What is the effect of the Virginia Amendment on the rest of the Amorino Franchise Agreement?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
all have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise."
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- Reaffirmation of Agreement. Except as expressly amended hereby, the provisions of the Franchise Agreement are and will remain in full force and effect and nothing in this Amendment will be construed as a waiver of any of the rights or obligations of the parties under the Franchise Agreement. The terms and provisions of the Franchise Agreement are incorporated by reference in this Amendment as if set forth herein.
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- Counterparts. This Amendment may be executed in one or more counterparts, (including by facsimile or .pdf copies of original signatures), each of which counterparts shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment to Area Developer Agreement on the dates set forth below.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to the 2025 Amorino FDD, the Virginia Amendment modifies specific sections of the standard franchise agreement to comply with Virginia law, but otherwise leaves the original agreement intact. The amendment addresses franchisee rights, termination conditions, and legal waivers within the state of Virginia.
Specifically, the Virginia Amendment ensures that no statement or acknowledgment signed by a franchisee can waive claims under Virginia franchise law, including claims of fraud. It also modifies Item 17(h) to reflect that Amorino cannot terminate a franchise in Virginia without reasonable cause, as defined by the Virginia Retail Franchising Act. Additionally, the amendment alters the "Summary" section of Item 17(d) regarding termination by the franchisee, stating that the franchisee may terminate the agreement on any grounds available by law.
Beyond these specific changes, the Virginia Amendment explicitly reaffirms that all other provisions of the original Amorino Franchise Agreement remain in full force and effect. This means that unless a section is specifically amended by the Virginia addendum, all other terms, conditions, obligations, and rights outlined in the original agreement continue to apply to the franchisee. This ensures that the franchise agreement remains consistent and enforceable, with the Virginia Amendment serving only to address specific legal requirements within the state.
Prospective Amorino franchisees in Virginia should carefully review both the standard franchise agreement and the Virginia Amendment to fully understand their rights and obligations. It is also advisable to seek legal counsel to ensure a complete understanding of how Virginia law impacts the franchise relationship.