Can an Amorino franchisee use a set-off against fees owed to Amorino?

According to Amorino's 2025 Franchise Disclosure Document, franchisees are explicitly prohibited from setting off, deducting, or withholding any fees or other amounts due to Amorino. This restriction applies regardless of any alleged nonperformance by Amorino or any other reason the franchisee might cite. This means that franchisees must pay all fees as required by the franchise agreement without any reductions for perceived issues or disputes.

This policy is fairly common in franchising, as it ensures a consistent revenue stream for the franchisor and avoids potential disputes over fee payments. However, it places a significant responsibility on the franchisee to address any concerns about Amorino's performance through other channels, such as formal complaints or legal action, while still meeting their financial obligations. The franchisee cannot unilaterally decide to reduce or withhold payments.

In practical terms, if an Amorino franchisee believes that Amorino has not fulfilled its obligations, they cannot simply deduct the perceived value of the non-performance from their royalty or other fee payments. Instead, they must continue to pay all required fees and pursue other avenues for resolving the issue. Failure to comply with this requirement could result in penalties, legal action, or even termination of the franchise agreement.