What state's law governs the Amorino area development agreement?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
| v. Choice of forum | Sections 11.2 and 11.3 of the area development agreement | Except for our right to obtain injunctive relief in any appropriate jurisdiction, any dispute arising out of the franchise agreement or our relationship shall first be submitted to mediation, and if it is not resolved in mediation, then it shall be submitted to arbitration, under the rules of the American Arbitration Association, to take place in New York County, New York (subject to applicable State law). |
|---|---|---|
| w. Choice of law | Section 11.1 of the area development agreement | Governed by Delaware law. If we move our headquarters, we may choose to have the law of the new state apply by giving you notice within 6 months following our move (subject to applicable State law). |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 55–67)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the area development agreement is governed by Delaware law, as stated in Section 11.1 of the agreement. This means that the laws of Delaware will be used to interpret and enforce the terms of the area development agreement.
However, Amorino retains the right to change the governing law if they move their headquarters. If Amorino relocates its headquarters, they can choose to have the law of the new state apply. They must provide notice to the franchisee within 6 months of the move to enact this change. This is subject to applicable state law, suggesting there may be some legal limitations on this ability to change the governing law.
This clause is important for prospective Amorino area developers because it specifies which state's legal system will be used to resolve any disputes or interpret the agreement. While currently set to Delaware, franchisees should be aware of Amorino's ability to change this in the future if they move their headquarters, which could impact the legal landscape governing their agreement.