Motion,Ex Parte: POMPEA, JANELLE v. SEASIDE WINE & LIQUOR, LLC Et Al

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                                DOCKET NO.: FBT-CV19-6085010-S SUPERIOR COURT

JANELLE POMPEA J. D. OF BRIDGEPORT
v. AT BRIDGEPORT
SEASIDE WINE & LIQOUR, LLC, ET AL JULY 3, 2019

MOTION FOR SUMMARY JUDGMENT

Pursuant to Connecticut Practice Book §§ 17-44 et seq., the Defendants,
ROBERT PAMBIANCHI, and SEASIDE LIQUORS, LLC hereby respectfully move for
summary judgment as to the Plaintiffs Complaint. As ground for their Motion, the
Defendant represents there is no genuine issue of material fact that the Defendant was
not the owner, operator or purveyor with respect to sale of alcoholic beverages in
question at the time of the alleged incident.

WHEREFORE, the Defendants respectfully move this Court grant their Motion
for Summary Judgment. A Memorandum of Law is appended hereto.

THE DEFENDANTS,
SEASIDE LIQUORS, LLC & ROBERT PAMBIANCHI

BY: ____—307471/440036_
SERGIO DEGANIS JAMES N.DEMETRIADES
Ouellette, Deganis, Gallagher & Grippe, LLC
143 Main Street
Cheshire, CT 06410
Firm Juris No. : 413552
Telephone 203-272-1157 Fax : 203-250-1835
Email Address : info@odglaw.comCERTIFICATION

This is to certify that a copy of the foregoing was send by mail, first class postage
prepaid, to all counsel of record on the above-captioned date to:

ADELMAN HIRSCH & CONNORS LLP
1000 LAFAYETTE BLVD
BRIDGEPORT, CT 06604

NUZZO & ROBERTS LLC
ONE TOWN CENTER

PO BOX 747

CHESHIRE, CT 06410

WARREN FRANCIS SASSO JR
P.O. BOX 446
SEYMOUR, CT 06483

MULVEY OLIVER GOULD & CROTTA
2911 DIXWELL AVENUE

FOURTH FLOOR

HAMDEN, CT 06518

MILANO & WANAT
471 EAST MAIN STREET
BRANFORD, CT 06405

BY:

307471/440036

SERGIO DEGANIS JAMES N.DEMETRIADESDOCKET NO.: FBT-CV19-6085010-S SUPERIOR COURT

JANELLE POMPEA J. D. OF BRIDGEPORT

v. AT BRIDGEPORT

SEASIDE WINE & LIQOUR, LLC, ET AL JULY 3, 2019
MEMORANDUM OF LAW

IN SUPPORT OF DEFENDANT’S MOTION FOR SUMMARY JUDGMENT

 

Plaintiff alleges in Count 7, Count 8, Count 9 and Count 10 of her Complaint that
Defendant Robert Pambianchi and Seaside Liquor LLC are liable for damages to
Plaintiff pursuant to Conn. Gen. Statute 30-86 which among other things prohibits the
sale of liquor to minors. Summary Judgment should be granted for the Defendant
Robert Pambianchi and Seaside Liquors LLC as there is no genuine dispute of material
fact that Defendant Robert Pambianchi and Seaside Liquors LLC were not “the
permittee or any servant or agent of a permittee” which sold liquor to a minor as alleged
in the Complaint.

I. Summary of Facts

On May 26, 2016 Defendant Robert Pambianchi both as the sole member of
Seaside Liquors, LLC and individually entered into a Contract of Sale of the business of
Seaside Liquors, LLC to Giuseppe Saverino of 12 Terra Road Plainville Connecticut
06062. (See Exhibit 1, Contract of Sale; See Affidavit §3) As set forth for the
consideration of One Hundred Seventy-Five Thousand Dollars the seller, Defendant

Robert Pambianchi, agreed to sell the property, assets, and other rights of SeasideLiquors LLC to the buyer, Giuseppe Saverino. (See Affidavit 4) This Contract of Sale
was witnessed by Susan McNamara and Sandra Sobocienski and notarized by David
Fabrizi, Esquire. On May 26, 2016, Defendant Robert Pambianchi signed a Commercial
Lease Agreement with Giuseppe Saverino for the use of certain real property located on
320 Iranistan Avenue Bridgeport, Connecticut 06604. (See Exhibit 2, Commercial Lease
Agreement; See Affidavit [6).This lease contained a Liability and Indemnity provision
where the Tenant, Saverino, agreed to hold the Landlord Pambianchi, harmless from or
against all injury, loss, claims or damages... to any person or property anywhere
occasioned by any act, neglect or default of the tenant. (See Exhibit 2, Commercial
Lease Agreement 116.1). This Commercial Lease Agreement was dated and signed by
both Robert Pambianchi and Giuseppe Saverino and witnessed by Notary Public
Sandra A. Sobocienski and by Susan McNamara. (See Exhibit 2, Commercial Lease
Agreement 2.1). The term of the lease was from July 1, 2016 to June 30, 2026. (See
Exhibit 2, Commercial Lease Agreement). At the time of the alleged sale of alcohol to a
minor this Commercial Lease Agreement was in effect.

On June 28, 2016, the buyer, Saverino signed an Addendum to the Contract
which assigned his rights under the Contract for Sale to Seaside Wine & Liquor LLC
and specified the closing date as August 26, 2016 or sooner. (Exhibit 3, Addendum to
the Contract; See Affidavit | 8)

On August 17, 2016, Defendant Robert Pambianchi as sole member of Seaside
Liquor LLC executed an LLC Resolution which authorized the sale of its assets to
Seaside Wine and Liquor LLC. (See Exhibit 4, LLC Resolution; Affidavit 410) Also on

August 17, 2016, Defendant Robert Pambianchi signed the Bill of Sale assigning theCompany's assets to Seaside Wine and Liquors LLC. (See Exhibit 5, Bill of Sale; See
Affidavit 112). Seaside Wine and Liquor LLC is the name of the successor company that
the assets from Seaside Liquors LLC was assigned and sold to. On August 17, 2016,
Giuseppe Saverino both as a member of Seaside Wine & Liquor LLC and individually
signed as a promissory note for the unpaid balance of the purchase price to Robert
Pambianchi. (See Exhibit 6, Promissory Note; Affidavit 14).

Plaintiff alleges in her complaint that on or about April 14, 2017, Allison Loder
was under the age of 21 and purchased alcohol from Seaside Wine & Liquor LLC.
(Plaintiffs Complaint Count 1 {3 and 4) Loder supplied said alcohol to Ryan
Capozzeillo. (Plaintiffs Complaint Count 1 95) Capozzeillo subsequently became
intoxicated from consuming said alcohol. (Plaintiff's Complaint Count 1 6)
Cappozzeillo drove his Jeep Liberty with Plaintiff Janelle Pompea, as a passenger on
April 14, 2017. (Plaintiffs Complaint Count 1 8) Cappozzeillo subsequently drove his
jeep off the roadway into a tree. (Plaintiff's Complaint Count 1 99) At the time of the
collision Cappozzeillo was driving while intoxicated. (Plaintiffs Complaint Count 1 11)
Plaintiff suffered injuries as a result of this accident. (Plaintiff's Complaint Count 1 912)

At the times referenced in Plaintiffs Complaint the Defendants, Seaside Liquor,
LLC and Robert Pambianchi were not in business having sold their business. Neither
Robert Pambianchi nor Seaside Liquors, LLC sold any alcoholic beverages as alleged
in Plaintiff's Complaint. See Robert Pambianchi’s Affidavit.

I. LAW
A. Legal Standard

Connecticut Practice Book § 17-49 provides that summary judgment “shall berendered forthwith if the pleadings, affidavits and other proof submitted show that there
is no genuine issue as to any material fact and that the moving party is entitled to
judgment as a matter of law.” Summary judgment “is designed to eliminate the delay
and expense of litigating an issue when there is no real issue to be tried.” Wilson v. New
Haven, 213 Conn. 277, 279, 567 A.2d 829 (1989).

Once the moving party has submitted evidence in support of the motion for
summary judgment, the opposing party must present evidence that demonstrates the
existence of some disputed factual issue. Farrell v. Farrell, 182 Conn. 34, 38, 438 A.2d
415 (1980); Rusco Industries Inc. v. Hartford Housing Authority, 168 Conn. 1, 5, 357
A.2d 484 (1975). The party opposing a properly supported motion for summary
judgment may not rest upon mere allegation or denial but must set forth specific facts
showing that there is a genuine issue for trial. See Farrell v. Farrell, 182 Conn. 34, 39-
40, 438 A.2d 415 (1980).

Summary judgment “is appropriate only if a fair and reasonable person could
conclude only one way.” Dugan v. Mobile Medical Testing Services, Inc., 265 Conn.
791, 815, 830 A.2d 752 (2003). The court's finding that a party is entitled to summary
judgement “should be on evidence which a jury would not be at liberty to disbelieve and
which would require a directed verdict for the moving party.” /d.

B. At All Relevant Times Seaside Liquors, LLC and Robert
Pambianchi Were not in Business and Did Not Sell Alcoholic
Beverages.

There is no genuine issue of material fact that at the time of the sale of liquor as

alleged in the Plaintiffs Complaint, the Defendants Robert Pambianchi and Seaside

Liquor, LLC were not the owners, operators, servants or permitees of Seaside Wine &Liquor LLC. In fact, Defendants, Seaside Liquor LLC and Pambianchi had sold and
assigned all their rights and assets to Seaside Wine & Liquor LLC, through its member
Giuseppe Saverino.

Plaintiff brings her claim pursuant to Connecticut General Statute § 30-86. This
section states: “Any permittee or any servant or agent of a permittee who sells or
delivers alcoholic liquor to any minor ... shall be subject to the penalties of section 30-
113.” Conn. Gen, Stat. Ann. § 30-86 (b) (1). Defendant Pambianchi and Seaside
Liquors LLC are not the permittee, servant or agent of the permittee of the liquor store
located at 320 Iranistan Avenue Bridgeport, Connecticut 06604. The evidence
submitted demonstrates that Defendants sold the business to Giuseppe Saverino, who
formed the similarly named Seaside Wine & Liquor LLC (Emphasis Added). “Civil
liability, [under C.G.S. 30-86] requires proof of both knowledge and damage.” Wilson v.
Bradley, 50 Conn. Supp. 234, 239, 917 (Super. Ct. 2007). Here Defendant Robert
Pambianchi had no knowledge of the sale as he was not the owner, operator, permittee,
agent or employee of Seaside Wine & Liquor LLC which sold alcohol to a minor. The
transfer of ownership and contro! is made readily clear by the Contract of Sale dated
May 26, 2016 (Exhibit 1), the addendum to the Contract, (Exhibit 3), the LLC Resolution
(Exhibit 4), Bill of Sale (Exhibit 5) and Promissory Note (Exhibit 6). Defendant
Pambianchi does not fit any of the statutory requirements of control or legal requirement
of knowledge to be found liable under § 30-86.

The Defendant extinguished his right and control over the former Seaside Liquor
LLC months before the alleged sale of liquor to a minor. The subsequent company,

Seaside Wine & Liquor LLC with managing Member Saverino was in control andownership of the business on April 14, 2017 at the time of the alleged sale of liquor to a
minor. The sale on April 14, 2017 occurred 323 days after the Contract for Sale was
executed and 240 days after the LLC Resolution and Promissory Note were executed.
Pambianchi was the landlord at the time of the sale to the minor however he still had no
knowledge of the sale as he was not the owner, operator, permittee, agent or employee
of Seaside Wine & Liquor LLC. Further insulating Defendant from liability, the
Commercial Lease agreement holds Defendant Pambianchi harmless of any negligent
acts of his tenant Saverino.
Cc. CONCLUSION

For the forgoing reasons, Summary Judgment should be granted regarding

Plaintiffs Count 7, Count 8, Count 9 and Count 10 against the Defendant’s Seaside

Liquors LLC and Robert Pambianchi.

THE DEFENDANTS,
SEASIDE LIQUORS, LLC & ROBERT PAMBIANCHI

BY: 307471/440036
SERGIO DEGANIS JAMES N.DEMETRIADES
Ouellette, Deganis, Gallagher & Grippe, LLC
143 Main Street
Cheshire, CT 06410
Firm Juris No. : 413552
Telephone 203-272-1157 Fax : 203-250-1835
Email Address : info@odglaw.comCERTIFICATION

This is to certify that a copy of the foregoing was send by mail, first class postage
prepaid, to all counsel of record on the above-captioned date to:

ADELMAN HIRSCH & CONNORS LLP
1000 LAFAYETTE BLVD
BRIDGEPORT, CT 06604

NUZZO & ROBERTS LLC
ONE TOWN CENTER
PO BOX 747

CHESHIRE, CT 06410

WARREN FRANCIS SASSO JR
P.O. BOX 446
SEYMOUR, CT 06483

MULVEY OLIVER GOULD & CROTTA
2911 DIXWELL AVENUE

FOURTH FLOOR

HAMDEN, CT 06518

MILANO & WANAT
471 EAST MAIN STREET
BRANFORD, CT 06405

BY:

307471/440036

SERGIO DEGANIS JAMES N.DEMETRIADESDOCKET NO.: FBT-CV19-6085010-S SUPERIOR COURT

JANELLE POMPEA J. D. OF BRIDGEPORT

Vv.

AT BRIDGEPORT

SEASIDE WINE & LIQOUR, LLC, ET AL JULY 2, 2019

AFFIDAVIT OF ROBERT PAMBIANCHI

|, Robert Pambianchi, being first duly swom, depose and say:

1. | make this affidavit under oath based upon my personal knowledge of the facts

contained herein. | am of sound mind and under no infirmity. | am over the age of
eighteen years of age. | understand the meaning and believe in the obligation of
an oath. | am competent to testify and would so testify to the following if so

called:

. | was a member of Seaside Liquors LLC and it was in the business of selling

alcoholic beverages until | sold business in 2016. Neither | nor Seaside Liquors,
LLC were in the business of selling alcoholic beverages at the times alleged in

Plaintiff's Complaint.

. On May 26, 2016, | entered into a Contract of Sale regarding ownership of

Seaside Liquors LLC with Giuseppe Saverino of 12 Terra Road Plainville

Connecticut 06062.

. At said time for the consideration of One Hundred Seventy-Five Thousand

Dollars. | agreed to sell the property, assets, and other rights of Seaside Liquors

LLC to the buyer, Giuseppe Saverino as set forth.

. Attached Exhibit 1 is a true and accurate copy of the original Contract of Sale.6. On May 26, 2016, | signed a Commercial Lease Agreement with Giuseppe
Saverino for the use of certain real property located on 320 Iranistan Avenue
Bridgeport, Connecticut 06604.

7. Attached Exhibit 2 is a true and accurate copy of the original Commercial Lease
Agreement,

8. On June 28, 2016, | signed an Addendum to the Contract with Buyer Saverino
which assigned his rights under the Contract for Sale to Seaside Wine & Liquor
LLC and specified the closing date as August 26, 2016 or sooner.

9. Exhibit 3 is a true and accurate copy of the Addendum to the Contract signed by
me and Giuseppe Saverino.

40.On August 17, 2016, |, as the sole member of Seaside Liquor LLC, executed an
LLC Resolution which authorized the sale of its assets to Seaside Wine and
Liquor LLC.

11. Exhibit 4 is a true and accurate copy of the LLC Resolution | signed on August
17, 2016.

12. On August 17, 2016 | executed a Bill of Sale which sold to Giuseppe Saverino or
his assignees all Assets of Seaside Liquor LLC including, good will, inventory,
parts, shop, equipment trade fixtures, good will, and all other assets as follows:
Covenant Not to Compete, Good will, fixtures, trade name Seaside Liquors.

13. Exhibit 5 is a true and accurate copy of the Bill of Sale | signed on August 17,

2016.14. On August 17, 2016 Giuseppe Saverino both as a member of Seaside Wine &
Liquor LLC and individually signed a promissory note for the unpaid balance of
the purchase price to myself.

15. Exhibit 6 is a true and accurate copy of the Promissory Note | received on August
17, 2016, signed by Giuseppe Saverino.

16.1 was not and have never been the owner, permittee, employee, or agent of

Seaside Wine & Liquor LLC.

17. Neither | nor Seaside Liquor, LLC sell alcoholic beverages at any time specified
in Plaintiffs Complaint to anyone, specifically including Allison Loder, Ryan

Capozzeillo and or Janelle Pompea,

Further deponent sayeth not.
Dated at Cheshire, Connecticut, this 2" day of July, 2019

Robert Pambianchi
Subscribed and sworn before me this 2"4 day of July 2019.
(ay Cc / : .
OD J SEhbte S. DESAmLS

Commissioner of the Superior CourtEXHIBIT 1CONTRACT of SALE
By this agreement made as of the last date appearing next to the signatures of the parties
hereto in and for the consideration of One Hundred Seventy-Five Thousand Dollars
($170,000.00) and other valuable considerations, each to the other in hand paid, payment
of which is hereby acknowledged by each to occur at closing of said business assets of
SEASIDE LIQUORS LLC.

The parties hereto agree as follows:
1. Seller Robert Pambiarichi
127 Quincey Drive

Bridgeport, CT 06606

2. Buyer Guiseppe Saverino

12 TerraRoad

Plainville, CT 06062

Buyer shall have the right to assign this contract to an LLC to be formed on or

before the closing. Proof of existence shall be provided to the Seller on or before closing.
3. Agreement to Sell. Seller agrees to sell the property hereinafter described to Buyer.
Buyer agrees to purchase the described property from Seller. The sale shall be made for
the price and upon the terms and conditions hereinafter stated. The whole of the property
being sold pursuant to this contract is hereinafter referred to, collectively, as the “assets”,
and every reference in this contract to the assets as defined herein. Sellers have no
obligation to sell, nor Buyer to buy, less than the whole of the assets.
4. Assets Being Sold. The assets being sold are hereinafter described in Exhibit A
attached hereto and hereby made a part hereof.
5. Price of the Assets. The price of the assets is One Hundred Seventy-Five Thousand
Dollars ($170,000.00) plus dollar for dollar for all liquor inventory on hand as of the date
of the close allocated as set forth in Exhibit B attached hereto and herby made a part
hereof, as adjusted as hereinafter provided. The parties agree that immediately prior to
closing a physical inventory of assets (other than fixtures, furniture and/or equipment)
shall betaken by Seller and by Buyer. The purchase price will be adjusted based on the
actual dollar amount of said liquor inventory.6. Payment of Purchase Price. Seller acknowledges receipt of Seventeen Thousand
Dollars ($17,000.00) by way of a non-refundable deposit toward the purchase price. At
closing the sum of One Hundred Fifty-Seven Thousand Five Hundred Dollars
($153,000.00), plus adjustments as herein set forth shall be paid by the Buyer. A
summary of the Purchase price shall be paid as follows:

(a) Asa part of the deposit due upon the signing of this Agreement, $s 17,000.00
subject to collection;
(b) Upon the delivery of the Deed, by wire transfer or by certified check $ 73,000.00

or official bank check drawn on a bank having an office in New
York or Connecticut the proceeds of which are immediately
available, subject to collection;

(ce) Upon the delivery of the deed, the execution of a notes payable, 5%
interest, payment totaling $1,500.00 monthly until repaid. Said Note
can be paid in full after December 31, 2016 with no prepayment

penalty, and is subject to a UCC lien filing $ 80,000.00
TOTAL S___170,000.00,

7. At the closing, Seller shall deliver to Buyer an affidavit stating that all debts of Seller
have been paid in full. By reason of said affidavit the parties agree that no notice to
creditors under any State or Federal law will be required and need not be given. Any
debt(s). owed by the Seller as of the date of closing shall be the sole responsibility of the
Seller. Seller does hereby indemnify and will hold Buyer harmless from any and all loss,
damage, or liability which Buyer may incur or become subject to with respect to any such
debts by reason of any prior existing debt or obligation of the Seller.
8. The Buyer acknowledges that it has had an opportunity to review the books, records,
files, document and papers used in the operation of the business the asset of which are the
subject of this sale. Seller shall further disclose and describe any unpaid creditors listed
in Exhibit C, and if-a balance is due, it shall be paid in full at closing by the Seller. Proof
of balance and payment in full shall be provided at closing.
9. Seller represents and warrants:

a. Seller is an LLC in good standing and Robert Pambianchi, sole member, has

full authority to enter into this agreement.b. All profit and loss statements of Seller given to Buyer were prepared in
accordance with generally accepted accounting principles consistently applied throughout
the period stated, and any said profit and loss statements fairly present the earnings of
said Sellers to the date thereof;

c. The schedules of certain of the assets contained therein are substantially true,
accurate and complete;

d. From the date of this contract forward the Seller shall not enter into nor become
a party to, any transactions other than in the ordinary course of business, and no
transactions or other matters other than in the ordinary course of ‘business have occurred;

e. Seller has good and merchantable title to the assets on Exhibit A, free of any
and all liens, claims, équities, or encumbrances;

£ Seller is the sole owner of the personal property included in the assets being
sold, free of any and all liens, claims, equities, or encumbrances;

g. Immediately after the closing of the sale, the Buyer will be the sole owner et of
the whole of the assets, as defined herein, and will have good and merchantable title to all
of said assets.

h, Seller has no knowledge of any litigation, or possible litigation, or of claims of
any kind, governmental, municipal, or private, or of any facts or circumstances which
might in any way adversely affect the Seller which might in any way adversely affect any
of the assets.

i, There is expressly disclosed in this contract, or in the balance sheet given to the
Buyer, every known existing liability and obligation of the Seller, other than liabilities
and obligations arising in the ordinary course of business.

j. Seller is complying with all laws and ordinances (including zoning laws and
ordinances), regulations, and orders which affect or relate to sellers’ operations or to the
assets.

k, Seller has no written contracts of any kind, other than those expressly set forth
in the schedule of contracts attached hereto as Exhibit C. Seller shall further disclose and
describe the creditor listed in Exhibit C, and if a balance is due, it shall be paid in full at
closing by the Seller. Proof of balance and payment in full shall be provided at closing.10. No liability or obligations of Seller are being assumed by Buyer but continue as
liabilities and obligations of Sellers solely and shall be paid by Sellers solely. Buyer shall
not have any liability or obligation for any claim, transaction, event, or other matter,
which existed or occurred on or prior to the closing, without exception, reservation, or
qualification, and all such liability or obligation, whatever its origin or nature, shall
continue as the liability or obligation of Seller solely. The Buyer is liable only for claims,
transactions, events, or other matters, which occur after the closing of-this sale and give. ,
rise to a claim, liability, or obligation after the closing. This paragraph does not affect the
obligation of the parties to prorate personal property taxes or other adjustments, as
hereinabove provided.

11. This transaction shall be closed at the offices of David J. Fabrizi, 3548 Main Street,
Stratford, CT 06614, or at any other place mutually agreed upon by the parties hereto, on
before June 28, 2016, at 1 pm.

12. At the closing of this sale the parties shall proceed as follows: At the closing, Seller
shall convey, transfer, assign and deliver to Buyer all of the purchased assets free and
clear of all liens and Seller shall deliver to Buyer:

a. The Seller:
1. This Agreement, duly executed and Bill of Sale in the form of Exhibit

E, and such assignments and other instruments of transfer as maybe reasonably
satisfactory to Buyer’s counsel, and with such consents to the conveyance, transfer and
assignment thereof as may be necessary to effect the conveyance, transfer, assignment
and delivery of the Purchased Assets and to vest in Buyer the title specified in this
Section and to assure to Buyer the full benefit of the purchased asséts.

2. Seller shall deliver to Buyer any other intangible assets which Buyer is
to acquire.

3. Seller shall deliver possession of the assets to the Buyer.

4. Certified authorizing resolutions of Seller in form and substance
reasonably satisfactory to. Buyer.

5. Certificate terminating the trade name Exhibit F.7. Seller shall provide proof of payment to all liquor vendors and payoff
statement and proof of payment in full for creditor listed in Exhibit C. Buyer shall not
assume the contract for this creditor.

8. Seller shall deliver to Buyer an affidavit that he has no creditors.

9. Seller shall deliver to Buyer any additional documents which may be
necessary or desirable for the purpose of transferring and conveying the assets to Buyer,
‘and Seller shall perform any acts which may be reasonably required of Seller for the
purpose of implementing Seller’s obligations hereunder.

10, Seller shall deliver to Buyer an executed copy of the Covenant Not to
Compete Agreement, a copy of which is attached hereto as Exhibit D.

11. Buyer shall deliver to the Seller the balance of the adjusted purchase
price, except as provided in paragraph 5.1. :

12. Seller shall deliver a “tax clearance” from the Connecticut
Commissioner of Revenue Services as provided for in Section 12-424 of the Conn. Gen
Stats.

13. Seller hereby indemnifies Buyer and agrees to hold Buyer harmless
against any claims, demands, or liability based upon or arising out of any of the following
matters:

a, Tax liability of any kind, whether Federal, State, or Local, to which Seller or
any of the assets may be subjected by reason of this sale, which in any way affects Buyer
or any of the assets.

b, Claims by any third parties, private or governmental, to an interest or right of
any kind or nature whatever, in the assets or in any part of the assets. _.

c. Any liabilities or obligations of Seller, which are or may be asserted against
Buyer or the assets, including in particular liabilities or obligations arising out of sales
and transactions made prior to the closing date.

d. Any breach of Seller's aforesaid representations and warranties. If any liability
or obligation of Seller in respect of which a claim has been made against Buyer or the
assets is covered by insurance, then the obligation of Seller to indemnify Buyer pursuant
to this paragraph shall be reduced by the amount of insurance received by Buyer.14, Seller and Buyer further agree:

a. If any claim, demand, or liability arises in respect of which Buyer is entitled to
indemnification, he shall promptly notify Seller in writing of such claim, demand, or
liability, and shall give Seller all relevant information in respect of said claim. Seller shall
then forthwith undertake to defend or settle said claim, and all money expended in such
defense or settlement, together with costs, expenses, and attorneys’ fees, shall be paid by
Seller, and Buyer shall have no liability, obligation, or expense in connection with said
matter.

b. Seller and Buyer intend and agree that if the claim made against Buyer or the
assets is one in respect of which Buyer has the right to indemnification, then the amount
required to dispose of the claim (whether by settlement or payment of a judgment or

‘otherwisé), together with all costs, expenses, and attorneys; fees, based upon or arising
out of said claim, shall be paid by Seller.

15. The Buyer acknowledges that its examination of the items the subject
of this sale is complete and further agrees that he is fully satisfied with the physical:
condition and value of the assets and he shall accept them “as is” at the time of closing
and is not relying upon any representations, information warranty or promises made by
the Seller which are not specifically set forth in this agreement as to the character,
quality, use, value, quantity, condition or other matter related thereto. The Buyer shall
have the right to make a final inspection of the assets at any reasonable time prior to the
closing. Arrangements for said inspection shall be made by the Buyer directly with the
Seller.

16. The. Buyer represents and the Seller relies upon said representation that
‘this transaction was brought about by no broker and the buyer agrees to save the Seller .
harmless from, and bear the cost of defense of, ariy judicially proven claim in a Court of
competent jurisdiction by any other broker or agent for any commission. Seller represent
that no broker has any exclusive right to sell the subject premises except a broker
heretofore identified in this paragraph. The provisions of this paragraph shall survive the
closing of title.

‘17. If the Buyer shall fail to perform any obligation under this agreement,
then this agreement may, at the option of the Seller, be deemed terminated without noticeto the Buyer and all payments received by the Sellers shall be retained by Seller as
liquidated damages, except as otherwise provided in this contract in paragraphs, 8, 11 and
12(6)(2). The Seller and buyer further agree that said sum agreed to be liquidated
damages is based upon the following considerations, which the sellers and the buyer
farther agree would constitute damage to the Seller for any breach by the buyer,
anticipatory or otherwise, because they are incapable of an exact determination of
amount, to wit: the removal of the premises from the market during the period of this
agreement, together with the possibility of | obtaining a new buyer at a greater amount;
and the expense incurred by the Seller, or his agents, including, without limitation,
attorneys’ fees, taxes, mortgage interest, insurance, other items incidental to the
maintenance of the assets and the inconvenience of listing the.same for sale, together
with additional expense in maintenance of the premises and assets while the same are
continued for sale on the market. The provisions of this paragraph shall be-without
prejudice to any other rights of the Seller against the Buyer on account of the Buyer's
default,

18. During the period between the date of this contract and the closing of
the sale, no actions or transactions of any kind, other than in the normal, ordinary, and
regular course of business, shall be entered into by Seller.

19. Specifically excluded from this sale are the following items: (1) cash;
(2) accounts receivable (3) claims receivable; (4) prepaid expenses; (5) all-assets not
specifically listed in Exhibit A.

20. All sums paid on account of this agreement are hereby made liens
thereon, provided such lien shall not continue upon default of the Buyer under the terms
of this agreement. All references herein to any parties, persons, entitiés or corporations
the use of any particular gender or the plural or singular number is intended to include the
appropriate gender or number as the text of the within instrument may require. This
contract constitutes the entire agreement between the parties. No representations or
warranties of any nature have been made by the Seller, and Buyer has not entered into
this contract in reliance upon any representations or warranties, except such as may be.set
forth herein. No variations or modifications of or amendments to the terms of this
agreement shall be binding unless reduced to writing and signed by all the parties hereto.{ C

This agreement shall be binding upon and shall inure to the benefit of the heirs, personal
Tepresentatives, successors, and assigns of the parties. Any notices (including copies)
required urider this agreemeént, shall be mailed, US Mail, postage prepaid, certified, return
teceipt requested as follows or via email or facsimile:

If to the Seller:

David J. Fabrizi

3548 Main Street

Stratford, Ct 06614.

If to the Buyer:
Guiseppe Saverino
12 Terra Road
Plainville, Ct 06062

21. BROKER(S). The parties hereto agree that NO BROKER consummated this sale
and by the SELLER, in reliance on the representation of the BUYER, that no broker or
agent brought the Premises to the BUYER's attention or was, in any way, @ procuring
cause of this sale and purchase. The SELLER represents to the BUYER that no broker or
agent has any exclusive sale or exclusive agency listing on the Premises. The BUYER
(jointly and severally, if more than one) hereby agrees to indemnify and hold harmless
the SELLER against any liability by reason of the claim of any other broker or agent for a
Commission on account of this sale, provided that it is adjudged by a court of competent
jurisdiction that a commission is due by reason of such other broker or agent being the
procuring cause of this sale; said indemnity to include all costs of defending any such
claim, including reasonable attomey's fees. In the event of any such claim, SELLER
shall promptly notify BUYER, and BUYER shall have the right, but not the obligation, to
assume the defense of such claim. The provisions of ‘this paragraph shall survive the

closing.The delivery and acceptance of the documents set forth in paragraph 12 at the
closing and the assets as herein provided shall be deemed to constitute full compliance
by the Sellers with all of the terms, covenants, conditions, and representations contained
herein or connected with this transaction, except any warranties, covenants or the like to
be contained in-this purchase agreement mentioned above, or which expressly are
provided in this agreement to survive delivery of the closing documents set forth in

paragraph 12 or the other terms in this agreement. The law of the State of Connecticut
shall control all | questions relating to the construction, operation, validity, and

performance of | this contract.

IN WITNESS WHEREOF, the parties have set their hands and seals to 3 counterparts
hereof, sess erogtow

the respective signatures appearing below.
Ll one

Robert Sa Sole Soe
Seaside Liquors LLC.STATE OF CONNECTICUT
ss: STRATFORD
COUNTY OF FAIRFIELD
On this the 26th day of May, 2016, before me, David J. Fabrizi, the undersigned

  
 
  

who acknowledged himself to be authorized so to do, executed the foregaipé instrument
for the purposes therein contained, by signing his name to the above

In witness whereof I hereunto set my hand.

 

Commissioner offuperior Court

STATE OF CONNECTICUT
ss: STRATFORD

 
   
   

COUNTY OF FAIRFIELD

On this the 26th day of May, 2016, before me, David J. Fabrizi, the
officer, personally appeared Robert Pambianchi individually who
to be authorized so to do, executed the foregoing instrument for the
contained; by signing his name to the above Contract of Sale.

In witness whereof I hereunto set my hand.STATE OF CONNECTICUT

ss: STRATFORD
COUNTY OF FAIRFIELD c
On this the 26th day of May, 2016, before meGrleaQGhoethe undersigned
officer, personally appeared Guiseppe Saverino bona fide purchaser of Seaside Liquor
“who acknowledged himself to be authorized so to do, executed the foregoing instrument
for the purposes therein coritained, by signing his name to the above Contract of Sale.EXHIBIT A

1. All Shelves

2. All Wine Racks

3. 2 Beer Cooler

4. 1 Wine Cooler

5. 1 Walk in Cooler

6. Cash Register

7. Outdoor illuminated sign

8. Countertops

9. Existing camera and security system
10. Credit Card MachineEXHIBIT B
Allocation of Assets
Fixed Assets $ 25,000.00
Goodwill $120,000.00
Covenant Not to Compete $ 25.000,00
$170,000.00

Additional adjustment will be required for inventory which buyer is purchasing in its
entirety at cost (dollar for dollar) except for this items which are refused by the Buyer,
which is provided for in paragraph 5.Unexpired leases or contracts.

NoneEXHIBIT D
COVENANT NOT TO COMPETE AGREEMENT

By this agreement entered into igh day of, 2016, by and between
Robert Pambianchi (hereinafter referred to as “Seller™) and Guiseppe Saverino
(hereinafter referred to as “Buyer”), in for the consideration of one hundred seventy
thousand ($170,000.00) dollar and other valuable consideration; each to the other in hand
paid, receipt of which is hereby acknowledged by each, the undersigned do hereby agree:

WHEREAS, Seller and buyer are parties to a certain Contract even date herewith,
whereby Buyer has agreed to purchase the-assets and goodwill of the Seller’s liquor store
located at 320 Iranistan Avenue, Bridgeport, CT 06604; ‘

WHEREAS, Buyer is desirous of restricting the competition of Seller in the wine and
liquor business;

NOW, THEREFORE, in and for the consideration recited above and in consideration of
the covenants and agreements contained herein, Seller agrees and covenants with Buyer
that Seller shail not, without the prior written consent of Buyer, directly or indirectly,
anywhere within a 10 mile radius of 320 Iranistan Avenue, Bridgeport, CT 06604, for a
period of three years from the date hereof: (1) form, acquire, finance, assist, support, or
become associated as an employee, agent, partner, shareholder, or otherwise, directly or
indirectly, with or engage in, the wine and liquor business (any such business is
hereinafter referred to as a “Completive Business”); (2) for the purposes of conducting or
engaging in any Competitive Business, call upon, solicit, advise or otherwise do, or.
attempt to do business with any customers of Buyer or take away or interfere or attempt
to interfere with any customer, trade, business or patronage of Buyer. In the event of
breach or threatened breach by Seller, Buyer shall be entitled to an injunction restraining
such a breach or such threatened breach.2. Seller and Buyer intend the covenants of this agreement to be deemed a series of
separate covenants, one for each of the entities set forth in the preamble of this
agreement. If, in any judicial proceeding, a Court shall refuse to enforce any of these
covenants, then such unenforceable covenants shall be deemed eliminated from
provisions hereof for the purposes of such proceeding to the extent necessary to permit
the remaining separate covenants of this agreement to be enforced in such a proceeding.

3. This agreement shall inure to the benefit of Buyer, Buyer’s entities as identified in the
preamble of this agreement, his and their successors and/or assigns and may not be
terminated, amended or modified, except by instrument in writing executed by Buyer and
Seller.

4. The provisions of this agreement shall be construed, and the performance thereof shall
be enforced, in accordance with the laws of the State of Connecticut. The parties hereto
irrevocably and unconditionally submit to the exclusive jurisdiction and venue of the
Courts of the State of Connecticut in the event of any dispute hereunder.

ate
ey Save. *
date " Cae Saverino tetSTATE OF CONNECTICUT
ss: STRATFORD

COUNTY OF FAIRFIELD

On this the 26th day of May, 2016, before me, David J. Fabrizi, the undersigned
officer, personally appeared Robert Pambianchi, sole member of Seaside Liquors LLC
who acknowledged himself to be authorized so to do, executed the foregoing instrument

 

STATE OF CONNECTICUT
: ’ ss: STRATFORD

COUNTY OF FAIRFIELD
On this the 26th day of May, 2016, before me, David J. Fabrizi, the undersigned

 
 
  

contained, by signing his name to the above Contract of Sale.
In witness whereof I hereunto set my hand.

David J. Fabrizi
Commissioner of Superior Court
STATE OF CONNECTICUT
ss: STRATFORD
COUNTY OF FAIRFIELD fs

On this the 26th day of May, 2016, before me, Gancl 0. onaushthe undersigned
officer, personally appeared Guiseppe Saverino bona fide purchaser of Seaside Liquor
who acknowledged himself to be'authorized so to do, executed the foregoing instrument
for the purposes therein contained, by signing his name to the above Contract of Sale.

In witness whereof I hereunto set my hand.

GandraASoboctens f\
| December st, 20/4EXHIBIT E

BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS That, Robert Pambianchi as
sole member of the Seaside Liquors LLC located at 320 Iranistan Avenue, Bridgeport,

-CT 06604 and in consideration of One Hundred Seventy-Thousand ($170,000.00) Dollars

to it, in hand paid by Guiseppe Saverino of Plainville, CT, does grant, bargain, sell,
convey, transfer and deliver unto Guiseppe Saverino, and unto his heirs, assigns-forever
The Company’s good will, inventory, parts, shop, equipment, trade fixtures, good will,
and all the other assets as follows: Covenant not to compete, good will, fixtures, trade
name of Seaside Liquors”.

The allocation of the purchase price will be One Hundred Twenty Thousand
($120,000.00) Dollars for goodwill, Twenty-Five Thousand ($25,000.00) Dollars for
trade name and covenant not to.compete and Twenty-Five ($25,000.00) for fixtures.

TO HAVE AND TO HOLD the same unto the said Guiseppe Saverino unto the
survivor of them and unto such survivor’s heirs, Successors and assigns forever;

AND they do for themselves and their assigns, covenant and agree with the said
Guiseppe Saverino to warrant and defend title to the property sold unto Guiseppe
Saverino and unto them and unto their heirs, successors and assigns, against all and every
person and person whomever.

AND they do for themselves and their assigns warrant and represent to Guiseppe
Saverino that the title conveyed is good, its transfer is rightful and that the goods have
been or shall be delivered free from any security interest or other lien or encumbrance

whatsoever.

IN WITNESS WHEREOF, we have hereunto set our hand and seal, individually
as the sole owner and proprietor of Seaside Liquor, this 26th day of May, 2016.

By
Robert Pambianchi, Member
Seaside Liquors LLC~

STATE OF CONNECTICUT
ss: STRATFORD

COUNTY OF FAIRFIELD
Personally appeared, Robert Pambianchi, individually as sole Member of Seaside Liquors

LLC, signer and sealer of the foregoing instrument, who acknowledged the same to be his
free act and deed, and the free act and deed before me this 26" day of May, 2016,

 

David J. Fabrizi
Commissioner of the Superior Court
STATE OF CONNECTICUT
ss: STRATFORD
COUNTY OF FAIRFIELD

Personally appeared, Robert Pambianchi, individually whose names are signed to
the foregoing certificate, and acknowledge that he executed the foregoing of his own free
act and deed, before me this 26th day of May, 2016.

 

David J. Fabrizi
Commissioner of the Superior CourtEXHIBIT F

CERTIFICATE TERMINATING AND DISCONTINUING
USE OF FICTITIOUS TRADE-NAME,

The undersigned, hereby certifies that it has this day assigned, conveyed, transferred and
set over the fictitious trade-name of “Seaside Liquor” to Guiseppe Saverino, of the City
of Plainville, State of Connecticut, thereby terminating and discontinuing our use of said
fictitious name of “Seaside Liquors”.

- IN WITNESS WHEREOF, we have hereunto set our hands at Stratford,
Connecticut on this 26" day of May, 2016.

Robert Pambianchi

STATE OF CONNECTICUT :
ss: STRATFORD

COUNTY OF FAIRFIELD

Personally appeared, Robert Pambianchi, individually as sole Member of Seaside Liquors
LLC, signer and sealer of the foregoing instrument, who acknowledged the same to be his
free act and deed, and the free act and deed before me this 26th day of May, 2016.

 

David J. Fabrizi
Commissioner of the Superior Court

STATE OF CONNECTICUT

COUNTY OF FAIRFIELD

Personally appeared, Robert Pambianchi, individually whose names are signed to
the foregoing certificate, and acknowledge that he executed the foregoing of his own free
act and deed, before me this 26th day of May, 2016:

ss: STRATFORD

 

David J. Fabrizi
Commissioner of the Superior CourtEXHIBIT 2COMMERCIAL LEASE AGREEMENT

THIS LEASE AGREEMENT made by and between ROBERT PAMBIANCHI,
hereinafter collectively referred to as “Landlord”, and GUISEPPE SAVERINO, 12
Terra Road, Plainville, Ct 06787 hereinafter referred to as.““Tenant”.

11

1.2

13

21

2.3

1. PREMISES:

Landlord is the owner of certain real property located in the City of Bridgeport,
Connecticut, known as 320 Iranistan Avenue, Bridgeport, CT 06604 (the

”).
Landlord hereby leases to Tenant and Tenant hereby rents from Landlord, subject
to all of the terms, covenants, conditions and provisions of this Lease, the
commercial space on the ground floor located at 320 Iranistan Avenue, hereinafter
referred to as the “Premises”. Landlord makes no representations concerning
the specific area of the Premises, and Tenant acknowledges that it has
inspected the Premises and is satisfied in all respects therewith, and accepts
the Premises in “AS IS” condition.
Landlord specifically reserves to itself and excepts from the demise of this Lease
the use of the exterior walls of the building, the roof and the right 'to install,
maintain, alter, use, repair and replace pipes, ducts, conduits and wires leading
through the Premises in locations which will not materially interfere -with
Tenant’s use thereof.

2. TERM

The term of this Lease shall be for a period of Ten (10) years, commencing
July 1, 2016 (the “Commencement Date”) and terminating June 30, 2026 (the
“Termination Date”).

This lease shall terminate on the Termination Date as set forth above without the
necessity of any notice from either Landlord or Tenant to terminate the same.
Tenant here by waives any notice from either Landlord or Tenant to terminate the
same. Tenant hereby waives any notice to vacate or quit the Premises, and
agrees that Landlord shall be entitled to the benefit of all provisions of the law
respecting the summary recovery of possession of the Premises from a Tenant
holding over to the same extent as if statutory notice had been given.

3. BASIC RENTAL

Commencing on the Commencement Date, as rent for the Premises Tenant agrees
to pay Landlord the total rental sum.of Two Hundred Sixty Six Thousand Four
Hundred and 00/100 (266,400.00) Dollars’ for the full term of this Lease,
payable in monthly installments on the first calendar day of each month, in
advance, as follows: (1) for the period commencing on July 1, 2016 through
and including June 30, 2019 , the sum of $2,000.00 per month; (2) for the period32

41

4.2

43

5.1

5.2

5.3

commencing July 1, 2019 through and including June 30, 2022 , the sum of
$2,200.00 per month; and commencing on July 1, 2022 through and’ including
June 30, 2026 , the sum of $2,400.00 per month Said rent is hereinafter referred
toas “Basic Rental”, and shall be payable without demand, deduction, set-off
or receive the monthly Basic Rental due by the tenth (10) day of the calendar
month in which it is due, Tenant shall be liable to pay Landlord an additional sum
equal to five percent (5.00%) of the overdue monthly of each calendar month
that said payment is not paid.

The tenant shall be responsible for real and personal property tax, water and
insurance on the premises

4. COMPLETION AND OCCUPANCY

Landlord offers the Premises for the lease to Tenant in “AS IS” condition and,
subject to the terms hereof, Tenant accepts the Premises as such.

Tenant, by entering into occupancy of any part of the Premises, shall be
conclusively deemed to have ‘agreed that Landlord, up to the time of such
occupancy, had performed all of its obligations hereunder with respect to such
part and that such part was in satisfactory condition as of the date of such
occupancy, unless within ten (10) days after such date tenant shall give written
notice to Landlord specifying he ‘respects in which the same was not in such
condition.

If, by reason of any provision of this Lease, the Basic Rental shall commence on
any day other than the first day of a calendar month, the Basic Rental for such

calendar month shall be prorated.

5. USE

Tenant shall use and occupy the Premises solely for the conduct thereon of a
liquor store selling alcohol, beverages, lottery tickets and tobacco products only
as permitted by state law. No other items may be sold by the Tenant without
Landlord’s prior written consent, which consent may be granted or withheld in
Landlord’s sole and absolute discretion. Tenant shall not use the Premises or any
part thereof, or permit the Premises or any part thereof to be used, for any purpose

-other than the use hereinbefore specifically mentioned.

Tenant covenants and agrees that it shall not do anything which shall, in any way,
impair or interfere with the proper and economical heating, cleaning, air
coriditioning or other sérvice of the Premises or impair or interfere with the-use of
the Property or Premises by, or occasion discomfort, inconvenience or annoyance
to either Landlord or any other occupants of the Property.

In addition to the foregoing, Tenant agrees that its use and occupancy of the
Premises shall not, at any time, be violative of or in contradiction to any Federal,
state, or local laws, ordinances or regulations, and Tenant shall defend and save
Landlord harmless from an and all claims made against landlord thereunder,6.1

71

8.1

( Cc

founded upon alleged action or inaction’ of Tenant on, or in the Premises or the
Pro, :

PAYMENT OF ADDITIONAL RENTAL

In the event said Tenant, or Tenant’s use and occupancy of the Premises, causes,
for any reason whatsoever, any additional charge or increase in the rate of
insurance on the building of which the Premises are a part or the Property, the
Tenant shall, from time to time immediately upon receipt of notice, do whatever
is deemed necessary, and follow whatever recommendations may be made, by the
Landlord or its Agents, or any other duly constituted authorized body, in order
that such additional charge or increase in rate of insurance on the buildi or
the Property so caused by such tenancy, use or occupancy of the Premises or the
Property by the Tenant may be removed, or, in the event conditions are such that
nothing can be done, by way of improvements or otherwise, to remove such extra
and additional charge or increase of rate of insurance on the building or the
Property, or the expense ‘involved is excessive, then the Tenant shall pay the
Landlord as Additional Rental the increased or additional cost of such fire
insurance on the building or the Property. .

7. SECURITY
Landlord acknowledges receipt of the sum of Four Thousand and 00/' 100 Dollars
($4,000.00), which shall be returned to tenant, without interest, on the day

set forth for the expiration of the term herein, provided, however, that Tenant
has fully and faithfully carried out all of the terms, covenants and conditions on
its part to be performed, and which sum shall be held by Landlord as a security
for the full and faithful of Tenant to so perform under the conditions and terms
of this Lease. Landlord may apply security deposit, or so much thereof as may be
necessary, towards the remedying of any condition which an inspection shall
disclose. Nothing hereinabove contained Shall, in any way, limit the right of
Landlord to recover against Tena