Can Amorino delegate its rights or duties under the Franchise Agreement?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
(3) With regard to any assignment permitted under Section 15.A(1) and any sale, merger, acquisition, disposition or action permitted under Section 15.A(2), you expressly and specifically waive any claims, demands or damages arising from or related to the loss of association with or identification of: CPUSA, LLC as the Franchisor under this Agreement, the "Amorino" name, the Proprietary Products, the Proprietary Marks (or any variation thereof) and the System, and you specifically release and waive any and all other claims, demands or damages arising from or related to such assignment, sale, merger, acquisition, disposition or other action, including any claim of divided loyalty, breach of fiduciary duty, fraud, breach of contract or breach of the implied covenant of good faith and fair dealing.
(4) You expressly acknowledge that nothing contained in this Agreement shall require us or any of our Affiliates to remain in the gelato and sorbet business or to offer the Amorino Products and Services associated with the System (including the Proprietary Products), whether or not bearing the Proprietary Marks, in the event that we exercise our rights under this Section 15 to assign our rights in this Agreement.
B.
Transfer by Franchisee.
Amorino is entering into this Agreement in reliance upon your singular personal skills and qualifications, or if you are a Business Entity, upon the singular personal skills and qualifications of your Principals.
Accordingly, except for a transfer to a Business Entity owned by you in the manner described in Section 15.C, you may not assign or transfer this Agreement or any rights or obligations under this Agreement, whether in whole or in part, voluntarily or involuntarily, by operation of law (including as a result of bankruptcy, divorce, death or disability).
Any transfer, except for a transfer to a Business Entity by you in the manner described in Section 15.C, is subject to our right of first refusal.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, Amorino can assign its rights under the franchise agreement. Section 15.A(1) and 15.A(2) discuss conditions under which Amorino can undertake an assignment, sale, merger, acquisition, or disposition.
As part of this, the franchisee waives claims or damages related to the loss of association with CPUSA, LLC as the Franchisor, the "Amorino" name, the Proprietary Products, the Proprietary Marks, and the System. The franchisee also releases Amorino from claims related to the assignment, sale, merger, acquisition, or disposition, including claims of divided loyalty, breach of fiduciary duty, fraud, breach of contract, or breach of the implied covenant of good faith and fair dealing.
Furthermore, the franchise agreement does not require Amorino or its affiliates to remain in the gelato and sorbet business or to offer Amorino Products and Services, even those associated with the Proprietary Marks, if Amorino chooses to assign its rights under Section 15 of the agreement. This means that a change in ownership or business focus by Amorino could significantly alter the franchise's operations and offerings.
In contrast, the franchisee's ability to assign or transfer the agreement is heavily restricted, reflecting Amorino's reliance on the franchisee's personal skills and qualifications. The franchisee generally cannot assign the agreement, except for a transfer to a business entity they own, and even that is subject to Amorino's right of first refusal. This highlights a key difference in the flexibility afforded to Amorino versus the franchisee regarding the transfer of rights and obligations under the agreement.