If the Amorino agreement is signed in counterparts, what is the effect?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
B. Counterparts. This Agreement may be executed in one or more counterparts, (including by facsimile or .pdf copies of original signatures), each of which counterparts shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the franchise agreement may be executed in one or more counterparts. This means that the agreement can be signed in separate copies, which is a common practice to expedite the signing process, especially when the parties are geographically separated. These counterparts can include facsimile or .pdf copies of original signatures. Each of these counterparts is considered an original, and all of them together form a single, complete agreement.
For a prospective Amorino franchisee, this clause simplifies the logistics of finalizing the franchise agreement. Instead of needing to coordinate a single physical document to be signed by all parties, each party can sign a separate copy and return it. This can be particularly useful when dealing with international franchise agreements, where Amorino and the franchisee may be located in different countries.
The use of counterparts, including those transmitted via facsimile or PDF, ensures that the agreement is legally binding, provided that all counterparts are eventually combined to represent the complete agreement. This approach streamlines the execution process without compromising the legal integrity of the contract, making it easier for both Amorino and the franchisee to enter into the agreement efficiently.