The owner of Brookfield Sparkle Market has sued the owner of rival grocery store Mr. D’s Delicious Fresh Foods alleging Mr. D’s reneged on an oral contract to sell the business to Sparkle.
An effort late Friday afternoon to reach Mr. D’s co-owner Larry D’Onofrio was not successful.
P&T Management Co., which does business as Brookfield Sparkle Market, 7229 Warren Sharon Road, is asking a Trumbull County judge to issue a temporary restraining order barring E.L.D. D’Onofrio Inc., doing business as Mr. D’s, 7156 Warren Sharon Road, from selling to anyone else.
P&T also is asking the judge to convey the Mr. D’s assets to P&T, and award compensatory damages.
The suit, filed Aug. 11, alleges D’Onofrio and his brother, Ed, agreed to sell Mr. D’s to Anthony and Teresa Modarelli of P&T for $1 million. The agreement also included a stipulation that the Modarellis would keep three key employees of Mr. D’s, while offering the possibility of employment to others, the suit said.
The Modarellis also agreed to buy the bakery and hot food inventory and pay the last four months’ rent owed by Mr. D’s, the suit said. Brookfield Associates owns the Mr. D’s property and building.
The deal was reached May 27 and the sale was supposed to close July 10, the suit said.
“The terms of identification of what was and was not being sold; designation of the parties; timing of the transaction; the purchase price, constituted the essential terms of a purchase agreement, as well as a meeting of minds between the parties,” the suit said.
Lawyers for both sides talked about the terms following the May 27 meeting, and P&T’s counsel drafted “a more formal written purchase agreement,” the suit said.
On July 16, Larry D’Onofrio told Tony Modarelli that the D’Onofrios were walking away from the deal and selling the business and its assets to another buyer for more money, the suit said. The purported buyer was not identified in the suit, although the suit claims the buyer wasn’t incorporated in Ohio until July 14.
P&T already had taken out a loan “in preparation for the purchase agreement,” the suit said.
P&T is asking a judge to declare the oral agreement “valid and enforceable.” P&T said it will lose sales that would have resulted in $450,000 a year in profits. If the D’Onofrios are allowed to walk away from the deal, the damage to P&T will be irreparable, P&T said in a motion for the restraining order.