Does the Amorino franchise agreement allow for a transfer by operation of law?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
us the reimbursement of our reasonable costs and expenses (including legal fees) incurred in facilitating the transfer.
- D. Transfers Void. Any purported transfer, by operation of law or otherwise, made without Amorino's prior written consent will be considered null and void and will be considered a material breach of this Agreement.
- E. Transfer Upon Death or Incapacitation. Upon the death or permanent incapacity (mental or physical) of any person with a majority or controlling interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business, the executor, administrator, or personal representative of such person shall transfer such interest to a third party approved by Amorino within six months after such death or mental incapacity. Such transfers, including transfers by devise or inheritance, shall be subject to the same.
- F. Non-Waiver of Claims. Amorino's consent to a transfer shall not constitute a waiver of any claims it may have against the transferring party, and it will not be deemed a waiver of Amorino's right by the transferee to demand strict compliance with any of the terms of this Agreement, or any other agreement to which Amorino and the transferee are parties.
- G. Right of First Refusal. Any assignment or transfer of this Agreement, or any interest herein, except for a transfer to a Business Entity by you as an individual in the manner described in Section 15.C, shall be subject to Franchisor's right of first refusal with respect thereto.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to the 2025 Amorino Franchise Disclosure Document, a transfer of the franchise agreement by operation of law is generally not permitted. Amorino emphasizes that the agreement is based on the franchisee's personal skills and qualifications. Therefore, any transfer, whether voluntary or involuntary, including those resulting from bankruptcy, divorce, death, or disability, is prohibited unless it's a transfer to a business entity owned by the franchisee under specific conditions.
However, in the event of death or permanent incapacitation of a person with a majority or controlling interest in the agreement, the executor, administrator, or personal representative must transfer the interest to a third party approved by Amorino within six months. These transfers, including those by devise or inheritance, are subject to Amorino's approval.
Any transfer made without Amorino's prior written consent, including those by operation of law, will be considered void and a material breach of the agreement. This means that a prospective franchisee needs to be aware that they cannot transfer the franchise without Amorino's explicit approval, and failure to obtain this approval can have serious consequences, including termination of the franchise agreement.