Touch of Italy Salumeria & Pasticceria, LLC v. Bascio

Delaware Chancery Court

2014 WL 108895 (2014)

Relevant factsFree

Touch of Italy's (plaintiff) LLC agreement among founders Ciprietti (plaintiff) and Louis and Frank Bascio (defendants) contained no noncompetition clause; after Louis withdrew as a member, he and Frank formed a competing Italian grocery store ten weeks later on the same block, and Ciprietti sued alleging Louis breached fiduciary duties by planning the competing business while still a member.

IssueFree

Whether a court will impose a noncompetition clause against members of a limited-liability company if the company agreement does not include that clause.

Holding & reasoning

The court resolved the question by applying the controlling rule to the facts and explaining precisely why the outcome followed. Its reasoning ties the doctrine to the record so you can reproduce the analysis on an exam.

Procedural history, concurrence & dissent

This section traces the case from the trial court through appeal and lays out how each opinion lands. Separate writings sharpen the majority's limits and flag the arguments most likely to resurface in class.

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