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World Depot Corp. v. Onofri

United States District Court, D. Massachusetts

December 4, 2017

WORLD DEPOT CORPORATION, Plaintiff,
v.
LORENZO ONOFRI; STILE SOCIETA COOPERATIVA d/b/a STILE; TIBERINA LEGNAMI S.P.A.; PATRIZIO CAPONERI; ROBERTO BELLI; and FEDERICO BIAGIOLI, Defendants.

          MEMORANDUM AND ORDER ON DEFENDANTS' MOTION TO DISMISS

          F. Dennis Saylor, IV United States District Judge.

         This action arises out of an alleged takeover of an Italian company that manufactures wood flooring. Plaintiff World Depot Corporation is a Massachusetts distributor of cabinetry and flooring products. In substance, it complains that the new owners of the Italian company engaged in various types of wrongful conduct, injuring it in its business.

         According to the complaint, an Italian entity called Anbo owned a factory in Citta di Castello, Italy, that manufactures wood flooring. Anbo and World Depot allegedly had an oral agreement under which World Depot would serve as Anbo's exclusive North America factory representative. The complaint alleges that Lorenzo Onofri and his confederates masterminded a takeover of the factory from its rightful owners, creating a new entity called Stile Societa Cooperativa. The events culminating in the takeover disrupted Anbo's production lines and shipping arrangements, allegedly causing World Depot financial losses. The complaint further alleges that Onofri and the Cooperativa interfered with the exclusive distribution rights of World Depot by selling directly to World Depot's customers.

         Notably, the complaint does not allege breach of the oral agreement between World Depot and Anbo, or any other form of contract. Nor does it contend that the Cooperativa is the legal successor to the obligations of Anbo. Instead, World Depot asserts claims under the Racketeer Influenced and Corrupt Organizations Act (18 U.S.C. §§ 1961-68), as well as claims under state law for tortious interference with contractual relations, tortious interference with advantageous business relations, tortious interference with prospective business relations, and violation of Mass. Gen. Laws ch. 93A.

         Defendants have moved to dismiss the complaint for lack of personal jurisdiction pursuant to Fed.R.Civ.P. 12(b)(2), and for failure to state a claim pursuant to Fed.R.Civ.P. 12(b)(6). For the following reasons, the motion will be granted.

         I. Background

         A. Factual Background

         The facts are set forth as alleged in the complaint.

         1. Stile's Sale to Anbo

         Lorenzo Onofri is a citizen of Italy. (Compl. ¶ 2). As of 2013, he was the President, Chief Executive Officer, and owner of Stile Pavimenti Legno, S.p.a. (“Stile”), a high-end wood flooring manufacturer located in Citta di Castello, Italy. (Id. ¶¶ 10-11).

         In late 2013, Stile faced severe financial difficulties, leading Onofri to seek to sell the company. (Id.). Corey Lewis, a Stile customer, agreed to purchase the company's debts and assets with a business partner. (Id. ¶ 11). Lewis and his partner formed an Italian entity, Anbo-Stile (“Anbo”), to complete the purchase, which was accomplished pursuant to an agreement dated April 18, 2014. (Id. ¶¶ 12-13 and Ex. 1). The agreement was drafted in both Italian and English. (Id. ¶ 13). According to the English version, the agreement gave Anbo the right to manage the business for four years in return for a rent payment of €250, 000 per year, with a conditional right of purchase at the end of the term. (Id. Ex. 1 at 24-25).

         Around the same time, Stile entered into bankruptcy protection in the Court of Perugia. (Id. ¶ 15). Stile was renamed Tiberina Legnami S.p.a. (“Tiberina”). (Id.). Two liquidators, Roberto Belli and Patrizio Caponeri, were placed in charge of winding up the business of Tiberina. (Id.).

         For the first two years of Anbo's operation, the business was successful; its 2015 revenue was approximately 8.3 million euros, and in June 2016 Anbo had pending orders for the next ten months totaling 20 million euros. (Id. ¶¶ 16-17).

         2. Plaintiff's Relationship with Anbo

         World Depot Corporation is a Massachusetts corporation that distributes and sells cabinetry and flooring products. (Id. ¶ 18). It acquires products directly from manufacturers and earns a markup on sales made to customers. It operates showrooms at five locations, including Peabody and Boston. (Id.).

         Beginning in August 2015, World Depot expanded its operational capacity and constructed exclusive Anbo showrooms to demonstrate its commitment to the company's products. (Id. ¶ 20). World Depot alleges that it expended significant resources in doing so. (Id. ¶ 23). Business between World Depot and Anbo expanded such that by December 2015, World Depot was Anbo's second or third largest account. (Id. ¶ 21).

         According to the complaint, World Depot and Anbo “made an oral agreement” in late February or early March 2016 under which World Depot would become Anbo's “exclusive factory representative agent for the North American market.” (Id.). The agreement apparently was never reduced to writing. No specific details concerning the agreement are pleaded in the complaint; among other things, the complaint does not indicate the person with whom the agreement was reached, the date of the agreement, the length of the agreement, or how it could be terminated.

         3. Initial Disputes between Anbo and Tiberina

         When Anbo first took possession of the factory, it hired Onofri as its general sales manager. (Id. ¶ 26). According to the complaint, the inventory was in disarray. (Id. ¶ 31). Inventory was stored in pallets assigned unique barcodes; when employees removed the pallets, they scanned the barcode to indicate how much inventory was being used. (Id.). However, the warehouses containing the pallets mixed inventory belonging to both Anbo and Tiberina. (Id. ¶ 32). Because of various issues with Tiberina's pallets, the computer software generated an excess number of invoices payable by Anbo to Tiberina. (Id. ¶ 33). Tiberina later accused Anbo of owing more than one million euros for inventory and back rent. (Id. ¶¶ 33, 39).

         According to the complaint, Onofri performed poorly as a manager; Lewis confronted him and warned him that his job was in jeopardy. (Id. ¶ 29). Onofri then “successfully strained the relationship between Lewis and his business partner.” (Id. ¶¶ 30, 34). “Eventually, Onofri and Lewis's business partner developed a high level of trust with each other, and began to shut Lewis out.” (Id. ¶ 34).

         4. Takeover of the Company

         According to a decision of the Italian court, attached as Exhibit 4 to the complaint, by September 2015 Anbo was in arrears on its payments to Tiberina. (Id. Ex. 4). By December 2015, the unpaid rent and other obligations exceeded €857, 000. (Id.).

         According to the complaint, Onofri began organizing a takeover of the factory in early 2016. On February 28, 2016, he met with key factory employees, including union representatives, to announce his intention to form a “cooperativa” (an Italian form of cooperative, in which an organization is owned by its employees) to retake the factory. (Id. ¶ 35). The following evening, Onofri gained the support of Federico Biagioli, who had union contacts. (Id. ¶ 36). Onofri subsequently gained the support of Belli and Caponeri, the Tiberina liquidators. (Id. ¶ 37).

         Onofri then allegedly supplied false information to Anbo's officers concerning its rent and inventory obligations to Tiberina. (Id. ¶¶ 38-39). In addition, Onofri allegedly spread false information about Anbo's owners to company agents and customers, publicly declaring his intent to form a cooperativa to seize back control of the factory. (Id. ¶ 40). Onofri also allegedly encouraged Anbo suppliers to halt all deliveries of raw materials, arranged for employees to slow production, and used his union connections, including Biagioli, to facilitate a strike. (Id.).

         According to the decision of the Italian court, on May 23, 2016, Tiberina exercised its right to terminate the agreement with Anbo, based, among other things, on Anbo's failure to pay rent. (Id. Ex. 4). According to that decision, the exercise of the right to terminate “would appear legitimate, ” and “should result in the obligation to immediately surrender the company, as per law and contract.” (Id.).

         Allegedly at Onofri's instigation, the factory workers went on strike in early June 2016. (Id. ¶ 43). The Tiberina liquidators locked out Anbo management on June 20 and blocked Anbo's access to its e-mails. (Id. ¶¶ 44, 52). Nearly all employees were fired except those loyal to Onofri. (Id. ¶¶ 44-45).

         The cooperativa was formally established on June 24, 2016, as the Stile Societa Cooperativa (the “Cooperativa”), with Onofri as President. (Id. ¶¶ 41-42). Shortly afterward, Tiberina entered into an agreement whereby the Cooperativa would gain ultimate ownership of the factory. (Id. ¶ 47). On July 5, 2016, the Cooperativa formed a contract with Tiberina to lease the factory for less than one-third of the fee paid by Anbo. (Id. ¶ 54).

         Tiberina granted the Cooperativa access to Anbo's order book and its work-in-process, allegedly worth millions of euros. (Id. ¶¶ 53, 58). Tiberina allegedly blocked Anbo from transporting its own inventory from the factory and refused to let it ship completed orders. (Id. ¶¶ 55, 58). According to the complaint, Anbo management was unable to regain access to the factory until July 29, 2016, when it realized that a significant portion of its inventory had disappeared. (Id. ¶ 49). Anbo also alleges that the Cooperativa or Tiberina accessed its online bank account eleven times between July 11 and August 25, 2016. (Id. ¶ 61).

         An Italian court granted Anbo an injunction on July 8, 2016, to prevent Tiberina from transferring control or ownership of the factory. (Id. ¶ 86). The injunction was upheld on October 11, 2016. (Id. ΒΆ 88). ...


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