A former co-owner of a Bedford Hills car dealership is suing his partners for $2 million, claiming they cut him out of the sale of the business.
Scott R. Caroll said his partners refused to give him his share when they sold Arroway Chrysler-Dodge Jeep-Ram last year, “substantially below fair-market value,” for $2.8 million.
He sued Louis Roberti Jr., Diamond Properties LLC, Albright Equities LLC and Charles V. Martabano on May 4 in Westchester Supreme Court.
Arroway Bedford Hills LLC was formed in 2011. Roberti owned 35 percent; Caroll, 20 percent; James Diamond, 17.5 percent; Todd Albright, 17.5 percent; and Martabano, 10 percent.
Caroll claims that relations began to deteriorate early last year as Roberti was seeking more investment in the company. Caroll was skeptical, the complaint states, because he believed Roberti was experiencing financial hardship with another business.
He proposed buying out Diamond and Albright, to gain control of Arroway, according to the complaint, but they were insulted by the idea.
Last July, Roberti sent Caroll a copy of an agreement to sell Arroway to Odo Cars LLC for $2.8 million.
Odo is managed by Vincent P. Odoardi of Yorktown Heights, who, according to his LinkedIn profile, was general manager of Rockland Chrysler Jeep Dodge.
Odo had just sold a dealership similar to Arroway for $16 million, the complaint states, so Caroll refused to sign the sales agreement until he could review Arroway’s financial records.
He claims he was never allowed to see the records, perform a proper due diligence inquiry or attend the deal closing in December.
Caroll alleges that his former partners violated their operating agreement by not allowing him to examine or audit the books, vote on the deal or receive his share of the proceeds.
He accuses them of breach of contract, breach of fiduciary duty and breach of an implied covenant of good faith and fair dealing. He is asking for $2 million in damages and demanding an accounting of Arroway’s books.
Caroll is represented by Stephen A. Florek III of West Harrison.