Can an Amorino franchisee withhold fees owed to Amorino due to alleged nonperformance by Amorino?

According to Amorino's 2025 Franchise Disclosure Document, franchisees are explicitly prohibited from withholding payments or setting off fees owed to Amorino. The franchise agreement stipulates that franchisees cannot deduct or withhold any fees or other amounts due to Amorino based on alleged nonperformance by Amorino or for any other reason. This means that even if a franchisee believes Amorino is not fulfilling its obligations, they must continue to make all required payments.

This provision is fairly standard in franchise agreements, designed to ensure a consistent revenue stream for the franchisor. However, it places a significant financial obligation on the franchisee, who must continue to pay fees even if they believe they are not receiving the support or services they are entitled to. Failure to comply with the payment terms can result in penalties, interest charges, and legal action from Amorino to recover the outstanding amounts.

If a franchisee has a dispute with Amorino regarding performance, they would need to pursue other avenues for resolution, such as mediation or legal action, while still meeting their financial obligations under the franchise agreement. This clause underscores the importance of carefully evaluating the franchisor's performance record and support systems before investing in an Amorino franchise. Prospective franchisees should seek legal counsel to fully understand the implications of this no withholding or set-off rights clause.