Is the liability under the Amorino Personal Guaranty joint and several with the Franchisee and other owners?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
Each Guarantor hereby consents and agrees that:
- (a)Guarantor's liability under this undertaking shall be direct, immediate, and independent of the liability of, and shall be joint and several with, Franchisee and the other owners of Franchisee;
- (b)Guarantor shall render any payment or performance required under the Agreement upon demand if Franchisee fails or refuses punctually to do so;
- (c)this liability will not be contingent or conditioned upon our pursuit of any remedies against Franchisee or any other person;
- (d)this liability shall not be diminished, relieved or otherwise affected by any extension of time, credit, or other indulgence which Franchisor may grant to Franchisee or to any other person, including the acceptance of any partial payment or performance, or the compromise or release of any claims (including the release of other Guarantors), none of which shall in any way modify or amend this Guaranty, which shall be continuing and irrevocable during the term of the Agreement, for so long as any performance is or might be owed under the Agreement by Franchisee or its owners, and for so long as Franchisor has any cause of action against Franchisee or its owners;
- (e)this Guaranty will continue in full force and effect for (and as to) any extension or modification of the Agreement and despite the transfer of any interest in the Agreement or Franchisee, and
- (f) each Guarantor waives notice of any and all renewals, extensions, modifications, amendments, or transfers;
- (g)upon our request, Guarantor must submit to Franchisor suitable credit and information to allow Franchisor to make a reasonable decision as to the Guarantor's creditworthiness and financial position including, without limitation, a personal net worth statement and such other
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the liability under the personal guaranty is joint and several with the franchisee and other owners. This means that each guarantor is individually and collectively responsible for the full amount of the franchisee's obligations. Amorino can pursue any one guarantor for the entire debt, regardless of whether other guarantors exist or what their individual share might be.
This arrangement provides Amorino with maximum protection, as they can choose to pursue the guarantor with the most assets or the easiest to reach. It also means that if one guarantor defaults or becomes insolvent, the remaining guarantors are still liable for the full amount.
For a prospective Amorino franchisee, this highlights the significant risk associated with providing a personal guaranty. Before signing, it's crucial to fully understand the potential financial exposure and to assess the creditworthiness and financial position of any co-guarantors. Franchisees should seek legal and financial advice to fully understand the implications of a joint and several guaranty.
Furthermore, the guarantor's obligations are not contingent upon Amorino first pursuing remedies against the franchisee or any other person. The liability remains in full force and effect even if there are extensions or modifications to the agreement, or transfers of interest in the agreement or franchisee. Guarantors also waive notice of any renewals, extensions, modifications, amendments, or transfers.