factual

Does the Amorino Area Development Agreement allow assignment to an affiliate?

Amorino Franchise · 2025 FDD

Answer from 2025 FDD Document

7.5 Individual Franchise Agreements

Area Developer shall not execute any Franchise Agreement, or construct or equip any Store with a view to transfer or assign such Franchise Agreement or Store.

7.6 Assignment to Affiliate

Notwithstanding the foregoing, Company shall permit Area Developer to form a new legal entity ("Affiliate") to sign a Franchise Agreement under this Agreement and a lease for a Store to be opened under this Agreement, provided that:

  • (i) The affiliate has the same owners as the area developer holding 51% or more of its property or voting rights, or the affiliate is a directly or indirectly controlled affiliate of the area developer, and the area developer provides written evidence of same;
  • (ii) that the Affiliate expressly assumes in writing for the benefit of Company all rights and obligations of Area Developer under this Agreement and all franchise agreements executed pursuant hereto;

  • (iii) that as of the date of any such assignment, the Area Developer shall have fully complied with all of its obligations to Company, whether under this Agreement or any other agreement, arrangement or understanding with Company;
  • (iv) that Area Developer provides a general release to Company, its owners, officers, directors, and affiliates;
  • (v) that the Area Developer shall pay to Company a transfer fee equal to $1,000 which is reasonably required to cover Company's legal and administrative expenses in connection with this transfer of these rights.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

What This Means (2025 FDD)

According to Amorino's 2025 Franchise Disclosure Document, the Area Development Agreement allows assignment to an affiliate under specific conditions. Amorino will permit the Area Developer to form a new legal entity (Affiliate) to sign a Franchise Agreement and a lease for a store, provided certain requirements are met.

The affiliate must have the same owners as the area developer, holding 51% or more of its property or voting rights, or be a directly or indirectly controlled affiliate. The Area Developer needs to provide written evidence of this relationship. Additionally, the Affiliate must expressly assume all rights and obligations of the Area Developer in writing for Amorino's benefit, under both the Area Development Agreement and all franchise agreements executed under it.

Prior to the assignment, the Area Developer must have fully complied with all obligations to Amorino under any agreement. The Area Developer must also provide a general release to Amorino, its owners, officers, directors, and affiliates. A transfer fee of $1,000 is required to cover Amorino's legal and administrative expenses. Finally, the Area Developer and Affiliate must demonstrate to Amorino's satisfaction that the Affiliate has sufficient capital to fulfill the Franchise Agreement's obligations. This ensures that the affiliate is financially capable of operating the franchise.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.