What is the definition of 'Franchise Agreement' in the context of the Virginia Amendment to the Amorino Franchise Agreement?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
Franchisor has signed or intends to sign a franchise agreement with Franchisee (the "Franchise Agreement"), under which Franchisor grants to Franchisee certain rights with regard to the development and operation of an Amorino Store (all capitalized terms used but not defined herein shall have the meanings set forth in the Franchise Agreement). Before allowing Covenantor to have access to the Confidential Information (defined below), and as a material requirement necessary to protect Franchisor's proprietary rights in and Franchisee's right to use the Confidential Information, Franchisor and Franchisee require that Covenantor enter into this Agreement.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the term 'Franchise Agreement' is referenced within the context of amendments specific to Virginia. These amendments address franchisee rights under Virginia law, particularly concerning waivers and disclaimers. The Virginia Amendment to the Franchise Agreement ensures that no statement or acknowledgment signed by a franchisee can waive claims under Virginia franchise law, including fraud in the inducement, or disclaim reliance on statements made by Amorino or its representatives. This provision takes precedence over any conflicting terms in other documents related to the franchise.
Furthermore, the amendment clarifies that any grounds for default or termination stated in the franchise agreement must constitute 'reasonable cause' as defined by the Virginia Retail Franchising Act. If any provision does not meet this standard, it may not be enforceable. This offers additional protection to franchisees against potentially unfair termination practices. The Initial Area Development Franchise Fee is due when Amorino has completed its pre-opening obligations under the franchise agreement for the first location.
In essence, the Virginia Amendment seeks to strengthen franchisee protections by ensuring compliance with Virginia's franchise laws and preventing franchisees from inadvertently waiving their rights. Prospective Amorino franchisees in Virginia should carefully review these amendments to understand their rights and obligations under the franchise agreement, as modified by state law.