Under what circumstances is Amorino considered a third-party beneficiary of the franchise agreement, and what rights does this confer?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
(2) The Lease must contain certain provisions that we reasonably require, including the following terms:
a.
The premises shall be used only as an Amorino franchise, and for no other purpose whatsoever.
- b.
The landlord must consent to your use of the Proprietary Marks, signs, interior and exterior decor, furnishings, fixtures, items, color schemes, plans, specifications, and related components of the System that Amorino may require.
- c.
The Lease shall permit assignment by you only in connection with a sale of the Franchised Business that is approved by us or to Amorino or its designee.
- d.
An acknowledgement by the landlord and you that Amorino shall not be a party to the Lease and will have no liability under the Lease, unless and until the Lease is assumed by Amorino.
- e.
Neither the landlord nor you shall amend or modify the Lease, or renew or extend the term of the Lease, without our prior written consent.
- f.
Amorino (or another party we designate) shall have the ability to take possession of the premises and operate the Franchised Business without having to first receive landlord's consent, in the event of your default under the Lease or this Agreement, or the expiration or termination of this Agreement.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
Based on the 2025 Amorino Franchise Disclosure Document, Amorino's rights as a third-party beneficiary are primarily established within the context of the lease agreement for the Franchised Location. Specifically, Amorino requires that the lease contain provisions that protect its interests and ensure the consistent operation of the Amorino franchise. These provisions grant Amorino certain rights related to the use of the premises, the use of proprietary marks, and the ability to take possession of the premises under specific conditions.
Amorino mandates that the lease stipulates the premises be used exclusively as an Amorino franchise. The landlord must also consent to the franchisee's use of Amorino's proprietary marks, signs, decor, and other elements of the Amorino system. This ensures that the brand's image and standards are maintained at the location. The lease must also allow assignment by the franchisee only with Amorino's approval, or directly to Amorino or its designee, giving Amorino control over who operates a franchise at that location.
Furthermore, the lease should include an acknowledgment that Amorino is not a party to the lease and bears no liability unless Amorino assumes the lease. The franchisee and landlord cannot amend, modify, renew, or extend the lease without Amorino's prior written consent. Most importantly, Amorino (or its designee) must have the ability to take possession of the premises and operate the Franchised Business without the landlord's consent if the franchisee defaults under the lease or the franchise agreement, or upon the expiration or termination of the agreement. These lease requirements ensure Amorino can maintain control over the location and continued operation of the franchise, even if the franchisee faces difficulties or the agreement is terminated.