What happens to any conflicting language in the Amorino Franchise Agreement regarding California franchisees?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
Prospective franchisees are encouraged to consult private legal counsel to determine the applicability of California and federal laws (such as Business and Professions Code Section 20040.5, Code of Civil Procedure Section 1281, and the Federal Arbitration Act) to any provisions of a franchise agreement restricting venue to a forum outside the State of California.
The franchise agreement requires the application of the laws of the state of Delaware.
This provision may not be enforceable under California law.
Section 31125 of the California Corporations Code requires us to give you a disclosure document, in a form containing the information that the commissioner may by rule or order require, before a solicitation of a proposed material modification of an existing franchise.
You must sign a general release if you renew or transfer your franchise.
California Corporations Code 31512 voids a waiver of your rights under the Franchise Investment Law (California Corporations Code 31000 through 31516).
Business and Professions Code 20010 voids a waiver of your rights under the Franchise Relations Act (Business and Professions Code 20000 through 20043.
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 FDD, certain provisions in the franchise agreement may not be enforceable under California law. Specifically, the franchise agreement requires the application of Delaware law, but this may not be enforceable in California. Additionally, California Corporations Code voids any waiver of rights under the Franchise Investment Law and the Franchise Relations Act.
Furthermore, the California Corporations Code voids any disclaimer or denial of representations made by Amorino or its agents, reliance by a franchisee on those representations, reliance on the franchise disclosure document, and violations of any provision. No statement signed by a franchisee can waive claims under state franchise law, including fraud, or disclaim reliance on statements made by Amorino. This provision supersedes any other conflicting term in any document related to the franchise.
For California franchisees, these stipulations provide additional protection under California law, ensuring that certain rights cannot be waived and that disclaimers of reliance on representations are void. This aims to protect franchisees from potentially overreaching terms in the standard franchise agreement and aligns with California's franchise-friendly legal environment. Amorino also deletes Exhibit E to the FDD (Representations and Acknowledgement Statement) for California franchisees.