Touch Of Italy's Future Uncertain as Court Case Continues - WBOC-TV 16, Delmarvas News Leader, FOX 21 -

Touch Of Italy's Future Uncertain as Court Case Continues

Posted: Apr 06, 2018 5:29 PM Updated:

LEWES, Del.- Touch of Italy's restaurants could soon belong to the highest bidder.

Two of the company's shareholders, Michael Berardinelli and Delmarva Tennis Packages LLC, have filed a complaint against the company, calling for their "fair value of their interests."

Court documents state that the dispute began over a proposed merger, which Berardinelli and Delmarva Tennis Packages were against. The company's operating agreements stated that there must be unanimous consent in order to move forward. Managing Member Bob Ciprietti tells WBOC he tried to compromise with the two, but were shut out.

"In good faith we did not push the merger through," he says. "In negotiations it just fell apart. In November we made a sizable offer to them which was our best and final offer and they just never responded."

On Friday, Ciprietti says the plaintiffs' motion to appoint a receiver to liquidate Touch of Italy's assets and divide the proceeds was denied. Ciprietti says that means his restaurants are headed towards a bid date.

"There are multiple bidders. Anyone is allowed to bid," he says. "I am going to bid to protect our restaurants and the rest of our shareholders and employees but I'm not going to interfere with the process."

WBOC reached out to the plaintiff's attorneys multiple times via email and phone call, but did not hear back. Court documents show that the plaintiffs are seeking their fair share. In the documents, the plaintiffs say Touch of Italy must "commence to wind up its affairs and distribute its assets."

Ciprietti says he should have been more careful when they crafted their operating agreement. 

"The thing that caused this is one person filed for dissolution and the other one said not to continue the business," he says. "We never should have had that in the operating agreement--to give anybody, a minority shareholder to do that--because they've trapped all the other shareholders."

Ciprietti now says the case is one of the reasons why their expansion to Milford has been delayed, though he plans on filing building permits soon. In the meantime, he says it's business as usual.

"I really credit our employees who have not let this affect them," he says. 

The plaintiffs' verified complaint with the defendants' responses can be read in the attached PDF. 

 

 

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