Does Amorino have a right of first refusal if the franchisee attempts to transfer the franchise?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
- G. Right of First Refusal. Any assignment or transfer of this Agreement, or any interest herein, except for a transfer to a Business Entity by you as an individual in the manner described in Section 15.C, shall be subject to Franchisor's right of first refusal with respect thereto. Franchisor's said right of first refusal shall be exercised in the following manner:
- (a) Franchisee shall deliver to Franchisor a written notice clearly and unambiguously setting forth all of the terms and conditions of the proposed assignment and all available information concerning the proposed assignee, including but not limited to, information concerning the employment history, financial condition, credit history, skill and qualifications of the proposed assignee and, in the case of a partnership or corporate assignee, of its partners and shareholders as applicable.
- (b) Within thirty (30) days after Franchisor's receipt of such notice (or if Franchisor shall request additional information, within thirty (30) days after receipt of such additional information), Franchisor may either consent or withhold its consent to such assignment, or, at its option, accept the assignment to itself or to its nominee upon the terms and conditions specified in the notice. Franchisor may substitute an equivalent sum of cash for any consideration other than cash specified in said notice.
- (c) If Franchisor shall elect not to exercise its said right of first refusal and shall consent to such assignment, Franchisee shall, subject to the provisions of this Agreement, be free to assign this Agreement to such proposed assignee on the terms and conditions specified in said notice. If, however, Franchisor does not elect to exercise its right of first refusal and said terms shall be materially changed, or if more than 90 days shall pass without such assignment occurring, such changed terms or lapse of time shall be deemed a new proposal and Franchisor shall again have such right of first refusal with respect thereto.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, Amorino has a right of first refusal regarding the transfer of a franchise. If a franchisee wishes to transfer their franchise agreement or any interest in it, Amorino has the option to accept the assignment themselves or nominate someone else to do so, provided the transfer is not to a business entity already owned by the franchisee as an individual.
To initiate the transfer process, the franchisee must provide Amorino with a written notice detailing all terms and conditions of the proposed assignment, along with comprehensive information about the potential assignee. This includes employment history, financial condition, credit history, skills, and qualifications. If the assignee is a partnership or corporation, similar information is required for its partners and shareholders.
Amorino then has 30 days from receiving the notice (or any additional requested information) to decide whether to consent to the assignment, withhold consent, or exercise its right of first refusal. If Amorino chooses to accept the assignment, it can do so on the terms specified in the franchisee's notice, with the option to substitute cash for any non-cash consideration. Should Amorino decline to exercise its right of first refusal and consent to the assignment, the franchisee is free to proceed with the transfer to the proposed assignee, provided the terms remain materially unchanged and the assignment occurs within 90 days. Any changes to the terms or a delay beyond 90 days are considered a new proposal, granting Amorino a new right of first refusal.