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In 2009, several individuals formed an LLC, Touch of Italy Salumeria & Pasticceria,1 LLC (P) which operates a specialty Italian grocery in Rehoboth Beach. Ciprietti provided cash ($100,000) in exchange for his membership; Louis Bascio (D) provided business goodwill and sweat equity. The business was successful, and an additional member entered, while others left. Eventually, Louis (D) decided to leave the business. He gave notice, as specified in the LLC agreement, and withdrew as a member on December 15, 2012. Louis (D) told the other members that he was moving to Pennsylvania, perhaps to open a business there. Ten weeks later Louis (D) and his brother, Frank Bascio (D) formed their own LLC, Bascio Bros. Italy, LLC, which then opened a competing Italian grocery, doing business as Frank and Louie's Italian Store ('Frank and Louie's'). It is located on the same block in Rehoboth Beach as Touch of Italy. Ciprietti and Touch of Italy (P) sued Ds to enjoin them from operating Frank and Louie’s. Ps’ alleged breach of fiduciary duty and bad faith in making plans to open just down the street while still working for P.

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