Does the Amorino franchise agreement allow Amorino to merge with another Business Entity?
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.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to the 2025 Amorino Franchise Disclosure Document, the franchise agreement does not explicitly prohibit Amorino from merging with another business entity. In fact, the document includes a clause that addresses the franchisee's waiver of claims related to such a merger.
Specifically, the FDD states that the franchisee waives any claims, demands, 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 in the event of a sale, merger, acquisition, or disposition. This waiver includes claims of divided loyalty, breach of fiduciary duty, fraud, breach of contract, or breach of the implied covenant of good faith and fair dealing.
This clause indicates that Amorino retains the right to merge, be acquired, or undergo other similar transactions. While this provides Amorino with flexibility, it also means that a franchisee must accept the risk that the brand could change ownership or direction during the term of their franchise agreement. The franchisee should be aware of this possibility and its implications for their business.