Is the provision in the Amorino franchise agreement requiring the application of Delaware law always enforceable under California law?

According to Amorino's 2025 Franchise Disclosure Document, the franchise agreement requires that Delaware law be applied. However, this provision may not be enforceable under California law. Prospective franchisees are encouraged to consult with legal counsel to determine the applicability of California and federal laws to any provisions of a franchise agreement restricting venue to a forum outside the State of California.

Specifically, California has laws in place to protect franchisees, such as the California Franchise Investment Law and the California Franchise Relations Act. These laws may override certain provisions in the franchise agreement if they are inconsistent, ensuring that franchisees are not unfairly disadvantaged. For example, California Corporations Code voids a waiver of rights under the Franchise Investment Law, and Business and Professions Code voids a waiver of rights under the Franchise Relations Act.

Additionally, certain provisions within the franchise agreement, such as those related to termination upon bankruptcy or covenants not to compete extending beyond the franchise term, may not be enforceable under California or federal law. California Civil Code Section 1671 also addresses the enforceability of liquidated damages clauses, potentially impacting such clauses within the Amorino franchise agreement. Therefore, franchisees should be aware that while the agreement specifies Delaware law, California law may take precedence in certain situations to protect their rights.