In 2009, Robert Ciprietti (plaintiff), Diane Bascio, Frank Bascio (defendant), and Louis Bascio (defendant) formed Touch of Italy Salumeria & Pasticceria, LLC (Touch of Italy) (plaintiff), a specialty Italian grocery store in Delaware. Their agreement did not contain a noncompetition clause. Louis eventually decided to leave Touch of Italy and withdrew as a member. Louis allegedly told the other members that he was moving to another state to open a business and that he would not compete with Touch of Italy. However, 10 weeks after Louis withdrew from Touch of Italy, Louis and Frank formed Bascio Bros. Italy, LLC (Bascio Bros), which opened a competing Italian grocery store doing business as Frank and Louie’s Italian Store (Frank and Louie’s). Frank and Louie’s was on the same block as Touch of Italy. Ciprietti and Touch of Italy filed suit against Louis and Frank to enjoin them from operating Frank and Louie’s. The plaintiffs alleged that Louis had breached his fiduciary duties to Touch of Italy by acting in bad faith to make plans to open a competing business while still working for Touch of Italy.