A Trumbull County judge today denied a request from the owners of Brookfield Sparkle Market that would have prevented the sale of Mr. D’s Delicious Fresh Foods to a third party.
Judge Andrew Logan also denied a request from the owners of Mr. D’s that three of the four counts in the suit filed by the owners of Sparkle against the owners of Mr. D’s be dismissed.
Kevin Murphy, attorney for E.L.D. D’Onofrio Inc., doing business as Mr. D’s, 7156 Warren Sharon Road,, said Larry and Ed D’Onofrio intend to proceed with the sale of Mr. D’s to the third party, keeping two stores in Brookfield.
Larry D’Onofrio declined to identify the buyer during his testimony.
In denying the injunction, Logan said, should P&T Management Co., which does business as Brookfield Sparkle Market, 7229 Warren Sharon Road, prevail, it could receive money damages, which would be a suitable remedy.
P&T sued E.L.D. D’Onofrio Inc., saying the D’Onofrios had made a verbal commitment to sell Mr. D’s to P&T, which intended to close the second store.
While the purpose of today’s hearing was not to determine the merits of whether a contract existed or not, much of the testimony concerned that issue.
Anthony C. Modarelli Jr., president of P&T, said he was approached by a consultant working for the D’Onofrios about buying Mr. D’s. After some initial discussions, Modarelli and his wife and partner, Teresa, and the D’Onofrios met May 27 at Squaw Creek Country Club. At that meeting, they worked out the essential elements of the sale: the sale price ($1 million), the identities of the buyer and seller, what was being sold and the time for closing.
“I thought, when we walked out, there was an agreement,” Modarelli said.
He was so convinced that he obtained a $500,000 bank loan to go with $500,000 he already had on hand to cover the purchase price, he said.
Modarelli said he was interested in buying Mr. D’s because declining population in Brookfield and surrounding areas is shrinking the market for grocery items in the Brookfield area, making it harder to stay in business.
Brookfield is “over-stored,” Modarelli said.
“Sooner or later, there’s only gonna be one grocery store in the area,” he said.
He also noted that Mr. D’s has “a great hot-foods business,” much larger than Sparkle has, and taking on that business would enhance the draw of Sparkle, he said.
“That would help us survive,” Modarelli said. “That would help us serve the community better.”
While P&T attorney Scott Essad argued that all the essential elements of the sale were agreed upon at the May 27 meeting, Larry D’Onofrio said there were many essential elements still to be decided, such as what Mr. D’s equipment Modarelli would buy, what Mr. D’s employees would be hired by Sparkle, and the “holdback,” or money not paid at closing as a kind of escrow to handle taxes and future liability expenses.
“We didn’t make a deal,” Larry D’Onofrio said. “We were negotiating. We tried to work out what was good for us, what was good for the community, what was good for everybody.”
He acknowledged that phoning Modarelli to tell him the deal was off was a “tough call.”
Larry D’Onofrio said there is a written sales agreement in place with the new buyer, and that he met the buyer through his supplier.