Can an Amorino franchisee waive reliance on any representation made by Amorino in the Franchise Disclosure Document?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
Section 31512.1 of the California Corporations Code voids any disclaimer or denial of any of the following: (a) representations made by the franchisor or its personnel or agents to a prospective franchisee; (b) reliance by a franchisee on any representations made by the franchisor or its personnel or agents; (c) reliance by a franchisee on the franchise disclosure document including any exhibit thereto; and (d) violations of any provision of this division.
No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor.
This provision supersedes any other term of any document executed in connection with the franchise.
Exhibit E to the FDD (Representations and Acknowledgement Statement) is deleted.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to the 2025 Amorino Franchise Disclosure Document, California Corporations Code Section 31512.1 voids any disclaimer or denial of reliance by a franchisee on representations made by Amorino, its personnel, or agents, including those in the Franchise Disclosure Document. This means that a franchisee cannot waive their right to rely on the information provided by Amorino. This protection extends to representations made by Amorino during the franchise sales process.
Furthermore, no statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Amorino or anyone acting on their behalf. This provision supersedes any conflicting terms in any document executed in connection with the franchise agreement. The FDD explicitly states that Exhibit E, the Representations and Acknowledgement Statement, is deleted, reinforcing the franchisee's inability to waive reliance on Amorino's representations.
These protections are particularly relevant for prospective franchisees as they ensure that the franchisee can hold Amorino accountable for the accuracy and truthfulness of the information provided during the franchise sales process and in the FDD. This prevents Amorino from using waivers or disclaimers to avoid liability for misrepresentations or omissions. This is a stronger protection than is typical in the franchise industry, as many franchise agreements contain clauses that attempt to limit the franchisor's liability for pre-sale representations.