What agreement must be executed by both the franchisee and the business entity when transferring an Amorino franchise interest?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
In connection with our providing such consent, you must deliver certain documents and provide evidence to our satisfaction that the Business Entity meets certain requirements, as follows:
- (1) You and such Business Entity must execute our then-current standard form of assignment and assumption agreement in which the Business Entity will agree to be bound by, and to assume and discharge your obligations under, this Agreement, and you agree to remain personally liable under this Agreement.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, when an individual franchisee transfers their interest to a business entity for convenience, both the franchisee and the business entity must execute Amorino's then-current standard form of assignment and assumption agreement. In this agreement, the business entity agrees to be bound by and assume the franchisee's obligations under the franchise agreement. Importantly, the original franchisee remains personally liable under the agreement even after the transfer to the business entity.
This requirement ensures that Amorino has a direct contractual relationship with both the original franchisee and the business entity operating the franchise. By signing the assignment and assumption agreement, the business entity commits to upholding all terms and conditions of the original franchise agreement. The continued personal liability of the original franchisee provides an additional layer of security for Amorino, as they can still hold the individual accountable for the franchise's performance.
This type of transfer is typically done for operational convenience, such as tax or liability purposes. However, Amorino maintains control over who operates its franchises by requiring this agreement and retaining the original franchisee's personal guarantee. A prospective franchisee should carefully review the then-current standard form of assignment and assumption agreement to fully understand the obligations they and their business entity will be undertaking.