For Amorino disputes not resolved through mediation, what is the exclusive remedy?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
C. Arbitration.
- (1) Except as otherwise provided in this Agreement, if the mediation is not successful, any controversy, claim, cause of action or dispute arising out of, or relating to your Store or this Agreement including, but not limited to (i) any claim by either party, or any person in privity with or claiming through, on behalf of or in the right of either party, concerning the entry into, performance under or termination of this Agreement or any other agreement entered into by Franchisor, or its subsidiaries or affiliates, and Franchisee, (ii) any claim against a past or present employee, officer, director or agent of either party, (iii) any claim of breach of this Agreement, and (iv) any claims arising under state or federal laws, shall be submitted to final and binding arbitration as the sole and exclusive remedy for any such controversy or dispute.
Unless, prohibited by applicable law, and except with respect to claims for payment defaults, any claim shall be made by filing a written demand for arbitration within one (1) year from the date on which Franchisor or Franchisee knew or should have known, in the exercise of reasonable diligence, of the conduct, act or other event or occurrence first giving rise to the claim; otherwise, the right to any remedy shall be deemed forever waived and lost.
Claims by Franchisor regarding payment defaults may be made at any time within the applicable legal statute of limitations.
Claims allegedly in defense against claim for payment are barred if not made within the one-year period referred to above.
Persons in privity with or claiming through, on behalf of or in the right of Franchisee and Franchisor include, but are not limited to, spouses and other family members, heirs, executors, representatives, successors and assigns.
- (2) The right and duty of the parties to this Agreement to resolve any disputes by arbitration shall be governed exclusively by the Federal Arbitration Act, as amended, and arbitration shall be conducted pursuant to the then-prevailing Commercial Arbitration Rules of the AAA.
The arbitration shall be held at the office of the AAA in New York County, New York.
Any dispute as to the arbitrability of any controversy, claim, cause of action or dispute shall also be determined by arbitration.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, if mediation is unsuccessful in resolving a dispute, the sole and exclusive remedy is final and binding arbitration. This arbitration covers any controversy, claim, cause of action, or dispute arising from the franchise agreement or the franchisee's store. This includes claims related to the agreement's entry, performance, or termination, claims against employees or agents of either party, breach of contract claims, and claims arising under state or federal laws.
This means that a franchisee cannot pursue a lawsuit in court for these types of disputes unless otherwise specified in the agreement. Instead, they must submit to arbitration, where a neutral arbitrator will make a decision that is legally binding on both parties. This process is intended to be a faster and more cost-effective way to resolve disputes compared to traditional litigation.
However, there are some exceptions. Claims related to payment defaults are not subject to this arbitration requirement and can be pursued within the applicable legal statute of limitations. Additionally, any claim must be made within one year from when the franchisee knew or should have known about the event giving rise to the claim, or the right to any remedy is waived. The arbitration will be governed by the Federal Arbitration Act and conducted according to the Commercial Arbitration Rules of the AAA, held in New York County, New York. Any disputes regarding the arbitrability of a claim will also be determined through arbitration.
This arbitration clause has significant implications for prospective Amorino franchisees. It limits their legal recourse to arbitration for most disputes, potentially affecting their ability to seek certain remedies or appeal unfavorable decisions. Franchisees should carefully consider the implications of this clause and consult with legal counsel to understand their rights and obligations under the franchise agreement.