Does Amorino have a right of first refusal for transfers of the Amorino 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 its franchise agreements. This means that if a franchisee wants to sell their Amorino franchise, they must first offer Amorino the opportunity to purchase it on the same terms and conditions as the proposed sale. This right applies to any assignment or transfer of the franchise agreement, or any interest in it, except for a transfer to a business entity already owned by the franchisee under specific conditions.
To initiate a transfer, 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 buyer. This includes their employment history, financial condition, credit history, skills, and qualifications. If the proposed buyer is a partnership or corporation, similar information is required for its partners and shareholders. Amorino then has 30 days to either consent to the transfer, reject it, or exercise its right of first refusal and accept the assignment themselves or assign it to a nominee under the same terms.
If Amorino chooses not to exercise its right of first refusal and consents to the transfer, the franchisee is free to proceed with the sale to the proposed buyer, provided the terms remain materially unchanged and the transfer occurs within 90 days. Any significant changes to the terms or a delay beyond 90 days are considered a new proposal, and Amorino's right of first refusal is reinstated. This provision allows Amorino to maintain control over who becomes a franchisee and ensures that any new franchisee meets their standards and qualifications, protecting the brand and the overall franchise system.