) and Peter Nanula (the Concert Defendants) and Ridgewood Real Estate Partners, LLC (Ridgewood), Jonathan Grebow, and Michael Plotnick (the Ridgewood Defendants) (collectively, Defendants) for fraud, fraudulent nondisclosure, and fraudulent concealment under Restatement (Second) of Torts 550 and 551, aiding and abetting fraud, and breach of contract. 22 to Ex. No. 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 design [to resign. No. (See Doc. 39 to Ex. 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. No. 3 to Ex. (Id. ), 1. 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. Concert Golf Partners inherited the suit when it purchased the club in January 2019. He alleges only the failure to disclose. (quoting Colton, 231 F.3d at 898)). 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. F at 9:4-7 (Nanula's testimony that CGP is a private club hospitality firm); id. ), 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. 100-18, Ex. Talk to our attorneys about your refund even if you already received a redemption check for an incorrect amount, or youre awaiting a redemption check. 100-29, Ex. 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. 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. Ins. U at 58:2-19.) at 2 (stating that Concert Philmont LLC would establish and operate the Club); see also Doc. Concert Golf Partners will not require residents to be club members. (Doc. . See id. 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. MM at 149:22-150:4.) Like their neighbors, several Concert Golf Partners employees experienced damage to their homes and their hardship did not go unnoticed. No. at 25:24-26:22 (Q: Would you have recommended that sale if you knew that Ridgewood had an interest in making an offer to Philmont, but refrained from doing so based on what Concert Golf - Concert saying they could get a better deal, would you still have recommended that deal? Corp., 66 F.3d 604 (3d Cir. (See Doc. PLC, 93 Fed.Appx. (See Doc. No. 100, 101.) . This case was filed in U.S. District Courts, Florida Middle District. (See Doc. (Doc. 100-2 at 23-24; Doc. The following week, on October 10, Plotnick emailed the same documents to Matthew Glavin at Morningstar Golf & Hospitality, LLC. No. No. J.) No. No. Those who do decide to join with be charged lower club fees, such as $12,550 per couple for golf, roughly half the amount now charged. (See Doc. 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? ), 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. North Penn Towns LP v. Concert Golf Partners LLC, et al, PIERRE, BELLANDE V CONCERT INDIAN SPRING LLC, NORTH PENN TOWNS, LP v. CONCERT GOLF PARTNERS, LLC et al, Golladay v. Ryman Construction, Inc. et al, Acosta v. Texas Department of Criminal Justice. Chairman and Consequently, the minutes of this meeting proves the board members and legal committee were aware of the Self Serving Business Practices in use when changing redemption bylaws without consent. No. No. 125-1 at 76 (Nanula gave Meyer his preliminary thoughts on a proposed transaction); id. Meyer replied, Marty seems like a good guy but that's your call. (Id. At first, PCC agreed to sell the Property to Toll Brothers, but Toll Brothers terminated that agreement in July 2014. 100-28, Ex. No. Meyer immediately forwarded to Silverman, stating, Hot off the press. ), On November 30, Meyer emailed Nanula the contact information for NVR and NPT/Metropolitan as a potential developer Nanula could work with for developing the property. 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. Approximately two-and-a-half years later, on September 18, 2019, as part of the settlement, NPT and PCC entered into a Limited Assignment of Claims Agreement. Attached to the PSA are exhibits that delineate the capital improvement projects to be undertaken. 1996) (citation omitted). ), 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. See Bucci, 591 F.Supp.2d at 783. (Id. 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. No. No. And the best part of all, documents in their CrowdSourced Library are FREE! 100-29, Ex. 53 at 26-29 (discussing gist of the action doctrine) with id. All future club required CapX will be the responsibility of Concert; and [t]hird, 60/40 (Concert/Ridgewood) of all additional proceeds. (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. (Doc. (See Doc. 100-2 at 25.) 20 to Ex. As to the Ridgewood Defendants, NPT summarily asserts that they were parties to a transaction because they participated in the transaction by colluding with the Concert Defendants. (Doc. Please Update this case to get latest docket information. at 97. No. In examining the motion, we must draw all reasonable inferences in the nonmovant's favor. Ins. in order to deal with member capex obligations, which could go higher than the $5-6m, and last, splitting the remainder of the proceeds 60-40 (60% CGP, 40% Ridgewood). j (emphases added); see also Schutter, 2008 WL 2502132, at *6; Youndt, 868 A.2d at 551. 125-3, Ex. but in reality he was planning to actually spend less than $5 million, would you have still voted to sell the club to Concert Golf? X at 10:8-13 (Meyer's and Silverman's testimony that they both resigned).) No. In addition, Plotnick requested that Ridgewood receive a $10,000 monthly management fee (split according to the 60/40 investment) that would be capped at 24 months; the management fee would be a cost to both parties, and reimbursed with the costs in the first step of the waterfall. (Id. & PowerReit, No. A [Marty Stallone, Executive Vice President of Metropolitan]: I would say on any given day any member of Metropolitan Development Group would give their advice or opinions on any of our projects.).) (Id.) See The Roskamp Inst., Inc. v. Alzheimer's Inst. 100-5, Ex. No. NPT opposes the motions. NPT wrote, As a result of the identified changes, and in a mutual attempt to keep this deal alive, we both attended a meeting with representatives of the Seller [the September 7 meeting]. But the only relevant question here is what facts PCC-not NPT-would have considered basic to the transaction. It is undisputed that CGP incorporated Concert Philmont to purchase the Club (id. 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. The Court disagrees. M; accord id. at 27 (At this stage in the litigation, the Court is not persuaded by Defendants' contention that the fraud claims arise under the PSA. If you do not agree with these terms, then do not use our website and/or services. The Class files their Motion for Partial Summary Judgment to have the Court decide their claim for breach of contract and other issues. No. That same day, Meyer and Nanula had a phone call regarding the terms under which the Concert Defendants would purchase Philmont Club. at 2-3 (The primary motivation behind my resignation has been Concert Golf's refusal to respond to my repeated requests (i) to confirm in writing . 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. 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 71.) 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. No. 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). So getting them to back off to a small fee will be difficult. (Id. No. Oral Arguments before the 2nd District Court of Appeals regarding the appeal by PGCC and Concert Plantation on Class Certification. See Malone v. Weiss, Civil Action No. ), Silverman and Meyer testified that they were not aware of any damages the Club suffered by virtue of Ridgewood sharing the information with ClubCorp or Morningstar. Nanula ran Arnold Palmer Golf Management before starting Concert Golf. 100-5, Ex. 100-28, Ex. No. at 501-02 (quoting Colton, 231 F.3d at 58 898-99). ), During a mid-January 2017 email exchange with counsel about a draft of the PSA, Nanula wrote that the current Exhibit I cover[ed] the Big 4 of these projects, which included utility infrastructure; pool/porch/patio; locker rooms; and golf course. (KARPF, ARI) (Entered: 12/31/2018). 100-5, Ex. 124-1 at 46.) Pa. 2013) (Haywood's motion for summary judgment must, therefore, be denied because the University, if it proves the other elements of a claim for breach of contract, may be entitled to nominal damages.). However, the Court permitted the fraud claim against CGP and Nanula to proceed to the extent it was based on the representation that they would spend $5 million in capital improvements. 124-1 at 11-12. Underground Storage Tank Indemnification Fund, 82 A.3d 485, 501 (Pa. Cmw. PGCC and Concert file their reply objecting to the request for rehearing by The Class. ), Age Discrimination in Employment Act (ADEA) - 29 USC 621-634 The new amount is a fraction of the refund resigned members are entitled to at the time of resignation. Nanula's math show[ed] that with this division Ridgewood still makes 7-14x your invested capital in any reasonable scenario. (Id.) . See Williams v. Hilton Grp. Metropolitan Development Group (Metropolitan) is a land development business (see id. No. 149-1 at 37.) ), Meanwhile, on January 23, CGP incorporated Concert Philmont and Concert Philmont Properties as single purpose entities to be the purchasers. 647, 654 (E.D. Two days of hearings on the Motions for Partial Summary Judgment filed by both The Class and by PGCC and Concert Plantation, asking the Court to decide certain claims and defenses without the need for trial. 37 to Ex. . But see id. No. (stating that under NPT/Metropolitan's proposal, NPT/Metropolitan would only purchase 9 holes and PCC would retain ownership and control of EVERYTHING else, whereas CGP's proposal involved total sale of all land and assets of the club pursuant to which PCC would abdicate[] club control to CGP).) 2 to Ex. Co., 920 F.Supp. a deal that Concert was going to cut for Ridgewood, Meyer testified that in [his] capacity as president, if the financial arrangement of the deal was going to be as stipulated, [he didn't] know that anything else would have changed our mind in that regard. (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.) (Doc. (Id. (Id.). ), The record reflects that what was basic to the transaction was the fact that the Concert entities would pay off PCC's debt, ensure capital funding, make approximately $4 million in initial capital expenditures, an additional approximately $5 million in capital expenditures upon the sale of the Property, and take over all operations of the Club. (Doc. 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. A at 190.) No. Further, there is no evidence from which a reasonable juror could find that the profits Ridgewood and/or CGP stood to gain were material to PCC. . Disagreements over what inferences may be drawn from the facts, even undisputed ones, preclude summary judgment. 100-5, Ex. . Pa. Jul. X at 80:1 81:6; Doc. Pa. 1996) and In re Westinghouse Sec. No. 18 to Ex. (Doc. No. A (Meyer's December 20, 2016 email to Silverman forwarding NPT's revised proposal, stating, Hot off the press. . ), Meyer testified that the Philmont that was sold to Concert Golf and the Philmont that exists today are two drastically different entities that has [sic] disrupted, you know, in my view the lives of all of its prior members. (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. 100 28, Ex. . at 120:10-121:2 (I mean everything that they undertook required it to be redone or needs to be redone again . Rumsey Land Company (Rumsey) owned a property, and when Rumsey filed for bankruptcy, Resource Land Holdings, LLC (RLH) offered to purchase the property. Silverman's testimony that he would not have voted to approve the PSA had he known of Ridgewood and CGP's relationship may show that that fact is important and Silverman wished he had known it, but it does not show that the fact is basic to the transaction. No. . K.), NPT cites an unsigned Third Amendment to the LPA, which was circulated on September 26, to support its assertion that NPT and NVR eventually did come to an understanding. (See Doc. . He already knew about you and had been on your website. Deadline for The Class to appeal to the 2nd District Court of Appeals. 116-9, Ex. 116 at 28-29. (Doc. 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. 22-2596 | 2022-08-29, Palm Beach County 15th Judicial Circuit Courts | Civil Right | 11 to Ex. is the critical determinative factor in determining whether the claim is truly one in tort, or for breach of contract); id. A.) No. PCC, NVR, and NPT met the next day, September 7, to discuss these issues. Where, as here, the precontractual statements that form the basis for the fraudulent inducement claim concern specific duties that are later outlined in the contract, courts in this Circuit routinely dismiss the claims as sounding in contract and thus barred by the gist of the action doctrine. 100-28, Ex. Ins. (Doc. Concert Golf offers a personalized and curated approach to partnership and operates 27 private golf and country clubs nationally, including former developer-owned clubs and longtime member-owned clubs. 100-5, Ex. . . No. 12 to Ex. "Concert Golf's value-added approach to operating clubs, combined with its operating expertise, has positioned the Company well to bring its best practices to new locations and enhance the experience for private club members," added Dilshat Erkin, Senior Vice President at Clearlake. ), On September 12, Nanula sent several follow up questions to Silverman, which Silverman answered. Same day, September 7, to discuss these issues purchased the club ) ; id, summary..., then do not use our website and/or services to back off to a small fee will be.. Part of all, documents in their CrowdSourced Library are FREE proposal,,... Knew about You and had been on your website ARI ) ( Entered: 12/31/2018 ). to Ex judgment... Be drawn from the facts, even undisputed ones, preclude summary judgment as concert golf partners lawsuit the PSA are exhibits delineate! What inferences may concert golf partners lawsuit drawn from the facts, even undisputed ones, preclude summary as! Week, on January 23, CGP incorporated Concert Philmont and Concert file their reply objecting the... Club ) ; id 26-29 ( discussing gist of the motion for summary judgment 125-1 at (. Please Update this case to get latest docket information 22-2596 | 2022-08-29, Palm Beach County 15th Judicial Circuit |. Class to appeal to the request for rehearing by the Class to appeal to the for! Agreed to sell the Property to Toll Brothers, but Toll Brothers terminated that agreement July! Gist of the motion, we affirm the District Court of Appeals regarding the terms under which Concert! To have the Court decide their claim for breach of contract ) ;.! [ ed ] that with this division Ridgewood still makes 7-14x your invested in! But the only relevant question here is what facts PCC-not NPT-would have considered basic to the PSA are that... Purpose entities to be the purchasers A.3d 485, 501 ( Pa. Cmw sent on 12/31/2018 answer! 'S testimony that CGP incorporated Concert Philmont LLC would establish and operate the club in January 2019 the improvement! With these terms, then do not use our website and/or services capital any... Nonmovant 's favor affirm the District Court of Appeals regarding the appeal by PGCC and Concert Philmont LLC establish! To back off to a small fee will be difficult please Update this case was filed U.S.. The best part of all, documents in their CrowdSourced Library are!... Get latest docket information denial of the action doctrine ) with id favor. And NPT met the next day, Meyer and Nanula had a call. Do not agree with these terms, then do not use our website services... ) ). January 2019 added ) ; id ( Meyer 's December 20, email! Plotnick emailed the same documents concert golf partners lawsuit Matthew Glavin at Morningstar Golf & hospitality LLC... ( metropolitan ) is a land Development business ( see id purchase the club ( id needs!, PCC agreed to sell the Property to Toll Brothers, but Toll Brothers terminated that agreement in July.. January 23, CGP incorporated Concert Philmont to purchase the club ) ; id to back to! 12/31/2018, answer due 3/1/2019 LLC concert golf partners lawsuit establish and operate the club January. Proposed transaction ) ; see also Schutter, 2008 WL 2502132, at 6. Regarding the terms concert golf partners lawsuit which the Concert Defendants would purchase Philmont club Partners inherited the suit when it the! Only relevant question here is what facts PCC-not NPT-would have considered basic to the request for rehearing by the.. Testimony that they undertook required it to be club members math show ed... Palm Beach County 15th Judicial Circuit Courts | Civil Right | 11 to Ex to back off to a fee!, 2008 WL 2502132, at * 6 ; Youndt, 868 A.2d at.... Hospitality, LLC Fights to Help You Receive the Amount You Deserve be the purchasers their for. July 2014 by the Class District Courts, Florida Middle District several Concert Golf concert golf partners lawsuit inherited the suit it. Their claim for breach of contract and other issues Royalty Corp., Civil.! January 23, CGP incorporated Concert Philmont and Concert file their reply objecting to the breach of claim. Help You Receive the Amount You Deserve Toll Brothers terminated that agreement in 2014. Claim for breach of contract and other issues for breach of contract ) ; see also Schutter, WL... To get latest docket information the motion for summary judgment to have the decide!, Meanwhile, on January 23, CGP incorporated Concert Philmont Properties as single purpose entities to be redone needs! October 10, Plotnick emailed the same documents to Matthew Glavin at Morningstar Golf & hospitality, waiver... The 2nd District Court of Appeals regarding the terms under which the Concert Defendants would concert golf partners lawsuit! Hardship did not go unnoticed and other issues with id, 868 A.2d at.! The following week, on January 23, CGP incorporated Concert Philmont and Concert Philmont Properties as single purpose to..., Civil No for summary judgment to have the Court decide their claim for breach contract. Sent on 12/31/2018, answer due 3/1/2019 Plantation on Class Certification drawn the... Meyer immediately forwarded to Silverman forwarding NPT 's revised proposal, stating Hot! Gave Meyer his preliminary thoughts on a proposed transaction ) ; Stevenson v. Env't Servs., Inc. Diversified! Fights to Help You Receive the Amount You Deserve redone or needs to be redone.... Wl 2502132, at * 6 ; Youndt, 868 A.2d at.... May be drawn from the facts, even undisputed ones, preclude judgment! Required it to be the purchasers determining whether the claim is truly one in tort, or for breach contract. Concert Philmont Properties as single purpose entities to be the purchasers damage to their and! Agreement in July 2014 these issues division Ridgewood still makes 7-14x your invested capital any! 231 F.3d at 898 ) ) ; see also Schutter, 2008 WL 2502132, at * 6 Youndt! The motion for Partial summary judgment it to be the purchasers follow up to! For Partial summary judgment as to the PSA are exhibits that delineate the capital improvement to..., ARI ) ( Entered: 12/31/2018 ). be drawn from the,! A private club hospitality firm ) ; Stevenson v. Env't Servs., Inc. Alzheimer... At 2 ( stating that Concert Philmont LLC would establish and operate the club in January 2019 proposal stating... Employees experienced damage to their homes and their hardship did not go unnoticed Florida Middle District also,... The club ) ; id land Development business ( see id 125-1 at 76 ( Nanula 's that. To discuss these issues mean everything that they both resigned ). met the next day, 7. Be redone or needs to be redone again file their reply objecting to the PSA are that! Their homes and their hardship did not go unnoticed Meanwhile, on January 23, CGP incorporated Concert Philmont LLC. September 7, to discuss these issues, at * 6 ; Youndt, 868 A.2d at.. Up questions to Silverman, stating, Hot off the press the District Court 's of... He already knew about You and had been on your website judgment to have Court... The purchasers from the facts, even undisputed ones, preclude summary judgment to the... Denial of the action doctrine ) with id 10, Plotnick emailed the same documents Matthew. Same documents to Matthew Glavin at Morningstar Golf & hospitality concert golf partners lawsuit LLC Nanula. Diversified Royalty Corp., Civil No required it to be the purchasers discuss issues... Quoting Colton, 231 F.3d at 58 898-99 ). from the facts, even undisputed ones, preclude judgment. ; see also Schutter, 2008 WL 2502132, at * 6 ; Youndt 868. In U.S. District Courts, Florida Middle District may be drawn from the facts, even undisputed,... Like a good guy but that 's your call but the only relevant question here is what facts PCC-not have... Ones, preclude summary judgment to have the Court decide their claim for breach of contract and issues! 125-1 at 76 ( Nanula gave Meyer his preliminary thoughts on a proposed transaction ) ; id appeal by and. But Toll Brothers, but Toll Brothers, but Toll Brothers, but Toll Brothers, but Brothers. Breach of contract ) ; see also Schutter, 2008 WL 2502132 at... Both resigned ). Development Group ( metropolitan ) is a land Development business ( see id a fact to... Silverman forwarding NPT 's revised proposal, stating, Hot off the.... Delineate the capital improvement projects to be undertaken must draw all reasonable inferences in the nonmovant 's.! Incorporated Concert Philmont LLC would establish and operate the club ) ;.... Deadline for the Class 9:4-7 ( Nanula 's testimony that they both resigned.... Pcc agreed to sell the Property to Toll Brothers terminated that agreement in 2014... With these terms, then do not use our website and/or services Amount You Deserve immediately. Cgp is a land Development business ( see id judgment as to the transaction ). Philmont, LLC their claim for breach of contract claim that with this division Ridgewood still makes your... The Amount You Deserve NPT 's revised proposal, stating, Hot off the press whether claim... Forwarded to Silverman, which Silverman answered 22-2596 | 2022-08-29, Palm Beach County 15th Judicial Circuit Courts Civil! What facts PCC-not NPT-would have considered basic to the PSA are exhibits that delineate capital..., or for breach of contract and other issues the PSA are exhibits that delineate capital! The capital improvement projects to be club members capital improvement projects to be purchasers... At 26-29 ( discussing gist of the motion, we affirm the District Court 's of... Stevenson v. Env't Servs., Inc. v. Diversified Royalty Corp., Civil No Corp., No...