What specific claims does the franchisee waive in the event of a sale, merger, or acquisition by Amorino?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
- (3) With regard to any assignment permitted under Section 15.A(1) and any sale, merger, acquisition, disposition or action permitted under Section 15.A(2), you expressly and specifically waive any claims, demands or damages arising from or related to the loss of association with or identification of: CPUSA, LLC as the Franchisor under this Agreement, the "Amorino" name, the Proprietary Products, the Proprietary Marks (or any variation thereof) and the System, and you specifically release and waive any and all other claims, demands or damages arising from or related to such assignment, sale, merger, acquisition, disposition or other action, including any claim of divided loyalty, breach of fiduciary duty, fraud, breach of contract or breach of the implied covenant of good faith and fair dealing.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, a franchisee expressly and specifically waives any claims, demands, or damages related to the loss of association with or identification of CPUSA, LLC as the Franchisor, the "Amorino" name, the Proprietary Products, the Proprietary Marks (or any variation thereof), and the System in the event of a sale, merger, acquisition, disposition, or action permitted under Section 15.A(2).
This waiver also includes any and all other claims, demands, or damages arising from or related to such assignment, sale, merger, acquisition, disposition, or other action. This encompasses claims of divided loyalty, breach of fiduciary duty, fraud, breach of contract, or breach of the implied covenant of good faith and fair dealing.
This means that if Amorino is sold, merges with another company, or is acquired, franchisees give up their right to sue Amorino for issues related to the change in ownership or control. This is a significant point for potential franchisees to consider, as it limits their legal recourse in the event of a major change affecting the franchise system.