Does the Amorino Personal Guaranty cover amendments or modifications to the Franchise Agreement?
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;
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the Personal Guaranty extends to any extensions or modifications of the Franchise Agreement. Specifically, each guarantor agrees that their liability will not be affected by any extensions of time, credit, or other leniency that Amorino may grant to the franchisee. The guaranty remains in effect for any extension or modification of the agreement, even if there is a transfer of interest in the agreement or the franchisee. Furthermore, each guarantor waives notice of any renewals, extensions, modifications, amendments, or transfers.
This means that if the Franchise Agreement is extended or modified, the guarantor's obligations remain in full force. For example, if Amorino grants the franchisee an extension to meet certain performance targets, the guarantor's liability is not diminished. Similarly, if the agreement is modified to include new products or services, the guaranty still applies. This ensures that Amorino has continuous protection throughout the term of the agreement, regardless of any changes made to it.
For a prospective Amorino franchisee, this clause highlights the importance of understanding the full scope of the Personal Guaranty. Before signing the guaranty, potential guarantors should carefully review the Franchise Agreement and any potential modifications or extensions that may occur during the term. It is advisable to seek legal counsel to fully understand the implications of the guaranty and the potential liabilities involved.