Does the Amorino franchise agreement create a fiduciary relationship between Amorino and the franchisee?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
A. Independent Contractor.
- (1) Amorino and you acknowledge and agree that you are operating the Franchised Business as an independent contractor. This Agreement does not create a fiduciary relationship between us. Nothing contained in this Agreement shall create or be construed to create a partnership, joint venture, or agency relationship between the parties. Neither party shall be liable for the debts or obligations of the other. Although you must comply with the terms of this Agreement and the System, you will have full and complete control of the manner in which you comply and full and complete control of the day-to-day operation of the Store and your business policies and practices.
- (2) Nothing in this Agreement authorizes you to make any contract, agreement, warranty, representation or promises on our behalf, to transact business in our name or in any manner make any promises or representations on behalf of the other party, or incur any debts or obligations on behalf of us or our Affiliates, or to otherwise bind us or our Affiliates. We shall in no event assume liability for, or be deemed liable as a result of any act or omission by you in your conduct of the Store.
- (3) You shall represent yourself to the public as an independent contractor operating the Store pursuant to a franchise from us. You shall conspicuously identify yourself and the Franchised Business in all dealings with your customers, contractors, suppliers, public officials, and others, as an independent franchisee of Amorino, and shall place notice of that fact in the form that we provide, in a conspicuous place in the Store as determined by Amorino and you.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the franchise agreement does not create a fiduciary relationship between Amorino and its franchisees. The agreement explicitly states that the franchisee operates as an independent contractor.
Specifically, the document clarifies that the agreement should not be interpreted as creating a partnership, joint venture, or agency relationship between Amorino and the franchisee. This distinction is important because it means Amorino is not liable for the franchisee's debts or obligations, and vice versa. The franchisee has control over the day-to-day operations of their store and their business policies, although they must comply with the terms of the franchise agreement and the Amorino system.
Furthermore, the agreement specifies that the franchisee is not authorized to make any contracts, agreements, warranties, representations, or promises on Amorino's behalf. The franchisee must represent themselves to the public as an independent contractor operating under a franchise from Amorino. This is to ensure that customers and other parties understand that they are dealing with an independent business owner and not with Amorino directly.