NEW HAVEN — Selling a famous pizzeria is not easy.
The prospective sale of Sally's Apizza on Wooster Street has generated two lawsuits after the owners turned down a $3.1 million offer, with the decision on one of the suits now before the Connecticut Appellate Court.
Attorney Hugh Keefe and some of his relatives figure in the complex story, as does a longtime city business and a popular restaurant. And Frank Pepe's Pizzeria Napoletana, a friendly rival with familial connections to Sally's, was one of the losing bidders, according to documents.
So far the search for a buyer has involved seven attorneys from four law firms, and it has been more than two years since the process began.
The dispute in the first suit goes back to discussion of a partnership among six people in November 2013; the group referred to themselves as Al Dente LLC, the phrase used to describe pasta when it is cooked to the right degree of "toothiness."
One part of the first court suit was over whether Al Dente LLC had legally firmed up as a partnership when Carmine Capasso submitted a $3,133,000 bid for the iconic pizzeria, topping Pepe's by $83,000 in the second and— what Capasso considered to be the final —round of bidding, according to court filings.
Brothers Richard and Robert Consiglio and sister Ruth Consiglio put the pizzeria on the market sometime after their mother, Flo Consiglio, died in September 2012.
Richard Consiglio, approached as he came to work at Sally's Friday evening, had no comment on the effort to sell the popular pizzeria.
In addition to Capasso, who is the president of G.L. Capasso, and his brother Vincenzo Capasso, vice president of the 40-year-old structural restoration company, the other original Al Dente members were attorney Tara Knight, wife of Keefe; her sister, Kristen Keslow and her husband, Marc Keslow; and Guiseppe DeLucia, one of the owners of Portofino's Restaurant in New Haven.
The six hired the law firm of Brenner, Saltzman & Wallman and were represented by attorneys Jennifer Deakin and Samuel Hurwitz when acting as Al Dente LLC, but not as individuals. Al Dente was described as a "to-be-formed Connecticut limited liability company."
Flo Consiglio and her husband, Salvatore "Sally" Consiglio, founded the low-key pizzeria, famous for its thin-crust tomato pies, in 1938 in the city's Little Italy area, serving generations of families; Salvatore died in 1989.
The initial round of bids, according to documents, generated six potential buyers, who submitted prices ranging from $1 million to $2.8 million. In the second round, it was only Al Dente LLC and Pepe's who weighed in.
Ken Berry, chief executive officer of Frank Pepe's Development Co. LLC, said he didn't realize they were the second-highest bidder at that point, but in any event, they have not submitted any bids since 2014.
"For us, it's all kind of a dead issue," Berry said.
Pepe's has successfully expanded its locations throughout Connecticut, New York state and most recently, Massachusetts. Frank Pepe started his business in 1925; it is now run by a third generation of the family. Sal Consiglio, Frank Pepe's nephew, opened Sally's Apizza with Pepe's blessing, according to Gary Bimonte, Frank Pepe's grandson, who is helping to expand Pepe's nationally.
The proposed contract from Al Dente LLC for Sally's Apizza, dated Dec. 3, 2013, covered the purchase of the real estate at 237 and 245 Wooster St., which is the location of the business and an adjacent parking lot at Wooster and Olive streets that is named for the famous local couple.
The price also included the inventory, the rights to the Sally's Apizza name, and all the equipment, including the coal-fired pizza oven.
The proposed contract had Richard and Robert Consiglio entering a four-month transition period of 24 hours a week at $50 an hour to educate and train the new buyer as to the operation of the business and preparation of all the menu items.
It also required a seven-year non-compete clause that included immediate family members with a geographic scope that covered Connecticut, all of New England, New York and New Jersey.
After negotiations with the Consiglios, it was amended and submitted on May 14, 2014, as the final bid to reflect the requests of the family, according to court documents.
It covered such things as giving Ruth Consiglio a license to maintain and harvest the grapevine between the restaurant and the Episcopal Church of St. Paul & St. James. Capasso also agreed that Al Dente would pay $50,000 to the siblings for each additional Sally's location that was opened within the next 15 years.
Ultimately, the Consiglios did not counter-sign the proposed contract signed by Carmine Capasso, and Capasso's deposit check for $333,000, submitted on May 14, 2014, was later returned to him.
Al Dente LLC wasn't officially incorporated until May 14, 2014, when Hurwitz filed the LLC with the Secretary of the State's Office.
Capasso and Al Dente sued the Consiglios on Aug. 10, 2014, claiming breach of contract and one count of violation of the Connecticut Unfair Trade Practices Act when the property was not conveyed.
They are represented by attorney Laurence V. Parnoff of Bridgeport. Parnoff said his case is based on a July 8, 2014, letter from Deakin where she claims the brothers agreed with Capasso's terms that he would not participate in the second round of bids if they were not sealed and if the bidding could be reopened. She said Al Dente did not want its bids used as a basis to negotiate a higher price later on.
Deakin, in the letter, said on May 14, 2014, the same day Capasso submitted the amended proposed contract, that Robert Lynch, a partner with Keefe, called her office. According to Deakin's letter, Lynch said the Consiglios wanted to explore other offers and that Ruth Consiglio wished to sell to Pepe's, "but that Sally's would come back to Al Dente to see if it would be willing to match any higher offers they may receive."
Parnoff said Capasso was not contacted to match any higher offers and he questioned if there ever were any. Deakin, in her letter, said there were at least two higher offers.
It gets more complicated.
In an Aug. 26, 2014, letter, Tara Knight, Marc Keslow, Kristen Keslow and Alphonse DeLucia indicated that they had voted not to join Capasso's suit and that he could not sue on behalf of Al Dente LLC.
The original list of members in Al Dente included Guiseppe DeLucia, not Alphonse DeLucia, but Knight said as representatives of Portofino's, the pair shared membership in Al Dente.
Knight said Capasso dissolved the original Al Dente LLC and reformulated it with his brother, Vincenzo Capasso.
"I'm surprised she said that," Parnoff said.
On Aug. 10, 2015, Judge Matthew Frechette granted the Consiglios' motion for summary judgment, dismissing Capasso's claims, ruling the proposed contract was never signed by the owners of Sally's and the high bid gave Al Dente only the right to negotiate.
Parnoff, in his challenge to the summary judgment ruling, noted that Capasso, in an affidavit, said Knight said that her husband, Keefe, was the sales representative/broker for Sally's working for a commission contingent on the purchase price.
"That is totally false," Knight said in a phone interview. She said he was the attorney for Sally's. Keefe characterized Capasso's statement as "an allegation."
The Lynch, Traub, Keefe & Errante law firm represented the Estate of Flora (Flo) Consiglio, as well as Richard and Robert Consiglio in the suit with Robert Lynch signing much of the correspondence and Keefe authoring several briefs.
Attorney Lawrence J. Greenberg of Bernblum and Greenberg represented Ruth Consiglio.
Capasso has said, according to court documents, that Knight, the Keslows and the DeLucias were investors.
The summary judgment ruling is now on appeal. Parnoff said questions of fact remain; both Keefe and Parnoff predict they will prevail in their efforts at the higher court level.
Complicating the sale further is a second suit that has been filed in the case, with Richard and Robert Consiglio suing Carmen Capasso and Al Dente LLC, as now incorporated, charging them with vexatious litigation, abuse of process and tortious interference with a business expectancy.
The Consiglios say that after negotiations with Capasso failed, he became aware that a sale was pending to a separate buyer. They accuse him of carrying out his suit only to stall the sale of Sally's Apizza to someone else and, as an attorney, he should have known he did not have a case.
They further charge that Al Dente LLC has only two members, Carmen and Vincenzo Capasso, and they incorporated only to sue Sally's owners. The Consiglios are seeking compensatory and punitive damages.
Information from: New Haven Register, http://www.nhregister.com