Rupari sues Roma, Ruprecht for alleged breach of license agreement

By Caroline Salls

Pittsburgh, May 16 – Rupari Holding Corp. Chapter 11 case debtor Rupari Food Services, Inc. filed a lawsuit Tuesday against Roma Dining, LLC, Romacorp., Inc. and Ruprecht Co. in connection with the Roma parties’ allegedly improper replacement of Rupari in a license agreement, according to a filing with the U.S. Bankruptcy Court for the District of Delaware.

Rupari said its exclusive licensing rights in the agreement with Roma are property of the estate as a legal interest of the debtor.

“After learning of Rupari’s fragile economic condition in advance of the impending bankruptcy, Roma attempted to terminate the parties’ exclusive licensing agreement under a variety of baseless pretenses,” Rupari said in the lawsuit.

Rupari said it rejected the attempted termination and continues its performance under the licensing agreement. However, Rupari said it has learned that Roma’s invalid termination “was part of a larger scheme to replace Rupari with another licensee.”

After the automatic stay imposed by Rupari’s bankruptcy filing was put in place, the company said Roma announced publicly that it had signed a “breakthrough agreement” with a new partner, defendant Ruprecht.

According to the lawsuit, the new license agreement allows Ruprecht to sell the same products as Rupari in the same territory.

Rupari said it put Roma and Ruprecht on notice of their violation of the stay order on May 11 and demanded that the defendants immediately cease and desist their violation.

“Roma’s grant of a license to Ruprecht constitutes a breach of the exclusive rights already granted to Rupari under a May 1, 2007 license agreement,” the lawsuit said.

“Moreover, Roma’s misappropriation of the estate’s assets is a willful disregard of the automatic stay and the cause of serious damages to the estate.”

Specifically, Rupari said the alleged breach of the license agreement will cause it irreparable harm in the form of loss of goodwill, as well as damages in the form of lost sales.

In addition, Rupari said it has been deprived of the benefit of its significant investment over the course of a decade of marketing and promoting the products covered by the license agreement, and “the defendants have been unjustly enriched by these very same investments.”

Rupari said it is seeking compensatory and punitive damages as well as recovery of its costs and attorneys’ fees.

South Holland, Ill.-based Rupari is a culinary supplier of uncooked and ready-to-eat sauced and unsauced ribs, barbeque pork and barbeque chicken. The Chapter 11 case number is 17-10793.

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