factual

Under what circumstances regarding business dissolution would the Amorino franchise agreement be terminated?

Amorino Franchise · 2025 FDD

Answer from 2025 FDD Document

tive days or more, other than in the case of an agreed-upon period of closure or as a result of a Force Majeure Event);

  • (11) Any Approval required to operate the Franchised Business is revoked, terminated or otherwise lost unless the required approval is reinstated within a reasonable time.;
  • (12) If the term of your lease expires or if your right to possession of your Amorino premises is otherwise lost without you being at fault, we will not terminate this Agreement as long as you relocate and reopen your Amorino store within 180 days from the date on which your prior lease terminated. The provisions of this Agreement will apply to the location, lease and design approval, equipping and other features of your relocated Amorino facility and the term of this Agreement will be extended by the amount of time between the termination of your prior lease and the opening of your relocated facility;
  • (13) you or any Principal or Manager is convicted of, or pleads guilty or no contest to, a felony, a crime involving moral turpitude, or any other crime or offense that Amorino believes is reasonably likely to have an adverse effect on the Franchised Business, System, Proprietary Marks, or reputation of Amorino;
    • (14) there is any transfer or attempted transfer in violation of Section 15;
  • (15) you, or any of your Principals or Affiliates, challenge our right or the right of any of our Affiliates to use, or license others to use, the System, the Proprietary Marks, the Copyrighted Materials, or any part thereof;
    • (16) you or any Principal fails to comply with the confidentiality or

noncompete covenants in Section of this Agreement;

  • (17) you or any Principal provide us with any false or misleading information or make any material misrepresentation in connection with your franchise application or at any time during the term of this Agreement;
    • (18) you knowingly maintain false books or records;
  • (19) your failure to make any payment when due to Amorino or any of its affiliates or approved suppliers;
  • (20) failure to comply with any other terms or conditions: three or more breaches of a similar nature of any terms and conditions of this Agreement within a twelve month period, even if cured; or
  • (21) you sell or offer for sale gelato, sorbet, gelato macarons, or restricted dry goods (such as Amorino branded cones) which you purchased or obtained from a source or supplier other than an approved supplier.
  • B. Termination with 20-Day Cure Period. Amorino has the right to terminate this Agreement, which termination will become effective upon delivery of written notice of termination, if the default is other than as provided in Section 16.A above, and is of a nature that it is capable of being cured and the default has not been cured within twenty (20) days of receipt of such notice, otherwise, the termination shall be effective immediately upon receipt of the notice. However, if the default is of such a nature that more than 20 days are reasonably required to cure the violation, we will give you such additional time as is reasonably necessary to cure the default as long as you start the corrective action within the initial 20-day period and proceed with the cure diligently to its completion.
  • C. Termination Related to Death or Permanent Incapacity. Amorino has the right to terminate this Agreement if an approved transfer is not completed within the designated time frame following a death or permanent incapacity (mental or physical) of Franchisee (if an individual) or the sole Principal of Franchisee.
  • D. Cross-Defaults, Non-Exclusive Remedies. Any default under this Agreement or of any obligation owed to us or our affiliates, whether hereunder or under another agreement with us, or any default under any agreement related to the Franchised Business, such as a lease, a vendor agreement, invoice, order, supply agreement, or subcontract, will be regarded as a default under this Agreement. In each of the foregoing cases, we and our affiliates will have all remedies allowed hereunder and at law, including termination of your rights (and/or those of any person/company affiliated with you) and our (and/or our affiliates') obligations. No right or remedy which we may have (including termination) is exclusive of any other right or remedy provided under law or equity and we may pursue any rights and/or remedies available.
  • E. Our Right to Discontinue Services to You.

Source: Item 22 — CONTRACTS (FDD pages 80–81)

What This Means (2025 FDD)

According to the 2025 Amorino Franchise Disclosure Document, there are several circumstances that could lead to the termination of the franchise agreement. These include the revocation, termination, or loss of any required operational approvals, unless reinstated within a reasonable time. If the lease expires or the franchisee loses possession of the premises without being at fault, Amorino will not terminate the agreement as long as the franchisee relocates and reopens the Amorino store within 180 days.

Further reasons for termination involve legal and ethical breaches. If the franchisee, a principal, or a manager is convicted of a felony, a crime involving moral turpitude, or any offense that Amorino believes could adversely affect the business, system, marks, or reputation, the agreement can be terminated. Any unauthorized transfer or attempted transfer of the franchise also constitutes grounds for termination. Challenging Amorino's rights to use or license the system, proprietary marks, or copyrighted materials can also lead to termination.

Additional causes for termination include failure to comply with confidentiality or non-compete covenants, providing false or misleading information, maintaining false books or records, or failing to make payments to Amorino or its affiliates. Moreover, repeated breaches of the agreement's terms and conditions can result in termination, even if the breaches are cured. Selling unauthorized products not sourced from approved suppliers is another cause.

Amorino also has the right to terminate the agreement if an approved transfer is not completed within a designated time frame following the death or permanent incapacity of the franchisee or the sole principal of the franchisee. Any default under the franchise agreement or any related agreement, such as a lease or vendor agreement, is considered a default under the franchise agreement, potentially leading to termination. These terms are typical in franchise agreements to protect the brand and ensure compliance among franchisees.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.