Where in the Amorino Area Development Agreement can I find information about governing law?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
XI. APPLICABLE LAW; ENFORCEMENT
11.1 Governing Law.
This Agreement takes effect when accepted and signed by us. Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq or other federal law, this Agreement shall be construed under the laws of the State of Delaware and any dispute between the parties shall be governed by and determined in accordance with the substantive law of the State of Delaware, which laws shall prevail in the event of any conflict of
law. If we move our company headquarters, we shall have the option of determining that the substantive law of the state to which we move will replace all references to Delaware law in this Agreement, or of continuing to have Delaware law apply. If we decide to have the law of the new state apply, we will notify all franchisees of such decision within six months of our move, and the chosen law will apply to all franchisees; except any franchise registration or disclosure law or any franchise relationship law of the new state will only apply where the jurisdictional requirements of the law are otherwise met.
11.2 Mediation.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the governing law for the Area Development Agreement is detailed in Section 11.1 and Section 12.8 under Item 22, "Contracts". This section specifies that, except where federal law like the United States Trademark Act applies, the agreement is to be construed under the laws of Delaware. This means that Delaware law will govern the interpretation and enforcement of the agreement.
Amorino retains the option to change the governing law to that of the state where its company headquarters are located, should they move. If Amorino decides to make such a change, they are obligated to notify all franchisees within six months of the move. The new state's law would then apply to all franchisees, except for franchise registration, disclosure, or relationship laws, which would only apply if the jurisdictional requirements of those laws are met.
For a prospective Amorino Area Developer, this means that initially, any legal disputes or interpretations of the agreement will be subject to Delaware law. However, this could change if Amorino moves its headquarters and decides to adopt the new state's laws. It is important for the Area Developer to stay informed of any such changes, as they could impact their rights and obligations under the agreement.