Where in the Amorino Area Development Agreement can I find information about arbitration?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
11.3 Arbitration.
- (1) Except as otherwise provided in this Agreement, if the mediation is not successful, any controversy, claim, cause of action or dispute arising out of, or relating to any of your Stores or this Agreement including, but not limited to (i) any claim by you, or any person in privity with or claiming through, on behalf of or in the right of you, concerning the entry into, performance under, or termination of, this Agreement or any other agreement entered into by Franchisor, or its subsidiaries or affiliates, and Area Developer, (ii) any claim against a past or present employee, officer, director or agent of Franchisor, (iii) any claim of breach of this Agreement, and (iv) any claims arising under state or federal laws, shall be submitted to final and binding arbitration as the sole and exclusive remedy for any such controversy or dispute. Unless, prohibited by applicable law, and except with respect to claims for payment defaults, any claim shall be made by filing a written demand for arbitration within one (1) year from the date on which Franchisor or Area Developer knew or should have known, in the exercise of reasonable diligence, of the conduct, act or other event or occurrence first giving rise to the claim; otherwise, the right to any remedy shall be deemed forever waived and lost. Persons in privity with or claiming through, on behalf of or in the right of Area Developer and Franchisor include, but are not limited to, spouses and other family members, heirs, executors, representatives, successors and assigns.
- (2) The right and duty of the parties to this Agreement to resolve any disputes by arbitration shall be governed exclusively by the Federal Arbitration Act, as amended, and arbitration shall be conducted pursuant to the then-prevailing Commercial Arbitration Rules of the AAA. The arbitration shall be held at the office of the AAA in New York County, New York. Any dispute as to the arbitrability of any controversy, claim, cause of action or dispute shall also be determined by arbitration.
- (3) One arbitrator shall be selected from a panel of neutral arbitrators provided by the AAA and shall be chosen by the striking method. The fees and expenses of the proceeding may be awarded by the arbitrator to the prevailing party. If not so awarded, the parties shall
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the details regarding arbitration are found in Section 11.3 of Item 22, which covers contracts within the Area Development Agreement. This section stipulates that if mediation fails to resolve a dispute, any controversy, claim, or cause of action related to the Area Development Agreement or any of the franchisee's stores must be submitted to binding arbitration. This includes claims by the franchisee, claims against Amorino's employees, breach of contract claims, and claims arising under state or federal laws.
The arbitration process, as outlined in the FDD, is governed by the Federal Arbitration Act and follows the Commercial Arbitration Rules of the AAA (American Arbitration Association). The arbitration proceedings will take place at the AAA office in New York County, New York. Furthermore, any disputes regarding the arbitrability of a claim will also be determined through arbitration.
It is important to note that any claim must be filed within one year from the date the franchisee knew or should have known about the event giving rise to the claim, unless prohibited by applicable law or related to payment defaults. Failure to file within this timeframe results in a waiver of any remedy. The arbitrator, selected from a panel provided by the AAA, has the authority to award the fees and expenses of the proceeding to the prevailing party; otherwise, the parties will bear their own costs. This clause ensures that disputes are resolved through a structured and legally binding process, offering a predictable framework for conflict resolution.