United States District Court, D. Massachusetts
MEMORANDUM AND ORDER ON DEFENDANTS' MOTION TO
Dennis Saylor, IV United States District Judge.
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.
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.
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.
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.
facts are set forth as alleged in the complaint.
Stile's Sale to Anbo
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).
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).
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
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.
Plaintiff's Relationship with Anbo
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.).
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).
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.
Initial Disputes between Anbo and Tiberina
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).
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).
Takeover of the Company
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,
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. ¶
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.).
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.).
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).
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. ¶
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).
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. ¶ 88).