Is Amorino liable for the debts or obligations of its franchisees?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
A. Independent Contractor.
- (1) Amorino and you acknowledge and agree that you are operating the Franchised Business as an independent contractor. This Agreement does not create a fiduciary relationship between us. Nothing contained in this Agreement shall create or be construed to create a partnership, joint venture, or agency relationship between the parties. Neither party shall be liable for the debts or obligations of the other. Although you must comply with the terms of this Agreement and the System, you will have full and complete control of the manner in which you comply and full and complete control of the day-to-day operation of the Store and your business policies and practices.
- (2) Nothing in this Agreement authorizes you to make any contract, agreement, warranty, representation or promises on our behalf, to transact business in our name or in any manner make any promises or representations on behalf of the other party, or incur any debts or obligations on behalf of us or our Affiliates, or to otherwise bind us or our Affiliates. We shall in no event assume liability for, or be deemed liable as a result of any act or omission by you in your conduct of the Store.
- (3) You shall represent yourself to the public as an independent contractor operating the Store pursuant to a franchise from us. You shall conspicuously identify yourself and the Franchised Business in all dealings with your customers, contractors, suppliers, public officials, and others, as an independent franchisee of Amorino, and shall place notice of that fact in the form that we provide, in a conspicuous place in the Store as determined by Amorino and you.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, Amorino and its franchisees operate as independent contractors. The franchise agreement explicitly states that neither party is liable for the debts or obligations of the other. This means that franchisees are responsible for their own financial obligations and liabilities incurred while operating their Amorino franchise.
This independent contractor relationship is further reinforced by the stipulation that franchisees have full control over the day-to-day operations of their stores and their business policies and practices, provided they comply with the terms of the franchise agreement and the Amorino system. Franchisees must also represent themselves to the public as independent operators, ensuring customers and suppliers understand they are dealing with an independent franchisee of Amorino.
Furthermore, the franchise agreement specifies that franchisees are not authorized to make any contracts, agreements, warranties, representations, or promises on behalf of Amorino, nor can they incur any debts or obligations on behalf of Amorino or its affiliates. Amorino will not assume liability for any act or omission by the franchisee in the operation of the store. This protects Amorino from potential legal or financial repercussions arising from the franchisee's business activities.
This arrangement is typical in franchising, where franchisees operate independently while adhering to the franchisor's brand standards and operational guidelines. Prospective Amorino franchisees should understand that they are entering into a business venture where they are responsible for their own financial and legal well-being, and should seek professional advice to ensure they fully understand their obligations.