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Plaintiff (widow) sues Defendant (restaurant business) for breach of Shareholders Agreement

FLORIDA RECORD

Tuesday, April 15, 2025

Plaintiff (widow) sues Defendant (restaurant business) for breach of Shareholders Agreement

State Court
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15th Judicial Circuit of Florida | Official Website

Sharon Ghini has taken legal action against a Florida-based corporation, seeking clarity and enforcement of a shareholders agreement that she claims entitles her to a significant stake in the company. On April 4, 2025, Sharon Ghini filed a complaint in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida, against Limoncello Cucina, Inc., alleging that the company failed to honor an agreement concerning the purchase of shares following the death of her husband.

The case revolves around a shareholders agreement executed on August 15, 2005, between Robert F. Ghini, Mario Ghini, and Victor G. Ghini, each holding an equal one-third share in Limoncello Cucina, Inc. Following the deaths of Mario Ghini in 2018 and Robert F. Ghini in 2021, Sharon Ghini inherited her late husband's shares. However, when she requested statutory records from Limoncello Cucina to confirm her rights under the agreement, she was informed by the company's counsel that no such agreements existed. Despite this denial, Sharon discovered a copy of the shareholders agreement among her late husband's documents.

The core issue is whether Limoncello Cucina is obligated to purchase Sharon's inherited shares as stipulated by Section 7 of the shareholders agreement. This section mandates that upon a shareholder's death, their shares must be sold and purchased according to specified terms. Furthermore, Section 9 outlines how these shares should be valued at market price upon sale. Sharon asserts that despite these clear provisions, Limoncello Cucina has not acted to purchase her shares or provided any valuation as required by the agreement.

In response to what she perceives as an unjust situation and breach of contract by Limoncello Cucina, Sharon seeks declaratory relief from the court. She requests a judgment declaring that the shareholders agreement is active and enforceable and that Limoncello Cucina must buy her one-third interest based on its terms. Additionally, she seeks attorney fees and costs associated with pursuing this legal action.

Representing Sharon Ghini are attorneys Timothy O’Neill and Jesse Fulton from Pike & Lustig LLP. The Case ID is: 502025CA003242XXXAMB Div: AK.

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