Does the Amorino franchise agreement allow Amorino to condition its consent to a transfer?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
Amorino will not unreasonably withhold its consent to a transfer of any interest in the Franchised Business, but may, in its sole discretion, condition such consent on satisfaction of any or all of the following:
(1) All of your accrued monetary obligations to Amorino and its Affiliates, and all other outstanding obligations related to the Store shall be up to date, fully paid and satisfied.
(2) You must be in full compliance with this Agreement and any other agreements between you and Amorino, its Affiliates and your suppliers.
(3) You shall have requested consent in writing and delivered to Amorino a completed copy of "Amorino Transfer Disclosure Form", as well as a copy of the proposed transfer agreements, including sale terms, and your lease agreement, at least 30 days prior to the proposed transfer, and Amorino has determined, in its sole and reasonable discretion, that the terms of the sale will not materially and adversely affect the post transfer viability of the Franchised Business.
(4) The transferee must demonstrate to our satisfaction that the transferee meets our educational, managerial and business standards; possesses a good moral character, business reputation and credit rating; has the aptitude and ability to conduct the Franchised Business; has adequate financial resources and capital to operate the Store; resides or is based near the Store, and otherwise satisfies our then current criteria for the selection of franchisees.
(5) You and each of your Principals shall have executed a general release, in a form satisfactory to Amorino, of any and all claims against Amorino and its Affiliates and their respective officers, directors, shareholders, members, equity holders, agents and employees in their corporate/company and individual capacities, including claims arising under federal, state and local laws, rules and ordinances; provided, however, that any release will not be inconsistent with any state law regulating franchising.
(6) The transferee shall have executed Amorino's then-current form of franchise agreement, the terms of which may be materially different than the terms of this Agreement and may include, among other things, a different royalty fee and different advertising obligations.
The term of such agreement shall be the remaining term of this Agreement at the time of transfer, without any rights of renewal.
(7) If the transferee is a Business Entity, then each of the transferee's Principals and their spouse or registered domestic partner shall have delivered to us a guaranty in our then-current standard form of guaranty.
(8) You and all owners shall sign a reaffirmation of all obligation of confidentiality and obligation restrictive competition with Amorino.
(9) The transferee must complete Amorino's then-current initial training program to our satisfaction.
(10) You or the transferee shall have paid the amount specified as the "Transfer Fee" in the Data Sheet plus the reimbursement of our reasonable costs and expenses incurred in connection with the transfer (including legal fees), including our costs to obtain background checks on the transferee and its Principals.
You agree that you shall reimburse us for our reasonable costs and expenses (including legal fees) incurred in connection with the transfer even if the transfer is not ultimately completed.
(11) You and the transferee shall provide and/or sign all other documents and take such other actions as we may reasonably require.
(12) The Store must comply with Franchisor's up to date standards or transferee must present an acceptable remodeling plan to us, subject to our approval.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to the 2025 Amorino FDD, Amorino can condition its consent to a transfer of a franchise. Amorino states that it will not unreasonably withhold its consent to a transfer. However, Amorino may condition such consent if the franchisee satisfies certain requirements.
These conditions include ensuring all monetary and other obligations to Amorino and its affiliates are current, fully paid, and satisfied. The franchisee must also be in full compliance with the franchise agreement and any other agreements with Amorino, its affiliates, and suppliers. Additionally, the franchisee must submit a completed "Amorino Transfer Disclosure Form" along with proposed transfer agreements and the lease agreement at least 30 days before the proposed transfer. Amorino must also determine that the sale terms will not materially and adversely affect the post-transfer viability of the franchised business.
Furthermore, the transferee must meet Amorino's standards for education, management, and business acumen, possess good moral character, business reputation, and credit rating, and demonstrate the aptitude and financial resources to operate the store. Both the franchisee and their principals must execute a general release of claims against Amorino and its affiliates. The transferee must also execute Amorino's current form of franchise agreement, which may have materially different terms, including different royalty fees and advertising obligations. If the transferee is a business entity, its principals must provide a guaranty.
In addition to the above, the franchisee and all owners must sign a reaffirmation of all obligations of confidentiality and obligations restrictive of competition with Amorino. The transferee must complete Amorino's then-current initial training program to Amorino's satisfaction. The franchisee or transferee must pay the transfer fee specified in the Data Sheet, plus reimbursement of Amorino's reasonable costs and expenses, including legal fees and background check costs. Finally, both the franchisee and transferee must provide and sign all other documents and take any other actions reasonably required by Amorino, and the store must comply with Amorino's up-to-date standards, or the transferee must present an acceptable remodeling plan subject to Amorino's approval.