Is the Amorino Area Development Agreement binding on the successors and assigns of the Company?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
oper shall be responsible for the travel and loading costs of such managers to attend such training at Company's headquarters or designated Store.
VII. ASSIGNABILITY AND SUBFRANCHISING
7.1 Assignability by Company
Company shall have the right to assign this Agreement, or any of its rights and privileges hereunder to any other person, firm or corporation without Area Developer's prior consent; provided that, in respect to any assignment resulting in the subsequent performance by the assignee of the functions of Company, the assignee shall expressly assume and agree to perform such obligations.
7.2 No Subfranchising by Area Developer
Area Developer shall not offer, sell, or negotiate the sale of Amorino franchises to any third party, either in Area Developer's own name or in the name and on behalf of Company, or otherwise subfranchise, share, divide or partition this Agreement, and nothing in this Agreement will be construed as granting Area Developer the right to do so.
7.3 Assignment by Area Developer
(a) This Agreement has been entered into by Company in reliance upon and in consideration of the singular personal skill, qualifications and trust and confidence reposed in Area Developer or, in the case of a corporate or partnership franchisee, the principal officers or partners thereof who will actively and substantially participate in the ownership and operation of the Franchised Business.
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 is assignable by Amorino to another person, firm, or corporation without the Area Developer's prior consent. However, if the assignment results in the assignee performing Amorino's functions, the assignee must expressly assume and agree to perform such obligations. This means that if Amorino sells the franchise system, the new company (assignee) takes on Amorino's responsibilities outlined in the Area Development Agreement.
This clause protects the Area Developer because it ensures that the obligations Amorino has to the Area Developer will continue to be met by any successor. The Area Developer needs to be aware that Amorino can assign the agreement without their consent.
Conversely, the Area Developer's ability to assign the agreement is highly restricted. Amorino enters the agreement based on the Area Developer's specific skills and qualifications. The Area Developer cannot assign or transfer their interest in the agreement without Amorino's prior written consent, which Amorino may withhold for any reason. Any attempt to assign or transfer the agreement without Amorino's consent is considered void. This protects Amorino, ensuring that the Area Developer cannot simply hand off their responsibilities to an unqualified party.