Touch of Italy ownership dispute continues following auction

Bob Ciprietti says he now owns Touch of Italy outright following an auction of the companies that controlled the Lewes, Five Points and Rehoboth Beach locations of the popular Cape Region restaurants.

“I own Touch of Italy. One hundred percent,” he said.

Two former partners disagree. They dispute the sale of the three stores, filing legal documents that call the auction a sham.

Ciprietti declined to provide terms of the sale, but said he was invited to an auction of the remaining shares of the company, and no one else showed up to bid.

Attorneys for former Touch of Italy partners Michael Berardinelli and Delmarva Tennis Packages LLC have asked Delaware Court of Chancery for an evidentiary hearing and expedited legal proceedings to examine the sale of the three stores, which Ciprietti said was handled by a third party. 

Berardinelli alleges that in early 2017, Ciprietti and then-partner Joe Curzi began trying to reorganize the two entities that own the downtown Lewes and Rehoboth stores into a new entity, Touch of Italy Investment Group, in an effort to position the company for sale as a franchise opportunity. Berardinelli and Delmarva say they did not support reorganization and decided to withdraw. 

Ciprietti said his proposed merger would have strengthened the company for everyone. “Everybody’s position would have gotten better as time wore on, or gotten worse, but it all would have been equal,” he said.

When the parties were unable to reach an agreement on the company’s future, Berardinelli took the matter to court, seeking 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.

In an interview April 25, Ciprietti said, “We were quite surprised when this happened. We were in negotiations for the better part of a year. We made them a very substantial offer.”

On April 6, the court denied the motion for appointment of a receiver, in part because the company had appointed a chief restructuring officer, Stanley Mastil, who would conduct a sale of the companies assets. 

According to court documents filed April 20 and April 23, the bid deadline established by Mastil resulted in two bids: one by Farindola LLC and Farindola OC LLC, both owned by Ciprietti, and another by Veda Inc., which Delmarva had introduced to Mastil. Berardinelli and Delmarva state Veda tried to put in a bid, but Mastil deemed it unqualified, court documents show. They say on the eve of the auction, Mastil reversed his position, but when they tried to postpone the auction, Mastil refused, records state.

The sale was set to close April 23; attorneys for Berardinelli and Delmarva say the quick closing was an attempt to avoid court review. They are seeking to have the deal rescinded by the court, accusing Ciprietti and Mastil of conspiring to conduct an unfair bidding process.

“We try to create opportunities for people at Touch of Italy,” Ciprietti said. “It’s disappointing, but it’s not going to stop me from trying to do the right thing and take care of people.”

Ciprietti said his answer brief is due Friday, April 27, and the process will play out from there.

“We’ll answer the motion and let the Vice Chancellor decide what’s next,” he said.