Touch of Italy wants suit to go forward

Answers motion to dismiss Chancery Court case
Touch of Italy has asked the Delaware Chancery Court to allow its suit against former partners Frank and Louie Bascio to move forward. The Bascios have asked for the suit to be dismissed. BY FILE
October 9, 2013

Touch of Italy has requested the Court of Chancery allow its suit against former partners Frank and Louie Bascio to move forward.

In June, the Bascios, through attorney David Hutt, moved to have Touch of Italy’s suit dismissed.

In his opposition to the Bascios motion to dismiss, Touch of Italy attorney Larry Fifer said the Bascios have failed to plead sufficient facts to have the case dismissed. Fifer has asked the court to ignore three documents provided by the Bascios: the 2009 limited liability agreement founding Touch of Italy as a legal entity and two letters from Louie Bascio regarding his departure from the company.

Fifer’s argues the documents were not a part of Touch of Italy’s original suit. He said the documents have not been authenticated, and Touch of Italy has not had the opportunity to investigate them during the discovery process, which has been on hold as the court considers the motion to dismiss.

“Ambiguous, unauthenticated documents that have a disputed meaning and effect on the controversy should not be considered by the court,” Fifer wrote.

Touch of Italy was founded in 2009 through an initial partnership of Frank, Louie and Diane Bascio and businessman Robert Ciprietti, who provided $100,000 in seed money, with the Bascios providing labor and goodwill. Eventually, Frank and Diane Bascio were bought out; a new partner, Joseph Curzi, was brought in. In 2011, the company was owned in equal shares by Louie Bascio, Ciprietti and Curzi.

The liability agreement says Ciprietti was entitled to be repaid his initial $100,000 investment either after five years from Oct. 3, 2009, or, if the company was sold or dissolved, he would receive the first $100,000 of the proceeds.

In October 2012, Louie Bascio gave notice that he wanted to leave the company. On Dec. 15, Touch of Italy alleges, Louie said he was leaving that day. In March, the Bascios opened their own business, Frank and Louie’s Italian Specialties at 48 Baltimore Ave., just down the street from Touch of Italy.

The Bascio brothers, through Hutt’s motion to dismiss, have stated Touch of Italy’s suit is an attempt to put a competitor out of business through litigation. Touch of Italy says Louie Bascio breached his contractual duties to the company by going into direct competition with Touch of Italy.

Touch of Italy is seeking an injunction for Frank and Louie’s to cease operations and a minimum $100,000 judgment. A reply brief from the Bascios is due to the court by Wednesday, Oct. 30.


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