Can Amorino substitute cash for non-cash consideration in a proposed assignment?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
- (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.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, Amorino has the right to substitute an equivalent sum of cash for any non-cash consideration specified in a franchisee's notice of proposed assignment. This right is part of Amorino's right of first refusal.
This means that if a franchisee proposes to assign their franchise to a third party and the consideration for that assignment includes something other than cash (for example, services or property), Amorino has the option to step in and accept the assignment itself (or assign it to its nominee) by paying the franchisee an equivalent amount of cash instead of providing the non-cash consideration.
This clause protects Amorino's interests by allowing it to control who becomes a franchisee and to ensure that the terms of the assignment are financially equivalent, even if they involve non-monetary assets. A prospective franchisee should understand that Amorino has significant control over franchise assignments and can effectively override the franchisee's proposed deal by substituting cash.