Touch of Italy faces ownership squabble

Two partners file Chancery Court suit
April 20, 2018

Touch of Italy, one the region’s popular and fast-growing restaurant groups, is facing a lawsuit in Chancery Court as its owners seek to resolve an ownership squabble that could force the company to dissolve.

Touch of Italy’s downtown Lewes, Rehoboth and Five Points locations are collectively owned by Bob Ciprietti, Joe Curzi, Michael Berardinelli and Delmarva Tennis Packages LLC. Ciprietti and Curzi have the two largest stakes in the downtown Lewes and Rehoboth locations. While at the bakery at Five Points, Ciprietti, Curzi and Berardinelli each own about a third, while Delmarva Tennis, whose sole owner is listed as Laurence Pack, owns 8 percent.

According to Berardinelli’s complaint, the company operating agreement states, in part, that if any one of the members quits, the company will be dissolved. Under the agreement, the suit states, any member can leave the company, and a procedure is in place for the other partners to buy that member out.

Berardinelli alleges that in early 2017, Curzi and Ciprietti began trying to reorganize the two entities that own the downtown Lewes and Rehoboth stores into a new entity, Touch of Italy Investment Group. Berardinelli says this was an effort to position the company for sale as a franchise opportunity. Berardinelli claims he and Delmarva did not support the reorganization, because the merger would negatively affect their interests.

According to court documents, in May 2017, Ciprietti sent his partners a letter scheduling a vote on the merger. Berardinelli and Delmarva told Ciprietti and Curzi that they were planning to withdraw from the partnership, which Berardinelli says should have triggered all the Touch of Italy entities to dissolve, in accordance with the operating agreement.

The former partners tried to work out their disagreements; according to the suit, Delmarva suggested using a business broker to guide the sale process. When the parties were unable to reach an agreement, Berardinelli took the matter to court, asking to dissolve the company and appoint a receiver so he and Delmarva would get fair market value for their share of the business through liquidation.

For their part, Ciprietti and Curzi have asked the court to dismiss the suit for failure to state a claim. They say a restructuring officer, Stanley Mastil, had already been appointed prior to legal action being filed; the officer is empowered to direct the companies in this case.

Attorneys for Ciprietti and Curzi deny most allegations in the complaint and say their clients have responded to Berardinelli and Delmarva’s withdrawal from the company. They also deny they failed to provide financial information as requested. Ciprietti and Curzi are asking for the complaint to be dismissed with prejudice.