Which state's law governs the Amorino Area Development Agreement?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement shall be construed in accordance with the laws of the State of Delaware. If we move our company headquarters we shall have the option of determining that the substantive law of the state to which we move will replace all references to Delaware law in this Agreement, or of continuing to have Delaware law apply. If we decide to have the law of the new state apply, we will notify all franchisees of such decision within six months of our move, and the chosen law will apply to all franchisees; except any franchise registration or disclosure law or any franchise relationship law of the new state will only apply where the jurisdictional requirements of the law are otherwise met.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, the Area Development Agreement is governed by the laws of the state of Delaware. However, Amorino retains the option to change the governing law to that of the state where their company headquarters is located, should they move.
If Amorino decides to change the governing law, they are obligated to notify all franchisees within six months of the move. The new state's law would then apply to all franchisees, with the exception that any franchise registration, disclosure law, or franchise relationship law of the new state will only apply if the jurisdictional requirements of that law are met.
This clause provides Amorino with flexibility regarding the legal framework of the agreement, but also ensures that franchisees are informed of any changes that may affect their rights and obligations. Prospective franchisees should be aware of this provision and understand that the governing law could change during the term of their agreement, potentially impacting how disputes are resolved or how the agreement is interpreted.