What sections of the Amorino Franchise Agreement are being deleted and replaced by the amendment?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
| LLC, ("Fran | THIS AMENDMENT TO FRANCHISE AGREEMENT (this "Amendment") is made he last date set forth on the signature page to this Amendment, by and between CPUSA, a Delaware limited liability company ("Franchisor" or "we"), and [ ], a [] thisee" or "you"). All capitalized terms not defined herein shall have the meaning set in the Franchise Agreement, as defined below. |
|---|---|
| dated a | WHEREAS, Franchisor and Franchisee entered into that certain Franchise Agreement as of [] (as amended from time to time, the "Franchise Agreement"); |
| in acc | WHEREAS, Franchisor and Franchisee hereby wish to amend the Franchise Agreement ordance with the terms and conditions contained in this Amendment. |
| set for | NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter th, the parties hereby agree to amend the Franchise Agreement as follows: |
| 1. | Sections 19(B)(6), (7), (8) & (9), and Section 23(A) of the Franchise Agreement are d and replaced with the following: |
| delete | "No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise." |
| 2. | Section 2(B)(4) is amended to add the following: "Notwithstanding the foregoing, the general release required as a condition of renewal shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law." |
| 3. | Section 15(B)(5) is amended to add the following: "Notwithstanding the foregoing, the general release required as a condition of assignment/transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law." |
| 4. | Section 22(A) is amended to add the following: "Franchisee is permitted to bring a lawsuit in Mayland for claims arising under the Maryland Franchise Registration and Disclosure Law. Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years |
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to the 2025 Amorino FDD, certain sections of the Franchise Agreement are being deleted and replaced by an amendment. Specifically, Sections 19(B)(6), (7), (8) & (9), and Section 23(A) of the Franchise Agreement are being removed and replaced with a new provision. This new provision ensures that no statement, questionnaire, or acknowledgment signed by the franchisee can waive claims under state franchise law, including claims related to fraud in the inducement, or disclaim reliance on statements made by Amorino or its representatives. This amendment overrides any conflicting terms in other documents related to the franchise agreement.
This change is significant for prospective Amorino franchisees as it strengthens their legal protections. It prevents franchisees from inadvertently waiving their rights to sue Amorino for fraud or misrepresentation due to statements made during the franchise sales process. This ensures that franchisees retain their ability to seek legal recourse if they believe they were misled when entering into the franchise agreement.
The amendment also includes a reaffirmation clause, stating that all other provisions of the Franchise Agreement remain in full effect, except for the specific sections being amended. This clarifies that the amendment is limited in scope and does not affect the overall agreement between Amorino and the franchisee. The amendment can be executed in multiple counterparts, including electronic copies, each having the same legal effect as the original.
For franchisees in Maryland, Section 2(B)(4) is amended to specify that the general release required as a condition of renewal does not apply to any liability under the Maryland Franchise Registration and Disclosure Law. Similarly, Section 15(B)(5) is amended to state that the general release required for assignment/transfer does not apply to any liability under the Maryland Franchise Registration and Disclosure Law. Additionally, Section 22(A) is amended to allow franchisees to bring lawsuits in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law, with a 3-year statute of limitations.