If Amorino assigns its obligations under the Franchise Agreement, what must the assignee do?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
(3) With regard to any assignment permitted under Section 15.A(1) and any sale, merger, acquisition, disposition or action permitted under Section 15.A(2), you expressly and specifically waive any claims, demands or damages arising from or related to the loss of association with or identification of: CPUSA, LLC as the Franchisor under this Agreement, the "Amorino" name, the Proprietary Products, the Proprietary Marks (or any variation thereof) and the System, and you specifically release and waive any and all other claims, demands or damages arising from or related to such assignment, sale, merger, acquisition, disposition or other action, including any claim of divided loyalty, breach of fiduciary duty, fraud, breach of contract or breach of the implied covenant of good faith and fair dealing.
(4) You expressly acknowledge that nothing contained in this Agreement shall require us or any of our Affiliates to remain in the gelato and sorbet business or to offer the Amorino Products and Services associated with the System (including the Proprietary Products), whether or not bearing the Proprietary Marks, in the event that we exercise our rights under this Section 15 to assign our rights in this Agreement.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
Based on the 2025 Amorino Franchise Disclosure Document, the document does not specify the requirements or obligations of an assignee if Amorino assigns its obligations under the Franchise Agreement. The FDD excerpts focus primarily on the conditions and requirements a franchisee must meet when transferring their interest in the agreement to another party, such as a business entity. These conditions include executing specific agreements, ensuring the business entity's activities are limited to the franchised business, maintaining control over the equity interest, and adhering to Amorino's operational standards.
While the document details the franchisee's responsibilities during a transfer, it does not outline what happens if Amorino were to assign its own obligations. The FDD does mention that Amorino has the right to assign its rights in the agreement and that the franchisee waives certain claims related to such an assignment. However, this section focuses on the franchisee's waiver of claims rather than the assignee's obligations.
Therefore, a prospective franchisee should directly ask Amorino about the potential implications and obligations if Amorino assigns its obligations under the Franchise Agreement. Understanding the assignee's responsibilities and the franchisee's rights in such a scenario is crucial for making an informed decision.