Does the definition of 'Business Entity' in the Amorino agreement include a natural person?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
- (2) If you are a Business Entity, you represent and warrant to Amorino that: (a) you are duly organized, validly existing and in good standing under the law of the state of your formation; (b) you are duly qualified and authorized to do business in each jurisdiction in which your business activities or the nature of the properties you own requires such qualification; (c) you have full corporate, limited liability company or partnership (as applicable) power and authority to enter into and perform your obligations under this Agreement; (d) ) the execution, delivery and performance of this Agreement by you have been duly and validly authorized by all necessary action, and (e) your organizational and other governance documents will at all times provide that your sole purpose shall be to own and operate the Franchised Business and take such actions that are necessary in connection with such ownership and operation.
- (3) If you are a natural person, you represent and warrant to Amorino that: (a) you are a legal resident of the state set forth in the address in the Data Sheet, and (b) you have the legal capacity to execute and deliver this Agreement and perform your obligations under this Agreement.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
Based on the 2025 Amorino Franchise Disclosure Document, the agreement distinguishes between a 'Business Entity' and a 'natural person'. Specifically, the document outlines separate representations, warranties, and acknowledgements required from the franchisee depending on whether the franchisee is a 'Business Entity' or a 'natural person'.
According to Item 22, if the franchisee is a 'Business Entity', they must represent and warrant that they are duly organized, validly existing, and in good standing under the law of their formation. They must also confirm their authority to enter into and perform obligations under the agreement, and ensure their organizational documents state their sole purpose is to own and operate the franchised business. In contrast, if the franchisee is a 'natural person', they must represent and warrant that they are a legal resident of the state set forth in the Data Sheet and have the legal capacity to execute and deliver the agreement.
This distinction implies that Amorino does not consider a 'natural person' to be included within the definition of a 'Business Entity' for the purposes of the franchise agreement. The agreement treats these two categories as mutually exclusive, with different sets of requirements and representations for each.