Are Amorino's affiliates, officers, directors, managers, members, partners, shareholders, independent contractors, and employees liable in proceedings commenced by the franchisee?

According to Amorino's 2025 Franchise Disclosure Document, franchisees acknowledge that they can only seek damages or remedies against Amorino's business entity. The franchise agreement explicitly states that Amorino's affiliates, along with their respective officers, directors, managers, members, partners, shareholders, independent contractors, and employees, will not be held liable. Furthermore, these individuals and entities cannot be named as parties in any proceeding initiated by the franchisee if the claim arises from or relates to the franchise agreement. This provision aims to protect these individuals and entities from direct liability related to the franchise agreement.

This clause is significant for prospective Amorino franchisees as it limits their legal recourse in case of disputes or damages. Franchisees can only pursue claims against the Amorino business entity itself, and not against its affiliates or the individuals associated with them. This limitation could affect the potential recovery of damages, as the franchisee is restricted to the assets and resources of the specific business entity.

Such limitations of liability are relatively common in franchising, as franchisors often seek to protect their related parties from direct liability stemming from the actions or omissions of the franchised business. However, franchisees should carefully consider the implications of this provision and understand the extent to which their legal options are limited. It is advisable to seek legal counsel to fully understand the risks and benefits associated with this clause before entering into a franchise agreement with Amorino.

Prospective franchisees should consider this clause in light of other provisions in the franchise agreement, such as those related to indemnification and dispute resolution. Understanding the interplay between these clauses is crucial for assessing the overall legal and financial risks associated with the Amorino franchise. Franchisees should also inquire about the corporate structure of Amorino and its affiliates to better understand the potential limitations on liability and the resources available to address any claims.