How are capitalized terms defined in the Amorino agreement if not defined in the body of the agreement?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
Unless otherwise defined in this body of this Agreement, capitalized terms shall have the meanings set forth below:
(1) "Affiliate" means with respect to any specified person or Business Entity, any other person or Business Entity which is controlled by, controlling or under common control with, such specified person or Business Entity.
(2) "Business Day" means each day other than a Saturday, Sunday, U.S. holiday or any other day on which banks are not open for business in the State of Delaware.
(3) "Business Entity" means any corporation, proprietorship, firm, limited liability company, partnership, trust, association or other entity.
The foregoing definition shall not include a natural person.
- (4) "Force Majeure Event" means a hurricane, tornado, typhoon, flooding, lightning, blizzard, unusually severe weather event, natural catastrophe or other act of God; war, terrorist act, riot or other civil disturbance; or other similar calamitous event which could not, by the exercise of reasonable diligence, have been avoided or prevented; provided, however, that neither an act or failure to act by a government authority, nor the performance, nonperformance, or exercise of rights by your landlord, lender, contractor, or other person or Business Entity shall qualify as a Force Majeure Event unless such act, failure to act, performance, non-performance, or exercise of rights resulted from a Force Majeure Event.
Your financial inability to perform or your insolvency is not a Force Majeure Event.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, any capitalized term not specifically defined within the body of the franchise agreement itself will have the meaning as defined in Section 21.F of the agreement. This is a common legal drafting technique to avoid repetition and keep the main body of the contract more concise.
Section 21.F provides definitions for several terms used throughout the agreement. These include "Affiliate," which refers to any person or business entity controlled by, controlling, or under common control with a specified person or entity. "Business Day" is defined as any day other than a Saturday, Sunday, U.S. holiday, or any day banks are closed in Delaware. A "Business Entity" is defined as any corporation, proprietorship, firm, limited liability company, partnership, trust, association, or other entity, but does not include a natural person.
The section also defines "Force Majeure Event" as events such as natural disasters, war, terrorist acts, riots, or other similar calamitous events that could not have been avoided with reasonable diligence. However, it specifically excludes financial inability or insolvency, or actions by landlords, lenders, contractors, or other persons unless those actions resulted from a Force Majeure Event.
For a prospective Amorino franchisee, it's crucial to carefully review Section 21.F to understand the precise legal meaning of these capitalized terms, as they can significantly impact the interpretation and enforcement of the franchise agreement. Understanding these definitions is essential for comprehending the rights and obligations outlined in the agreement.