In the Amorino agreement, what state determines which days banks are not open for business?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
All payments required by this Agreement shall be paid by the date we specify as the due date for such payment (the "Due Date").
If the Due Date falls on a date that is not a Business Day, then payment shall be due on the next Business Day following the Due Date.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to the 2025 Amorino FDD, the franchise agreement states that if a payment due date falls on a day that is not a "Business Day", the payment is due on the next business day. The agreement does not specify which state's definition of a "Business Day" applies for determining bank holidays. This means that the determination of which days banks are not open for business, and therefore not considered a business day, is not explicitly defined within the franchise agreement itself.
As the franchise agreement does not specify which jurisdiction's definition of a business day applies, there is potential for ambiguity. For instance, if a franchisee is located in California but Amorino's headquarters are in New York, it is unclear whether California or New York state holidays would be used to determine a "Business Day".
To clarify this, a prospective Amorino franchisee should seek explicit clarification from the franchisor regarding which state's banking holidays will govern the payment schedule. This clarification should ideally be documented in writing to avoid potential disputes in the future.